The OPTELO society of which head office is 42 rue Eugene CARRIERE 75 018 PARIS , Ltd with a capital of 8000 Euros, registered at the RCS of Paris as number .B 441 739 737 hereinafter designated "OPTELO",
And
The Legal Entity (Society, Associaion etc.) or the Natural Person, whose identities and accurate addresses are :
indicated in the fields above

BEFORE IT IS STATED THAT :
OPTELO is a society specialized in the management and the exploitation of internet and audiotel services (The "Service(s)"),OPTELO offers a programme of affiliation to those Services via Internet and enables the affiliates to this programme (the Affiliate(s)) to present those services on their own sites or exhibition place(s) by offering the use of those services to a third party, by adopting the technical and /or commercial specifications of OPTELO.

The Partner wishes to become an Affiliate. To become an Affiliate, the Partner has to agree with the terms of the present partnership contract - conditions Passup (the "Contract"), and if it is a natural person, he/she has to be over 18; it is stated that OPTELO can't be accountable for the incompetence of every natural person to understand the terms of the Contract. The electronic validation of the contract, proposed below (the "Validation"), leads to the acceptance unreservedly of the terms of the Contract. The partner expressly recognizes that his electronic signature constitutes the proof of this acceptance.

OPTELO being also a producer and a distributor of proper contents, and its trade mark and its commercial image being attached to the Services, OPTELO reserves the right to refuse, in a discret way, the use of services on any web site or exhibition place of which the nature and/or the contents would not correspond to its image, without having to justify this decision and without any compensation, on no account, to be owed, notably in reason of a lack of respect from the partner to his obligations linked to the Contents (as defined below), as mentionned in article 2. The acceptance of the request for Affiliation of the partner is thus liable to OPTELO's final decision at the conclusion of the Validation .

1) Object

In oder to be able to use Passup, the Partner has to understand and accept the technical clauses expounded in the electronic documentation conveyed on the site. Only the webmaster being responsible for the technical installation on his site(s).>
- The Partner inserts a code given by PASSUP in his web site.
- This code calls and displays a procedure form to have access to the Contents.
- This form mentions a surcharged phone number belonging to OPTELO .
- By calling this surcharged phone number, the User will be able to get a private access code (the "Access Code");it will be a temporary access code that the User will have to type in the appropriate field(s). Thus he will be able to be led and have access to the Contents .

The partner receives a payment from OPTELO, regarding to the access to the Contents by the Users, as it is stated in article 2 of the present Contract.

2) Payment of the Partner

a) Payment linked to the access to the Contents

The User who has access to the Contents pays a use price (the "User Price") composed of the use cost of an OPTELO's surcharged phone line, in the terms of access to Contents stated by the Partner regarding to the specifications contained in the Documentation. The user price is payed by the User to OPTELO's phone operator, this ones pays back a variable amount to OPTELO (the "Operator Payment").

The use of PASSUP involves OPTELO's payment to the Partner of a part of the Operator Payment (the "Parner Payment"), as soon as the first use of a valid Access Code given to the User by PASSUP, giving access to the Contents to this User, as it is more expained in the Documentation. The count up of PASSUP's use time which leads to the Partner Payment starts as soon as a User has access to the Contents and it stops when the User stops to have access to the Contents.

THe amount of the Partner Payment appears in the annex of the Payments Table included in the Documentation.

The count up and the length of the calls are data generated by OPTELO from the data taken from the computer systems of France Télécom, Colt or any other operator and of OPTELO;the Partner Payment is calculated on the basis of those data which are not to be contested at all before OPTELO.

The amount of the Partner Payments actually owed by OPTELO to the Partner will be put at his disposal whenever he wants to in the administrator space of the OPTELO web site. The Partner Payments will be payable as soon as they reach the threshold set in the Documentation. This payment will be done in the time limit indicated in the Docmentation. In particular, a one clear day time limit will be observed in order to validate any request for payment of a Partner Payment and take it into account in OPTELO's administrator space.

The Partner Payments waiting to be paid don't generate any interests, neitheir conventional nor legal. They are calculated and payed in Euros. The request for payment addressed by the Partner has to comprise the full details as well as particulars of his bank account.

b) Payment linked to the sponsorship by the Partner As it is stated in the Documentation, the Partner will be able to encourage a third party to become Affiliate by presenting the Services (PASSUP in the case of the present contract) on his sites or exhibition places regarding to OPTELO's specifications. In the case of a third party becoming itself Affiliate by having access to the affiliation programme of OPTELO through the Partner, this last one will become the "Godfather" of those Affiliates and will get a payment calculated according to the Partner Payments that OPTELO owes them, as the Payments Table shows it in the Documentation .

3) Length

The contract comes into effect the day of its validation, for an unspecified length of time subject to restrictive terms mentioned in the Contract, notably but not exclusively in articles 4 and 6.

