Click to Use our Free Dating Software / Dating Script  

DateApp Dating Software / Dating Script Affiliate Network Agreement

1.     Enrollment in the DateApp Dating Software / Dating Script Network

To begin the DateApp Dating Software / Dating Script process, you will submit a completed Affiliate Network Application via our web site. Your application will be evaluated and you will be notified whether or not you have been accepted at the email address you provide. Your application may be rejected on the basis that it does not reflect our business principles. WE RESERVE THE RIGHT TO REJECT YOUR SITE FOR ANY REASON OR NO REASON.

Your application will be rejected for reasons such as if your sponsoring site(s):

·          Promotes violence;

·          Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

·          Promoting fraudulent, unlawful, misleading, or unfair business practices;

·          Contains images or content that is in any way unlawful, harmful, threatening, defamatory, obscene;

·          Promotes illegal activities or considered obscene or harmful to minors or not in compliance with applicable laws;

·          Violates intellectual property rights;

·          Services incorporating any materials which infringe or assist others to infringe on any copyright, trademarks, patents, or other intellectual property rights

·          Has sent unsolicited commercial e-mail within the past four years;

·          Intends on sending unsolicited commercial e-mail at any time during the term of this agreement;

·          Has explicit sexual content; or

·          For any other reason deemed to be reasonable by us.

2. Affiliate / Partner Service

As an affiliate site, you may receive all, some, but not limitied to the following partner tools:

·           Banner advertisements (specific and generic);

·           Button links and/or text links to our site;

·           Site building tools;

·           Site templates;

These "Link" or "Links" may contain DateApp's or its entities' logos and/or identifying words. Use of these Link(s) is (are) subject to the terms and conditions hereof. As an Affiliate Sites, you shall display Links throughout your site as you see fit. If you are running your own dating site, you may modify areas in which we give you direct control of. You may not alter, modify or expand the Link(s) in any way; provided, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site may not alter the look, feel or functionality of our site that are outside the parameters that we allow site modifications. We may monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However, we reserve the right to approve and to prohibit all Links.

3. Partner Service Hosting

DateApp will host the Partner Service. Partner will maintain a link, links, or direct their DNS from the Partner Site to the Partner Service.

4. Payment & Billings

IE Commission Payments

PAID OUT WEEKLY

Commission is paid six weeks from the end of the month to take into account refunds and charge backs.

We will process orders placed by customers who follow the Links from your site to our site(s). We reserve the right to reject orders that do not comply with certain requirements that we have periodically, or may in the future establish. We will be solely responsible for all aspects of order processing and fulfillment, including, but not limited to, order entry, payment processing, shipping, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

5. Commission Tracking / Payment Entitlement

In order for a commission to be paid, the customer who you referred to our site or into the DateApp Dating Software / Dating Script Network will be tracked by our internal tracking system from the time of the Link is activated until the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system. Only free trials, for which we have received a valid application, and reports that are provided by us (to users of your site) through Links to our site or into our network will qualify for a commission. For a trial or purchase to generate a commission, the customer must follow the Link from your site to our site or network, and completely sign up for a free trial or membership through our online ordering system.

For purposes of illustration only (Banner Affiliate Program): (i) if a visitor comes to our site once from a link from Site A, but does not sign up for a free trial or membership and then later returns to our site from a link from Site B, where they then sign up for a free trial or membership - all commissions will be paid to Site B; (ii) if a visitor comes to our site from Site A, but does not sign up for a free trial or membership and later returns directly to our site to sign up for a free trial or membership no commission will be paid.

For purposes of illustration only (Partner Program): (i) if a visitor enters their data into a dating site that you have developed through our partner program once from directing your DNS from your URL A, but does not sign up for a free trial or membership and then later visits another dating site that was developed through our partner program from directing their DNS from their URL B, where they then sign up for a free trial or membership - all commissions will be paid to Site B.

5. Commission Deductions

We only deduct commission from your account if we need to process a refund (a member has paid twice) or a member has issued a chargeback (claimed a fraudulent transaction). In the latter case we will try and reverse the chargeback, which we win about one in ten, attempts. Our chargeback rate is less than 1% so you will not see your hard earned commission reduced dramatically from month to month.

