1. Affiliate Conditions Precedent.
a. Affiliate Terms
i. Without limiting the generality of the foregoing, Boom may deny Your Affiliate status for any of the following reasons:
1. The marketing methods proposed are unsuitable for any reason;
2. If applicable, Affiliate company includes any content that Boom deems to be unlawful, harmful, threatening, defamatory, obscene, or harassing. By way of example only, this might mean that it contains: (i) sexually explicit, pornographic or obscene content (whether in text or graphics); (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (iii) graphic violence; (iv) politically sensitive or controversial issues; or (v) any unlawful behavior or conduct;
3. Your work appeals to or is designed to appeal to individuals under the age of eighteen (18), (or the minimum age in your state of residence, which may also be 19 or 21);
4. You may be in breach of, or may be likely to breach, any Laws or obligations specified herein; or
5. You, or if applicable, Your website, previously promoted illegal gambling operations or websites, and You have not disclosed that You no longer market those sites.
ii. Affiliate must not attempt to open more than one Affiliate account without prior written consent from Boom. Affiliates are not permitted to enter to play with an Affiliate account. If you would like to enter to play with Boom, please set up a separate account. In the event you open more than one Affiliate account without our permission, or earn Commissions on your own separate account or a related person’s account, Boom has the right to void all current and future plays on those accounts and Affiliate will not be entitled to any Commissions (past or future) from such plays.
a. In consideration of the provision of the Services and the rights granted to Boom under this Agreement, Boom shall pay Affiliate commissions (“Commissions”) as set forth in Exhibit A.
b. Payment. Boom shall render payment to Affiliate thirty (30) days following the end of the calendar month in which the commission fee arises, except for any amounts disputed by Boom in good faith and in accordance with Section 2(d) herein.
c. Taxes. All fees payable by Boom under this Agreement are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on such amounts. Affiliate shall be responsible for any taxes imposed on, or with respect to, Affiliate’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
d. Disputes; Recalculations. Boom shall notify Affiliate in writing of any dispute related to the eligibility of a Qualifying User or any other matter that may arise in connection with this Agreement. Boom reserves the right to withhold or terminate any Commissions due to Affiliate if Boom reasonably suspects that a referred Qualifying User were made fraudulently or with a restricted player as defined in Section 3(d). Boom also reserves the right to request immediate repayment of funds paid in excess of Commissions owed to Affiliate as a result of either: (i) a miscalculation; or (ii) a recalculation based upon findings that a player was restricted as described in Section 3(d) herein. Failure to repay any excess Commission shall result in immediate termination of this Agreement.
3. Qualifying Users; Restrictions.
a. Qualifying User. A new user who does not have an account with Boom and makes a first-time deposit via a promo link or promo code shall be categorized as a “Qualifying User” under this Agreement.
i. Affiliate shall earn Commissions based on the Qualifying Users that You refer to Boom based on the terms outlined in Exhibit A. Boom will register Your Qualifying Users and will track their play.
ii. No Commission shall be rendered for players whom either: (1) are directed to Boom by other means, or (2) fail to enter your promotional code or use the Affiliate’s tracked link during registration. No Commission shall be rendered to Affiliate for registration of Affiliate, Affiliate’s immediate family member (including but not limited to Your spouse, partner, parent, child, or sibling), or Affiliate’s business partner (including a director, contractor, agent, or employee) with Boom. Boom has sole discretion to reject any player whom the Affiliate refers.
b. Prohibited Player. A “Prohibited Player” includes any player who is on any gaming authority’s exclusion list, or a player who has made Boom aware that he or she is a problem gambler. A Prohibited Player shall not be eligible to become a Qualifying User under this Agreement.
c. Identification Requirement. Affiliate is responsible for encouraging a Qualifying User to provide necessary personal information to Boom for identity verification. If a Qualifying User refuses Boom’s request to become verified, that player shall not be deemed a Qualifying User.
d. Restrictions. Affiliate shall not receive Commissions for any referred player whom: (i) is referred by any means that violates any Laws; (ii) is under the age of eighteen (18), (or the minimum age in your state of residence, which may also be 19 or 21); (iii) is a player banned from Boom; or (iv) is a Prohibited Player as defined in this Section 3(b).
