General Terms of Use

IEAP SPRL, is an Internet multimedia server centre, providing online services for adults and has developed, through its affiliation platform CARPE DIEM (http://www.carpediem.fr/), an original partnership concept with websites operators (Partners), intended to promote its activities. The head office of the IEAP SPRL society is registered in the Registry of Commerce of Brussels under registration number 0873801536, having its headquarters in Brussels, rue Jourdan, 41 - 1060, Belgium.

Hereinafter, the term "CARPE DIEM" will jointly designate IEAP SPRL society and its affiliate platform.

THE PARTNER publishes an Internet site which handles traffic intended for adults and wishing to promote the CARPE DIEM sites on its own site by means of promotional tools (such as links and advertising banners, graphics, or other tools) made available by CARPE DIEM.

THIS BEING STATED, THE PARTIES HAVE AGREED ON THE FOLLOWING :

ARTICLE 1 - OBJECT :

The present General Terms of use (hereinafter referred to as "Terms of Use") are designed to expand and clarify the conditions in which the PARTNER is committed to CARPE DIEM in the promotion of CARPE DIEM sites on its own site by means of promotional tools made available by CARPE DIEM. They therefore constitute a contract between CARPE DIEM and the PARTNER.

ARTICLE 2 - OBLIGATIONS OF CARPE DIEM :

2.1. CARPE DIEM agrees to make available to the PARTNER the promotional tools allowing to the PARTNER to promote its own sites.

2.2. CARPE DIEM undertakes to remunerate the Partner at the rates indicated in Article 4, as well as all applicable taxes.

2.3. CARPE DIEM undertakes to provide the Partner access to the connection hours generated by its sites and various sales in the form of on-line statistics. In addition to the services provided in this Article, the Parties may conclude agreements stipulating additional services. In the event that such agreements were concluded, the additional services they stipulate will be governed by this contract and its possible appendices.

2.4. CARPE DIEM undertakes to implement all the means necessary for the proper functioning of its services. However, keeping into account the nature of the Internet, CARPE DIEM cannot guarantee operational services 24 hours a day and 7 days a week. CARPE DIEM further reserves maintenance periods, or refreshes of technical interventions, likely to result in a cut of access to its platform and the on-line statistics area. In all cases referred to in this article, the malfunctions or unavailability resulting could not be deducted as periods in which CARPE DIEM is not fulfilling its obligations, and no compensation will be paid to the PARTNER any damage suffered by him or by third parties as a result of these malfunctions or unavailability.

ARTICLE 3 - PARTNER'S OBLIGATIONS :

3.1. The partnership agreement can be signed only by an adult partner, having at least 18 years old and/or the age of majority or become an adult in accordance with the national law applicable in his/her place of residency and/or place in which the Agreement is performed. Accordingly, by checking the box designating the sentence "I certify to be major and have read and accepted the terms of use of CARPE DIEM", at the validation of its registration form (form available at the following link: http://www.carpediem.fr/sponsor-adulte/sv2/formulaire.php?lg=en), the PARTNER recognizes be major and be validly bound by its electronic signature.

3.2. The PARTNER alone is responsible for the contents of the Web site and for the damages which may result from the use or display thereof.

3.3. THE PARTNER denies himself any type of spam (email, newsgroups) in order to generate the turnover.

3.4. The PARTNER undertakes to handle, under its sole responsibility, the creation, development, contents, updating and any modifications concerning the Partner's site.

3.5. The PARTNER undertakes to respect the Net Etiquette when promoting CARPE DIEM's services. Any failure to meet this commitment will incur the immediate termination of this contract, without compensation.

3.6. The PARTNER undertakes not to mislead the end user concerning the price of the CARPE DIEM's services. Any failure to meet this commitment will incur the immediate termination of this contract.

3.7. The PARTNER undertakes to promote CARPE DIEM's services on sites whose content is according to the Belgian law.

3.8. The PARTNER declares and guarantees to CARPE DIEM that will proceed at his own expense and under its sole responsibility for all administrative procedures as may lie under the exercise of its activity (including tax and social services), so that the responsibility of CARPE DIEM is in no way committed.

ARTICLE 4 - REMUNERATION :

4.1. CARPE DIEM will transfer the PARTNER a percentage of the turnover generated by the latter sales depending on the table that is present on the on-line statistics area made available by the company. (This table may be changed at any moment without prior notification on the part of CARPE DIEM).

4.2. CARPE DIEM undertakes to provide the PARTNER access to the connection hours and various sales in the form of on-line statistics.

4.3. The PARTNER is entitled to performance premiums amounting to a 10% commission on all kit sales, generated by the new Partners hired by the PARTNER if it respects each and all of the conditions linked with the granting of said premiums (conditions detailed in the FAQ CARPE DIEM in the on-line statistics area). In such a case, these performance premiums are considered as an integral part of the services price.

4.4. If the percentage of any tax which applies is modified, or if a new tax is added during the performance of the contract, the entire amount of such new percentages or tax applies and the total payable commission will be adjusted accordingly.

4.5. Payment terms & conditions. The payment of the portion owed to the PARTNER will be made by transfer under the following conditions:
- In order to transfer the payment by CARPE DIEM from 25th of the current month, the PARTNER must make the request in the statistics area, before the 15th of the month.
-The requests for payment received by CARPE DIEM between 16th and 30th of the month will be paid the 10th of the following month.

