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Affiliates Contract

Parties to the Contract

(1)Webstream Limited of Suite 48, 88-90 Hatton Garden London EC1N 8PN (Webstream).

(2)The Affiliate

Background

(A) Webstream carry on the business of provision of adult services including, but not limited to, web design and management, Affiliate marketing systems design and management, internet payment systems management, photography and videography. Webstream have contracts with a number of Agents to manage the promotion, marketing and sale of their Adult content media and subscriptions.

The Parties agree that:

1.DEFINITIONS

1.1.The following words and phrases have the following meanings:

  Affiliatethe party or parties agreeing to enter into the contract with Webstream

  Business Daya day other than a Saturday, a Sunday or a public holiday in England and Wales;

  Confidential Informationall information of a confidential nature (however recorded or preserved) concerning this Contract, a Party (or former Party) or their respective businesses (including details of customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software) and the terms of this Contract;

  Continuing Partiesthose persons who, on a change of Parties, continue as Parties;

  Current Accounta Parties current account maintained according to clause 7.1;

  Exit Datethe date of the completion of a notice period a Party has given to Terminate and remove their obligations under this contract;

  Partythe Party as long as they remain a party and all other people who are or become parties to this Contract at any time;

  Partiesthe agreement formed and carried out by the Parties as set out in this Contract;

  Parties Accountseach party is responsible for producing their own accounts for income and expenditure and or sales.

1.2In this Contract, unless the context means a different interpretation is needed:

 1.2.1including means "including without limitation";

 1.2.2words denoting the singular include the plural and vice versa, and words denoting any gender include all genders;

 1.2.3a person includes firms, companies, government entities, trusts and partnerships;

 1.2.4a party or parties means a party to this Contract and includes its assignees and successors in title and, in the case of an individual, to their estate and personal representatives;

 1.2.5reference to a clause or Schedule is to a clause or the Schedule of or to this Contract (and the Schedule forms part of this Contract);

 1.2.6reference to a statute or statutory provision includes any modification of or amendment to it, and all statutory instruments or orders made under it; and

 1.2.7reference to writing or written includes faxes and email but not any other type of electronic communication.

 1.2.8"We", "us", "our", and "PRP" means Webstream Ltd trading as PaulRaymond.xxx;

 1.2.9"You", "your" and "Affiliate" means the party, other than PRP, entering into this Contract and participating in the PRP Affiliate Program.

1.3The headings in this Contract are for convenience only and do not affect its meaning.

2.NON-EXCLUSIVITY

2.1This Agreement does not create an exclusive agreement between the parties. Both parties will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3.PRP/AFFILIATE RELATIONSHIP

3.1PRP and the Affiliate are separate entities and will not represent themselves to be a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose.

3.2No Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another Party, or to bind another party in any way.

3.3The Affiliate is not an employee of PRP. All tools, materials and support (other than that specifically described in this Agreement) shall be provided by the Affiliate.

3.4The Affiliate is responsible for all Internet access, computer equipment, modems, software, and other necessary requisites that are required to function as an Affiliate.

4.COMMENCEMENT DATE AND DURATION

4.1The contract shall begin from the date of sign up.

4.2The Contract shall continue until such time it is terminated under clause 9.

5.CUSTOMER TRANSACTIONS

5.1We will pay you Commission for each new Customer who completes a Customer Subscription Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission according to the terms of this Contract.

5.2Affiliates are not eligible to receive Commission or any other compensation by PRP from customer transactions for other Products.

5.3The start of the Customer's subscription is determined by the date of the first purchase of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service.

5.4Subject to clause 5.5, PRP will continue to pay Affiliates commission for subsequent monthly Subscriptions purchased by the new customer for the lifetime of those payments or until this contract is cancelled.

5.5If an Affiliate lead customer discontinues paid subscriptions for a period in excess of three months from the last subscription payment made, the Affiliate lead will expire and no further commission payments will be made.

6.TRANSACTION ELIGABILITY AND VALIDATION

6.1Commission payments are only valid for Customer Transactions that derived from Affiliate Leads generated via the Affiliate Link that is made available to the Affiliate and are accepted by PRP.

6.2An Affiliate Lead will be considered valid and accepted if, in our reasonable determination, it is a new customer to PRP and is not, at the time of submission, one of our pre-existing customers, or involved in our active sales process.

6.3An Affiliate Lead will be considered invalid if the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any clauses within this contract, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Marketing Affiliate Program.

