Partner Agreement

This document (“Agreement”) sets out the terms of the “Partnership Programme” between Partnersoft Limited and ‘your site’ (the “Partner”).

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

By accepting your application and confirming acceptance in writing, which may include email Partnersoft Limited. Limited agrees to be bound.

Definitions

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

“Commission” means the sums payable by Partnersoft Limited to the Partner in accordance with Clause 5;
“Dating Network” means the network of websites and databases by means of which Partnersoft Limited supplies the Services;
“GDPR” means the General Data Protection Regulation 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 “Full” (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 Partnersoft Limited from time to time in connection with the Website or which are otherwise displayed by the Partner on or through the Partner Pages; ;
“Partner Pages” means the Partner’s web pages or site being part of the Website and created for the Partner by Partnersoft Limited, working on its own or in conjunction with the Partner;
“Partnership Programme” means the arrangements between the parties whereby the Partner will introduce consumers to Partnersoft Limited as potential Members;
“Personal Data” has the meaning set out under the GDPR;
“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 Partnersoft Limited from time to time;
“Term” means the period from the date of this Agreement until its termination in accordance with Clause 1821;
“Trademarks” means the trademarks and logos of Partnersoft Limited used on the Website or as may be notified to the Partner from time to time;
“Website” the website hosted by Partnersoft Limited 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.

Obligations of Partnersoft Limited

Upon completion of the Registration Form by the Partner and acceptance of the same by Partnersoft Limited, Partnersoft Limited will co-operate with the Partner to design and create the Partner Pages, which upon completion shall be hosted within the Website.
Partnersoft Limited shall

host and provide back-up administration and support services for the Website;
create and host the Partner Pages; and
pay the Partner Commission on payments made to Partnersoft Limited by Members.

Membership Pricing

The price charged for the Services will be determined at the sole discretion of Partnersoft Limited from time to time according to its then current pricing policies.

Membership Payment Processing

Partnersoft Limited will be responsible for processing Member payments and for renewals, cancellations, refunds, and related customer service. Partnersoft Limited’s terms, rules, operating procedures and policies regarding Member subscriptions will apply. Partnersoft Limited may reject any member request or payment that does not comply with and / or agree to such terms, rules, operating procedures and/or policies, or the rules and policies of Partnersoft Limited payment services providers.

Commission

Partnersoft Limited shall pay Commission to the Partner on net receipts received from Members during the Term.
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 1821.3.

Payment

Payment will be made by BACS upon provision by the Partner of the relevant bank account details. 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.
No cheque payment of less than £100 value will be made in any currency. If payment is due by cheque, commission shall accrue until at least £100 is payable. No threshold shall be applied for BACS payments. Currency conversions shall be made at the rate offered by Partnersoft Limited’s bankers.
Sums deductible from Commission may be deducted from later payments. If deductions outstanding exceed Commission payable the Partner shall pay the deduction upon demand.
Partners are required to comply with banking regulations in terms of “chargebacks” related to their Members and the costs of these will be deducted from payments. It is the Partner’s responsibility to ensure that chargebacks do not exceed 2.5% of payments. Visa and MasterCard rule that consistently breaking this will result in a fine of up to £25,000 for which the Partner shall be responsible. Partners are advised to check the amount of chargebacks their Members are generating on their statement and should ask for immediate advice from Partnersoft Limited if they experience significant chargebacks. If the Partner is getting too many chargebacks then they must take measures to reduce this number.

Partner Pages Development Charges

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

Discounts and Incentives

At no time shall the Partner offer or advertise any discount, bonus, incentive, or similar in respect of the Services without express permission from Partnersoft Limited.

Privacy

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 Partnersoft Limited. Members’ Personal Data shall be owned by Partnersoft Limited who may use it for all purposes permitted under GDPR.

Contacting members and other partners

Partnersoft Limited 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 Partnersoft Limited first. If agreed that the contact is warranted Partnersoft Limited will facilitate it for the Partner.

The privacy of Members’ and Partners’ information is paramount and is never disclosed to any third party without due course. The Partnersoft Limited Privacy Policy forms part of this Agreement and the partners are obliged to comply with it (in its current form from time to time) in relation to Members.
The Partner consents to Partnersoft Limited obtaining, recording and using Personal Data about the Partner in connection with this Agreement and for so long as may be reasonably required for legitimate purposes. The Partner also consents to Partnersoft Limited disclosing that information to others with a legitimate reason to receive it (e.g. prospective or current Members or partners or transferees or potential transferees of Partnersoft Limited business, regulatory authorities and complainants) whether inside or outside the European Economic Area.
As part of the Partnership Programme the Partner will be given a password to access the Partner’s administration area and change the Partner’s contact information. It is the Partner’s responsibility to maintain secrecy and control of this password so that others cannot gain access to, or change, the Partner’s information. Partnersoft Limited cannot be held responsible for any loss or change of information or incorrect sending of payments if the Partner fails to protect or keep up to date the Partner’s information.

