Villkor&Avtal

 

1. INTRODUCTION

1.1. These terms and conditions are the main document regulating relations between Tyche Technologies AG (hereinafter referred to as Dating Factory) and you (hereinafter referred to as Partner/Affiliate) unless otherwise stated in other agreements between the parties. By submitting the application to be a Partner or affiliate of Dating Factory you agree to be bound by these terms and conditions.

2. DEFINITIONS

  • Administration Interface is the tool by which Partner shall be able to create and partially edit its own web-sites on the Dating Factory platform, view reports on visitors and sales and obtain promotional material.
  • Affiliate is a Partner of Dating Factory who promotes other partner branded websites participating in the Dating Factory Network taking part in the Dating Factory affiliate network.
  • Affiliate campaign is a campaign set up by an affiliate using Dating Factory’s affiliate network to promote their own or other Partners` branded websites (participating in Dating Factory’s affiliate program).
  • Chargebacks are payments that have been contested by a card holder. When a credit/debit card holder contests a payment (legitimately or otherwise) the bank automatically deducts this amount as well as a chargeback fee from our account until the issue has been resolved.
  • Commission is the amount that is payable by Dating Factory to partners and affiliates, on net receipts, according to clause 4.
  • Confidential data means, but is not limited to, all information and trade secrets including all financial, marketing 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 parties hereto, and information in respect of which the parties are bound by any obligation restricting its use.
  • Delegation or Domain name server delegation: The process of using resource records to provide pointers from parent zones to child zones in a namespace hierarchy. This enables DNS servers in a parent zone to route queries to DNS servers in a child zone for names within their branch of the DNS namespace. Each delegation corresponds to at least one zone.
  • Lead is a registration confirmed by email and approved by the Dating Factory moderation team.
  • Member is an end user of Dating Factory’s services who registered and joined through the Partner web-sites or affiliate banners associated with the Partner account. All users, whether paid or free, are considered Members.
  • Moderation is the act of monitoring and editing or removing content provided by partners or members if this content does not meet with the policies and terms and conditions published by Dating Factory.
  • Net receipts means gross receipts less VAT or similar tax, credit card and other merchant charges, the cost of currency conversions, refunds, chargebacks, returns, uncollected items, fraud or any reimbursements for costs of collection.
  • Network / Dating Factory Network means the common portion of the system, shared by the Partner websites such as, among others the database, payment processing engine and emailing system. Also called the Dating Factory white label network.
  • Partner is a person or legal entity who registered on Dating Factory’s white label and affiliate network with the intention of running or promoting websites on the network. For the purposes of this agreement you will be considered as a Partner and may be referred to as such on occasions in this agreement.
  • Promotional tools are tools developed by Dating Factory which are provided to Partners and affiliates in order to facilitate promotion of their web-sites and affiliate campaigns.
  • Referrals are other Partners who join, create and promote on the Dating Factory network as a result of the marketing activity or direct introduction of Partner.
  • Refunds are deductions that occur when Dating Factory decides to reimburse a member due to fraudulent transactions or administration or system error such as a recurring payment going through after a member has cancelled his subscription.
  • Revenue share is the apportioned distribution of net receipts from sales between Dating Factory and Partner, according to clause 4.
  • Sale is payment made by a member on Dating Factory’s network. Sales can take the form of an:
    • Upgrade or initial payment is when a free member pays to use the full range of features of a Partner’s website and becomes a full or featured member.
    • Recurring payments are subsequent payments by member who has upgraded. Member subscriptions automatically renew after the period of time they subscribe for, until the member cancels their subscription to a website.
    • Renewal A renewal occurs when a member of a Partner’s website decides to upgrade their account again after having cancelled their subscription.
  • Term is the time or duration this agreement is in force as determined in clause 12.
  • Web-site or dating website is a website set up by Partner or by Dating Factory for the Partner that is hosted by Dating Factory including the database of member information and other information accessible on this website. It can be created either on sub-domain of one of Dating Factory domains or on the domain name belonging to Partner in which case the Partner agrees to delegate this domain to Dating Factory with Partners’ ownership remaining in place.