6. Payment Threshold

Payments, if any, will be sent to the individual and address you name on the Affiliate Network Application, on a monthly basis until such time as this agreement has ended. Payments will not be made until such time as you have accrued at least $100 worth of commission. Payments may be less any taxes required to be withheld under applicable law. Records kept by DateApp Dating Software / Dating Script or third parties administering this program on behalf of DateApp Dating Software / Dating Script will be the sole determination of payments due under this program, which numbers are final and may not be disputed. All personal member information is kept in the strictest confidence and will not be included in the Partner’s affiliate reports.

7. Reports of Sales

You will have the opportunity to review your sales. You will be given a password and have the ability to enter a password protected site to receive your sales statistics on an approximate daily basis.

8. Ownership of Customer / Digital Rights to Customer Data

Customers who buy membership through the Affiliate Network or post their profile information on our networks will be deemed to be customers of DateApp Dating Software / Dating Script and its entities. Accordingly, all Dating Software / Dating Script's rules, policies, terms, and operating procedures concerning all aspects of the customer relationship including, but not limited to, customer orders, customer service, and sales will apply to those customers. As a member our DateApp Dating Software / Dating Script affiliate / partner network, you automatically grant, and you represent and warrant that you have the right to grant, to DateApp Dating Software / Dating Script, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display, and distribute such information, rights of publicity, and content and to prepare derivative works of, or incorporate into other works and other media, such information and content, and to grant and authorize sublicenses of the foregoing. DateApp Dating Software / Dating Script reserves the right and may become involved with or merge with, the right to use and/or sell any information acquired over the course of your term under this agreement.

9. Non-Exclusive Limited License and Use of DateApp Logos, Trademarks, or network services

We grant you a non-exclusive, non-transferable, revocable license to (i) access our site or network through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "DateApp Dating Software / Dating Script Marks, solely for the purpose of selling membership, and acquiring member information on your site. You may not alter, modify or change the DateApp Dating Software / Dating Script Marks or functionality of our Network outside of the parameters granted to you on our partner portal in any way. You are only entitled to use the DateApp Dating Software / Dating Script Marks to the extent you are an Affiliate Member, in good standing. You shall not make any specific use of any DateApp Dating Software / Dating Script Marks for purposes other than advertising memberships to the particular DateApp Dating Software / Dating Script service(s). You agree not to use the DateApp Dating Software / Dating Script Marks in any manner that is disparaging or that otherwise portrays DateApp Dating Software / Dating Scriptor an affiliate site powered by our networks in a negative light. We reserve all of our rights in the DateApp Dating Software / Dating Script Marks, and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement and by that time you shall cease and desist all use of the DateApp Dating Software / Dating Script Marks.

10. Non-Exclusive Limited Licenses and Use of Affiliates Logos and Trademarks

Partner grants DateApp a worldwide, non-exclusive right to place the Partner Logo (including any marks included in the Partner Logo) on the Partner Service; including, without limitation, the right to make derivative works of the Partner Logo solely to the extent that the Partner Service may be considered such. Partner agrees to indemnify, defend and hold DateApp harmless from and against any liabilities arising from the provision of the Partner Logo to DateApp. DateApp grants Partner a worldwide, non-exclusive, non-transferable right to place the DateApp Logo and marketing material on the Partner Site solely for the purposes of linking to and marketing the Partner Service.

11. Anti-Spamming Policy

"DateApp Networks” defines spam as the following:

Internet spam is one or more unsolicited ¹ messages, sent or posted as part of a larger collection ² of messages, all having substantially identical content. ³

To understand the definition of Internet spam given here, it is critical to fully understand what does and what does not constitute an explicit overt solicitation to other parties for communication. An explicit overt solicitation for electronic communication does not come about in ways that are not deliberate or that are not immediately apparent and understandable to the party that will actually receive the subsequent electronic communication(s).

