Traffic Provision Agreement
Kamyaram Holding B.V.
Kamyaram Traffic Provision Agreement (version of 5 December 2025) doc nr. 202523
This KAMYARAM TRAFFIC PROVISION AGREEMENT, in essence a services agreement, (the Agreement), version of 5 December 2025, as accepted by the Parties to the signed Insertion Order referencing its terms, is entered into on the date of the Insertion Order, by and between:
1. KAMYARAM HOLDING B.V. a limited liability company incorporated in the Netherlands and having its registered address at Herengracht 449A in 1017 BR Amsterdam and registered with the Dutch chamber of commerce (Kamer van Koophandel) under number 69183228 (the Service Provider); and
2. THE COMPANY, as detailed in the relevant signed Insertion Order which references this Agreement, that wishes to engage the Service Provider for the promotion of Chatting Offers (the Company)
The Company and the Service Provider are also referred to individually as a Party and collectively as the Parties.
WHEREAS
A. The Company is part of a network of affiliated entities which own websites on which chatting services are offered to online consumers. Consumers can sign up to the websites and, in exchange for payment, enjoy adult natured chatting services rendered by third parties who are engaged by the Company to chat with its consumers (the Chatting Offers).
B. The Service Provider is an online media buying agency that wishes to promote the Company’s Chatting Offers on various online fora in exchange for payment (the Services), all as set out in the relevant Insertion Order signed by the Parties and governed by the terms of this Agreement.
C. The Parties have explicitly accepted the applicability of this Agreement to the Services by signing the Insertion Order which references this Agreement and declares it applicable to the relationship between the Parties. The applicability of any other terms or conditions commonly used by the Company are herewith rejected and explicitly excluded. The Insertion Order together with a copy of this Agreement has been sent to the Service Provider by e-mail.
IT IS AGREED AS FOLLOWS
1. THE SERVICES
1.1 The Service Provider shall provide the Services with diligence, care and in accordance with this Agreement and applicable law.
1.2 The Service Provider may in principle promote the Company’s Chatting Offers through, either, Advertising Material provided to the Service Provider by the Company or, otherwise, through Advertising Material which the Service Provider has created itself. The Service Provider is not obliged to seek the Company’s approval prior to using its own created Advertising Material.
1.3 The Service Provider shall ensure that its promotional activities shall comply with the characteristics of the Chatting Offers as set out in Clause 3 paragraph c.
1.4 The Service Provider shall not engage in traffic generation through the (bulk or non-bulk) sending of unsolicited electronic messages (e-mail or otherwise) in a manner which violates applicable (spamming) laws.
1.5 The Service Provider shall not engage in any practice, through the use of bad faith or fraudulent tactics, which may artificially increase the number of conversions, i.e. create conversions which do not represent a consumer genuinely interested in the Offer, and by doing so fraudulently inflate the commissions owed to the Service Provider.
2. THE COMPANY’S OBLIGATIONS
2.1 To ensure that online users referred to the Company’s Chatting Offers through the Services are treated fairly and will not be subject to any misleading acts, the Company herewith undertakes to comply with the obligations set out in this Clause 2. The Company shall not (and warrants that its Representatives shall not):
a make its Chatting Offers accessible in any jurisdiction (country) in the world where such Chatting Offers are unlawful; or make its Chatting Offers accessible to individuals who are under 18 years old or, alternatively, under the legal age as applicable in the jurisdiction where the individuals reside. The Company shall take all technical and legal measures to prevent individuals who are not of legal age from accessing its Chatting Offers;
b either explicitly or implicitly misrepresent to consumers the characteristics of its Chatting Offers. The main characteristic of its Chatting Offers consists of enabling consumers to chat with a non-real (i.e. fantasy) profile about adult and non-adult themes, whereby the fantasy profile image does not represent the person who is actually chatting with the consumer (or alternatively is powered by artificial intelligence software). The Company warrants that its Chatting Offers will not include any express or implied statements or the creation of any impression in any way which conflicts with the main characteristic of the Chatting Offers as described in this Clause
this means, inter alia, that the Company must refrain from any action or statements towards consumers which would:
● provide consumers with the impression that they are chatting with the person represented by the profile image which depicts their fantasy natured conversational partner;
● provide consumers with the impression that they can go on a date with the person represented by the profile image or otherwise achieve any physical encounter with said person or any other person;
● engage any terminology or imagery or other type of media on its websites (or otherwise) which conveys any of the above listed prohibited impressions, such as for example, but not limited to, variations of the term: ‘dating’, meeting people, any imagery or video or other medium of people kissing, holding hands or in any other way communicating a possibility of people physically depicted together.
