During the term of this Agreement, Birdview engages Affiliate, and Affiliate agrees to be engaged, as a non-exclusive Affiliate of all of Birdview sites. Affiliates agrees to promote such sites and services in compliance with the terms of this Agreement.

Affiliate shall receive, or have made available thereto, banner, button and/or text links to Birdview websites (hereinafter referred to as “Links”). These “Links” may contain logos and/or identifying marks of any of Birdview web-sites. Affiliate’s use of these Links shall at all times be subject to the terms and conditions hereof. Affiliate has the discretion to display these Links in accordance with its own site design, provided that at no time shall Affiliate be permitted to alter, modify or expand such Links in any way without the prior written consent of Birdview.

Affiliate may not use any content of Brokerbabe for promotion purposes, save for banners, promotion videos and/or other content Birdview explicitly labels as “promotion content”. Affiliate shall not change or alter the promotion content in any way. All promotional content is exclusively assigned to a specific Brokerbabe website and may only be used to promote the specified website. At no time and under no circumstances is Affiliate permitted to use such content to promote another site, even if it is also part of the Brokerbabe network. No links to other sites are permitted on pages where Brokerbabe promotion content is used. Upon termination of this agreement by either party the content must be deleted from Affiliate’s server, offline storage and any other media that Affiliate stored this content on. Affiliate must under no circumstances make such content available to minors.

The affiliate is fully responsible to keep the guidelines given by the “FSM-Arbeitspapier zur Klassifizierung von Erotik-Inhalten” if the affiliate is promoting Birdview services in Germany. Birdview can not held responsible for any violation of the local youth protection laws by any affiliate, also in other countries than Germany. The local youth protection guidelines, as well as promotion of sexual explicit content guidelines, have to be kept by the affiliate.

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority, express or implied, to make, accept, or negotiate any offers or representations on behalf of Birdview. Furthermore, Affiliate may not advertise Birdview sites in a fashion that creates the impression that Affiliate’s sites are officially connected with Brokerbabe or any of its websites or products.

The Affiliate Commissions are negotiated with each Affiliate and agreed on mail or discussions. Birdview reserves the right to alter the Affiliate Commissions by changing the respective subsite “portals” from time to time, provided that the Affiliate is informed by email at least 30 days in advance. In any case Affiliate Commissions will be calculated only on the bases of funds actually received by Birdview (i.e., payments which are thereafter not effected [eg., chargebacks] are not part of the calculation of the Affiliate Commissions) less payment fee, disbursements (eg., fees for chargebacks) and taxes.

Affiliate hereby authorizes Birdview to issue on its behalf invoices addressed to Birdview.

Payouts of the Affiliate Commissions are effected by wire transfer, PayPal or other means that may be offered at a later point. Payments will be made between one and tenth days after the end of the following pay period. The minimum payout is 200 EUR. If this amount is not reached in a single pay period, the amount will be carried over to the next period(s) until the minimum is reached (without any interest). Wire transfers are subject to a 50:50 service fee split which will automatically be deducted by your bank from the wire amount.

All materials, documents, data, software, information and inventions supplied to Affiliate by or on behalf of Birdview shall be and remain the sole and exclusive property thereof. All such property shall be delivered to Birdview by Affiliate, immediately upon demand, or destroyed, as may be requested.

Affiliate acknowledges that it receives, for the term of this Agreement, a non-exclusive, non-transferable, revocable license to
i)
access Birdview’s site through links solely in accordance with the terms of this Agreement, and
(ii)
solely in connection with such links, to use Birdview’s logos, trade names, trademarks and other proprietary identifying material, solely for the purpose of promoting Brokerbabe as contemplated herein.

Payouts of the Affiliate Commissions are effected by wire transfer, PayPal or other means that may be offered at a later point. Payments will be made between one and tenth days after the end of the following pay period. The minimum payout is 200 EUR. If this amount is not reached in a single pay period, the amount will be carried over to the next period(s) until the minimum is reached (without any interest). Wire transfers are subject to a 50:50 service fee split which will automatically be deducted by your bank from the wire amount.

Any changes in payment details need to be announced through an email at affiliate@brokerbabe.com in order to become effective.

So called Referral comisions are limited to 2000 € per referred affiliate and a total of 10000 € per month in total. Signing up multiple times in the program to overjump the limitations result in a termination of all referral comisions.

