| (A) |
Vodafone
has developed a Mobile Portal (as defined herein) which contains
a
directory service aimed to facilitate access to mobile content and
services for the Customers (as defined
herein);
|
| (B) |
Twistbox,
formerly trading under the corporate name of WAAT Media, is a company
whose activity consists of licensing, creating, publishing and
distributing products and services for access and use by consumers
operating Wireless Devices (as defined
herein);
|
| (C) |
Vodafone
wishes to restructure the adult content channel (the “Channel” as further
defined herein) available within the Mobile Portal and Twistbox wishes
to
supply and place its content within such area of the Mobile Portal
and to
manage the adult content channel
thereof;
|
| (D) |
The
Parties wish to set the terms and conditions under which Twistbox
will
supply the Content (as defined herein) to be placed in the Mobile
Portal
and manage the adult content channel
thereof;
|
| 1. |
Definitions
|
| a) |
“Agreement”
means this agreement and all its
schedules;
|
| b) |
“Channel”
means the area in the Mobile Portal which exclusively contains adult
content, which shall for the purposes of this Agreement exclude the
area
managed by Vodafone, as per the provisions of Clause 2.5 of this
Agreement;
|
| c) |
“Chargeable
Transaction”
means any use of the Content by a Customer for which the Customer
will be
charged in addition to the standard mobile telephone charges incurred
by
the Customer for access to the
Content;
|
| d) |
“Competitor”
means any telecommunications operator and telecommunications services
provider, other than Vodafone;
|
| e) |
“Content”
means the information, text, data, graphics, moving and still images
and
sound recordings (including the music and lyrics on such recordings)
and/or services as further described in the
Agreement;
|
| f) |
“Customer”
means the end user of the Mobile
Portal;
|
| g) |
“Intellectual
Property Rights”
means all intellectual and industrial property rights including registered
trade and service marks, patents, registered designs, unregistered
trade
and service marks, trade and business names, domain names, rights
in
domain names, topography rights, copyright, database rights, unregistered
design rights and all other similar proprietary rights in every case
which
may subsist in any part of the world including any registration of
any
such rights and applications and any rights to make applications
for any
of the foregoing;
|
| h) |
“Interface
Requirements”
means the technical requirements which are necessary to fulfil in
order to
enable Twistbox to supply and place the Content in the Mobile Portal,
as
defined in Schedule I hereto;
|
| i) |
“Mobile
Portal”
means the Vodafone’s WAP mobile sites or services that offer a broad
amount of resources and services to
Customers;
|
| j) |
“Territory”
means Portugal;
|
| k) |
“Vodafone’s
Policies”
means those guidelines relating to the standards of Content production,
format and style, attached hereto as Schedule III, as established
and
amended from time to time by Vodafone and with which Twistbox must
comply;
|
| l) |
“Wireless
Devices”
mean any device that can be carried from place to place, is generally
small enough to fit in one’s pocket, and that is able to receive, transmit
display and/or store information via wireless transmissions and/or
the
internet including, but not limited to, wireless phones, pagers,
personal
digital assistants and other such similar
devices.
|
| 2. |
Scope
|
| 1. |
Twistbox,
and/or its subsidiaries, owns all Intellectual Property Rights on
the
Content or otherwise is duly licensed by the owners thereof to exploit
all
such rights.
|
| 2. |
By
means of this Agreement the Parties agree on the
following:
|
| a) |
Twistbox
shall develop and manage the Channel, pursuant to the provisions
of
Schedule I;
|
| b) |
Twistbox
shall supply and place the Content into the Channel, pursuant to
the
provisions of Schedule I;
|
| 3. |
Twistbox
hereby grants Vodafone, and Vodafone hereby accepts from Twistbox,
the
nonexclusive, non-transferable, revocable right to use, reproduce,
display
the Content within the Mobile Portal for distribution to the Customers
for
private use on Wireless Devices throughout the Territory during the
Term
(the “Licensed Rights”). For the purposes of clarification, the Parties
acknowledge and accept that Vodafone is under no obligation to pay
Twistbox or any third parties any financial consideration or any
other
rights, except for the payments agreed under the provisions of clause
4.3
and Schedule II.
