The terms set forth hereunder (hereinafter referred to as the "Agreement") govern the relationship between DDF Communication, s.r.o., as the Company, and you.
The operative parties referred to in this Agreement are:
1.1 Company. The term « Company » refers to DDF Communication, s.r.o., a company registered and existing under the laws of the Czech Republic, with registration number 045 06 987 and having its registered seat at Krakovska 1366/25, 110 00 Prague 1, CZECH REPUBLIC, with EU VAT registration number CZ 045 06 987.
1.2 You. The term « You » refers to you, as a person who has the power and authority to conduct and execute its business.
Hereinafter sometimes referred to jointly as the "Parties" and individually as a "Party"
2.1 Definitions. As used in this Agreement and in addition to any other terms defined herein, the following terms, when appearing with a capital letter, shall have the meanings set forth hereunder, unless otherwise expressly provided:
"Age of Majority" shall mean the age of people who are of legal age in the jurisdiction where the Website is being viewed or age as defined by the people who are performing the videos uploaded on the Website, but in all cases shall mean at least eighteen (18) or twenty-one (21) years old.
"Confidential Information" shall mean any and all information received by You’re your representatives, employees, advisers or agents, from Company, its Related Parties, representatives, employees, advisers or agents, whether written or oral, which relates, without limitation, to the Company’s business (including without limitation, business plans, financial and commercial data, customer information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software design and architecture, computer programs, computer code, modules, scripts, algorithms, features and modes of operations, etc.), techniques, methodologies, testing procedures, analysis and performance information, internal documentation and features, products, services, strategies, trade secrets, know-how, formulas, processes, ideas and inventions (whether or not patentable), as well as names and expertise of employees, consultants, customers and prospects, know-how which previously has been or is presently or subsequently disclosed to You.
"Control" (including the terms "controlling", "controlled by" and "under common control with") means any entity that a Party operates or has an equity interest in (or rights in an instrument, e.g., convertible, warrant, that could reasonably be expected to result in an equity interest) or any entity for whom the Party has possession, direct or indirect, of the power to direct or cause the direction of the management and policies, whether through the ownership of voting securities, by contract, or otherwise.
"Effective Date" shall mean the date upon which You accept the terms set forth in this Agreement.
"Force Majeure" shall mean, in relation to either Party, any circumstances beyond the reasonable control of that Party including, without limitation, act of God, governmental order or restriction, warlike condition, revolution, riot, strike, lockout, fire.
"Intellectual Property Rights" shall mean any patent rights, copyrights, trade secrets, trade names or marks, service marks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, treaties, protocols or agreements, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in form.
"Person" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.
"Related Parties" means any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Party.
"Website" shall mean the site www.ddfcash.com operated by Company.
2.2 Constructions. Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals and legal entities and vice versa.
3.1 In order to participate, you must register by submitting an application with CORRECT information via http://www.DDFCash.com/. The Company may choose to decline your application should the Company find any of the information and/or your website unsuitable for any reason. You *MUST* include an URL with your application. If you believe that you should be accepted without an URL, contact DDF Cash support.
3.2 The Program does not allow:
(i) webmasters residing or operating in countries where viewing, downloading or the use of the materials made available by the Program could reasonably constitute a violation of any law, regulation, rule or custom, without the express prior approval of the Program’s administration; and
(ii) submissions from people who are under the Age of Majority; and
(iii) submissions from people who own or operate a website in connection with a person who is under the Age of Majority.
3.3 By signing up to the Program You agree that You accept to receive notices in regards to the Program as long as You are part of the Program.
3.4 The Program's administration reserves the right to refuse your participation in the Program for any reason.
3.5 5.1 Your duty in order to receive a commission from the Program is to direct visitors via a webpage to the Program's authorized websites. A commission is paid on a revenue share basis when a visitor views your webpage in his/her Internet browser, clicks on the authorized linking code issued to You by the Program, is redirected to the Program's authorized websites, enters his/her credit card information, is approved and the Program receives the fee. The Program reserves the right to modify the authorized linking codes at any time, but it will however notify You in advanced of such changes in order to allow enough time to comply.
