Online Dating Services Licence Agreement

 

This Agreement is effective from site creation :

(1) *Site Creator ( Licensee )

(‘the Licensee’); and

(2) Affiliate Dating Limited; whose registered office is at:

Beresford House, Plumpton Green, Lewes, East Sussex BN8 4EN
(‘the Licensor).
Recital

A) The Licensor is engaged in the business of providing online dating services, which are operated in accordance with a distinctive system and plan utilising and comprising certain property marks, confidential information, standards, specifications, techniques, identifying schemes and materials, insignia, management methods and standard operational procedures and has expended substantial time, effort and money in the development and implementation of the same.
B) The Licensee desires to obtain the benefit of the knowledge, skill and experience of the Licensor, the Licensors intellectual property rights, confidential information, and limited access to the Licensors IT infrastructure and the right and licence to operate the business system of the Licensor in its association with and upon the terms and subject to the conditions set out below.

1. Definitions
In this Agreement the following expressions shall have the following meanings unless the context otherwise requires:

1. “Agreement” means this agreement and schedules, attachments, or amendments hereto.

2 Interpretation

In this Agreement unless otherwise specified:

3 Basis of Contract
3.1 This is a legally binding contract between the Licensor and the Licensee for the provision of the Service.

3.2 These Terms and Conditions shall govern the Agreement between the Licensor and the Licensee to the exclusion of any other Terms and Conditions in respect of the Service. The Licensor and the Licensee agree to be bound by these Terms and Conditions for the term of this Agreement. This Agreement can be amended by the Licensor from time to time with prior written notice to the Licensee.

3.3 The Licensor’s employees, sub-contractors or agents are not permitted (unless confirmed by the Licensor in writing) to change the Service. The Licensee acknowledges that they do not rely upon any representation or warranty that has not been made in accordance with these Terms and Conditions and as part of the Agreement.

3.4 The Licensor reserves the right to monitor and at its discretion remove for any reason that it sees fit, any information including picture images, text or other material posted to the Website(s)s by Visitors and Users of the Licensee’s Website(s) that are operated and maintained by the Licensor.

3.5 The Licensor reserves the right to refuse to register applications for membership and to terminate at any time any membership by Users of the Licensee’s Website(s) if it sees fit to do so without recourse by the user or the Licensee and without recourse to the Licensee or the Licensor by the User. Warranties are given in the terms and conditions appearing on the Website(s) by which Users use the Licensee’s Website(s) and websites operated and maintained by the Licensor that acknowledge this factual agreement.

3.6 The Agreement between the Licensee and the Licensor shall come into effect upon the payment of the Licence Fees and execution of the Agreement.

3.7 The Licensor provides a Networked service, the Licensee gives notice that they understand and agree that the Visitor and User Data posted to the Websites by Users known as “Visitor Personal Details” and “User Personal Details” can be used on any website within the Licensor’s network including on any website affiliated to the Licensor. Terms and conditions by which Users use the Licensee’s Website(s) and websites operated and maintained by the Licensor allow the sharing of the Visitor Personal Details and the User Personal Details and the Licensee acknowledges and accepts this material fact.

3.8 The Licensor may agree to amend this Agreement at the written request of the Licensee however any amendment will be entirely at the Licensors discretion.

4 Eligibility

By entering into this Agreement the Licensee warrants and represents to the Licensor that;

4.1 The Licensor reserves the right to decline any application to join or remain part of the Licensors network without liability or obligation to disclose the reasons for the declined application and the Licensors decision is Final.

5 Appointment and grant, commencement and Term for this Agreement shall commence on signup.

5.1 Monthly Website review & commission review based on the clients entire revenue through Affiliate Dating systems. Commission can be increased or decreased based on the results and turnover.

6 Duties & obligations - Licensor

6.2 Subject to the terms and conditions of this Agreement, the Licensor shall provide the Service to the Licensee in accordance with this Agreement and as further detailed in the Schedule.

