Virtue Affiliates Network Terms and Conditions

1. Introduction
1.1 Virtue Affiliates T/A Virtue Fusion provides online gaming facilities and services to a number of Merchant organisations so that those Merchants (defined in Clause 2.1.10) can provide games and gaming facilities to their users.

1.2 Virtue Affiliates wishes to allow appropriate Affiliates (defined in Clause 2.1.1), whose application to be registered on the Virtue Affiliates Network it has accepted, to promote bingo and casino game play on its Merchants' websites via Links and through promotional material appearing on those Affiliates' website. Virtue Affiliates has established these terms and conditions to govern the terms upon which those Affiliates may undertake such promotion and the rewards payable to them if such promotion is successful.

2. Definitions and Interpretation
2.1 In these terms and conditions the following words and expressions shall have the subsequent meanings unless the context otherwise provides:
2.1.1 "Affiliates" are persons generating leads and sales for a Merchant organisation and being paid an agreed Commission for such activity;
2.1.2 "Agreement" refers to the contract between You and Virtue Affiliates that is reflected in these Terms and Conditions;
2.1.3 "Approved Promotional Materials" are on-line and off-line materials such as, but not limited to trademarks and logos, banners, text and other promotional items provided by Virtue Affiliates;
2.1.4 "Commissions" are defined as the amounts payable to You and as detailed further in Clause 7 and its subparts;
2.1.5 "Regulatory Body" means any court, government department, competition or regulatory authority having jurisdiction over You or Virtue Affiliates;
2.1.6 "Customers" are those individuals who are directed to a Specified Merchant Site from a Link situated on Your Site and who subsequently open an account with that Specified Merchant for the purpose of engaging in bingo and/or casino game play;
2.1.7 "Intellectual Property Rights" means all Intellectual Property Rights of any nature whatsoever throughout the world and for the full duration of any and all intellectual property protection afforded. This includes without limitation all patents, registered trademarks, service marks, copyright, designs and any and all applications for registration of any of the same wheresoever's made and all unregistered trademarks, service marks, designs, design right and copyright; and databases, know how, trade secrets and confidential information, howsoever arising, as well as computer software and any right or interest in any of the foregoing;
2.1.8 "Liability" is defined as all costs and expenses, losses, damages and adverse effects resulting from any and all allegations, claims, judgements, causes of action, liabilities, obligations, damages, deficiencies, penalties, interest and expenses (including the reasonable fees and expenses of solicitors and other professionals and specialists);
2.1.9 A "Link" is a hypertext link that can be used by the users of Your Website to gain access to another website;
2.1.10 A "Merchant" is defined as an online business that markets and sells goods or services and has agreed contractually to be on the Virtue Affiliate network;
2.1.11 "Registration Form" is the online form that must be completed and submitted to Virtue Affiliates as an application to the Virtue Affiliates Network;
2.1.12 "Site" is defined as a website;
2.1.13 "Spam" is any unsolicited email, dispatched indiscriminately to one or more mailing lists, individuals or newsgroups;
2.1.14 A "Specified Merchants" is a Merchant referred to explicitly and has been applied to by a process described in Clause 4. Such a merchant is the intended recipient of traffic sent by way of an Affiliate Link on your site. A "Specified Merchants" does not signify all merchants on the Virtue Affiliate network inclusively but refers a single explicit Merchant;
2.1.15 "Unacceptable Content" is any material of any nature which is, but not limited to, defamatory, indecent, obscene, inaccurate, or which would, if published, constitute a contempt of court, which promotes violence or illegal activities or promotes discrimination based on race, sex, religion, national origin, physical disability or age, which contains any viruses, worms, Trojan horses or other contaminants that may be used to access and modify, delete or damage any data files or other computer programs or which provides access to any such contaminants or which breaches the rights, including the Intellectual Property Rights. Virtue Affiliates reserves the right to deem any content as unacceptable;
2.1.16 "You/Your" the person who applies for membership to the Virtue Affiliates network including anyone who subsequently becomes an Affiliate;
2.1.17 "Commission Regimes" refers to the available payment structures based on defined criteria;
2.1.18 For the purposes of these terms and conditions a "Business Day" means Monday to Friday (inclusive) each week of the year save for any day which is a public holiday in England.
2.1.19 Gross Gaming Win (GGW) is defined as player stakes less player payouts

2.2 References to "Clauses" are to Clauses in this Agreement (unless the context otherwise requires). The Registration Form shall be deemed to form part of this Agreement.

