PDV Affiliates Terms and Conditions:

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this licence.

1.2 Clause and schedule headings do not affect the interpretation of this licence.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this licence.
1.4 In the event and to the extent only of any conflict between the clauses and the schedules, the clauses shall prevail.
1.5 Words in the singular include the plural and those in the plural include the singular.
1.6 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 References to including and include(s) mean respectively including without limitation and include(s) without limitation.
1.8 A person includes a corporate or unincorporated body.
1.9 Writing or written includes faxes and e-mail.

2. GRANT OF LICENCE
2.1 Subject to clause 2.1, during the term of this licence, PDV grants to the Affiliate an exclusive licence to generate opted in data for the agreed campaigns in return for the payment by PDV of the Fees as set out in the Campaign Agreement.
2.2 During the term of this licence, the Affiliate agrees that it shall not:
(a) grant distribution or publication rights to any of the campaign to any Competitor of PDV including through a direct data feed, co-branding or premium placement arrangement; or
(b) advertise or promote the Content on or in connection with any Competitor of PDV; or
(c) license any of its Marks for use on the website of any Competitor of PDV.

3. PARTIES' RESPONSIBILITIES
3.1 The Affiliate shall ensure that any call center scripts or any other materials shall be used in accordance with the Campaign Agreement.
3.2 The reselling of data collected on behalf of PDV shall be prohibited unless otherwise stated in the Campaign Agreement.
3.3 PDV shall deliver the campaign details to the Affiliate at least 48 hours prior to the proposed start date of the campaign(s).
3.4 The Affiliate shall be responsible for the accuracy and completeness of the Content.
3.5 The Affiliate shall comply with the details specified in the Campaign Agreement.
3.6 A commission will only be paid per successful data post in accordance with the Campaign Agreement. Individual campaign requirements may be agreed between the two parties in relation to data returns from the end client.
3.7 Commissions due and owing to the Affiliate will be paid to the Affiliate on the receipt of a valid and accurate invoice.
3.8 Subject to complying with the Validation Criteria in accordance with the Campaign Agreement (each a “Valid Lead” and together shall be referenced as the “Validation Criteria”) and PDV will pay commission if the following Validation Criteria is met. A Valid Lead should only be considered as a Valid Lead in accordance with the Validation Criteria. PDV shall be permitted to reject any leads which do not comply with the Validation Criteria and such leads shall not be eligible for commission payment. The commission for Valid Leads will be paid in accordance with PDV Campaign Agreement. For the avoidance of doubt, any leads obtained through any call center or other telemarketing activity shall be considered as an invalid lead. The Validation Criteria will be evaluated by PDV within a 30 day period from the calendar month end (the “Validation Period”). PDV will revert to you within the Validation Period once the Validation Criteria has been established by PDV.
3.9 Provision of inaccurate or incomplete information to PDV concerning the Affiliates identity, payment details, address or other required information will not be processed for payment by PDV;
3.10 Attempts to cheat, defraud or mislead PDV in any way will not be processed for payment by PDV;
3.11 Misrepresenting to the public the terms and conditions of PDV sites or the Affiliate Sites will not be processed for payment by PDV;
3.12 Any false data sent to PDV by the Affiliate will not be processed for payment by PDV.
3.13 PDV shall only process payment for Net Names supplied.
3.14 PDV may modify any of the terms and conditions contained in this Agreement, at any time and in PDV’s sole discretion. Notice of any change by e-mail, to an Affiliates address on PDV records, or the posting on PDV’s site of a change notice of a new agreement, is considered sufficient notice for notifying the Affiliate of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and PDV rules. All such modifications shall take effect immediately after PDV serve notice as provided above, unless PDV indicates otherwise. If any modification is unacceptable to the Affiliate, the Affiliate only recourse is to terminate this Agreement. The Affiliate continued participation in the PDV program, following PDV’s posting of a change notice or new agreement on PDV’s site, will constitute binding acceptance of the change.
3.15 PDV will endeavour to make sure all systems and databases are fully operational, but we cannot be held responsible for any outages or loss of service, which is out of our control. PDV cannot be held liable for any loss of earnings due to PDV’s or their merchant links and urls not tracking or merchants’ / Affiliates’ websites being unavailable.

4. FEES AND PAYMENT
4.1 Fees and Payment shall be processed within 30 days of receipt in accordance with this Agreement and the Campaign Agreement.