ARTICLE 5 - THE CONTENT OF THE PARTNER'S SITE :

5.1. The PARTNER declares and guarantees that the material, services and any other contents accessible on the Partner's site are not offered in violation of the intellectual property rights of any third party whomsoever. The PARTNER declares and guarantees, furthermore, that the material, services and any other contents are not, and cannot be considered as contrary to any legal, regulatory provision or any other directive issued by a public authority, and could not be considered as shocking for a public not accustomed.

5.2. CARPE DIEM may validly suspend, without further notice, and/or terminate this contract immediately, if the material, services or any other contents accessible on the Partner's site did not meet the conditions of this clause. Furthermore, CARPE DIEM is entitled to terminate this contract, without notice, if the initial object of the contents of the Partner's site is modified substantially, without his approval.

ARTICLE 6 - SECURITY AND CONFIDENTIALITY :

6.1. The PARTNER is responsible for any loss or unauthorized access to the Partner's data available on its own system.

6.2. The PARTNER is responsible for keeping all documents and instructions communicated by CARPE DIEM, in accordance with this contract, and beyond the reach of unauthorized persons.

6. 3. THE partner agrees to keep strictly confidential all information and / or personal data relating to the partnership agreement and its possible subsequent amendments.

ARTICLE 7 - RELATIONSHIPS BETWEEN PARTIES :

As the parties are independent contractors, this agreement is binding upon them only for the purposes mentioned herein. Consequently, the provisions of this contract cannot be interpreted as creating any association or company between the parties, or as entrusting any mandate whatsoever to one of them. Moreover, neither of the parties may bind the other in any manner whatsoever, otherwise than in compliance with the provisions of this agreement.

ARTICLE 8 - INTELLECTUAL PROPERTY RIGHTS :

All intellectual property rights and all technical solutions pertaining to the use of the graphic elements provided by CARPE DIEM or any other right and solution offered by CARPE DIEM in accordance with this agreement are the property of CARPE DIEM and shall not be the object of any use not stipulated in the agreement. Except express and prior agreement of CARPE DIEM, any changes made by the PARTNER on the codes and/ or promotional tools provided by CARPE DIEM is strictly prohibited. Any breach of this obligation shall be liable to immediate rupture of this contract.

ARTICLE 9 - DURATION OF THE CONTRACT :

The Contract is being concluded for an initial term of one year with effect from the day it is electronically signed. At the end of this initial term, it will be renewed by tacit agreement for one year unless a registered letter is sent at least two months prior to the expiry of the contract.

ARTICLE 10 - AMENDMENT OF THE GENERAL TERMS OF USE :

10. 1. CARPE DIEM reserves the right to modify at any time the present Terms of Use.

10. 2. The changed Terms of Use will enter into force as soon as they are posted by CARPE DIEM and will prevail over any printed version of earlier date. These Terms of Use will be brought to the knowledge of the PARTNER by notice posted on statistics area homepage, to i) refer to the latest version of the General Terms of Use permanently at the following address: http://www.carpediem.fr/sponsor-adulte/sv2/formulaire.php?p=conditions&lg=en, and ii) to accept them by checking in the box designated for this purpose. In case of disagreement with the modified version of the Terms of Use, the PARTNER will have to unsubscribe by following the instructions posted on the statistics area homepage.

ARTICLE 11 - EARLY TERMINATION OF THE CONTRACT :

11.1 In the event that one of the Parties fails to respect any of the obligations incumbent upon it hereunder, this agreement may be terminated forthwith at the request of the other party, fifteen days following formal notice to do or not to do, by registered letter with return receipt which has remained without effect.

11.2. The end of this agreement does not cause either party to lose a right nor does it release it from an obligation, in particular with respect to the confidentiality, intellectual property, limitation of the guarantee and limitation of liability. The said rights and obligations continue to exist after the end of this agreement.

ARTICLE 12 - EVIDENCE, CONSERVATION AND ARCHIVING :

12. 1. The fact that the PARTNER has checked the box designating the sentence "I certify be major (e) and have read and accepted the Terms of Use of CARPE DIEM", when validate its registration form, is acceptance of the present Terms of Use and constitutes an electronic signature which has, between the parties, the same value as a handwritten signature. This would be the same for acceptance of the modified Terms of Use (See Article 10 above).

12.2. The computerized records stored in the computer systems of CARPE DIEM in reasonable conditions of safety, will be considered as proof of communication between the PARTNER and CARPE DIEM.

12. 3. The archiving of the present Terms of Use accepted by PARTNER under the conditions laid down in Article 3.1.et 10.2. above, is performed on a reliable and sustainable manner to correspond to a faithful and lasting copy. In case of conflict between the CARPE DIEM's computerized records and any PARTNER's document on a written support or electronic record, it is expressly agreed that the CARPE DIEM's computerized records prevail over PARTNER's documents and shall be the only admitted as evidence.

ARTICLE 13- MISCELLANEOUS :

13.1. Force majeure. Neither of the parties will be considered as being in default hereunder, if the execution of its obligations is entirely or partially delayed or impeded due to force majeure. Force majeure is an outside, unforeseeable, irresistible event making the execution of an obligation absolutely impossible.

13.2. CARPE DIEM reserves the right to grant, transfer or assign to a third party, under any form, the rights and obligations arising from the present contract.

13.3. For any litigation that may arise between the Parties concerning the drafting, execution or interpretation of this agreement only the Commercial Court of Bruxelles will have jurisdiction.