Terms and conditions for webmasters

TERMS AND CONDITIONS FOR WEBMASTERS

The person duly submitting the online registration form linked to this document or signing the previous paper front page, or the entity on whose behalf it is submitted ("Webmaster"), thereby enters into a binding agreement with Electronic Group Ireland Limited, registered in Ireland with company number 364563, and with corporate address at 19 Lower Baggot Street, Dublin 2, (Ireland) (“E-Group”), subject to Clause 7.1 and the following terms and conditions (this “Agreement”):

1.- DEFINITIONS

The following terms have the following meanings:

“Content” shall mean all text, images, video, audio, and other data, products, services, advertisements, other promotional material, links and software, including any modifications, updates, upgrades, enhancements and documentation related, including without limitation any of the foregoing located on the World Wide Web or the Internet owned by the relevant webmaster.

“E-Group’s Platform” shall mean the platform developed by E-Group consisting on gathering webmasters’ Content and that includes a system to access to such Content based on a premium rate dial-up access, SMS or MMS, or any other billing system available on the platform through which end users purchase and pay for tickets to access or purchase the afore-mentioned Content.

“Sites” shall mean Internet websites of the relevant webmaster.

“Service 1” shall mean the advertising services provided by the Webmaster to E-Group for the Content licensed by a third webmaster.

“Service 2” shall mean the Content licence granted by Webmaster to E-Group to be used through E-Group’s Platform.

2. OBJECT

The object of this Agreement consists on one or both of the following two options:

1. Webmaster shall advertise through its own Sites, access by end users to third webmasters’ Content using E-Group’s Platform, and, in accordance with the terms of this Agreement, E-Group will pay Webmaster the amounts specified in this Agreement.

2. Webmaster grants a non-exclusive licence to E-Group of its own Content accessible to end users through its own Sites using E-Group’s Platform, and, in accordance with the terms of this Agreement, E-Group will pay Webmaster the amounts specified in this Agreement.

3. FEES AND PAYMENT TERMS

3.1 Subject to receipt to E-Group’s satisfaction of up to date details of compliance with VAT, tax and business formalities in the residence, seat or permanent establishment of the Webmaster, and identification and bank account details for Webmaster or obtaining a VISA electron by Webmaster as indicated below, and to the remaining provisions of this Agreement, in respect of the Service 1 and/or Service 2 carried out by the Webmaster, E-Group will make payments to Webmaster in accordance with E-Group’s tariffs as amended from time to time (as they appear in E-Group’s Platform) (“Fees”), calculated on the basis of the use (if any) of the billing systems available on the E-Group Platform by bona fide end users directed to them by one of the Links, as defined in clause 4.3 below, on Webmaster’s Sites containing Webmaster’s Banner ID, as defined in clause 4.2 below (“Traffic”).

3.2 For Service 1, E-Group will enable Webmaster to review Webmaster’s Traffic online. Usually around the next month E-Group will publish in E-Group’s Platform, a definitive calculation of the total Fees earned by Webmaster calculated on the basis of the Traffic generated during the previous calendar month in consideration of Webmaster’s advertising services.

3.3 For Service 2, E-Group will include in E-Group’s Platform the update tariffs to calculate the payments for the Webmaster’s Content licensed to E-Group. This payment shall be always related to the access by end users to Webmaster’s Content through Webmaster’s Sites using the billing systems available on the E-Group’s Platform. Usually around the next month E-Group will publish in E-Group’s Platform, a definitive calculation of the total Fees earned by Webmaster calculated on the basis of the access by end users of Webmaster’s Content through Webmaster’s Sites using the billing systems available on the E-Group’s Platform generated during the previous calendar month in consideration of Webmaster’s Content licensed.

3.4 Webmaster shall present to E-Group or any payment services company used by E-Group, in the form required by E-Group or the payment services company or shall permit E-Group or the payment services company to generate on Webmaster’s behalf (self billing), an invoice for the total monthly Fees published and calculated in accordance with clauses 3.2 and 3.3 above. E-Group shall be entitled to deduct from the Fees any proportion of the Fees that are directly attributable to a failure or delay from any third party (including any end user, telecommunications operator or network operator) to pay for Traffic for any reason or where E-Group is required or decides to make a refund to any third party for any reason.

3.5 E-Group will pay Fees to Webmaster in one of the following options:

(i) by bank transfer to the account specified by or on behalf of the Webmaster (with any applicable bank charges, transfer costs and taxes to be borne by Webmaster) normally within 5 working days of receipt of the valid invoice, provided that 30 days have passed since the end of the month to which the Traffic invoiced is related. This payment system will be used by default in case no other payment system is chosen. Fees totaling less than Euro 100 or US$ 100 (whichever currency is applicable or if neither currency is applicable the equivalent in the relevant currency of the Euro amount shall apply) will be aggregated with subsequent months’ Fees and paid out only when such amount is reached.

(ii) through a payment services company specialized in these type of payouts in which case all payments will be made to the Webmaster’s VISA electron. Such VISA electron will have to be obtained personally by the Webmaster from the relevant payment services company. If the Webmaster uses this payment system, it will present its invoices to the relevant payment services company as stated in clause 3.4 above and all payments will be made by the E-Group’s payment services company to the Webmaster VISA electron (with any applicable charges, transfer costs and taxes to be borne by Webmaster), according to the information available in the E-Group’s online management system.