5. WARRANTIES
5.1 Each party warrants to the other that it has full power and authority to enter into and perform this Agreement and the Campaign Agreement.
5.2 The Affiliate and PDV are independent, and nothing in this Agreement will create any Affiliateship, joint venture, agency, franchise, actions representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on PDV’s behalf. The Affiliate will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this section. The Affiliate is not an agent of PDV and PDV expressly waives any responsibility for any conduct by the Affiliate in violation of our terms of this Agreement.
5.3 PDV make no express or implied warranties or representations with respect to the Affiliate Program or any PDV services or other items sold through PDV (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of PDV’s site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
5.4 The Affiliate hereby represents and warrants to PDV that this Agreement has been duly and validly executed and delivered by the Affiliate and constitutes the Affiliates legal, valid and binding obligation, enforceable against the Affiliate in accordance with its terms; and that the execution, delivery and performance by the Affiliate of this Agreement is within the Affiliate’s legal capacity and power; have been duly authorized by all requisite action on the Affiliates part; require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which the Affiliate are subject or which is binding upon the Affiliate, or the terms of any other agreement, document or instrument applicable to you or binding upon the Affiliate. Should any law enforcement agency, internet service provider or other person or entity provide PDV with notice that the Affiliate has engaged in transmission of unsolicited e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, PDV reserves the right to cooperate in any investigation relating to the Affiliates activities including disclosure of the Affiliates account information in connection therewith. PDV also reserves the right to place the Affiliate’s account and any pending commissions on hold for a reasonable period of time should there be any suspicion of fraud on the part of PDV or its clients.

6. LIMITATION OF REMEDIES AND LIABILITY
6.1 Nothing in this licence shall operate to exclude or limit either party's liability for:
(a) death or personal injury caused by its negligence; or
(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(c) fraud; or
(d) any other liability which cannot be excluded or limited under applicable law.
6.2 Unless expressly stated to the contrary to the fullest extent permitted by law, PDV its content providers, advertisers or linked sites shall not be liable for any damages, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits data or other intangibles, damage to goodwill, or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, or inability to use, performance or failures of the PDV site or the linked sites, even if PDV had been advised of the possibility of such damages and irrespective of whether such damages arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
6.3 Each party's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this licence or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total value of the Campaign Agreement.
6.4 Affiliate shall indemnify PDV against liabilities, costs and expenses PDV may incur as a result of this Agreement and/or the Campaign Agreement which gives rise to an infringement of any copyright, patent, or other Intellectual Property or other proprietary right.
6.5 Affiliate shall promptly notify PDV if it becomes aware of any infringement or suspected infringement by any person of the Intellectual Property Rights relating to or arising out of or in connection with PDV Data or any of it, and shall give all reasonable assistance in connection with any claims or proceedings made or instituted against such person for such infringement or suspected infringement.

7. INTELLECTUAL PROPERTY RIGHTS
7.1 Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Content shall remain with the PDV. Except as expressly provided in this licence, nothing shall be construed to grant to the Affiliate any right, title or interest in or to the Content.
7.2 Any and all collected Data (such as name, address and e-mail address) that is collected through any user registration process or otherwise shall be owned by the Affiliate.

8. TERM AND TERMINATION
8.1 This Agreement and Campaign Agreement shall commence on the Effective Date.
8.2 The term of this Agreement will begin upon the Affiliates acceptance of the PDV Campaign Agreement and this Agreement and will end when terminated by either party. PDV may terminate this Agreement at any time, with or without cause, by giving the Affiliate notice of termination. If this Agreement due to a breach of the terms of this Agreement the Affiliate will 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, the Affiliate is only eligible to earn a commission on actions occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related actions are not cancelled or returned. PDV reserves the right to withhold the Affiliates final payment for a reasonable time to ensure that the correct amount is paid.
8.3 Either party may terminate this licence immediately at any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations under this licence which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
(b) that other party:
(i) ceases to trade (either in whole, or as to any part or division involved in the performance of this licence); or
(ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(iv) the ability of that party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purpose of solvent amalgamation or reconstruction); or
(c) that other party has been subject to a Force Majeure Event continuously for more than 90 days.
8.4 On expiry or termination of this licence, all provisions of this licence shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.

9. CHANGE CONTROL
A request to change the nature or question format of the campaign shall be processed in accordance with the Change Control Procedure set out in 20.

10. FORCE MAJEURE
10.1 The definition in this clause applies in this licence.
Force Majeure Event: any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
10.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under this licence shall forthwith notify the other, and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

11. CONFIDENTIALITY
11.1 The definition in this clause applies in this licence.
Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified at the time of disclosure as confidential; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
11.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
11.3 Confidential Information may be disclosed by the receiving party to its employees, Affiliates and professional advisers, provided the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
11.4 The obligations set out in this clause 11 shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through a breach of this clause 11; or
(b) was in possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement.
11.5 The obligations of confidentiality in this clause 11 shall not be affected by the expiry or termination of this licence.
11.6 PDV may disclose to the Affiliate certain information as a result of the Affiliate’s participation as part of the PDV program, which information PDV considers to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to:
11.7 any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business, and financial information relating to PDV, and customer and vendor lists relating to PDV and any members of the Affiliate Program other than the Affiliate.
11.8 Confidential Information shall also include any information that PDV designates as confidential during the term of this Agreement. The Affiliate agrees not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. The Affiliate agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the Affiliate for the Affiliates own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. PDV makes no warranty, express or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your use or such third person's use of the information.