6.2.1 to permit the Licensee to operate and promote the Business in accordance with the terms of this Agreement;

6.2.2 to provide the Licensee with reasonable advice, know-how and guidance relating to the management, finance, promotion and methods of operation to be employed in connection with the system and to provide reasonable facilities for consultation with the Licensee in connection with any problems relating to the system from time to time arising with a view to assisting and enabling the Licensee to operate and maintain the system;

6.2.3 to make available to the Licensee during normal working hours of 0900am to 1700pm Monday to Friday (excluding bank holidays and other agreed periods) members of the Licensors staff competent to provide any reasonable assistance and advice in connection with the system;

6.2.4 to provide the Licensee with the Service

6.2.5 to maintain, modify and update the IT Infrastructure throughout the duration of this Agreement and amend it so as to render it useable by the Licensee on any computer or equipment or other equipment specified by the Licensor. The Licensee must notify the Licensor as soon as practicable if the Licensee discovers any fault or defect in the IT Infrastructure; and

6.2.6 to allow the Licensee’s accountant(s) to have full access, at no cost to the Licensor, to the accounts, audit trails and any other information necessary to confirm the level of Client Registrations, Revenue, Refunds & Chargebacks, Credit Card Charges, the Licensor’s Service Charge, VAT and Retentions and any other costs or deductions from time to time associated with the Service provided to the Licensee by the Licensor.

6.2.7 The Licensor warrants to the Licensee that the Service provided under this Agreement will comply with all prevailing laws, legislation, statute and case law.

6.2.8 The Licensor shall provide the Licensor with access to a password protected administration website to view statistics such as visitors, new members joining, memberships purchased, total Revenue as well as the information specified for any period or periods from inception of this Agreement.

6.2.9 The Licensor will provide maintenance services on its equipment, software and server(s) to the highest industry standards and shall ensure that it updates and upgrades the Licensor software on a regular basis.

7 Duties & obligations – Licensee

7.1 The Licensee shall deliver to the Licensor website details, Licensee software and any content in a format agreed with the Licensor and at a mutually convenient time in order for the Licensor to provide services under this agreement.

7.2 The Licensee understands the need for and undertakes to complete Marketing of the Website(s) that are provided to the Licensee and hosted on the network of the Licensor.

7.3 The Licensee undertakes to complete all duties, responsibilities and obligations as set out herein in strict confidence and comply with the Data Protection Communication Policy as nescessary as the Licensee.

7.4 The Licensee shall register under the Data Protection Act.

7.5 The Licensee shall not copy, replicate or distribute any details or material provided herein or furnish any other third parties with any material detail provided directly or indirectly by the Licensor to the Licensee in association with (but not limited to) Website(s), website terms and conditions, payments or business activities or operations.

8 Licence Fees – NO FEE on new free signup application. Paid for systems will state the price at point of application.

9 Service Charge

9.1 The Licensor shall pay the Licensee, on the Payment Date its Net Revenue earned in respect of Revenue generated in the Assigned Territory. The cut off date for calculating monthly payments shall be in the last working day in each month.

9.2 The Licensor may set off or deduct and retain for its own benefit any sums that would otherwise be payable or owing to the Licensor by the Licensee under or pursuant to this Agreement, unless the Licensee has paid, satisfied or discharged all monies, debts or liabilities due or owing to the Licensor.

9.3 The Service Charge (together with VAT thereon) at the rate(s) set out in the Schedule shall be payable monthly in arrears to the Licensor and shall be deducted from the Revenue after deductions for Refunds, Chargebacks, Credit Card Charges, Retentions and VAT.

9.4 The Net Revenue shall be calculated as set out in the Schedule and will be payable monthly in arrears to the Licensee. The payment will be made by Licensors cheque or by BACS from the Licensor’s bank account within 45 days of the end of the calendar month in which the Revenue was received.

9.5 The monthly Net Revenue payment due to the Licensee must be above £200.00 (Sterling). Cheque or BACS payments will not be issued or processed until the payment amount is above this amount. For clarity, this means that some months may roll over into another before payment is made.

9.6 If the Licensees Website(s) is/are subject to a large number of fraudulent transactions the Licensor reserves the right to increase the amount held in the retention account, suspend all payments for 6 months or, in extreme cases, close down the Licensee’s sites.

9.7 The Service is provided to Users of the Licensee’s Website(s) on a subscribed basis and the fees paid for membership are set out on the payment pages as advertised on the Licensors and/or the Licensees website(s). It is given and understood by the Users (as set out in the terms and conditions on the Website(s) which they are required to consent to) that payment is by Automatic Renewal Subscription Service i.e., once initial payment is made online by the User via a secure payment gateway using a credit or debit card to gain access (to the sites and services of the Licensee which are provided by the Licensor) as a paid member for a specified duration of time, the Licensor on behalf of the Licensee will automatically renew the paid membership once the duration of paid membership expires. Membership is automatically renewed using the card details provided for the initial payment. The Licensee acknowledges that the Net Revenue for all automatically renewed memberships is calculated as set out in the Schedule.

