KLIKIR AFFILIATE TERMS AND CONDITIONS

The person duly submitting the online registration form linked to this document or the traffic insertion order (“Registration Form”) and/or the entity on whose behalf it is signed ("Affiliate"), thereby enters into a binding agreement with Daisley Limited trading as AEDGENCY Ireland ("KLIKIR"), 30 The Mall, 1st Floor, Beacon Court, SandyFord, Dublin 18, Ireland and incorporated under the Companies Act 1963 to 2006 (10/19/2007) with the Company Number 447836, subject to the Registration Form and this KLIKIR terms and conditions (jointly the "Agreement").

Whereas KLIKIR is an entity operating advertising services and managing a group of several websites offering different types of products and services online, most of which are leaders in their respective online markets.

Whereas KLIKIR is an Irish company focused in the advertising and entertainment sector, developing its activities mainly on the Internet.

Whereas Affiliate is interested in providing different services to KLIKIR related with advertising activities.

1. DEFINITIONS

The following terms have the following meanings:

“Content” shall mean all text, images, video, audio, and other data, products, services, advertisements not published by KLIKIR, other promotional material, links and software, including any related modifications, updates, upgrades, enhancements and documentation, including without limitation any of the foregoing owned by third parties advertising its products and/or services (“Advertisers”) and provided by KLIKIR to Affiliate.

“Advertisement” shall mean the advertisement from Advertisers provided by KLIKIR to Affiliate in order that Affiliate provides the Services described in this Agreement.

“Websites” shall mean the Internet websites of the Affiliate provided by Affiliate for the purposes of this Agreement.

“Services” shall mean the advertising services provided by Affiliate to KLIKIR through the Websites.

2. OBJECT

The object of this Agreement consists of the provision of the following Services:

Affiliate shall advertise through the Websites third parties’ content as indicated and provided by KLIKIR, displaying the Advertisement or performing the services described in the Registration Form, and in accordance with the terms of this Agreement, KLIKIR will pay Affiliate the amounts specified in clause 3 of this Agreement.

3. REVENUES AND PAYMENT TERMS

3.1 Subject to receipt to KLIKIR’s satisfaction of up to date details of compliance with VAT, tax, and business formalities in the residence, seat, or permanent establishment of the Affiliate, and identification and bank account details for Affiliate, and to the remaining provisions of this Agreement, in respect of the Services carried out under this Agreement KLIKIR will make payments to Affiliate in accordance with KLIKIR’s rates as amended from time to time (as they appear in www.KLIKIR.com) (“Revenues”). These Revenues shall always be calculated using statistical methods, as agreed in the Registration Form, based on the accesses and/or views by end users of third parties’ content through the Sites using Advertisements (“Traffic”). On a monthly basis, KLIKIR will make available to Affiliate a definitive calculation of the total Revenues earned by Affiliate calculated on the basis of the Traffic, generated during the previous calendar month in consideration of the Services. Revenues and any other relevant amounts are calculated in Euros.

3.2 Calculations of Traffic will be based upon traffic numbers reported by KLIKIR according to a “statistical meter solution” (“Solution”). The Solution is the sole official means for calculating Traffic for each of the Services and, when applicable, for calculating statistics that are sent to Affiliate (“Official Statistics”). Affiliate warrants that it will not disclose such statistics to any third party without KLIKIR’s prior written consent.

3.3 Affiliate shall present to KLIKIR or any payment services company used by KLIKIR, in the form required by KLIKIR or the payment services company, or shall permit KLIKIR or the payment services company to generate on Affiliate’s behalf (self-billing), an invoice for the total monthly Revenues made available and calculated in accordance with clause 3.1. KLIKIR will pay the relevant amounts to the relevant Affiliate or third party after 30 days from the end of the relevant month where the Traffic has been made (provided that Revenues exceed Euro 100). KLIKIR shall be entitled to deduct from the Revenues any proportion of the Revenues that are directly attributable to a failure, delay, misuse or traffic, or similar problem to pay for Traffic for any reason or where KLIKIR is required or decides to make a refund to any third party for any reason.