12. NOTICES
12.1 A notice given under this licence:
(a) shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
(b) shall be sent for the attention of the person, and to the address, fax number or e-mail address given in this clause 11.5 (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
(c) shall be:
(i) delivered personally; or
(ii) sent by fax or e-mail; or
(iii) sent by pre-paid first class post, recorded delivery or registered post; or
(iv) (if the notice is to be served by post outside the country from which it is sent) sent by registered airmail.
12.2 The addresses for the service of notice are:
(a) for the Affiliate: As set out in the Campaign Agreement.
(b) for the PDV: 64 Clarendon Road, Watford, WD17 1DA For the attention of: Stewart Read Tel No. 01923478075 E-mail:stewart.read@pdvltd.com
12.3 A notice is deemed to have been received:
(a) if delivered personally, at the time of delivery; or
(b) in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day; or
(c) in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or
(d) in the case of registered airmail, five days from the date of posting; or
(e) if deemed receipt under the previous paragraphs of this clause 12.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), deemed receipt shall be when business next starts in the place of receipt.
12.4 To prove service, it is sufficient to prove that the notice was transmitted by fax to the correct fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

13. PUBLICITY
All media releases, public announcements and public disclosures by the Affiliate relating to this licence or its subject matter, including promotional or marketing material, shall be co-ordinated with and approved by PDV Ltd prior to release.

14. ASSIGNMENT
The PDV may assign or transfer any of its rights or obligations under this licence. The Affiliate may not assign or transfer any of its rights or obligations under this licence provided it gives advance notice to the PDV.

15. ENTIRE AGREEMENT
Except as set out in this clause 15, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this licence (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this licence. Nothing in this licence shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue. Each party's liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party's ability to perform its obligations under this licence, shall be subject to the limit set out in clause 6.2.

16. THIRD PARTY RIGHTS
16.1 The right of the parties to terminate rescind or agree any amendment, variation, waiver or settlement under this licence is not subject to the consent of any person who is not a party to this licence.
16.2 This licence is made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

17. VARIATION AND WAIVER
17.1 A variation of this licence shall be in writing and signed by or on behalf of both parties.
17.2 A waiver of any right under this licence is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
17.3 Unless specifically provided otherwise, rights arising under this licence are cumulative and do not exclude rights provided by law.

18. SEVERANCE
18.1 If any provision (or part of a provision) of this licence is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19. GOVERNING LAW AND JURISDICTION
19.1 This licence and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this licence.
19.3 This licence has been entered into on the date stated at the beginning of it.

20. CHANGE CONTROL PROCEDURE
1. PDV and the Affiliate shall discuss any change to this agreement (Change) proposed by either and such discussion shall result in either:
(a) a written request for a Change by the Affiliate; or
(b) a written recommendation for a Change by PDV,
or, if neither of the Affiliate nor the PDV wishes to submit a request or recommendation, the proposal for the Change shall not proceed.
2. Where a written request for a Change is received from the Affiliate, PDV shall, unless otherwise agreed, submit a Change control note (CCN) to the Affiliate within the period agreed between them or, if no such period is agreed, within five Business Days from the date of receipt of such request for a Change, [or inform the Affiliate that PDV is not able to comply with such written request for a Change].
3. A written recommendation for a Change by PDV shall be submitted as a CCN direct to the Affiliate at the time of such recommendation.
4. Each CCN shall contain:
(a) the title of the Change;
(b) the originator and the date of the request or recommendation for the Change;
(c) the reason for the Change;
(d) the full details of the Change, including any specifications and user facilities;
(e) the price, if any, of or associated with the Change;
(f) a timetable for implementation, together with any proposals for acceptance of the Change;
(g) the impact, if any, of the Change on other aspects of this licence, including:
(i) the Fees;
(ii) the contractual documentation; and
(iii) staff resources;
(h) the date of expiry of validity of the CCN (which shall not be less than 30 Business Days); and
(i) provision for signature of the CCN by the Affiliate and PDV.
5. For each CCN submitted, the Affiliate shall, within the period of validity of the CCN as set out in paragraph 4(h) of this Schedule 4:
(a) allocate a sequential number to the CCN;
(b) evaluate the CCN, and as appropriate either:
(i) request further information; or
(ii) approve the CCN; or
(iii) notify PDV of the rejection of the CCN; and
(c) if the CCN is approved, arrange for two copies of the approved CCN to be signed for or on behalf of the Affiliate and PDV. The signing of the CCN will signify acceptance of a Change by both the Affiliate and PDV.
6. Once signed by the Affiliate and PDV in accordance with paragraph 5 of this Schedule 4, the Change shall be immediately effective and the Affiliate and PDV shall perform their respective obligations on the basis of the agreed amendment.