Spam Policy

The following policy regarding the use of “spam” shall be read and construed in conjunction with Partnersoft Limited privacy policy.
Spam, for the purposes of this Agreement, shall be defined as unsolicited commercial email sent to third parties with whom the Partner has no existing relationship or permission to send email for the purpose of promoting or generating business, or traffic, promoting any idea, harassing anyone for any reason, etc. especially but not limited to being via bulk email. This includes posting in newsgroups, forums, etc. where they do not specifically allow commercial posts.
If the Partner is not sure if something constitutes spam, it should not do it. Use of spam to promote the Partner’s links to the Website or traffic to a web site that includes a link to the Website will be grounds for immediate termination for cause without previous notice and the Partner shall forfeit any right to unpaid or future Commission. The Partner shall indemnify Partnersoft Limited from any claim or demand made by any third party due to or arising out of the Partner’s breach of this Clause.

Password Policy
The use of a strong password is essential in order to protect your security and identity online. Please read the following advice for creating, maintaining and protecting your password.

Passwords must be a minimum of 8 characters in length.
Passwords must be completely unique, and not used for any other system, application, or personal account.
Avoid using obvious passwords such personal information.
Avoid using common passwords.
Passwords should not be shared with anyone, should not be revealed or sent electronically and should not be written down or physically stored.

Intellectual Property Rights

License
Partnersoft Limited hereby grant the Partner a non-exclusive, non-transferable, revocable right to use Partnersoft Limited logos, Trademarks, trade names, and similar identifying materials in the Partner’s effort to promote Partnersoft Limited pursuant to this Agreement and during the term hereof as they appear in the banners supplied by Partnersoft Limited to the Partner.
The Partner agrees not to use the Trademarks or other materials in any manner that is disparaging or that otherwise portrays Partnersoft Limited in a negative light. Partnersoft Limited 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
Subject to Clause 13.6 the Partner acknowledges that the look and feel and content of the Website is owned by or licensed to Partnersoft Limited by third parties and that the Partner has no rights therein.
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 Partnersoft Limited belong to Partnersoft Limited and if created by others be licensed to Partnersoft Limited.
Partnersoft Limited acknowledges that all intellectual property rights in the Partner’s Materials belong to or are licensed to the Partner.
The Partner grants to Partnersoft Limited 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 the services and performance of Partnersoft generally 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 Partnersoft Limited it shall immediately notify Partnersoft Limited and co-operate with Partnersoft Limited in any effort of Partnersoft Limited to prevent such infringement including executing any and all documents necessary to perfect, complete or register any of the rights granted or assigned to Partnersoft Limited in this Agreement and consenting to be joined as a party to any proceedings where Partnersoft Limited in its reasonable discretion believes the same to be necessary.
Partnersoft Limited may, but is not obliged to, institute such actions or proceedings or take such other steps to end such infringement as Partnersoft Limited wishes. The Partner shall not (except as requested by Partnersoft Limited) 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 Partnersoft Limited infringes the third party’s rights then once Partnersoft Limited has agreed to fully indemnify the Partner against any costs or damages incurred Partnersoft Limited shall if it so requests be given conduct of the action and to the extent necessary may amend such material so that it no longer infringes.
Partner’s Material
The Partner shall not make any representation or statement regarding the validity or value of any proceedings or threatened proceedings or infringement or threatened infringement relating to any of the intellectual property rights of Partnersoft Limited or material used by or originating from Partnersoft Limited without the prior consent of Partnersoft Limited.
Partner’s Material
The Partner warrants that any Partner’s Material supplied by it or incorporated by it into the Partner Pages or Website is:

its own original creation; or
not protected by third party trademark, copyright or similar protection; or
if so protected is licensed for use by Partnersoft Limited as set out in Clause 13.6; and
not offensive, defamatory, unlawful, in breach of confidence or contrary to any regulatory regime.

The Partner acknowledges Partnersoft Limited’s rights to block, remove or amend any part of the Partner Pages or the Website if subject to or in Partnersoft Limited’s opinion likely to be subject to third party complaint.
The Partner agrees to indemnify Partnersoft Limited against all costs losses and expenses incurred as a result of the inclusion of any Partner Material on the Website in breach of the warranty set out in Clause 13.1011.