3.4 KLIKIR will pay Revenues to Affiliate in one of the following manners: (i) by bank transfer to the account specified by or on behalf of the Affiliate in the Registration Form (with any applicable bank charges, transfer costs and taxes to be borne by Affiliate) normally within 5 working days of receipt of the valid invoice, provided that 30 days have passed since the end of the month to which the Traffic invoiced is related. This payment system will be used by default in case no other payment system is chosen. Revenues totalling less than Euro 100 will be aggregated with subsequent months’ Revenues and paid out only when such amount is reached. (ii) from time to time KLIKIR may offer other payment systems to Affiliate, made available on its online management system, for which Affiliate will always need to verify its terms and associated costs. KLIKIR will be responsible in all cases for all payouts due to Affiliate.

3.5 Affiliate will be responsible for all relevant taxes in connection with the Services.

3.6 Payments to be made by KLIKIR to Affiliate under this section will not be made until after KLIKIR receives payment from the relevant Advertiser, even if the relevant Traffic went through. KLIKIR does not guarantee payment to Affiliate if the relevant Advertiser does not pay KLIKIR.

4. KLIKIR FACILITIES

Upon receipt of Affiliate’s duly completed Registration Form (including all details required by such form) and in accordance with Clause 7.1 below, KLIKIR will provide Affiliate with:

4.1 a system to review the Revenues as indicated in clause 3.1 above;

4.2 for Services, a banner identification reference for the purpose of tracking Traffic (“Banner ID 1”). KLIKIR may in its discretion issue further Banner IDs and/or register further Websites upon request from Affiliate; and

5. WARRANTIES

Affiliate represents, warrants, and undertakes that at all times during this Agreement:

5.1 Affiliate is a person of legal age in accordance with the laws of the residence of Affiliate, and in any case at least of eighteen years old (“Adult”), or is a legal entity managed and owned solely by Adults;

5.2 Affiliate has the right to enter into this Agreement and to provide the Services described in this Agreement.

5.3 Affiliate will provide KLIKIR with the Content and the Websites and will be solely responsible for all information provided pursuant to the Registration Form and permitting KLIKIR’s proper services provision.

5.4 All Websites must meet the following criteria:

a Be content-based, not simply a list of links or advertisements, nor can the Websites be centred around making money off of Advertisement for Services;

b Be placed at a top-level domain name, at KLIKIR’s own criteria;

c Cannot encourage users to click on Advertisement or use Advertisement to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing by KLIKIR; incentives include but are not limited to awarding them cash, points, prizes, lottery, contest entries, etc.;

d Be fully functional at all levels; no "under construction" sites or sections;

e Spawning process pop-ups and exit pop-ups are prohibited on the Websites unless previously approved by KLIKIR;

f Cannot place Advertisement into Affiliate’s framed environment, unless previously approved by KLIKIR;

Notwithstanding the foregoing, KLIKIR reserves the right to reject or refuse any Websites for any reason, including but not limited to, for not complying with the afore-mentioned requirements. Likewise, in accordance with this Agreement, if Affiliate fraudulently add leads or clicks or inflates leads or clicks by fraudulent traffic generation or manipulates the statistics in any other way (as determined solely by KLIKIR at its own criteria, such as pre-population of forms or mechanisms not approved by KLIKIR), KLIKIR reserves the right to terminate the Agreement and refuse payment for the fraudulent traffic in accordance with clause 7.3 and to claim the relevant damages compensation or any losses of any nature in this regard from Affiliate.

5.5 Affiliate hereby authorizes and consents that KLIKIR may incorporate the Websites into the database for providing Services. The Websites may include any Advertisement as described in this Agreement.

