Partner Agreement

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AFFILIATE PARTNER AGREEMENT (UK)

(A) This document ("Agreement") sets out the terms of the "Partnership Programme" between Datech Limited trading as "World Dating Partners" and you (the "Partner").

(B) By submitting your application to register as a partner, you agree to be bound by the terms and conditions of this Agreement.

(C) By accepting your application World Dating Partners agrees to be bound.

1. DEFINITIONS

1.1 In this Agreement unless the context otherwise requires the following words shall have the following meanings:

• “Commission” means the sums payable by World Dating Partners to the Partner in accordance with Clause 5;
• “Dating Network” means the network of websites and databases by means of which World Dating Partners supplies the Services;
• “DPA” means the Data Protection Act 1998 as amended from time to time and in respect of any other countries their equivalent (if any) legislation;
• “Member” means, during the currency of their membership, a user of Services who joined or renewed membership of the Dating Network through the Partner Pages whether or not a "Premium" (paying) member;
• “Partner Materials” means all literature, photographs, documentation, designs and other materials including, without limitation, graphics, logos, images, moving images, data, pictures, templates and diagrams and other similar items in any form contained on any media that may be supplied by the Partner to World Dating Partners from time to time in connection with the Website;
• “Partner Pages” means the Partner's web pages or site being part of the Website and created for the Partner by World Dating Partners;
• “Partnership Programme” means the arrangements between the parties whereby the Partner will introduce consumers to World Dating Partners as potential Members;
• “Personal Data” has the meaning set out in the DPA;
• “Registration Form” means the registration form to be completed by the Partner detailing the Partner's requirements for the Partner Pages and accepting the terms of this Agreement;
• “Services” means the internet dating services as provided by World Dating Partners from time to time;
• “Term” means the period from the date of this Agreement until its termination in accordance with Clause 18;
• “Trademarks” means the trademarks and logos of World Dating Partners used on the Website or as may be notified to the Partner from time to time;
• “Website” the website hosted by World Dating Partners including the database of Members' information, all generally accessible material thereon and any sub-sites, sections or pages thereof including any part thereof created in whole or in part by the Partner.

2. OBLIGATIONS OF WORLD DATING PARTNERS

2.1 Upon completion of the Registration Form by the Partner World Dating Partners will co-operate with the Partner to design and create the Partner Pages, which upon completion shall be hosted within the Website.

2.2 World Dating Partners shall

2.2.1 host and provide back-up administration and support services for the Website;

2.2.2 create and host the Partner Pages; and

2.2.3 pay the Partner Commission on payments made to World Dating Partners by Members.

3. MEMBERSHIP PRICING

3.1 The price charged for the Services will be determined at the sole discretion of World Dating Partners from time to time according to its then current pricing policies.

4. MEMBERSHIP PAYMENT PROCESSING

4.1 World Dating Partners will be responsible for processing Member payments and for renewals, cancellations, refunds, and related customer service. World Dating Partners' rules, operating procedures and policies regarding Member subscriptions will apply. World Dating Partners may reject any member request or payment that does not comply with such rules, operating procedures and/or policies, or the rules and policies of World Dating Partners' payment services providers.

5. COMMISSION

5.1 World Dating Partners shall pay Commission to the Partner on net receipts received from Members during the Term as follows:-

5.1.1 In respect of Services 75% on Members’ initial subscriptions and 50% of Members’ renewal subscriptions;

5.2 Net receipts means gross receipts less VAT or similar tax, credit card and other, merchant charges, the cost of conversion to £sterling, refunds, returns, uncollected items, fraud or any reimbursements for costs of collection.

5.3 Commission shall only be payable if earned during the Term and/or in accordance with Clause 18.3.

6. PAYMENT

6.1 Payment will be made by posted cheque or (at World Dating Partners' option) direct bank credit in the currency or currencies as required by Partner. Statements of Members' usage will be provided simultaneously. The Partner will be able to log into the Partner's account to check the Partner's statistics so that the Partner can track the Partner's performance for each Partner Page.

6.2 No payment of less than $100 value will be made in any currency. Commission shall accrue until at least $100 is payable. Currency conversions shall be made at the rate offered by World Dating Partners' bankers.

6.3 Sums deductible from Commission may be deducted from later payments. If deductions outstanding exceed Commission payable the Partner shall pay the deduction upon demand.

