General Business Terms and Conditions

General Business Terms and Conditions www.dublipartner.com

1.  Validity – The following general terms and conditions (hereafter referred to as: “GTCs” or “Agreement”) of DUBLICOM Ltd. (“DubLi”) apply to all users (hereafter: “Partner”) of services provided by DubLi on the internet page www.dublipartner.com. The Partner declares his/her/its consent with these GTCs through their use of the aforementioned services. The terms and conditions of the Partner or third parties do not apply, even if DubLi does not contradict their application on an individual basis. DubLi reserves the right to modify its GTCs solely at its discretion.

2.  Partner Program Content – DubLi operates a world-wide ‘Fun Shopping’ internet portal at www.dubli.com. Customers registered at DubLi (“participants”) can participate in online auctions on this portal and, through the use of targeted purchase bids or by revealing concealed article prices, can reduce sales prices, and consequently, save money when shopping. The purpose of the Partner Program is the creation of a mutual business relationship with the Partner. The object of the contractual agreement is that DubLi makes a Partner internet page (“Partner page”) available to the Partner and operates it for the Partner. This includes all aspects of the web site, in particular the management of all phases of the Partner page auctions, settlement offers, payment processes and the implementation of goods transactions, including storage, shipment and returns processing.

The Partner shall, to the best of his ability, endeavor to gain customers as participants for DubLi’s ‘Fun Shopping’ auctions through the Partner page. The Partner will not be granted exclusive marketing rights or other special privileges as a Partner; in particular, DubLi is entitled to offer the Partner Program, with the same or similar content, to other Partners.

The Partner receives a commission payment from DubLi when DubLi Credits are purchased by participants who have registered through their Partner page. DubLi Credits are needed to participate in auctions at www.DubLi (bidding or disclosure of concealed prices). The commission consists of a percentaged share of the revenue of the aforementioned participant, according to section 8 of these GTCs. Participants’ data remain the property of DubLi; the Partner receives no personal rights to the use of this database. A contractual relationship with participants is with DubLi alone.

3.  Relationship of Partner – DubLi engages Partner as an Independent entity.  Partner hereby declares to be an independent contractor/ entrepreneur. Partner hereby accepts such engagement. It is mutually agreed that this relationship shall not render Partner as an employee, partner under company law, agent of, or joint venture, with DubLi for any purpose. DubLi shall not be responsible for federal or state income, social security, or other such taxes as may be assessed Partner as a result of fulfilling its duties pursuant to the Partner Program. Partner shall be solely responsible for all such taxes. Partner shall not have any claim against DubLi for vacation pay, sick leave, retirement benefits, social security, workers compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

4.  Conflicts Of Interest, Non-Hire Provision and Covenant Not To Compete – Partner warrants that he, she, or it is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between them and any third party.  Further, in rendering their duties, Partner shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which it does not have a proprietary interest. Partner is expressly free to perform services for other parties while performing services for DubLi. During and for a period of one (1) year following any termination of this Agreement, Partner shall not, directly or indirectly hire, solicit, or encourage to leave DubLi’s employment, any employee, agent, consultant, or independent contractor of DubLi, or hire any such employee, agent, consultant, or Independent Contractor who has left DubLi’s employment or contractual engagement within one (1) year of such employment or contractual engagement. Further, and for the aforesaid one (1) year period, Partner hereby agrees not to compete with or circumvent DubLi, in any form whatsoever, as to DubLi’s marketing formula, vendors, industry constituents, or providers of the services/products worldwide.

5.  Website Design, Domain, Hosting fee - For the operation of the partner page, the partner pays an annual hosting fee of $199.00 for the first year. The annual renewal fee is $199.00 per partner page. When multiple partner pages are set up, the hosting/renewal fee is charged for each page. The hosting fee will be charged from the date that DubLi confirms the order. Services are provided by DubLi according to the current terms of service on the www.dublipartner.com home page. A custom designed template, based on client design specifications, is available for an additional fee, agreed upon according to expenditure.

The partner page can, if desired, be operated under the domain of the partner; that is, the domain address will be routed to the partner page. Partners themselves are responsible for registering domains. Partners are not permitted to use “dubli” as a component of a domain name. Domain names may not contravene laws or the rights of third parties.

6.  Marketing/ Promotion – Partner is authorized to promote the Partner page. Promotion activities are subject to DubLi’s authorization after written request from Partner. DubLi reserves the right to limit or disallow any marketing activities that cast – including but not limited to - negative aspersions on the integrity, truthfulness, and/or reputation of DubLi. Marketing activities have to comply with legal requirements. Partner shall be responsible for all expenses it incurs.