|
| 4. |
Twistbox
acknowledges and agrees that the Licensed Rights granted in the previous
paragraph includes (i) the right to copy and reproduce the Content,
should
it be the case, as well as to make it available to an unlimited number
of
Customers, both in Portugal and abroad (to the extent that Customers
may
have access to the Mobile Portal and acquire the Content while in
roaming) by
means of digital networks and mobile internet, in whatever formats
and
means Vodafone may decide to adopt during the Term of this Agreement;
and
(ii) the right to attach Twistbox’s logo, name or brands in the Content,
the Mobile Portal, Vodafone’s web site as well as in any advertising
materials. The use of the Content as authorised herein does not constitute
a breach by Vodafone of any Intellectual Property Rights of Twistbox
or
any third party. Twistbox further acknowledges and accepts that after
termination of this Agreement Customers may continue to use and store
the
Content previously purchased.
|
| 5. |
Twistbox
shall be Vodafone’s exclusive provider of Content for the Channel
available within the Mobile Portal, except for the three areas currently
managed by Vodafone within the Channel. (i.e. Mobile TV, Alerts and
DIMO).
Vodafone may, at any time, by giving Twistbox a written notice thereof
(which in the case of this clause may be provided by email) discontinue
any of the above areas managed by Vodafone. In the event that any
third
party wishes to provide content for the Channel, the third party
content
provider shall first enter into an agreement with Twistbox upon reasonable
commercial terms and conditions.
|
| 6. |
Vodafone
may use the Content in any promotional activities related to the
Mobile
Portal; provided that Vodafone shall not distribute free Content
to the
Customers without Twistbox’s prior written
approval.
|
| 3. |
Management
of the Channel and Content
|
| 1. |
Twistbox
shall manage the Channel in the name and on behalf of Vodafone, with
due
care and diligence and in respect with the guidelines contained in
Schedule I of
this Agreement and any other future guidelines, issued from time
to time
by Vodafone and communicated in writing to
Twistbox.
|
| 2. |
Any
changes to the Channel (i.e. user experience, updates, etc) shall
be
subject to Vodafone’s written
approval.
|
| 3. |
The
Channel shall only present the name, trade marks or logos owned or
licensed by Twistbox, pursuant to the provisions of Schedule
I.
|
| 4. |
Twistbox
shall provide the Content in accordance with the terms of this Agreement
and in particular with Schedules I and III
hereto.
|
| 5. |
Vodafone
may, at any time, issue new guidelines in respect of the management
of the
Channel or of the Content as well as review, revoke or suspend any
existing or future guidelines, giving Twistbox reasonable prior written
notice thereof.
|
| 6. |
Twistbox
acknowledges and accepts that:
|
| a) |
Vodafone
has developed a number of policies concerning social responsibility
(including but not limited to the display and marketing of adult
content
and access control), as reflected in Schedule III and to which Twistbox
shall comply with;
|
| b) |
Vodafone
has developed an access controls policy that enables Customers to
block
access to adult content, either on Vodafone Live!, Wap and
SMS.
|
| 4. |
Fees,
Payments, Invoicing and other
Consideration
|
| 1. |
The
prices charged to Customers, and any changes thereto, for each Chargeable
Transactions are suggested by Twistbox and defined by
Vodafone.
|
| 2. |
Vodafone
shall be responsible for the billing and collecting of payments from
the
Customer in respect with the Chargeable
Transactions.
|
| 3. |
The
Parties will share the amounts effectively collected from the Customers
in
respect with any Chargeable Transaction, subject to the payment of
a
minimum guaranteed fee paid by Twistbox to Vodafone, as defined in
Schedule II to this Agreement.
|
| 4. |
Vodafone
will not pay to Twistbox its share of any Chargeable Transactions
which
could not be collected from the
Customers.
|
| 5. |
Vodafone
shall send Twistbox, by e-mail and within the first fifteen (15)
days of
each month, a report (hereinafter referred to as the “Report”) with the
total number of the Chargeable Transactions made by the Customers
during
the preceding month, as per Schedule
III.
|
| 6. |
Based
upon the Report the Partner shall invoice Vodafone, by the 20th
day of each month. All invoices issued by the Partner must always
contain
“CC C20902000” reference and shall be sent to the address set out in
Schedule IV.