10 Reservation of rights

10.1 All Rights and Licences not specifically and expressly granted to and conferred upon the Licensees by this Agreement are for all purposes reserved to the Licensor.

10.2 Death or Incapacity of the Licensee shall deem the agreement to be severed and all rights shall transfer to the Licensor.

11 Termination

11.1 The Licensor may terminate this Agreement forthwith if the Licensee neglects or fails to perform or observe any of the provisions of this Agreement or commits any material and persistent breach of its obligations herein, including but not limited:

(a) Any failure to pay any amounts due to the Licensor; or

(b) Failure to operate the Business in accordance with the System or comply with any of its obligations or restrictions set out in this Licence Agreement; or

(c) Misusing the goodwill associated with the Licensor or any of the Proprietary Marks; or

(d) Purporting to effect any assignment of any of the rights or Licence herein granted other than in accordance with the terms hereof; or

(e) Disclosing or permitting the disclosure of any part of any other confidential information (including the terms of this Agreement) contrary to the terms hereof; or

(f) giving to the Licensor, or otherwise providing, any false or misleading information or make any misrepresentation in connection with the Business, the Licensor or the System whether in connection with obtaining this Agreement or at anytime during the continuance of this Agreement; or

(g) Any breach which if capable of remedy is not remedied within thirty days of notice in writing to the Licensee requesting its remedy; or

(h) The Licensor shall not be obliged to give such notice in the case of a breach incapable of remedy which shall be one which is material or a persistent breach has occurred more than three times in any twelve month period.

11.2 The Licensor may terminate this Agreement with immediate effect by written notice to the Licensee in the event of a Change of Control of the Licensee

1.3 This Agreement shall automatically terminate without notice being given to the Licensee in any of the following events:

11.3.1 if the Licensee shall become insolvent by reason of its inability to pay its debts as they fall due or shall enter into liquidation or bankruptcy whether voluntarily of compulsorily or shall make any arrangement or composition with its creditors or shall suffer the making of an administration order in respect of all or any part of its assets or takes or suffers any similar action and consequence of a debt; or

11.3.2 if any party takes or brings a successful claim against, including but without limitation as successful claim for the enforcement or foreclosure of any loan or mortgage over or in respect of any property of the Licensee or to forfeit any estate or interest of the Licensee in any property or enter or seeks to enter into possession thereof.

11.4 The Licensor may terminate this Agreement forthwith if the Licensee takes any action to contest the validity or ownership of any of the Licensors Intellectual Property Rights or Proprietary Marks.

11.5 In the event or the termination of this Agreement for any reason the Licensor shall not be required to pay any refund of the Licence Fee or any part thereof to the Licensee.

11.6 Termination of this agreement for whatever reason shall not affect:

11.6.1 The accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or

11.6.2 Provisions expressed to survive this Agreement, which shall remain in full force and effect; or

11.6.3 If requested on termination the Licensor will be provide the Licensee with a copy of the Licensee’s data in CVS format. The Licensee acknowledges that a copy of its data will also be retained as live data and used on the current system by the Licensor.

12.1 Upon the termination or expiration of this Agreement for any reason, the Licensee shall:

12.1.1 immediately cease to operate the Business and to use the System and shall not there-after hold itself out in anyway as a Licensee of the Licensor and refrain from any action that would indicate any relationship between it and the Licensor: and

12.1.2 immediately cease to use in anyway whatsoever any and all of the Proprietary Marks and other trade names, logos, devices, insignia, procedures or methods which are associated with the Licensors Proprietary Marks or the System; and

12.1.3 return to the Licensor or otherwise dispose of or destroy as the Licensor shall direct all signs, advertising materials, stationery, invoices, forms, specifications, designs, records, data, samples, models, programmes and drawings pertaining to or concerning the Business or the System or bearing any of the Proprietary Marks; and

12.1.4 Return all items of equipment held on loan or hire from the Licensor under this Agreement; and

12.1.5 Otherwise perform its obligations and observe the covenants set out herein and adhere to any surviving covenants and conditions.

12.2 The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the parties and any provision hereof which relates to or governs the acts of the parties hereto subsequent to such expiry or termination hereof shall remain in full force and effect and shall be enforceable notwithstanding expiry or termination.