4.1 The Company abides by a ZERO TOLERANCE policy relating to "spamming". No spamming of any kind or in any form, whatsoever, is permitted on the Website. The Company does not allow You to market websites under this Program through the transmission of unsolicited bulk e-mails. Therefore, it is extremely important that any mass e-mailings by You conform to the Company’s policies. Any mailing activity shall be previously agreed by the Company.
4.2 All visitors you send to us must come from a web page. We do not allow news group postings with links to our web sites nor do we allow you to link to our web sites from the body of an email message.
4.3 While using the Program, You fully agree that You will not, whether directly or indirectly, do any of the followings:
(i) use illegal/false advertising as specified below; and
(ii) attempt to alter or cheat the Program; and
(iii) send suspicious signups, which will be considered as void and the all the earnings related to such suspicious signups will be kept by Company as an indemnification.
4.4 While using the Program, You fully agree that You are authorized and aware of any of the followings:
(i) use all photo and video content available on the Website for promotional purposes; and
(ii) build Your own galleries from the Website original content. In order to do so, You *MUST* contact the Company in order to get staff approval and access to member areas to build Your own galleries. One photo gallery and one video gallery is permitted for every set on one website. For photo galleries, You may use up to 16 pictures of the lowest resolution, OR up to 5 pictures of the highest resolution PER GALLERY. For videos, You may use up to 3 minutes of video footage per set, and there are no quality limitations for video; and
(iii) all surfers sent to the Program's site(s) must be in a full-size window with toolbars, location, scroll bars, etc. It must be a regular window unaltered; and
(iv) the Website MAY NOT be opened or loaded in a FRAME. If Your site uses frames, all links to the Website must use the TARGET="_top" or TARGET="_self"; and
(v) You are responsible to keep Your information on-file accurate for proper notifications, check mailing and wire transfer settlements; and
(vi) You must ensure that You are not performing any actions or doing anything that may violate this Agreement or that is grounds for termination as described in section 6.
You acknowledge and agree to comply with the following statements:
(i) You may not advertise and/or send traffic from any site containing child pornography or material that is not compliant with 18 USC 2257. We maintain a zero tolerance policy towards anything related to child pornography and reserve the right to cooperate with law enforcement authorities in any child pornography investigations; and/or
(ii) You may not send traffic from websites containing materials which constitute an infringement, misappropriation or violation of any person's Intellectual Property Rights; and/or
(iii) You may not make any false advertising such as statements, photos, graphics, videos promising features and content that are not available by the Program's website to members is not permitted; and/or
(iv) You may not advertise the Company’s products and websites to people who are not the Age of majority; and/or
(v) The Company does not accept sites and links from sites that endorse actual, implied or simulated: bestiality, obscene, rape, torture, child porn as well as other illegal content, warez, mp3 & password selling or trading; and/or
(vi) You shall not send traffic by spamming IRC, newsgroups and any instant messaging & chat networks such as MSN, ICQ, AIM, and Yahoo Messenger; and/or
(vii) You are not permitted to bid on, purchase or otherwise use/register the SITE NAMES (1by-day, 1byday, 1by day, 1byday.com, etc) or use the words "Official", "Officially", "Official Site" or similar language in connection with the Site Names as keywords (sometimes referred to as "AdWords") on Internet search engines, such as google.com, ask.com, yahoo.com, msn.com, bing.com, etc.; use the Site Names in association with any similar or competing website or service; or register any domain name which incorporates or is a "misspelling" or "typo" of any of the site names; and/or
(viii) All traffic sent must be via manual user clicks. Sending traffic with automated bots, embedding our linking code on your website to send us clicks on a simple load of your page, or any other method that generated traffic without a human clicking, will result in immediate termination; and/or
(ix) You will not be paid for sign-ups received via methods deemed as advertising methods not tolerated by Company which list may be updated by Company at it sole discretion and sending such traffic through such methods is grounds for immediate termination.
6.1 Compensation. The Program pays you fifty percent (50%) share for every sign-up (unless a special agreement was made about a different share), generated by traffic sent via your authorized linking code.
The "Webmaster Referral Program" pays you 5% of the revenue of webmasters that join the Program after visiting an authorized webmaster referral linking code. You must show activity (more than 0 sales) for each period to be paid the referral earnings.
All compensations will be paid in US Dollars.
6.2 Determination of the compensation. Payouts are calculated based on commissions received during a ONE MONTH period. Commissions are paid two weeks after the end of each period. Payment methods are available at: http://nats.ddfcash.com/signup.php. Commissions for a period that do not meet your set minimum payout will roll-over and be credited toward the next period until such minimum is met.