6.4 Partners are required to comply with banking regulations in terms of "chargebacks" related to their Members and the costs of these will be deducted from payments. It is the Partner's responsibility to ensure that chargebacks do not exceed 2.5% of payments. Visa and MasterCard rule that consistently breaking this will result in a fine of up to £25,000 for which Partner shall be responsible. Partners are advised to check the amount of chargebacks their Members are generating in the business management centre and should ask for immediate advice from World Dating Partners if they experience significant chargebacks. If the Partner is getting too many chargebacks then it must take measures to reduce it. A list of countries that are recognized as high risk areas can be obtained by emailing partners@world-dating-partners.com

7. PARTNER PAGES DEVELOPMENT CHARGES

7.1 Partners requiring chargeable development services will be advised and required to approve the development cost.

7.2 If within six months of going live, the Partner Pages generate monthly new members of at least the appropriate figure set out below no charge for development will be made.

7.3 If the figure is not reached then no Commission shall be paid to the Partner until either the cost of development (as set out below) has been recovered by World Dating Partners or (if earlier) the monthly new members figure is achieved.

7.4 Alternatively the Partner shall on demand pay the development cost (or so much as has not been recovered from Commission) to World Dating Partners.

7.5 Development costs and monthly new member per month targets are:-

7.6 Partners operating at "Template" level can apply for free co-branded Partner Pages when they consistently bring 600 new Members per month.

7.7 If the Partner has requested chargeable development services it has an obligation to market the Partner Pages until the cost of the development has been recovered.

7.8 If World Dating Partners has recovered cash for Development Services from the Partner pursuant to clause 7.4 it shall not terminate this Agreement pursuant to clause 18.1 until the Partner has received Commission equal to the cash so recovered.

7.9 If the Partner does not promote the Partner Pages for 3 consecutive months and the site activity falls below the required level (as set above) World Dating Partners reserves the rights to change the Partner commission structure.

7.10 If this agreement terminates (otherwise than on notice from World Dating Partners pursuant to clause 18.1) before the revenue earned by World Dating Partners is equal to the specified cost, the Partner shall pay the balance to World Dating Partners.

8. DISCOUNTS AND INCENTIVES

8.1 At no time shall the Partner offer or advertise any discount, bonus, incentive, or similar in respect of the Services. World Dating Partners may offer free or discounted membership.

9. PRIVACY

9.1 To protect Members' privacy Members' Personal Data (including identity) will not be provided to the Partner in statements of member applications but shall be retained by World Dating Partners. Members' Personal Data shall be owned by World Dating Partners who may use it for all purposes permitted under DPA in the UK.

10. CONTACTING MEMBERS AND OTHER PARTNERS

10.1 World Dating Partners does not usually provide Member Personal Data (including contact information) to partners. Partner (and connected parties) may become Members and use the Services but only in accordance with membership rules. If the Partner thinks that it has a legitimate purpose for contacting another partner or a Member for other than personal reasons, the Partner should submit its intentions to World Dating Partners first. If agreed that the contact is warranted World Dating Partners will facilitate it for the Partner.

11. PRIVACY POLICY

11.1 The privacy of Members' and Partners' information is paramount and never disclosed to any third party without due cause. The World Dating Partners Privacy Policy forms part of this Agreement and the partners are obliged to comply with it (in its current form from time to time) in relation to Members.

11.2 The Partner consents to World Dating Partners obtaining (whether from him or others) recording and using Personal Data about the Partner in connection with this Agreement and for so long as may be reasonably required for legitimate purposes. The Partner also consents to World Dating Partners disclosing that information to others with a legitimate reason to receive it (e.g. prospective or current Members or partners or transferees or potential transferees of World Dating Partners business, regulatory authorities and complainants) whether inside or outside the European Economic Area.

11.3 As part of the Partnership Programme the Partner will be given a password to access the Partner's administration area and change the Partner's contact information. It is the Partner's responsibility to maintain secrecy and control of this password so that others cannot gain access to, or change, the Partner's information. World Dating Partners cannot be held responsible for any loss of information or incorrect sending of payments if the Partner fails to protect the Partner's information.

12. SPAM POLICY

12.1 The following policy regarding the use of "spam" shall be read and construed in conjunction with World Dating Partners privacy policy.

12.2 Spam, for the purposes of this Agreement, shall be defined as unsolicited commercial email sent to third parties with whom the Partner has no existing relationship or permission to send email for the purpose of promoting or generating business, or traffic, promoting any idea, harassing anyone for any reason, etc. especially but not limited to being via bulk email. This includes posting in newsgroups, forums, etc. where they do not specifically allow commercial posts.

12.3 If the Partner is not sure if something constitutes spam, it should not do it. Use of spam to promote the Partner's links to the Website or traffic to a web site that includes a link to the Website will be grounds for immediate termination for cause without previous notice and the Partner shall forfeit any right to unpaid or future Commission. The Partner shall indemnify World Dating Partners from any claim or demand made by any third party due to or arising out of the Partner's breach of this Clause.