12.1 The Licensee hereby acknowledges the exclusive rights of the Licensor to own the System and the Proprietary Marks or the Intellectual Property rights and know-how and all matters comprised therein (including any data or information related to customers, guests and users and any database or other storage medium in relation thereto) and itself to utilise the same and to grant to any other person a Licence to use the System and the Proprietary Marks and to amend and modify the same by variation, addition, renewal, substitution or howsoever otherwise required.

12.2 All Data owned exclusively by the Licensor prior to the inception of this Agreement will remain the property of the Licensor and it is given and understood that a copy of any Visitor and User Data recorded post inception of this Agreement obtained and recorded in connection with the operating of the System and provision of the Service relating to the operation of the Business by the Licensee in the specified Assigned Territory shall be made available to the Licensee upon written request. The Licensee acknowledges that a copy of its Visitor and User Date shall also be retained as live data and used on the current system by the Licensor following termination of this Agreement.

12.3 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.

13 Data Protection

13.1 The Parties shall ensure that they at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 and the Data Protection principles together with any subsequent re- enactment or amendment (together the “Data Protection Legislation”) in storing and processing personal data and all personal data acquired by either Party from the other shall be returned to the disclosing Party on request.

13.2 The Licensee shall register shall submit an application to be registered under the Data Protection Act within 2 weeks of execution of this Agreement, and acknowledges that failure to submit such application shall be a breach of the Agreement.

13.3 The Licensor warrants to the Licensee that all data collected in relation to this Agreement shall be kept securely and processed appropriately and, as a separate warranty, the licensor warrants to the Licensee that the Licensor will comply at all times with their obligations under the data Protection Act 1998.

13.4 The parties hereby acknowledge that the performance of a duty imposed by the Data Protection Legislation shall not constitute a breach of any obligations in respect of confidentiality, which may be owed by the other Party.

13.5 The failure of any party at anytime to enforce any of the provisions of this Agreement or to exercise any right under this Agreement shall in no way affect that party’s right after any failure or constitute a waiver of that right.

13.6 Any marginal notes and headings contained in this Agreement are for reference purposes only and do not form part of this Agreement and shall not be deemed to alter or affect the meaning of any provision hereof.

13.7 For the purpose of the Contracts (rights of Third Parties) Act 1999 save as expressly specified in this Agreement by name, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any part of its provisions.

13.8 This Agreement may be executed in any number of counterparts (but shall not be effective until each party has executed at least one counterpart), each of which, when executed, shall be an original and which together shall have the same effect as if each party had executed the same Document.

13.9 The Licensee agrees that he will have no right, title or interest to the IP address upon termination of this agreement.

13.10 IP addresses will be shared as each dedicated server has its own IP address but multiple clients are supported by each server.

13.11 To the extent that the Licensee requires use of the Licensor Software in order to use the Services, the Licensor grants to the Licensee a royalty-free, non-transferable, non-exclusive licence to use the Licensor Software within the Assigned Territory. The Licensee has the right to authorise his employees, agents and third party consultants and contractors to use the Licensor Software in order to use the Services.

13.12 The Licensor grants to the Licensee a royalty-free, non transferable, non-exclusive licence within the Assigned Territory to use the Content and the Licensee Software in relation to his obligations under this Agreement and in connection with the provision of the Services only.

13.13 Except as expressly set out this Agreement does not:
13.14 Transfer or grant to the Licensee any right, title, interest or IPR in the Licensor Software; or

13.15 Transfer or grant to the Licensee any right, title, interest or IPR of the Licensors third parties or other Licensees Software.

13.16 The Licensee agrees that they will not by themselves, or through any parent, subsidiary, affiliate, agent or other third party:

13.17 Copy the Licensors Software or Content except as expressly permitted under this agreement or by law or by future authorised written agreement;

13.18 sell, lease, license or sublicense the Licensors Software, Content or the documentation connected with it; or

13.19 Use any information or material deemed to be confidential.

14 The Website(s) shall be available to Visitors and Users pursuant to the Services 99.99% of the time. Where the Website(s) suffer(s) downtime and is/are not so available, the Licensor will make best efforts to re instate the availability of the website(s) in the best possible time. In such an event or in any such event that is out of the control of the Licensor, no recompense shall be due to the Licensee or the users of the Licensees site.

