Terms of Service (affiliates)

Services agreement

The terms of this agreement (the "Terms of Service") govern the relationship between webmasters (the "Applicant" , "Webmaster" or "Affiliate") and, Fluffy Stone Media GmbH, a limited liability company registered in Germany under the registration number HRB 43682, with the registered address at Saarstrasse 28A, 54290 Trier, Germany (hereinafter referred to as the "Company") regarding the advertising, marketing, or promoting of the Company's Websites.

By filling in and submitting the sign-up form at https://webmaster.soulcams.com/, and clicking on the button "I have read, understood, and accept these Terms of Service", the Applicant gives its consent to and accept the following Terms of Service.

Definitions

Company's Websites: website(s) owned, operated or controlled by the Company or its subsidiaries, maintained or hosted by the Company or its subsidiaries.

Program: all marketing and promotional goals established by the Company as well as its subsidiaries and partners, and to their respective set of rules, benefits, revenues, and corresponding obligations arising from the execution of the present Terms of Service, namely pertaining to the use of marketing tools offered on the Company's Websites, and in compliance with rules and regulations inherent to their use, as well as any means used to promote the Company's Websites, the Applicant being bound by the principles and provisions set forth in the present Terms of Service.

Program Participant: any Applicant participating to the Program under these Terms of Service.

CLAUSE 1 - PURPOSE

1.1 The Applicant has the non-exclusive right to redirect, refer or send visitors or users of its website(s) to the Company's Website. The Applicant has no obligation of any kind to exercise such non-exclusive right under the present Terms of Service.

1.2 The Applicant has a limited, non-exclusive, nontransferable, and revocable right to access, download and use promotional banners, hypertext links, and other promotional materials created by the Company to use on Applicant's website(s) for the exclusive purpose of advertising, marketing or promoting the Company's Websites or services provided through the Company's Websites; however, the license herein granted shall automatically and immediately cease upon the termination or breach of any term of these Terms of Service.

1.3 The Applicant shall remain a Program Participant until (1) the Applicant terminates participation in the Program by notifying the Company to the following e-mail address webmaster@soulcams.com or (2) the Company terminates, with immediate effect, the Applicant's participation in the program, with or without justification, by means of notice to the Applicant's e-mail address used for contact information. Neither party may be held liable if it cannot have access to the other party's e-mail address due to any cause, which could not be acknowledged by the notifying party at the time of the notification.

1.4 Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including without limitation any and all of its trademarks or service marks, except as provided in clause 1.2 above.

1.5 All Program materials, including, without limitation, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any form of intellectual property rights on such materials provided to the Applicant by the Company as part of this Program shall remain the property of the Company and may not be copied or reproduced, altered, modified or changed, broadcasted, distributed, transmitted or disseminated, sold or offered for sale, in any manner, at any time, anywhere in the world, except as expressly authorized in these Terms of Service in writing by the Company.

1.6 The use of any promotional or other kind of Program materials and/or Program provided by the Company to the Applicant under this Terms of Service is at the sole responsibility of the Applicant and has to be used on an "as is" basis. The Company disclaims all warranties, either express or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose, with regard to the Program as well as any and all materials of every kind supplied to the Applicant as part of this Program. The Applicant hereby expressly undertakes to hold the Company harmless from any related liabilities concerning the use of the mentioned materials by the Applicant, including holding the Company harmless from any third party's claims related to the infringement of intellectual property rights, or if the use of such materials is forbidden under local laws of the Applicant.

1.7 The Company reserves the right to warn the Applicant and/or suspend/terminate the Terms of Service and withhold any pending payments/referrals of whatsoever nature to the Applicant and/or to any other person/webmaster referred by the Applicant, whenever the Applicant uses questionable marketing techniques as set out in Clause 5 below, including, but not limited to chat marketing and any type of unsolicited messages.

1.8 These Terms of Service and the rights herein are not transferable and may only be used by the Applicant in the framework of its participation in the Program.

CLAUSE 2 - RELATIONSHIP BETWEEN THE PARTIES

2.1 The relationship between the Applicant and the Company shall be restricted to matters exclusively pertaining to the Program and shall be governed entirely by the Terms of Service.