All notices or demands hereunder shall be given in writing. By executing this Agreement, Affiliate confirms his or her understanding that Birdview will periodically send materials via email to its Affiliates, including newsletters, and Affiliate agrees to accept such email.

Any Affiliate or representative thereof must be at least eighteen (18) years of age to participate in any Brokerbabe program. Affiliate, by executing this Agreement, affirms that he or she is at least 18 years old.

Affiliate shall at all times conduct all activities undertaken pursuant to this Agreement or in any way associated with Brokerbabe in compliance with all applicable Federal, State or International laws, rules, regulations or ordinances applicable in any jurisdiction in which Affiliate operates. Affiliate understands and agrees that any violation of applicable law in any jurisdiction by Affiliate while acting pursuant to its relationship with Brokerbabe and/or Birdview, such Affiliate will indemnify and defend any claims brought against Birdview, its employees, officers, or related entities. Affiliate agrees to not only defend in such claim, but to reimburse Birdview for any expenses incurred as a result of Affiliate’s violation, including marketable attorneys’ fees, court costs, and other expenses associated with Affiliate’s violation. Affiliate shall notify Birdview immediately of any actual or potential violation.

THE FOLLOWING APPLIES TO ALL AFFILIATES, AND CONCERNS THE TRANSMISSION OF COMMERCIAL AND/OR SEXUALLY-ORIENTED E-MAILS IT DOES NOT WAIVE OR SUBSTITUTE THE SPAM POLICY DESCRIBED IN THE TERMS AND CONDITIONS BUT RATHER ADDS TO IT:
THE “CAN-SPAM ACT OF 2003″ (THE “ACT”), WHICH BECAME EFFECTIVE JANUARY 1, 2004, APPLIES TO ANY COMMERCIAL E-MAILS SENT TO ANY U.S. OR OTHER RECIPIENT, SEXUALLY EXPLICIT OR OTHERWISE. FULL COMPLIANCE WITH THE ACT IS REQUIRED AS A TERM OF THIS AGREEMENT, AND AFFILIATES ARE RESPONSIBLE FOR READING AND UNDERSTANDING ALL PROVISIONS THEREOF. THE ACT IS AVAILABLE AT:

http://www.spamlaws.com/

AFFILIATES MUST COMPLY WITH THE ACT, AND ANY LIABILITY/DAMAGES THAT ARISE FROM FAILING TO COMPLY WILL BE THE SOLE RESPONSIBILITY OF THE AFFILIATE. THE FOLLOWING OUTLINES THE BASIC REQUIREMENTS OF THE ACT, BUT IS INTENDED ONLY TO SERVE AS A GUIDELINE, AND NOT AS A REPLACEMENT FOR READING AND UNDERSTANDING THE ACT ITSELF.

THIS IS NOT INTENDED TO SERVE AS LEGAL ADVICE, AND IT IS RECOMMENDED THAT YOU AND YOUR LEGAL COUNSEL DETERMINE FOR YOURSELVES HOW BEST TO COMPLY.

ADULT/SEXUALLY EXPLICIT E-MAIL CONTENT E-MAIL CONTAINING SEXUALLY ORIENTED MATERIAL MUST INDICATE THAT THIS TYPE OF CONTENT IS CONTAINED IN THE E-MAIL BY INCLUDING A WARNING LABEL IN THE SUBJECT HEADING. THE RECIPIENT MUST TAKE FURTHER ACTION TO VIEW THE SEXUALLY ORIENTED MATERIAL; THE E-MAIL CONTENT INITIALLY VIEWABLE TO THE RECIPIENT WHEN THE E-MAIL IS OPENED MUST INCLUDE ONLY THE WARNING LABEL AND A ME-CHANISM FOR ACCESSING, OR INSTRUCTIONS ON HOW TO ACCESS, THE SEXUALLY ORIENTED MATERIAL.

ALL COMMERCIAL E-MAILS THE ACT PROHIBITS THE SENDING OF ANY COMMERCIAL E-MAILS (SO-LICITED OR UNSOLICITED) THAT CONTAIN THE FOLLOWING (IT IS REQUIRED THAT AFFILIATES READ AND UNDERSTAND THE DEFINITIONS RELATED TO THESE REQUIREMENTS IN THE ACT ITSELF): 1.FALSE OR MISLEADING SUBJECT AND/OR HEADER INFORMATION.