15 Outages, including emergency and previously scheduled windows for router, switch or server maintenance, are not to be included in Downtime calculations. The Licensor shall provide the Licensee with one (1) weeks prior written notification of all scheduled outages and use its best efforts to provide written notification of all emergency outages.

14.1 The Licensor shall notify the Licensee of any report of downtime, and investigate it using suitably qualified personnel, as soon as reasonably practicable after becoming aware of it, and shall remedy the downtime as soon as reasonably practicable.

14.2 The acceptance of these terms do not and shall not be deemed a waiver of any of the rights that the Licensee may have pursuant to this Agreement and shall be without prejudice to any other rights or remedies the Licensee may have.

15 The Licensee shall not distribute in the Content on the Website(s) any material or other information that:

15.1 is defamatory, libellous, of an explicit nature including but not limited to those depicting; sexual acts, abuse of children in any form, self mutilation, threatening, violent, abusive, racist, sexually suggestiveness, obscenity or are obscene, death, war, nudity or to transmit or forward to others any such information or images. Any decision on the suitability of such information or pictures as described above will be made by the Licensor or the Licensors site administrator and shall be deemed as final. The Licensor reserves the right to inform any department of the Police services in any part of the world in which the company operates if in the event that we receive any such material in any form as we consider being of a nature where an illegal act has occurred, depicted to have occurred or is likely to occur.

15.2 Except as provided by law and subject to this agreement the Licensor may not take down or otherwise remove any of the Content supplied in or on the Licensees website without prior consultation with or the Licensees prior written agreement.

15.3 The Licensor grants to the Licensee a non-exclusive, non-transferable, royalty-free licence, during the term of this agreement and within or pertaining to the Assigned Territory or designated geographical area or specific URL.

15.4 The Licensor may make copies of data and content as may be necessary to perform his obligations under this agreement, including back up copies of the Content and data.

15.5 Any IPR developed during the term of the Agreement by the Licensee will be owned by the Licensor.

15.6 The Licensee shall assign to the Licensor with full title guarantee all rights, title and interest in IPR developed during the term of this Agreement.

15.7 The Licensee shall at the request of the Licensor from time to time execute all documents and do all things that the Licensee may reasonably require for the purpose of giving effect to the assignment of the IPR developed during this agreement.

16 Any notice required to be given hereunder by any party hereto shall be in writing sent by pre paid recorded delivery or registered post, email or facsimile and shall be deemed effective if sent by post at the expiration of seventy-two hours after the same was posted whether or not received or if by facsimile, twenty-four hours after dispatch to the correct facsimile number of the addressee. Each of the Parties hereto shall notify the others of any change of address within forty eight hours of any such change.

17 Should the Licensee require additions, alterations or amendments to the Website(s), they shall submit to the Licensor the content. The Licensee must ensure all such content has been scanned for any viruses. The Licensor will promptly make the requested additions, alterations or amendments to the Website(s).

18 All additions, alterations or amendments to the website created by the Licensor whether on behalf of the Licensee or not and any IPR pursuant to the additions, alterations or amendments shall be owned by the Licensor.

19 The Licensor shall charge the Licensee for the additions, alterations or amendments to the Website(s) in accordance with its normal rates from time to time.

19.1 The Licensor warrants to the Licensee that all services provided to the Licensee by the Licensor shall be provided with the due care and skill and to the highest industry standards and in good faith.

19.2 The Licensor shall use its best efforts to avoid passing on any viruses or introducing them to the Licensee.

19.3 Additionally the Licensor warrants to the Licensee that:

19.3.1 The Licensors use of the Licensees Software in accordance with this Agreement will not infringe the IPR of any third party; and

19.3.2 The Licensor has the rights, power and authority to license the Licensor Software to the Licensee and perform the Services.

19.3.3 The Licensor may at some future point partly or wholly merge with or be acquired by another business entity. If such a combination or acquisition occurs the Licensee’s rights under this Agreement shall be respected for a period of six months or the Expiry Date of this Agreement whichever is first, thereafter the acquiring company may implement amendments subject to providing you with three months written notice of its intentions.

20.1 The Licensor will not sell, rent or lease the Licensee’s personal information to others.

20.2 The Licensor may contact the Licensee with promotional messages i.e. newsletters and sales promotions from time to time. The Licensee can unsubscribe from affiliate communications at any time by sending an email request to:

support@affiliatedating.net

20.3 The Licensor will not share personal information with any third parties without the express
Permission of the Licensee or unless required to do so at the request of the police or by law.

