Online Affiliate Partners Terms and Conditions (RHF Productions Limited)

The terms and conditions set out herein shall form a binding legal agreement ("Agreement") between RHF Productions Limited (hereinafter, "We", "Us" or "Our") and You ("You" or "Your").

To become an affiliate of Our Online Affiliate Partners programme whereby users of Your Website may be linked through to Our Website and become subscribers of Our services and/or You refer potential affiliates to this programme to Us ("Programme") You must read and agree to all the terms and conditions in this Agreement.

You acknowledge and agree that by joining the Programme You will be bound at all times by all the terms and conditions in this Agreement.

Your Rights

We hereby grant You on the terms and conditions set out in this Agreement:

The right, on a non-exclusive basis, to refer, direct, or forward users or visitors of Your Website to Our Website by placing on Your Website promotional signs and other materials including but not limited to advertising, photographic, video and audio content, as created by Us and provided to You pursuant to this Agreement ("Promotional Signs"), such Promotional Signs shall always incorporate a hyperlink which exclusively directs users who click on the Promotional Signs through to Our Website's subscription sign up page, or, in the case of potential affiliates of the Programme, to the Online Affiliate Partners website sign up page.

The right, on a non-exclusive basis, to direct, refer or forward potential affiliates of the Programme to Us via Your Website using a Promotional Banner to the Online Affiliate Partners website sign up page or by You contacting Us directly via email.

For the purposes of clauses 1 (a) and (b), a non-exclusive, non-transferable, revocable limited licence to retrieve and download from the Online Affiliate Partners website Our Promotional Signs for use on Your Website for the exclusive purpose of directing, referring or forwarding users or visitors of Your Website to Our Website or directing, referring or sending potential affiliates of the Programme to Us via Your Website to the Online Affiliate Partners website sign up page as the case may be. The licence herein granted shall automatically and immediately terminate upon the termination of this Agreement.

For the purposes of this Agreement "Your Website" means the Website You submitted in the sign up page on the Online Affiliate Partners website or any other websites owned, operated or controlled by You which we approve in writing, and "Our Website" means the Website owned, operated or controlled by Us which We have included in the hyperlink of the Promotional Signs and which We may change from time to time in Our sole discretion.

Intellectual Property Rights

You acknowledge that any and all trade names, trademarks, domain name registration rights, copyrights, and other intellectual property rights owned from time to time by Us or any of our group companies being any company which is ultimately controlled by Portland Media Group UK Limited, including but not limited to the "Online Affiliate Partners" logo, trade name and trade mark and all Promotional Signs, are and shall remain at all times Our sole property.

If during the currency of this Agreement any new trade names, trademarks, or materials to which copyright attaches are created or adopted, You hereby expressly acknowledge that the same shall be and at all times remain Our sole property and that the provisions of this clause 3 shall apply to such automatically.

You shall not during the term of this Agreement or at any time after the expiration or termination of this Agreement, in any way dispute or question the ownership of our rights set out in clauses 2(a) or (b).

You may not alter, change, modify, copy, reproduce, broadcast, distribute, transmit, disseminate, assign, transfer, sell or offer for sale at any time, in any manner, anywhere in the world any of Our intellectual property, including but not limited to Our Promotional Signs, unless expressly authorised by Us in writing. For the avoidance of doubt, save for the rights expressly granted in this Agreement, nothing in this Agreement shall be construed as a grant or assignment to You of any rights in any of Our intellectual property, including, without limitation, any of Our trademarks or service marks.

Warranties

In consideration of the Programme Benefits provided to You by Us, You acknowledge, agree, represent and warrant that:

You are a person of at least eighteen (18) years of age;

You are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights (including domain name registration rights) to Your Website.

Your participation in the Programme including but not limited to Your use of the Promotional Signs described in this Agreement complies with all local laws, rules, regulations and codes as applicable.