7.  Assignment – This Agreement is assignable for DubLi without prior notice. Partner shall be allowed to assign the Agreement after written confirmation by DubLi. Assignee agrees to abide by all the terms and conditions within.

8.  Partner Compensation – Partners shall receive compensation equal to thirty percent (30%) of the net revenue received by DubLi from purchases of DubLi credits from customers who have registered in DubLi’s database through the Partner page.

9.  Auction/Product Claims Representation – Partner agrees to represent its Partner page honestly and within its limitations and design, and not make any inferences that may suggest anything more.

10.  Future Acts And Modifications – Partner understands and agrees that DubLi will cause to be executed and delivered all such future acts as may be reasonably required for Partner to carry out fully and to effectuate the provisions of this contractual relationship of the parties, and any changes, waivers, discharges, or terminations to this contractual relationship which DubLi in its sole discretion may deem necessary, by submitting any such changes in writing to Partner.  Partner agrees to comply with such future acts, changes, waivers, discharges, or terminations.

11.  Confidentiality – Partner acknowledges that during their engagement they may have access to, and become acquainted with, various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by DubLi and/or used by DubLi in connection with the operation of its business including, but not limited to DubLi’s business and product processes, methods, customer lists, accounts and procedures. Partner agrees that they will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of the Agreement or DubLi any time thereafter, except as required and approved by DubLi in the course of their engagement with DubLi.

12.  Termination – The term of the Partner Program shall be one year after receiving of confirmation notice of DubLi. DubLi shall have the right to terminate this Agreement should Partner commit a breach thereof, or fail to comply with those GTCs published by DubLi and which may be amended from time to time at the sole and exclusive discretion of DubLi.  Partner shall have the right to terminate this Agreement at any time, for any reason whatsoever, by submitting their written notice to DubLi. In this case, fees according to Section 5 of the Agreement are not refunded.

13.  Breach/Remedies – Partner agrees and acknowledges that DubLi has made a substantial investment and will continue to invest monies to develop and promote its name, services, products, and good will in the area in which it operates; Partner does hereby agree and acknowledge that, because of such investments, injury may be done to DubLi should Partner breach this Agreement. Therefore, Partner hereto acknowledges that the services to be rendered by DubLi under this Agreement are of a special, unique, unusual, and extraordinary nature, and a breach by Partner of any of the provisions of this Agreement will cause injury and damage. Partner expressly agrees that DubLi shall be entitled to injunctive or other equitable relief in the event of, or to prevent a breach or intended breach of, any provision of this Agreement by Partner that resort to such equitable relief, however, shall not be construed to be a waiver of any rights or remedies that DubLi may have for damages or otherwise. The various rights and remedies of DubLi under this Agreement or otherwise shall be construed as to be cumulative, and no one of them shall be exclusive of any other, or of any right or remedy, allowed by law. Partner agrees that neither DubLi nor its officers, employees, shareholders, industry constituents, sub-contractors, consultants, heirs, or assigns shall be liable, in any way whatsoever, for the failure of any supplier, to ultimately provide, or to continue to provide, any of the services/products contemplated by this Agreement, or to perform, or to continue to perform, any of the duties and/or functions, contemplated by this Agreement. There shall be no liability to the Partner if DubLi fails.

14.  Failure To Exercise - No failure of DubLi to exercise any of the rights or options granted herein, or to insist upon strict compliance by Partner, and no custom or practice of DubLi at variance with the terms hereof, shall constitute any waiver of DubLi’s rights with exact compliance with the terms hereof. A waiver of DubLi of any specific default shall not affect or impair the rights of DubLi with respect to any subsequent default of the same or different nature, nor shall any delay or omission to exercise such rights or options arising from a default affect or impair the rights of DubLi regarding such default or subsequent default.

15.  Unenforceability Of Provisions - If any provision of the GTCs, or any portion thereof, is held to be invalid or unenforceable, then the remainder of the GTCs shall nevertheless remain in full force and effect.

16.  Law To Be Applied – All Sections of the GTCs shall be subject to, governed by and construed in accordance with, the laws in Cyprus.  Form and venue for any disputes between parties shall only be in the State and Federal courts located in Limassol, Cyprus.

17.  Notices - Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given only if deposited as certified or registered mail, postage prepaid, return receipt requested.

18.  Headings - Section headings are for descriptive purposes only and are not to be construed as a part of these GTCs.