FLIRTREVENUE AFFILIATE AGREEMENT

1. INTRODUCTION

1.1. These terms and conditions are an Agreement that lays out the working relationship between AdMirror Limited of 3, Advance Business Centre, Triq G. Flores, SVR1950 Santa Venera, Malta trading through FlirtRevenue brand, (hereinafter referred to as FlirtRevenue) and the Affiliate registered via flirtrevenue.com web-site and having an active FlirtRevenue account (hereinafter referred to as Affiliate).

2. DEFINITIONS

• Affiliate is a person who applied for the account at FlirtRevenue web-site with the intention of running or promoting websites on the network.

• Affiliate campaign is a campaign set up by affiliate using the FlirtRevenue affiliate network to promote brands participating in the FlirtRevenue affiliate network.

• Affiliate interface is the tool by which affiliate shall be able to create and manage campaigns, landing pages, request white label sites, view reports on visitors and sales, obtain promotional material and contact support team.

• Chargebacks are payments that have been contested by a card holder. When a credit/debit card holder contests a payment (legitimately or otherwise) the bank automatically deducts this amount as well as a chargeback fee from our account until the issue has been resolved.

• Commission is the amount that is payable by FlirtRevenue to its affiliates, less fees according to the clause 4.

• Confidential data means, but is not limited to, all information and trade secrets including all financial, marketing and technical information, ideas, concepts, technology, processes and knowledge together with lists or details of customers, suppliers, prices, discounts, margins, information relating to research and development, current trading performance and future business strategy and any information derived from them in each case concerning the business or affairs of FlirtRevenue, and information in respect of which the FlirtRevenue is bound by any obligation restricting its use.

• Net receipts means gross receipts less VAT or similar tax, credit card and other merchant charges, the cost of currency conversions, refunds, chargebacks, returns, uncollected items, fraud or any reimbursements for costs of collection. Please note that merchant charges can vary greatly depending on the payment method chosen by the user, in particular mobile phone payment processing charges can be very high.

• Promotional tools are tools developed by FlirtRevenue which are provided to Affiliates in order to facilitate promotion of their web-sites and promo campaigns.

• Referrals are other Affiliates who apply for an account at FlirtRevenue network as a result of the marketing activity or direct introduction of Affiliate.

• Refunds are deductions that occur when FlirtRevenue decides to reimburse a user due to fraudulent transactions or administration or system error such as a recurring payment going through after a user has cancelled his subscription. FlirtRevenue will under these circumstances refund the payment made and may sometimes delete the users account from the website.

• Sale is a payment made by a unique user on FlirtRevenue system. Sales can take the form of the:

  • Initial payments are when a free user pays to use the full range of features of a website and becomes a full or featured user.
  • Recurring payments are subsequent payments by user who has upgraded. User subscriptions automatically renew after the period of time they subscribe for, until the user cancels their subscription to a website.
  • Renewal occurs when a user of a site decides to upgrade their account again after having cancelled their subscription.

• Term is the time between accepting this Agreement by the Affiliate and Affiliate deactivation.

• User is an end user of FlirtRevenue services who registered and joined through the Affiliate web-sites or campaigns associated with the Affiliate account. All users whether trial or premium are considered Users.

• Web-site is a website set up by FlirtRevenue for the Affiliate that is hosted by FlirtRevenue including the database of user information and other information accessible on this website. It can be created either on the domain name belonging to the Affiliate, and the Affiliate agrees to delegate this domain to FlirtRevenue with the Affiliate ownership remaining in place.

3. FLIRTREVENUE OBLIGATIONS

3.1. Once the Affiliate completed the application form on FlirtRevenue or associated web-sites FlirtRevenue will review the Affiliate information and will contact the Affiliate to make a final decision on the application. If accepted, FlirtRevenue representative will send the Affiliate the link and login information to the affiliate interface.

3.2. While this agreement remains in force FlirtRevenue shall host and provide administration services for the Affiliate websites and/or campaigns, and customer support services to the Affiliate’s website users. FlirtRevenue shall pay the Affiliate commission on net receipts of payments made by users to FlirtRevenue.