5.6 Affiliate hereby grants to KLIKIR a non-exclusive, royalty-free, worldwide right and licence by all means and on the Internet, whether now known or hereafter discovered to use, reproduce, distribute, modify, display, digitally perform and make available the Content by any means for advertising purposes and all its constituent parts under the Agreement including logos and trademarks solely or in connection with marketing materials including without limitation on KLIKIR’s websites database in order that KLIKIR, in its own criteria, fulfils its obligations under the Agreement.

5.7 Affiliate controls the content advertised, and runs its business and will perform its obligations under this Agreement in accordance with all relevant community and moral standards and applicable laws, regulations and mandatory codes of conduct relating, in particular but without limitation, to adult entertainment services, advertising and electronic commerce, and has obtained all necessary authorizations or licenses in respect of the content and/or display Advertisement. Likewise, Affiliate will be responsible for obtaining all licenses, permits or releases required to perform its obligations under this Agreement and to procure those necessary to permit KLIKIR´s performance;

5.8 Affiliate does not send or tolerate the sending of any form of unsolicited electronic communication or advertising, including without limitation via email, message boards, instant messaging, SMS or other mobile services, or multiple, fraudulent or misleading submissions to search engines, TGPs or link sites nor does Affiliate use or tolerate the use of any form of deceptive advertising, which includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, pharming, or any other activity;

5.9 No Websites or Content contains, or contains links to, any material that:

(a) infringes any other party’s rights including without limitation copyrights, patents, trade or service marks, image rights, rights of publicity or privacy rights;

(b) is illegal or constitutes consumer fraud (including without limitation being false or misleading), Content liability, tort, breach of contract, injury, damage, or harm or any kind to any person or entity;

(c) is threatening, violent, abusive, hateful or defamatory towards any person; or

d) contains any virus, worm, Trojan horse or any other program, code or feature that may cause damage to or loss of any equipment, data or program or inconvenience to any person, whether or not such result is intended.

5.10 No Sites and/or Content shall include or contain any software, code or application whatsoever including, but not limited to any kind of adware, malware, spyware or any application or means to download or upload any Content. Furthermore, no advertisement shall offer any Content that includes or contains any software, code or application including, but not limited to any kind of adware, malware, spyware or any other application or means to download or upload any advertisement or content.

5.11. Affiliate is and shall be the legal and beneficial owner or authorized licensee of all Intellectual Property Rights in the Websites and Content which shall be free and clear of all liens, charges and encumbrances to the extent that the same may restrict or limit the ability of Affiliate to perform its obligations or the ability of KLIKIR to exercise its rights under this Agreement and Affiliate has the full power to perform its obligations herein contemplated without the consent of any other person.

5.12. KLIKIR has no access to the Websites apart from the access as any other end user. KLIKIR does not take control of Websites and excludes all liability for the aforementioned Websites. KLIKIR does not own, control, manage or host the Websites which are totally hosted in Affiliate’s servers.

6. LIABILITY

6.1 In accordance to the conditions described in this Agreement Affiliate must provide the Services described herein and will indemnify KLIKIR and hold KLIKIR harmless from and against any claim, loss, damage, expense or liability (including legal fees and costs) arising out of the provision of the Services and in particular of: (a) Advertisement, Websites, Content, links or any other Affiliate material or service directly or indirectly provided by the Services; (b) any breach by Affiliate or indirectly through any third party that provides Content to Affiliate of any obligation or warranty under this Agreement including but not limited to the matters listed in clause 5 above; and/or (c) any matter relating to any Websites, its Content, unlawfulness, quality, condition and/or performance.

6.2 To the maximum extent permitted by applicable law, KLIKIR makes no representations or guarantees of any kind, either express or implied with respect to the services described in this Agreement, or the functionality, performance or results of its use thereof including, without limitation, any warranties of merchantability, results or fitness for a particular purpose or other warranties arising by usage trade, course of dealing or course of performance of advertising on the Websites, its performance or uninterrupted availability. Notwithstanding the foregoing, KLIKIR does not guarantee that this Agreement will meet Affiliate’s requirements and/or expectations.