(iii) from time to time E-Group may offer other payment systems to Webmaster, made available on its online management system, for which Webmaster will always need to verify its terms and associated costs.

E-Group will be responsible in all cases for all payouts due to Webmaster.

4. E-GROUP FACILITES

Upon receipt of Webmaster’s duly completed registration form (including all details required by such form) and in accordance with Clause 7.1, E-Group will provide Webmaster with:

4.1 a login ID code and password for accessing E-Group’s Platform;

4.2 for the Service 1, a banner identification reference for the purpose of tracking Traffic, (“Banner ID”). E-Group may in its discretion issue further Banner IDs and/or register further Webmaster Sites upon request from Webmaster; and

4.3 a non-exclusive, non-transferable licence to use certain publicity devices, advertising pages or banner advertisements made available by E-Group to advertise and direct end users to Content accessed using E-Group’s Platforms (“Links”), in all cases solely on the Webmaster’s Sites and solely for the purposes set out in this Agreement.

5. WEBMASTER WARRANTIES

Webmaster represents, warrants, and undertakes that at all times during this Agreement:

5.1 Webmaster is a person of legal age in accordance with the laws of the residence of the Webmaster, and in any case at least eighteen years old (“Adult”), or is a legal entity managed and owned solely by Adults;

5.2 Webmaster controls the Webmaster’s Sites, and runs its business and will perform its obligations under this Agreement in accordance with all relevant community and moral standards and applicable laws, regulations and mandatory codes of conduct relating, in particular but without limitation, to adult entertainment services, advertising and electronic commerce, and has obtained all necessary authorizations or licences in respect of the Webmaster’s Sites and Webmaster’s business;

5.3 Webmaster does not send or tolerate the sending of any form of unsolicited electronic communication or advertisement, including without limitation via email, message boards, instant messaging, SMS or other mobile services, or multiple, fraudulent or misleading submissions to search engines, TGPs or link sites (“Spamming”);

5.4 no Webmaster advertising or Content or Webmaster’s Sites contain any Content that:

(a) infringes any other party’s rights including without limitation copyrights, patents, trade or service marks, image rights, rights of publicity or privacy rights;

(b) is illegal (including without limitation actual or simulated images of bestiality, rape, violence, or actual or apparent non-Adults in suggestive or sexual situations or that seeks, suggests or enables the provision of Adult material to non-Adults);

(d) contains any virus, worm, Trojan horse or any other program, code or feature that may cause damage to or loss of any equipment, data or program or inconvenience to any person, whether or not such result is intended.

5.5 Webmaster is and shall be the legal and beneficial owner or authorized licensee of all Intellectual Property Rights in the Content free and clear of all liens, charges and encumbrances to the extent that the same may restrict or limit the ability of Webmaster to perform its obligations or the ability of E-Group to exercise its rights under this Agreement and Webmaster has the full power and authority to grant the licenses and rights and to perform its obligations herein contemplated without the consent of any other person.

5.6 E-Group has no access to Webmaster’s Sites apart from the access as any other end user. Therefore, E-Group does not take control of Webmaster’s advertising, Content or Sites and excludes all liability for the aforementioned advertising, Content or Sites. E-Group does not control, manage or hosts the Content which is totally hosted in Webmaster’s servers.

6. LIABILITY

6.1 Webmaster will indemnify E-Group and hold E-Group harmless from and against any claim, loss, damage or liability (including legal fees and costs) arising out of: (a) Webmaster's Content or third webmasters’ Content provided by Webmaster; (b) any breach by Webmaster of any obligation or warranty under this Agreement including, but not limited to, the matters listed in clause 5 above of this Agreement; and/or (c) any matter relating to any Webmaster’s Sites, its content (including any E-Group material or service contained therein), lawfulness, quality or condition.

6.2 Webmaster is responsible for obtaining all licenses, permits or releases required to enable its Content licensed to E-Group and its later access by end users using E-Group’s Platform.

6.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, E-GROUP HEREBY EXCLUDES ALL LIABILITY FOR NEGLIGENCE AND/OR ALL NON-FRAUDULENT REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY ADVERTISEMENT, BILLING SYSTEMS, LINKS, CONTENT OR ANY OTHER E-GROUP MATERIAL OR SERVICE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OR ABSENCE OF VIRUSES). TO THE MAXIMUM EXTENT PERMITTED BY LAW E-GROUP SHALL IN NO CASE BE LIABLE TO WEBMASTER FOR ANY DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFIT OR DATA, BUSINESS INTERRUPTION, OR ANY OTHER ECONOMIC, GOODWILL OR PHYSICAL LOSS) ARISING OR IN CONNECTION WITH ANY OBLIGATION OF E-GROUP ARISING FROM THIS AGREEMENT OR ANY OTHER E-GROUP MATERIAL OR SERVICE, EVEN IF E-GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

6.4 Webmaster will be responsible to include the relevant Terms and Conditions for accessing the Content through its own Sites using E-Group’s Platform. Notwithstanding the foregoing, Webmaster must always include in the afore-mentioned Terms and Conditions a clause stating that Webmaster will be solely responsible for the Content provided and made accessible to the end users by means of E-Group’s Platform.