You shall not use any form of mass unsolicited electronic mail solicitations, IRC posting, newsgroup postings, password selling or trading, wares, or any other form of "spamming" as a way to promote Your Website or for the purpose of referring, directing or forwarding visitors or users to Our Website. You further acknowledge and agree that breach of this warranty shall entitle Us in Our sole and exclusive judgment and without notice to immediately terminate this Agreement and forfeit all fees otherwise due to You and bar you from ever participating in the Programme again in the future;

You shall not copy or reproduce, change, alter or modify, broadcast, transmit, distribute or disseminate any Promotional Signs in whole or in part, in any manner, at any time anywhere in the world except as expressly authorised by Us in writing;

You shall only use the Promotional Signs and no other promotional signs, banners, pictures or images that have not been provided by or pre approved by Us in writing to promote Our Website, Our business, Our services or the Programme;

if Your participation in the Programme is terminated or ceases for any reason or You change Your Website's URL without Our prior written consent, You shall immediately cease to use all

Promotional Signs and any and all other materials provided to You by Us or owned by Us and remove all such Promotional Signs or other materials, including any references to Us or Our business, Our services, Our Website or the Programme whatsoever, from Your Website and return all copies of the Promotional Signs and other materials provided by, or owned by, Us and erase any electronic copies of the Promotional Signs and other materials and, if requested by Us, certify to Us that this has been done.

You shall indemnify and hold Us and Our officers, sub-contractors, agents, directors and employees and any of Our group companies being any company which is ultimately controlled by Portland Media Group UK Limited harmless from and against all claims, losses, damages, liabilities, costs and expenses (including all legal fees and related costs) arising out of any breach of this Agreement or other act or omission by You.

all Your warranties, indemnities and obligations, which by their nature are designed to survive termination of this Agreement, shall survive beyond the expiry or termination of this Agreement.

Content and Responsibility of Your Website

You acknowledge and agree that We shall have no control nor ownership interests of any kind in Your business or Your Website.

You shall be solely responsible for any legal liabilities or consequences resulting from the distribution, broadcast or dissemination of any content on or through Your Website except for that content which is supplied to You by Us, provided that said content supplied to You by Us has not been altered or modified by You or any other party in any way.

You agree and acknowledge that You shall not include on Your Website, or link to from Your Website, any of the following material that contains the Promotional Signs or mentions Us, Our business or Our Website (or, directly or indirectly, link any of the following material to Our Website through any hyperlinks created or maintained on Your Website):

material not fully in compliance with any applicable laws, rules, codes and regulations;

material depicting bestiality, incest, torture or rape or where participants may not have consented to participation;

material which is transmitted or displayed in a way as to constitute harmful matter or indecent communications to minors;

any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;

any material which constitutes child pornography or material which depicts nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than eighteen (18) years of age), or by a performer who is made to appear or portrayed to be a person under the age of eighteen (18) years of age by virtue of their make-up, the script, their demeanour, the costuming or setting or by any other element. The material mentioned and prohibited in this sub clause (v) shall include the use of the term 'Lolita' for any purpose in any manner including, but not limited to, within any meta tags;

any material which is threatening, abusive, racially offensive, hateful or defamatory of any person or entity;

any material which constitutes an infringement, violation or misappropriation of any third party's intellectual property rights including but not limited to infringement, violation or misappropriation of trade mark rights, patent rights, copyrights, rights of publicity, personal property rights, privacy rights, confidentiality rights or any other rights; or

any file, programme, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless of whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of files, data or programmes or inconvenience to any person.

Programme Benefits

For each person who either:

becomes a subscriber of Our services via Our Website ("subscriber referral") and who has been tracked and verified as a "subscriber referral" to Our Website from Your Website; or

becomes an affiliate of the Programme through a referral by You ("affiliate referral") via email or by being tracked and verified as an "affiliate referral" to the Online Affiliate Partners website from Your Website,

We shall pay You a fee for such subscriber referral or affiliate referral as set out here here

A "subscriber referral" or "affiliate referral" which entitles You to a fee shall be defined as:

a person who has been directed from Your Website to Our Website in the case of a subscriber referral, or the Online Affiliate Partners website in the case of an affiliate referral, through the use of a hypertext transfer link residing on Your Website which is in the form of a Promotional Sign which automatically connects any person who clicks on said Promotional Sign to Our Website or the Online Affiliate Partners website as the case may be, and such person who after having been directed to Our Website or the Online Affiliate Partners website as the case may be signs up to and successfully becomes a subscriber of Our services or an affiliate of the Programme as applicable; or

a person who You refer to Us via email and successfully becomes an affiliate of the Programme.