2.SUBJECT AND/OR HEADER INFORMATION THAT INCLUDES AN ORIGINATING E-MAIL ADDRESS, DOMAIN NAME OR IP AD DRESS OBTAINED THROUGH FALSE OR FRAUDULENT MEANS, BUT IS OTHERWISE ACCURATE.

3.SUBJECT AND/OR HEADER INFORMATION THAT FAILS TO ACCURATELY IDENTIFY THE COMPUTER USED TO ORIGINATE THE E-MAIL FOR THE PURPOSE OF DISGUISING THE ORIGIN OF THE E-MAIL.

UNSOLICITED COMMERCIAL E-MAIL ANY UNSOLICITED COMMERCIAL E-MAIL MUST INCLUDE:

1. CLEAR AND CONSPICUOUS IDENTIFICATION OF THE E-MAIL AS AN “ADVERTISEMENT” OR “SO-LICITATION.”
2. NOTICE THAT THE RECIPIENT MAY ELECT NOT TO RECEIVE, OR “OPT-OUT,” OF ADDITIONAL E-MAIL.
3. A RETURN E-MAIL ADDRESS OR OTHER EFFECTIVE INTERNET MECHANISM THE E-MAIL RECIPIENT MAY USE TO NOTIFY YOU THAT THE RECIPIENT WISHES TO “OPT-OUT” (DOES NOT WISH TO RECEIVE) OF ADDITIONAL COMMERCIAL E-MAILS.
4. APHYSICAL POSTAL ADDRESS OF THE SENDER.THE “OPT-OUT” MECHANISM REQUIRED UNDER THIS PROVISION MUST BE AVAILABLE FOR AT LEAST 30 DAYS AFTER THE TRANSMISSION OF THE ORIGINAL E-MAIL. ADDITIONALLY, ANY OPT-OUT REQUESTS MUST BE HONORED WITHIN 10 DAYS OF THE RECEIPT OF SUCH REQUEST.
   
   YOU MAY NOT SELL OR OTHERWISE TRANSFER TO ANYONE ELSE THE E-MAIL ADDRESSES OF THOSE PERSONS WHO ELECT TO OPT-OUT

ADDITIONAL PROHIBITED ACTIVITIES THE FOLLOWING ADDITIONAL ACTIVITIES ARE PROHIBITED BY THE ACT:

1. TRANSMITTING COMMERCIAL E-MAIL USING E-MAIL ADDRESSES OBTAINED FROM WEBSITES, PROPRIETARY ONLINE SERVICES, OR OTHER BUSINESS OR ENTITY THAT HAS REPRESENTED TO ITS USERS THAT IT WILL NOT SHARE, SELL OR OTHERWISE TRANSFER THE RECIPIENTS’ E-MAIL ADDRESSES OR OTHER INFORMATION TO ANOTHER PARTY.
2. TRANSMITTING COMMERCIAL E-MAIL USING E-MAIL ADDRESSES OBTAINED USING SOFTWARE OR SOME OTHER DEVICE THAT GENERATES POSSIBLE E-MAIL ADDRESSES BY COMBINING NAMES, LETTERS AND/OR NUMBERS (SUCH AS A RANDOM EMAIL ADDRESS GENERATOR).
3. USING ANY COMPUTER WITHOUT AUTHORIZATION TO SEND E-MAIL MESSAGES THAT VIOLATE ANY PROVISION OF THE ACT.
4. USING A COMPUTER TO RELAY OR RETRANSMIT E-MAIL, WITH THE INTENT TO DECEIVE OR MISLEAD RECIPIENTS, INTERNET SERVICE PROVIDERS, OR OTHERS REGARDING THE ORIGIN OF THE E-MAIL.
5. USING A SCRIPT OR OTHER AUTOMATED MEANS TO CREATE AND/OR REGISTER E-MAIL ACCOUNTS OR OTHER ONLINE ACCOUNTS FROM WHICH COMMERCIAL E-MAIL IN VIOLATION OF THE ACT WILL BE SENT OR FORWARDED.

In addition to indemnifying Birdview for any violation of law as noted above, Affiliate also agrees to indemnify and defend Birdview in any civil action; for the avoidance of doubt Birdview may engage a law firm at its own choice without consulting with Affiliate. The Affiliate shall perform the work at its own risk, and shall notify Birdview immediately in the event civil legal action is threatened or filed. The Affiliate shall indemnify and hold harmless Birdview from any claim, demand, loss, liability, damage or expense arising in any way from the Affiliate’s work.

