STANDARD AFFILIATION AGREEMENT - TERMS AND CONDITIONS

The following Terms and Conditions apply to the Affiliation Agreement between:

Crazy Tomato, s. r. o.
V Tůních 10, 120 00 Praha 2, Czech Republic
ID (IČO): 27257711
Tax ID (DIČ): CZ27257711
Registered in the Commercial Register kept by the Municipal Court in Prague under Section C, entry no. 108161
Duly represented by: Jan Habermann, authorised representative of the company (hereinafter “the Company”)

and

The Affiliate

1.0 Summary

1.1 The Terms and Conditions specify the Parties’ rights and obligations related to their co-operation on the broking of mobile content of third parties and for third parties; such broking shall be provided in exchange for a remuneration in the form of a revenue share in the price, for which end users buy the mobile content from a third party producing or owning the mobile content or representing such producer or owner.

1.2 The subject of the Agreement is the Parties’ co-operation on the broking of mobile content. End users order mobile content and pay for it by means of PR SMS.

2.0 Definition of Terms

End User
A user of the public mobile telephone network, who orders mobile content through PR SMS.

Mobile content
An electronic data file of varying size and format, which is saved in and displayed on the mobile phone of the end user when he/she places a respective order, for example: logo, colour logo, picture SMS, monophonic, polyphonic or real ringtone, animation, wallpaper, fun message, game, etc.

Revenue share
Financial remuneration paid to the Affiliate for the broking of mobile content by means of the Partner’s media (website).

PR SMS
A service provided by the operators of public mobile telephone networks enabling users to order mobile content and pay for it by means of text messages with a higher (premium) rate (price).

CT software
A system for tailor-made advertisement adjustments for different media of the Affiliates.

CT Affiliate portal
A affiliate portal of the Company containing a structured and categorised collection and description of mobile content, to which the advertisement generated by the CT SW placed on the Affiliate’s media is linked (hereinafter “the Portal”)

Website
A collection of electronic information and data in the form of web pages, i.e. pages created in the http protocol; such collection is stored in the memory of a computer and is accessible through the Internet computer network using URL addresses in the format “http://”.

3.0 The Company’s obligations

3.1 The Company is a broker of mobile content of third parties and for third parties on websites of other media.

3.2 The Company is a broker of mobile content (it is neither the producer nor owner of the mobile content, nor does it represent any producer or owner). The Company is not liable for any potential violation of intellectual or other rights of third parties as a result of brokering the promotion or sale of mobile content.

3.3 The Company declares that it has taken all steps that might be rightfully requested from it in order to ensure that it brokers only mobile content of such third parties, which are entitled to promote and sell the mobile content. Third parties, whose mobile content is sold through the Company, have contractually confirmed that the mobile content they sell through the Company and the Partners is sold, promoted or otherwise used by them in compliance with valid and effective legal regulations and common business practice and other binding regulations, in particular with regulations related to the protection of intellectual property and protection against immoral and other socially unsuitable products.

3.4 The Company undertakes to ensure the accessibility and functioning of the CT SW and of the CT Affiliate portal in the best possible quality and extent.

3.5 The Company shall create a CT Affiliate portal and make it accessible in the Affiliate’s domain

3.6 The Company undertakes to pay to the Affiliate a revenue share from the broking of mobile content by means of the Affiliate’s media. The exact amount of the revenue share for different types of mobile content is specified at the URL address “www.crazytomato.com”

3.7 The Company reserves the right to unilaterally decrease the Affiliate’s revenue share as defined at the URL address “www.crazytomato.com” exclusively if one of the following events occurs:

• a mobile operator decides on the decrease of the revenue share
• a third party – provider of the content – decides on the decrease of the revenue share
• a substantial change of individual operators’ share in the pool of end users

3.8 If the Affiliate’s revenue share decreases, the Company undertakes to inform the Affiliate about such change at least 1 calendar month before the day such change becomes effective. This information shall be delivered to the Affiliate via email.

If the Affiliate does not agree with the change of the revenue shares, it may withdraw from the Agreement and such withdrawal will become effective on the day the changes of the revenue shares would have otherwise been applied against the Affiliate; however, the Affiliate must in such event withdraw from the Agreement no later than 10 calendar days after the delivery of the information from the Company on the revenue share change.

3.9 The Company shall make accessible to the Affiliate on-line statistics of the volume of mobile content sold through advertising panels placed on the Affiliate’s medium or in the CT Partner portal. The Affiliate will be able to access the on-line statistics at the URL address “www.crazytomato.com”. The Company shall advise the Affiliate of the details regarding the access to the on-line statistics in electronic form (by e-mail, unless otherwise agreed upon by the Parties) without unnecessary delay

3.10 This Terms and Conditions shall not be considered breached if the Company temporarily restricts or suspends some of its activities or fails to fulfil some of its obligations owing to an event of force majeure such as emergency, natural disaster, military conflict, epidemic, etc. for the duration of the effects of such force majeure. The Company must take steps that might be rightfully requested from it in order to minimise the consequences of the force majeure.

