Affiliate GENERAL TERMS and CONDITIONS

GENERAL TERMS and CONDITIONS
of Affiliate Programs of insparx GmbH partners
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AFFILIATE GENERAL TERMS and CONDITIONS of be2 S.à.r.l. (be2 GTC)

(Status: January 19th 2017)

Preamble
The following general terms and conditions (“be2 GTC”) together with the special rules of the selected campaign/s govern the Affiliate Program (“Program”) of be2 S.à.r.l., 13 rue du Commerce, L-1351 Luxembourg, Luxembourg (“Advertiser”) and therefore are the complete contractual relationship between Advertiser and Affiliate (“Affiliate”) for all campaigns offered by Advertiser and selected by Affiliate:

§ 1 Definitions

(a) The selected campaigns and these be2 GTC are collectively referred to as this "Agreement".
(b) Advertiser and Affiliate are referred to as “party” and collectively referred to as the “Parties”.
(c) “Program” shall be be2 Affiliate Platform on which Advertiser offers to the participating Affiliates a variety of campaigns to select from.
(d) “Campaigns” shall be the different advertising possibilities which Affiliate can select to promote them on its website(s). Campaigns offered by Advertiser be2 are labeled as “be2, Academicsingles,Leparfaitgentleman” campaigns in the Program.
(e) "Action" means an act or event by a third party upon which the Cost Per Acquisition (CPA), Cost Per Click (CPC), Cost Per Thousand (CPM), Cost Per Lead (CPL), Cost Per Download (CPD), Cost Per Install (CPI), Cost Per Sale (CPS) or any other payment is based, as defined in the campaign selected.
(f) "Lead": confirmed registration from a real user
(g) "Sale" or "Order": subscription/membership done with a valid credit card

§ 2 Program Participation

(a) Affiliate Application and Account

  • To become a member of Advertiser’s Program the Affiliate shall send a request for its participation to Advertiser. In case Affiliate has worked with Advertiser before via another network, Affiliate shall promptly notify Advertiser about this fact in its request.
  • Advertiser reserves the right to refuse the request to its sole discretion.
  • By signing up the Affiliate accepts these be2 GTC. Any differing GTC of Affiliate are expressly excluded and not accepted.
  • Advertiser reserves the right to refuse the signing up to its sole discretion. If Affiliate’s signing up is accepted, Advertiser provides Affiliate with the login data to Affiliate’s Account.
  • Affiliate shall immediately at first login change its password, control and if necessary correct its Account info data.

(b) Affiliate’s warranty

Affiliate warrants that:

  • if the application is done for a company or other legal entity the person signing up has the authority to enter into this binding Agreement on behalf of this company or this other legal entity.
  • if application is done for an affiliate network, the network has bound its affiliates to the same conditions and restrictions as network is bound to under these be2 GTC.
  • the data Affiliate provides for signing up and also later in its Program Account is at all times complete and accurate. In case of later changes, Affiliate is solely responsible to update its data within 3 (three) business days.
  • Affiliate keeps the login data for Affiliate’s Account at all times strictly confidential and does not forward it to any third parties. Affiliate promptly informs Advertiser in case of a real or alleged loss of login data or a third party having or allegedly having access to Affiliate’s Account.

§ 3 Use of the Program
(a) Campaigns

  • Advertiser is free to select any and all campaigns provided in the Program.
  • Advertiser reserves the right to refuse any campaign request to its sole discretion.
  • Campaigns may contain further restrictions concerning promotion of the campaigns and/or requirements concerning the validity of actions, leads, etc. Generally Advertiser solely accepts leads/sales of the country origin.
  • Advertiser reserves the right to modify campaign conditions at any time at its sole discretion with effect for the future. Advertiser will near-term notify Affiliate of the changes via email.
  • Both parties may terminate this agreement anytime by providing notice to the other party.

(b) Advertising material
Affiliate may either:

  • use Advertiser’s advertising material provided by Advertiser in selected campaign.

Advertiser’s advertising material shall solely be used “as is”.
Affiliate is not allowed to:

  • make any modifications to this material;
  • combine Advertiser’s advertising material with anything else;
  • use Advertiser’s advertising material on any pornographic websites;
  • use any other material of Advertiser which is not provided in the selected campaign;
  • copy any creatives or texts from Advertisers websites.
  • create its own advertising material.

    Affiliate creates such own advertising material completely at its sole cost and expense.
    Affiliate is not allowed to:

  • use any Advertiser’s advertising material in combination with Affiliate’s own advertising material;
  • use /mention any of Advertiser’s logos, brand names or URL in combination with Affiliate’s own advertising material.
  • All published advertising material will be subject to the Advertiser’s prior approval.