2.2 The Company shall have no control or ownership interests of any kind in the Applicant's business or website(s).

2.3 Applicant shall neither have financial or other interest(s) in the Company nor in any property owned by the Company, its affiliates, agents, successors, or assigns.

2.4 Notwithstanding anything to the contrary in these Terms of Service, the Company has no direct or indirect control nor ownership interests over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services provided by the Applicant, in or in association with the Applicant's website(s), except as specifically set forth in these Terms of Service.

2.5 The Applicant hereby expressly declares not to provide, use, or promote any content that is (i) illegal; (ii) stolen; (iii) fraudulent; or (iv) in violation with any part of the Terms of Service on its website(s) used to participate to the Program as well as on the domain name (or any subdomain of said domain) that is directed to the IP address of the Company's Websites or its subsidiaries. The Applicant acknowledges and declares to take full responsibility for the content present on the referred domain or any subdomain of the domain, apart from the content generated by the Company. The Applicant acknowledges and agrees that the violation of this clause, namely the presence of unacceptable content on the Applicant's website(s) used to participate to the Program and/or on the website related to the domain name or on any subdomain of the domain, may implicate the immediate termination of its account and related services as well as these Terms and Conditions, the Company being entitled to withhold any pending or future payments, revenues or benefits.

2.6 Neither the Company nor any employee, associate, agent, assign, or successor of the Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, in or in association with the Applicant's website(s). The Applicant shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through the Applicant's website(s).

2.7 In case of any queries, the Applicant may contact directly the Company at the following e-mail address: webmaster@soulcams.com.

2.8 Nothing in these Terms of Service is construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between the Applicant and the Company, and/or its employees, agents or assigns.

CLAUSE 3 - APPLICANT DECLARATIONS

3.1 The Applicant expressly declares to acknowledge that the Company's Websites are used for adult entertainment, being exclusively destined to the entertainment of adults.

3.2 The Applicant expressly declares to be at least 18 years old (21 in some areas if required so by the applicable laws) and in any event having, in accordance to the local laws of the Applicant's legal jurisdiction, already reached the age of majority.

3.3 The Applicant also declares that the persons executing the Terms of Service have the authority and are entitled to contract on behalf of the Applicant and that the Applicant has the right to decide which content may appear on the Applicant's websites available at the domain names that are the subject matter of this Terms of Service.

3.4 The Applicant hereby confirms and acknowledges to have unilaterally decided to enter into an Internet service business which is of high-risk.

3.5 The Applicant further confirms, acknowledges, and expressly agrees that neither the Company, any agent or representative of the Company, nor any other person has at any time in the past or present, represented to the Applicant or has otherwise directly or indirectly communicated by any means to the Applicant any guarantee, reassurance or any other communication of any kind regarding:

3.5.1 The potential profitability or likelihood of success of the Applicant's participation in the Program as set forth in these Terms of Service or otherwise;

3.5.2 the possibility or likelihood that the use of any products and/or services provided by the Company pursuant to these Terms of Service can or will result in the recoupment of any funds expended by the Applicant for the promotion of the Company's Website(s) or any other purpose; or

3.5.3 the existence, non-existence, size or any other characteristics of any market for any products or services, which relates to the Applicant's participation in the Program pursuant to these Terms of Service.

3.6 The Company shall, at all times, have the right, at its sole and exclusive discretion, to move, including with retroactive nature or effect, the Applicant from a promotional or standard Program to another promotional or standard Program, adjusting the Applicant's associated Program benefits in case the Company deems such measure appropriate due to evidence of the Applicant's below standard or high risk performance, namely in the event the Company suspect foul play, incentive based purchases, and/or generation of traffic through unauthorized sources such as, but not limited to social networking sites, escort sites, gambling sites, illegal torrent sites and online auction sites.

3.6.1 The Company will notify the Applicant of the changes referred in Clause 3.6 above by using the Applicant's e-mail address used for contact information.