|
| 7. |
All
the invoices shall be paid in Euros within forty-five (45) days after
the
invoice reception date.
|
| 8. |
All
the amounts due under this Agreement shall be paid by wire transfer
sent
to:
|
| 9. |
During
the Term, Vodafone shall maintain separate detailed and accurate
records
related to this Agreement and the Partner shall have the right, not
more
than once per calendar year, at Partner’s cost to audit or inspect such
records during normal business hours by an independent auditor selected
by
the Parties and in any event shall such inspection give access, or
cause
any disruptions, to Vodafone’s services or systems. The cost of the
audit(s) shall be for the account of the Partner, unless there is
a seven
and a half percent (7.5%) or higher discrepancy in the accuracy of
any or
all of Vodafone’s payments and/or reports due to Vodafone’s fault, in
which case, the reasonable costs of the audit shall be borne by Vodafone.
Vodafone shall remit any outstanding amount in respect of the discrepancy
to Content Provider within forty-five (45) days of the audit or in
case
there is an overpayment. Partner shall remit the overpayment to Vodafone
within forty-five (45) days of the audit and shall bear the costs
of the
audit.
|
| 5. |
Warranties
and Liability
|
| 1. |
Twistbox
represents and warrants that:
|
| a) |
it
has full right and authority to enter into this
Agreement;
|
| b) |
it
will comply with all applicable material requirements of the legislation
in force in Portugal regarding data
protection;
|
| c) |
it
will comply with the terms of Schedules I, II III, IV and V to this
Agreement; and
|
| d) |
it
will use reasonable skill and care in carrying out its obligations
and
exercising its rights under this
Agreement.
|
| 2. |
Twistbox
further represents and warrants that the Channel and Content displayed
therein:
|
| a) |
is
and will remain, for the duration of this Agreement, in compliance
with
this Agreement and with all applicable material
legislations;
|
| b) |
is
of satisfactory quality, fit for any purpose contemplated in this
Agreement, and will be kept fresh, updated and current at all times
and
for all current and future Wap colour enabled
handsets;
|
| c) |
is
original and does not infringe any third Party’s rights including, but not
limited to, Intellectual Property
Rights;
|
| d) |
making
the Content available is duly authorised by the relevant entities
and does
not infringe any third Party’s
rights;
|
| e) |
is
not and will not be defamatory, illicit offensive, racist xenophobic,
obscene, pornographic (which for the avoidance of doubt is considered
to
be outside the levels of explicitness allowed in this Agreement),
materially inaccurate or otherwise be in breach of any applicable
material
law, regulation code of conduct, public order or customary usage
or result
in Vodafone being in breach of any such law or regulation, code of
conduct, public order or customary
usage;
|
| f) |
does
not and will not contain any Content that promotes a Competitor or
criticises Vodafone or brings Vodafone into disrepute;
and
|
| g) |
Twistbox’s
computer systems hosting and/or delivering the Content to Vodafone
and the
computer systems of any Twistbox’s subcontractor, should it be the case,
are, and shall be at all times, equipped with the latest versions
of the
anti-virus applications available on the market and Twistbox shall,
at all
times, exercise commercially reasonable efforts to avoid that the
Content
contains any computer viruses, logic bombs, trojan horses and/or
any other
items of software which would disrupt the proper operation of the
Channel
or the Mobile Portal.
|
| 3. |
Vodafone
represents and warrants that:
|
| a) |
it
has full right and authority to enter into this
Agreement;
|
| b) |
it
will comply with all applicable material requirements of the legislation
in force regarding data protection;
|
| c) |
it
will use reasonable skill and care in carrying out its obligations
and
exercising its rights under this Agreement;
and
|
| d) |
it
will provide the necessary notifications to be given to Customer
prior to
any Chargeable Transaction being incurred (the messages shall include
the
specific price in euros).