6.4In competitive situations with other affiliates, PRP may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion.

6.5An Affiliate Lead is not considered valid if the first click on the Affiliate Link is after this Contract has expired or terminated.

6.6Once PRP has received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between PRP and an Affiliate Lead will be at PRP's discretion.

7.COMMISSION PAYMENT REQUIREMENTS

7.1In order to receive payment under this Agreement, you must have

 7.1.1agreed to the terms of this Contract (generally completed through the Affiliate Tool);

 7.1.2completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions;

 7.1.3have a valid and current recognised Bank Account and updated the Affiliate Tool with the required Bank details;

 7.1.4completed any and all required tax documentation in order for PRP to process payments due to you.

8.COMMISSION PAYMENTS

8.1The Commission amount payable is in accordance with the Payments schedule.

8.2PRP will pay the Commission amount due to you within five working days after the end of each month for any valid and eligible Commission amounts, in accordance with clause 6, that are due to you.

8.3PRP will determine the currency in which we pay the Commission, as well as the applicable conversion rate.

8.4Subject to clause 8.3 and with prior agreement, PRP is able to transfer Commission payments due in most major currencies with the conversion rate prevailing on the day of transfer subject to the fees payable in accordance with the Payments schedule.

8.5You are responsible for payment of all taxes applicable to the Commission.

8.6All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. This includes, but not limited to, fraudulent transactions, charge backs and customer refunds.

8.7Under notice to you, we reserve the right to alter or change the Commission amount.

9.CONTRACT TERMINATION

9.1This Contract will apply for as long as you participate in the Affiliate Program, until terminated.

9.2Both you and PRP may terminate this Contract on thirty days written notice to the other party without cause.

9.3If PRP update or replace the terms of this Contract, you may terminate this Contract on five days written notice to us, provided that you send us written notice within ten days after we send you notice of the change.

9.4PRP may terminate this Agreement;

 9.4.1upon thirty days' notice to you of a material breach of this Contract if the breach is not remedied by the end of the notice period;

 9.4.2upon fifteen days' notice to you of non-payment of any amount due to us if the amount remains unpaid by the end of the notice period;

 9.4.3immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;

 9.4.4immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

9.5Apart from Termination under clauses 9.4.3 and 9.4.4, Termination of this Contract, shall not affect our obligation to pay you a Commission, providing that the related payment by the Customer Transaction is received on or before the end of the Termination notice period.

9.6Payment of commission due for valid Customer Transactions received during the Termination notice period will be paid to Affiliates after a period of three months from the Exit Date less payment fees and any clawbacks or refunds.

9.7Except as expressly set out in clause 9.6, Affiliates are not eligible to receive a Commission payment after Termination of this Contract regardless of whether you would have otherwise been eligible to receive Commission prior to the date of Termination.

9.8Upon Termination of the Contract, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program.

9.9Upon Termination of this Contract you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, Termination of this Contract shall not cause a Customer's subscription agreement to be terminated.

10.REPRESENTATIONS AND WARRANTIES

10.1You represent and warrant that;

 10.1.1you have all sufficient rights and permissions to participate in the Affiliate Program and to provision PRP with Affiliate Lead's for our use in sales and marketing programs or as otherwise described in this Contract;

 10.1.2your participation in this Affiliate Program will not conflict with any of your existing contracts, agreements or arrangements;

 10.1.3you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are an PRP Affiliate on any website(s) you own where you make an Affiliate Link available;

 10.1.4you, as the operator of Your Affiliate Site, warrant and represent that You own or operate one or more lawful, and otherwise valid Internet website(s), or have lawful access to a user-controlled area of a third party website;

 10.1.5you warrant that You are the sole owner of any and all necessary rights, title, and interest to any content contained on Your Affiliate Site, and that Your Affiliate Site is free of claims to the content by third parties;

 10.1.6you warrant that your website(s) do not depict or contain content of any persons under the age of 18;

 10.1.7you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads including passwords to member only sites;

 10.1.8you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited;

 10.1.9you will not attempt to mask the referring URL information;

 10.1.10You may not circumvent, nor attempt to circumvent, any age verification device implemented by the Operator which restricts access to the Program Sites, or any screen requiring users to enter their birth date and/or requiring agreement to the Operator's User Agreement, i.e., "Terms & Conditions."

 10.1.11You shall not use any material that contains "Trojan Horses," viruses, or the like, which cause or have the potential to cause damage to any computer or programs, regardless of the intent. You will be solely responsible for any damage caused by these destructive materials, and the use of such materials will result in your termination from this Program.

