By signing up for a Datingbackend.com you agree to these terms
Please read through this page as it contains important information regarding your partnership with Datingbackend.com
Please read through this page as it contains important information regarding your partnership with Datingbackend.com
Partner Agreement
This document (“Agreement”) sets out the terms of the “Partnership Program” between
Online Dating Systems Limited (the “Company”) and (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, the Company 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 the Company to the Partner in accordance with Section 5;
“Confidential Information“ includes, but is not limited to, all information and trade secrets including all financial, operational, marketing, administrative 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 the Company, and information in respect of which the Company is bound by any obligation restricting its use (in whatever form, whether data and materials, whether documented, oral or mechanical).
“Member” means, during the period of their membership, a user of Services who joined or renewed membership of the Company through the Partner Pages;
“Net receipts“ means gross receipts less refunds, chargebacks, fines, returns, uncollected items, or any reimbursements for costs of collection or for fraud.
“Partner” is a person who registered with the Company private label and affiliate network agreeing to be bound by this Agreement.
“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 the Company 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 the Company, working on its own or in conjunction with the Partner;
“Partnership Program” means the arrangements between the parties whereby the Partner will introduce consumers to the Company as potential Members;
“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 the Company from time to time;
“Term” means the period from the date of this Agreement until its termination in accordance with Section 201;
“Website” means the website hosted by the Company 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 party by the Partner.
Obligations of the Company.
Once the Partner has completed and submitted the Registration Form and signed Agreement, the Partner will be automatically approved by the Company and the Company will cooperate with the Partner to facilitate the creation of the Partner Pages, which upon completion shall be hosted within the Website. However, the Company reserves the right to verify the Partner’s account information and to terminate this Agreement upon further review without any liability to the Partner.
During the Term of this Agreement, the Company shall host and provide back-up administration and support services for the Website and customer support services to the Members and pay the Partner Commission on payments made to the Company by Members.
Membership Pricing. The price charged for the Services will be determined at the sole discretion of the Company from time to time according to its then current pricing policies.
Membership Payment Processing. The Company will be responsible for processing Member payments and for renewals, cancellations, refunds, chargebacks and related customer service. The Company’s terms, rules, operating procedures and policies regarding Member subscriptions will apply. The Company may reject any member request or payment that does not comply with and agree to such terms, rules, operating procedures and policies, or the rules and policies of the Company’s payment services providers.
Commissions.
The Company will pay Commission to the Partner on Net Receipts received from Members during the Term.
Net receipts mean gross receipts less refunds, chargebacks, fines, returns, uncollected items, or any reimbursements for costs of collection or for fraud.
The agreed Commission rate payable to Partner is 70% of Net Receipts with 30% of Net Receipts being retained by the Company. The Commission rates may be changed from time to time by the Company.
Commissions shall only be payable if earned during the Term.
Company’s receipt of Partner’s W-9 is required prior to any payments being made.
Payment.
Commissions are paid bimonthly on the 15th and last day of every month (i.e., “payment cycle”).
Commissions are paid on the payment cycle that falls 25 days after the issued date on your invoice.
Payments will be made by check, wire/bank transfer or payoneer in $USD only. Partner can choose the method of payment. Partner shall reimburse the cost of bank transfer from the Commission that is paid out, except that wire fees are waived for Commissions of $1000.00 USD or more.
Sums deductible from Commission may be deducted from later payments. If deductions outstanding exceed Commission payable the Partner shall pay the deduction upon demand.
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 $500 USD.
Partner shall provide accurate information for the payment to be made by the Company. The Company has no responsibility for Commission collection problems due to the misspellings or misinformation of Partner details provided by the Partner.
Partner Pages Development Charges. Partners requiring chargeable development services will be advised and required to approve the development cost in advance. The price charged for the development and creation of the Partner Pages will be determined by the Company according to its then current pricing policies and may be modified from time to time.
Website Policies, Member Information and Privacy.
The Company will be responsible for regular email communication with the Partner and Members i.e. provision of login details upon registration, promotional emails and offers in order to encourage membership upgrades.
At no time may the Partner offer or advertise any discount, bonus, incentive, or similar programs with respect to the Company’s Services or use its Partner Pages for getting free or discounted membership.
The Company will carry out customer support Services for the Members.
All customer records and data relating to Members registering via the Partner Pages, as well as existing Members of the Partner’s dating site will be owned by the Company.
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 the Company. Member’s personal data shall be owned by the Company who may use it for all purposes permitted under applicable law.
Partner may become a Member of their Partner Pages and use the Company’s services in accordance with general membership rules.
Partner may not add services to its Partner Pages which could confuse the customer into thinking that payments to the Company would include the services offered by the Partner (or any other third party), or that these services are provided by the Company.
The Company reserves the right to change the content on Partner Pages should the Company receive any complaints or navigation problems.