4. Affiliate Marketing Responsibilities.
a. Promotional Materials. Once you have been accepted as an Affiliate by Boom, Affiliate may have access to Boom’s promotional items including but not limited to: company logos and other Intellectual Property, promotional codes, and marketing materials (“Promotional Materials”). Affiliate may not display or modify any Promotional Materials provided by Boom without prior written consent, which shall not be unreasonably withheld. Boom reserves the right to request any change to Your use and positioning of the Promotional Materials. If Boom determines that Your use of any Promotional Materials are not in compliance with the terms of this Agreement, this will be considered a material breach of these terms.
b. Bonus Codes. In addition to Affiliate’s use of Boom’s Promotional Materials, from time to time you may promote Boom by publishing bonus codes for special offers / promotions, subject to Boom’s prior written consent.
c. Compliance with Promotional Materials. Affiliate agrees to comply with all of Boom’s instructions that may be communicated to You from time to time regarding the use and placement of the links, Promotional Materials and bonus codes, and Your marketing of Boom in general. If Affiliate requests to advertise for Boom in a method other than through pre-approved Promotional Materials, any delay in response by Boom does not constitute acceptance.
d. Marketing Materials. Affiliate shall not market or promote Boom or use any of the Promotional Materials on any website, software, application or portal in any way that infringes upon the intellectual property rights of any third party or Boom. Affiliate must not purchase any domains that include the name “Boom” or bidding on any keywords or keyword phrases that include, but are not limited to, “Boom” or “Boom.com”.
e. Social Media. If Affiliate utilizes social media platforms in providing their Services (including but not limited to Facebook, Twitter, and Instagram) under this Agreement, Affiliate must:
i. Clearly identify all advertisements, posts and marketing communications as such. For example, a Tweet on Twitter related to Boom should contain hashtag indicators such as “ad” or “sponsor” at the end of their Tweet;
iii. Ensure marketing communications related to Boom or gambling in general are not directed at persons under the age of eighteen (18), (or the minimum age in your state of residence, which may also be 19 or 21);
iv. Ensure that all marketing communications and advertisements reference both Boom and Affiliate (in either the ad-copy/text or the image);
v. Clearly indicate in marketing communications that Affiliate’s communications are made without the knowledge or involvement of Boom and that any complaint that the recipient may wish to make should be addressed to Affiliate and not Boom; and
vi. Include “Gamble Responsibly” (or other such responsible gambling message as reasonably requested by Boom) in connection with all marketing communications.
f. Costs. Affiliate will bear all costs and expenses incurred in connection with the advertising, marketing and promotion of Boom. Affiliate must use commercially reasonable efforts to actively and effectively advertise, market, and promote Boom to their fullest extent. Affiliate shall only engage in advertising, marketing and promotional efforts that do not violate any Law, are not published on unsuitable websites, and are not directed at individuals who are under eighteen (18), (or the minimum age in your state of residence, which may also be 19 or 21). An Affiliate may not trade as or be associated with a third-party investment business or company that offers investment services on racing or sports. An Affiliate must not enter to play on behalf of or in any way connected with any Qualifying User referred by them to Boom.
g. Tracking. Affiliate must ensure that accurate tracking is utilized on their website (if applicable). Boom will not change the Affiliate tracking identification for customers resulting from incorrect or incomplete tracking. Boom is not responsible for Commissions generated with incorrect or incomplete data.
h. Generally. If applicable, Affiliate’s banners, links and data feeds must not be placed, or sold, within unsolicited e-mail, unauthorized newsgroup postings, chat rooms or through the use of "bots". Traffic generated illegally will not be Commissionable.
