The Scarlett Content Affiliate Terms

Agreement of an Adult Affiliate Arrangement
Between; The Parties
(1) Scarlett O’Hara S.L. (also trading as scarlettcontent whose office is
situated at Apt 29, Alfas Del Pi, 03580 Alicante, Spain (the web sites owner) (herein after known as ‘SOH’)
And
(2) (the participant)

‘SOH’ warrants that it owns the copy rights to the PRODUCT and/or has the right to distribute photographic
images and that these images are free of intellectual property violations.

‘SOH’ sells photographic images to third parties and operates adult entertainment web-sites

The ‘PARTICI^PANT operates web sites for internet users.’

INTERPRETATION
In this Agreement the following words shall bear the meaning & terms ascribed to them:-
“IMAGES” shall mean the photographic images, in dia-positive or in digital (inclusive of all electronic)
formats owned or distributed by ‘SOH’.
“PRODUCT” shall mean the photograph images or digitized images/videos that have been prepared and
catalogued by ‘SOH’ for distribution in the form of electronic media, including but not limited to web sites,
CD & DVD or photographs.
“INTELLECTUAL PROPERTY” shall mean all patents, copyrights, registered designs, design rights, trade
marks or other industrial or intellectual property rights having application in respect of the Product and
applications for any of the foregoing.

SERVICE of PARTICIPANT
A Referral from Your website(s) which entitles You to a Commission shall be defined herein as follows:
(a) An interrnet User ("User" or "Visitor") who has been directed by You to one or more of SOH’s websites through the use of a hyperlink banner ad residing on Your website or some other form of promotional link that automatically connects the User to one or more of the websites; and
(b) A User who, after having been directed to one or more of SOH’s websites through the use of a hyperlink banner ad residing on Your website(s) or other form of promotional link, has been converted into a subscriber to one or more of SOH’s websites; and/or
(c) A User who, after having been directed to one or more of SOH’s websites through the use of a hyperlink banner ad residing on Your website or other form of promotional link, purchases goods or services from the operator of such sites.

PARTICIPANT’S COMMISSION PRACTICE
For each User You direct to a website owned by SOH, who becomes a subscriber or makes a purchase, and who has been tracked and verified by SOH as a Referral to one of SOH’s websites from Your website, You will receive a Commission of 10% of the net sales income.
Net sales incomes are after billing & bank charges have been deducted.
Time and Method of Payment. Commissions due and owing to You under this agreement will be paid to You directly by SOH on a monthly basis for Commissions earned during the prior pay period.
You shall be paid within 30 days of the previous months Commissions. We reserve the rights to choose payout dates for issuing payment to You. We currently issue Commission payments once per month provided you have earned a minimum of $200 for the proceeding period. If You have not earned $200 in Commissions for the prior period, they will be rolled over until at least $200 is reached, at which time you will receive payment.
Payments will be in the form of a bank transfer as separately advised.

PARTICIPANTS; PROMOTION of SOH Websites.
You may use any form of promotion You choose, consistent with the terms of this agreement and the law. You may use banner advertisements, button links and/or text links (collectively hereafter the "Links"), contextual links for popup advertisements and email that is compliant with all laws of any jurisdiction
Subject to the terms and conditions hereof, You are granted a limited, non-exclusive, non-transferable and revocable license to access and download such Links and other designated promotional materials for placement on Your website(s) for the sole and exclusive purpose of advertising, marketing or promoting SOH websites owned, operated or controlled by SOH. In utilizing the Links, You agree to cooperate fully with Us in establishing and maintaining such Link or Links. The content on the Company’s website are protected by intellectual property laws and You understand that You are not buying this intellectual property,
Your execution, delivery and performance by You of this agreement is within Your legal capacity and power, has been duly authorized by all requisite action on Your part, does not require the approval or consent of other persons, and neither violates nor constitutes a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which You are subject or which is binding upon You, or (ii) the terms of any other agreement, document or instrument applicable to You or binding upon You.

7. WARRANTY and INDEMNITY
Unless expressly stated in this Agreement, ‘SOH’ shall not be liable to the ‘PARTICIPANT’ by any reason of any implied warranty, condition or other term or any duty at law, or under the express terms of this Agreement, for any consequential loss or damage (whether for loss of profit or otherwise) and whether occasioned by the negligence of ‘SOH’ or its employees or agents or otherwise arising out of, or in connection with any act or omission of ‘SOH’relating to the processing of the Product,
‘SOH’ indemnifies the ‘PARTICIPANT’ and its officers & employees against any loss incurred by a breach by ‘SOH’ of any of its obligations under this agreement caused by negligent or wilful acts and omissions of ‘SOH’
‘SOH’ holds the ‘PARTICIPANTr’ harmless for any legal issues relating to the distribution of the material as it relates to all laws and regulations for adult entertainment as set forth in the country, state or county and ‘SOH’ has assumed full responsibility for the determining what images are suitable for use in the community of the sites.
SOH’ warrants all models depicted in images are 18 years of age or over.

The ‘PARTICIPANT’ warrants that all applicable Laws & Statutory requirements in relationship to its obligations under this agreement will be followed. The ’PARTICIPANT’ may not use false or misleading subject lines or headers. We also strictly prohibit you from transmitting e-mail that makes use of or contains invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing ("counterfeit e-mail").
You are a person over the age of eighteen (18) years, or over the age of majority if You reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years.
You are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to Your website.

NOTICES
Any notice to be given under this Agreement shall be in writing and shall be deemed duly given if left at or sent by fax or registered or recorded delivery post to the address set out in the head of this Agreement, or to such other address of which notice in accordance with and expressly referring to this clause is given. Any such notice shall be deemed to be served at any time when the same is left at the office of the party to be served or when the same notice would have reached the address in the normal course or if served by post or courier by the sixth day (excluding Saturday & Sunday), following the day of sending/posting.
PROPER LAW AND JURISDICTION
This Agreement shall be governed exclusively by the laws of the Communitat de Valencia, Spain and shall be deemed to have been made in the Province de Alicante, Spain.

10. ENTIRE AGREEMENT
This agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement is deemed effective and binding immediately the Product is used by the ‘Distributor’. Providing the Product is not used and is returned to the ‘Supplier’ within twenty (20) days of receipt, this Agreement becomes non-effective. If any provision(s) of these terms and conditions is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with other provisions remaining in full force and effect.