13. INTELLECTUAL PROPERTY RIGHTS

LICENCE

13.1 World Dating Partners hereby grant the Partner a non-exclusive, non-transferable, revocable right to use World Dating Partners' logos, Trademarks, trade names, and similar identifying materials in the Partner's effort to promote World Dating Partners pursuant to this Agreement and during the term hereof as they appear in the banners supplied by World Dating Partners to the Partner.

13.2 The Partner agrees not to use the Trademarks or other materials in any manner that is disparaging or that otherwise portrays World Dating Partners in a negative light. World Dating Partners reserves all its rights in the Trademarks or other materials and may revoke all or any part of the Partner's licence at any time.

WEBSITE AND PARTNER'S PAGES

13.3 Subject to Clause 13.6 the Partner acknowledges that the look and feel and content of the Website is owned by or licensed to Datech by third parties and that the Partner has no rights therein.

13.4 The Partner agrees that the copyright in any material (other than Partner's Material) commissioned by the Partner for inclusion in the Partner Pages or the Website shall if created by World Dating Partners belong to World Dating Partners and if created by others be licensed to World Dating Partners.

13.5 World Dating Partners acknowledges that all intellectual property rights in the Partner's Materials belong to or are licensed to the Partner.

13.6 The Partner grants to World Dating Partners a non-exclusive, perpetual, worldwide, royalty-free licence to use the Partner Materials during the Term for the purpose of promoting the Partner Pages and performing the Services.

13.7 In the event that the Partner shall become aware of the infringement or threatened infringement of any of the intellectual property rights of World Dating Partners it shall immediately notify World Dating Partners and co-operate with World Dating Partners in any effort of World Dating Partners to prevent such infringement.

13.8 World Dating Partners may, but is not obliged to, institute such actions or proceedings or take such other steps to end such infringement as World Dating Partners wishes. The Partner shall not (except as requested by World Dating Partners) have any involvement in such proceedings.

13.9 Where a third party brings or threatens to bring proceedings against the Partner alleging that the Partner's use (as permitted by this Agreement) of the Trademark or any material originating from World Dating Partners infringes the third party's rights then once World Dating Partners has agreed to fully indemnify the Partner against any costs or damages incurred World Dating Partners shall if it so requests be given conduct of the action and to the extent necessary may amend such material so that it no longer infringes.

PARTNER'S MATERIAL

13.10 The Partner warrants that any Partner's Material supplied by it or incorporated by it into the Partner Pages or Website is:

13.10.1 its own original creation; or

13.10.2 not protected by third party trademark, copyright or similar protection; or

13.10.3 if so protected is licensed for use by World Dating Partners as set out in Clause 13.6; and

13.10.4 not offensive, defamatory, unlawful or contrary to any regulatory regime.

13.11 The Partner acknowledges World Dating Partners' rights to block, remove or amend any part of the Partner Pages or the Website if subject to or in World Dating Partners' opinion likely to be subject to third party complaint.

13.12 The Partner agrees to indemnify World Dating Partners against all costs losses and expenses incurred as a result of the inclusion of any Partner Material on the Website in breach of the warranty set out in Clause 13.10.

WORLD DATING PARTNERS BRANDING

13.13 An image will be displayed on the Partner Pages that identifies the Partner as a World Dating Partners Partner. The phrase "Powered by the World Dating Partners" will also be displayed on the Partner Pages.

14. OWNERSHIP OF MEMBERS AND DATA PROTECTION

14.1 Every Member is a customer of World Dating Partners.

14.2 The Website provides for customers to provide Personal Data direct to World Dating Partners which will not provide it to partners without their consent and the Partner has no right of access to any Member Personal Data.

14.3 Except as expressly provided in this Agreement the Partner has no right to any Personal Data collected by World Dating Partners in the provision of Services.

14.4 The parties each warrant that:

14.4.1 it is permitted or will before the processing commences be permitted under the DPA to process Personal Data to be acquired by it in connection with this Agreement.

14.4.2 it will not process such data provided by the other otherwise than in accordance with the terms of this agreement or as otherwise permitted by law or required by the other.

14.4.3 it will comply with the DPA in relation to security measures taken to protect all Personal Data transferred to it pursuant to this agreement.

15. RIGHT OF REPRESENTATION

15.1 The Partner gives World Dating Partners the right to represent itself as being the Partner when communicating with any Members but it shall not thereby create any obligation or make any admission of liability on behalf of the Partner.