6.5 E-Group shall not be liable for any failure or delay on the part of E-Group attributable to factors outside its reasonable control, including without limitation any failure, interruption, delay or error in any transmission network, software or hardware; action or failure to act by any third party; and government or regulatory intervention, as well as cases of force majeure including: floods, fires, earthquakes, other natural disasters, war, acts of terrorism and similar.

6.6 E-Group reserves the right to suspend or restrict the use by any person of the Links, E-Group’s Platform or any other material or service made available by E-Group when E-Group suspects that such use is not duly authorized or is fraudulent or is in breach of any law or regulatory provision. E-Group shall have no liability to any person as a result of any such suspension or restriction.

6.7 Without prejudice to any other provision of this clause 6, the total liability of the E-Group to Webmaster arising out of the matters referred to in this Agreement, in any case, shall not exceed, other than in respect of liability that by law can not be so restricted, the total amount of the Fees paid by E-Group to Webmaster during the calendar month prior to the events leading to such liability.

7. TERM, ASSIGNMENT, VARIATIONS AND TERMINATION

7.1 This Agreement shall enter into effect upon written confirmation to Webmaster by E-Group of Webmaster’s due and complete registration or through the signature of its front page, and shall remain in effect until terminated in accordance with its terms.

7.2 Either party may terminate this Agreement immediately at any time for any reason by notice to the other party, including by e-mail. Webmaster shall not be entitled to any Fees in respect of Traffic occurring after termination. E-Group may without limitation suspend Fee payments to Webmaster and/or at E-Group’s option terminate this Agreement or exclude any Sites from the application of this Agreement, if Webmaster: (a) breaches any provision of this Agreement; (b) becomes bankrupt or insolvent or has a liquidator or receiver appointed to it; (c) seeks to register any website with E-Group that is neither fully functioning nor legal; and/or (d) engages in or tolerates illegal or unacceptable activities as determined by E-Group in its absolute discretion.

7.3 E-Group may at any time assign this Agreement to another company or vary this Agreement (including the rates or method of calculation of Fees) by posting such assignment or variation on the E-Group’s Platform or otherwise notifying Webmaster thereof. If Webmaster does not agree to such variation, Webmaster’s sole remedy shall be to terminate this Agreement. By continuing using E-Group’s Platform or using any of the Links or otherwise, Webmaster agrees to be bound by any such variation.

7.4 Upon termination of this Agreement for any reason, Webmaster shall immediately cease using all Links, E-Groups’ Platform, or any other material or service made available by E-Group and references to E-Group, remove them from all websites it controls and not replace them.

8. MISCELLANEOUS

8.1 Personal data relating to Webmaster, its agents or employees will be processed by E-Group, its group companies or its agents in accordance with the Data Protection Laws with the purpose of performing this Agreement. Individuals have rights of access, correction, cancellation and objection in relation to their personal data held by E-Group, which can be exercised by contacting E-Group in writing, by post or email, in accordance with the Data Protection Laws.

8.2 Save as expressly set out in this Agreement, all rights, including, without limitation, copyright, patent and/or trademark rights in and to all Links, E-Group websites, Billing Systems or any other material or service made available by E-Group, are hereby reserved by E-Group or its licensors and Webmaster shall not modify, extract, imitate, create derivative works, use, copy, reproduce, publish, disclose, distribute or otherwise deal with them other than as expressly permitted by this Agreement or with the prior written consent of E-Group.

8.3 Webmaster, its employees, agents and advisers shall keep confidential and in accordance with the Data Protection Laws, even after termination of this Agreement, all information obtained from E-Group, including without limitation in relation to Traffic and Fees, except where the same becomes generally known through no act or omission of Webmaster, or is required to be disclosed by an applicable legal or regulatory provision or judicial or regulatory order.

8.4 Any notification to either party in relation to this Agreement shall be directed to the address or addresses indicated by such party to the other in relation with this Agreement from time to time.

8.5 Nothing in this Agreement shall create any joint venture, partnership or agency between the parties and Webmaster shall not represent to any person that any such relationship exists.

8.6 This Agreement constitutes the entire agreement between the parties regarding its subject matter, and supersedes any prior oral or written agreement or understanding relating thereto. Neither party has relied on any representation or guarantee in entering into this Agreement.

8.7 This Agreement shall be governed by and construed according to the laws of the E-Group’s domicile of origin and the parties hereby submit to the exclusive jurisdiction of the Courts of the E-Group’s domicile of origin. Any delay or failure by E-Group to enforce any of its rights shall not operate as a waiver of such right, nor preclude enforcement in any other instance.

8.8 The clause headings in this Agreement are for reference purposes only and are not intended to be taken into account when interpreting the clauses of this Agreement.

8.9 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remainder hereof.

8.10 In cases of doubt the English version of this Agreement shall take precedence. The version you have read in your mother tongue is for information purposes only.