Three

Definitions:

• "3 Marks" means the service marks, trade marks, logos, related brands and other distinctive brand features of 3 as owned by or licensed to 3 from time to time;
• "3 Services" means the content and services provided by 3 by means of a 3G network including voice and/or data an/or audio and video communication services;
• "3 Site" means 3’s website located at www.three.co.uk or threestore.three.co.uk or such other URL as notified by 3 to Affiliate;
• "Affiliate Site" means a site operated by Affiliate for the purposes of directing potential customers to the 3 Site;
• "Brand Guidelines" means the guidelines setting out the conditions in which Affiliate may use the H3G IP and supplied separately to Affiliate;
• "Commission Trigger" means where a potential customer who is referred to 3 by the Affiliate (using designated web links) successfully applies for and is accepted by 3 for connection to the 3 Services; and seventeen (17) days have passed from the date that the customer has concluded the purchase of their Handset and entered into a contract for the provision of 3 Services by 3;
• "Confidential Information" means secret or confidential, commercial, financial, marketing, technical or other information, know-how, trade secrets and other information relating to 3
• "Equipment" means a Handset, accessory or USIM pack;
• "Handset" means a device or mobile handset approved by 3 for use on the 3G network and which may be used to access the 3 Network;
• "Intellectual Property Rights" means all intellectual property rights, including patents, registered designs, trade marks and service marks, rights in the nature of unfair competition rights, copyright, database right, design right and all similar property rights;

 Affiliate Terms & Conditions

These Terms & Conditions ("Terms") apply to the appointment by Hutchison 3G UK Limited, of Star House, 20 Grenfell Road, Maidenhead, Berkshire. SL6 1EH (registered number 3885486) ("3") of any Affiliate approved onto their programme.

1. Introduction

1.1       Affiliate is subject to approval by 3 or Awin (the "Approved Affiliate Network").

1.2       Affiliate is permitted to promote 3’s products and services and these Terms sets out the terms and conditions of Affiliate’s appointment as a non-exclusive representative of 3.

1.3       Affiliate agrees to be bound by these Terms and acknowledges that a breach of these Terms by Affiliate will result in termination.

1.4       Affiliate should contact the 3 Affiliate Helpdesk at uk-three@awin.com or on telephone number 02037610426 with any queries regarding these Terms or any other matters relating to its acceptance by 3.

2. General Obligations of Affiliates

2.1       Affiliate must not make, give or apply any conditions, promises, warranties, guarantees, terms, representations or other commitments in respect of, or concerning 3 Services or Equipment, other than generally prescribed by 3 in writing.

2.2       Affiliate must not mislead or deceive, nor make any false statements or representations to any person in respect of 3 or the 3 Services.

2.3       Affiliate must not receive any payments from customers for 3 Services.

2.4       Affiliate must co-operate with 3’s reasonable directions, particularly with regard to standards and quality of promotion and service.

2.5       Affiliate must keep secret and confidential all Confidential Information disclosed to it and shall not disclose such Confidential Information without the prior written consent of 3 except where Affiliate can show the Confidential Information is in or has become part of the public domain other than as a result of a breach of the obligations of confidentiality under these Terms.

2.6       Affiliate must ensure that all procedures notified by 3 relating to the promotion and marketing of 3 Services and Equipment to customers and the introduction of customers to 3 are fully complied with.

2.7       Affiliate must fully indemnify and hold harmless 3 (and its directors, officers, employees and agents) (“Indemnified Parties”) from and against any losses, damages, costs (including legal fees) and expenses suffered or incurred by the Indemnified Parties or awarded by a court of competent jurisdiction against the Indemnified Parties as a result of or in connection with any claim or action arising out of:

               2.7.1 any breach by the Affiliate of these Terms;

               2.7.2 any claim brought by a third party (including breach of third-party Intellectual Property Rights) in relation to an act or omission of the Affiliate; or

               2.7.3 any breach by Affiliate of any statute or regulation.

3. H3G Intellectual Property and Marks

3.1       All Intellectual Property Rights in the 3 Services, the Confidential Information and the 3 Marks are the property of 3 ("H3G IP").

3.2       Affiliate acknowledges that its right to use H3G IP is only as expressly set out in these Terms. Affiliate acknowledges and agrees that its use of the H3G IP pursuant to these Terms does not give Affiliate any rights, title or interest in the H3G IP except the right to use the H3G IP as expressly permitted by these terms, and that all goodwill in or associated with the H3G IP, including any goodwill generated by or arising through Affiliates’ activities under these Terms accrue for the benefit of, and belong exclusively to, 3 or any other party nominated by 3.

3.3       From time to time, Affiliate may be permitted to use the 3 Marks. In using the H3G Marks, Affiliate must:

              3.3.1 comply with the 3 Marks Guidelines set out in the Branding tab of these Terms;

              3.3.2 ensure that each reference to and use of the 3 Marks is in accordance with any written instructions from 3;

              3.3.3 observe 3’s Brand Guidelines and directions regarding the use of the 3 Marks notified by 3;

              3.3.4 submit details of any use of the 3 Marks to 3.

3.4       Affiliate must not licence, permit or otherwise authorise any third party to use the 3 Marks.

3.5       Affiliate must immediately inform 3 if it becomes aware of any improper or wrongful use by any person of the H3G IP.

3.6       Affiliate must not do, cause or authorise to be done, anything which may impair, damage or be detrimental to the reputation or goodwill associated with 3 which may adversely affect the value or validity of the H3G IP, or which may bring the H3G IP into disrepute or which may jeopardise or invalidate any registration or application of registration of the H3G IP or H3G’s title to the H3G IP.

3.7    H3G reserves the right to not pay for sales that result from brand bidding (more details of restricted keywords supplied on the PPC Tab)

4. Miscellaneous

4.1       Affiliate shall not assign, sub-contract, transfer, charge or make over this appointment or any of its rights or obligations without 3’s prior written consent.

4.2       Affiliate shall act as principal on its own account in all circumstances and shall not hold itself out as the agent of 3 or purport to act on 3’s behalf in dealings with third parties.

4.3       The Affiliate shall not appoint or purport to appoint any referral partners, dealers or sub-dealers.

4.4    The construction, validity and performance of these Terms and any dispute relating to their subject matter will be governed by the law of England and Wales and the parties submit irrevocably to the jurisdiction of the English courts.

4.5    The affiliate agrees that its Site does not violate intellectual property rights or promote sexually explicit materials, gambling, violence, illegal activities, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

4.6       Affiliate must ensure that the Affiliate Site includes up to date information regarding the 3 Products and Equipment