3. DATING FACTORY OBLIGATIONS

3.1. Once the Partner completed the registration form on Dating Factory or associated web-sites, Dating Factory will send the Partner information about their account and facilitate the process of the web-site creation considering the Partner needs and additional agreements between the parties, either verbal or in writing.

3.2. While this agreement remains in force Dating Factory shall host and provide administration services for Partners’ website and customer support services to the Partners’ websites members. Dating Factory shall share revenues with Partner on net receipts of payments made by members of Partners’ websites on the Dating Factory platform.

4. REVENUE SHARE AND PAYOUTS

4.1. Dating Factory will share the net receipts with Partner on sales made through Partner’s web-sites, affiliate campaigns, or advertising placed on Partner’s web-sites and in e-mails to Partner’s 
websites members on the Dating Factory platform, and pay commission on referral’s earnings during the term as per the following table as it is set out on Dating Factory web-site: http://datingfactory.com/revenues/commission-structure/

4.2. The commission rates can be changed from time to time by Dating Factory. Partners can be also subject to special bonus schemes that are set out on Dating Factory web-site: http://datingfactory.com/revenues/

4.3. Net receipts mean gross receipts less VAT, sales tax or other similar tax, credit card and other merchant charges, the cost of conversion to the Partner currency, refunds, chargebacks and fines, returns, uncollected items, fraud or any reimbursements for costs of collection. Charges can vary depending on the payment method chosen by the member.

4.4. Sums deductible from commission may be deducted from later payments. If deductions outstanding exceed commission payable the Partner shall pay the deduction upon demand.

4.5. Payments are made 30 days in arrears due to credit cards security procedures. Revenue share periods and commission periods run from the 1st of the month to 15th of the month and 16th of the month to end of the month. The first payment, if thresholds have been reached, will occur on the first working day 30 after days the end of the sales period in which the threshold has been reached.

4.6. Payments are made bimonthly on the first working day after 1st and 15th of every month.

4.7. A minimum payout threshold is in place for all payouts. In order for a payout to be issued, a set amount of earnings must be generated for the payout period in question. The minimum threshold on payouts is 100 GPB, USD, EUR or CHF, and 1000 for SEK. Partner can increase their minimum payout threshold in the administration interface to up to 1,000 units (10’000 for SEK)

4.8. If the threshold is not met in a particular pay out period the balance will carry over to the next payout period until the threshold is reached. Should no new payment or sales be made on Partner’s websites for a period of 3 months the account will be declared dormant and Partner shall forfeit any revenue share due that has not reached the threshold.

4.9. Partner can choose the currency they want to be paid in through the administration interface: bank transfers can be made in GBP, USD, EUR or CHF. Cost of the bank transfer will be for the beneficiaries’ account.

4.10. Partner shall provide accurate information for the payment to be made by Dating Factory. Dating Factory takes no responsibility for commission collection problems due to inaccurate details provided by Partner in the Wallet section of administration area.

5. WEB-SITES POLICIES. MEMBER INFORMATION AND PRIVACY.

5.1. Dating Factory will provide an interface through which Partner will be able to create dating websites free of charge.

5.2. If the Partner requires development services by Dating Factory, charges or minimum traffic requirements may apply. These shall be included into an addendum that should form the part of this agreement and be signed by both parties before development works can start.

5.3. Dating Factory will be responsible for regular email communication with all members i.e. provision of login details upon registration, promotional emails and offers in order to encourage membership upgrades. Partner agrees that Dating Factory has the right to use the domain names Partner delegated to Dating Factory when communicating with any members but it shall not thereby create any obligation or make any admission of liability on behalf of Partner.

