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Terms of Use Agreement

Reelston Invest Ltd - Affiliate marketing agreement

THIS AFFILIATE AGREEMENT is dated at the date when you agree to become an Affiliate Seller of our website services and sign up with our website. In order to obtain payment of any Affiliate commissions, you must also sign up with our Affiliate Tracking Partner affiliate2day.com

Parties

  1. Reelston Invest Ltd (The Company).

  2. The Affiliate Seller (whether as an individual or via a website, Social Media Marketeer, a company or other business name).

Background

  1. The Company operates various Websites to market its products and services to its users and customers. These are www.BeHappy2day.com, www.asiansingles2day.com, www.onewife.com and www.alltverladies.com

  2. The Affiliate operates their Affiliate Website or Marketing Service for the purpose of promoting its own products and services to users.

  3. The Company operates an affiliate sales program which is provided by its Affiliate Tracking Partner www.affiliate2day.com and the Affiliate wishes to become a member of the Company’s affiliate network according to these terms and conditions so that a user or referral of the Affiliate who clicks directly through from the Affiliate’s page link will land on the Company’s Landing Page.

  4. Once a Visitor or User joins or subscribes to the Company’s website then an automatic cookie tracking is used to pay Affiliate Commissions to the Affiliate. The Affiliate is paid in accordance with the Ts&Cs and payment methods of the Tracking Partner www.affiliate2day.com.

Agreed terms

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

Affiliate Program Manager: the person named in clause 6.

Affiliate Web Link Pages: the web pages of the Affiliate that provides a hyperlink directly to one or more Landing Pages or other pages of the www.BeHappy2day.com, www.asiansingles2day.com www.onewife.com or www.alltverladies.com Website.

Affiliate Website: The Affiliate's own website or promotion page and any future version or replacement of that page.

Landing Pages: the web page (including the Welcome Page) of the Company that will include branding or adverts of either www.BeHappy2day.com, www.asiansingles2day.com www.onewife.com or www.alltverladies.com and the Affiliate.

Commission Rate: in respect of each Transaction, the rates set out at clause 1 and subject to the Ts&Cs and Privacy Policy of the Affiliate Tracking Program located at https://www.affiliate2day.com/terms-of-use

Company Program Manager: the member of the Company's personnel who looks after the Company's Affiliate Program as notified by the Company to the Affiliate from time to time.

Company Trademark Guidelines: the written guidelines for use of the Company's Trademark, logo and branding from time to time which is set out in the Schedule.

Company User: a User or Visitor who has clicked through to the Company Website via the Affiliate Web Link Pages.

Company Website: the Company's websites at any time and from time to time, including all databases, software, domain names, infrastructure, products and services that the Company markets for use by individual users for its products and services. The Company Website includes all future versions and replacements of, and successors to, the site.

Effective Date: the date that the Affiliate signs-up to the program.

Net Revenue: in respect of each Transaction, the revenue received by the Company for that Transaction, exclusive of any sales taxes, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by the Company to any third party (other than the Affiliate) in relation to that Transaction.

Transaction: a purchase of any products or services offered for sale on the Company Website by a Company User or Visitor who has clicked through directly to the Company Website from the Affiliate Web Link Pages where that purchase is completed during a single browser session.

Welcome Page: the first Landing Page or advert or banner that a Company User or Visitor lands on when clicking through to the Company Website via the Affiliate promoted Web Link.

1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to writing or written includes faxes and e-mail.

1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Company's obligations

2.1 The Company shall operate and maintain its Website and Landing Pages.

2.2 The Company shall be permitted to use the Affiliate's logo for the purposes of clause 1 solely in accordance with any agreed joint swap links or redirection links.

2.3 The Company shall provide the Affiliate with one or more uniform resource locators (URLs) to link from the Affiliate Web Link to the Welcome Page or other Co-Branded Landing Page. A code or reference hyperlink text will be given to the Affiliate when they sign up for the program via www.affiliate2day.com this link shall be placed in the Affiliate’s webpage hyperlink details to ensure correct connection to the Company’s Affiliate Program with affiliate2day.com.

2.4 The Affiliate must ensure that the correct hyperlinks and reference numbers are in place to trace the appropriate introduction or referral. The Company shall not be responsible for any failure to use the correct hyperlink or reference numbers, whether the Affiliate makes any referrals or not. The Company shall not be liable for any fees or commissions that are not traced correctly through the Affiliate program due to bad links or wrongly entered hyperlink information.

2.5 The Company shall be responsible for developing, operating and maintaining the Company Website. The Company shall provide to Users or Visitors clicking through directly from the Affiliate Web Link, access to and use of the Company Website in accordance with Company's standards terms of use and other terms and conditions, policies and procedures from time to time.

