The Match.com Affiliate Program (the “Affiliate Program”) is operated by Match.com International Limited (“Match.com”). In this agreement, the terms "Participant", “you” and “your” refer to you (the applicant), and the "sponsoring Web site" refers to the Web site from which you will link to Match.com pursuant to the Affiliate Program.

1. Description of Affiliate Program

The Affiliate Program provides participants the ability to earn commission as compensation for distributing the Match.com online dating service (the “Service”) available at Match.com’s Web site located at url: www.uk.match.com (the “Match.com Site”) and generating online subscriptions to the Service. To accomplish this, participants place pre-approved Match.com Links, banner ads and other integration elements that link to the Match.com site (collectively, the “Integrations”). Users who link to the Match.com Site via an Integration and create a unique registration to the Service in the same session are attributed to the participant that operates the relevant sponsoring Web site. When such users purchase subscriptions to the Service during the term of this Agreement using such registration, the relevant participant is eligible for a commission for such subscription as described in Section 3 (Commission Fees) below.

2. Required Information; Affiliate Account

In order to join the Affiliate Program. You must accept this Agreement and also provide Match.com with your full company name, address and payment details.

3. Commission Fees

Match.com will pay you a commission fee on each Qualifying Subscription to the Service purchased during the Term. “Qualifying Subscription” means a first-time subscription purchased by a customer using a registration to Match.com that he or she created after linking to the Match.com Site from the sponsoring Web site via an Integration. The amount of the Commission Fee will be £25 per Qualifying Subscription.

This commission can be subject to change as Match.com’s subscription prices are subject to change at any time without notice and in Match.com’s sole discretion. Match.com has no obligation to revise this Agreement when it changes its subscription fees and/or offers special pricing or discounts.

No Commission Fee will be paid on re-subscriptions or auto-renewals of existing Qualifying Subscriptions. If a Qualifying Subscription for which a Commission Fee is paid or due to be paid to Participant is later refunded or charged back, the relevant Commission Fee will be deducted from the next payment sent to Participant following such event.

4. Commission Fee Payments

Within approximately 30 days after the end of each calendar month during the Term, Match.com shall deliver to you (1) the aggregate Commission Fees (less any taxes required to be withheld under applicable law) due to you with respect to such calendar month and (2) a statement of Qualifying Subscription activity with respect to such calendar month. Match.com will make such payments by check in the name of and to the address you provide to Match.com (the “Payee Information”). You will be responsible for updating Match.com with your Payee Information by telephone or email. Notwithstanding the foregoing, Match.com will not send a payment to you until such time as the aggregate payment due you is at least £100. Payments will be withheld until the time when you have accumulated £100 in commissions when your payment will then be sent to you.

5. Subscription Payment Processing

Match.com will be solely responsible for processing every Qualifying Subscription. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of Match.com. All of the rules, operating procedures and policies of Match.com regarding customer subscriptions will apply to all subscription orders Match.com receives. Match.com reserves the right to reject any subscription order that does not comply with its rules, operating procedures and/or policies. Participant is not permitted to make any exceptions to Match.com’s rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with Match.com's prior authorization, which may be withheld in Match.com’s sole discretion.

6. Tracking of Subscription Sales

Match.com will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to Participant as described in Section 4 (Commission Fee Payments) above. To protect the privacy of Match.com’s customers, the names of and other personally identifying information about customers will not be provided to Participant. All information about customers and users collected by Match.com shall be owned solely and exclusively by Match.com.

7. Copyrighted Material

Sponsoring Web Site. You shall ensure that none of the materials utilized or displayed on the sponsoring Web site, including your logo and preamble text, infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. Match.com will not be responsible if you use another party's copyrighted material in violation of the law.

Use of Match.com Intellectual Property. As between the parties, Participant acknowledges and agrees that Match.com owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the Match.com Site, the Program Site, the Integrations and the Service and any software provided by Match.com in connection with this Agreement (the "Match.com Intellectual Property"). Participant shall not take any action inconsistent with such ownership by Match.com, nor attempt to register any Match.com Intellectual Property in any jurisdiction.

Match.com hereby grants to Participant, for the Term of this Agreement, a non-exclusive, non-transferable license to use the Match.com Intellectual Property contained in the Integrations, subject to Match.com’s approval, for the express limited purpose of performing under this Agreement. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the Match.com Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of Match.com.

