Common use of Right to Withhold Amounts Clause in Contracts

Right to Withhold Amounts. 6.8.1 The Operator reserves the right to withhold all amounts due and payable to the Affiliate under this Agreement if it believes that any Fraud has taken place or is contemplated which involves the Affiliate, whether or not the withheld amounts relate to the event in question. If the Operator believes that a Fraud has taken place or is contemplated by any Customer without the Affiliate’s knowledge, it will be entitled to withhold any amounts due to the Affiliate in connection with such Fraud. The Operator will also be entitled, in the foregoing events, to set-off from future amounts payable to the Affiliate any amounts already received by the Affiliate which can be shown to have been generated by Fraud. 6.8.2 The Operator does not support any kind of content stealing or copying (site scraping) or any breach of any intellectual property rights, and it reserves the right to suspend and if necessary terminate the Affiliate’s account with it, if it is proven that the Affiliate is responsible for using such methods, and/or to transfer the amounts payable to the Affiliate to the original content creator and/or intellectual property rights holder. 6.8.3 The Operator reserves the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Affiliate and/or those referred to in clause 5.2 of this Agreement are not promptly provided to it upon request. 6.8.4 If the Operator determines, at its sole discretion, that the Affiliate has engaged in any activity forbidden in this Agreement, including without limitation activity that involves Excluded Territories, or that the Affiliate has otherwise breached any of its representations, warranties or undertakings in this Agreement, the Operator may (without prejudice to any other rights or remedies available to it) withhold any amounts due and payable to the Affiliate hereunder, whether or not generated by such forbidden activity or breach and further suspend or terminate the Affiliate’s account at its discretion. 6.8.5 The Operator shall have the right, on the third anniversary of notification by the Operator to the Affiliate of the exercise of clause 6.8, to write off any amounts that would have otherwise been payable to the Affiliate but for the exercise, by the Operator of this clause 6.8 unless the Parties are able to reach a resolution beforehand.