The Company ensures that it shall also contractually impose the prohibitions set out in this Clause 2 on any chat operation company which it engages to perform the chatting service with its online consumers;
c make its Chatting Offers available in a manner which breaches this Agreement, applicable consumer rights laws or data protection laws, The Company shall refrain from unfair, misleading or aggressive commercial practices which may unduly influence a consumer’s decision to participate in an Offer. It shall not misrepresent the price which consumers will be charged for upon purchasing the Chatting Offers. The Company shall not, in any way, without the consumer’s prior informed and active consent: (i) enrol the consumers in any additional offers; or (ii) in any other manner charge the consumers for additional products or services.
2.2 In case the Service Provider, at its sole discretion, deems that the Company has breached this Clause 2, it shall have the right to immediately cancel this Agreement.
3. PAYMENT TERMS
3.1 The Service Provider shall be paid an aggregate commission based on a pay per Lead model in conformity with this Clause 3. If the Parties agree on a different pay out model, the details thereof will be agreed upon separately and attached to the Insertion Order.
3.2 The ‘pay per Lead’ model shall entitle the Service Provider to the payment of a commission per Lead. The amount of the commission per Lead, ex any applicable VAT or similar tax, shall be agreed upon by the Parties in the Insertion Order. The aggregate commission shall be paid out to the Service Provider either weekly, monthly or otherwise as agreed upon with the Service Provider in the Insertion Order.
3.3 All payments due under this Service Provider Agreement to the Service Provider shall be issued in EUR. Insofar applicable, any pay out to the Service Provider will be increased with any due VAT. No payment shall be done in digital (crypto) currencies, unless agreed between the Parties beforehand.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All the intellectual property rights pertaining to any Advertising Material created by Service Provider shall remain the sole property of the Service Provider.
5. LIABILITY
5.1 The liability of the Service Provider for any type of claim brought against it by the Company, being a claim for damages, performance or dissolution or a combination thereof or for any non-contractual (tort or otherwise) claim under law or equity related to this Agreement or otherwise in any way related to the matters set out in this Agreement, shall be capped at the amount the Service Provider has earned from selling traffic to the Company over a period of six months prior to the event triggering the liability of the Service Provider.
5.2 A Party shall not be liable to the other Party for any loss or damages due to a failure to perform its obligations under this Agreement because of forces beyond its reasonable control (force majeure), such as (but not limited to) the enactment of new laws, pandemics, breakdowns of systems, loss of data, actions by banks and other financial institutions etc. Nor shall any Party be liable to the other party for lost revenue, indirect or consequential damages
6. INDEMNIFICATION
6.1 The Company shall, and shall procure that its Representatives shall, indemnify and hold harmless the Service Provider and its Representatives (together: the Indemnified), for and against all actions, claims, demands, fines, liabilities, losses, costs, fees (including reasonable fees of attorneys and other external advisers) damages and expenses suffered or incurred by the Indemnified, or imposed upon or instituted against the Indemnified by any third party (being a consumer, private entity or governmental entity), resulting directly or indirectly from, or connected in any way to (i) any (alleged) breach, non-performance or non-observance by the Company of its obligations under this Agreement or (ii) any (alleged) breach of rights of third parties including but not restricted to intellectual property rights or; (iii) any (alleged) breach of the Company’s obligations under any laws governing its activities, including (but not limited to) consumer rights laws, data protection laws and advertising codes and regulations.
7. CONFIDENTIALITY
7.1 A Party shall always keep all Confidential Information of the other Party private and confidential. A Party may only disclose Confidential Information to the extent reasonably required due to: (i) any defence of the Party in any legal proceedings or investigation; (ii) any law to which the Party or its Representatives are subject; (iii) any governmental authority, regulatory authority, supervisory authority or judicial authority (including any court) having jurisdiction over the Party or the Representatives - all provided that, to the extent it is legally permitted to do so, the Party shall give the other Party notice of the relevant disclosure.
7.2 For the avoidance of doubt, a Party shall be prohibited, under any circumstance, from disclosing any information regarding the other Party (regardless of whether the information qualifies as Confidential Information) to journalists, bloggers or other members of the media and/or owners of (online) publications.
8. TERM AND TERMINATION
8.1 This Agreement shall commence on the date of the relevant signed Insertion Order referencing the Agreement. The Parties may at any time terminate this Agreement in mutual agreement with immediate effect. In addition, either Party shall be entitled to terminate this Service Provider Agreement at any time, without cause, taking into consideration a notice period of 48 hours.
8.2 Each Party shall be entitled to terminate this Agreement at any time with immediate effect in case of an Event of Default in relation to the other Party.
9. AMENDMENTS AND WAIVER
9.1 This Agreement may only be amended with the consent of both Parties. A waiver of any right under this Service Provider Agreement shall only be effective if given in writing and executed by or on behalf of the Party giving the waiver and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach or default.