Intelligent people who do not have financial, political, or religious motivations to do otherwise have generally shown themselves to be fully able to understand what does and what does not constitute an explicit, overt solicitation, e.g. for participation in electronic communications. However many on the Internet who do have financial, political, or religious motivations to ignore both common sense and common courtesy have repeatedly attempted to stretch the definition of ``solicited'', often to, and past, the breaking point. For their benefit, and for the sake of general public clarity, we provide here a list of things that do not constitute solicitations for participation in bulk messaging:

·          A mere visit to a web site does not constitute a solicitation, by the visitor, for further communication from the party that owns or operates the web site.

·          Transmission of an electronic message, or even a set of electronic messages, either from one party to another, or from one party to a public discussion forum, such as a USENET newsgroup, a chat room, or an IRC channel, does not constitute a solicitation for the recipient (or any one of the recipients) to place the sender of that message on any list which will later be used for bulk messaging unless the obvious and clear intent of the original message is to request exactly such further messages, and unless reasonable precautions are taken to insure that the sender of the request is in fact the valid and authorized owner of the e-mail address, ICQ address, or other designator to which the subsequent bulk messages will be directed.

·          Placing, or causing to be placed, one's own e-mail address, ICQ identifier, or other unique electronic contact identifier in some public place, such as on a web page, a USENET newsgroup, a bulletin board system, or a public-accessible domain name registration record, never constitutes a solicitation to participate, as a receiver, in bulk messaging unless such publications (of contact information) is accompanied by an explicit and overt solicitation, from the owner of that contact address/identifier, to participate, as a receiver, in subsequent bulk messaging. Publication of contact information, by itself, is not a solicitation for bulk messages.

·          The mere existence of a public discussion forum, such as a USENET newsgroup, a chat room, an IRC channel, or a bulletin board system, does not, in and of itself, constitute a solicitation to any party to send a message, or multiple messages, to that public forum as part of a larger bulk messaging process or campaign unless the rightful current owner of that forum (or the maintainer of the charter or FAQ for the relevant forum, in the absence of any clear owner) has explicitly encouraged the transmission or posting of bulk messages to that forum.

·          A solicitation to participate in one particular type, category, or class of bulk messaging (such as a request to be added to one particular mailing list run by one particular party) does not constitute a solicitation to participate, as a receiver, in any other or additional types, categories, or classes of bulk messaging, either when initiated from the same sender, or from a different sender.

·          A solicitation to participate, as a receiver, in any given type, category or class of bulk messaging can never be made by one party on behalf of another party. Only the party that will participate, as a receiver, in the bulk messaging may create a valid solicitation for himself, or herself, to participate, and to receive such messages.

·          With respect to postmaster, abuse, security and other such role accounts that are designated, either by relevant Internet RFCs or by the owners or operators of a given server or network as accounts whose purpose includes the reception of communications relating to the operation and/or maintenance of the relevant server or network, message senders should be allowed the widest possible latitude with regards to the question of solicitation of communications. For electronic messages directed to such role accounts, a single packet of any kind send by, or from, the network or server hosting the role account in question (as long as it is not merely a response to some earlier packet) to some other party, server, or network, may be construed as a form of solicitation, by the sending server or network to the recipient person, server, or network (or to responsible administrators thereof) for further pertinent communication to any or all of the role accounts associated with the original sending server and/or network.

Although the clarification of solicited versus unsolicited provided here may seem to be entirely a matter of common sense to most readers, it is important to draw this distinction as clearly as possible so as to lay to rest the all too frequent claims, by spammers, that they have failed to adequately understand this simple distinction. Most of us on the Internet have already been victimized, repeatedly, by spammers who say things like ``You sent me an inquiry, so I added you to my mailing list'' or ``You have your e-mail address listed on your web site, so you must be open to communication from strangers'' or the ever-popular ``Somebody else, perhaps one of your relatives, must have signed you up to our mailing list.'' This footnote clarifies that unless it was the obvious and clear intent of the receiver himself (or herself) to participate, as a receiver, in bulk messaging (of a particular type, category or class) initiated by a given sender, then any messages sent from that sender to that receiver are, by definition, unsolicited. If any such messages are also components of a bulk messaging process or campaign, then the sender is a spammer and he/she/it is engaged in the act of spamming.