3.6.2 The Applicant hereby expressly acknowledges and accepts the measures referred in Clauses 3.6 and 3.6.1 above.

3.7 The Applicant additionally acknowledges that the Company has the right to terminate the Applicant's and/or any other person's participation in the Program within the terms set forth in clause 1.4 above.

3.8 If the Applicant's participation in the Program is terminated for any reason or is not in good standing (for instance changes of the Applicant website's URL or where the Applicant ceases to offer services on the Internet), the Applicant shall immediately and permanently cease all use of any and all materials provided by the Company and ensure that any and all files containing materials provided by the Company will be removed from the correspondent website(s).

3.9 The Applicant agrees that the Program is not a franchise or other business opportunity and agrees that such Program does not fall within the scope of any such act or law. Specifically, these Terms of Service are not by their definition an offer or business opportunity.

3.10 The Applicant further expressly agrees not to raise any claim of any kind against the Company and agrees to hold the Company harmless from any claim of loss by the Applicant directly or indirectly resulting from the decision to participate in the Program pursuant to these Terms of Service.

3.11 The Applicant further declares and confirms that it will not hereafter claim or purport to claim, either directly or indirectly, in any manner whatsoever, any right, title, interest into, over or upon any intellectual property right owned by the Company or its subsidiaries, unless otherwise agreed in writing by the parties.

CLAUSE 4 - APPLICANT DUTIES

4.1 The Applicant will supply the Company, immediately when requested, with a Tax ID Number, Social Security Number or any other Identification Document that the Company finds necessary. Failure to supply such information will constitute a basis for terminating these Terms of Service and for forfeiting, as liquidated damages, any and all commissions or fees to which Applicant would otherwise be entitled under these Terms of Service.

4.2 The Applicant acknowledges and agrees that any advertising, advertising links, or promotional materials of any kind, which promote the Company's Websites or services provided through the Company's Websites (except promotional tools provided by the Company on the promo tools section of the website https://webmaster.soulcams.com/) must be previously approved, in writing, by the Company before being displayed or included in the Applicant's website(s).

4.3 The Applicant will at no time, by using any materials provided in the framework of these Terms of Service by the Company through any means, negative or offensive advertising. The Applicant will be held liable for any and all damages occurred to the Company resulting from or in connection with such conduct, regardless of the motivation.

CLAUSE 5 - SPAMS

5.1 In case the Applicant uses spam, the present Terms of Service will be immediately terminated, since the Company policies are for zero tolerance for spamming.

5.2 In case of any type of spamming, the Applicant will further be barred from future participation in the Program and all funds due to the Applicant resulting from the participation of the Applicant to the Program will be forfeited to the Company.

5.3 The Applicant hereby warrants that it will not use any form of mass unsolicited electronic mail solicitations, unsolicited instant messaging spam, online classified ads, auctions spam, Web search engine spam, Blog postings, wiki spam, social networking sites spam, news group postings, IRC posting or any other form of what is commonly known as "spamming" as a means of promoting its website(s) or for the purpose of directing or referring users to the Company's Websites.

5.3.1 The Applicant also warrants being in compliance with the Link Scheme Guidelines of Google (can be found on the Google webpage or on this link) at all times with regard to its links to the Company’s Websites. In case the Applicant fails to do so, the Company reserves the right to immediately terminate the Applicant’s participation in the Program without notice.

5.4 The Applicant further acknowledges and agrees that the Company has the right to immediately and without notice terminate the participation of the Applicant in the Program if the Company, at its sole and exclusive discretion, concludes that the Applicant uses any form of mass unsolicited electronic mail solicitations, news group postings, cookie stuffing marketing techniques, password selling or trading, warez, IRC posting or any other form of "spamming".

5.5 The Applicant will not, directly or indirectly, by any means, trick, link, or artifice in any manner any of the following content or material to any of the Company's Websites through any hyperlinks maintained or created on the Applicants website(s):

5.5.1 obscene material; including without limitation any material depicting brutality, rape, torture, incest, bestiality, or such;

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

5.5.3 any material which constitutes or may be subject to be considered as child pornography or which involves depictions of nudity or sexuality by an underage-looking performer whether the performer be real or computer generated (i.e. someone who looks younger than 18 years of age, or 21 as the case may be), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;

5.5.4 any material, which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous, or injurious to the reputation of any person or entity;

5.5.5 any material which constitutes an infringement, misappropriation, or violation of any person's rights of publicity, privacy rights, or any person's intellectual property rights, including but not limited to copyrights, trademarks and service rights; This includes photos altered to look like celebrities or other private persons.