16. PERSONAL USE

16.1 The Partnership Program is intended for commercial use only. The Partner may not use the Partnership Program to earn a separate commission from the Partner's own dating membership. Partnership does not entitle the Partner to any dating membership privileges beyond those which any member has, whether that membership is free or paid.

17. VARIATIONS

17.1 World Dating Partners reserve the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion upon 7 days notice to the Partner.

17.2 Should the Partner not agree with any changes the Partner may terminate this Agreement with immediate effect and shall remove all its links to the Website. The Partner's continued participation in the Partnership Programme shall constitute the Partner's binding acceptance of the change(s).

18. TERM AND TERMINATION

18.1 This Agreement will begin upon notification by World Dating Partners of its acceptance of the Partner's request for registration and shall continue thereafter until terminated by either party giving 3 months' written notice to the other.

18.2 World Dating Partners shall and without prejudice to its other rights have the right to terminate this Agreement immediately at any time by giving notice in writing to the Partner in any of the following events:

18.2.1 if the Partner shall commit a breach of any of the terms or conditions of this Agreement and (where such breach is in World Dating Partners' opinion capable of remedy) shall fail to remedy such breach to World Dating Partners' satisfaction within 30 days after World Dating Partners has given it notice in writing thereof; or

18.2.2 if the Partner shall be unable to pay its debts as they fall due or shall become subject to any insolvency procedures; or

18.2.3 if the Partner shall be convicted of any criminal offence or act in any way which in World Dating Partners reasonable opinion is likely to adversely affect the reputation and goodwill of World Dating Partners or the Services.

18.3 In the event of termination of this Agreement by World Dating Partners pursuant to clause 18.1 World Dating Partners shall continue to pay Commission in accordance with Clause 5 on then current Members for two years following termination and such sums shall be on account of any indemnity or compensation that the Partner is entitled to receive at law for termination of this Agreement.

18.4 If this Agreement is terminated by World Dating Partners in accordance with Clause 18.2, then the Partner will forfeit any unpaid Commissions.

19. CONSEQUENCES OF TERMINATION

19.1 Upon termination of this Agreement:

19.1.1 all access to the website through the Partner Pages will be terminated and all Members will be notified of a different website from which they may regain access to the World Dating Partners Network;

19.1.2 the Partner shall:

(a) cease forthwith to use the Trademarks or any imitations or approximations thereof;

(b) not hold itself out as connected with World Dating Partners;

(c) not divulge or use any confidential information of World Dating Partners; and

(d) immediately return to World Dating Partners or (at World Dating Partners' option) destroy all promotional material which may in any way be associated with World Dating Partners and/or its business.

20. WARRANTY DISCLAIMER

20.1 World Dating Partners gives no warranties, representations or guarantees as to the performance of the Partnership Programme or the level of revenue or profits which the Partner will receive as a result of promoting the Services except as expressly set forth in this Agreement

20.2 Whilst it will use all reasonable endeavours to provide the Services in a professional fashion and give full satisfaction to Members World Dating Partners accepts no responsibility to the Partner for any loss of customer revenue as a result of its failure to provide the Services properly or at all.

21. INDEMNIFICATION

21.1 The Partner shall defend, indemnify and hold harmless World Dating Partners, and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that (i) it is based upon a breach of Partner's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or wilful misconduct of Partner; or (iii) it is based upon Partner's violation of any applicable law or regulation in providing products or services hereunder

22. INDEPENDENT CONTRACTORS

22.1 The Partner and World Dating Partners are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

22.2 The Partner is solely responsible for any taxes due as a result of any Commission earned.

22.3 The Partner will have no authority to make or accept any offers or representations on World Dating Partners' behalf and the Partner will not make any statement, whether on the Partner's own website or otherwise, to the contrary

23. GENERAL

23.1 The Partner shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it or purport to do any of the same without the prior written consent of World Dating Partners such consent not to be unreasonably withheld.

23.2 This Agreement (including the documents referred to herein) (the "Documents") constitutes the entire agreement between the parties, and supercedes any previous understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in the Documents inducing it to enter into this Agreement, provided always that nothing in this Agreement shall absolve any party from liability for any pre-contractual statement made fraudulently.

23.3 A failure by either party hereto to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

23.4 For the purposes of the Contracts (Rights of Third Parties) Act 1999 or any equivalent law in any other jurisdiction the parties do not intend any person other than a party to this Agreement to be able to enforce any term of this Agreement (save where may be expressly stated otherwise in this Agreement).

23.5 This Agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English Courts.

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