21.1 During the Initial Term and upon the Expiry Date or the Termination Date of this Agreement for any reason whatsoever for a period of five years the following obligations shall apply to the party disclosing confidential information (‘the Disclosing Party’) to the other party (‘the Receiving Party’).

21.2 Intellectual Property Rights under the Proprietary Marks, the System and the information disclosed by the Licensor in conjunction with this Agreement and the associated information arising in conjunction therewith (collectively, “Licensor Disclosed Information”), and this Agreement and its terms, shall constitute Confidential Information of the Licensor.

21.2.1 no use of any confidential information for any purpose other than the performance of his obligations under this agreement;

21.2.2 no disclosure any confidential information to any person except with the prior written consent of the Disclosing Party; and;

21.2.3 Every effort to prevent the use or disclosure of the confidential information.

21.2.4 The obligations of confidence referred to in all provisions of this clause shall not apply to any confidential information which:

21.2.5 Possession of the free disposal of the Receiving Party or published or otherwise in the public domain prior to its receipt by the Receiving Party;

21.2.6 Is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;

21.2.7 Is required to be disclosed by any applicable law or regulation;

21.2.8 Is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this agreement in respect of the information and who imposes no obligations of confidence upon the Receiving Party.

22 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.

22.1 Any information (including any business, marketing, technical, financial or any other information) disclosed by either party, whether orally or in tangible form, to the other Party pursuant to this Agreement and/or in conjunction with any activities arising from and/or in conjunction therewith which is labelled, designated or otherwise identified as ‘confidential’ ‘proprietary’ or the like at the time of disclosure, or is disclosed under circumstances of confidence, or would be reasonably understood by the Parties as being confidential, shall be considered “confidential Information” of the Disclosing Party.

22.3 Neither Party shall disclose the confidential information of the other Party, except to those of its employees or permitted agents who need to know certain such information (and who have signed a confidentiality undertaking in favour of the receiving Party) in accordance with performing their job functions for such Party, without the prior written consent of the other Party; and each Party shall use at least the same standard of care to protect the Confidential Information of the other Party, and this Agreement and its terms, as it uses to protect its own Confidential Information, which standard of care will at least be a reasonable standard of care. Each Party shall return the other Party’s Confidential Information and/or destroy the same and have an authorised official certify that such destruction has taken place at the other Party’s request and option.

23 The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of this agreement for whatever reason.

24 Liabilities & Indemnity

24.1 The Licensors aggregate liability to the Licensee arising with respect to this Agreement, the program and the Licensees use of the site(s) and services of the Licensor in the12 months from the effective date of the Agreement or any 12 month period commencing on the anniversary of the effective date of the Agreement will be the amount of any charges for the site(s) or services paid by the Licensee to the Licensor during the year in which the liability arose, which ever is the greater.

24.2 The Licensor accepts responsibility for policing and maintaining the contractual status as agreed herein; and the Licensor agrees to keep indemnified the Licensee against any claim arising from any User of the system who is bound by the Terms & Conditions of use of the system.

24.3 The Licensee’s aggregate liability to the Licensor arising with respect to this Agreement, the program and the Licensees use of the site/s and services of the Licensor in the12 months from the effective date of the Agreement or any 12 month period commencing on the anniversary of the effective date of the Agreement will not exceed the Net Revenue paid to the Licensee.
24.4 The Licensor shall not be liable to the Licensee and the Licensee shall not be liable to the Licensor for indirect, special or consequential damages, for any loss of revenue, profits or data, arising in connection with this agreement, the Service, System, IT Infrastructure or the program.

24.5 The Licensee herby agrees and undertakes fully and effectively to indemnify and keep indemnified the Licensor as well after as before the expiry or termination hereof for and against all reasonable damages, loss, claims, demands, expenses (including legal and professional expenses), costs and liabilities which the Licensor may at any time incur as a result of any and all breaches by the Licensee of the obligations specified herein or any provisions, conditions or warranties of this Agreement.

24.6 Neither party limits or restricts its liability for death or bodily injury to persons arising from its own negligence under this Agreement

25 Force Majeure

25.1 The party suffering the event of force majeure shall not be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of force majeure.

26 Waivers

26.1 A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.

26.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.