The Company's log files will prevail in determining the number clicks and sign-ups. All statistics are considered UNOFFICIAL until You have received a payout confirming the amounts.
Company may at any time, unilaterally and in its sole discretion change the calculation of the compensation. Company agrees to provide its best effort to inform You accordingly, in any case Company assures You to provide any information related to the payment made upon your request in a way of transparency.
6.3 Invoice. In order to be paid, You need to provide Company with an invoice from your company, or your private name, mentioning the following information:
i. Corporate name of the entity; and
ii. Address; and
iii. Company registration number; and
iv. VAT Number if relevant; and
v. Date of issuance; and
In case a payout is reached, and no invoice has been received until the end of the calendar year, after three (3) reminders, the payable amounts will not be payable anymore.
6.4 Absence of payment. You agree that:
(i) if you are in violation of this Agreement, all commissions shall be forfeited. No commission shall be paid for sign-ups deemed as fraudulent, at the sole and exclusive discretion of the Program's administration; and/or
(ii) No sale shall occur when the visitor visits the Website without going through an authorized linking code issued by the Program; and/or
(iii) Commissions are not credited for sign-ups or webmaster referral generated by you or someone in your organization.
6.5 Fees. Any and all fees in relation with the payment of the compensation aforementioned shall be paid by You, regardless of the mean of payment chosen. You are solely responsible for chargebacks and chargeback fees generated by customers that you have referred, and there is no payment on these transactions as there is no income to either party.
6.6 Taxes. You acknowledge and agree that You shall be solely responsible to pay any and all taxes, imposed or assessed, on any moneys earned from Company during the term of this Agreement. For the avoidance of doubt, the Company has the right to deduct and withhold from any and all remuneration and expenses payable to You any withholding and other taxes or other payments required to be deducted, withheld or paid by Company pursuant to the applicable laws or regulations.
6.7 Complaint. In case You have a complaint with respect to the compensation, You shall communicate such complaint in writing to Company within ten (10) days upon receipt of the compensation, in the absence whereof the compensation is deemed to be approved.
Company hereby retains You for a period of one (1) year (the "Initial Term") commencing on the Effective Date of this Agreement.
Upon expiration of the Initial Term, the Agreement shall automatically renew on an annual basis for one (1) year (the "Renewal Term"), unless one Party gives written notice to the other of its intention to terminate this Agreement at any moment during the Term and/or each Renewal Term in accordance with the provisions set forth under section 14 of the Agreement.
Company shall pay You the compensation to which You are entitled under section 9 ("Compensation") through the end of the Initial Term and/or the Renewal Term and thereafter, Company’s obligations hereunder shall end.
8.1 Ordinary termination. Either Party shall have the option, in their complete discretion, to terminate the Agreement for no reason or any reason at any moment within fifteen (15) days prior written notice to the other without liability.
8.2 Termination for cause. Company reserves the right to terminate the Agreement with immediate effect upon receipt of a written notice based on but not limited to the following:
Terminated accounts cannot later apply to the Program without the Company express written consent.
9.1 The Company grants a non-exclusive, non-transferable, revocable and worldwide license to use the Website’s trademark names, service marks, logos, and to access, download and use promotional banner hypertext links, video, sound, photo content and any other content owned or on which the Company has rights for the exclusive purpose of advertising, marketing or promoting only the Website and products of the Program. The license herein granted shall automatically and immediately cease upon the termination or breach of any term in this Agreement.
9.2 You may not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell or offer for sale the materials, in any manner, anywhere in the world, without the express written consent of the Company. The promotion material created by You has to be validated by the Company.
9.3 You are not allowed to remove, obstruct or make any change to the watermarks on the promotional materials, photographs, screenshots and videos.
Each Party agrees to keep the terms of this Agreement confidential, other than as necessary to carry out the Agreement’s provisions, or as required by law.
Moreover, You agree, irrespective of the media or means of disclosure by Company, to each of the following (i) to hold the Confidential Information in strict confidence, (ii) to use the Confidential Information provided by Company only for the purpose of this Agreement, and (iii) not to copy or reproduce the documents or media that embody the Confidential Information, unless necessary to perform the Agreement and after written authorization beforehand by Company.