5.5.6 any program, file, data stream, or other material which contains viruses, malware, spyware, worms, "Trojan horses", malicious java script, or any other feature, which takes control of a third party computer or CPU without their permission and which may cause damage (intended or unintended) to any computer equipment, loss or corruption of data or programs, or inconvenience to any person;

5.5.7 any material which contains any form of solicitation for prostitution or personal contacts outside the context of websites, or which promotes and/or facilitates Incentive Based Websites, Warez Websites, hacking, cracking, or the downloading and/or trading of unauthorized MP3 audio files and/or any other unauthorized content protected by third parties intellectual property rights.

5.5.8 any material which does not fully comply with the applicable legislation and regulation.

5.6 The Applicant understands and accepts that under no circumstances shall the Company and its subsidiaries be, to the extent permitted by law, liable for any direct, indirect, incidental, special, consequential or punitive damages that result from the violation of this Agreement.

5.6.1 The Applicant recognizes the duty to indemnify, pay the costs of defense and hold harmless the Company and its subsidiaries, its officers, directors, affiliates, attorneys, shareholders, managers, members, agents and employees from any and all claims, losses, liabilities or expenses (including reasonable attorneys' fees or legal fees otherwise) brought by third parties arising out of, or related to the Applicant's conduct, statements, or actions, as well as breach of any term, condition or promise contained herein.

CLAUSE 6 - FEES

6.1 The Applicant is entitled to a referral fee, whenever the following conditions are satisfied:

6.1.1 a person is redirected to a Company's Websites, through the interaction with a banner ad or hypertext link supplied by the Company as part of the Program (hereinafter referred to as "Authorized Link") that is displayed on the Applicant's website(s) and which automatically connects any person who clicks on the said Authorized Link to a Company's Websites; and

6.1.2 a person who, after having been redirected to a Company's Websites through the use of an Authorized Link displayed on the Applicant's website(s), clicks through to an advertiser listed on the Company's Websites (hereafter defined as a "unique click-through to an Advertiser").

6.2 The Company shall have the right to deny, or withhold payment to the Applicant, and/or to terminate the Applicant's participation in the Program and these Terms of Service if the Company concludes that the Applicant has directly or indirectly engaged in, or encouraged fraudulent or misleading activity.

6.3 The Company shall have the right, in its sole and exclusive discretion, to determine objectively what constitutes fraudulent or misleading activity and whether the conduct of the Applicant, directly or indirectly constituted and/or encouraged fraudulent or misleading activity. The Company's determination that fraudulent or misleading activity has or is occurring shall be conclusive as to that issue.

6.4 For the effects of Clause 6.3 above, it is considered fraudulent or misleading activity namely, but not limited to, suspected foul play, incentive based purchases, generation of traffic through unauthorized sources such as, but not limited to, social networking sites, escort sites, gambling sites illegal torrent sites and online auction sites, any form of spamming and the use of illegal or prohibited content by the Applicant.

6.5 The Applicant hereby expressly acknowledges and accepts that any typosquatting and cybersquatting or related activities are prohibited and that the referral fee will not be paid for any persons referred to Company's Websites by way of typosquatting or cybersquatting or similar prohibited activities. The typosquatting and cybersquatting activities for the purpose of this Agreement shall include but will not be limited to using domain names which are similar to Company Websites domain names with only typographical errors or any other practices aimed at referencing persons to Company Websites without any marketing activities but only by squatting domain names that are similar to the Company's Websites domain names.

6.6 Any attempt to using official sites' brand names, trademarks and/or any other reference to the Company's Websites, including misspellings thereof, as displayed keywords, URL's, 'triggers', etc. to display an advertisement with the intent to promote a competing product or website will be considered as unfair trade and marketing practice and will be prosecuted to the fullest extent allowed by law.