26.3 No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

27 Tracking: Users

27.1 All Users shall be tracked via a unique computer generated Visitor ID timestamp which shall be given to each Visitor to the Licensees website(s). Their timestamp ID shall be logged with the Licensees Licensee ID number so that the Licensor can track accurately which website they have come from and their activities i.e., log in /out, paying member etc.

27.2 No visitor contact data shall be disclosed to any third parties save where the visitor discloses such information of their own free will via the website(s) and services of the Licensee or the Licensor.

28 Data Security

28.1 The Licensee may not remove data under any circumstance. Should the Licensee require data to be copied this will be carried out by the Licensor who will provide the data in CSV format.

28.2 hould the Licensee attempt to remove data or to obtain data belonging to the Licensor, other Licensees, Franchisees of the Licensor or third parties without the express prior written permission of the Licensor, the Licensor will treat such an event as a specific breach of the Agreement and the Licensee shall be held legally accountable for any losses that may be incurred.

29 Predatory Advertising

29.1 The Licensor agrees not to use predatory advertising methods designed to generate traffic from sites they have not contracted with for the online promotion of their products, services and affiliate programmes.

29.2 The Licensee agrees not to use predatory advertising methods designed to generate traffic from sites they have not contracted with for the online promotion of their products, services and affiliate programmes.

29.3 Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's expressed, written permission. Examples include, but are not limited to, keyword parsing browser plugins such as TopText and Surf+, banner replacement technology such as Gator, and browser spawning technology that is not web site dependent. Participation in predatory advertising programs will be treated as a specific breach of the Terms and Conditions of this Agreement and as such will result in immediate termination of service.

30 Announcements

30.1 Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this Agreement or any other agreement referred to in this Agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this Agreement shall require the approval of each party.

32 Modifications

32.1 The Licensor may be required from time to time to modify any of the Terms and Conditions contained in this Agreement. If at any time this should be required, written notice will be provided to the Licensee. Licensees may be notified by email or other electronic means.

32.2 The Licensor may at the Licensees request be required to update, modify or make changes to Website(s) after they have been set live. In terms of modifications; for each such event after the Website has been set live, each modification will be outside of the initial fee structure and as such will be quoted for as a separate job. The Website will be previewed by the Licensee prior to being set live and any amendments should be made at this time.

32.3 The Licensee may desire additional works to website design, style or structure that are outside of the initial fee structure quoted for or chosen by the Licensee i.e. an upgrade to a standard site etc. In such event all additional works will be quoted for and shall only be implemented once payment for the works has been received as cleared funds into the Licensor’s bank account.

33 Remedies

33.1 The rights and remedies provided for by this Agreement are cumulative with and not exclusive of any rights or remedies provided by law.

33.2 Without prejudice to any other rights or remedies of the parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this agreement and that, accordingly, either party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this agreement by the other

34 Change of Control of the Licensee shall constitute an assignment of the Agreement and therefore the Licensor may terminate the Agreement

35 Entire agreement

35.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings or arrangements between the parties in connection with the subject mater hereof and all prior representations are hereby excluded. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this agreement save for any representation made fraudulently. No variation or waiver of any of the provisions shall be binding unless in writing and signed by a duly authorised director or employee of the Licensor and a partner or director of the Licensee, or the Licensee himself.

35.2 Nothing in this agreement shall seek to exclude any liability for fraudulent misrepresentation.

36 Applicable law

36.1 This Agreement and all rights and obligations of the parties hereto shall be governed and construed in accordance with the Laws of England and the parties hereto hereby submit to the exclusive jurisdiction of English courts.

37 Restrictions on Licensee

37.1 The Licensee agrees at all times during the continuance of this Agreement not to do or omit to do any act or thing which may in reasonable opinion of the Licensor bring the System or the Proprietary Marks into disrepute or which may in the reasonable opinion of the Licensor damage or conflict with the interest of the Business, including but not limited to disseminating malicious or false information concerning the Products, services, system, Marketing Manual, Proprietary Marks or Licensor.

37.2 The Licensee covenants during the term of this Agreement and for a period of twelve months after the expiration or termination for any reason of this Agreement that it will not within the Assigned Territory, whether itself or together with any other person, firm or company in any capacity whatsoever save as authorised hereunder, directly or indirectly;

37.2.1 be engaged, or interested, or concerned in the sale of Products or Services or any like products or services or in any business which are similar to or competitive or in conflict with the Business; And

37.2.2 Seek to sell or obtain orders in respect of Products or Services for any person, firm or company, or a licensee of the Licensor or represent itself as being anyway connected or interested in the System, the Proprietary Marks or the Licensor.