The Company reserves the right to use designated advertising space within the Company’s system as and when required for its own use at a rate determined by the Company.
Privacy Policy.
The privacy of Members’ and Partners’ information is paramount. The Company’s privacy policy forms part of this Agreement and the Partners are obliged to comply with it (in its current form as may be amended from time to time) in relation to Members.
The Partner consents to the Company obtaining and using Partner personal information in accordance with this Agreement and for so long as may be reasonably required for legitimate purposes. The Partner also consents to the Company disclosing that information to others with a legitimate reason to receive it whether inside or outside the USA.
As part of the Partnership Program the Partner will be given a password to access the Partner’s administration area and change the Partner’s personal 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. The Company 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.
The Company does not disclose Partner personal information to its other partners. In case the Partner thinks it has a legitimate reason for contacting another partner, the Partner should inform the Company.
Confidentiality.
The Partner shall at all times during the Term of this Agreement and after its termination keep all Confidential Information in complete confidence and not use, directly or indirectly, 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.
Spam Policy. Sending unsolicited emails with unsolicited news groups/websites and email addresses are considered to be SPAM and is prohibited by the Company.Use of SPAM to promote the Partner’s links to the Website or traffic to a website 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 the Company from any claim or demand made by any third party due to or arising out of the Partner’s breach of this Clause.
Intellectual Property Rights.
License. The Company hereby grants the Partner a non-exclusive, non-transferable, revocable right to use the Company’s logos, trademarks, trade names, and similar identifying materials for the sole purpose of the Partner’s efforts to promote the Company pursuant to this Agreement during the term hereof as they appear in the material supplied by the Company to the Partner. Partner agrees not to use any such intellectual property of the Company in any manner that is disparaging or that otherwise portrays the Company in a negative light. The Company reserves all its rights in and to its intellectual property and may revoke all or any part of the Partner’s license at any time in its sole and absolute discretion.
Website and Partner’s Pages.
The Partner grants to the Company a non-exclusive, perpetual, worldwide, royalty-free license to use the Partner’s Materials during the Term for the purpose of promoting the Partner Pages and performing the Services of the Company.
Subject to subsection 12(b)(i), the Partner acknowledges that the look and feel and content of the Website is owned by or licensed to the Company 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 the Company belong to the Company and if created by others shall be licensed to the Company.
The Company acknowledges that all intellectual property rights in the Partner’s Materials belong to or are licensed to the Partner.
In the event that the Partner shall become aware of the infringement or threatened infringement of any of the intellectual property rights of the Company it shall immediately notify the Company in writing and co-operate with the Company in any effort to prevent such infringement including executing any and all documents necessary.
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 the Company or material used by or originating from the Company without the prior consent of the Company.
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: (a) its own original creation; or (b) not protected by third party trademark, copyright or similar protection; or (c) if so protected is licensed for use by the Company as set out in subsection 12(b)(i); and (d) not offensive, defamatory, unlawful, in breach of confidence or contrary to any regulatory regime.
The Partner acknowledges the Company’s rights to block remove or amend any part of the Partner Pages or the Website if in the Company’s opinion likely to be subject to third party complaint.
The Partner agrees to indemnify the Company against all claims, costs losses and expenses, including attorneys’ fees, incurred as a result of the inclusion of any Partner Material on the Website in breach of the above warranty.
Classification of Partner Pages and Access to Users. The Partner acknowledges and accepts that the Company may classify or identify the Partner Pages and Members joining via the Partner Pages by any criteria whatsoever and may use such classification to restrictthe availability of communication and details between or among Members.
Ownership of Members and Data Protection.
Every Member is a customer of the Company.
The Website provides for customers to provide personal data, including contact and billing information, direct to the Company, which is the property of the Company.
Except as expressly provided in this Agreement the Partner has no right to any personal data collected by the Company in the provision of Services.
Each party warrants and represents to the other party that: (i) it is permitted or will before the processing commences be permitted 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 (iii) it will comply with the applicable law 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 any content used on the Partner Pages.
The Partner shall have sole responsibility and any connected liability for choosing and protecting any brand name, sign, logo, URL or other trading get up used for the Partner Pages.
The Partner shall defend, indemnify and hold harmless the Company, and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable legal fees, arising out of or relating to any content, brand name, sign, logo, or URL or other trading get up used on or 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 inquiry of the Company relating to same.
Upon request by the Company, the Partner shall provide copies of all marketing materials created or used to promote the Partner Pages.
The Partner shall not, unless specifically authorized under this Agreement, utilize 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 the Company or any affiliate or partner of the Company to market or promote the Company.
Partner cannot copy text from its Partner Pages to use on any other website or a site provided by another company.