In this context, there is no defined lower bound below which a set of duplicative messages can be said to no longer include one or more ``spam'' messages. Within any set of two (2) or more messages having substantially identical content, any messages from that set that are unsolicited relative to the specific recipients that received them, do qualify as ``spam'' under the definition given here.

12. Spam Remedies

DateApp, Inc, at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline any affiliate without further notice or pay if it is determined that the affiliate was spamming or in violation of this provision or in violation of applicable law. You hereby represent, agree, and warrant that you shall only send commercial e-mail to those who opted-in and consented to receive such commercial e-mail and you further represent, agree, and warrant that as proof of the above you shall maintain, use, and update in real time an "E-Mail Database" that contains a full audit trail of all persons or entities who opted-in and consented to receive any commercial e-mail advertisements sent by you or at your request during the term of this agreement including, the date of the opt-in consent, the manner, date, time, location (URL if by web form), scope, and method of the opt-in consent, the e-mail address (and PII and/or Static IP address if obtained) that opted-in, and all the e-mails sent to such e-mail address, and requests to opt-out by such e-mail address along with the manner, date, time, location (URL if by web form), scope, and method of such opt-out. You hereby agree to act expeditiously to remedy any and all complaints of spam or unsolicited commercial e-mail, including but not limited to, opting-out such persons from receiving further e-mails from you. You further agree to fully and immediately respond to any and all requests or queries we make of you requesting information and/or written reports of data located in the E-Mail Database. In addition, you agree to make immediately available to us for inspection and querying, upon our demand of you during the term of this agreement and for five years after termination, the E-Mail Database in a usable and secure manner remotely or in person at our discretion. You also agree to preserve the integrity of the data in the E-Mail Database, to, amongst other things, provide evidence of opt-in consent of all e-mails sent during the term(s) of this agreement, and all such E-Mail Database data will be preserved (and not erased or destroyed) during the term of this agreement and for at least five years thereafter.

13. Publicity / Press Releases

Neither party shall make any press releases concerning this agreement without first obtaining written approval of the other Party.

14. Responsibility for Your Site

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We reserve the right to terminate this Agreement without pay and without notice in the event that we determine that an Affiliate Member is violating a third party's intellectual property rights. We reserve the right to cooperate in any investigation (including third party investigations by governmental entities) relating to activities involving your conduct or any violation of these Terms and Conditions, including disclosure of your account information to third parties in connection therewith.

15. Term; Termination

The initial term of this agreement (the ?Initial Term?) will begin on the Partner Launch date and will continue for a period of one year, and will thereafter automatically renew for successive one (1) year periods unless either party gives written notice to the other party that such renewal shall not occur, such notice to be given not less than ninety (90) days prior or the end of the Initial Term (or any renewal term). After the initial term, either party may terminate this agreement without cause on one 30-day (30) days written notice.  Upon termination, revenue tracking will be discontinued and all DateApp Dating Software / Dating Script marks and logos will be removed from the Partner Site.  If linked by DNS to a custom site hosted by DateApp Dating Software / Dating Script, DateApp Dating Software / Dating Script reserves the right to either post a link or redirect traffic to a showcase site that best fits the member base once supported. Final payment on Net Service Revenue prior to termination date will be made within sixty (60) days after the calendar quarter of such termination. Following termination, Sections 9, 10, 11, 12, 13, 14 and 15 will survive. Section 3 will survive with respect to payments earned prior to termination.

16. Termination Notification

Notice sent by email, to the address in our records, is considered sufficient notice to terminate this Agreement - whether or not you in fact read such e-mail. Upon such notice, you agree to promptly destroy or return to DateApp Dating Software / Dating Scriptall artwork pertaining to DateApp Dating Software / Dating Script in your possession or control. Furthermore, you must immediately remove from your site any or DateApp Dating Software / Dating Script Marks, links to the DateApp Dating Software / Dating Script, and all references to DateApp Dating Software / Dating Script and its respective sites.