(c) Further Program restrictions
Affiliate is not allowed to:

  • use any material (photos, etc.) for which Affiliate has no copyright or proper license for
  • use any material (photos, etc.) which consists of or contains photos of persons under the age of eighteen (18) years, even if Affiliate has copyright or proper license for such material
  • use Advertiser’s brand (logos, brand names, URL, etc.) to promote sites that do not belong to Advertiser’s portfolio
  • promote Advertiser’s campaigns on sites that show no content, only banners
  • promote Advertiser’s campaigns on sites that are not existing yet or (still) under construction
  • promote Advertiser’s campaigns on sites that contain illegal, pornographic or any racist content
  • promote Advertiser’s campaigns on sites that are not available or returning an error
  • involve any spyware, adware, spoofing, phishing or the violation of the terms of service/use, privacy policy or advertising guidelines of any website
  • run an automatic re-direct from Affiliate site to one of Advertiser’s domains/pages
  • to send any incentivized traffic to Advertiser
  • generate any fraudulent traffic and/or forward such traffic to Advertiser
  • to offer any discounts or free offers for Advertiser’s products, unless this is expressly mentioned in the campaign selected
  • link directly to an Advertiser’s  domain (e.g. be2.de, acacemicsingles.co.uk, leparfaitgentleman.fr) in Google Search, Google Search Network, Yahoo! Search Marketing or Bing/MSN, etc., but link to Affiliate’s own domain
  • bid on adwords which are identical to or include Advertiser’s brands and trademarks, including any misspellings of Advertiser’s brands and trademarks including, but not limited to, the below listed misspellings; as far as possible, all the misspellings should be requested to be added as negatives.
  • bid on keywords which are identical to or include Advertiser’s brands and trademarks, including any misspellings of Advertiser’s brands and trademarks including, but not limited to, the below listed misspellings; as far as possible, all the misspellings should be requested to be added as negatives.
  • bid on adwords which are identical to or include brands and trademarks of Advertiser’s competitors, including any misspellings.
  • bid on keywords which are identical to or include brands and trademarks of Advertiser’s competitors, including any misspellings.

Advertiser’s brand misspellings (list is not exhaustive):
be2, be 2, b2, b 2, betwo, be two, btwo, b two, betoo, be too, btoo, b too, bee2, bee 2, beetwo, bee two, beetoo, bee too, betu, be tu, btu, b tu, beetu, bee tu, 2be, 2 be, 2b, 2 be, Academic Singles, Le Parfait Gentleman
In case of e-mail Advertising Affiliate shall maintain a regularly updated suppression list containing all current unsubscribe requests and comply at all times with the current European data protection laws (opt-out possibility, no spam, etc.).
Affiliate will at all times insert the tracking code/s on its site/s.

(d) Facebook advertising rules

Facebook advertising for Advertiser is only allowed under the condition that the Affiliate:

  • Complies at all times with the (i) Facebook Advertising Guidelines; (ii) and the Facebook Ads Policy; (iii) and the Facebook Guidelines for Dating in all advertisements for Advertiser’s brands and trademarks
  • Selects in the be2 Affiliate Program “social” as traffic source
  • Sends an e-mail to its Advertiser’s Account manager to ask for prior approval to run Facebook Ads
  • Receives this approval from the Advertiser’s Account manager
  • Uses solely the Facebook ads as provided by the Advertiser for this purpose
  • In case the Affiliate wants to create its own Advertising material the Affiliate needs to get prior approval from its Advertiser’s  Account manager to run any of these specific creatives, texts and targeting.

In case the Affiliate infringes our Facebook advertising rules above all pending conversions and approved conversions that have not been paid out yet will be declined and the Affiliate will be removed immediately from the Program. This shall not restrain Advertiser to claim further damages from the Affiliate arising from this infringement. The Affiliate will not be allowed to ever run through the Program again, this also includes Affiliate acting through any another entity, company or network.

 (e) Reports

Reports are provided in Advertiser’s Program within the Affiliate’s Account. Affiliate shall check reports regularly himself.  In the event of a discrepancy between Advertiser’s reports and the Affiliate’s pixel tracking, the smaller number of Actions recorded between the two methods shall prevail.

§ 4 Payment
(a) All actions (e.g. impressions, leads, sales, etc.) are subject to manual approval by Advertiser. Advertiser reserves the right to reject any action in its sole discretion at any time.
Actions to be rejected are such as the following, but not limited to:
-any leads or sales not generated in the country of origin
-any unfinished leads (e.g. user stops registration before completion)
-any reversed or refunded sales (e.g. chargebacks)
(b) In-App campaigns (Android/iOS): if Advertiser pays on CPI model (=pay per install) the install-to-registration rate shall be maintained by Affiliate at 20% or higher at any time. Whenever this rate falls below 20% during any time period (hour or day), any and all installs (CPI) occurring during that time period do not qualify for payment and will be rejected by Advertiser.
(c) Final approved states are published in the Affiliate Account the latest 3 (three) business days after the end of each month.
(d) In case campaign contains a cap (=maximum payout amount for campaign or maximum number of clicks/leads/sales, etc. accepted for campaign) all clicks/leads/sales, etc. exceeding this cap do not qualify for payments. Affiliate is solely responsible to monitor the reaching of this cap.
(e) Advertiser pays out approved leads/sales commission once a month. Rejected actions are not valid for any payment by Advertiser. Payment is done 15 days following end of calendar month. Payment will only be done if the payout threshold of 50 EUR/GBP/USD is reached.
(f) Advertiser automatically deducts from approved commission amount any accruing chargeback fees and chargeback handling costs. In case chargeback fees and handling costs exceed the approved commission amount, Advertiser invoices the outstanding fees and costs to Affiliate. Such Advertiser invoices are due immediately.
(g) Affiliate shall pay all sales and other taxes which may be apply to the Parties in connection with this Agreement, except for the Advertiser’s income taxes.
§ 5 Intellectual Property
(a) Advertiser grants Affiliate a non-exclusive, transferable, worldwide right to use Advertiser’s advertising material as provided in the selected campaign solely for the purpose to promote the selected campaigns under the conditions and restrictions as set forth in the Agreement. 
(b) Each party will retain and own all intellectual property rights in and to its business, its trademarks, its Services, its websites, logos, texts, graphics, etc. and any of its data provided to the other party, without limitation.
(c) No further rights are granted from each party except as expressly granted under these be2 GTC.
(d) Affiliate shall not reverse engineer the Program, or disassemble, decompile, or otherwise apply any procedure or process to the Program in order to ascertain or derive the source code or source listings for the Program or other software provided under this Agreement, or any algorithm, process, procedure or trade secret information contained in the Program or any software provided by the Advertiser.