2.3 Headings are inserted for convenience only and shall not affect the construction of this Agreement.

3. Application and Registration
3.1 When You submit Your application for membership to the Virtue Affiliates network You agree to be bound by these terms and conditions. You represent and warrant that all of the details contained in the online Registration Form You have completed (and which is submitted to Virtue Affiliates with Your Application) and is true and accurate in all respects.

3.2 Virtue Affiliates will evaluate Your Application and will notify You whether Your Application is accepted or rejected within a reasonable time after it is submitted. Virtue Affiliates may accept or reject Your Application in its absolute discretion and shall have no obligation to give You any reasons for its decision.

3.3 If Your Application is accepted then You will be bound by the obligations and liabilities, as well as permitted the rights set out in the remaining Clauses of these terms and conditions. If Your Application is rejected You shall neither become an Affiliate nor will You have any of the rights of an Affiliate set out in these terms and conditions nor will You have any right to represent Yourself as an Affiliate.

3.4 On application you will have been deemed to have agreed to receive a variety of material from Virtue Affiliates.

4. Application To Merchants
4.1 The rights, obligations and liabilities that You have as an Affiliate relate to all Merchants on the Virtue Affiliates network.
4.1.1 Link from Merchant Site: If Your Application is submitted as a direct result of Your clicking on an appropriate Link situated on a Merchant's Site and Your Application is successful then you will automatically apply to all Merchants are on the Virtue Affiliates network;
4.1.2 Virtue Affiliates "Register" Page: If Your Application is submitted as a direct result of Your clicking on an appropriate Link on the registration page of the Virtue Affiliates Site then if Your Application is successful then you will automatically apply to all Merchants are on the Virtue Affiliates network.

5. Affiliate Rights
5.1 Upon notification that Your Application is successful You are automatically appointed as an Affiliate and You will automatically have the Link rights, marketing rights, IP rights and payment rights that are described in Clause 5.2 and its subparts in relation to each of Your Specified Merchant(s).
5.1.1 Link Rights: Upon Your appointment as an Affiliate You are granted the non-exclusive right to direct Your customers to the Specified Merchant Site(s) by way of one or more Links from Your Site to the Specified Merchant Site(s). You will use Your best efforts and will provide all cooperation and assistance to Virtue Affiliates.
5.1.2 Furthermore, You will give Virtue Affiliates and, if required, the corresponding Specified Merchant(s) all cooperation and assistance reasonably required in respect to the maintenance of all Links.
5.1.3 In addition to Your obligations and under Clause 7 below You will ensure that no Link is placed on pages on Your Site aimed at persons under the age of 18 years. You will also ensure that the Link provides direct access to the corresponding Specified Merchant Site(s) without any interstitial or 'pop-up' windows or any other interruptions and without framing or otherwise interfering with the display of the Specified Merchant Site(s).

5.2 Marketing Rights: You will be provided with access to Approved Promotional Material (defined in Clause 2.1.3) by Virtue Affiliates. As an Affiliate You have the right to place the Approved Promotional Material on Your Site and use it in direct marketing and in print media, as appropriate. You must only use the Approved Promotional Material in accordance with any specifications and directions regarding such use that Virtue Affiliates provides to You.
5.2.1 In addition You may not use any marketing material to promote or advertise Your status as an Affiliate or to the availability of the Specified Merchant Site(s) without Virtue Affiliates' express written consent.
5.2.2 You may alter or rewrite any Approved Promotional Material providing any such text remains accurate
5.2.3 You must use all new Approved Promotional Material forthwith after it is made available to You in substitution for any old Approved Promotional Material.