4. COMMISSIONS AND PAYOUTS

4.1. FlirtRevenue shall bill users directly and shall pay commission to the Affiliate on net receipts received from the users registered through Affiliate web-sites and/or promo campaigns, remarketing or advertising to such users, from Affiliate’s referrals’ users during the term of this agreement. Affiliate will be paid a commission of of net receipts. The current commission will be displayed in the affiliate interface for every campaign the Affiliate runs. Initial commission period will be deemed to have started on the day the first user registers on one of Affiliates dating sites or campaigns. Commission is only earned on the direct sales of the referral and not on the referrals referral commission.

4.2. Sums deductible from commission may be deducted from later payments. If deductions outstanding exceed commission payable the Affiliate shall pay the balance upon demand.

4.3. Payments are made 30 days in arrears due to credit cards security procedures. Sales periods run from the 1st of the month to the end of the month. The first payment, if thresholds have been reached will occur on the first working day, 30 days following the end of the sales period the threshold has been reached.

4.4. Payments are made monthly on the 1st of every month.

4.5. A minimum threshold of 100 euros applies for all payments. If the threshold is not reached in a certain payment period, the revenue amount shall be transferred to the following payment period until the threshold is reached.

4.6. Cost of the bank transfer will be for the customers account.

4.7. Affiliate shall provide accurate information for the payment to be made by FlirtRevenue. FlirtRevenue takes no responsibility for commission collection problems due to inaccurate Affiliate details provided by the Affiliate to their account manager.

4.8. The payment currency is euros.

4.9. To simplify invoicing between us, we will issue self-billed invoices for all referral fees during the term of this Agreement. The invoice will show Affiliate name, legal address and VAT registration number. Affiliate undertakes to update Affiliate manager promptly for any changes to such details. Affiliate will accept invoices raised by us during the term of this Agreement. Affiliate undertakes to ensure that their VAT registration number is valid for intra community supplies. Affiliate agrees to not raise invoices for payments covered by this agreement.

5. WEB-SITES POLICIES

5.1. FlirtRevenue will provide an interface through which Affiliate can create campaigns for promoting dating sites inside the FlirtRevenue network.

5.2. If the Affiliate requires white label web-site creation by FlirtRevenue, charges or minimum traffic requirements may apply. These shall be included into an addendum that should form the part of this agreement and be signed by both parties before development work begins.

5.3. After the development work is completed, and the web-site is passed on to the Affiliate, this web-site cannot be further moved or sold to another affiliate account.

5.4. FlirtRevenue will be responsible for regular email communication with all users i.e. provision of login details upon registration, promotional emails and offers in order to encourage membership upgrades. Affiliate agrees that FlirtRevenue has the right to represent itself as being the Affiliate when communicating with any users but it shall not thereby create any obligation or make any admission of liability on behalf of the Affiliate.

5.5. At no time may the Affiliate offer or advertise any discount, bonus, incentive, or similar in respect of the FlirtRevenue services or use their web-site for getting free or discounted membership.

5.6. FlirtRevenue will carry out customer support services and moderation for the Affiliate users. FlirtRevenue reserves the right and at its sole discretion, to delete and remove any users who it considers may be detrimental to the network. This includes but is not limited to scammers, users posting inappropriate or illegal content or profiles, users posting false or misleading information, users seeking to bypass or lure other users to competing websites or posting profiles or content for commercial gain whether legitimate or not.

5.7. All customer records and data relating to users registering via Affiliate dating sites, as well as existing users of Affiliate dating sites on the FlirtRevenue network will be owned by FlirtRevenue.

5.8. In the collection and usage of user information, both parties will use all reasonable endeavors to comply with the General Data Protection Regulation (GDPR). To protect user privacy, and to comply with legal requirements, users will have to agree to terms and conditions that allow processing of user personal data (including identity). Affiliate agrees to be bound by and honor the terms and conditions of FlirtRevenue’s privacy policy. Both parties specifically agree this clause 5.7 survives upon termination of this agreement.

5.9. The subscription prices for the users will be determined at the sole discretion of FlirtRevenue according to its then current pricing policies and may be modified from time to time to maximize conversion and retention rates.