§ 6 Affiliate Warranties

(a) Affiliate warrants that:

  • concerning its own advertising material created and/or used, it owns and/or has any and all rights (including, without limitation, licensee rights) which are necessary to permit the use and that the material complies with any applicable legal requirements; especially that it does not infringe any third party rights of any kind.

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  • no part of the Affiliate’s own Advertising material will violate any laws, be defamatory; or  contain viruses, trojans, worms, time bombs or other similar harmful or deleterious programming routines;
  • no advertising is targeted to consumers under the age of eighteen (18) years;
  • Affiliate complies with all conditions and restrictions set forth herein, especially, but not limited to those under § 3 of these be2 GTC and with all set for the in the selected campaign/s.

 (b) Affiliate prior to loading any computer program onto an individual’s computer including, without limitation, has provided  clear and conspicuous notice to the customer and has received express consent of, such individual prior to install such computer program;  

(c) Affiliate warrants not generating and/or forwarding any fraudulent actions to Advertiser.

§ 7 Disclaimer of Advertiser Warranties 

(a) Advertiser to its best effort takes care that its advertising material and websites comply at all time with any applicable legal requirements; especially that it does not infringe any third party rights of any kind. In case of a failure to comply with any legal requirements or an infringement of third party rights Advertiser takes care to cease the infringement in time. Advertiser expressly excludes any warranties towards Affiliate based on this.

(b) The Advertiser provides its Program on an “AS IS” and "AS AVAILABLE" basis, without any warranty of any kind and without any guarantee of continuous or use.

(c) In the event of interruption of the Program and/or the Advertiser’s websites the Advertiser’s sole obligation towards Affiliate will be to restore the Program and/or the websites as soon as commercially practicable.

(d) The Advertiser hereby disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

§ 8 Confidential Information

(a) As used herein, “Confidential Information” means any information disclosed during the term of this Agreement by one party (the “disclosing party”) to the other party (the “receiving party”) which is or should reasonably be understood to be confidential and/or proprietary, including, without limitation, the material terms of this Agreement and/or any IO (including, without limitation, pricing), technical processes and other unpublished financial information, business secrets, product and business plans.  In addition, any information expressly designated as “Confidential” by either party shall be treated as Confidential Information. 

(b) The receiving party shall hold the Confidential Information strictly confidential, and except for the disclosing party having given its prior written consent, the receiving party shall not use such Confidential Information for any purpose other than to exercise its rights and perform its obligations hereunder. The receiving party shall not disclose any Confidential Information to any person or entity, except to those of its employees, professional advisers and agents who need to know such information in order for the receiving party to exercise its rights or perform its obligations hereunder; and who have been made aware of the confidential nature of such information and have been bound to the same confidentiality obligation as the receiving party.  Each party shall be responsible for the compliance by each of its employees, professional advisers or agents with the terms of this clause in respect of the Confidential Information of the other party. 

(c) Confidential Information does not include any information that:  (i) is at the time of disclosure available to the general public or at a later date becomes available to the general public through no violation of this Agreement; (ii) as shown by written records, was specifically known to, or in possession of, the receiving party at the time of its disclosure by the disclosing party or its agent/s free of any confidentiality obligation; (iii) as shown by written records, is acquired by the receiving party through a third-party which is not thereby breaching any obligation of confidence to the disclosing party known to the receiving party; or (iv) is independently developed by the receiving party without reference to any of the disclosing party’s Confidential Information. 

(d) In the event that the receiving party becomes legally obliged or obliged by a court or another authority to disclose any of the Confidential Information, the receiving party will provide the disclosing party with prompt prior written notice of such requirement so that it may seek any appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such remedy is not obtained, or the disclosing party waives compliance with the provisions hereof, the receiving party may disclose only such portion of the Confidential Information that is legally required to be disclosed. 

(e) The receiving party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to seek injunctive relief.

§ 9 Termination

(a) Form
Either party may terminate this Agreement or any campaign, for any reason, anytime by providing notice to the other party. Notice shall be delivered via email to:

  • the Affiliate’s contact email address as provided in the Affiliate Account
  • the Advertiser’s responsible Affiliate Account manager

(b) Effect of termination:

  • Affiliate’s right to use any of Advertiser’s advertising material immediately stops with effective date of the termination.
  • Affiliate shall stop any and all promotions of Advertiser’s campaigns to this date.
  • Affiliate has to automatically return or delete any of Advertiser’s advertising material. In case of deletion Affiliate has to give proof to Advertiser of deletion.
  • Any accrued but unpaid payment obligations, shall survive termination. Advertiser shall pay the Affiliate in the event of termination, for any Actions which are approved by Advertiser that result from advertising placed or sent by the Affiliate prior to termination.