For the avoidance of doubt, You shall not be entitled to a fee for any person that leaves Our Website or the Online Affiliate Partners website as the case may be after having been directed and transferred there through the hyperlink Promotional Sign on Your Website, without becoming a subscriber to Our services or an affiliate of the Programme as the case may be, even if at some later point in time that same person returns to Our Website or the Online Affiliate Partners website as applicable, not through the Promotional Banner on Your Website, and at that later point of time becomes a subscriber to Our services or an affiliate of the Programme as the case may be.

You acknowledge and agree that:

You shall not be entitled to a fee for a subscriber or potential affiliate of the Programme who You directed or referred to Our Website or the Online Affiliate Partners website as the case may be in violation of the terms and conditions of this Agreement, or for any subscriber or potential affiliate of the Programme who does not fall within the definition in clause 5(b) or who is expressly excluded under the terms of this clause 5;

You shall not be entitled to a fee from Us for any subscriber referral or affiliate referral which We determine in Our sole and exclusive discretion to have been a referral that is a result of fraudulent action, including but not limited to, where there are multiple subscriptions from a single IP address within a short period of time, where there are sequential or multiple subscriptions under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers, or where there is a pattern of "bursting subscriptions" characterised by numerous subscriptions from Your Website in a relatively short time span (the "bursting period"), where there has typically been history of few subscriptions from Your Website before or after the bursting period. You further acknowledge and agree that We shall be entitled to in Our sole and exclusive discretion, modify or expand, at any time, what We determine to be possible fraudulent action.

notwithstanding the foregoing, We shall have the right to withhold any and all payment to You if the percentage of the total subscriptions which have been referred to Us through Your Website and are subject to chargebacks exceeds 25%, until such time as We have adequately determined, in Our sole and exclusive judgment, whether such chargebacks are genuine. If in Our sole and exclusive judgment We decide that the chargebacks are not genuine, We reserve the right to deny all payment to You and may terminate You from the Programme.

No Warranties

You acknowledge and agree that We make no express or implied warranties or guarantees of any kind with respect to the Programme or materials (including without limitation Promotional Signs) provided by, through or in association with the Programme, and the Programme and all such materials provided to You are on an "as is" and "as available" basis, and that participation in the Programme and associated materials, is solely at Your risk. We disclaim all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Programme and any and all materials of every kind supplied to You as part of this Programme to the maximum extent allowable by law.

We do not warrant that participation in the Programme will be uninterrupted, timely, secure or error free.

Limitation of Liability

You acknowledge and agree that under no circumstances shall We, Our employees, independent contractors, authors, agents, representatives, assigns and successors or any of Our group companies being any company which is ultimately controlled by Portland Media Group UK Limited be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind including, without limitation, damages for loss of business profits or information, business interruption or other incidental or consequential damages or any other pecuniary loss) in connection with Our Website or the Online Affiliate Partners website (including but not limited to any link to Our Website or the Online Affiliate Partners website via the Promotional Signs), Our services or Your use or inability to use the Promotional Banner or due to any mistakes, omissions, delays, errors or interruptions in the transmission of the Promotional Signs including without limitation any losses due to server problems or due to incorrect placement of HTML.

Notwithstanding the foregoing express limitation of Our liability, You acknowledge and agree that should We, Our officers, employees, successors, or assigns or any of Our group companies being any company which is ultimately controlled by Portland Media Group UK Limited be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in the Programme, that the total amount of Our liability to You shall not exceed a total of 5% of the fees referred to in clause 5.

Notwithstanding the generality of this clause 7, nothing in this Agreement shall exclude or restrict Our liability for death or personal injury resulting from Our negligence, or for fraud.

