1. INTRODUCTION

1.1. These terms and conditions are the main document regulating relations between Caerus AG (hereinafter referred to as Dating Factory) and You (hereinafter referred to as Partner/Affiliate) unless otherwise stated in other agreements between the parties. By submitting the application to be a partner or affiliate of Dating Factory you agree to be bound by these terms and conditions.

2. DEFINITIONS

Affiliate is a partner of Dating Factory who is promoting brands taking part in the Dating Factory affiliate network.

Affiliate campaign is a campaign set up by affiliate using Dating Factory affiliate network to promote brands participating in Dating Factory affiliate network.

Commission are the amounts that are payable by Dating Factory to partners and affiliates less fees according to the clause 4.

Confidential data means, but not is 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 Dating Factory, and information in respect of which the Dating Factory is bound by any obligation restricting its use.

Lead is a registration confirmed by email and approved by the Dating Factory moderation team.
Member is an end user of Dating Factory services joined through the partner web-sites or affiliate banners associated with the partner account.

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.

Partner is a person who registered on Dating Factory white label and affiliate network.

Promotional tools are tools developed by Dating Factory and provided to partners and affiliates in order to facilitate promotion of their web-sites and affiliate campaigns.

Sale is a unique paying member on Dating Factory system.

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

Web-site is a website set up by the partner or by Dating Factory for the partner that is hosted by Dating Factory including the database of member information and other information accessible on this website. It can be created either on sub-domain of one of Dating Factory domains or on the domain name belonging to the partner in which case the partner agrees to delegate this domain to Dating Factory with the partner ownership remaining in place.

3. DATING FACTORY OBLIGATIONS

3.1. Once the Partner completed the registration form on Dating Factory or associated web-sites Dating Factory will send the partner information about their account and facilitate the process of the web-site creation considering the partner needs and additional agreements between the parties, either verbal or in writing.

3.2. While this agreement remains in force Dating Factory shall host and provide administration services for the partner website and customer support services to the partner website members. Dating Factory shall pay the partner commission on payments made to Dating Factory by members.

4. COMMISSIONS AND PAYOUTS

4.1. Dating Factory will pay commission to the partner on net receipts received through partner web-sites or affiliate campaigns or advertising placed on partner web-sites and in e-mails during the term as it is set out on Dating Factory web-site: http://datingfactory.com/revenues/commission-structure/

4.2. The commission rates can be changed from time to time by Dating Factory. Partners can be also subject to special bonus schemes that are set out on Dating Factory web-site: http://datingfactory.com/revenues/special-offers/

4.3. Net receipts mean gross receipts less VAT or similar tax, credit card and other, merchant charges, the cost of conversion to the partner currency, refunds, chargebacks and fines, returns, uncollected items, fraud or any reimbursements for costs of collection.

4.4. Sums deductible from commission may be deducted from later payments. If deductions outstanding exceed commission payable the partner shall pay the deduction upon demand.

4.5. Payments are made 30 days in arrears due to credit cards security procedures.

4.6. Payments are made bimonthly on the 1st and 15th of every month.

4.7. A minimum payout threshold is in place for all commission payouts. In order for commission to be issued, a set amount of commission must be generated for the payout period in question. The minimum threshold on commission is 100 units in partner currency. Partner can increase their minimum payout threshold up to 1,000 units.

4.8. Partner can choose the currency they want to be paid in. Cheques are issued in GBP and bank transfers can be made in GBP, USD, EUR or CHF. Partner shall reimburse the cost of bank transfer from the commission that is paid out.

4.9. Partner shall provide accurate information for the payment to be made by Dating Factory. Dating Factory takes no responsibility for the commission collection problems due to the misspellings of partner details by the partner in the Wallet section of administration area.

5. WEB-SITES POLICIES. MEMBER INFORMATION AND PRIVACY.

5.1. Dating Factory will provide an interface through which partner will be able to create dating website free of charge.

5.2. If the partner requires development services by Dating Factory 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 works can start.

5.3. Dating Factory will be responsible for regular email communication with partner members i.e. provision of login details upon registration, promotional emails and offers in order to encourage membership upgrades.

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

5.5. Dating Factory will carry out customer support services for the partner members.

5.6. All customer records and data relating to members registering via partner dating site, as well as existing members of partner dating site will be owned by Dating Factory.

5.7. In the collection and usage of user information, both parties will use all reasonable endeavors to comply with the Data Protection Act 1998. To protect member privacy member personal data (including identity) will not be provided to the partner in statements of member applications but shall be retained by Dating Factory.

5.8. Partner will be provided with the facility to send newsletters to members of partner websites. These newsletters should consist of the information relevant to the web-site audience, contain no offensive or illegal information and advertisement of direct competition or unrelated web-sites and should in no way contain SPAM. Dating Factory reserves the right to cancel any partner newsletter if it doesn’t meet Dating Factory editorial guidelines and member Terms and Conditions and Privacy Policy.

5.9. The price charged for the partner web-site services will be determined at the sole discretion of Dating Factory according to its then current pricing policies and may be modified from time to time to maximise conversion and retention rates. Partner will be able to choose the pricing model according to their market from the options available during web-site creation process.

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

5.11. Partner may become member of their web-site and use Dating Factory services in accordance with general membership rules.

5.12. Partner website will display a “Powered by Dating Factory” link on the footer of the site.

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

5.14. Dating Factory reserves the right to change the content on partner web-site should Dating Factory receive any complaints or navigation problems.