10. ASSIGNMENT
10.1 A Party may not assign, otherwise transfer or encumber, its rights and obligations under this Agreement to any Party without the prior written consent of the other Party.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement and any non-contractual obligations arising out of it or in connection with it are governed by and shall be construed in accordance with the laws of the Netherlands.
11.2 Any disputes arising out of or in connection with this Service Provider Agreement, including regarding the existence or validity of this Service Provider Agreement, and any non-contractual obligations arising out of or in connection with this Service Provider Agreement, are subject to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
Schedule 1
Definitions and Interpretation
Advertising Material
| means banner ads, (pre)landers, pop ups and unders, hypertext and any other type of advertising material, including custom websites subject to licensing (white labels), used for its Services by the Service Provider |
Chatting Offers | means the chat engagement product as offered by the Company to consumers on its websites, as described in Recital A to the Agreement |
Clause | means a clause in this Agreement |
Confidential Information | means all information (in whatever form or format and however stored, recorded, kept or preserved) disclosed or made available by one Party to the other Party or its Representatives, including in particular (without limitation): (i) any information that on being disclosed or made available, or otherwise accessed, is marked or otherwise designated as being confidential, or would be regarded as confidential by a reasonable business person; (ii) any trade secret (including, without limitation any trade secrets as referred to in article 2((1) of Directive (EU) 2016/943; (iii) any information, data or content in relation to: the business, affairs, customers, prospects, suppliers, employees, agents, service providers, plans, intentions, market opportunities, transactions, creative material, any intellectual property, sales or finances of the Party or its Representatives or any information in relation to the Party’s operations, processes, strategies, methods, products, services, prices, marketing, know-how, development, designs, code, techniques, technology, procedures, results, inventions, equipment, applications or software but excluding any information in relation to a Party or its Representatives that is publicly available or becomes publicly available otherwise than through disclosure by the other Party in breach of confidentiality duties; or information which the Parties agree in writing is not confidential or may be disclosed |
Conversion | means an action the occurrence of which may result in a commission (payment) owed to the Service Provider |
Event of Default | means the occurrence of each of any of the following events in relation to a Party: (a) the Party applies for bankruptcy (or a third party applies for the Party’s bankruptcy) or any proceedings similar to a bankruptcy in the Party’s jurisdiction (b) the appointment of a receiver, trustee or custodian for all or any part of the property of the Party under any type of proceedings (c) a breach of applicable laws by the Party or of any undertaking, obligation or warranty under this Agreement (d) the Party becomes (or is likely to become) the subject of bad press, a criminal, regulatory or other type of governmental investigation, or of any other occurrence which causes such reputational or legal concerns for the other Party that it can no longer reasonably be expected to continue this Agreement |
Insertion Order | means the signed document which (inter alia) sets out the scope of the Services, the details regarding the commission payments and through which the Parties have accepted the applicability of this Agreement to the Services |
Lead | means a Conversion which consists of the successful completion by a consumer of all the registration steps required by the Company to effectively be registered as a member to the website on which the Chatting Offers are presented. The Service Provider agrees that the registration steps may (inter alia) include a ‘double opt in’ requirement whereby the consumer must confirm his initial registration by subsequently clicking on a link which is sent to the consumer’s email account or other communication medium |
Parties | means the parties to this Agreement as set out in the heading of this Service Provider Agreement, including their successors and permitted assigns |
Representatives | means in relation to either Party: any director, shareholder, stakeholder, employee, business partner, corporate (and other) service provider, joint venture partner and - in relation to either Party - any other party who directly or indirectly controls or is controlled by, or is under common control with, such Party. For the avoidance of doubt, the term ‘control’ here includes ultimate de facto control and is not limited to legal ownership of shares |
Interpretation
a Reference to “include”, “includes” or “including” means including without limitation;
b Reference to ‘money’ shall include digital (crypto) currencies used in lieu of money;
c Words importing the singular include the plural and vice versa, words importing a gender include every gender;
d The headings are inserted for convenience only and shall not affect the interpretation or construction of this document;
e Reference to an article, sub-article, clause, sub-clause, paragraph, sub paragraph, annex, schedule or attachment are, unless indicated to the contrary, a reference to an article, sub-article, clause, sub-clause, paragraph, sub-paragraph, annex, schedule or attachment to this Service Provider Agreement;
f A reference to any agreement (including this Agreement) or other contract includes amendments, supplements and restatements made thereto from time to time;
g Except as otherwise provided in this Agreement, all periods of time set out in this Agreement shall start on the day following the day on which the event triggering the relevant period of time occurred. The expiration date shall be included in the period of time. If the expiration date is not a business day, the expiration shall be the next business day.