|
| 4. |
Vodafone
further represents and warrants
that:
|
| a) |
it
will, on a continuing basis, use its best efforts to ensure the Content
is
disseminated and distributed in the Territory (except for the cases
of
international roaming) where the receipt and viewing of said Content
is
lawful and within the contemporary community standards of the
Territory;
|
| b) |
it
will not allow or enable any person to access, view or receive or
otherwise use any portion of the Content without first agreeing to
pay the
Chargeable Transaction fee for such access and
viewing
|
| 5. |
Each
Party will immediately notify the other in writing of any claim or
action,
actual or threatened, by a third party as a consequence of this Agreement
or any of its content.
|
| 6. |
Each
Party hereby agrees to indemnify the other in full (including reasonable
legal fees), against all liabilities, claims, damages, losses and
proceedings brought against the other as a result of a breach of
any of
its representations and warranties and material obligation contained
in this Agreement. In no event shall either Party be liable for any
indirect, special, incidental or consequential damages arising out
of or
in any way connected with this Agreement or any matter related hereto,
including without limitation, lost of business or lost profits, even
if
advised of the possibility of such
damages.
|
| 6. |
Intellectual
Property Rights
|
| 1. |
The
Parties agree that all Intellectual Property Rights in the Content
shall
remain with Twistbox and its
licensors.
|
| 2. |
All
Intellectual Property Rights concerning the Mobile Portal and related
services shall remain at all times the property of Vodafone. For
the
avoidance of doubt, Twistbox may not use, or allow third parties
to use
(either in the benefit of Twistbox or in the benefit of such third
parties) the user experience defined and approved by Vodafone (including
any requirements set out in this Agreement or any of its Schedules)
for
any purposes other than the purposes of this
Agreement.
|
| 7. |
Marketing
|
| 8. |
Customer
Support
|
| 1. |
Vodafone,
or a company appointed by Vodafone for this purpose, shall be responsible
for dealing with all costumer inquiries concerning the Mobile Portal
in
general.
|
| 2. |
Twistbox
will assist Vodafone’s customer support services to solve any customers’
issues within a maximum period of 24
hours.
|
| 9. |
Term
|
| 1. |
This
Agreement is entered into for an initial period of [INFORMATION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2]
months (the “Initial
Period”),
being its effects to retroact to 1st
February 2007. This Agreement shall be automatically renewed until
terminated by either Party pursuant to the provisions of the following
paragraph.
|
| 2. |
Either
Party may terminate this Agreement by giving the other a written
notice at
least [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
UNDER RULE 24B-2] day (i) prior to the end of the Initial Period
or (ii)
thereafter, prior to the date it wishes the termination notice becomes
effective.
|
| 10. |
Termination
|
| 1. |
Either
Party may, by written notice to the other, terminate this Agreement
with
immediate effect if the other Party breaches any of its representations
and warranties and/or material obligations hereunder and such breach
is
incapable of remedy or, if capable of remedy, the Party fails to
remedy
that breach within thirty (30) days notice from the non-breaching
Party
requiring remedy.
|
| 2. |
Vodafone
will be entitled to suspend or terminate this Agreement immediately
on
written notice, without prejudice to its other rights and remedies,
in the
event that:
|
| a) |
Twistbox
fails to comply with any of the requirements set out in Schedules
I, II,
III, IV and V to this Agreement;
|
| b) |
Twistbox
ceases to carry on its business or has a liquidator, receiver or
administrative receiver appointed to it or over any part of its
undertaking or assets or passes a resolution for its winding up (otherwise
than for the purpose of a bona fide scheme of solvent amalgamation
or
reconstruction where the resulting entity will assume all of the
liabilities of it) or a court of competent jurisdiction makes a
liquidation order or similar order over the other, or the other enters
into any voluntary arrangement with its creditors, or is unable to
pay its
debts as they fall due;
|
| c) |
In
case of strategic changes in terms of Vodafone hosting an Erotic
channel
or service.
|
| 3. |
Termination
of this Agreement does not affect the accrued rights, obligations
or
liabilities of the Parties prior to termination. Upon termination
of this
Agreement, the Parties shall settle all outstanding sums that either
Party
may owe the other within 45 days of the date of termination. Without
prejudice to the above, Twistbox shall not be entitled to any indemnity
or
compensation for any damages or direct or indirect
losses.
|
| 4. |
The
termination notices must always be given in writing through registered
letter with acknowledgement of
receipt.
