Terms and Conditions
BY SUBMITTING YOUR APPLICATION AS A PARTNER THROUGH THE DatingVIP’ WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL, YOU MUST BE AT LEAST 18 YEARS OF AGE (OR THE AGE OF MAJORITY IN YOUR RESPECTED JURISDICTION.) YOUR APPLICATION WILL THEN REVIEWED BY US AND IF ACCEPTED WE WILL NOTIFY YOU OF YOUR ACCEPTANCE BY EMAIL.
NOTE: If you are a Partner wishing to take advantage of our "Branding or Private Label Services" then this agreement will only apply to you if you have not signed the "Branded Partner Agreement" Please click on ‘Contact Us’ in the top navigation to contact one of our account managers to see a copy of this agreement.
1.1 In this Agreement unless the context otherwise requires the following words shall have the following meanings:
"Commission" means the sums payable by DatingVIP to the Partner in accordance with Clause 5;
"Dating Network" means the network of websites and databases by means of which DatingVIP supplies the Services;
"DPA" means the Data Protection Act 1998 as amended from time to time and in respect of any other countries their equivalent (if any) legislation;
"Member" means, during the currency of their membership, a user of Services who joined or renewed membership of the Dating Network through the Partner Pages whether or not a "Premium" (paying) member;
"Partner Materials" means all literature, photographs, documentation, designs and other materials including, without limitation, graphics, logos, images, moving images, data, pictures, templates and diagrams and other similar items in any form contained on any media that may be supplied by the Partner to DatingVIP from time to time in connection with the Website;
"Partner Pages" means the Partner's web pages or site being part of the Website and created for the Partner by DatingVIP;
"Partnership Programme" means the arrangements between the parties whereby the Partner will introduce consumers to DatingVIP as potential Members;
"Personal Data" has the meaning set out in the DPA;
"Registration Form" means the registration form to be completed by the Partner detailing the Partner's requirements for the Partner Pages and accepting the terms of this Agreement;
"Services" means the internet dating services as provided by DatingVIP from time to time;
"Term" means the period from the date of this Agreement until its termination in accordance with Clause 18;
"Trademarks" means the trademarks and logos of DatingVIP used on the Website or as may be notified to the Partner from time to time;
"Website" the website hosted by DatingVIP including the database of Members' information, all generally accessible material thereon and any sub-sites, sections or pages thereof including any part thereof created in whole or in part by the Partner.
2. OBLIGATIONS OF DatingVIP
Upon completion of the Registration Form by the Partner DatingVIP will co-operate with the Partner to set up the Partner Pages in the Partner’s Administration, which upon completion shall be hosted within the Website (either by a DatingVIP sub-domain or a domain owned by the Partner).
During the term of this agreement DatingVIP shall; (i) Host and provide back-up administration and support services for the Website; (ii) Provide and host the Partner Pages; and (iii) Pay the Partner Commission on payments made to DatingVIP by Members.
You are prohibited from submitting an Application if your site or service(s) are involved in unlawful activity or contain objectionable material including by way of example only: a site or services containing images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, or otherwise legally prohibited, a site or services facilitating illegal activity or considered obscene or harmful to minors or not in compliance with applicable laws; a site or services promoting fraudulent, unlawful, misleading, or unfair business practices, a site or services promoting violence, a site or services that has sent unsolicited commercial e-mail within the past four years, a site or services that intends on sending unsolicited commercial e-mail at any time during the term of this agreement, a site or services promoting discrimination based on race, sex, religion, nationality, disability, or age, a site or services incorporating any materials which infringe or assist others to infringe on any copyright, trademarks, patents, or other intellectual property rights, or a site or services involving unfair competition (collectively "Content Restrictions").
4. MEMBERSHIP PRICING
The price charged for the Services will be determined at the sole discretion of DatingVIP from time to time according to its then current pricing policies and may be modified from time to time to maximise conversion and retention rates.
5. MEMBERSHIP PAYMENT PROCESSING
DatingVIP will be responsible for processing Member payments and for renewals, cancellations, refunds, and related customer service. DatingVIP rules, operating procedures and policies regarding Member subscriptions will apply. DatingVIP may reject any member request or payment that does not comply with such rules, operating procedures and/or policies, or the rules and policies of DatingVIP payment services providers.