Participant shall use the Match.com Intellectual Property only as provided by Match.com, and shall not alter the Match.com Intellectual Property in any way. Match.com shall have the right to monitor the quality of Participant's use of the Match.com Intellectual Property. Any references to the Match.com Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by Match.com. Upon a request from Match.com, Participant shall immediately cease use of any and all Match.com Intellectual Property, on the sponsoring Web site and elsewhere.

Use of Match.com profiles. You may not use any profiles or other information regarding Match.com users on the sponsoring Web site or anywhere else for any reason whatsoever. Doing so may result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program.

8. Match.com Policies Apply to All Orders

Every customer who buys a subscription through this program is deemed to be a customer of Match.com. Participant does not have the authority to make or accept any offer on behalf of Match.com. All Match.com policies regarding customer orders, including pricing and problem resolution, will apply to these customers. Match.com is not responsible for any representations made by Participant that contradict Match.com’s policies.

9. Prices and Availability

The price charged for subscriptions sold under this program will be determined by Match.com according to its own pricing policies. Prices may vary from time to time as determined in Match.com's sole discretion. Match.com policies will always determine the price paid by the customer.

10. Prohibited Content

No sponsoring Web site may display any of the following content or engage in any of the following activity:
· Sexually explicit material (pornography);
· Violent images or messages that promote violence;
· Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age;
· Promotion of illegal activities;
· Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties;
· Content that is inconsistent with Match.com's policies and/or practices;
· Spamming of Participant's users who have registered for the Service; or
· Any other content or activity that Match.com finds objectionable in its sole discretion.

11. Web Site Service Interruption

Match.com will use commercially reasonable efforts to keep the Match.com Site, the Program Site and the Service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Participant agrees not to hold Match.com liable for any of the consequences of such interruptions.

12. Email

Participant may not send out any email containing Match.com’s name or branding or any other Match.com Intellectual Property.

In the event that you would like to pursue the opportunity to market the sponsoring Web site by email using Match.com’s name or branding, please contact Match.com as indicated in the Section 18 (Notice) of this Agreement. In the event that you meet certain criteria, and agree to sign an addendum to this Agreement regarding email practices, including, among other things, compliance with relevant laws, Match.com may permit you to send emails using Match.com’s name and/or branding. However, Match.com reserves the right to reject any such request in its sole discretion.

13. Term of the Agreement

This Agreement shall commence on the day it is entered into by the Participant and shall continue until terminated by Participant or Match.com as provide herein (the “Term”).

14. Modifications

Match.com reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement reflecting such changes on Program Site, such changes to be effective upon posting. Match.com will not be required to provide notice to Participants of changes to the Agreement other than by posting the revised Agreement as described above. Participant may not change or modify this Agreement.

15. Termination of this Agreement; Survival

Either party, acting in its sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after such notice. Participants should know that Match.com intends to terminate any Participant that generates £0 in Commission Fees during any consecutive 120-day period.

In addition, Match.com may terminate this Agreement immediately upon notice to Participant of Participant’s breach of any provision of this Agreement.

Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.

16. Warranty Disclaimer

Match.com makes no warranties, representations or conditions with regard to the Affiliate Program, the Match.com Site, the Program Site or the Service, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Match.com expressly disavows any obligation to indemnify Participant or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Participant's users use of the Match.com Site or the Service.

17. Limitation of Damages

Match.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if Match.com has been advised of the possibility of such damages. Further, Match.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commission Fees paid or payable by Match.com to Participant under this Agreement.

18. Notice

All notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or the mail or (2) the date sent if delivered by fax, and addressed as follows:

If to Match.com:
Match.com Affiliate Program
Unit 315 Highgate Studios
53-79 Highgate Road
London NW5 1TL, UK
Fax: +44 (0) 20 7428 6998

If to Participant:

To the postal address, email address and/or fax number provided by Participant to Match.com.

19. Representations and Warranties

Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.

20. Indemnification

Participant shall defend, indemnify and hold harmless Match.com, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii) it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder.

21. Miscellaneous

Participant and Match.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Match.com. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.

22. Governing Law; Jurisdiction

This Agreement shall be governed by the laws of England and Wales without reference to its choice of law principles. Any legal action, suit or proceeding arising out of or relating to this Agreement will be instituted exclusively in a court of competent jurisdiction located in London, and in no other jurisdiction. The parties hereby irrevocably consent to personal jurisdiction and venue in, and agree to service of process authorized by, such courts.