4) Responsilities and obligations of the Partner

Any natural person or legal entity (firm or Association etc.), French or foreigner, can aggree with the present Contract , as long as he has a postal address where he officially lives, as the partner types it in the form above

Any adherent to the present terms must have a bank account in a European bank office, of which specifications he will be asked in order to be accepted as a Partner after the Validation.

The Partner is entitled to the operating rights of the Contents accessible through the web sites, audio products or other exhibition places that he uses, and in this respect guarantees OPTELO against any claim from any third party or any nature, in particular regarding to the intellectual and artistic property .

The documents protected by the Parner with the help of PASSUP are not hosted on the servers of OPTELO. OPTELLO only hosts the technology that validates the Users'access to the Contents for the Affiliates. The Partner is consequently responsible for the diffusion and the running of all the Contents protected by him by using PASSUP; So OPTELO cannot be regarded as responsible for the communication of the Contents to the Users and their effective payment for this use. In particular, OPTELO cannot be regarded as responsible for the safety of the access to the Contents, this access being obtained through the Partner's servers and the Partner hosting his contents. So in any case OPTELO can't be regarded as responsible for any illegal access of a User and for the injury that such a User might do to the Contents and other services, documents, information, programmes etc. the Partner's property.

The Partner recognizes that OPTELO cannot know the Contents before their diffusion, notably concerning the control of the Partner's respect of his obligations linked to the Contents as stated in the Contract, respect for which OPTELO cannot be regarded as responsible.

The Partner expressly declares that he makes all the arrangements to respect the legislations, regulations, ethical codes and technical specifications of the territories where his site and his editions are made accessible, and this notably without the following terms could be restrictive in the eyes of the problems of the protection of the minors , betrayals with sexual connotation, counterfeiting, revisionism, embargo, defamation etc.

Any disagreement between one or several User(s) and the Partner regarding to the value of the Contents to which the Users will have chosen to have access is the Partner's responsibility.

The PARTNER commits himself not to using PASSUP to give access to any content that could notably:
- Be Illegal, harmful, threatening, improper, constituent of harrassment, libellous, vulgar, obscene, threatening for somebody else's private life, full of hatred, racist, or reprehensible in any other way
- Be a betrayal to the minor users in any way;
- be constituent,without what follows being restrictive, of incitement to crimes and offences; provocation to discrimination, hate or violence regarding to the race, the ethnic group or the nation ;
- Show or sell forbidden items and/or books
- Incite to the apology of nazism, the denying of the existence of crimes against humanity…
- Breach of the law autority ; of information concerning adoption, prosecution, minors' suicides, or an individual fiscal situation ; invasion of privacy
- Diffuse polls and vote simulations concerning an election or a referundum illegaly; defamation and insult;
- Put minors in danger notably by the making, the transport and the diffusion of violent or pornographic messages or messages of a nature that badly undermines the human dignity;
- Spread false news; Attempt to mislead other users by usurping the name or the social designation of other people and more particularly by pretending that the Partner is an employee or an Associate of OPTELO, a moderator, a guide, or a host ;
- Imitate headings or manipulate the identifier in any other way in order to hide the origin of the Content to which PASSUP gives access
- Violate any patent, registered trademark, secret of making, intellectual property right or any other property right belonging to others ; internal, priviledged or confidential information learnt or disclosed within the context of a work contract or an agreement of confidentialty, this listing being not restrictive.
- Promote when there are no entreatys or no authorizations (notably indulge in "psam", transmitting "junk mail", chain letter or any other form of entreaty)
- Disrupt the regular flow of dialogues, fasten the scrolling speed of the screen in such a way that the users of PASSUP cannot follow and communicate with the transmitter of the Content, or commit any other deed having a similar disrupting effect that hinder the users's abilities to communicate in real time;
- Hinder or disrupt the running of PASSUP and more generally of the Services, the servers, the networks connected to OPTELO's servers, or refuse to conform to the demanded terms, the procedures, the general rules or statutory measures applicable to the networks connected to OPTELO's servers;
- Violate, with or without intention, any law or national or international regulation in force and notably, without this listing being restrictive, the rules enacted by the French stock exchange regulatory body, the Bourse, the NASDAQ or any other financial market, or any other rule having force in law ;
- Harrass one or several other Users in anyway; collect and stock personal data pertaining to the other Users.

On the assumption that judicial proceedings would be instituted by a User a some third party against OPTELO, because of a damage resulting from the Partner 's access or the User's access to the Contents, the Partner would protect OPTELO from any direct or indirect damages and from any judicial condemnation resulting from this lawsuit, including the lawyer's fees, costs, interests, damages in such a way that OPTELO would not be troubled about it and the impact of the lawsuit would be neutral for OPTELO.

For its part, OPTELO commits itself to informing the Partner straightaway about any judicial complaint likely to concern him in order that the Partner would make all the arrangements useful for this subject .

The Partner aggrees that OPTELO might keep and give some elements of his Content within the context of legal proceedings. The PARTNER forbids himself to "sell again" none of the Services or put them at the disposal of a third party and/or other partners, in return for remuneration and/or free of charge. The Partner commits himself to inform OPTELO about any transgression of intellectual property rights that he could notice by writing to the folowing address : OPTELO [......] and by giving all the elements at his disposal permitting to identify the counterfeited elements, counterfeiting as well as their author.