5.3 Intellectual Property Rights: As an Affiliate You have the non-exclusive right and licence to use the Virtue Affiliates name and the name of the Specified Merchant(s) as a part of and subject to the limitations and obligations detailed in Clause 5.2 and its subparts. You acknowledge that Virtue Affiliates and such Specified Merchant(s) own all the Intellectual Property Rights in the same and in all customer information and data collected and collated under Clauses 6.3 and 6.4. You agree that You will acquire no Intellectual Property Rights in such materials whatsoever and to the extent, notwithstanding this provision, that You do, whether by operation of law or otherwise, You will immediately assign the same to Virtue Affiliates or such Specified Merchant(s) as appropriate. You may not assign, sublicense or otherwise transfer the rights granted to You in this Clause without Virtue Affiliates' express written consent.

5.4 Payment Rights: As an Affiliate You will be entitled to receive a Commission. As an Affiliate on the Virtue Affiliate network you are entitled to the Commission Regime pre-agreed between You and Virtue Affiliates. If no regime has been discussed and agreed upon then a default Commission Regime will be assigned to You. The specifics of the possible Commission Regimes and how Commissions will be paid are detailed in Clause 7.
5.4.1 Virtue Affiliates reserves the right to add, to remove and/or alter the terms of those payment regimes as it thinks fit. It will post a notification of any material changes on the Virtue Affiliates Site on which these terms and conditions are detailed.
5.4.2 Agreements on Commission Regimes are specific to the individual Merchants: The structure and percentages may vary from Merchant to Merchant.

6. Virtue Affiliates' Obligations
6.1 Virtue Affiliates will undertake the integration of Links, the registration and management of Customers, the payment of Commissions and the provision of Approved Promotional Materials as described in Clauses 6.2 to 6.6 below:

6.2 Integration of Links: Virtue Affiliates will work in collaboration with You and with the Specified Merchant(s) and will provide reasonable advice and assistance to help You to establish the Links to the Specified Merchant(s) Sites;

6.3 Registration of Customers: Virtue Affiliates will register Customers and will track the accounts of those Customers so as to be in a position to calculate the Commissions due to You. You acknowledge that Virtue Affiliates and all Specified Merchant(s) will have the right to suspend and terminate Customer accounts and that Virtue Affiliates' obligations under this Clause 6.2 (and under Clause 7) are at all times subject to such overriding rights of suspension and termination.

6.4 Management of Customer Accounts: Virtue Affiliates will track the purchases and game play of Customers and the wins and losses of those Customers and will provide reports summarising the activity of those Customers to You. The form, content and frequency of those reports will be set by Virtue Affiliates in its absolute discretion. Virtue Affiliates' obligations under this Clause are at all times subject to the overriding rights of suspension and termination described in Clause 6.3.

6.5 Payment of Commissions: Virtue Affiliates will facilitate the payment to You of the Commissions due to You from the purchases made and the play undertaken by the Customers. Payments will be made to You in accordance with the provisions described in Clause 7 and its subparts.

6.6 Provision of Approved Promotional Materials: Virtue Affiliates will collaborate with the Merchants to agree the Approved Promotional Materials and will supply copies of the same to You for use in accordance with the terms and conditions set out in Clause 5.2 and its subparts

