Partner Services Agreement

This Partner Services Agreement (the "Agreement") represents a legally binding document between

1. Acceptance and Obligations

1.1. By registering and submitting your application to become a Partner you accept and agree to be bound by the terms of this Agreement.

1.2. By providing confirmation either via email or in writing of your acceptance as a Partner, Olé Media agrees to be bound by the Terms of this Agreement.

1.3. Once accepted as a Partner onto the Olé Media dating platform (the "Platform"), Olé Media will send the Partner information about their Partner Account and advise on the site creation of the initial Partner landing pages.

1.4. During the term of this Agreement, Olé Media shall;

1.4.1. host and provide back­up administration and customer support services for the Partner’s website backend hosted on the Platform.

1.4.2. pay the Partner a referral fee on net receipts of payments made to Olé Media by members in accordance with section 3.3 of this Agreement.

1.5. During the term of this Agreement, the Partner shall

1.5.1. host the Partner landing pages (unless it is agreed they shall be hosted by Ole Media).

1.5.2. actively promote the Partner website/s to drive traffic to the Platform.

1.5.3. use reasonable efforts to provide confidential feedback on site content and Platform operation for the purpose of improving the revenue effectiveness of the Partner sites operated on the Platform and the overall commercial effectiveness of the partnership.

2. Website Creation and Development Charges

2.1. The Partner is responsible for choosing their dating site name, acquiring the relevant website URL and designing their own branded dating site landing page. Olé Media will give reasonable advice and assistance to the Partner in this process.

2.2. The Partner can request to have their landing page designed by Olé Media, who will consider each request on merit. For Partners selected, any initial designs proposed will be strictly limited to two rounds of revisions only at no charge to the Partner. Should the Partner subsequently require additional revisions then the Partner will become responsible for any additional development charges incurred which in no case will be less than €1,000.00. These will be discussed and agreed with the Partner in advance of any development work taking place.

2.3. The Partner hereby agrees to pay all additional development costs within 5 calendar days after receipt of an invoice from Olé Media following the completion of such additional development services, or when a website landing page designed by Olé Media at no cost to the Partner is not subsequently set live after the development costs have been incurred by Olé Media.

3. Referral Fees and Partner Payments

3.1. Olé Media together with it’s payment service partners are responsible for processing member payments, renewals, re­bills, cancellations and refunds. Olé Media reserves the right to reject any payment that does not comply with its operating policies and rules and/or the operating policies and rules of Olé Media’s payment services providers.

3.2. Olé Media will pay the Partner the agreed referral fee revenue share on net payments received from members who originated via correctly tagged site traffic sent from the Partner domains / websites pointing to the Platform for the duration of the Agreement based upon the agreed payment terms therein.

3.3. Net payments means gross sales receipts less VAT or any other value­added sales taxes or similar duties, credit card and other merchant charges, any currency conversion costs to the Partners chosen currency, chargebacks and fines, refunds, fraud or any reimbursements for costs of collection. For the net payments amount to be payable, the actual revenue has to have been received by Olé Media and until this revenue has been received there is no obligation by Olé Media to pay the Partner.

3.4. The standard referral fee commission rate payable to the Partner is 50% with 50% being retained by Olé Media, unless otherwise agreed between the parties from time to time. Any amendments to the standard referral fee commission rate will be added to the Partner Administration Interface at the agreed revised percentage/s and agreed duration and the Partner will continue to be paid in the normal way.

3.5. Partner payments will be made by bank transfer and the Partner can choose the currency they want to be paid in (EUR, USD or GBP) through the Partner Administration Interface. The Partner is responsible for ensuring the correct bank account details are submitted and kept up to date in their Partner account section within the Partner Administration Interface (as defined in Clause 4.1) . Olé Media is not responsible for any payment collection issues due to incomplete or inaccurate payment details being submitted by the Partner. In the event that Olé Media cannot make a payment, if after two months since the first payment attempt was made the Partner fails to update the correct payment details they will forfeit their rights to this payment.

3.6. Olé Media will issue the Partner on the 18th of each month a self­billing invoice (which the Partner has agreed to in the Self Billing Agreement). Payments are then made 45 days in arrears due to payment system providers security procedures. Payment will be made each month on 18th of the month for the preceding payment period. For example, you would receive payment on 18th of March for member payments for the month of January.