6. WEB-SITES ADVERTISING

6.1. Dating Factory reserves the right to use designated advertising space within the Dating Factory system as and when required for its own use. Partner will be paid commission as it is set out in clause 4.1 from all the advertising placed on their website.

6.2. Partner may use designated advertising space on their web-sites for placing their own advertisements. If this space is already used by Dating Factory partner and Dating Factory advertisements will be rotated.

7. CONTACTS WITHIN DATING FACTORY NETWORK

7.1. Dating Factory does not disclose partner personal information to its partners. In case partner thinks that they have a legitimate reason for contacting another partner, the partner should inform Dating Factory.

7.2. Dating Factory will provide partners the tools to contact their referrers and referrals in order to exchange experiences and help each other improve marketing for their Dating Factory web-sites. Dating Factory reserves the right to cancel any emails if they don’t meet Dating Factory editorial guidelines and Terms and Conditions.

8. PARTNER INFORMATION, PRIVACY AND CONFIDENTIALITY

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

8.2. Other parties may also obtain this information if they have legitimate reason for doing so whether inside or outside the European Economic Area.

8.3. Partner will have access to the partner administration area and will be able to change the partner personal information that is stored in Dating Factory database. It is the partner’s responsibility to maintain secrecy and control of this access credentials so that others cannot gain access to, or change, the partner’s information.

8.4. The partner 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 partner 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. Partner agrees that the copyright in any material commissioned by the Partner for inclusion in the partner web-site shall if created by Dating Factory belong to Dating Factory and if created by others be licensed to Dating Factory for the term of this agreement.

9. MARKETING AND PROMOTION. SPAM POLICIES

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

9.2. Partner 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 members with a message to generate an upgrade.

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

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

9.5. Partner may include links to other sites within their web-site, but shall not include links to direct competition web-sites on the front page. All the links considered inappropriate will be removed from the partner web-site by Dating Factory moderation team.

9.6. Partner may not include personal details on the pages of their web-site.

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

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

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

9.10. Partner agrees to fund and manage all marketing activities to promote your web-site or other web-sites on Dating Factory platform.

10. ADDITIONAL AFFILIATE NETWORK POLICIES

10.1. Full leads and sales statistics is available for all affiliate campaigns. Statistics for the affiliate programme are updated once every 24 hours.

10.2. This is the full list of the countries the traffic from which can be accepted from for the Dating Factory affiliate network:
Andorra, Australia, Austria, Belgium, Canada, Czech Republic, Egypt, Germany, Greece, Denmark, Finland, France, Gibraltar, Iceland, Ireland, Italy, Japan, Liechtenstein, Luxemburg, Monaco, Netherlands, New Zealand, Norway, Poland, Portugal, Saudi Arabia, Spain, San Marino, South Africa, Switzerland, Sweden, Turkey, United Arab Emirates, United Kingdom, United States of America.

10.3. Affiliate network commission rates are different from partner commission rates. Affiliate conversion rate from confirmed registration to paid membership determines affiliate commission rate. Affiliate commission rates to be published on Dating Factory web-site: http://datingfactory.com/revenues/commission-structure/

11. TERM AND TERMINATION

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

11.2. Dating Factory reserves the right to terminate this agreement immediately if:

11.2.1. the partner breaches any of these terms and conditions

11.2.2. it comes to Dating Factory knowledge that the partner has been convicted of any criminal offence

11.3. If Dating Factory or partner terminates this partner agreement, Dating Factory reserves the right to holdback all outstanding payments for up to 1 year. If chargebacks amount to more than the amount Dating Factory is holding, Dating Factory reserves the right to seek these chargebacks from the partner via necessary action.

11.4. Dating Factory may also apply a termination charge if there were any development works provided by Dating Factory and not paid for by the partner or the targets agreed were not met by the partner. Failure to cover this termination charge can result in legal action.

12. VARIATIONS

12.1 Dating Factory reserves the right to change any of the terms and conditions in this agreement at any time and in its sole discretion. If the partner does not agree with any changes the partner may terminate this agreement with immediate effect. The partner’s continued participation in the Dating Factory Network shall constitute the partner’s binding acceptance of the change(s).

12.2. If the partner uses their own domain name and their domain name moves away from Dating Factory system, Dating Factory reserves the right to holdback all outstanding payments for up to 1 year. This is to cover for any chargebacks Dating Factory may receive due to service interruption, following the domain moving away from its system. If chargebacks amount to more than the amount Dating Factory is holding, Dating Factory reserves the right to seek these chargebacks from the partner via necessary action.

12.3. Dating Factory reserves the right to move profiles from web-sites where the domain name is no longer pointing to Dating Factory system over to another site on its system that is part of the same database.

13. GENERAL

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

13.2. Partner and Dating Factory 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. Partner is solely responsible for any taxes due as a result of any commission earned. Partner will have no authority to make or accept any offers or representations on Dating Factory’s behalf.

13.3. Partner shall defend, indemnify and hold harmless Dating Factory, and its directors, employees, other partners against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that:

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

13.3.2. it arises out of the negligence or willful misconduct of partner;

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

13.4. Partner shall contact Dating Factory using the contact details provided in partner administration interface or using the contact information below:

Dating Factory
Caerus AG
Lauriedstrasse 1
CH-6300 Zug
Switzerland
Phone: +41 56 634 2202
Email: partners@datingfactory.com