7. Commission
7.1 When You submit Your Application You will be automatically assigned to a default Commission Regime. You are permitted the opportunity to determine, through negotiation, alternative Commission Regimes and Commission Regime amounts. Clauses 7.1.1 to 7.1.3 provide the Commission Regimes available.
7.1.1 Lifetime Revenue Share: If You choose to be rewarded through the Lifetime Revenue Share regime then during the entire term of this Agreement You will be entitled to a percentage of the monthly 'Net Gaming Revenue' for each Customer account. The percentage is specified in the Program information text and the monthly 'Net Gaming Revenue' is calculated as the Gross Gaming Win (GGW) remaining less any bonus or promotional amounts, charge backs and jackpot contributions.
7.1.2 CPA: If You choose to be rewarded through the CPA regime You will receive the fixed amount specified in the program information text for each new Customer who deposits into his Customer account with a Specified Merchant at least £10 and spends at least £10 from that account in making purchases from and in engaging in game play with the corresponding Specified Merchant within one month.
7.1.3 Hybrid: If You choose to be rewarded through the Hybrid regime then You will receive both a Lifetime Revenue Share and a CPA amount at the percentage and fixed amount respectively which are specified for the Hybrid regime in the Program information text.
7.1.4 Virtue Affiliates are not limited to the Commission Regimes listed in Clauses 7.1.1 to 7.1.3.

7.2 Virtue Affiliates shall remit Commission payments to You on a monthly basis to the extent that such amounts equal or exceed £50 on a Merchant Program. If the total of Commissions owed to You is less than £50 in any month on a Specified Merchant, Virtue Affiliates will carry the amount forward and combine it with Commissions due in following months until the sum amounts to no less than £50 whereupon Virtue Affiliates will remit the amount to You. Any sums due as at termination of this Agreement shall be paid by Virtue Affiliates to You whether or not sum is less than £50.

8. Affiliate Obligations and Restrictions
8.1 As an Affiliate You will be solely responsible for the development, operation, and maintenance of Your Site and for Your promotional methods and activities and for all materials that appear on Your website. Your responsibility will include but will not be limited to ensuring, amongst other things, that materials posted on or accessible directly from Your Site do not comprise or contain any Unacceptable Content.

8.2 Compliance: You will comply with:
8.2.1 All applicable betting and gaming laws and will provide, hold and maintain all necessary gaming licence(s) for products available on the Specified Merchant Site(s);
8.2.2 The relevant data protection legislation which governs its business operations as well as all EC Regulations regarding privacy and electronic communications and any other related or similar legislation.
8.3 Spam: You must not, either directly or indirectly, be a party to the generation, processing or dissemination of Spam.
8.3.1 In the instance of an Affiliate breaching Clause 8.3 where any form of Spam whatsoever that appears to emanate from or be associated with You will result in Your status as an Affiliate being placed under review and all funds due to You being withheld pending subsequent investigation. If any Specified Merchant(s) incur expenses and/or damages in dealing with Spam generated mail or being blocked by third party internet service providers as a result of any breach of You of the prohibitions in this Clause (8.3) these expenses and/or damages will be deducted from all monies due to You under this Agreement should such Specified Merchant(s) seek recourse against Virtue Affiliates. Should these expenses and/or damages not be covered by funds due to You Virtue Affiliates shall have the right to demand payment from You.

8.4 Specific Restrictions: You must not:
8.4.1 Attempt to become registered as an Affiliate more than once;
8.4.2 Sign up or allow any of Your agents, employees, officers or owners to sign up as Customers;
8.4.3 Knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage. Should fraudulent activity arise through a person directed to a Site via Your Links, Virtue Affiliates shall be entitled to retain the Commissions paid to You at any time. Virtue Affiliates' decision in this regard will be final and no correspondence will be entered into. Virtue Affiliates reserves the right to retain all amounts due to You, either current or future, under this Agreement if Virtue Affiliates has reasonable cause to believe that such traffic has been caused with Your knowledge.
8.4.4 You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities. Some jurisdictions in which Virtue Affiliates operates have strict laws on money laundering that may impose an obligation upon Virtue Affiliates to report You to the appropriate authorities within such jurisdictions if Virtue Affiliates knows, suspects or has reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Virtue Affiliates network to facilitate criminal activity. If Virtue Affiliates has knowledge or suspicion Virtue Affiliates may (a) immediately suspend, deregister or terminate Your membership to the Affiliate network; and/or (b), in its absolute discretion, not pay You any funds due to You as Commission. Virtue Affiliates reserves the right to report You to the aforementioned authorities should Virtue Affiliates, in its absolute discretion, determine that it is obliged, by law, to do so.
8.4.5Promotional Materials, including but not limited to Bonus Codes, cannot be used unless permission to do so has been granted by Virtue Affiliates. If a bonus code is used that has been acquired from another affiliate site the commission from the acquired player can be withheld.