Financial Interests

You acknowledge and agree that You shall have no financial or other interest in Us or any property owned by Us, Our affiliates, agents, successors or assigns or any of Our group companies being any company which is ultimately controlled by Portland Media Group UK Limited.

No Representations Of Success Or Profitability

You hereby agree and acknowledge and confirm that:

You have independently decided to enter into a business that provides internet service and that it such a business can be high risk;

We, nor any of Our representatives or agents, nor any other person has at any time represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other communication of any kind regarding the likelihood of success or potential profitability of Your participation in the Programme as set forth in this Agreement or otherwise or the possibility or likelihood that You participating in the Programme pursuant to this Agreement can or will result in the recovery of any monies spent by You in the promotion of Your Website or any other purpose; and

the success of any business which involve You participating in the Programme pursuant to this Agreement, like any other business endeavour, is subject to numerous factors and that the ultimate success or failure of Your business rests with You and not Us.

Termination

You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the Programme may be terminated by Us, in Our sole and exclusive discretion, at any time, by notice to You by email or via the www.onlineaffiliatepartners.com website and such termination may be for whatever reason.

Subject to clauses 3(d) and 5(b), in the event that this Agreement or the Programme is terminated by Us, You shall be entitled to all unpaid fees earned by You prior to the date and hour of termination. However, You shall not be entitled to receive any fees for any referrals delivered or received after the date and time of termination.

You may terminate this Agreement at any time by notifying Us by e-mail at "adam.taylor@portlandtv.co.uk" or such other email that We notify to You from time to time of Your wish to terminate. Such notice of termination shall take effect as soon as We send an email to You in reply acknowledging receipt of Your email notice of termination.

Assignment

You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any Programme Benefits hereunder may be assigned by You to any other person or entity without Our prior written consent.

You agree that We may at any time, and without prior notice to You, freely assign all or part of its duties, obligations and benefits hereunder.

Amendments

You agree that We may at any time, in Our sole and exclusive discretion, modify the Programme, the type, amount of and quality of Programme Benefits provided to You, or any terms and conditions of this Agreement upon e-mail notice to You or by posting at the Online Affiliate Partners information web address location.

You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless it is in writing and signed by one of Our duly authorised representatives.

Entire Agreement

This Agreement constitutes the entire agreement between You and Us with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral in respect of the subject matter hereof.

No Waiver

You acknowledge and agree that the failure of Us to enforce any of the specific provisions of this Agreement shall not act as a waiver or otherwise preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

Remedies Cumulative

Except as otherwise expressly provided by this Agreement, all rights and remedies available to You or Us under or for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one right or remedy shall not be, nor be deemed to be, an election of such right or remedy to the exclusion of other rights and remedies.

Severability

In the case that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

No Partnership/Agency

Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Us, nor shall anything in this Agreement be construed as constituting or creating any agency, joint or collaborative venture, employment relationship or partnership between You and Us, Our employees, agents or assigns. You further acknowledge and agree that You shall not have any authority to bind Us or to enter into a contractual relationship on Our behalf or to hold Yourself out to others as having such authority.

Review By Your Legal Counsel

We strongly recommend that You review this Agreement in consultation with Your legal counsel before You enter into this Agreement. You acknowledge and agree that nothing in this Agreement and no statement by Us or any employee, representative, agent or other person associated with Us has in any way prevented or inhibited You in any way from seeking such legal advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent legal counsel with respect to this Agreement and all transactions associated herewith.

Acceptance And Execution Of This Agreement

By clicking on the "JOIN" or "SUBMIT FORM" button (as the case may be) on the Online Affiliate Partners sign-up page, and by supplying Us with all the required information to sign You up to the Programme, You are acknowledging that You agree to all of the terms and conditions in this Agreement.

Law and Jurisdiction

This Agreement shall be governed, constructed and shall take effect in accordance with the laws of England and Wales and the English courts shall have exclusive jurisdiction to deal with any dispute which arises under it.