37.2.3 either on its own account or in connection with or on behalf of any other person, firm or company, solicit or entice away from the Licensor any person who is at the date of the termination employed by the Licensor or its other licensees, whether or not any such person would commit a breach of his contract of employment by reason of leaving such employment.

37.2.4 It is hereby expressly agreed between the Parties that each of the restrictions contained in the Agreement is reasonably necessary for the protection of the Licensor and its other Licensee and of the System and the Proprietary Marks and does not unreasonably interfere with the freedom of action of the Licensees who enters into this Agreement with the benefit of legal advice in full knowledge of all the provisions hereof and the Licensee acknowledges that all such provisions are fair and reasonable. In particular, the covenants in clause 8 are considered reasonable by the Parties, but in the event that any such restriction shall be found to be void this clause 8 shall be considered in accordance with clause 23.

38 Miscellaneous

38.1 This Agreement certifies that the Licensor and the Licensors software product meet the legal requirements of the United Kingdom. This Agreement will be governed by the laws of England, without reference to rules governing choice of laws. This Agreement may not be assigned by operation of law or otherwise, without prior written consent from the Licensor or its Official appointed representative in Law. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.
The Licensors failure to enforce strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

39 Independent Investigations

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT LICENSEE REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE (EXCEPTING AS SPECIFICALLY PROVIDED IN THIS AGREEMENT). YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

40 Renewal Charges

In respect of all automated or automatically renewed Membership subscriptions after the first payment by any User the Licensee shall pay Service Charge to the Licensor during the term of the Agreement at the following rates:

Monthly Revenue
(after refunds & credit card charges) Service Charge %age
Below £2,000 50%
£2,001 to £4,000 40%
£4,001 to £6,000 35%
£6,001 to £8,000 30%
£8,001 to £10,000 25%
£10,000+ 20%

41. Terms of Payment

The Licensor operates a financial month period of the first to the last day of the calendar month inclusive. Due to deferred settlement delay in receiving funds from the Credit Card Payment Service Provider, the Licensor will pay the Licensee within 45 days of the end of the month in which the Revenue is received from Users. The net payment to Licensees will be paid by cheque or BACS as agreed with the Licensee from time to time.

42 The Website

42.1 The Website(s) will use system software designed and written by the Licensor and include the Licensee’s own overlying design and branding being applied.

42.2 The function of the Licensor’s Software is to provide an online dating service to members of the public under the title, name, banner or branding of the Licensee and enable payments to be made for subscriptions online using the Licensors Payment Services Provider (PSP) and Merchant ID facility.

42.3 The Licensee will be granted access to the same secure admin areas as used by the Licensor to calculate payments and analyse statistics but not the head office control admin areas or Credit Card Payment Service Provider websites as they have confidential details of all of the Licensees of the Licensor.

43 The Licensee will be granted full access to the all statistics for the Licensee’s Website(s).

44 Website & Server Maintenance Services

45 It is the Licensor’s full responsibility to ensure that the Website/server is maintained and that daily backups of all the Licensee’s member data & financial data are undertaken to protect the data.

46 The Licensor accepts full responsibility for protecting the Licensee’s Website(s) against viruses and other malicious attacks via the use of anti-virus software and firewalls. In the event of malicious attack, the Licensor shall be responsible for taking all reasonable measures to fix and resume normal service as soon as possible. In the event of financial loss in such event where the loss is beyond the control of the Licensor then the Licensor shall have no liability for recompense, nor shall the Licensee have any liability to the users of the Licensees services. The Licensor will provide the administration of the Licensees Website(s) so that duties such as profile approval, refunds, editing member profiles and viewing of latest member statistics can all be done without the need for this to be done by the Licensee. Please note the Licensee will have access to their own admin areas to access the accurate, up to date figures and statistics.

47 The Licensor accepts responsibility for “policing” the members using the Licensee’s Website(s) and will take necessary action it deems fit to resolve member issues.


Setting up your new Online Dating Site...

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Quick Guide to setting up your new Online Dating Site...

1. Fill in the above form, with your contact details and choose a password.

2. Read and agree to the Terms and Conditions.

3. Fill in the details about your dating site on the next page.

4. Make your selections, about your site.

5. Choose a template design.

6. Point your domain name to our servers to set your new site live.

7. Begin your marketing to start sending traffic to your website.