6.3 To the maximum extent permitted by applicable law, KLIKIR hereby shall not be liable to Affiliate or any third party and excludes all liability for:

i. the Websites performance and traffic, advertisement or the Affiliate’s keywords, listings, other elements or for any changes that Affiliate makes based on suggestions by KLIKIR.

ii. any direct or indirect, incidental or consequential loss or damage of any kind (including, without limitation, loss of business, merchantability, profit or data, business interruption, or any other economic, goodwill or physical loss) arising or in connection with this Agreement and in particular any Advertisement, link or any other material accessed through Advertisement, even if KLIKIR has been advised of the possibility of such loss or damage.

iii. negligence and/or all non-fraudulent representations and warranties, express or implied, relating to any keywords, advertisement, links, or any other publisher material or service (including but not limited to any warranty of quality, fitness for a particular purpose, availability or absence of viruses).

6.4 Affiliate will be responsible, where applicable, for including the relevant terms and conditions to access the relevant Content. Notwithstanding the foregoing, Affiliate must always include in the afore-mentioned terms and conditions a clause stating that Affiliate will be solely responsible for the Content provided.

6.5 KLIKIR shall not be liable for any failure or delay on the part of KLIKIR attributable to factors outside its reasonable control, including without limitation any failure, interruption, delay or error in any transmission network, software or hardware; action or failure to act by any third party; and government or regulatory intervention, as well as cases of force majeure including: floods, fires, earthquakes, other natural disasters, war, acts of terrorism and the like. KLIKIR will not be liable for any security breach on the Websites which may be caused for any arrangement made to provide Services to KLIKIR, including without limitation virus, Trojan horses or other malware whatsoever.

6.6 Without prejudice to any other provision of this clause, the total liability of KLIKIR to Affiliate arising out of the matters referred to in this Agreement, in any case, shall not exceed, other than in respect of liability that by law can not be so restricted, Euro 50.

7. TERM, ASSIGNMENT, VARIATIONS AND TERMINATION

7.1 This Agreement shall enter into effect upon written confirmation to Affiliate by KLIKIR of Affiliate’s due and complete fulfilment of the Registration Form, and shall remain in effect until terminated in accordance with this Agreement.

7.2 KLIKIR may, with 10 days prior written notice to the Affiliate, in its complete discretion, reject, cancel, remove or modify at any time (including the “look and feel”) any Advertisement for any reason and Affiliate will be obliged to delete, cancel, remove or modify such Advertisement from the Websites in accordance to KLIKIR’s criteria. If Affiliate does not agree to such variation, Affiliate’s sole remedy shall be to terminate this Agreement.

7.3 KLIKIR may terminate this Agreement immediately at any time for any reason by notice to the Affiliate with acknowledge of receipt. Affiliate shall not be entitled to any compensation in respect of Traffic or any loss of profit occurring after termination. KLIKIR may without limitation suspend the usage of Affiliate’s Services and/or, at KLIKIR’s option, terminate this Agreement or exclude any Sites from the application of this Agreement, if Affiliate, directly or indirectly: (a) breaches any provision of this Agreement; (b) becomes bankrupt or insolvent or has a liquidator or receiver appointed to it; (c) seeks to register any website with KLIKIR that is not fully functioning and/or legal; and/or (d) infringes clause 5 as determined by KLIKIR in its absolute discretion.

7.4 KLIKIR may at any time assign this Agreement to another company by posting such assignment on the KLIKIR’s website notified to Affiliate or otherwise notifying Affiliate thereof. Likewise, KLIKIR is entitled to vary this Agreement form time to time for legal reasons or because of changes in the services (including rates, tariffs or method of calculation of Revenues) with a 30 days prior notice to the Affiliate. If Affiliate does not agree to such variation, Affiliate’s sole remedy shall be to terminate this Agreement.

7.5 Upon termination of this Agreement for any reason, both Affiliate and KLIKIR shall cease using any Advertisement, Services, link or any other material, Content or service made available by the other party and references to the other party, remove them from all Sites, where applicable, and not replace them, with no compensation to any party in this respect.

