The person duly submitting the online registration form linked to this document or signing the previous paper front page, or the entity on whose behalf it is submitted ("Webmaster"), thereby enters into a binding agreement with Electronic Group Ireland Limited, registered in Ireland with company number 364563, and with corporate address at 19 Lower Baggot Street, Dublin 2, (Ireland) (“Provider”), subject to Clause 6.1 and the following terms and conditions (this “Agreement”):
1. OBJECTWebmaster shall advertise, through Webmaster’s Internet site or sites accepted by Provider (“Webmaster Sites”), access by end users to visual and/or audio materials and/or services ("Content") using Provider’s dialer software, premium rate dial-up access, SMS or MMS, or any other billing system agreed by the parties (“Billing Systems”), and, in accordance with the terms of this Agreement, Provider will pay Webmaster the amounts specified in Clause 3 of this Agreement.
2. PROVIDER FACILITESUpon receipt of Webmaster’s duly completed registration form (including all details required by such form) and in accordance with Clause 6.1, Provider will issue Webmaster with:
2.1a login ID code and password for accessing Provider’s online management system;
2.2a banner identification reference for the purpose of tracking Traffic, as defined below in Clause 3.1 (“Banner ID”). Provider may in its discretion issue further Banner IDs and/or register further Webmaster Sites upon request from Webmaster; and2.3a non-exclusive, non-transferable license to use certain publicity devices, advertising pages or banner advertisements made available by Provider to advertise and direct end users to Content accessed using one or more of the Billing Systems (“Links”), in all cases solely on the Webmaster Sites and solely for the purposes set out in this Agreement.
3. FEES3.1 Subject to receipt to Provider’s satisfaction of up to date details of compliance with VAT, tax and business formalities in the residence, seat or permanent establishment of the Webmaster, and identification and bank account details for Webmaster or obtaining a VISA electron by Webmaster as indicated below, and to the remaining provisions of this Agreement, in respect of the advertising services carried out by the Webmaster, Provider will make payments to Webmaster in accordance with Provider’s tariffs as amended from time to time (as they appear in Provider websites notified to Webmaster) (“Fees”), calculated on the basis of the use (if any) of the Billing Systems by bona fide end users directed to them by one of the Links on Webmaster Sites containing Webmaster’s Banner ID (“Traffic”).
3.2 Provider will enable Webmaster to review Webmaster’s Traffic online. Usually around the 16th of each month Provider will publish online, at the URL notified to Webmaster from time to time, a definitive calculation of the total Fees earned by Webmaster calculated on the basis of the Traffic generated during the previous calendar month in consideration of Webmaster’s advertising services. Fees not in Euros will be calculated using the average exchange rate during the relevant month.
3.3Webmaster shall present to Provider or any payment services company used by Provider, in the form required by Provider or the payment services company or shall permit Provider or the payment services company to generate on Webmaster’s behalf (self billing), an invoice for the total monthly Fees published and calculated in accordance with clause 3.2 above. Provider shall be entitled to deduct from the Fees any proportion of the Fees that are directly attributable to a failure or delay by any third party (including any end user, telecommunications services provider or network operator) to pay for Traffic for any reason or where Provider is required or decides to make a refund to any third party for any reason.
3.4Provider will pay Fees to Webmaster in one of the following options:
(i) by bank transfer to the account specified by or on behalf of the Webmaster (with any applicable bank charges, transfer costs and taxes to be borne by Webmaster) normally within 5 working days of receipt of the valid invoice, provided that 30 days have passed since the end of the month to which the Traffic invoiced is related. This payment system will be used by default in case no other payment system is chosen. Fees totaling less than Euro 100 or US$ 100 (whichever currency is applicable or if neither currency is applicable the equivalent in the relevant currency of the Euro amount shall apply) will be aggregated with subsequent months’ Fees and paid out only when such amount is reached.
(ii) through a payment services company specialized in these type of payouts in which case all payments will be made to the Webmaster’s VISA electron. Such VISA electron will have to be obtained personally by the Webmaster from the payment services company. If the Webmaster uses this payment system, it will present its invoices to the payment services company as stated in clause 3.3 and all payments will be made by the Provider’s payment services company to the Webmaster VISA electron (with any applicable charges, transfer costs and taxes to be borne by Webmaster), according to the information available in the Provider’s online management system.