3.7. For VAT registered Partners: All VAT registered Partners must confirm their VAT number within the Partner Administration Interface and supply a copy of their VAT Certificate (or local equivalent) before any payments can be made. All Partner commissions are payable inclusive of VAT. VAT is calculated and shown on the Self Billing Invoice which is paid (including VAT) to the Partner by Olé Media. The Partner, not Olé Media, is solely responsible for paying the VAT to the appropriate tax authority at the rate and manner deemed by law.

3.8. For a Partner payment to be issued, a minimum earning threshold amount must be generated during that month. This is currently set at 150 EUR, USD or 100 GBP. If the minimum earning threshold is not met during a particular month, then the balance will carry over to the next monthly payment period for a maximum of twelve months until the minimum earning threshold is reached and the payout triggered.

4. Partner Website Policies

4.1. Olé Media will provide a Partner Administration Interface to allow the Partner to set up, control, manage, report and administer their websites hosted on the Platform. Partners are able to access this secure area by logging in with the designated administrator username and password. Guidelines for administration are provided within the system. If these guidelines are not followed, Olé Media reserves the right to remove administrative rights and/or to terminate the site(s).

4.2. The subscription prices charged to members to gain access to the Services will be determined at the sole discretion of Olé Media in accordance with its then current pricing policies, with a view to optimising conversions, retention and revenue yield for the Partner. At no time shall the Partner offer, promote, market or advertise any discount, offer or similar concerning the subscription prices charged to fully access the service, unless these have been previously agreed in writing (including email) with Olé Media.

4.3. As a Partner you may become a member and use the service in a personal capacity. As a Partner you do not gain or have access to any membership privileges beyond those which any site member has, be they a free or a paid member. Your profile and site membership will be subject to the same general Terms and Conditions as any other registered member and you hereby agree to adhere to those same Terms.

4.4. The Partner acknowledges and agrees that all contracts and commercial terms with all Partners are strictly private and confidential. The Partner agrees not to discuss or compare their commercial terms with any other party. Likewise, Olé Media will not comment on, discuss or disclose any specific details or agreements with other Partner(s).

4.5. The Partner agrees to receive promotional information from Olé Media regarding the Partner Services Program. If the Partner no longer wishes to receive promotional emails they can contact the customer services team who will unsubscribe them.

4.6. Members referred via the Partner’s website will receive regular email communication from Olé Media as part of the operation of the Platform. These emails include but are not limited to, provision of login details upon registration, service related emails, member newsletters, promotional emails and offers in order to optimise conversion, retention and member engagement. Members can individually opt out of these emails at any time. The Partner agrees that Olé Media has the right to use the Partner’s domain names and branding delegated to Olé Media when sending emails to any members.

4.7. Olé Media shall be responsible for undertaking and providing customer support services and moderation for all members who register via the Partner website on to the Olé Media dating network. Olé Media at its sole discretion reserves the right to remove, suspend or delete any member whom it believes to be detrimental to the effectiveness and performance of the Platform. This includes but is not limited to, members posting false or misleading information, inappropriate or illegal content, members who are abusive or threatening to other site members, scammers, spammers, members attempting to use the site for commercial gain, members trying to contact other members without paying for a subscription and members seeking to lure other members to other websites.

4.8. The Partner agrees that Olé Media shall have the right when its customer support staff are communicating with members to identify itself as a representative of the Partner.

5. Partner Website Branding, Marketing, Liability and Fair Practice

5.1. The Partner shall be solely responsible for choosing and protecting any brand name and URL applied to their websites and has sole connected liability therein.

5.2. The Partner’s domain name, website name and content must not be considered offensive, demeaning or inflammatory. Any Partner sites found to be in breach may be deleted without notice.

5.3. The Partner warrants that the branding and materials used by it on their websites are either in the public domain, owned by, or properly licensed to the Partner and their use by the Partner (or Olé Media on the Platform) does not infringe the proprietary rights or trademarks of any third party. The Partner agrees to provide proof of licensing or permission to use such branding and materials to Olé Media upon request.

5.4. The Partner hereby acknowledges and agrees that they shall not utilise any brand or trade name, mark, sign, logo or URL that is identical or confusingly similar to that being used by another Partner to market or promote their website on the Olé Media Platform.

5.5. The Partner acknowledges and agrees that should any third party infringement complaint be received, Olé Media reserves the right to suspend, remove or amend the offending Partners website from the Platform until such time as the dispute has been resolved between the Partner and the complainant.