(c) Termination for cause:

  • In case of Affiliate’s breach of the Agreement, particularly of any conditions or restrictions set forth in the Agreement, such as, but not limited to, generating and/or forwarding fraudulent actions to Advertiser, Advertiser may immediately terminate all campaigns selected by Affiliate and close Affiliate’s Account without any prior notice.
  • In this case Advertiser does not owe Affiliate any commission and/or further pay-out. Advertiser is further entitled to claim further damages from Affiliate concerning the breach of the Agreement.
  • Affiliate and its successors are irrevocably excluded from applying and/or participating to Advertiser’s Affiliate Program to any time in the future from thereon, no matter if application/participation takes place under the same Account data which has been terminated for cause or under any other Account data. In case Advertiser detects that an Affiliate has infringed this Clause 9 (c) iii., Advertiser has the right to immediately terminate Affiliate’s Account for cause, i.e. with immediate effect with the consequences are defined in this Clause 9 (c). In addition to that Affiliate is obliged to pay Advertiser a penalty for each case of infringement in the amount of Euro 1,000,000.00 (one million) or the maximum amount possible by law.

(d) Clauses 2 (b), 3, 4 (e), 5-12 shall survive termination.

§ 10 Liability Limitations

(a) In no event will either party be liable for any special, punitive incidental, consequential or other indirect damages, including, without limitation, damages for interrupted communications, loss of use, lost business, lost data or lost revenues or profits (even if such party was advised of the possibility of any of the foregoing), arising in any way out of or in connection with this Agreement.

(b) This exclusion of liability will not apply in case Affiliate generates and forwards any fraudulent actions to Advertiser that result in penalties or any other claims of Advertiser’s credit card partners. Affiliate is fully liable for any and all damages arising out such fraudulent actions for Advertiser.

(c) The Advertiser will not be liable, or considered in breach of this Agreement and/or any applicable campaign, on account of any delay or failure to perform under this Agreement and /or any applicable campaign as a result of causes or conditions that are beyond the Advertiser’s control.

(d) The Advertiser’s liability will be in any way limited to the amounts paid to the Affiliate by Advertiser pursuant to this Agreement during the period of twelve (12) months immediately preceding the event on which such liability is based upon.

(e) The disclaimer will not apply as far as prohibited by law. The disclaimer will not apply in case of damages resulting from injury to life, body or health caused by willful misconduct or gross negligence of Provider or any of its legal representatives.
The disclaimer will not apply for damages caused by willful misconduct or gross negligence of Advertiser or its legal representatives leading to a breach of the core contractual obligations.

§ 11 Indemnification

Affiliate agrees to indemnify, defend, and hold harmless the Advertiser, its managers, officers, employees and external service providers from and against any and all third party claims, and all liabilities, damages, costs and expenses including reasonable attorneys’ fees related thereto, arising out of, resulting from or otherwise relating to Affiliate’s breach of any term of this Agreement, including, without limitation, any representation or warranty of Affiliate contained herein; the Affiliate’s Advertising or Affiliate’s own Advertising material, in any manner whatsoever; and/or Affiliate’s gross negligence or willful misconduct.  

§ 12 Non-Solicitation of Advertiser’s employees

Affiliate will neither directly, nor indirectly strive to solicit any of the Advertiser’s employees within the duration of this Agreement and for a period of 12 months after termination. In case of a breach of this obligation Affiliate shall pay an amount of $ 50,000 per event. Non-solicitation shall not include employees applying to general job vacancies of Affiliate. 

§ 13 Miscellaneous

(a) This Agreement sets forth the entire agreement of the parties, and supersedes any and all prior oral or written agreements or understandings between the parties, as to the subject matter hereof.  This Agreement becomes binding when Advertiser sends login data to Affiliate.  If the Affiliate has any differing terms and conditions, these are not accepted and expressly excluded.

(b) Advertiser may modify these be2 GTC from time to time. Current be2 GTC are available in the Affiliate Account. Affiliate is obliged to regularly check the be2 GTC. The continuing use of the Program shall mean Affiliate’s acceptance of the modified be2 GTC. In case Affiliate refuses to accept the modified be2 GTC Affiliate shall terminate all campaigns it selected and the Agreement by sending notice to Advertiser’s responsible Affiliate Account manager.
Advertiser may also modify campaign details as defined under these be2 GTC in clause § 3 (a) iv. by sending email notification to Affiliate. In case Affiliate refuses to accept the modified campaign Affiliate shall terminate this campaign by sending notice to Advertiser’s responsible Affiliate Account manager.

(c) The Program provided by the Advertiser under this Agreement and any campaigns are not exclusive to Affiliate.  The Advertiser may offer the Program and the campaigns therein to any other person or entity in the Advertiser’s sole discretion, including Affiliate’s competitors.  With respect to any “cost per acquisition” or CPA Campaign, or any co-registration Campaign, Affiliate agrees that any Action generated thereby is not exclusive to Affiliate and that Advertiser may, in its sole discretion, transmit any offers to such Action.     