Birdview may only be liable in case Birdview acted gross negligently or with intend.

Birdview shall not be liable to Affiliate for inaccessibility to any of its services or “downtime” due to, but not limited to: i) server failure; ii) Internet weather (or other Internet/ISP problems beyond the control of Birdview); iii) processor downtime; iv) routine or emergency maintenance; or v) any other technical difficulties which may occur in the day-to-day operations of Internet websites including the loss of sales and traffic statistics. Birdview but shall not be obligated to, provide assistance and/or alerts to Affiliates regarding such conditions.

The term of this Agreement will begin upon Birdview’sapproval of Affiliate’s application and the subsequent execution of this Agreement and will end when terminated by either party, or as otherwise described herein. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon such notice, Affiliate agrees to promptly destroy or return to Birdview any and all artwork or other proprietary material pertaining to Birdview in Affiliate’s possession or control. Furthermore, Affiliate shall immediately remove from any and all Affiliate sites any and all Birdview marks, Links and references to any of Birdview’s sites. If this Agreement is terminated by Birdview due to a violation of the terms of this Agreement, Affiliate understands that it shall not be 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, Affiliate acknowledges that it shall only be eligible to earn a commission on sales occurring during the term of the Agreement.

Birdview reserves the right to terminate this Agreement with any Affiliate whose chargebacks exceed 5% of their sign up ratio.

Birdview and/or the Affiliate may terminate this Agreement for any reason with three month notice to the end of each month.

Birdview may terminate this Agreement upon good cause with immediate effect. A good cause within the meaning of this section 6.2 may be Affiliates banners and/or other promotions within the Brokerbabe network, including Birdview’s sites as well as Affiliates’ sites which may be used by the enduser contains objectionable material, including but not limited to a) unlawful or harmful content; b) threatening or defamatory content; c) a site that facilitates or promotes illegal activity; d) a site that promotes fraudulent or unethical business practices; e) if the site promotes discrimination based on race, sex, religion, nationality, disability or age; f) incorporates or displays any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property right; g) a site that promotes “warez,” adult passwords, rape, bestiality, or child pornography.

With the exception of certain verified opt-in mailings, Birdview prohibits any form of unsolicited bulk emailing (commonly referred to as “spamming”) by any Affiliate, either related or unrelated to Birdview. Affiliate’s participation in verified opt-in mailings shall only be permitted upon prior written consent of Birdview. For the purpose of this Agreement, spamming also includes any similar, abusive behavior including, but not limited to automatically sending scripted text (and website URL) disguised as “chat” into any third party chat room, bulletin board or website. Any report of Affiliate spamming will be investigated immediately, and Birdview may, in its sole discretion, suspend the account of the Affiliate in question pending the review or investigation of the reported spamming. Birdview will terminate any Affiliate found, in its sole discretion, to have engaged in this prohibited behavior, and the termination provisions above will apply. Birdview reserves the right to take any other action it deems necessary in this regard, and further reserves the right to change these standards from time to time, to be effective upon notice to Affiliate. Affiliate’s placement of Links and promotion of Birdview shall at all times accurately reflect the nature of Birdview’s website. Any misleading or blind links may, in Birdview sole discretion, be considered a violation of the terms hereof.

This Agreement may be amended or modified only by a written document signed by both parties hereto. Each party shall have the right to enforce the provisions of this Agreement in strict accordance with its terms. The failure of either party at any time to enforce its rights hereunder strictly in accordance with the same shall not be construed as having created a custom contrary to the specific provisions hereof or as having in any way modi-fied or waived same.

This Agreement sets forth and constitutes the entire agreement and understanding between Birdview and Affiliate with respect to the subject matter hereof, and it supersedes all previous oral or written communications, representations, or agreements between the parties concerning the subject matter hereof.

The respective rights and obligations of the parties set forth in this Agreement shall indefinitely survive the expiration or termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

All disputes arising out of this contract or related to its violation, termination or nullity shall be finally settled under the Rules of Arbitration and Conciliation of Switzerland by a single arbitrator appointed in accordance with these Rules. The arbitration shall take place in Obwalden, Switzerland. The language to be used in the arbitral proceedings shall be English.