The PARTNER declares and guarantees OPTELO that he did all the administrative procedures that concern him, at his own expense and under his own responsibility; and that as well before the tax authorities and the social bodies that could be necessary on account of the Partner's activity (particularly if this one constitutes a commercial activity) and more specifically because of the conclusions of the present terms. The PARTNER protects OPTELO against any claim from a third party in this respect. The use of PASSUP could be partially or totally suspended, indeed even withdrawn by OPTELO in case the Partner doesn't respect hisobligations and notably in case of transgression of the terms of the present article 4 without this withdrawal being a reason for any previous notice or any compensation from OPTELO .

5)OPTELO's Responsibilities and Obligations

OPTELO commits itself to implement all its resources to ensure the proper runnig of PASSUP. OTELO not mastering the conditions of electronic transmission of information on the web network, it cannot secure a service without any defaults or errors. Nevertheless OPELO will try as soon as possible to fix any element that could damage the proper running of PASSUP.

OPTELO cannot ensure that the PASSUP service will perfectly come up to the Partner's expectations, that it will not be broken, that it will be safe or without any mistakes, that the results obtained by its use will be equal to the Partner's expectations, neither that the possible defaults damaging the softwares used by the Partner, different from the ones of OPTELO's softwares that would prevent the running of PASSUP according to the specifications announced in the Documentation, will be subjected to an intervention aiming at suppressing those defaults. OPTELO 's responsibility will not be committed because of a poor running of the systems of OPTELO or of his technical providers even if the breaking of this service has caused a damage or a loss of profit to the Partner. As a result, OPTELO will not owe any compensation on this account.

The PARTNER commits himself to inform OPTELO about any event of a nature that could disturb the use and the peaceful enjoyment of PASSUP as soon as he has detected the appearance af those events.

6) Cancellation.

This contract can be cancelled without compensations whenever the Partner or OPTELO want to by a simple email within a 1 week notice (the 3cancellation"). OPTELO will not owe any commission to the Partner starting from the Cancellation, except from the amounts owed to the Partner for a use of PASSUP before the Cancellation.

The PARTNER, in order to cancel the present terms, will have to address his request by email to contact@PASSUP.com or by postal mail at OPTELO [ In that case, the User will have to delete the reference to the PASSUP sevice or any script belonging to the solution from all his stored files on his server.

7) Modification.

OPTELO reserves the right to modify, whenever it wants to and by rights, all or a part of the present Contract including the amount of the payments (the "Modifications"). These Modifications will be brought to the Partner's attention by Email or by postal mail. At the end of a 2 weeks time limit starting from the communication of the Modifications, all of the Modifications will be applicable and opposable to the Partner by rights. In case the Partner disagrees with the Modifications within 2 weeks starting from the communication of these Modifications, the Contract will be cancelled by rights straightaway.

8) Independance of the parties.

None of the terms of this Contract nor the effective use of PASSUP will be interpretated as creating an association, a firm, or some link of subordination between the parties. None of the parties will be able to act as as a representative of the other, in the name of the other, nor conclude any agreements or contracts of any nature, in the name of the other party on whatever nature , in the name of the other party as an agent or a representative.

9) Independance of the clauses.

If one of the clauses of this contract would turn up to be useless, worthless or aimless, the other clauses would stay the same and would still be in practice as if the useless, worthless and aimless clauses would not be in this contract anymore.

10) Other

The present Contract is strictly concluded between the Partner and OPTELO, in any case the Partner wil be able to give away his rights and his obligations resulting from the Contract to a third party without OPTELO's written authorization . In case of cessation of activity from the Partner, of repurchase or merger with an other firm, OPTELO reserves the right to put an end the present Contract.

The Contract constitutes the whole agreement between OPTELO and the partner and it substitutes to any previous possible agreement between the Partner and OPTELO concerning the use of PASSUP. For OPTELO, the lack to exercice the rights that are recognized in it by the implementation of the present terms does not constitue a renunciation to assert its rights.

The titles of the articles have only an indicative value.

It is remembered here that in accordance with the French Law number 78-17 dated 06/01/1978, called the data protection act, the database constituded by the data of Registration was the subject of a registration with the CNIL (French commission protecting the public's privacy).

The Partner has a right of access and correction or deletion of information about himself at his disposal, by a simple request by email to : contact@PASSUP.com or by postal mail to : OPTELO , [ ]

The use of the personal data communicated by the Users of the Partner's Site has to be done in accordance with the legal measures in force concerning the protection of the personal data. It is remembered that any constitution of a personal database is submitted to authorization and/or notification before the CNIL to enforce the data protection act dated 06/01/1978.

By clicking on the key "I agree and I validate above", the PARTNER declares that he has read the present Contract and that he agrees with all the terms and conditions, and that he recognizes that the electronic signature constitutes the proof of his acceptance.