17. Termination with Cause

Either party may terminate this Agreement  (a) upon written notice to the other party if such other party is in material breach of this Agreement and has failed to cure such breach within sixty (60) days of written notice thereof from the first party, or (b) immediately upon notice to the other party if the other party becomes insolvent or commences a voluntary case seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy law, or an involuntary case or other proceeding shall be commenced against such other party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy law and such involuntary case remains undismissed and unstayed for a period of 90 days. If this Agreement is terminated because you have violated the terms of this Agreement, while it shall not act as our exclusive remedy you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement. Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

18. Termination for Excessive Charge Backs

While this will not constitute our exclusive remedy - we will not pay any affiliates who have charge backs and credit backs of 5% or greater. Credit back is defined as customers who cancel their memberships and receive a credit. Chargeback is defined as a refund of payment for customers after the credit card has been processed.

19. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UREACH’ LIABILITY TO PARTNER EXCEED THE AMOUNT PAID  BY UREACH TO PARTNER IN THE LAST TWELVE (12) MONTHS. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE; THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

20. Disclaimers

DATEAPP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE CREATION AND HOSTING OF THE PARTNER SERVICE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DATEAPP DOES NOT WARRANT OR REPRESENT THAT THE PARTNER SERVICE WILL BE FREE FROM BUGS OR THAT THE USE OF SUCH WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PARTNER SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company web site, or arising from or in connection with the use of the Program Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company's services, content or Program Materials, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of HTML., regardless whether based upon breach of contract, negligence or any other claim or cause of action, In the event of any network downtime, computer or technical error we will not be held responsible for any lost hits, signups, traffic or income.

21. Representations and Warranties

You hereby represent and warrant to us that your services, advertising (including, but not limited to e-mail or the web) and your web site(s) and all materials, content, goods, communications, e-mail, and services offered through and in association with you or your web site do not and shall not at any time:

·           Violate any law, statute, ordinance or regulation or promote illegal activities;

·           Contain or promote obscene materials or child pornography;

·           Contain or promote materials that infringe on copyrights, patents, trademarks, or other intellectual property rights;

·           Contain any materials which depict persons in a manner to suggest that they are under the age of eighteen years;

·           Contain or promote harmful or indecent matter to minors;

·           Promote violence;

·           Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

·           Contain content which is defamatory, misleading, libelous, hateful or unlawfully threatening, abusive or harassing;

·           Involve advertising or marketing that is misleading or unlawful in any manner;

·           Involve unfair, fraudulent, or misleading business practices or unfair competition;

·           Include any of the Company's trademarks or service marks, or variations or misspellings thereof, in your domain names; or

·           Involve the sending of unsolicited commercial e-mail ("spam") or chat messages or instant messenger messages;

·           Involve any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature or features that constitute a trespass or unlawfully intrude on privacy.

You further represent and warrant to us:

·           That you full authority to enter into this Agreement and that you have reached the age of majority under the laws of the state or locality where you reside and/or do business;

·           That you entering and performing under this agreement shall neither violate nor constitute a default under (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you;

·           That you will provide accurate and complete information to Company concerning your identity, bank account, address or other required information and immediately update the Company as such information changes;

·           That all obligations owed to third parties with respect to the activities contemplated to be undertaken by you pursuant to this Agreement are or will be fully satisfied by you, so that the Company will not have any obligations with respect thereto;

·           That nothing on, in or associated with your web site violates any laws, regulations, rules or customs, including but not limited to violation of regulations set forth at 18 U.S.C. Section 2257 et seq., or violate or infringe any rights of any person or entity, including any intellectual property rights, including, without limitation any copyrights, patent rights, trademark rights, trade secret rights, or rights of publicity, or any person's or entities' privacy rights or any other personal or proprietary rights of any kind; and

·           That you will comply with all applicable federal, state and local laws in the performance of this agreement;

·           That you hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons.

