Moneybookers is a company incorporated under the laws of England and Wales with registration number 4260907. We are authorised and regulated by the UK Financial Services Authority (FSA) as an issuer of electronic money. Our FSA Register number is 214225.

Scope of these Terms of Use

These Moneybookers Affiliate Terms and Conditions apply to the Moneybookers Affiliate Programme. You (hereinafter “the Partner”) shall only become a participant in the Moneybookers Affiliate Programme after approval by Moneybookers.

1.Rights and obligations

1.1.Moneybookers and Partner will co-operate in good faith to launch campaigns (each a “Campaign”) through the Partner or the Partner’s network of affiliates that aim at new end users (each a “Referred User”) signing up for a new Moneybookers end user account.

1.2.Each new Campaign needs Moneybookers’ prior written approval before being communicated. Without limiting the generality of the foregoing, all designs, texts and other creative materials used in connection with a Campaign shall be subject to Moneybookers’ prior review and approval. The Partner and any Affiliate shall be obliged to follow Moneybookers’ reasonable instructions in relation to any material in which Moneybookers’ or any of Moneybookers’ licensors has any intellectual property rights.

2.Licences

2.1.For the duration and strictly for the purposes of this Agreement, Moneybookers hereby grants to the Partner a non-transferrable, licence to use, copy and distribute the Moneybookers logos, trade names, trademarks and other material (the “Proprietary Material”) strictly as provided to the Partner and approved by Moneybookers for this purpose. The Partner shall not make any modifications to such material or its intended use without Moneybookers prior consent.

2.2.The Partner shall at all times follow Moneybookers reasonable instructions in relation to the use or non-use of any Proprietary Material. Any use of the Proprietary Material shall be subject to Moneybookers’ prior approval.

2.3.The Partner shall indemnify Moneybookers against any and all third party claims for the infringement of intellectual property or unfair competition or trade practices or on similar grounds if the Partner breaches any of its obligations under this clause.

3.eWallet

3.1.As a precondition to participating in any Campaign, the Partner must have a Moneybookers eWallet. The Partner will have to accept additional Account Terms of Use that govern the relationship between Moneybookers and the Partner with regards to this account. In case of any discrepancy between the Account Terms of Use and these Moneybookers Affiliate Terms and Conditions, the former will prevail.

4.Commission

4.1.The Partner shall receive a commission based on the following provisions.

4.2.The commission shall be calculated as a percentage of Eligible Fee Revenue. Eligible Fee Revenue shall comprise of the fee revenue generated by Referred users when

4.2.1.transferring funds to merchants for which Moneybookers charges the merchant a receive money fee; or

4.2.2.sending funds to other Moneybookers account holders for which Moneybookers charges the Referred User a send money fee; and shall be reduced by the amount of any

4.2.3.chargeback or reversal costs incurred in connection with a transaction made by a Referred User (regardless of whether or not the merchant ultimately bears such costs); and

4.2.4.negative account balances incurred by any Referred User.

4.3.The introductory commission shall be 20% of the Eligible Fee Revenue but shall be capped at a maximum of 0.6% of the transaction value of the underlying transaction generating Eligible Fee Revenue. The introductory commission shall be applicable until the 31st January 2010. After this date, Moneybookers reserves the right to change the applicable commission rate or its percentage cap or total cap upon giving the Partner two weeks’ notice sent to the Partner’s registered email.

4.4.Commission shall accrue and become due calendar monthly.

4.5.The commission shall be inclusive of VAT, if applicable, or other applicable sales or service tax. If the Partner runs a business that is subject to VAT or a similar sales or service tax, then upon Moneybookers request, the Partner shall issue to Moneybookers, in a form and at intervals to be agreed between the parties from time to time, a VAT invoice recognised by the relevant tax authority for the purpose of reclaiming the VAT paid on the commission. The term “VAT” shall mean Value Added Tax or any equivalent sales tax in any relevant jurisdiction. The parties shall co-operate in good faith to give effect to an efficient tax treatment of the supplies and the payments of consideration contemplated hereunder.

4.6.Referred Users shall cease to be Referred Users and shall therefore cease to be counted in the calculation of the commission payable once the commission (inclusive of VAT or other applicable sales or service tax) paid in respect of a Referred User equals or exceeds 1,000 EUR.

4.7.Commission is paid out to the Partner to its registered Moneybookers Account. 5.Limitation of liability

5.1.Neither party shall be liable in contract, tort or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss regardless of whether or not the same was foreseeable or had been brought any party’s attention.

5.2.Subject to clause, the aggregate liability of each party in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall be limited to the lower of (a) the commission paid to the Partner in the last 12 month period or (b) EUR 10,000.

5.3.Nothing in this Agreement shall operate to exclude or restrict a party’s liability for fraud or fraudulent misrepresentation or death or personal injury due to negligence.

6.Term and Termination

6.1.This Agreement shall commence on the date on which the Partner’s application is approved by Moneybookers (the “Effective Date”) and shall continue unless terminated as provided below.

6.2.Either party may terminate this Agreement without cause by giving 1 month written notice to the other party. 6.3.Either party may terminate this Agreement immediately by giving notice to the other party (the “Defaulting Party”):

6.3.1.if the Defaulting Party files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or a receiver is appointed for the Defaulting Party or its business, or the Defaulting Party goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily;

6.3.2.the Defaulting Party breaches a material provision of this Agreement and such breach (if remediable) is not remedied within five (5) business days after written notice to the Defaulting Party identifying the matter or circumstances constituting the material breach, any breach of the Partner’s obligations under clause 3 shall constitute a material breach; or

6.3.3.if the Defaulting Party violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority.

6.4.No commission shall be payable if Moneybookers terminates the Agreement for reasons set out in clause 6.3 or if the Partner terminates the Agreement for convenience.

7.Third Party Rights

7.1.No person who is not a party to this Agreement shall have rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. No variation or amendment of this Agreement shall require notification to or consent of an Affiliate.

8.Relationship of the parties

8.1.The Partner and Moneybookers are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.

9.Notices

9.1.Unless otherwise stated, any formal notice to be given under this Agreement must be given in writing and delivered either by hand, first class prepaid post or other recognised delivery service.

10.Choice of law and forum

10.1.This Agreement and any legal relationship between the parties arising in connection with it shall be governed by and construed in accordance with the laws of England regardless of the venue or jurisdiction in which a dispute is being determined. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.

11.Waiver

11.1.Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future (subject to the provisions of the Limitations Act 1980).

12.Severability

12.1.If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.

13.Entire Agreement

13.1.This Agreement including all Schedules and other documents referred to herein and the Terms of Use and all documents referred to therein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.