DatingVIP shall pay Commission to the Partner on net receipts received from earnings during the term as follows:-
In respect of payments received, DatingVIP shall pay the Partner in respect of initial and recurring payments calculated as follows:
|Monthly Revenue, USD||Initial Payments||Recurring Payments|
If a site has no new registrations for a 30-day period, recurring payment will revert to WDP and not to the partner's account or up-partner's account as commission.
Net receipts means gross receipts less VAT or similar tax, credit card and other, merchant charges, the cost of conversion to £ sterling, refunds, returns, uncollected items, fraud or any reimbursements for costs of collection.
Commission shall only be payable if earned during the Term and/or in accordance with Clause 20.
*Promotions means discounts and incentives as defined in Clause 8.
Payment will be made within the first two weeks of each month by posted cheque or (at DatingVIP option) direct bank credit in the currency or currencies as required by Partner. Statements of Members' usage will be provided simultaneously. The Partner will be able to log into the Partner's account to check the Partner's statistics so that the Partner can track the Partner's performance for each Partner Page. Partners should ensure that they correctly enter their postal address and/or bank details correctly. DatingVIP will not accept any liability for payment information entered incorrectly.
No payment of less than £100 value will be made in any currency. Commission shall accrue until at least £100 is payable. Currency conversions shall be made at the rate offered by DatingVIP bankers.
Partners may specify amounts they wish to accumulate before any Commissions are paid to the Partner.
Sums deductible from Commission may be deducted from later payments. If deductions outstanding exceed Commission payable, the Partner shall pay the deduction upon demand.
Please note that all earnings that are generated as the result of a particular promotion will be subject to the following commissions: Initial: 50%, Recurring: 50%.
Partners are required to comply with banking regulations in terms of "chargebacks" related to their Members and the costs of these will be deducted from payments. It is the Partner's responsibility to ensure that "chargebacks" do not exceed 2.5% of payments. Partners are advised to check the amount of "chargebacks" their Members are generating in the business management centre and should ask for advice from DatingVIP if they experience significant "chargebacks." If the Partner is getting exceeds 2.5% of "chargebacks" then it must take measures to reduce it, otherwise DatingVIP may have to freeze the account in order to reduce the amount of "chargebacks".
8. DISCOUNTS AND INCENTIVES
At no time shall the Partner offer or advertise any discount, bonus, incentive, or similar in respect of the Services. DatingVIP may offer free or discounted membership. Revenue from promotions shall be calculated as in Clause 6.
DatingVIP retains the right to use designated advertising space within the DatingVIP system as and when required for its own use.
Advertising in the Partners’ Partner Pages is automatically set to cross promote other dating websites that the Partner will receive a share of Commissions as stated in Clause 6.
To protect Members' privacy Members' Personal Data (including identity) will not be provided to the Partner in statements of member applications but shall be retained by DatingVIP. Members' Personal Data shall be owned by DatingVIP who may use it for all purposes permitted under DPA in the UK.
11. CONTACTING MEMBERS AND OTHER PARTNERS
DatingVIP does not usually provide Member Personal Data (including contact information) to partners. Partner (and connected parties) may become Members and use the Services but only in accordance with membership rules. If the Partner thinks that it has a legitimate purpose for contacting another partner or a Member for other than personal reasons, the Partner should submit its intentions to DatingVIP first. If agreed that the contact is warranted DatingVIP will facilitate it for the Partner.
DatingVIP may disclose to the Partner certain information as a result of the Partners’ participation in the Partner Programme, which DatingVIP consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" means, but not be limited to, all information and trade secrets (howsoever stored) 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 Project or the business or affairs of the Company, and information in respect of which the Company is bound by any obligation restricting its use;
The Partner shall not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the Partner for its 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 public or if same is required by law or legal process. DatingVIP makes no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, customer conduct, or as to the accuracy or completeness of the information and DatingVIP shall not have any liability to the Partner or to any other person resulting from the Partners’ or such third person's use of the information.
14. SPAM POLICY
15. INTELLECTUAL PROPERTY RIGHTS
DatingVIP hereby grant the Partner a non-exclusive, non-transferable, revocable right to use DatingVIP logos, Trademarks, trade names, and similar identifying materials in the Partner's effort to promote DatingVIP pursuant to this Agreement and during the term hereof as they appear in the banners supplied by DatingVIP to the Partner.