(iii) from time to time Provider may offer other payment systems to Webmaster, made available on its online management system, for which Webmaster will always need to verify its terms and associated costs.
Provider will be responsible in all cases for all payouts due to Webmaster.
4. WEBMASTER WARRANTIESWebmaster represents, warrants, and undertakes that at all times during this Agreement:
4.1Webmaster is a person of legal age in accordance with the laws of the residence of the Webmaster for viewing sexually explicit material, and in any case at least eighteen years old (“Adult”), or is a legal entity managed and owned solely by Adults;
4.2 Webmaster controls the Webmaster Sites, and runs its business and will perform its obligations under this Agreement in accordance with all relevant community and moral standards and applicable laws, regulations and mandatory codes of conduct relating, in particular but without limitation, to adult entertainment services, advertising and electronic commerce, and has obtained all necessary authorizations or licenses in respect of the Webmaster Sites and Webmaster’s business;
4.3 Webmaster does not send or tolerate the sending of any form of unsolicited electronic communication or advertisement, including without limitation via email, message boards, instant messaging, SMS or other mobile services, or multiple, fraudulent or misleading submissions to search engines, TGPs or link sites (“Spamming”);
4.4 no Webmaster Sites contain, or contain links to, any material that:
(a) is illegal (including without limitation actual or simulated images of bestiality, rape, violence, or actual or apparent non-Adults in suggestive or sexual situations or that seeks, suggests or enables the provision of Adult material to non-Adults);
(c) is threatening, violent, abusive, hateful or defamatory towards any person;
(d) infringes any other party’s rights including without limitation copyrights, patents, trade or service marks, image rights, rights of publicity or privacy rights; or
(e)contains any virus, worm, Trojan horse or any other program, code or feature that may cause damage to or loss of any equipment, data or program or inconvenience to any person, whether or not such result is intended.
4.5 Webmaster shall enable Provider to access and inspect free of charge all parts of Webmaster Sites in order to verify Webmaster’s compliance with the terms of this Agreement.
5. LIABILITY5.1 Webmaster will indemnify Provider and hold Provider harmless from and against any claim, loss, damage or liability (including legal fees and costs) arising out of: (a) Webmaster's use of any Links, Billing Systems or any other Provider material or service; (b) any breach by Webmaster of any obligation or warranty under this Agreement including, but not limited to, the matters listed in clause 4.4 of this Agreement; and/or (c) any matter relating to any Webmaster Sites, its content (including any Provider material or service contained therein), lawfulness, quality or condition.
5.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER HEREBY EXCLUDES ALL LIABILITY FOR NEGLIGENCE AND/OR ALL NON-FRAUDULENT REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY ADVERTISEMENT, BILLING SYSTEMS, LINKS, OR ANY OTHER PROVIDER MATERIAL OR SERVICE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OR ABSENCE OF VIRUSES). TO THE MAXIMUM EXTENT PERMITTED BY LAW PROVIDER SHALL IN NO CASE BE LIABLE TO WEBMASTER FOR ANY DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFIT OR DATA, BUSINESS INTERRUPTION, OR ANY OTHER ECONOMIC, GOODWILL OR PHYSICAL LOSS) ARISING OR IN CONNECTION WITH ANY ADVERTISEMENT, BILLING SYSTEM, LINK OR ANY OTHER PROVIDER MATERIAL OR SERVICE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
5.3 Provider shall not be liable for any failure or delay on the part of Provider attributable to factors outside its reasonable control, including without limitation any failure, interruption, delay or error in any transmission network, software or hardware; action or failure to act by any third party; and government or regulatory intervention, as well as cases of force majeure including: floods, fires, earthquakes, other natural disasters, war, acts of terrorism and similar.
5.4 Provider reserves the right to suspend or restrict the use by any person of the Links, Billing Systems or any other material or service made available by Provider when Provider suspects that such use is not duly authorized or is fraudulent or is in breach of any law or regulatory provision. Provider shall have no liability to any person as a result of any such suspension or restriction.