Partner may not create fake profiles within its Partner Pages. Fake profiles include but are not restricted to profiles that contain pictures and/or information that do not relate to the person that created the profile and profiles that are created for marketing purposes, e.g. to generate an upgrade.
Domain name, website name and content must not be considered offensive. Partner shall not include words and titles that could be considered offensive, demeaning or inflammatory.
Partner shall not include links to other sites within its Partner Pages.
The inclusion of, and references to any illegal and/or immoral activities is strictly forbidden on the Partner Pages. The Company reserves the right to disclose information regarding providers of such content to the relevant authorities.
All website graphics and templates, promotional materials that are provided to the Partner by the Company shall remain the sole intellectual property of the Company and as such, may not be used externally on any document without express written permission from the Company.
Partner Pages including the domain name or sub-domain must not infringe on any trademarks. Offending sites will be deleted from the system without any notice.
Partner agrees to fund and manage all marketing activities to promote its Partner Pages or other partner pages on the Company’s platform.
Partner agrees to display Company’s contact information on the domain Whois records. This information is:
ODS Online Dating Systems LTD
Christine Taylor
77, Strovolos Ave., Strovolos Center, OFF. 204
Strovolos, Nicosia 2018
CYPRUS
Phone: +1.866-294-5787
Email: jay@datingbackend.com
Right of Representation. The Partner gives the Company 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.
Variations.
The Company 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. The Partner’s continued participation in the Partnership Program shall constitute the Partner’s binding acceptance of the change(s).
The Partner is required to keep its domain name and Partner Pages up on the Company’s Website as long as one (1) Member is paying on it. If the Partner uses its own domain name and its domain name moves away from the Company’s Website during the Term, Company shall retain any outstanding payments as to that domain site and Partner forfeits the right to said payments, which Company may use to cover any chargebacks or refunds. If the chargebacks and refunds amount to more than the amount of the outstanding payments, the Company reserves the right to seek these chargebacks and refunds from the Partner as the Company deems appropriate. The Company may also apply a termination charge if there were any development works provided by the Company and not paid for by the Partner or the targets agreed were not met by the Partner. Failure to cover this termination charge may result in legal action. The Company will retain all Members and will notify all Members that the site URL has changed and provide them with a new login page.
Term and Termination.
This Agreement is effective as soon as the Registration Form is completed and submitted to the Company and shall continue for a period of one (1) year unless sooner terminated as provided herein; otherwise, this Agreement shall automatically renew each year on the anniversary date.
This Agreement may be terminated by either party with one (1) month written notice.
The Company reserves the right to terminate this Agreement immediately if:
the Partner breaches any of the terms and conditions of this Agreement or any other rules, operating procedures or policies of the Company; or
the Partner has been convicted of any criminal offense; or
the Partner has engaged in any fraudulent activity or act in any way which in the Company’s opinion is likely to adversely affect the reputation and goodwill of the Company or the Services; or
the Partner shall be unable to pay its debts as they become due or shall become subject to any bankruptcy or insolvency proceedings;
If after a period of six (6) months from the moment your Partner Pages goes live, your Partner Pages have attracted less than 1000 registrations, the Company may, within its sole discretion, de-activate the Partner’s account and Partner Pages until further notice or terminate this Agreement.
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 Company;
the Partner shall: (a) cease forthwith to use the Company’s Intellectual Property or any imitations or approximations thereof; (b) not hold itself out as connected with the Company; (c) not divulge or use any confidential information of the Company; and (d) at the Company’s option, either immediately return to the Company or certify that it has destroyed all promotional material which may in any way be associated with the Company and its business.
Company shall retain any outstanding payments and Partner forfeits the right to same, which Company may use to cover any chargebacks or refunds. If the chargebacks and refunds amount to more than the amount of the outstanding payments, the Company reserves the right to seek these chargebacks and refunds from the Partner as the Company deems appropriate. The Company may also apply a termination charge if there were any development works provided by the Company and not paid for by the Partner or the targets agreed were not met by the Partner. Failure to cover this termination charge may result in legal action.
Company retains all Members.
Warranty Disclaimer.
The Company gives no warranties, representations or guarantees as to the performance of the Partnership Program 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.
The Company has 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 the Company, 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 willful misconduct of Partner; (iii) it is based upon Partner’s violation of any applicable law or regulation in providing products or services hereunder; or (iv) as otherwise expressly provided herein.
Independent Contractors.
The Partner and the Company 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 behalf of the Company and the Partner will not make any statement, whether on the Partner Pages 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 the Company.
This Agreement 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 expressly set forth herein to enter into this Agreement. 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.
This Agreement does not and is not intended to confer any rights or remedies upon any person other than the Company and the Partner.
Any dispute arising out of or relating to this Agreement shall be governed by Florida law and the parties submit to the exclusive jurisdiction of the Federal or State Courts of Broward County, Florida.