5. Term; Termination.
a. Term. The term of this Agreement commences on the Effective Date and continues in accordance with the duration set forth in the attached Exhibit A.
i. Termination for Cause. Either Party may terminate effective upon written Notice, to the other Party (the “Defaulting Party”) if the Defaulting Party:
1. materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within seven (7) days after receipt of written notice of such breach;
2. becomes insolvent or is generally unable to pay its debts as they become due;
3. makes or seeks to make a general assignment for the benefit of its creditors;
4. is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event that lasts for more than thirty (30) consecutive days.
ii. Termination without Cause. Boom may terminate this Agreement without cause at any time, for any reason, upon written notice (email or DM to suffice). Affiliate shall receive Commissions in accordance to terms set forth in Exhibit A.
iii. Effect of Termination. Expiration or termination of this Agreement will not affect any rights or obligations set forth in Exhibit A or that: (1) are to survive the expiration or earlier termination of this Agreement; and (2) were incurred by the Parties prior to such expiration or earlier termination. In no event shall Boom be liable for any of Affiliate’s termination costs arising from the expiration or termination of this Agreement.
iv. Termination Duties.
1. Upon the expiration or termination of this Agreement, Affiliate will immediately cease use of, and remove from Your company (if applicable), all Promotional Materials and Intellectual Property licensed by Boom to You pursuant to this Agreement.
2. In the event of Affiliate’s Termination for cause as a Defaulting Party by Boom, Affiliate’s Commission payments shall cease as of the Effective Date of Termination, subject to any other terms that may be applicable in Exhibit A.
6. Intellectual Property Rights; Ownership.
a. Subject to and in accordance with the terms and conditions of this Agreement, Boom grants Affiliate a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable license during the Term to use Boom’s Intellectual Property solely to the extent necessary to provide the Services to Boom.
b. Boom grants no other right or license to any Boom Intellectual Property to Affiliate by implication, estoppel, or otherwise. Affiliate acknowledges that Boom owns all right, title, and interest in, to and under the Boom’s Intellectual Property and that Affiliate shall not acquire any proprietary rights therein. Any use by Affiliate or any employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor or permitted assign (collectively “Representatives”) of Affiliate of any of Boom’s Intellectual Property and all goodwill and other rights associated therewith shall inure to the benefit of Boom.
7. Limitation of Liability.
a. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Nothing in this clause shall exclude or limit either party’s liability for death or personal injury resulting from such party’s gross negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation.
c. Boom’s aggregate liability in respect of any loss or damage suffered by You and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total Commissions paid or payable to You under this Agreement.
a. Affiliate hereby agrees to indemnify, defend and hold harmless Boom, its shareholders, officers, directors, employees, agents, successors and assigns (collectively, the “Boom Indemnified Parties”), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Boom Indemnified Parties arising out of or resulting from any third-party claims alleging: (i) breach by Affiliate of any representation, warranty, or obligations set forth in this Agreement; (ii) gross negligence or more culpable act or omission of Affiliate or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (iii) that any of Affiliate’s marketing materials or use thereof in accordance with the terms of this Agreement infringes any intellectual property of a third-party arising under the laws of the United States.
b. Boom hereby agrees to indemnify, defend and hold harmless Affiliate, its shareholders, officers, directors, employees, agents, successors and assigns (collectively, the “Affiliate Indemnified Parties”), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Boom Indemnified Parties arising out of or resulting from any third-party claims alleging: (i) material breach by Boom of any obligation set forth in this Agreement; (ii) gross negligence or more culpable act or omission of Boom or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (iii) that any of Boom’s Promotional Materials or use thereof in accordance with the terms of this Agreement infringes any intellectual property of a third-party arising under the laws of the United States.
c. Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any losses arising out of or resulting, in whole or in part, from the other Party’s: (i) willful, reckless, or negligent acts or omissions; or (ii) bad faith failure to comply with any of its material obligations set forth in this Agreement.