Classification of Partner Pages and Access to Users

The Partner acknowledges and accepts that Partnersoft Limited may classify or identify the Partner Pages and Members joining via the Partner Pages by any criteria whatsoever and may use such classification to restrict:

the availability of communication between Members and other members of the Dating Network;
the availability of the details of other members of the Dating Network to Members; and
the availability of the details of Members to other members of the Dating Network;

Ownership of Members And Data Protection

Every Member is a customer of Partnersoft Limited.
The Website provides for customers to provide Personal Data direct to Partnersoft Limited.
Except as expressly provided in this Agreement the Partner has no right to any Personal Data collected by Partnersoft Limited in the provision of Services.
The parties each warrant that:

it is permitted or will before the processing commences be permitted under the GDPR to process Personal Data to be acquired by it in connection with this Agreement.
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.
it will comply with the GDPR in relation to security measures taken to protect all Personal Data transferred to it pursuant to this agreement.

Branding and Marketing of the Partner Pages

The Partner shall have sole responsibility and any connected liability for choosing and protecting any brand name applied to the Partner Pages, including the URL used for the Partner Pages.
The Partner shall provide full and accurate information regarding the target market and nature of the marketing for its Partner Pages including but not limited to fully answering any enquiry of Partnersoft Limited relating to the same.
Upon request by Partnersoft Limited, the Partner shall provide copies of all marketing materials created or used to promote the Partner Pages.
The Partner shall not, unless specifically authorised under this Agreement, utilise any brand name, sign, logo, URL or other trading get up which is identical to or confusingly similar to any brand name, sign, logo, URL or other trading get up which is or has been used by Partnersoft Limited or any associate or partner of Partnersoft Limited to market or promote the Dating Network.

Right of Representation

The Partner gives Partnersoft Limited 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.

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 which any member has, whether that membership is free or paid.

Confidentiality

Except as otherwise provided, each party shall at all times during the continuance of this Agreement and after its termination keep all financial, operational, technical, administrative and marketing information of a secret and proprietary nature in relation to the other party’s affairs (all such information, data and materials, whether documented, oral or mechanical being referred to as “Information”) in complete confidence and not use any of the same for any purpose other than the performance of its obligations under this Agreement.
The duties of confidentiality in this Agreement shall not apply to any Information which:

is part of the public domain at the time of disclosure or becomes part of the public domain without action or omission of the receiving party;
was in the possession of the receiving party at the time of disclosure;
was lawfully obtained by the receiving party from a third party not under a confidentiality obligation; or
is required to be disclosed by law, regulations, governmental or judicial orders, or the like.

Variations

Partnersoft Limited reserve the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion upon 7 days notice to the Partner.
Should the Partner not agree with any changes the Partner may terminate this Agreement with immediate effect and shall remove all its links to the Website. The Partner’s continued participation in the Partnership Programme shall constitute the Partner’s binding acceptance of the change(s).

Term and Termination

This Agreement will begin upon the date specified and shall continue for 24 months. It is then subject to renewal.
Partnersoft Limited 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:

if the Partner shall commit a breach of any of the terms or conditions of this Agreement and (where such breach is in Partnersoft Limited’s opinion capable of remedy) shall fail to remedy such breach to Partnersoft Limited’s satisfaction within 30 days after Partnersoft Limited has given it notice in writing thereof; or
if the Partner shall be unable to pay its debts as they fall due or shall become subject to any insolvency procedures; or
if the Partner shall be convicted of any criminal offence or act in any way which in Partnersoft Limited reasonable opinion is likely to adversely affect the reputation and goodwill of Partnersoft Limited or the Services.

In the event of termination of this Agreement by Partnersoft Limited pursuant to clause 1821.1 Partnersoft Limited shall continue to pay Commission in accordance with Clause 5 on then current Members for two years following termination and such sums shall be on account of any indemnity or compensation that the Partner is entitled to receive at law for termination of this Agreement.
If this Agreement is terminated by Partnersoft Limited in accordance with Clause 1821.2, then the Partner will forfeit any unpaid Commissions.

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 Partnersoft Limited Network;
the Partner shall:

cease forthwith to use the Trademarks or any imitations or approximations thereof;
not hold itself out as connected with Partnersoft Limited;
not divulge or use any confidential information of Partnersoft Limited; and
immediately return to Partnersoft Limited or (at Partnersoft Limited’s option) destroy all promotional material which may in any way be associated with Partnersoft Limited and/or its business.

Warranty Disclaimer

Partnersoft Limited 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 Partnersoft Limited 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 or the inability of the Partner or Members to access the Website.

Indemnification

The Partner shall defend, indemnify and hold harmless Partnersoft Limited, 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.

Independent Contractors

The Partner and Partnersoft Limited 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 Partnersoft Limited’s behalf and the Partner will not make any statement, whether on the Partner’s own website or otherwise, to the contrary

General

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 Partnersoft Limited 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 supercedes any previous understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in the Documents inducing it to enter into this Agreement, provided always that nothing in this Agreement shall absolve any party from liability for any pre-contractual statement made fraudulently.
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).
This Agreement shall be governed by US law and the parties submit to the non-exclusive jurisdiction of the US Courts.

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