5.5 Without prejudice to any other provision of this clause 5, the total liability of the Provider to Webmaster arising out of the matters referred to in this Agreement, in any case, shall not exceed, other than in respect of liability that by law can not be so restricted, the total amount of the Fees paid by Provider to Webmaster during the calendar month prior to the events leading to such liability.
6. TERM, ASSIGNMENT, VARIATIONS AND TERMINATION6.1 This Agreement shall enter into effect upon written confirmation to Webmaster by Provider of Webmaster’s due and complete registration or through the signature of its front page, and shall remain in effect until terminated in accordance with its terms.
6.2Either party may terminate this Agreement immediately at any time for any reason by notice to the other party, including by e-mail. Webmaster shall not be entitled to any Fees in respect of Traffic occurring after termination. Provider may without limitation suspend Fee payments to Webmaster and/or at Provider’s option terminate this Agreement or exclude any Webmaster Sites from the application of this Agreement, if Webmaster: (a) breaches any provision of this Agreement; (b) becomes bankrupt or insolvent or has a liquidator or receiver appointed to it; (c) seeks to register any website with Provider that is not fully functioning and/or legal; and/or (d) engages in or tolerates illegal or unacceptable activities as determined by Provider in its absolute discretion.
6.3Provider may at any time assign this Agreement to another company or vary this Agreement (including the rates or method of calculation of Fees) by posting such assignment or variation on a Provider website notified to Webmaster or otherwise notifying Webmaster thereof. If Webmaster does not agree to such variation, Webmaster’s sole remedy shall be to terminate this Agreement. By continuing to advertise any of the Billing Systems and/or Provider Content, whether by using any of the Links or otherwise, Webmaster agrees to be bound by any such variation.
6.4Upon termination of this Agreement for any reason, Webmaster shall immediately cease using all Links, Billing Systems, or any other material or service made available by Provider and references to Provider, remove them from all websites it controls and not replace them.
7. MISCELLANEOUS7.1 Personal data relating to Webmaster, its agents or employees will be processed by Provider, its group companies or its agents in accordance with the Data Protection Acts 1988 and 2003 with the purpose of performing this Agreement. Individuals have rights of access, rectification, blocking, deletion and objection in relation to their personal data held by Provider, which can be exercised by contacting Provider in writing, by post or email, in accordance with the Data Protection Acts 1988 and 2003.
7.2 Save as expressly set out in this Agreement, all rights, including, without limitation, copyright, patent and/or trademark rights in and to all Links, Provider websites, Billing Systems or any other material or service made available by Provider, are hereby reserved by Provider or its licensors and Webmaster shall not modify, extract, imitate, create derivative works, use, copy, reproduce, publish, disclose, distribute or otherwise deal with them other than as expressly permitted by this Agreement or with the prior written consent of the Provider.
7.3 Webmaster, its employees, agents and advisers shall keep confidential and in accordance with the Data Protection Acts 1988 and 2003, even after termination of this Agreement, all information obtained from Provider, including without limitation in relation to Traffic and Fees, except where the same becomes generally known through no act or omission of Webmaster, or is required to be disclosed by an applicable legal or regulatory provision or judicial or regulatory order.
7.4 Any notification to either party in relation to this Agreement shall be directed to the address or addresses indicated by such party to the other in relation with this Agreement from time to time.
7.5 Nothing in this Agreement shall create any joint venture, partnership or agency between the parties and Webmaster shall not represent to any person that any such relationship exists.
7.6This Agreement constitutes the entire agreement between the parties regarding its subject matter, and supersedes any prior oral or written agreement or understanding relating thereto. Neither party has relied on any representation or guarantee in entering into this Agreement.
7.7This Agreement shall be governed by and construed according to the laws of the Provider’s domicile of origin and the parties hereby submit to the exclusive jurisdiction of the Courts of the Provider’s domicile of origin. Any delay or failure by Provider to enforce any of its rights shall not operate as a waiver of such right, nor preclude enforcement in any other instance.
7.8 The clause headings in this Agreement are for reference purposes only and are not intended to be taken into account when interpreting the clauses of this Agreement.
7.9 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remainder hereof.