22. Confidentiality

In the course of performing this Agreement, the parties hereto may disclose to each other information identified as confidential at the time of disclosure (“Confidential Information”), including information about their technology and businesses. The terms of this Agreement are Confidential Information of DateApp. All Confidential Information will remain the sole property of the disclosing party, and the receiving party will have no interest in or rights with respect thereto except as expressly set forth in this Agreement. Each party agrees to maintain all Confidential Information of the other party in confidence and further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such information. This restriction on disclosure will not apply with respect to any information which (a) becomes generally known or publicly available through no act or failure to act on the part of the receiving party; (b) is known by the receiving party at the time of receiving the information as evidenced by its records; or (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure. A party may disclose Confidential Information under court order if it (x) gives the disclosing party notice promptly after receiving the order, and (y) notifies the court of the confidential nature of the information. This Section 13 will survive any termination of the Agreement for a period of five (5) years.

23. Indemnification

You hereby agree to defend (or pay our fees ands costs of defense at our sole discretion), indemnify and hold us and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees (any or all of the foregoing hereinafter referred to as "losses") insofar as such losses, or actions in respect thereof, arise out of or are based on 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein including, but not limited to those representations and warranties found in Sections 13 and 21 above, 3) any misuse of our name or trademarks, 4) any claim related to your site or services, including, without limitation, any content therein, 5) any claim that your content infringes copyrights or any other intellectual property rights or that your site or services are engaged in unfair competition, 6), any claim arising out of your violation of the terms and conditions of this agreement, 7) any claim that you or your site(s) violated privacy rights or failed to maintain proper security, or 8) any claim that your advertising, communications (including, but not limited to e-mail communications), or marketing is misleading or unlawful in any manner.

24. Independent Investigation/Mutual Drafting

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) PROVIDE TERMS TO OTHERS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. We strongly advise that you review this Agreement with your attorney before you enter into it. You acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us has in any way prevented or inhibited you in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith. For purposes of construction of this Agreement, both Company and you shall be deemed to have mutually drafted this Agreement and all parts thereof.

25. Non-Assignability of the Agreement

You may not assign this Agreement without the written consent of the Company. Company may assign this agreement at any time.

26. Choice of Law and Forum

Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Fulton County of Atlanta, Georgia and each party irrevocably submits to the jurisdiction and venue of such courts. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

27. Severability

If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.

28. Merger

This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous understandings, written, oral or implied. This Agreement may only be amended with the written consent of the parties, and no oral waiver or amendment shall be effective under any circumstances.

29. Agreement Binding

This Agreement shall be binding upon the parties, their assigns, successors, heirs, affiliates, directors, shareholders, officers, employees and/or agents.

30. Headings

The headings and other captions used in this Agreement are for the convenience and ease of reference only and shall not be used in interpreting, constructing and/or enforcing any of the provisions of this Agreement.

31. Miscellaneous.

Each party hereto is an independent contractor of the other and neither is an employee, agent, partner or joint venture of the other. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. This Agreement is not assignable or transferable by Partner without the prior written consent of DateApp and any attempt to do so shall be void. Any notice, report, approval or consent required or permitted under this Agreement shall be in writing to the address specified above. Any waiver by either party of any breach of this Agreement, whether express or implied, shall not constitute a waiver of any other or subsequent breach. No provision of the Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any court of competent jurisdiction to be unenforceable or invalid adjudges any provision of this Agreement, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Georgia and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

Exhibit A

Partner Commission

The Service will be provided to Partner end users through a monthly-prepaid subscription.   Partner is responsible for all taxes associated with Partner’s receipt of Commissions from DateApp. For each new paying subscriber that Partner delivers, Partner shall be eligible for a percentage of the total monthly subscription service fee.  The total monthly subscription service fee is defined as the revenue generated from the Partner's subscribers, exclusive of any taxes, refunds, returns, carrier charges, usage (e.g. phone and storage), discounts, cancelled orders, and fraud, so long as the number of valid subscribers exceeds 100.

Partner is entitled to a Commission percentage based on the total gross valid subscribers for a given month.  Please see table below for details.

In order to track the total gross partner end users and receive the appropriate payment, Partner must instruct their end users to register at the DateApp Dating Software / Dating Script specified URL, which will be provided to Partner before the Partner Launch Date.