The Partner agrees not to use the Trademarks or other materials in any manner that is disparaging or that otherwise portrays DatingVIP in a negative light. DatingVIP reserves all its rights in the Trademarks or other materials and may revoke all or any part of the Partner's licence at any time.
WEBSITE AND PARTNER'S PAGES
(i) Subject to rights given to DatingVIP by the Partner, the Partner acknowledges that the look and feel and content of the Website is owned by or licensed to Datech by third parties and that the Partner has no rights therein. (ii) The Partner agrees that the copyright in any material (other than Partner's Material) commissioned by the Partner for inclusion in the Partner Pages or the Website shall if created by DatingVIP belong to DatingVIP and if created by others be licensed to DatingVIP. (iii) DatingVIP acknowledges that all intellectual property rights in the Partner's Materials belong to or are licensed to the Partner. (vi) The Partner grants to DatingVIP a non-exclusive, perpetual, worldwide, royalty-free licence to use the Partner Materials during the Term for the purpose of promoting the Partner Pages and performing the Services. In the event that the Partner shall become aware of the infringement or threatened infringement of any of the intellectual property rights of DatingVIP it shall immediately notify DatingVIP and co-operate with DatingVIP in any effort of DatingVIP to prevent such infringement. (v) DatingVIP may, but is not obliged to, institute such actions or proceedings or take such other steps to end such infringement as DatingVIP wishes. The Partner shall not (except as requested by DatingVIP) have any involvement in such proceedings. Where a third party brings or threatens to bring proceedings against the Partner alleging that the Partner's use (as permitted by this Agreement) of the Trademark or any material originating from DatingVIP infringes the third party's rights then once DatingVIP has agreed to fully indemnify the Partner against any costs or damages incurred DatingVIP shall if it so requests be given conduct of the action and to the extent necessary may amend such material so that it no longer infringes.
The Partner warrants that any Partner's Material supplied by it or incorporated by it into the Partner Pages or Website is: (i) Its own original creation; or (ii) Not protected by third party trademark, copyright or similar protection; or (iii) If so protected is licensed for use by DatingVIP as set out in Clause 13 (vi); and Not offensive, defamatory, unlawful or contrary to any regulatory regime. The Partner acknowledges DatingVIP rights to block, remove or amend any part of the Partner Pages or the Website if subject to or in DatingVIP opinion likely to be subject to third party complaint. The Partner agrees to indemnify DatingVIP against all costs losses and expenses incurred as a result of the inclusion of any Partner Material on the Website in breach of the warranty set out in this Clause.
An image or text will be displayed on the Partner Pages that identifies the Partner as a DatingVIP Partner. The phrase "Powered by the DatingVIP" will also be displayed on the Partner Pages.
16. MEMBERS AND DATA PROTECTION
Every Member is a customer of DatingVIP. The Website provides for customers to provide Personal Data direct to DatingVIP, which will not provide it to partners without their consent, and the Partner has no right of access to any Member Personal Data. Except as expressly provided in this Agreement, the Partner has no right to any Personal Data collected by DatingVIP in the provision of Services. The parties each warrant that: (i) It is permitted or will before the processing commences be permitted under the DPA to process Personal Data to be acquired by it in connection with this Agreement. (ii) It will not process such data provided by the other otherwise than in accordance with the terms of this agreement or as otherwise permitted by law or required by the other; and it will comply with the DPA in relation to security measures taken to protect all Personal Data transferred to it pursuant to this agreement.
17. RIGHT OF REPRESENTATION
The Partner gives DatingVIP the right to represent itself as being the Partner when communicating with any Members but it shall not thereby create any obligation or make any admission of liability on behalf of the Partner.
18. PERSONAL USE
The Partnership Program is intended for commercial use only. The Partner may not use the Partnership Program to earn a separate commission from the Partner's own dating membership. Partnership does not entitle the Partner to any dating membership privileges beyond those that any member has, whether that membership is free or paid.