3.11 In case of a partial or complete suspension of activities for reasons defined in Article 3.8 of the Terms and Conditions no financial or other fulfilment may be required from the Company with the exception of fulfilment, to which the Affiliate had been entitled before the reasons for the partial or complete suspension occurred.

4.0 The Affiliate’s Obligations

4.1 The Terms and Conditions do not establish the Affiliate’s liability for any potential violation of intellectual or other rights of third parties.

4.2 The Affiliate undertakes not to broker or sell mobile content other than the mobile content brokered by the Company

4.3 The Affiliate hereby undertakes to put advertisements for mobile content on its website by means of the CT SW defined in Article 2 of the Terms and Conditions.

4.4 The Partner undertakes to maintain the media, through which mobile content is promoted and brokered pursuant to these Terms and Conditions in a condition and quality adequate for these purposes.

4.5 The Affiliate is entitled to adjust colours and formats of the advertisements generated by the CT SW in its domains.

4.6 The Partner is entitled to have its logo placed on the CT Partner portal after mutual agreement with the Company.

5.0 Payment

5.1 The Company undertakes to pay the Affiliate a revenue share in the price of the mobile content. The prices of the mobile content including the respective revenue shares are specified at the URL address “www.crazytomato.com”

5.2 The Company shall not pay the revenue share for a given calendar month if the revenue share is less than 50 USD (in words: fifty US dollars) + VAT (hereinafter “the minimum amount”) if the Affiliate has selected PayPal as the payment option.

5.3 The Company shall not pay the revenue share for a given calendar month if the revenue share is less than 100 USD (in words: one hundred US dollars) + VAT (hereinafter “the minimum amount”) if the Affiliate has selected bank transfer as the payment option

5.4 If the Affiliate’s revenue share fails to reach the minimum amount even if revenue shares for two subsequent calendar months are added up, then the total revenue share shall be paid together with the payment of the revenue share for the following calendar month (once per quarter) regardless of the total amount of these three revenue shares.

6.0 Sanctions

6.1 The Company shall in no way be liable for the content of the Affiliate’s website.

6.2 The Company shall not make any compensation to the Affiliate on any grounds whatsoever in respect of indirect losses such as loss of earnings, financial or commercial loss, increase in overheads, loss of brand image, consequences of any third party proceedings or loss originating or arising out of the Agreement, as well as damage caused to persons or goods that are distinct from the purpose of the Agreement. In the event that the Company is found liable, the total amount of compensation the Company will pay the Affiliate shall not exceed the Parties’ combined revenue shares from downloads of mobile content over the 6 (six) months preceding the event giving rise to the damage.

7.0 Intellectual Property rights

7.1 The Affiliate declares and warrants that it does not and will not infringe the rights of any third parties whatsoever, especially insofar as concerns the choice of sub-domain names intended to host the Portal, or of the keywords designed to list the Portal in search engines.

7.2 The Company shall remain the sole owner of its names, trademarks, logo and other distinctive signs together with the whole of the elements that it deploys to the Affiliate, in particular the design and layout of the Portal and the CT SW.

8.0 Duration

8.1 The Parties may withdraw from the Agreement by means of a written notice delivered to the other Party. The notice period is six months, starting on the day the notice is delivered, unless otherwise agreed on by the Parties. (Email is considered a valid delivery method.)

8.2 If the Affiliate demonstrably breaches the provisions of Articles 4.2 through 4.6, then the Company is entitled to immediately withdraw from the Agreement.

8.3 The Parties undertake to settle their mutual financial commitments after the termination of the Agreement.

9.0 Username and password

9.1 The Affiliate has sole liability for using the Username and Password forwarded by the Company. On no account should the said Username and Password be disclosed to any third parties. In the event of unauthorised use of its Username and Password, the Affiliate must inform the Company without delay.

10.0 Personally identifiable data

10.1 The Company hereby agrees to comply with all the provisions of the European Directive of 8 June 2000 and with all other legislation that may be introduced to amend or complete the same. The Company is sole proprietor of the database created from the information gathered from End Users and Internet Users, and is solely liable for processing the personally identifiable data gathered.

11.0 Confidentiality and Final Provisions

11.1 The Parties undertake to keep confidential all information that they have acquired about each other in relation the Agreement that is not publicly available. In this respect the Parties undertake to ensure that such information is kept confidential also by their employees and/or other co-operating persons, who may come into contact with such information. This Article does not affect the Parties’ obligations implied by legal regulations. These provisions shall remain in force also after the termination of this Agreement.

11.2 Unless otherwise specified, delivery by means of e-mail is considered a valid delivery.

11.3 The Parties undertake to protect the goodwill and rightful interests of each other in terms of their co-operation pursuant to this Agreement.