5.6. The Partner hereby agrees to fully indemnify and hold harmless Olé Media against all costs, damages, losses and expenses (including without limitation legal fees) incurred as a result of the inclusion of any Partner branding or materials on the Partner website in breach or alleged breach of any third parties proprietary rights.

5.7. Partners, their employees, associates, families and other connected parties, shall not seek to request, poach, bribe, entice, or in any other way encourage existing members of the Olé Media Platform to move or associate their membership to a referring site of a different Partner, dating site or dating network. Any Partner found to be using such unfair practices will be in breach of this policy will have their contract terminated immediately without notice and shall forfeit any right to any unpaid or future payments.

6. Unsolicited Email Policy

6.1. The sending or use of unsolicited email (spam) to promote links or traffic to a Partner’s website is strictly prohibited. Any Partner found to be in breach of this policy will have their contract terminated immediately without notice and shall forfeit any right to any unpaid or future payments.

6.2. For the purpose of this agreement, unsolicited email (spam) is defined as any commercial email sent to third parties where the Partner has no existing relationship with them, nor any user permissions to send email for the purpose of generating or promoting their website, business, service or similar for commercial gain. This especially applies, but is not limited to, bulk email or posting in online forums or similar, where commercial posts are prohibited.

6.3. The Partner agrees to fully indemnify and hold harmless Olé Media against any claim or demand that may be made by any third party, governmental or similar authority caused by the Partner’s breach of this clause.

7. Member Personal Information and Data Protection

7.1. All member profiles and the personal information and data relating to any member who registers via the Partner’s website onto the Platform shall be provided directly to and owned by Olé Media. Partners are entitled to a revenue share commission payment in respect of sales made from members sent via the Partner’s referring site.

7.2. To protect member privacy, no personally identifiable information (including identity) shall be provided to the Partner and the Partner is not permitted to make any copy of member information for any purposes at any time. However, Partners can access a comprehensive range of reports using anonymised member data in the Partner Administration Interface, enabling them to evaluate and optimise the performance of their website and campaigns.

7.3. Olé Media and its data processing partners shall use all reasonable endeavours to comply with their obligations and responsibilities under the Isle of Man Data Protection Act 2002.

8. Partner Information and Confidentiality

8.1. The Partner agrees that Olé Media shall acquire and utilise personal or corporate information from the Partner, in keeping with the terms of this Agreement for as long as may be required for legitimate purposes.

8.2. The Partner will be granted access to their own dedicated section within the Partner Administration Interface to set up and edit their Partner account information. It is the Partner’s sole responsibility to maintain the accuracy of this information and to protect the confidentiality of their account access details to prevent any unauthorised use.

8.3. For the duration of this Agreement and after its expiry or termination, each party agrees it shall keep confidential and secret all technical, operational, financial, commercial and promotional information, be it documented or oral.

8.4. Both parties agree not to disclose any confidential information to any third party, or use any confidential information disclosed to it by the other party for their own business purposes or for any other purpose except as expressly permitted under the terms of this Agreement.

8.5. The confidentiality assurances of this Agreement shall not apply to any information that is generally known or available in the public domain, or is required to be disclosed by law or legal process inside or outside of the European Economic Area.

9. Modifications to this Agreement

9.1. Olé Media reserves the right to modify any of the terms and conditions in this Agreement at any time and at its sole discretion. Modifications will be made in good faith and notice of any modifications will be posted to the ‘Site News’ section within the Partner Administration Interface or via email. Unless where modifications are required by law or regulation, if the Partner does not agree with the modification the Partner may terminate this Agreement by giving no less than 30 days written notice to Olé Media. Upon receipt Olé Media has 30 days to decide whether to accept the notice (and the Agreement will Terminate) or to withdraw the modification (and the Agreement shall continue). The Partner’s continued use of the Platform shall signify their acceptance of these modifications to this Agreement.

10. Term and Termination

10.1. The Terms of this Agreement shall commence when the Partners application is accepted by Olé Media and the Partner notified either via email or in writing of their acceptance onto the Olé Media Partner Service Program.

10.2. This Agreement shall then continue for an initial period of 12 months (the "Initial Term"), unless terminated earlier as permitted under this agreement. If not terminated then the Agreement will be automatically renewed on a rolling 12 month basis.