5.4. At no time may Partner offer or advertise any discount, bonus, incentive, or similar in respect of the Dating Factory services or use their web-site (or the network) for getting free or discounted membership without having Dating Factory’s prior approval.

5.5. Dating Factory will carry out customer support services and moderation for the members who registered through Partner’s websites on the Dating Factory network. Dating Factory reserves the right and at its sole discretion, to delete and remove any members who it considers may be detrimental to the network. This includes but is not limited to scammers, members posting inappropriate or illegal content or profiles, members posting false or misleading information, members seeking to bypass or lure other members to competing websites or posting profiles or content for commercial gain whether legitimate or not.

5.6. All customer records and data relating to members registering via Partner dating site, as well as existing members of Partner dating site will be owned by Dating Factory.

5.7. In the collection and usage of user information, both parties will use all reasonable endeavors to comply with the Swiss Data Protection Act. 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 Dating Factory.

5.8. Partner will be provided with the facility to send newsletters to members of Partner websites. These newsletters should consist of the information relevant to the web-site audience, contain no offensive or illegal information and advertisement of direct competition or unrelated web-sites and should in no way contain SPAM. Dating Factory reserves the right to cancel any Partner newsletter if it doesn’t meet Dating Factory editorial guidelines and member Terms and Conditions and Privacy Policy.

5.9. The subscription prices for the Partner’s web-sites on the Dating Factory network will be determined at the sole discretion of Dating Factory according to its then current pricing policies and may be modified from time to time to maximize conversion and retention rates. Partner will be able to choose the pricing model in the administration Interface, according to their market, from the options available during web-site creation or editing process.

5.10. Dating Factory will be responsible for processing member payments and for renewals, cancellations, and refunds. Dating Factory may reject any payment that does not comply with its rules, operating procedures and/or policies, or the rules and policies of Dating Factory payment services providers.

5.11. Partner may become member of their web-site and use Dating Factory services in accordance with general membership rules.

5.12. Partner website will display a “Powered by Dating Factory” link on the footer of the site.

5.13. Partner may not add services to their web-site that would confuse the customer into thinking that payments to Dating Factory would include the services offered by the Partner (or any other third party), or that these services are provided by Dating Factory.

5.14. Dating Factory reserves the right to change the content on Partner’s web-site. Should Dating Factory receive any complaints or navigation problems Dating Factory is continuously updating and improving the sites and may at any time change, add or remove features and content at its sole discretion.

6. WEB-SITES ADVERTISING

6.1. Dating Factory reserves the right to use designated advertising space within the Dating Factory system as and when required for its own use. Partner will be paid revenue share on advertising as it is set out in clause 4.1 from all income generating advertising placed on their website.

6.2. Partner may elect, instead of receiving revenue share on advertising placed by Dating Factory, to use half the designated advertising spaces on their web-sites for placing their own advertisements. Partner and Dating Factory advertisements will be rotated on a 50/50 basis. Advertisements placed by Partner must be approved by Dating Factory and no advertising for illegal substances, tobacco, gambling, hate sites, competing websites or any sites or products which Dating Factory deems to be inappropriate or illegal will be allowed.

7. CONTACTS WITHIN DATING FACTORY NETWORK

7.1. Dating Factory does not disclose Partner personal information to its Partners. In case Partner thinks that they have a legitimate reason for contacting another Partner, the Partner should inform Dating Factory.

7.2. Dating Factory will provide Partner an email facility within the administration interface contact their referrers and referrals in order to exchange experiences and help each other improve marketing for their Dating Factory web-sites. Dating Factory reserves the right to cancel any emails if they don’t meet Dating Factory editorial guidelines and Terms and Conditions.

8. PARTNER INFORMATION, PRIVACY AND CONFIDENTIALITY

8.1. Partner agrees that Dating Factory shall obtain and use Partner personal or corporate information in accordance with this agreement for as long as it may be required for legitimate purposes.