 10.1.12you will not use your own Affiliate Link to purchase PRP products for yourself.

11.INDEMNIFICATION

11.1You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of;

 11.1.1your participation in the Affiliate Program;

 11.1.2your use of the Affiliate Tool;

 11.1.3our use of the prospect data you provided us;

 11.1.4your noncompliance with or breach of this Contract;

 11.1.5our use of the Affiliate Marks.

11.2We will notify you in writing within thirty days of our becoming aware of any such claim, give you sole control of the defence or settlement of such a claim and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim.

11.3You shall not accept any settlement that;

 11.3.1imposes an obligation on us;

 11.3.2requires us to make an admission;

 11.3.3imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

11.4Affiliates shall indemnify and keep indemnified PRP from and against all payments made by PRP to financial institutions or customers incurred from obligatory refunds, fraudulent transactions or clawbacks.

12.DISCLAIMERS AND LIMITATIONS OF LIABILITY

12.1We and our affiliated companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the PRP products, PRP content, the affiliate program or the affiliate tool for any purpose.

12.2Application programming interfaces (API's) and the affiliate tool may not be available at all times.

12.3To the extent permitted by law, the PRP products and affiliate tool are provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind with regard to the PRP products and the affiliate tool including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

12.4To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.

12.5If, notwithstanding the other terms of this agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the twelve month period preceding the event giving rise to a claim.

12.6Cookies used as part of this affiliate program have a 30 day duration. If a potential customer clears their cookies during this period, PRP shall not be liable for any commissions that may have been owed to you.

13.ACCOUNTANTS, ACCOUNTS AND RECORDS

13.1PRP will ensure that accounting records are kept giving a true and fair view of the income and expenditure generated from the Affiliates business conducted through PRP.

13.2Each Affiliate is solely responsible for their own accounting and production of accounts. The obligations of PRP are limited to providing details of gross income, and net income after fees and any agreed refunds or clawbacks from financial institutions on behalf of their customer.

14.INTELLECTUAL PROPERTY

14.1No license to any software is granted by this Contract. The products and content are protected by intellectual property laws. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the PRP Content, or the PRP Products in whole or in part, by any means, except as expressly authorised in writing by us.

14.2PRP retains all proprietary and licensed rights on behalf of their Agent's for images, videos and DVD's and any other content that is owned by them or PRP now and in the future.

14.3All internet and physical computer based systems developed by PRP are copyright, solely licensed and owned by Webstream Limited. The PRP website and the Affiliate marketing software, design, jquery, php, and MySql scripts used to build the website and the Affiliate marketing program are and will always remain the property of Webstream Limited and cannot be shown or given away.

15.ENTIRE AGREEMENT

15.1This Contract contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Contract. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

15.2Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

16.ASSIGNMENT

 No party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Contract without the prior written consent of the other party or parties.

17.VARIATION

 We may update and change any part or this Contract, including by replacing it in its entirety. If we update or change this Contract, the updated Contract will be made available to you via the Affiliate Tool and we will let you know by email. The updated Contract will become effective and binding on the next business day after we have notified you. When we change this Contract, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Contract periodically. If you do not agree to the update, change or replacement, you can choose to terminate this Contract as described in clause 9. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

18.NOTICES

18.1Any notice given to PRP under or in connection with this Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other express delivery service at PRP's address as set out at the beginning of this Contract or by Email to the Email address as set out at the beginning of this contract or by Fax to the telephone number as set out at the beginning of this contract (all as may be changed by notice given to the other party by PRP).

18.2Any notice shall be deemed to have been received from the Affiliate:

 18.2.1if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

 18.2.2if sent by pre-paid first-class post or other express delivery service, at 9.00 am on the fifth Business Day after posting or at the time recorded by the delivery service;

 18.2.3if sent by Email with confirmation of 'read receipt';

 18.2.4if sent by Fax and receipt acknowledged by PRP.

18.3PRP may give electronic notices specific to the Affiliate by email to the e-mail address(es) on record in our Affiliate account information. PRP may also give notice to Affiliates by telephone calls to the telephone numbers on record in our Affiliate account information.

19.THIRD PARTY RIGHTS

 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and no third party will have any right to enforce or rely on any provision of this Contract.

20.SEVERANCE

 If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract will not be affected.