9. Relationship of Parties/Non-Disparagement
a. Affiliate and Boom are independent contractors, and nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Affiliate is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
b. During the term, neither Affiliate nor any of its employees or Contractors will act or fail to act or become materially involved in any situation which causes material harm to the reputation or image of Boom or any of Boom’s affiliates, including disparaging the Company, its respective officers, directors, employees, stockholders, agents and affiliates.
10. Representations and Warranties.
a. Affiliate hereby represents and warrants to Boom that:
i. You have accepted the of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with their terms;
ii. all the information provided by You is true and accurate;
iii. You are entering into, and performance of your obligations under this Agreement will not conflict with or violate the provisions of any agreement to which you are party or breach Applicable Laws;
iv. You have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Agreement, or receive payment under this Agreement;
v. You have read and understood Boom’s terms and conditions;
vi. You have evaluated the Laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any Applicable Laws.
b. Boom hereby represents and warrants to Affiliate that:
i. This Agreement has been duly authorized, executed and delivered by Boom and constitutes the legal, valid and binding obligation of Boom enforceable against Boom in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the rights of creditors generally and by general principles of equity;
ii. Boom is a duly incorporated and validly existing under the Laws of the State of Delaware and has the corporate power to enter into, deliver and perform, and has taken all necessary action to authorize its entry into, delivery and performance of, this Agreement; and
iii. Subject to receipt and requirements of applicable Licenses, there is no material legal, commercial, contractual, regulatory or other restriction, which precludes Boom from fully performing its obligations pursuant to this Agreement.
c. BOOM MAKES NO RESPRESENTATION THAT THE OPERATION OF ITS WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
d. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 11, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, OR COURSE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (b) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT REPLIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 11.
a. Except as and to the extent required by Law, each Party will keep confidential any Confidential Information obtained from the other Party in connection with the transaction contemplated by this Agreement and shall employ commercially reasonable measures to safeguard the confidentiality of Confidential Information.
b. Affiliate shall not make any public announcement with respect to any aspect of this Agreement or your relationship with Boom without the prior written approval of Boom.
c. Upon the expiration or termination of this Agreement, each Party will return to the other Party all Confidential Information obtained by such Party from the other Party in connection with such transaction and shall destroy all written materials, memoranda, notes and other writings prepared which are based upon or otherwise reflect the information or the relevant portions thereof. Any information not returned or destroyed, including without limitation any oral information, shall remain subject to the confidentiality and limited use obligations of this Agreement.
d. The confidentiality and limited use provisions of this Agreement shall not apply to any Confidential Information which: (i) was already in the lawful possession of the receiving party at the time of such disclosure unless such possession arose as a result of a breach of confidence; (ii) is or comes into in the public domain other than as a result of the breach of this Agreement; (iii) is obtained by the receiving party from a bona fide third party having no apparent restraint on its free right of disposal of such information; or (iv) is or has already been independently generated by the receiving party as evidenced by documentary records. The receiving party shall use the furnishing party's Confidential Information solely for the purposes of this Agreement and shall not otherwise use nor disclose or disseminate any such Confidential Information to any non-Affiliate third party at any time.
12. Choice of Law; Forum.
a. This Agreement and all related documents (including all exhibits attached hereto) any matters relating hereto shall be governed by and construed in accordance with the laws of New York. The courts of New York shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
a. Affiliate may not assign this Agreement, by operation of law or otherwise, without Boom’s express prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the Parties and their respective successors and assigns. Affiliate may not sub-contract or enter into any arrangement whereby another person is to perform any or all of Your obligations under this Agreement.
a. Amendment; Waiver. This Agreement may only be amended by the written consent of both Parties, and any provision hereof may be waived only by a document signed by the Party against which the waiver is sought to be enforced.