|
| 5. |
Upon
termination of this Agreement, Vodafone shall cease to distribute,
display, reproduce or sell the Content provided by Twistbox under
this
Agreement.
|
| 11. |
Confidentiality
|
| 12. |
Assignment
and Subcontracting
|
| 1. |
Neither
Party shall assign any of its rights or obligations under this Agreement
without the other Party’s prior written consent, such consent not to be
unreasonably withheld; provided, however, no consent is necessary
in the
event of an assignment by either Party to an entity under common
control
with, controlled by or in control of the assigning Party. In any
event
Twistbox shall provide Vodafone with a notice thereof, 15-day prior
to the
date of the assignment.
|
| 2. |
Twistbox
may not subcontract to a third party, either in full or in part,
its
rights and obligations under this Agreement without Vodafone’s prior
written consent, not to be unreasonable withheld, and in any case
it shall
remain the entity exclusively and solely liable for the performance
thereof.
|
| 13. |
Entire
Agreement
|
| 14. |
Modifications
|
| 15. |
Severability
|
| 16. |
Governing
Law and Jurisdiction
|
| 1. |
This
Agreement shall be governed by and construed and interpreted in accordance
with the Portuguese law.
|
| 2. |
Any
dispute or disagreement regarding the interpretation or performance
of
this Agreement will be settled by the Lisbon Civil
Courts.
|
| 17. |
Communications
|
| 1. |
Any
notice or other communication required to be given or made under
this
Agreement will be in writing and transmitted by post, fax or e-mail
to the
receiving Party’s address identified in Schedule
IV.
|
| 2. |
Communications
under number one above shall be effective upon the date of receipt
or, if
carried out after business hours, on the following working day.
Communications transmitted by fax shall be effective on the day following
the transmission.
|
|
Signature:
|
/s/
António Carriço
|
Signature:
|
/s/
Mário Vaz
|
|
|
Name:
|
António
Carriço
|
Name:
|
Mário
Vaz
|
|
|
Title:
|
Director
|
Title:
|
Director
|
|
TWISTBOX
ENTERTAINMENT, INC.
|
||||
|
Signature:
|
/s/
David Mandell
|
|||
|
Name:
|
David
Mandell
|
|||
|
Title:
|
EVP/General
Counsel
|
|||
| 1. |
The
Channel technologies and
Channel
|
|
·
|
Browsing
Images (Male/Female of the day, Thematic
Strips)
|
|
·
|
Downloads
(Wallpapers, Java Games and Java
Stripshows)
|
|
·
|
Video
(Streaming and Download)
|
|
·
|
Mobile
TV streams
|
|
·
|
SMS/MMS
Alerts
|
|
·
|
dimo-
directório móvel (Friendly Off-net
Directory)
|
| 2. |
User
Interface
|
|
·
|
The
Channel main colours are red and
white.
|
|
·
|
The
Channel main language must be Portuguese (from
Portugal).
|
|
·
|
Content
updates should be, at least, on a weekly
basis
|
|
·
|
Only
Twistbox’s brands may be published in the Channel in the format “Powered
by”.
|
| 3. |
Access
Controls
|
|
·
|
To
enter the Channel, Customers must always pass through the warning
page
which is displayed by Vodafone
|
|
·
|
Customers
may either (i) accept the conditions by clicking on the “Continue” link;
or (ii) refuse to enter the Channel, by clicking on “Back” or (iii) chose
the “Bar” option in which case it will be redirected to an page containing
information as to the way to block access to the
Channel.
|
|
·
|
After
this, Customers will be redirected to the Partner
homepage.
|
|
·
|
This
control system is handled by
Vodafone.
|
| 4. |
KPIs
|
| 5. |
Technical
Support
|
| 1. |
Random
daily spot checks on the Channel and
service;
|
| 2. |
outside
checks every five minutes from different locations on the
monitors;
|
| 3. |
server
is monitored 24/7 and there is an automatic notification in case
of
failure, downtime, disconnection,
etc.;
|
| 4. |
3
fully redundant datacenters + 2 backups (East Coast, West Coast,
and
Europe) (data replicated over VPN -Virtual Private
Network);
|
| 5. |
in-house
monitors checking connectivity and
uptime;
|
| 6. |
the
service is tested twice prior to going
“live;”
|
| 7. |
monitoring
of Bandwidth, CPU and Memory;
|
| 8. |
personnel
on call 24/7;
|
| 9. |
code
walkthroughs are performed
regularly;
|
| 10. |
bug
tracker system, firewalls, VPN, and SSH;
and
|
| 11. |
daily
backups of the system stored both on-site and
off-site.