8.5 Bidding on Brand Terms: Virtue Affiliates does not permit Affiliates to drive traffic to any brands on the Virtue Affiliates network through paid placement on search engines or contextual advertising networks including but not limited to PPC advertising. Nor does it permit bidding on Virtue Fusion and Virtue Affiliates brands. A 'brand term' is defined as any word or combination of words, with any combination of spaces, gaps or incorrect spelling or grammar, that is designed to explicitly bid directly on the phrase, or directly related phrase(s). This includes specifically, but is not limited to:

8.6 You warrant, represent and undertake to Virtue Affiliates that:
8.6.1 You are duly incorporated and have all the necessary power, authority and rights to enter into and to perform Your obligations under this Agreement;
8.6.2 Your acceptance of this Agreement has been duly authorised by all necessary corporate action;
8.6.3 This Agreement constitutes Your valid and binding obligation enforceable against You in full.

9. Confidentiality
9.1 Neither You nor Virtue Affiliates shall make any public or press announcement, press release, communication nor statement concerning this Agreement without the other's prior written consent, such consent not to be unreasonably withheld or delayed.

9.2 Each of You and Virtue Affiliates undertakes to the other that, subject to Clause 9.3 below, it will treat as confidential the terms of this Agreement together with all information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other or of any Merchant(s) in Your case as may be communicated to it hereunder or otherwise in connection with this Agreement and will not disclose such information to any person, firm or company (other than to its auditors and other professional advisers on a "need to know basis") and will not use such information other than for the purposes of this Agreement subject always to any prior specific authorisation in writing by the disclosing party to such disclosure or use.

9.3 The provisions of Clause 9.2 above shall not apply to any information which:
9.3.1 Is in the public domain other than by default of the recipient party;
9.3.2 Is obtained by the recipient party from a bona fide third party having no apparent restraint on its free right of disposal of such information;
9.3.3 Is or has already been independently generated by the recipient party;
9.3.4 Is disclosed because it is required to be disclosed by law (or applicable regulation, including without limitation the Listing Rules of the Stock Exchange and the City Code on Takeovers and Mergers) or the valid order of a court of competent jurisdiction, or the request or direction of any governmental or other regulatory authority or agency.

9.4 The obligations contained in Clause 9 and its subsections shall expressly survive the terms of this Agreement.

10. Indemnity
10.1 You will indemnify, defend and hold Virtue Affiliates and all Specified Merchant(s) harmless from and against any and all Liabilities incurred or suffered by them that arise directly or indirectly out of any breach by You of any of Your obligations, liabilities and restrictions set out in these terms and conditions.

11. Limitation of Liability
11.1 Virtue Affiliates will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate network, even if Virtue Affiliates has been advised of the possibility of such damages. Further, Virtue Affiliates' aggregate liability arising with respect to this Agreement and the network shall not exceed the total Commission paid or payable by Virtue Affiliates' to You under this Agreement during the 12 month period before such liability accrues. Virtue Affiliates' obligations under this Agreement do not constitute personal obligations of Virtue Affiliates' owners, directors, officers, employees, consultants, agents or shareholders.

12. Term and Termination
12.1 Agreement to these terms and conditions in their entirety are continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately.

12.2 Either Virtue Affiliates or You will have the right to terminate this Agreement, with immediate effect, once the requirements of Clause 12.3 and its subparts are met. Termination is at will, for any reason and by either party.

12.3 Upon termination of this Agreement You will immediately cease to be an Affiliate and all and any rights that You have as an Affiliate will immediately cease. Furthermore:

• You must remove the Virtue Affiliates or Merchant's banner(s) from your Site and disable any Links from your Site to ours and theirs.
• All rights and licenses given to you in this Agreement shall immediately terminate.
• You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.
• If you have failed to fulfil your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
• We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
• If we continue to permit activity (generation of revenue) from Customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
• You will return to us any confidential information and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of our Merchants.
• You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.