(d) This Agreement will be governed and construed in accordance with the laws of Luxembourg without giving effect to conflict of laws principles.  Both parties consent to the exclusive jurisdiction of Luxembourg.

(e) If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

(f) Affiliate may not assign this Agreement without the prior written consent of Advertiser.  The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. 

(g) The parties hereto are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

 (h) All headings and captions are inserted for convenience of reference only and will not affect the meaning or interpretation of any provision in this Agreement. 

(i) No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 

 

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AFFILIATE GENERAL TERMS and CONDITIONS of Interdate S.A. (Interdate GTC)
(Status: January 19th 2017)
Preamble
The following general terms and conditions (“Interdate GTC”) together with the special rules of the selected campaign/s govern the Affiliate Program (“Program”) of Interdate S.A., 13 rue du Commerce, L-1351 Luxembourg, Luxembourg (“Advertiser”) and therefore are the complete contractual relationship between Advertiser and Affiliate (“Affiliate”) for all campaigns offered by Advertiser and selected by Affiliate:
§ 1 Definitions
(a) The selected campaigns and these Interdate GTC are collectively referred to as this "Agreement".
(b) Advertiser and Affiliate are referred to as “party” and collectively referred to as the “Parties”.
(c) “Program” shall be Interdate Affiliate Platform on which Advertiser offers to the participating Affiliates a variety of campaigns to select from.
(d) “Campaigns” shall be the different advertising possibilities which Affiliate can select to promote them on its website(s). Campaigns offered by Advertiser Interdate are labeled as “c-date, casualdating, cdating”, “Lovrs” or “lisa18” campaigns in the Program.
(e) "Action" means an act or event by a third party upon which the Cost Per Acquisition (CPA), Cost Per Click (CPC), Cost Per Thousand (CPM), Cost Per Lead (CPL), Cost Per Download (CPD), Cost Per Install (CPI), Cost Per Sale (CPS) or any other payment is based, as defined in the campaign selected.
(f) "Lead": confirmed registration from a real user
(g) "Sale" or "Order": subscription/membership done with a valid credit card
§ 2 Program Participation
(a) Affiliate Application and Account

  • To become a member of Advertiser’s Program the Affiliate shall send a request for its participation to Advertiser. In case Affiliate has worked with Advertiser before via another network, Affiliate shall promptly notify Advertiser about this fact in its request.
  • Advertiser reserves the right to refuse the request to its sole discretion.
  • By signing up the Affiliate accepts these Interdate GTC. Any differing GTC of Affiliate are expressly excluded and not accepted.
  • Advertiser reserves the right to refuse the signing up to its sole discretion. If Affiliate’s signing up is accepted, Advertiser provides Affiliate with the login data to Affiliate’s Account.
  • Affiliate shall immediately at first login change its password, control and if necessary correct its account info data.

(b) Affiliate’s warranty

Affiliate warrants that:

  • if the application is done for a company or other legal entity the person signing up has the authority to enter into this binding Agreement on behalf of this company or this other legal entity.
  • if application is done for an affiliate network, the network has bound its affiliates to the same conditions and restrictions as network is bound to under these Interdate GTC.
  • the data Affiliate provides for signing up and also later in its Program account is at all times complete and accurate. In case of later changes, Affiliate is solely responsible to update its data within 3 (three) business days.
  • Affiliate keeps the login data for Affiliate’s Account at all times strictly confidential and does not forward it to any third parties. Affiliate promptly informs Advertiser in case of a real or alleged loss of login data or a third party having or allegedly having access to Affiliate’s Account.

§ 3 Use of the Program
(a) Campaigns

  • Advertiser is free to select any and all campaigns provided in the Program.
  • Advertiser reserves the right to refuse any campaign request to its sole discretion.
  • Campaigns may contain further restrictions concerning promotion of the campaigns and/or requirements concerning the validity of actions, leads, etc. Generally Advertiser solely accepts leads/sales of the country origin.
  • Advertiser reserves the right to modify campaign conditions at any time at its sole discretion with effect for the future. Advertiser will near-term notify Affiliate of the changes via email.
  • Both parties may terminate this agreement anytime by providing notice to the other party.

(b) Advertising material
Affiliate may either:

  • use Advertiser’s advertising material provided by Advertiser in selected campaign.

Advertiser’s advertising material shall solely be used “as is”.
Affiliate is not allowed to:

  • make any modifications to this material;
  • combine Advertiser’s advertising material with anything else;
  • use Advertiser’s advertising material on any pornographic websites;
  • use any other material of Advertiser which is not provided in the selected campaign;
  • copy any creatives or texts from Advertisers websites.
  • create its own advertising material.

    Affiliate creates such own advertising material completely at its sole cost and expense.
    Affiliate is not allowed to:

  • use any Advertiser’s advertising material in combination with Affiliate’s own advertising material;
  • use /mention any of Advertiser’s logos, brand names or URL in combination with Affiliate’s own advertising material.
  • All published advertising material will be subject to the Advertiser’s prior approval.