|
|
Priority
1 (Critical):
|
(i)
Failure of the Channel and/or the Content, in whole or in a significant
part, or Channel and/or Content not totally down, but the affected
components form a significant part of the functionality of the Content
or
(ii) the problem creates
a definite or a possible business or financial exposure or affects
a large
number of Customers. Response within 2 hours from Twistbox having
knowledge of, or (in case of Vodafone detecting a problem) receiving
a
written notice by email reporting the critical incident and resolution
within 6 hours.
|
|
Priority
2 (High):
|
The
Channel and/or the Content is largely available and the problem has
little
or no effect on the services provided by the Content and the problem
creates no business or financial exposure. Response time within 12
hours
from written notice by email reporting the high incident and resolution
within 24 hours.
|
|
|
Priority
3 (Low):
|
Non-critical
issues, i.e. typos, translation errors, etc. Response time within
24 hours
from written notice by email reporting the low incident and resolution
within 48 hours.
|
| 1. |
Revenue
share
|
|
Net
Revenue
|
|||
|
Vodafone
revenue share
|
[INFORMATION
OMITTED AND FILED SEPARATELY WITH
THE COMMISSION UNDER RULE 24B-2]
|
[INFORMATION
OMITTED AND FILED SEPARATELY WITH
THE COMMISSION UNDER RULE 24B-2]
|
|
|
Partner
revenue share
|
[INFORMATION
OMITTED AND FILED SEPARATELY WITH
THE COMMISSION UNDER RULE 24B-2]
|
[INFORMATION
OMITTED AND FILED SEPARATELY WITH
THE COMMISSION UNDER RULE 24B-2]
|
| 2. |
Vodafone’s
monthly minimum guaranteed
fee
|
| 3. |
Other
Business Conditions
|
| a) |
All
Channel developments shall be exclusively paid by
Twistbox.
|
| b) |
The
Content is supplied by Twistbox cleared from all authorisations and
consents and any licences, rights, duties, levies, taxes or otherwise
in
respect of the Content (including but not limited to any payments
due to
collecting societies or other entities) shall be paid by Twistbox,
being
Vodafone under no obligation to make any payments to Twistbox (except
for
those referred to in clause 4.3 of this Agreement and in paragraph
1 of
this Schedule II) or to any third Parties or
individuals.
|
| 1. |
Content
Matrix
|
|
·
|
For
Video contents, the top rating is CS
2.3
|
|
·
|
For
Image contents (still images), the top rating is CS 3.2 excluding
CS 2.2,
CS 2.4, CS 2.5 and CS 2.6
|
| 2. |
Banned
content list
|
| 3. |
Other
issues
|
| 1/ |
Illegal
Content
|
| · |
Any
material which is in breach of the national criminal law or otherwise
must
not be carried on a commercial
basis.
|
| 2/ |
Sexually
Explicit
Material
|
| a) |
Minors
and Role playing
|
| · |
Content
depicting, or implying that a person who is (or who appears to be)
under
18 years of age is engaged in sexual activity, or presented in a
sexually
provocative manner which may include depictions involving adults
role-playing as non-adults
|
| · |
All
Vodafone’s adult content providers must confirm that the models in the
images supplied are over 18 years of
age
|
| b) |
Abusive
sexual activity
|
| · |
Sexual
violence e.g. sexual assault and / or
rape
|
| · |
Content
(including dialogue) likely to encourage an interest in abusive sexual
activity (e.g. paedophilia, incest)
|
| c) |
Sado
Masochistic activity
|
| · |
Content
depicting or implying the infliction of constraint, coercion and
pain or
physical harm in a sexual context
|
| · |
Content
depicting or implying the use of any form of physical restraint,
for
example, gags and bonds
|
| d) |
Other
Fetish sexual activity
|
| · |
Content
depicting or implying niche fetish activity not covered by the Adult
Erotic Matrix; for example, necrophilia, defecation and
urolagnia
|
| · |
Content
depicting or implying content that may or may not be covered by the
Adult
Erotic Matrix but is exploiting vulnerable people; for example, disabled
or elderly people
|
| e) |
Bestiality
|
| · |
Content
depicting or implying bestiality (even where legal within the OpCo
territory)
|
| f) |
Live
adult erotic web cams
|
| · |
Live
web cams providing adult erotic
services
|
| g) |
Use
of sexual objects/props
|
| · |
Content
depicting the use of sex props that are excessively large (relative
to
normal anatomy) or content depicting the sexual use of sharp or dangerous
objects, or objects that imply illegal or abusive activities; for
example,
the use of guns and knives, bottles, children’s toys, religious artifacts,
household appliances or sports
equipment.