DatingVIP reserve the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion. Should the Partner not agree with any changes the Partner may terminate this Agreement with immediate effect and shall remove its entire links to the Website. The Partner's continued participation in the Partnership Programme shall constitute the Partner's binding acceptance of the change(s).
20. TERM AND TERMINATION
This Agreement will begin upon notification by DatingVIP of its acceptance of the Partner's request for registration and shall continue thereafter until terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.
DatingVIP shall and without prejudice to its other rights have the right to terminate this Agreement immediately at any time by giving notice in writing to the Partner in any of the following events: (i) if the Partner shall commit a breach of any of the terms or conditions of this Agreement and (where such breach is in DatingVIP's opinion capable of remedy) shall fail to remedy such breach to DatingVIP's satisfaction within 30 days after DatingVIP has given it notice thereof; or (ii) if the Partner shall be unable to pay its debts as they fall due or shall become subject to any insolvency procedures; or (iii) if the Partner shall be convicted of any criminal offence or act in any way which in DatingVIP reasonable opinion is likely to adversely affect the reputation and goodwill of DatingVIP or the Services.
In the event of termination of this Agreement by DatingVIP pursuant to Clause 20 DatingVIP shall continue to pay Commissions in accordance with Clause 5 on then current Members 30 days following termination and such sums shall be on account of any indemnity or compensation that the Partner is entitled to receive at law for termination of this Agreement.
If during or after the termination of this Agreement DatingVIP shall discontinue to pay Commissions in accordance with Clause 5 in the event that the Partners’ Commission ceases to produce any new initial payments after 30 consecutive days. This amount will then be paid to the Partner 90 days after this period. This is to safeguard against member "chargebacks" that may full due during this period and deductions will be made accordingly.
If this Agreement is terminated by DatingVIP in accordance with Clause 20 paragraph 2, i-iii, then the Partner will forfeit any unpaid Commissions.
21. CONSEQUENCES OF TERMINATION
Upon termination of this Agreement: All access to the website through the Partner Pages will be terminated and all Members will be notified of a different website from which they may regain access to the DatingVIP Network, which may include a sub-domain of the Partners’ current website design for 30 days after the termination of this agreement;
The Partner shall:
(a) Cease forthwith to use the Trademarks or any imitations or approximations thereof;
(b) Not hold itself out as connected with DatingVIP;
(c) Not divulge or use any confidential information of DatingVIP; and
(d) Immediately return to DatingVIP or (at DatingVIP's option) destroy all promotional material, which may in any way be associated with DatingVIP and/or its business.
22. WARRANTY DISCLAIMER
DatingVIP gives no warranties, representations or guarantees as to the performance of the Partnership Programme or the level of revenue or profits which the Partner will receive as a result of promoting the Services except as expressly set forth in this Agreement
Whilst it will use all reasonable endeavours to provide the Services in a professional fashion and give full satisfaction to Members DatingVIP accepts no responsibility to the Partner for any loss of customer revenue as a result of its failure to provide the Services properly or at all.
The Partner shall defend, indemnify and hold harmless DatingVIP, and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that (i) it is based upon a breach of Partner's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or wilful misconduct of Partner; or (iii) it is based upon Partner's violation of any applicable law or regulation in providing products or services hereunder.
24. INDEPENDENT CONTRACTORS
The Partner and DatingVIP are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. The Partner is solely responsible for any taxes due as a result of any Commission earned. The Partner will have no authority to make or accept any offers or representations on DatingVIP's behalf and the Partner will not make any statement, whether on the Partner's own website or otherwise, to the contrary.
The Partner shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it or purport to do any of the same without the prior written consent of DatingVIP such consent not to be unreasonably withheld.
This Agreement (including the documents referred to herein) (the "Documents") constitutes the entire agreement between the parties, and supersedes any previous understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in the Documents inducing it to enter into this Agreement, provided always that nothing in this Agreement shall absolve any party from liability for any pre-contractual statement made fraudulently.
A failure by either party hereto to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 or any equivalent law in any other jurisdiction the parties do not intend any person other than a party to this Agreement to be able to enforce any term of this Agreement (save where may be expressly stated otherwise in this Agreement).
If any provision of this agreement is held to be unenforceable under any applicable law, such provision was so excluded from this agreement and the balance of this agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.
This Agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English Courts.