6.7 The referral fees due and payable hereunder by the Company are based on a percentage of the number of credits sold to and paid by members on Company's Websites when these are referred to the Company's Websites by the Applicant, as determined on the page referred to in clause 6.8 below and shall be payable in United States Dollars. On their account page, Applicants will find a dashboard with statistics about applicable referral, purchases, chargebacks, bonuses, etc.

6.8 The referral fees payable as part of the Program shall be listed at the following link: http://wiki.soulcams.com/index.php?title=Information_for_webmasters#PROGRAMS

6.9 The Company reserves the right, in its sole and exclusive discretion, at any time, to alter or modify the Program (including for example but not limited to: changes in the scope of available referral fees, fee schedules, payment procedures and Program rules) in order to improve the Program effectiveness.

6.10 All changes shall be duly posted or published on https://webmaster.soulcams.com/ and shall from then be immediately binding for all participants, unless the Applicant would terminate these Terms of Service upon reception of such changes.

6.11 In case the Applicant disagrees with a change of the terms of this Agreement made by the Company, the Applicant may terminate the present Terms of Service in compliance with the provisions set forth in clause 9, being immediately excluded from the Program.

6.12 The continued participation of the Applicant in the Program following the posting of a change notice or new agreement by the Company on the referred link will constitute a binding acceptance of the said change(s).

6.13 In case of any queries, the Applicant may contact directly the Company at the following e-mail address: webmaster@soulcams.com.

CLAUSE 7 - LIMITED LIABILITY OF THE COMPANY

7.1 Under no circumstances shall the Company, its employees, independent contractors, authors, agents, representatives, assigns, and successors will be, to the extent permitted by law, liable to the Applicant, 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, business interruption, loss of business information, or other incidental or consequential damages or any other pecuniary loss) with regard to any link to any of the Company's Website, or arising from or in connection with the use of the Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of the Company' services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML or other programming languages.

7.2 Notwithstanding the foregoing express limitations of liability, should the Company, its officers, employees, successors, or assigns be held liable for damages, injuries or losses of any kind, directly or indirectly resulting from participation in the Program, the aggregate liability arising with respect to and under these Terms of Service and the Program for any and all claims, injuries, damages or losses will not exceed the total amount of referral fees paid or payable to the Applicant under these Terms of Service.

CLAUSE 8 - MONITORING/SUPERVISION

8.1 The Company shall not monitor, supervise, or review, and shall not be, to the extent permitted by law, responsible for any content appearing or otherwise distributed on, in or in association with the Applicant's website(s), except for content which is supplied to the Applicant by the Company, provided that the said content supplied to the Applicant by the Company has not been altered or modified by the Applicant or by any other party, except when otherwise agreed by the parties in writing.

CLAUSE 9 - DURATION AND TERMINATION OF THE TERMS OF SERVICE

9.1 These Terms of Service will enter into force on the date in which the sign-up form is received by the Company and after the Applicants accepted the present Terms of Service by clicking the "I have read, understood, and accept these Terms of Service". The Terms of Service will end when terminated by either party in compliance with the provisions herein.

9.2 The Applicant will remain a Program participant in good standing at all times, since and as long as the Applicant is receiving benefits or is otherwise participating in the Program.

9.3 The Applicant shall cease to be a participant in good standing and shall be subject to immediate termination of all benefits without prior notice if there is a failure to perform under, or breach of any part of these Terms of Service, including without limitation by giving out false information or failing to report adequately on its promoting activities upon the Company's request.

9.4 Either party may terminate these Terms of Service at any time, with or without cause, by giving the other party written (or electronic form) notice of termination.

9.5 Without prejudice of the foreseen above, namely in clauses 1.9, 5.2 and 6.2, in the event of termination of these Terms of Service, the Applicant shall be entitled to all unpaid commissions and/or referral fees earned prior to the date and hour of termination.

9.6 The Applicant shall not be entitled to receive any commissions and/or referral fees for any "referrals" delivered or received by the Company after the date and time of termination.