b. Invalid Provisions. If any provision of this Agreement is ever held to be invalid or unenforceable, that provision will be severed from the rest of this Agreement, and all of the other provisions of this Agreement will remain in effect, but will be amended by the Parties to the extent possible to result in this Agreement having the same relative economic benefits and detriments to the Parties as existed before the severance of the invalid or unenforceable provision.
c. Survival. The obligations of the Parties under Sections 9, 11, 12, 13 and this Section 15 will survive the termination or expiration of this Agreement and, with respect to any Section that requires reporting, retention of records, audit rights or payment after the end of the Term, those reporting and payment obligations shall also survive until fulfilled.
d. Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
e. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one, and the same, document. Signatures of the Parties may be exchanged by facsimile, and such facsimile signature pages shall be deemed originals in all respects.
f. Definitions. The following terms shall have the following meanings for all purposes of this Agreement and such meanings shall be equally applicable to both the singular and the plural forms of the terms herein defined:
“Affiliate” has the meaning set forth in the preamble.
“Affiliate Application” has the meaning set forth in Section 1(a).
“Affiliate Indemnified Parties” has the meaning set forth in Section 9(b).
“Agreement” has the meaning set forth in the preamble.
“Commissions” has the meaning set forth in Section 3(a) and at the rates set forth in Exhibit A attached hereto.
“Confidential Information” means non-public information disclosed by a Party to the other Party, including but not limited to the terms and conditions of this Agreement, trade secrets, any information relating to a Party's software code, product plans, designs, ideas, concepts, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how and any other technical or business information.
“Cost of Sales” means (i) fees payable to geolocation providers, (ii) fees payable to customer verification service providers, (iii) fees payable to process customer financial transactions such as debit/credit cards, ACH, wire transfers and prepaid cards, and (iv) fees payable to data feed providers.
“Defaulting Party” has the meaning set forth in Section 5(b).
“Excluded Player” means any patron who is on a gaming authority’s exclusion list, or a patron who has made Boom or the Affiliate reasonably aware that they are a problem gambler.
“Force Majeure” means an act that prevents either Party from performance under this Agreement as a result of a strike, failure of power, telecommunications or connectivity failure, restrictive Laws, inability to obtain or maintain (for any reason outside of a Party’s reasonable control) any license, riot, insurrection, war, terrorism and/or any act in furtherance of terrorism, act of God, or other event outside that Party’s reasonable control.
“Governmental Authority” means any federal, state, local, tribal, or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority having or asserting executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing, including any relevant gaming authority.
“Intellectual Property” means any and all copyright and related rights, designs, trademarks, trade names, internet domain names, insignia, service marks, patents, database rights, inventions and discoveries and all other intellectual and industrial property rights of a similar or corresponding nature in any of the relevant territories, in each case whether registered or unregistered, and including the right to apply for and all applications for any of the foregoing together with all statutory, equitable and common law rights attaching thereto in any applicable territories, including the right to sue for damages (and retain such damages) and all other legal and equitable remedies in respect of any infringement or misuse of any of such intellectual and industrial property or rights of a similar nature.
“Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization (including any gaming License or other governmental approval) issued under any of the foregoing by, any Governmental Authority having jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.
“Party” and “Parties” have the meanings set forth in the preamble.
“Boom” has the meaning set forth in the preamble.“Boom Indemnified Parties” has the meaning set forth in Section 9(a).
“Prohibited Player” has the meaning set forth in Section 3(b).
“Promotional Materials” has the meaning set forth in Section 4(a).
“Qualifying User” has the meaning set forth in Section 3(a).
“Renewal Term” has the meaning set forth in Section 5(a).
“Tax” means all taxes (including, without limitation, income, profit, franchise, sales, use, real property, personal property, ad valorem, excise, employment, social security and wage withholding taxes) and installments and estimated taxes, assessments, deficiencies, levies, imposts, duties, withholdings, or other similar charges of every kind, character and description and any interest, penalties or additions to tax imposed thereon or in connection therewith.
“Term” has the meaning set forth in Section 5(a).