(c) Further Program restrictions
Affiliate is not allowed to:

  • use any material (photos, etc.) for which Affiliate has no copyright or proper license for
  • use any material (photos, etc.) which consists of or contains photos of persons under the age of eighteen (18) years, even if Affiliate has copyright or proper license for such material
  • use Advertiser’s brand (logos, brand names, URL, etc.) to promote sites that do not belong to Advertiser’s portfolio
  • promote Advertiser’s campaigns on sites that show no content, only banners
  • promote Advertiser’s campaigns on sites that are not existing yet or (still) under construction
  • promote Advertiser’s campaigns on sites that contain illegal, pornographic or any racist content
  • promote Advertiser’s campaigns on sites that are not available or returning an error
  • involve any spyware, adware, spoofing, phishing or the violation of the terms of service/use, privacy policy or advertising guidelines of any website
  • run an automatic re-direct from Affiliate site to one of Advertiser’s domains/pages
  • to send any incentivized traffic to Advertiser
  • generate any fraudulent traffic and/or forward such traffic to Advertiser
  • to offer any discounts or free offers for Advertiser’s products, unless this is expressly mentioned in the campaign selected
  • link directly to any of Advertiser’s domains (e.g. c-date.de, casualdating.fr, cdating.ca, lisa18.com.mx, lovrs.net) in Google Search, Google Search Network, Yahoo! Search Marketing or Bing/MSN, etc., but link to Affiliate’s own domain
  • bid on adwords which are identical to or include Advertiser’s brands and trademarks, including any misspellings of Advertiser’s  including, but not limited to, the below listed misspellings; as far as possible, all the misspellings should be requested to be added as negatives.
  • bid on keywords which are identical to or include Advertiser’s brands and trademarks, including any misspellings of Advertiser’s including, but not limited to, the below listed misspellings; as far as possible, all the misspellings should be requested to be added as negatives.
  • bid on adwords which are identical to or include brands and trademarks of Advertiser’s competitors, including any misspellings.
  • bid on keywords which are identical to or include brands and trademarks of Advertiser’s competitors, including any misspellings.

Advertiser’s brand misspellings (list is not exhaustive):
cdate, date-c, seedate, see-date, ceedate, lisa18, lovrs, lovers
In case of e-mail Advertising Affiliate shall maintain a regularly updated suppression list containing all current unsubscribe requests and comply at all times with the current European data protection laws (opt-out possibility, no spam, etc.).
Affiliate will at all times insert the tracking code/s on its site/s.

(d) Facebook advertising rule

Facebook advertising is neither allowed for the brands c-date/casualdating/cdating, nor for lovrs or for lisa18.

In case the Affiliate infringes our Facebook advertising rule above all pending conversions and approved conversions that have not been paid out yet will be declined and the Affiliate will be removed immediately from the Program. This shall not restrain Advertiser to claim further damages from the Affiliate arising from this infringement. The Affiliate will not be allowed to ever run through the Program again, this also includes Affiliate acting through any another entity, company or network.

 (e) Reports

Reports are provided in Advertiser’s Program within the Affiliate’s Account. Affiliate shall check reports regularly himself.  In the event of a discrepancy between Advertiser’s reports and the Affiliate’s pixel tracking, the smaller number of Actions recorded between the two methods shall prevail.

§ 4 Payment
(a) All actions (e.g. impressions, leads, sales, etc.) are subject to manual approval by Advertiser. Advertiser reserves the right to reject any action in its sole discretion at any time.
Actions to be rejected are such as the following, but not limited to:
-any leads or sales not generated in the country of origin
-any unfinished leads (e.g. user stops registration before completion)
-any reversed or refunded sales (e.g. chargebacks)
(b) In-App campaigns (Android/iOS): if Advertiser pays on CPI model (=pay per install) the install-to-registration rate shall be maintained by Affiliate at 20% or higher at any time. Whenever this rate falls below 20% during any time period (hour or day), any and all installs (CPI) occurring during that time period do not qualify for payment and will be rejected by Advertiser.
(c) Final approved states are published in the Affiliate Account the latest 3 (three) business days after the end of each month.
(d) In case campaign contains a cap (=maximum payout amount for campaign or maximum number of clicks/leads/sales, etc. accepted for campaign) all clicks/leads/sales, etc. exceeding this cap do not qualify for payments. Affiliate is solely responsible to monitor the reaching of this cap.
(e) Advertiser pays out approved leads/sales commission once a month. Rejected actions are not valid for any payment by Advertiser. Payment is done 15 days following end of calendar month. Payment will only be done if the payout threshold of 50 EUR/GBP/USD is reached.
(f) Advertiser automatically deducts from approved commission amount any accruing chargeback fees and chargeback handling costs. In case chargeback fees and handling costs exceed the approved commission amount, Advertiser invoices the outstanding fees and costs to Affiliate. Such Advertiser invoices are due immediately.
(g) Affiliate shall pay all sales and other taxes which may be apply to the Parties in connection with this Agreement, except for the Advertiser’s income taxes.
§ 5 Intellectual Property
(a) Advertiser grants Affiliate a non-exclusive, transferable, worldwide right to use Advertiser’s advertising material as provided in the selected campaign solely for the purpose to promote the selected campaigns under the conditions and restrictions as set forth in the Agreement. 
(b) Each party will retain and own all intellectual property rights in and to its business, its trademarks, its Services, its websites, logos, texts, graphics, etc. and any of its data provided to the other party, without limitation.
(c) No further rights are granted from each party except as expressly granted under these Interdate GTC.
(d) Affiliate shall not reverse engineer the Program, or disassemble, decompile, or otherwise apply any procedure or process to the Program in order to ascertain or derive the source code or source listings for the Program or other software provided under this Agreement, or any algorithm, process, procedure or trade secret information contained in the Program or any software provided by the Advertiser.
§ 6 Affiliate Warranties

 

(a) Affiliate warrants that:

  • concerning its own advertising material created and/or used, it owns and/or has any and all rights (including, without limitation, licensee rights) which are necessary to permit the use and that the material complies with any applicable legal requirements; especially that it does not infringe any third party rights of any kind.