8.2. Other parties may only obtain this information if they have legitimate reason for doing so and Dating Factory is obliged by law to disclose such information whether inside or outside the European Economic Area.

8.3. Partner will have access to its own administration area on the Dating Factory platform and will be able to change its account details. It is Partner’s responsibility to maintain secrecy and control of his access credentials so that others cannot gain access to, or change, the account information

8.4. The parties hereto shall not disclose any confidential data and this confidential data shall remain strictly confidential and secret and shall not be used, directly or indirectly, by the either party for their own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the general public or if it is required by law or legal process.

8.5. During the marketing of Partner’s services to Dating Factory’s other Partners and affiliates, Partner may obtain their contact and financial information. This information will be considered confidential and Partner will not disclose any of the information to any third party.

9. MARKETING AND PROMOTION. SPAM POLICIES

9.1. Partner cannot copy text from their web-site to use on any other website or a site provided by another company.

9.2. Partner may not create fake profiles within their web-site. Fake profiles include but are not restricted to profiles that contain pictures and/or information that does not relate to the person that created the profile and profiles that are created for marketing purposes i.e. contacting non-full site members with a message to generate an upgrade.

9.3. Sending unsolicited news groups/web sites and e-mail addresses with unsolicited e-mails is considered to be SPAM and is prohibited within Dating Factory network. Use of SPAM to promote the Partner links to the web-site or traffic to a web-site will be grounds for immediate termination for cause without previous notice and the Partner shall forfeit any right to unpaid commission.

9.4. Domain name, web-site name and content must not be considered offensive. Partner shall not include words and titles that could be considered offensive, demeaning or inflammatory. Offending sites may be deleted without any notice.

9.5. Partner may include links to other sites within their web-site, but shall not include links to direct competition web-sites on the front page. All the links considered inappropriate will be removed from the Partner web-site by Dating Factory moderation team.

9.6. Partner may not include personal details on the pages of their web-site without prior agreement with Dating Factory.

9.7. The inclusion of, and references to any illegal and/or immoral activities is strictly forbidden on the Partner web-sites. Dating Factory reserves the right to disclose information regarding providers of such content to the relevant authorities.

9.8. All web-site graphics and templates, promotional materials that are provided to the Partner by Dating Factory shall remain the sole intellectual property of Dating Factory and as such, may not be used externally on any document without express written permission from Dating Factory.

9.9. Partner agrees to fund and manage all marketing activities to promote your web-site or other web-sites on Dating Factory platform.

10. COPYRIGHT AND TRADEMARKS

10.1. Partner agrees that the copyright in any material commissioned by Partner for inclusion in its web-sites shall if created by Dating Factory belong to Dating Factory and if supplied or created by Partner be licensed to Dating Factory for the term of this agreement.

10.2. All web-site graphics and templates, promotional materials that are provided to Partner by Dating Factory shall remain the sole intellectual property of Dating Factory and as such, may not be used externally on any document without express written permission from Dating Factory. In the event Partner modifies his websites or supplies content for the modification of his websites, Partner warrants that any content, images or material provided by Partner don’t infringe any copyright and are not copied from any other website or publication. Partner agrees to provide proof of licensing or permission to use such material to Dating Factory upon request.

10.3. Partner web-sites including the domain name or sub-domain must not infringe on any trademarks. Offending sites will be deleted from the system without any notice.

11. ADDITIONAL AFFILIATE NETWORK POLICIES

11.1. Full leads and sales statistics is available for all affiliate campaigns. Statistics for the affiliate program are updated once every 24 hours.

11.2. This is the full list of the countries the traffic from which can be accepted from for the Dating Factory affiliate network:
Andorra, Australia, Austria, Belgium, Canada, Czech Republic, Egypt, Germany, Greece, Denmark, Finland, France, Gibraltar, Iceland, Ireland, Italy, Japan, Liechtenstein, Luxemburg, Monaco, Netherlands, New Zealand, Norway, Poland, Portugal, Saudi Arabia, Spain, San Marino, South Africa, Switzerland, Sweden, Turkey, United Arab Emirates, United Kingdom, United States of America.