10.3. Either party may terminate the Agreement by giving not less than 3 months notice in writing to the other party, such notice to take effect no earlier than the end of the Initial Term.

10.4. Olé Media has the right to terminate this Agreement immediately and at any time by giving written notice (including email) to the Partner in any of the following circumstances;

10.4.1. If the Partner commits a material or persistent breach of any of the terms of this Agreement;

10.4.2. If the Partner is unable to pay their debts or is declared bankrupt or insolvent;

10.4.3. If the Partner is convicted or a criminal offence or act that in Olé Media’s reasonable opinion is likely to affect the goodwill and reputation of Olé Media.

10.5. If this agreement is terminated by Olé Media under clause 10.4, then the Partner shall forfeit any right to any unpaid or future payments.

10.6. If this agreement is terminated by either Olé Media or the Partner 'without cause' subject to clause 10.2, Olé Media shall continue to pay the Partner all payments and commissions due on the then current paying members for a further 6 months from the final termination date.

10.7. Notwithstanding the provisions of clause 10.6, if the Partner decides to terminate the Agreement and redirect their domain name away from the Olé Media Platform, then Olé Media reserves the right to withhold all outstanding payments for up to 6 months. This is to cover any chargebacks or refunds that Olé Media may receive due to the interruption of the service to paying members as a result of the domain/website being redirected elsewhere. Should resulting chargebacks amount to more than the amount Olé Media is holding in withheld payments, then Olé Media reserves the right to seek reimbursement for the difference, plus costs of recovery, from the Partner.

11. Continuation of Service

11.1. Upon termination or expiry of this Agreement, all access to the Platform via the Partner’s website will be terminated.

11.2. To adhere to its legal obligation to provide the service to members, Olé Media reserves the right to migrate members from websites where the domain name is no longer pointing to the Platform over to another website on the Platform and to inform members of this change.

12. Limitation of Liability

12.1. Olé Media will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Partner Services Program shall in no circumstances exceed the total referral fees paid or payable to you under this Agreement during the 12 month period preceding the date of incurring such damage or loss.

13. Warrantees and Indemnities

13.1. Olé Media makes no warranties, assurances or guarantees as to the level of revenue or profits which the Partner may receive as a result of promoting their website on the Platform.

13.2. Whilst Olé Media will use all reasonable endeavours to provide to the Partner the Platform and associated services in a professional manner, Olé Media makes no no warranties, assurances or guarantees that the operation of the referring site to the Platform will be uninterrupted or error­free, and Olé Media accepts no responsibility to the Partner for any loss of revenue as a result of its failure to provide the Platform or associated services properly or at all.

13.3. The Partner shall defend, indemnify and hold harmless Olé Media, its Partners, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, costs and expenses, including, but not limited to, reasonable attorneys fees, arising from:

13.3.1. the Partner’s breach of any warranty or representation contained in this Agreement

13.3.2. gross negligence or willful misconduct of the Partner

13.3.3. the Partner’s violation of any applicable law or regulation

13.3.4. the Partner’s infringement of any intellectual property, trademark or copyright

14. General

14.1. The Partner and Olé Media are independent contractors and nothing in this agreement is intended or implied that there is any form of joint venture, partnership, franchise, sales or employment relationship between the parties.

14.1. The Partner and Olé Media are independent contractors and nothing in this agreement is intended or implied that there is any form of joint venture, partnership, franchise, sales or employment relationship between the parties.

14.3. The Partner is solely responsible for any taxes due as a result of any partner payments and hereby agrees to pay in full such taxes owed to the relevant authorities in accordance with all applicable local and international law.

14.4. This Agreement is governed by and construed in accordance with the laws of the Isle of Man and no other laws. All disputes arising out of, or in connection with this Agreement, or breaches thereof, which cannot be settled between the parties, shall be exclusively settled by binding arbitration in the Isle of Man. The number of arbitrators will be one. The language used in the proceedings shall be English. Any award granted shall be final and there shall be no appeal. By signing this Agreement you hereby irrevocably consent to the resolution through arbitration and waive any objection you have now or in the future to its location and terms. You hereby agree to give up your right or authority to go to court to assert any dispute or claim.

14.5. This agreement represents the entire agreement between the parties and supersedes any previous understanding or agreement, whether written or oral.

14.6. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNER SERVICE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Registered Office: Olé Media Limited 20. Duke Street Douglas IM1 2AY Isle of Man

Contact: info@oledating.com