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  • no part of the Affiliate’s own Advertising material will violate any laws, be defamatory; or  contain viruses, trojans, worms, time bombs or other similar harmful or deleterious programming routines;
  • no advertising is targeted to consumers under the age of eighteen (18) years;
  • Affiliate complies with all conditions and restrictions set forth herein, especially, but not limited to those under § 3 of these Interdate GTC and with all set for the in the selected campaign/s.

 

 (b) Affiliate prior to loading any computer program onto an individual’s computer including, without limitation, has provided  clear and conspicuous notice to the customer and has received express consent of, such individual prior to install such computer program; 

(c) Affiliate warrants not generating and/or forwarding any fraudulent actions to Advertiser.

§ 7 Disclaimer of Advertiser Warranties 

(a) Advertiser to its best effort takes care that its advertising material and websites comply at all time with any applicable legal requirements; especially that it does not infringe any third party rights of any kind. In case of a failure to comply with any legal requirements or an infringement of third party rights Advertiser takes care to cease the infringement in time. Advertiser expressly excludes any warranties towards Affiliate based on this.

(b) The Advertiser provides its Program on an “AS IS” and "AS AVAILABLE" basis, without any warranty of any kind and without any guarantee of continuous or use.

(c) In the event of interruption of the Program and/or the Advertiser’s websites the Advertiser’s sole obligation towards Affiliate will be to restore the Program and/or the websites as soon as commercially practicable.

(d) The Advertiser hereby disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

§ 8 Confidential Information

(a) As used herein, “Confidential Information” means any information disclosed during the term of this Agreement by one party (the “disclosing party”) to the other party (the “receiving party”) which is or should reasonably be understood to be confidential and/or proprietary, including, without limitation, the material terms of this Agreement and/or any IO (including, without limitation, pricing), technical processes and other unpublished financial information, business secrets, product and business plans.  In addition, any information expressly designated as “Confidential” by either party shall be treated as Confidential Information. 

(b) The receiving party shall hold the Confidential Information strictly confidential, and except for the disclosing party having given its prior written consent, the receiving party shall not use such Confidential Information for any purpose other than to exercise its rights and perform its obligations hereunder. The receiving party shall not disclose any Confidential Information to any person or entity, except to those of its employees, professional advisers and agents who need to know such information in order for the receiving party to exercise its rights or perform its obligations hereunder; and who have been made aware of the confidential nature of such information and have been bound to the same confidentiality obligation as the receiving party.  Each party shall be responsible for the compliance by each of its employees, professional advisers or agents with the terms of this clause in respect of the Confidential Information of the other party. 

(c) Confidential Information does not include any information that:  (i) is at the time of disclosure available to the general public or at a later date becomes available to the general public through no violation of this Agreement; (ii) as shown by written records, was specifically known to, or in possession of, the receiving party at the time of its disclosure by the disclosing party or its agent/s free of any confidentiality obligation; (iii) as shown by written records, is acquired by the receiving party through a third-party which is not thereby breaching any obligation of confidence to the disclosing party known to the receiving party; or (iv) is independently developed by the receiving party without reference to any of the disclosing party’s Confidential Information. 

(d) In the event that the receiving party becomes legally obliged or obliged by a court or another authority to disclose any of the Confidential Information, the receiving party will provide the disclosing party with prompt prior written notice of such requirement so that it may seek any appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such remedy is not obtained, or the disclosing party waives compliance with the provisions hereof, the receiving party may disclose only such portion of the Confidential Information that is legally required to be disclosed. 

(e) The receiving party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to seek injunctive relief.

§ 9 Termination

(a) Form
Either party may terminate this Agreement or any campaign, for any reason, anytime by providing notice to the other party. Notice shall be delivered via email to:

  • the Affiliate’s contact email address as provided in the Affiliate Account
  • the Advertiser’s responsible Affiliate Account manager

(b) Effect of termination:

  • Affiliate’s right to use any of Advertiser’s advertising material immediately stops with effective date of the termination.
  • Affiliate shall stop any and all promotions of Advertiser’s campaigns to this date.
  • Affiliate has to automatically return or delete any of Advertiser’s advertising material. In case of deletion Affiliate has to give proof to Advertiser of deletion.
  • Any accrued but unpaid payment obligations, shall survive termination. Advertiser shall pay the Affiliate in the event of termination, for any Actions which are approved by Advertiser that result from advertising placed or sent by the Affiliate prior to termination.