13. General
13.1 This Agreement, together with any documents referred to in it, constitutes the whole Agreement between You and Virtue Affiliates and supersedes and extinguishes any prior understandings, Agreements or drafts of Agreements relating to such subject matter.

13.2 No variation of this Agreement shall be effective unless made in writing and signed by each of You and Virtue Affiliates. In the absence of such Agreement the terms and conditions located at http://www.virtueAffiliates.com/Affiliates-terms-and-conditions shall be the accepted terms and conditions.

13.3 Neither You nor Virtue Affiliates shall be liable for any breach of this Agreement directly or indirectly occasioned by or resulting from compliance with any action taken or decision made by any Regulatory Body. If any provision of this Agreement or the application of any such provision to any circumstances is held to be void and/or unenforceable or otherwise contrary to or in breach of any law or if any Regulatory Body or Regulatory Body seeks the amendment or deletion of any provision of this Agreement then Virtue Affiliates will as soon as reasonably practicable consult and amend this Agreement by severing and striking-out such provision and implementing an alternative or additional provision or amendment which gives effect to our commercial intentions and the intended economic benefit to each of You and Virtue Affiliates at the date of this Agreement (and which no longer breaches or is contrary to any law and/or where applicable satisfies the concern of any Regulatory Body or Regulatory Body) whereupon all other provisions of this Agreement will remain in full force and effect. In the event that this Agreement shall be void or unenforceable on any grounds this Clause shall be severed from the remaining provisions of this Agreement and this Clause shall remain in full force and effect.

13.4 The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights and remedies provided by law or otherwise.

13.5 No breach by either You or Virtue Affiliates of any provision of this Agreement shall be waived or discharged except with the express written consent of the other.

13.6 No failure or delay by either You or Virtue Affiliates in exercising any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by either You or Virtue Affiliates of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

13.7 You and Virtue Affiliates do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement except the Merchant(s).

13.8 This Agreement shall be binding on and ensure for the benefit of each party's successors in title.

13.9 Nothing in this Agreement shall be construed as constituting a Partnership or joint venture between You or Virtue Affiliates and neither of us shall be or hold itself out to be the agent of the other.

14. Notices
14.1 Notices under this Agreement shall not be valid unless in writing and sent to You at the address set out in Your Virtue Affiliates account or Virtue Affiliates at its address set out on at http://www.virtueAffiliates.com/contact-us.

14.2 In the absence of earlier receipt and, subject to Clause 14.3, any notice served under this Agreement shall be deemed to have been duly served:
14.2.1 if delivered personally; and will be deemed as accepted on delivery;
14.2.2 if sent by fax; and will be deemed as accepted on receipt of a report confirming complete transmission;
14.2.3 if sent by first class inland post; and will be deemed as accepted on the second Business Day (defined in Clause 2.1.18) after the date of posting;
14.2.4 if sent by airmail; and will be deemed as accepted on the fifth Business Day after the date of posting.
14.3 Any notice served under this Agreement on a day which is not a Business Day or at any time after 5.30 pm on a Business Day shall be deemed to be served at 9.30 am on the next Business Day.

15. Governing Law and Jurisdiction
15.1 This Agreement shall be governed by and construed in accordance with the laws of Alderney and You and Virtue Affiliates hereby irrevocably submit to the non-exclusive jurisdiction of the Alderney Courts as regards any claim or matter arising in relation to this Agreement.

16. Modifications
16.1 Virtue Affiliates may modify any of the Terms and Conditions set forth in this Agreement by posting the modified Terms of Use at: http://www.virtueAffiliates.com/Affiliates-terms-and-conditions, and by notifying the Member of the modifications via email notice.

16.2 Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral program rules.

16.3 If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the program following our posting of a change or new Agreement will constitute binding acceptance of the change.