21.GOVERNING LAW AND JURISDICTION

21.1This Contract and any non-contractual obligations arising in connection with it will be governed by and interpreted in accordance with the laws of England and Wales.

21.2All disputes arising under or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

21.3You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws (including without limitation laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to PRP, our customers, or to the public.

22.EEA DATA PROTECTION AND SECURITY

22.1This clause sets out the terms that apply between PRP and the Affiliate when processing EEA personal data in connection with the marketing Affiliate program.

22.2The following definitions apply:

 22.2.1"controller," "processor," "data subject," and "processing" (and "process") shall have the meanings given to them in applicable data protection law;

 22.2.2"applicable data protection law" means any and all applicable privacy and data protection laws and regulations applicable to the personal data in question, including, where applicable, EU data protection law (in each case, as may be amended, superseded or replaced from time to time);

 22.2.3"EU data protection law" means: the EU general data protection regulation (regulation 2016/679) ("GDPR"); and the EU e-privacy directive (directive 2002/58/EC) and any national data protection laws made under EU data protection law

 22.2.4"personal data" means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable data protection law.

22.3The parties acknowledge that in connection with the marketing affiliate program, each party may provide or make available to the other party personal data. Each party shall process such data only for the purposes described in this agreement and/or as may otherwise be permitted under applicable data protection law.

22.4Each party will process the copy of the personal data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt, PRP shall be an independent controller of any personal data that it receives or shares with the Affiliate in connection with the marketing affiliate program.

22.5Each party shall separately comply with its obligations under applicable data protection law when processing personal data. Neither party shall be responsible for the other party's compliance with applicable data protection law. In particular, each party shall be individually responsible for ensuring that its processing of the personal data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of applicable data protection law.

22.6Where applicable data protection law in the European Economic Area ("EEA"), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this clause, the "EU'), applies to the personal data ("EU personal data"), neither party shall process any EU personal data (nor permit any EU personal data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with applicable data protection law. To the extent a marketing Affiliate transfers EU personal data to PRP and PRP is located in a territory outside the EU that does not provide adequate protection for personal data (as determined by applicable data protection law), PRP agrees to abide by and process such EU personal data in accordance with the standard contractual clauses for controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/en/txt/?uri=celex%3a32004d0915 (as amended, superseded or updated from time to time) ("model clauses"), which are incorporated by reference in, and form an integral part of, this clause. PRP agrees that it is a "data importer" and the marketing Affiliate is the "data exporter" under the model clauses (notwithstanding that PRP may be an entity located outside of the EEA).

22.7Each party shall implement and maintain all appropriate technical and organisational measures to protect any copies of the personal data in their possession or control from accidental or unlawful destruction, and loss, alteration, or unauthorised disclosure or access (a "security incident") and to preserve the security and confidentiality of such personal data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU data protection law/applicable data protection law.

22.8The Customer retains the right to access and use the Customer portal associated with the PRP Products. For the avoidance of doubt, the Customer will own and retain all rights to the Customer Data.

23.FORCE MAJEURE

23.1in the event that either party is unable to perform any of its obligations under this agreement or to enjoy any of its benefits due to any 'act of god', strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, third party malicious system attacks or any other reason where failure to meet the obligations is beyond the reasonable control of either party, notice will be given immediately to the other party and use their best efforts to resume their obligations as soon as is reasonably possible.

PAYMENTS SCHEDULE

Monthly payments percentage paid to PRP and Affiliates for valid subscription sales

Income generated from Affiliate sales of subscriptions less 10% payment and transaction fees less a currency transfer fee of $10 (USD) (or equivalent in another elected payment currency)
Remaining balance to be shared in the following percentages subject to rounding:

Affiliates profit share50%
PRP profit share 50%

It should be noted and is agreed that:

  1. Payments in accordance with the percentages above will be made to Affiliates during the first 5 business days of each month.
  2. Payments are made net of any refunds, clawbacks or fraudulent claims.
  3. Affiliates payments are only paid from income generated through the PRP website.
  4. Payment fees are automatically deducted by the contracted financial institution.
  5. Transaction fees are billed by the contracted financial institution and paid by PRP each quarter.
  6. Affiliates commission Payments will be made in US dollars, or other currency which has been agreed, at the prevailing exchange rate set by the Exchange Broker on the day of transfer.
  7. Affiliates commission Payments due of less than $100 will be held back until such time as the payments due total more than $100.
  8. PRP will notify Affiliates of any increases in payment and transaction fees levied by the financial institutions.

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