(c) Termination for cause:

  • In case of Affiliate’s breach of the Agreement, particularly of any conditions or restrictions set forth in the Agreement, such as, but not limited to, generating and/or forwarding fraudulent actions to Advertiser, Advertiser may immediately terminate all campaigns selected by Affiliate and close Affiliate’s Account without any prior notice.
  • In this case Advertiser does not owe Affiliate any commission and/or further pay-out. Advertiser is further entitled to claim further damages from Affiliate concerning the breach of the Agreement.
  • Affiliate and its successors are irrevocably excluded from applying and/or participating to Advertiser’s Affiliate Program to any time in the future from thereon, no matter if application/participation takes place under the same Account data which has been terminated for cause or under any other Account data. In case Advertiser detects that an Affiliate has infringed this Clause 9 (c) iii., Advertiser has the right to immediately terminate Affiliate’s Account for cause, i.e. with immediate effect with the consequences are defined in this Clause 9 (c). In addition to that Affiliate is obliged to pay Advertiser a penalty for each case of infringement in the amount of Euro 1,000,000.00 (one million) or the maximum amount possible by law.

(d) Clauses 2 (b), 3, 4 (e), 5-12 shall survive termination.

§ 10 Liability Limitations

(a) In no event will either party be liable for any special, punitive incidental, consequential or other indirect damages, including, without limitation, damages for interrupted communications, loss of use, lost business, lost data or lost revenues or profits (even if such party was advised of the possibility of any of the foregoing), arising in any way out of or in connection with this Agreement.

(b) This exclusion of liability will not apply in case Affiliate generates and forwards any fraudulent actions to Advertiser that result in penalties or any other claims of Advertiser’s credit card partners. Affiliate is fully liable for any and all damages arising out such fraudulent actions for Advertiser.

(c) The Advertiser will not be liable, or considered in breach of this Agreement and/or any applicable campaign, on account of any delay or failure to perform under this Agreement and /or any applicable campaign as a result of causes or conditions that are beyond the Advertiser’s control.

(d) The Advertiser’s liability will be in any way limited to the amounts paid to the Affiliate by Advertiser pursuant to this Agreement during the period of twelve (12) months immediately preceding the event on which such liability is based upon.

(e) The disclaimer will not apply as far as prohibited by law. The disclaimer will not apply in case of damages resulting from injury to life, body or health caused by willful misconduct or gross negligence of Provider or any of its legal representatives.
The disclaimer will not apply for damages caused by willful misconduct or gross negligence of Advertiser or its legal representatives leading to a breach of the core contractual obligations.

§ 11 Indemnification

Affiliate agrees to indemnify, defend, and hold harmless the Advertiser, its managers, officers, employees and external service providers from and against any and all third party claims, and all liabilities, damages, costs and expenses including reasonable attorneys’ fees related thereto, arising out of, resulting from or otherwise relating to Affiliate’s breach of any term of this Agreement, including, without limitation, any representation or warranty of Affiliate contained herein; the Affiliate’s Advertising or Affiliate’s own Advertising material, in any manner whatsoever; and/or Affiliate’s gross negligence or willful misconduct. 

§ 12 Non-Solicitation of Advertiser’s employees

Affiliate will neither directly, nor indirectly strive to solicit any of the Advertiser’s employees within the duration of this Agreement and for a period of 12 months after termination. In case of a breach of this obligation Affiliate shall pay an amount of $ 50,000 per event. Non-solicitation shall not include employees applying to general job vacancies of Affiliate. 

§ 13 Miscellaneous

(a) This Agreement sets forth the entire agreement of the parties, and supersedes any and all prior oral or written agreements or understandings between the parties, as to the subject matter hereof.  This Agreement becomes binding when Advertiser sends login data to Affiliate.  If the Affiliate has any differing terms and conditions, these are not accepted and expressly excluded.

(b) Advertiser may modify these Interdate GTC from time to time. Current Interdate GTC are available in the Affiliate Account. Affiliate is obliged to regularly check the Interdate GTC. The continuing use of the Program shall mean Affiliate’s acceptance of the modified Interdate GTC. In case Affiliate refuses to accept the modified Interdate GTC Affiliate shall terminate all campaigns it selected and the Agreement by sending notice to Advertiser’s responsible Affiliate Account manager.
Advertiser may also modify campaign details as defined under these Interdate GTC in clause § 3 (a) iv. by sending email notification to Affiliate. In case Affiliate refuses to accept the modified campaign Affiliate shall terminate this campaign by sending notice to Advertiser’s responsible Affiliate Account manager.

(c) The Program provided by the Advertiser under this Agreement and any campaigns are not exclusive to Affiliate.  The Advertiser may offer the Program and the campaigns therein to any other person or entity in the Advertiser’s sole discretion, including Affiliate’s competitors.  With respect to any “cost per acquisition” or CPA Campaign, or any co-registration Campaign, Affiliate agrees that any Action generated thereby is not exclusive to Affiliate and that Advertiser may, in its sole discretion, transmit any offers to such Action.    

(d) This Agreement will be governed and construed in accordance with the laws of Luxembourg without giving effect to conflict of laws principles.  Both parties consent to the exclusive jurisdiction of Luxembourg.

(e) If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

(f) Affiliate may not assign this Agreement without the prior written consent of Advertiser.  The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. 

(g) The parties hereto are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

 (h) All headings and captions are inserted for convenience of reference only and will not affect the meaning or interpretation of any provision in this Agreement. 

(i) No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.