5.10. FlirtRevenue will be responsible for processing user payments and for renewals, cancellations, refunds, etc. FlirtRevenue may reject any payment that does not comply with its rules, operating procedures and/or policies, or the rules and policies of FlirtRevenue payment services providers.

5.11. Affiliate may become a user of their web-site and use FlirtRevenue services in accordance with general membership rules.

5.12. Affiliate website may display a “Powered by FlirtRevenue” link on the footer of the site.

5.13. Affiliate may not add services to their web-site that would confuse the customer into thinking that payments to FlirtRevenue would include other services offered by the Affiliate (or any other third party), or that these services are provided by FlirtRevenue.

5.14. FlirtRevenue reserves the right to change the content on Affiliate’s web-site should FlirtRevenue receive any complaints for navigation problems. FlirtRevenue is continuously updating and improving the sites and may at any time change, add or remove features and content at its sole discretion.

6. ADVERTISING AND REMARKETING

6.1. FlirtRevenue reserves the right to use designated advertising space within the FlirtRevenue system as and when required for its own use.

6.2. The Affiliate shall receive a share of revenue, in accordance with Section 4.1, for all income from advertisements placed on their web-site and remarketing activities.

7. CONTACTS

7.1. FlirtRevenue does not disclose Affiliate personal information to its Affiliates or anyone else. In case Affiliate thinks that they have a legitimate reason for contacting another Affiliate, the Affiliate should inform FlirtRevenue who will obtain the necessary consent.

8. PARTNER INFORMATION, PRIVACY AND CONFIDENTIALITY

8.1. The Affiliate agrees that FlirtRevenue shall obtain and use Affiliate personal information in accordance with this agreement for as long as it may be required for legitimate purposes.

8.2. Other parties may only obtain this information if they have legitimate reason for doing so and FlirtRevenue is obliged by law to disclose such information whether inside or outside the European Economic Area.

8.3. Affiliate will have access to the Affiliate administration area and will be able to change the Affiliate personal information that is stored in FlirtRevenue database by contacting their account manager. It is the Affiliate’s responsibility to maintain secrecy and control of his access credentials so that others cannot gain access to, or change, the Affiliate’s information.

8.4. The Affiliate shall not disclose any confidential data and this confidential data shall remain strictly confidential and secret and shall not be used, directly or indirectly, by the Affiliate for their own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the general public or if it is required by law or legal process.

8.5. Affiliate agrees that the copyright in any material commissioned by the Affiliate for inclusion in the Affiliate web-site shall if created by FlirtRevenue belong to FlirtRevenue and if created by others be licensed to FlirtRevenue for the term of this agreement. In the event Affiliate modifies his websites, any content, images or material placed by Affiliate on his websites must not infringe any copyright. Affiliate agrees to provide proof of licensing or permission to use such material to FlirtRevenue upon request. Any costs incurred by FlirtRevenue relating to copyright infringement, including defense costs, for material provided by Affiliate, shall be borne by the Affiliate.

9. MARKETING AND PROMOTION. UNSOLICITED EMAILS

9.1. Affiliate may not copy text from their web-site to use on any other website or a site provided by another company.

9.2. Affiliate may not create fake profiles within their web-site. Fake profiles include but are not restricted to profiles that contain pictures and/or information that does not relate to the person that created the profile and profiles that are created for marketing purposes i.e. contacting non-full site users with a message to generate an upgrade.

9.3. Sending news groups/web sites and e-mail addresses unsolicited e-mails is considered to be SPAM and is prohibited within FlirtRevenue network. Use of SPAM to promote the Affiliate links to the web-site or traffic to a web-site will be grounds for immediate termination for cause without previous notice and the Affiliate shall forfeit any right to unpaid commission.

9.4. Domain name, web-site name and content must not be considered offensive. Affiliate shall not include words and titles that could be considered offensive, demeaning or inflammatory.

9.5. Affiliate may not include personal details on the pages of their web-site.

9.6. The inclusion of, and references to any illegal and/or immoral activities is strictly forbidden on the Affiliate web-sites. FlirtRevenue reserves the right to disclose information regarding providers of such content to the relevant authorities.