2.6 A report can be seen by the Affiliate of any referrals, conversions or sales made via its links. This will be located in the Control Panel of the Affiliate’s account with www.affiliate2day.com. Payments will be made to the Affiliate in accordance with the procedure of affiliate2day.com. This will be for:

(a) occasions when a User or Visitor has clicked directly through to the Company Website from the Affiliate Web Link Page, banner or advert;

(b) Company Users who have registered on the Company Website after clicking directly through to it from the Affiliate Web Link Page, banner or advert;

(c) All transactions, together with a statement setting out the amounts due to Affiliate in respect of this agreement calculated in accordance with the terms of the Affiliate Program.

2.7 The Company may at any time or times without notice to Affiliate:

(a) change the name of Company Website;

(b) change the Company Trademark or branding Guidelines; and

(c) target the Company Website at potential customers in such additional country or countries as it chooses, provided it maintains that part of the Company Website is directed at the current areas where the Affiliate is domiciled.

2.8 This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties or other Affiliate Sellers. The Company makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party. However, the Company will generally follow and apply the compensation/ revenue plans terms laid out in the agreement with affiliate2day.com

3.Affiliate's obligations

3.1 The Affiliate shall use all reasonable commercial efforts to market and promote the Company Website and the products and services available for sale on it so as to generate the maximum number of Transactions.

3.2 The Affiliate undertakes promptly, and in any event within 14 days after the Effective Date, to submit to the Company Program Manager for approval by the Company before publication on the Affiliate Website:

(a) the initial version of its Landing Page; any change to its Landing Page since the most recent version provided to the Company; the template designs for the Affiliate Web Link Page, banner or advert; and any change to any of the template designs for, or to any of the Affiliate Web Link Page, banner or advert since the versions last submitted to the Company.

3.3 The Affiliate shall be responsible at their own cost for developing, operating and maintaining the Affiliate Website Pages, banner or advert and for all materials or information that appear on it. In particular, the Affiliate shall be responsible for:

(a) the proper functioning and maintenance of all hyperlinks to the Company Website; and

(b) compliance with the terms of the agreement with affiliate2day.com

3.4 The Affiliate shall not change the Company’s trademark or branding and will only use the materials or artwork supplied by The Company for its promotions.

3.5 The Affiliate shall provide the Company with:

(a) all co-operation in relation to this agreement; and

(b) all access to such information regarding the Affiliate’s strategies, promotions activities or adverts as may be required by the Company,

3.6 The Affiliate shall at all times while this agreement is in force have an Affiliate Program Manager to act as the communication link between the Company and the Affiliate. The Affiliate Program Manager shall have the authority to deal with all matters relating to this Affiliate Program and this Agreement. The Affiliate shall use their best endeavours to ensure as far as reasonably possible, the continuity of the Affiliate Program Manager. The Affiliate shall notify the Company within 3 days if there is a change of the Affiliate Program Manager.

3.7 The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in relation to the Company Users or Visitors, other Users or Visitors or anyone else. The Company declares and Affiliate agrees that it has not been appointed as an Agent and is not the Agent of the Company for any purpose. The Affiliate agrees that it shall not make any representation or commitment about the Company, the Company Website or any of the products or services available to be bought on the Company Website. The Affiliate agrees that there is no Joint Venture or Employment by The Company, and that at all times it will be responsible for the payment of its own taxes on any income or commissions earned.

3.8 The Affiliate agrees that they will not:

(a) directly or indirectly, disclose or cause to be disclosed without the prior written consent of the Company the terms of this Agreement or their relationship, payment systems, commissions, commercial activity, websites or any other information to anyone (other than to professional advisers, their spouse or partner who has undertaken to keep the matter confidential and to HMRC); or

(b) publish or cause to be made or published any false, misleading, derogatory or disparaging information about the Company or about any of the websites or services offered, whether directly or indirectly, by inference, comment or contribution in any press or media interview or medium or platform, or to publish any information regarding the Company websites, its business or services on any Social Media platform including chatrooms, forums, blogs, or review websites, or to encourage or incite any of the same to be done by any third party source.

3.9 The Affiliate shall comply with all applicable laws and regulations with respect to its website and activities under this agreement and to its business.

3.10 The Affiliate agrees that the Company can change its Affiliate Program or the rate of commission and referral fees at any time. Notice will be given to the Affiliate if that happens. The Affiliate also agrees that they agree to any changes in the terms and Conditions of affiliate2day.com and the Affiliate Seller agrees that the Company may terminate its Affiliate Agreement at any time and for any reason.

4. Charges and payments

4.1 The Company will pay the Affiliate at the Commission Rates in respect of Net Revenue for each Transaction in accordance with the following tables:

4.2 Program 1

Commission Type: Pay Per Sale, 25% of every order placed by your clients.
Commission Type: Welcome Bonus $25.00 US for when the Affiliate signs up on the Pay Per Sale (“PPS”) program.
Payout Requirements: $40.00 US - minimum balance required for payout. Payout Duration: All payments are made once per month, for the previous month.