|
| 3/ |
Violence
|
| · |
Extreme
or gratuitous violence, including restraint, torture, sadism, mutilation,
execution
|
| · |
Exploitative
/ sadistic violence towards vulnerable and defenceless people and
animals
|
| · |
Self-infliction
of extreme pain or physical harm resulting in permanent damage or
death
|
| · |
Content
that incites violence
|
| 4/ |
Incitement
of illegal or anti-social
behaviour
|
| · |
Incitement
of racial, religious or ethnic hatred or
abuse
|
| · |
Incitement
or glamorising of anti-social behaviour such as illegal drug taking
and
solvent abuse, the glorification of vandalism, bomb making, terrorism
etc
|
| · |
Material
that demonstrates criminal
techniques
|
 |
|
| 2 Code of Ethical Purchasing. p... |
|
·
|
The
Vodafone Director of Global Supply Chain Management is the owner
of the
Vodafone Code of Ethical Purchasing, and reports to the Integrations
and
Operations Committee on the implementation of the
Code.
|
|
·
|
The
Director of Global Supply Chain Management and the Heads of Supply
Chain
Management in each of the Operating Companies have operational
responsibility for the implementation of the
Code.
|
|
·
|
Vodafone
will communicate and promote its Code of Ethical Purchasing internally
and
externally to relevant
stakeholders.
|
|
·
|
Suppliers
are encouraged to take all reasonable endeavours to promote the Code
to
their suppliers and subcontractors.
|
|
·
|
Vodafone
and its suppliers will ensure that all relevant people are provided
with
appropriate training and guidelines to support the
Code.
|
|
·
|
Suppliers
applying this code are expected to comply with all relevant laws,
regulations and standards in all of the countries in which they
operate.
|
|
·
|
The
Code is applied for the purposes of promoting safe and fair working
conditions and the responsible management of environmental and social
issues in Vodafone’s supply chain.
|
|
·
|
Suppliers
will be asked to confirm (in writing) that they are implementing
the Code,
or similar purchasing standard such as the Ethical Trading Initiative
(ETI) Base Code, Social Accountability International’s SA 8000, or the
Chartered Institute of Purchasing and Supply Ethical Business Practices
in
Purchasing and Supply.
|
|
·
|
Vodafone
will work collaboratively with its suppliers on the implementation
of the
Code, which may include joint audits1
and site visits to assess performance against the
Code.
|
|
·
|
Suppliers
will be asked to provide Vodafone with reasonable access to all relevant
information and premises for the purposes of assessing performance
against
the Code, and use reasonable endeavours to ensure that sub-contractors
do
the same.
|
|
1
|
Audits
would ideally be conducted jointly between Vodafone and the
supplier, and
may also include the assistance of an industry representative,
or relevant
Non-Governmental
Organisation.
|
|
·
|
Suppliers
are expected to identify and correct any activities that fall below
the
standard of the Code.
|
|
·
|
Suppliers
shall immediately report to Vodafone any serious breaches of the
Code,
together with an agreed schedule for corrective
action.
|
|
·
|
Where
serious breaches of the Code persist, Vodafone will consider termination
of the business relationship with the supplier
concerned.
|
|
·
|
Vodafone’s
Corporate Responsibility and Purchasing teams will use a risk-based
approach2
to
monitor implementation of and adherence to the Code in our supply
chain,
and will report progress in the annual Vodafone Corporate Social
Responsibility Report.