9.7. All web-site graphics and templates, promotional materials that are provided to the Affiliate by FlirtRevenue shall remain the sole intellectual property of FlirtRevenue and as such, may not be used externally on any document without express written permission from FlirtRevenue.

9.8. Affiliate web-sites including the domain name or sub-domain must not infringe on any trademarks. Offending sites will be deleted from the system without any notice.

9.9. Affiliate agrees to fund and manage all marketing activities to promote its web-site or other web-sites on FlirtRevenue platform.

10. TERM AND TERMINATION

10.1. This agreement is effective as soon as the application to the FlirtRevenue Network is approved. This agreement may be terminated by either party with 1 month written notice.

10.2. FlirtRevenue reserves the right to terminate this agreement immediately if:

10.2.1. the Affiliate breaches any of these terms and conditions

10.2.2. it comes to FlirtRevenue knowledge that the Affiliate has been convicted of any criminal offence

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

10.2.4. it comes to FlirtRevenue knowledge that the Affiliate is a minor (less than 18 years old)

10.3. If FlirtRevenue or Affiliate terminates this agreement, FlirtRevenue reserves the right to hold back all outstanding payments for up to 1 year. If chargebacks amount to more than the amount FlirtRevenue is holding, FlirtRevenue reserves the right to recover these chargebacks from the Affiliate via any necessary action.

10.4. FlirtRevenue may also apply a termination charge if there were any development works provided by FlirtRevenue and not paid for by the Affiliate or the targets agreed were not met by the Affiliate. Failure to pay this termination charge can result in legal action.

11. VARIATIONS

11.1 The terms and conditions in this agreement can only be changed with the agreement of both the FlirtRevenue and the Affiliate. If FlirtRevenue and the Affiliate cannot agree on any proposed changes in the terms and conditions, this agreement remain in effect.

11.2. If the Affiliate uses their own domain name and their domain name is redirected away from FlirtRevenue system, FlirtRevenue reserves the right to holdback all outstanding payments for up to 1 year. This is to cover any chargebacks FlirtRevenue may receive due to service interruption, following the domain moving away from its system. Affiliate will lose all rights to recurring and renewal subscriptions. If chargebacks amount to more than the amount FlirtRevenue is holding, FlirtRevenue reserves the right to seek reimbursement for these chargebacks from the Affiliate via any necessary action.

11.3. FlirtRevenue reserves the right to move profiles from web-sites where the domain name is no longer pointing to FlirtRevenue system over to another site on its system that is part of the same network and to inform users of this change.

12. GENERAL

12.1 FlirtRevenue gives no guarantees or assurances regarding the revenue or income that the Partner receives from advertising the dating site. FlirtRevenue accepts no responsibility to the Affiliate for any loss of revenue as a result of its failure to provide the Services properly or at all.

12.2. This agreement shall be governed by and construed in accordance with the material laws of Malta. All disputes controversies or differences arising out of or relating to this agreement, or breaches thereof, which cannot be settled by the parties, shall be resolved, to the exclusion of the ordinary courts by a one person Arbitral Tribunal in accordance with the International Arbitration Rules of the Maltese Chamber of Commerce. The Seat of the arbitral Tribunal shall be Malta. The language of the procedure shall be English.

12.3. Affiliate and FlirtRevenue are independent parties and nothing in this agreement shall create any form of partnership, joint venture, franchise, sales representative or employment relationship between the parties. Affiliate is solely responsible for any taxes due as a result of any commission earned. Affiliate will have no authority to make or accept any offers or representations on FlirtRevenue’s behalf.

13. INDEMNITY AND LIABILITY

13.1. Affiliate shall defend, indemnify and hold harmless FlirtRevenue, and its directors, employees or other Affiliates against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that:

13.1.1. it is based upon a breach of Affiliate’s representations, warranties or obligations hereunder;

13.1.2. it arises out of the negligence or willful misconduct of Affiliate;

13.1.3. it is based upon Affiliate’s violation of any applicable law or regulation in providing products or services hereunder.