OR

Program 2

Country Commission Rate
the USA, Canada, the UK, Australia, New Zealand $150-300 per First Order
Germany, Belgium, Austria, Switzerland, Norway, Sweden, Iceland, Ireland, Republic of South Africa, Japan, Finland, the Netherlands, Monaco, Denmark, Italy, Luxembourg, France, Spain, China $100-175 per First Order
Greece, Chile, Poland, Estonia, Portugal, Brazil, Hong Kong, Mexico, Saudi Arabia, Croatia, Ecuador, Argentina, Uruguay, Sri Lanka, Thailand, Malaysia, Singapore, Indonesia, Brunei Darussalam, Philippines, Taiwan, South Korea, United Arab Emirates, Jordan, Turkey, Kuwait, Oman, Qatar, Bahrain $50 per First Order
Other countries (apart from the mentioned ones, excluding the list of unreliable countries) $25 per First Order
Payout Requirements: $40.00 US - minimum balance required for payout. Payout Duration: All payments are made once per month, for the previous month

OR

Program 3

$8 USD Per Lead $7 USD Per Lead $6 USD Per Lead $4 USD Per Lead $2 USD Per Lead
the USA, Canada, the UK, Australia, New Zealand Germany, Belgium, Austria, Switzerland, Norway, Sweden, Iceland, Ireland, Republic of South Africa, Japan Finland, the Netherlands, Monaco, Denmark, Italy, Luxembourg, France, Spain Greece, Chile, Portugal, Brazil, China, Hong Kong, Mexico, Saudi Arabia, Croatia Guatemala, Ecuador, Honduras, Nicaragua, Costa Rica, Panama, Dominican Republic, Puerto Rico, Columbia, Argentina, Uruguay, India, Sri Lanka, Thailand, Malaysia, Singapore, Indonesia, Brunei Darussalam, Philippines, Taiwan, South Korea, United Arab Emirates, Jordan, Turkey, Kuwait, Oman, Qatar, Bahrain
CONDITIONS: Please note that the quality of your traffic will be estimated by the conversion ratio of your leads to sales, which should not slip below 2% per month. Therefore, to qualify for a payout an affiliate needs to reach 2% of sales conversion. In other words, every 50 leads should be supported by at least one client’s purchase PAYOUT REQUIREMENTS: $40.00 USD minimum balance is required for payout. PAYOUT DURATION: All Payments are made once per month, for the previous month.

Further details can be seen by visiting www.affiliate2day.com and reading their Terms & Conditions and Revenues Section/ Plans. The Affiliate may choose which plan they prefer to use.

4.3 Commission is payable only on a receipts paid not an accruals basis. If the Company receives no revenue on any Transaction, then no commission is payable.

4.4 Any commissions that are pending over 365 days, will expire and cannot be paid out after that 365 days after their accrual.

4.5 If a User led to the Company by an Affiliate makes a chargeback or refund request via their Payment Provider, then any earned commission shall be declined by The Company. If any Commission has already been paid out and a refund or chargeback takes place, The Company may request a refund of the Commission on that sale from the Affiliate.

4.6 The Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement and the Terms and Conditions of the Affiliate Program Provider www.affiliate2day.com.

4.7 The Affiliate shall notify the Company and its Affiliate Program Provider of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this Agreement.

5. Proprietary rights

The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company Website and all the Company's products and services. Except as expressly stated herein, this Agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.

6. Confidentiality

6.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.

6.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause ; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6.5 This clause shall survive termination of this agreement, however arising.

7.Indemnity

Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the beneficiary of the indemnity arising out of or in connection with the indemnifier's website (being the Company Website or the Affiliate's website as the case may be) or the marketing or sale of products or services on that website, provided that:

(a)the indemnifier is given prompt notice of any such claim;

(b)the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary's expense; and

(c)the indemnifier is given sole authority to defend or settle the claim.

8. Limitation of liability

8.1 This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:

(a)arising under or in connection with this agreement; and

(b)in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

8.2 Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

8.3 Nothing in this agreement excludes the liability of the Company:

(a) for death or personal injury caused by the Company's negligence; or for fraud or fraudulent misrepresentation.

8.4 Subject to clause 3:

(a) the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

(b) the Company's total aggregate liability in contract (including in respect of the indemnity in clause ), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to $500.

9. Duration and termination

9.1 This agreement shall commence on the Effective Date and shall continue for the period of time that the Affiliate is an active Affiliate of The Company, unless otherwise terminated as provided in this clause 9. After 12 months, this Agreement shall automatically renew for yearly periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.

9.2 The Company may terminate this Agreement or its Affiliate Program Terms on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing program. The Company will aim to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without any liability to the Affiliate.

9.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts, or closes its business operation or website;

10. Consequences of termination

On termination of this agreement for any reason:

(a)all licences and benefits granted under this agreement shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and

(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

11. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.

12. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13. Severance & Enforcement

13.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

14. Entire agreement

14.1This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, verbal undertakings, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

14.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

15. Assignment and other dealings

15.1 The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Company.

16. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Third party rights

A person who is not a party to this agreement shall not have any rights under this Agreement.

18. Notices

18.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by fax to its main fax number.

19. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the Russian Federation.

20. Jurisdiction

Each party irrevocably agrees that the courts of the Russian Federation shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).