11.3. Affiliate network commission rates are different from Partner commission rates. Affiliate conversion rate from confirmed registration to paid membership determines affiliate commission rate. Affiliate commission rates to be published on Dating Factory web-site: http://datingfactory.com/revenues/commission-structure/

12. TERM AND TERMINATION

12.1 This agreement is effective as soon as the application to the Dating Factory Network is approved. This agreement may be terminated by either party with 1 month written notice.

12.2. Dating Factory reserves the right to terminate this agreement immediately if:

12.3. If Dating Factory or Partner terminates this Partner agreement, Dating Factory reserves the right to holdback all outstanding payments for up to 1 year. If chargebacks amount to more than the amount Dating Factory is holding, Dating Factory reserves the right to seek these chargebacks from the Partner via necessary action.

12.4. Dating Factory may also apply a termination charge if there were any development works provided by Dating Factory and not paid for by the Partner or the targets agreed were not met by the Partner. Failure to cover this termination charge can result in legal action.

13. VARIATIONS

13.1. Dating Factory 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 with immediate effect. The Partner’s continued participation in the Dating Factory Network shall constitute the Partner’s binding acceptance of the change(s).

13.2. If the Partner uses their own domain name and their domain name is redirected away from the Dating Factory system, Dating Factory reserves the right to hold back all outstanding payments for up to 1 year. This is to cover any chargebacks that Dating Factory may receive due to service interruption, following the domain moving away from its system. The Partner will lose all rights to recurring and renewal subscriptions. If chargebacks amount to more than the amount Dating Factory is holding, Dating Factory reserves the right to seek reimbursement for these chargebacks from the Partner via any necessary action.

13.3. Dating Factory reserves the right to move profiles from web-sites where the domain name is no longer pointing to the Dating Factory system over to another site on its system that is part of the same network and to inform members of this change.

14. GENERAL

14.1 Dating Factory offers no guarantee or assurance as to the level of revenue or profits, which the Partner will receive as a result of promoting the System and Services. Whilst it will use all reasonable endeavours to provide the Services in a professional fashion Dating Factory accepts no responsibility to Partner for any loss of revenue as a result of its failure to provide the Services properly or at all.

14.2. This agreement shall be governed by and construed in accordance with the material laws of Switzerland.All disputes controversies or differences arising out of or relating to this agreement, or breaches thereof, which cannot be settled by the parties, shall be resolved, to the exclusion of the ordinary courts by a one person Arbitral Tribunal in accordance with the International Arbitration Rules of the Swiss Chamber of Commerce. The Seat of the arbitral Tribunal shall be Zug. The language of the procedure shall be English.

14.3. Partner and Dating Factory are independent parties and nothing in this agreement shall create any form of Partnership, joint venture, franchise, sales representative or employment relationship between the parties. Partner is solely responsible for any taxes due as a result of any revenues paid out to Partner by Dating Factory. Partner will have no authority to make or accept any offers or representations on Dating Factory’s behalf.

14.4. Partner shall defend, indemnify and hold harmless Dating Factory, and its directors, employees or other Partners against any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that:

14.4.1. it is based upon a breach of Partner’s representations, warranties or obligations hereunder;

14.4.2. it arises out of the gross negligence or willful misconduct of Partner

14.4.3. it is based upon Partner’s violation of any applicable law or regulation in providing products or services hereunder.

14.4.4 it arises out of Partner’s infringement in any trademarks or copyright.

14.5. Partner shall contact Dating Factory using the contact details provided in Partner administration interface or using the contact information below:

Dating Factory
Tyche Technologies AG
Bahnhofstrasse 16
CH-6300 Zug
Switzerland
Phone: +41 445 802 054
Email: partners@datingfactory.com

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