7.6 This Agreement is only available in English. The conditions under which Affiliates contract for the Services will not be stored individually. The up to date version of the Agreement will always be made available at the following link: http://www.klikir.com.

8. DATA PROTECTION

8.1 Personal data related to Affiliate, its agents or employees will be processed by KLIKIR, its group companies or its agents in accordance with the Spanish Data Protection laws with the only purpose of performing the obligations arising out of this Agreement, in particular for providing the Services, for billing purposes, etc. Data subjects shall have rights of access, rectification, cancellation and opposition in relation to their personal data held by KLIKIR, which can be exercised by contacting KLIKIR in writing, by post or using the contact form available at http://www.klikir.com/company.html, in accordance with applicable Data Protection laws. All data provided by Affiliate when registering for the Services will be included in a database controlled by KLIKIR. Such database is registered with the Spanish Data Protection Agency. Save where expressly indicated, all data requests for the relevant service or all such data are mandatory, KLIKIR may decide not to allow Affiliate to provide the Services or any part thereof if not provided. The data collected by KLIKIR will be processed for the purpose of managing the provision of the Services by Affiliate. Affiliate hereby consents to the processing of his or her data for these purposes, and for the communication to Affiliate via email of events, news, new activities or services and other commercial information that KLIKIR considers appropriate. Additionally, KLIKIR may use the data collected for sending commercial communications from third companies that may deem of the Affiliate’s interest and which will be clearly identified in the relevant commercial communications. KLIKIR will process all the data and will send the communications to Affiliate not transferring under any circumstance any data to any third party. KLIKIR will not transfer the data to any third party, except when required legally. Nevertheless, KLIKIR may use third parties which will undertake some processing activities under the strict instructions and principles set out in this clause. Affiliate accepts and expressly consents to the data processing contained in this Agreement. KLIKIR guarantees that it will apply the legally required security measures in order to keep Affiliate data strictly confidential and will only use the data for the purposes set out in these Agreement.

8.2 Affiliate, its employees, agents and advisers shall keep confidential and in accordance with the Data Protection laws, even after termination of this Agreement, all information obtained from KLIKIR, including without limitation in relation to Services, Traffic, Revenues, etc, except where the same becomes generally known through no act or omission of Affiliate, or is required to be disclosed by an applicable legal or regulatory provision or judicial or regulatory order prior notification to KLIKIR.

9. MISCELLANEOUS

9.1 Save as expressly set out in this Agreement, all rights, including, without limitation, copyright, patent and/or trademark rights in and to all links, KLIKIR’s Websites, or any other material or service made available by KLIKIR, are hereby reserved by KLIKIR or its licensors and Affiliate shall not modify, extract, imitate, create derivative works, use, copy, reproduce, publish, disclose, distribute or otherwise deal with them other than as expressly permitted by this Agreement or with the prior written consent of the KLIKIR.

9.2 Any notification to either party in relation to this Agreement shall be directed to the address or addresses indicated by such party to the other in the headings of this Agreement or in the relevant Registration Form.

9.3 Nothing in this Agreement shall create any joint venture, partnership or agency between the parties and Affiliate shall not represent to any person that any such relationship exists.

9.4 This Agreement constitutes the entire agreement between the parties regarding its subject matter, and supersedes any prior oral or written agreement or understanding relating thereto. Neither party has relied on any representation or guarantee in entering into this Agreement.

9.5 This Agreement shall be governed by and construed according to the laws of the KLIKIR’s domicile of origin and the parties hereby submit to the exclusive jurisdiction of the Courts of the KLIKIR’s domicile of origin. Any delay or failure by KLIKIR to enforce any of its rights shall not operate as a waiver of such right, nor preclude enforcement in any other instance.

9.6 The clause headings in this Agreement are for reference purposes only and are not intended to be taken into account when interpreting the clauses of this Agreement.

9.7 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remainder hereof.