11.1 Mutual. Each Party represents and warrants to the other as follows:
11.2 You represent and warrant to Company that:
YOU UNDERSTAND AND AGREE THAT THE SUCCESS OF THE PROGRAM DEPENDS ON NUMEROUS FACTORS BEYOND COMPANY CONTROL. YOU THEREFORE ACKNOWLEDGE AND AGREE THAT SUCH SUCCESS IS SPECULATIVE. COMPANY DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES AS TO THE PROFITS, REVENUES, ROYALTIES, FITNESS FOR A PARTICUALR PURPOSE, MERCHANTABILTY, POTENTIAL SUCCESS OF THE PROGRAM AND NO LIABILITY SHALL BE IMPOSED UPON COMPANY BASED ON ANY CLAIM THAT (I) MORE SALES OR REVENUE COULD HAVE BEEN MADE OR EARNED AND/OR (II) BETTER PRICES OR TERMS COULD HAVE BEEN OBTAINED.
12.1. Remedies. You are liable to Company for damages arising out of a failure by You to fulfill an obligation under this Agreement whereas such failure was intentional or the result of gross negligence. In such circumstances, Company shall be entitled to the reimbursement of its actual damages plus court costs and reasonable attorneys’ fees, if any.
12.2. General. You warrant that You shall hold harmless and indemnify Company and/or Company’s Related Parties and each of their respective directors, officers, employees, representatives and agents from and against any and all claims, actions, suits or indemnification demands (hereinafter referred to as the "Claim") by or on behalf of a third party arising out of a breach of any statement, representation, obligation, or so on of the present Agreement or other default or negligence on your part
12.3 Indemnification procedure. Company shall notify You in writing of any Claim brought in respect of which Company intends to invoke the provisions aforementioned (section 12.2). No failure to so notify You shall relieve You from your obligations under the present Agreement, except to the extent that such delay materially impairs your ability to defend such Claim.
In connection with any such Claim, You shall:
Company may participate, at it owns expense, in the defense and settlement discussions using counsel of its choosing. In case You fail to fulfil any of its obligations aforementioned, Company is able to defend itself at Your sole costs.
The Company 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 the Company has been advised of the possibility of such damages. Further, the Company’s aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement.
14.1 Relationship of Parties
The Parties to this Agreement are independent contractors, and nothing in this Agreement will be deemed to place the Parties in the relationship of employer-employee, principal-agent or joint ventures. This Agreement shall not be construed as authority for either Party to act for the other Party in any agency or other capacity or to make commitments of any kind for the account of, or on behalf of, the other Party.
You acknowledge and agree that Company has a unilateral right to revise this Agreement. All modifications or changes to this Agreement are in force and enforceable if You continue to provide the services upon notification of such changes by any means. In case You disagree with the new terms of the Agreement, You are free to end this Agreement in compliance with the provisions set forth under section 14. The prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect.
With respect to its subject matter, this Agreement contains the entire understanding between the Parties hereto and supersedes all prior agreements, understandings negotiations, commitments, representations and discussions between them whether written oral, and there are no other understandings, representations, warranties and commitments with respect thereto.
14.4 Governing Law
This Agreement shall be construed, governed and interpreted in accordance with the laws of the Czech Republic.
14.5 Arbitration clause
ln case a dispute arises out of or in connection with this Agreement, its execution, interpretation and/or termination, the Parties shall attempt in the first instance to resolve such dispute through friendly negotiations. Such negotiations shall start upon notice with acknowledgement of receipt delivered by one Party to the other and last at least for thirty (30) days. Shall the Parties not settle, they shall be entitled to apply the following section.
Any dispute arising hereunder or in connection herewith shall be resolved conclusively and with exclusion of the jurisdiction of the public courts in arbitration proceedings before the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in Prague, pursuant to the effective wording of the arbitration rules of the said Court. The arbitration tribunal shall have three (3) members. Each Party shall be entitled to appoint one arbitrator. The two (2) arbitrators shall elect the chairman of the arbitration tribunal, who shall also become the third arbitrator. The place of the arbitration proceedings shall be Prague, the language of the arbitration proceedings shall be English. The Parties shall comply with any and all obligations imposed on them in the arbitration award within the period(s) set out therein.