9.7 Upon termination of these Terms of Service, the Applicant shall immediately cease using the Company's materials, which is or not protected by any intellectual property rights, including without limitation trademarks, logos, promotional banners, hypertext links, and other promotional materials of the Company, and will remove any materials supplied to the Applicant by the Company, and/or referring to the Company, including without limitation any banner ads, from the Applicant's website(s).

9.8 All of the Applicant's warranties, indemnities and obligations, which by their nature are designed to survive to the termination of these Terms of Service, shall extend beyond the termination of these Terms of Service.

CLAUSE 10 - ASSIGNMENT

10.1 All promises, obligations, duties and warranties made by the Applicant in these Terms of Service are personal to the Applicant and neither these promises, obligations, duties and warranties, nor any benefits hereunder may be assigned by the Applicant to any other person or entity.

10.2 The Company may at any time and without limitation, freely assign all or part of its duties, obligations and benefits hereunder. The Applicant duly acknowledges and accepts this assignment upon communication by the Company.

CLAUSE 11 - MISCELLANEOUS

11.1 These Terms of Service constitute the entire agreement between the Applicant and the Company with respect to the subject matter hereof, and supersedes and/or cancels all other prior agreements, discussion, or representations, whether written or oral.

11.2 The Parties hereby declare and agree that the provisions of these Terms of Service may be superseded by specific Promotions launched by the Company and accepted by the Applicant, if expressly stated, binding the parties until the term of the Promotion.

11.3 Any future representations made by the Company or any of its agents or representatives will not supersede the provisions stated in the present Terms of Service, unless submitted in writing as an express amendment of the Terms of Service and if accepted (including any tacit acceptance when continuing the contractual relationships with the Company upon the reception of such express amendment) by the Applicant.

11.4 The failure of the Company to enforce any of the specific provisions of these Terms of Service shall neither preclude any other or further enforcement of such provision(s), nor the exercise of any other right hereunder.

CLAUSE 12 - DATA PROTECTION

12.1 The Applicant authorize the Company to process technical data related to the redirection of persons to the Company's Websites through the use of links displayed on the Applicant's website(s), and to process the Applicant or its employees' personal data provided by the Applicant or collected during the registration process of the Applicant, during the period of these Terms of Service and, after termination of these Terms of Service, during the period necessary for the Company to comply with legal requirements.

12.2 The Applicant agree and allow the Company to collect, process, and transfer to its processors, including the processors situated in countries not ensuring the adequate level of protection according to European Commission, the following types of data/information related to the Applicant:

12.2.1 information that the Applicant voluntarily provides to the Company, such as names, e-mail address, address, date of birth, and other miscellaneous account information submitted through the Applicant registration form;

12.2.2 software and hardware attributes, along with any other data that can be gained from the general internet environment, such as browser type, IP address, etc.;

12.2.3 private communications, such as telephone conversations, chat logs, faxes, and letters to the Company's Staff, along with chat and e-mail messages to the Company's Staff. The Company keeps chat logs for a limited period of time.

12.3 The Company will use my personal data for mainly general purposes, such as accounting and management of suppliers, contacting the Applicant, customizing the Program materials, and for promotional marketing purposes, to the extent allowed by law.

12.4 The Applicant may obtain a copy of any personal information that the Company processes and ask for rectification of any incorrect personal data, upon written request to the contact provided in the present Terms of Service and indication of the address to which the information must be sent. If the Applicant would oppose the processing of its personal data by the Company, the Applicant is entitled to terminate these Terms of Service at any time in compliance with its provisions.

12.5 The Applicant undertakes to receive all necessary consents and agreements from the data subjects that are redirected from Applicant's websites to the Company's Websites.

CLAUSE 13 - Applicable law and jurisdiction

13.1 The parties shall irrevocably submit to the exclusive jurisdiction of the courts of Berlin city for the purposes of hearing and determining any dispute arising out of these Terms of Service.

13.2 These Terms of Service and all matters arising from it and any dispute resolutions referred to above shall be governed by and construed in accordance with the laws of Germany notwithstanding conflict of law provisions and other mandatory legal provisions.