|
|
·
|
Vodafone
and its suppliers will use reasonable endeavours to provide employees
and
other stakeholders with a confidential means to report any actual
or
potential breach of the Code.
|
| 2 |
Vodafone
will focus on those parts of the supply chain where the risk of not
meeting the Code is highest and where the maximum difference can
be made
with resources available.
|
| 1. |
Child
Labour
|
|
·
|
No
person is employed who is below the minimum legal age for
employment.3
|
|
·
|
Children
(persons under 18 years) are not employed for any hazardous work,
or work
that is inconsistent with the child’s personal development.4
|
|
·
|
Where
a child is employed, the best interests of the child shall be the
primary
consideration.
|
|
·
|
Policies
and programmes that assist any child found to be performing child
labour
are contributed to, supported, or
developed.
|
| 2. |
Forced
Labour
|
|
·
|
Forced,
bonded or compulsory labour is not used and employees are free to
leave
their employment after reasonable notice. Employees are not required
to
lodge deposits of money or identity papers with their
employer.
|
| 3. |
Health
& Safety
|
|
·
|
A
healthy and safe working environment is provided for employees, in
accordance with international standards and national laws. This includes
access to clean toilet facilities, drinkable water and, if applicable,
sanitary facilities for food
storage.
|
|
·
|
Where
an employer provides accommodation, it shall be clean, safe and meet
the
basic needs of employees.
|
|
·
|
Appropriate
health and safety information and training is provided to
employees.
|
| 4. |
Freedom
of Association
|
|
·
|
As
far as any relevant laws allow, all employees are free to join or
not to
join trade unions or similar external representative
organisations.
|
| 5. |
Discrimination
|
|
·
|
Negative
discrimination5
including racial or sexual discrimination is
prohibited.
|
| 6. |
Disciplinary
Practices
|
|
·
|
Employees
are treated with respect and dignity. Physical or verbal abuse or
other
harassment and any threats or other forms of intimidation are
prohibited.
|
| 7. |
Working
Hours
|
|
·
|
Working
hours of employees comply with national laws and are not
excessive6.
|
| 3 |
Minimum
age is the age of completion of compulsory schooling, or not less
than 15
years (or not less than 14 years, in countries where educational
facilities are insufficiently
developed).
|
| 4 |
Personal
development includes a child’s health or physical, mental, spiritual,
moral or social development.
|
| 5 |
Forms
of discrimination may include race, colour, sex, sexual orientation,
religion, political opinion, nationality, social origin, social status,
indigenous status, disability, age and union
membership.
|
| 6 |
Consideration
should be given to the type of work performed and the acceptable
working
hours for the role and the country
concerned.
|
|
8.
|
Payment
|
| · |
Employees
understand their employment conditions and fair and reasonable
pay7
and terms are provided.
|
| 9. |
Individual
Conduct
|
| · |
No
form of bribery, including improper offers for payments to or from
employees, or organisations, is
tolerated.
|
| 10. |
Environment
|
| · |
Processes
are in place to actively improve the efficiency with which finite
resources (such as energy, water, raw materials) are
used.
|
| · |
Appropriate
management, operational and technical controls are in place to minimise
the release of harmful emissions to the
environment.
|
| · |
Appropriate
measures are in place to improve the environmental performance of
products
and services when in use by the end
user.
|
| · |
Innovative
developments in products and services that offer environmental and
social
benefits are supported.
|
| · |
The
United
Nations Universal Declaration of Human
Rights.
|
| · |
The
Conventions
of the International Labour
Organisation.
|
| · |
The
United
Nations Convention on the Rights of the
Child.
|
| · |
Social
Accountability International’s SA 8000 Standard
|
| · |
The
Ethical Trading Initiative (ETI) Base Code,
and
|
| · |
The
UN Draft Norms of Responsibilities of Transnational Corporations
and Other
Business Enterprises with Regard to Human Rights
(2003)
|
| · |
Convention
1 (Acceptable working
hours)
|
| · |
Conventions
29 (Forced and bonded Labour)
|
| · |
Convention
87, 98, and 135
(Freedom of Association)
|
| · |
Convention
111
(Discrimination)
|
| · |
Convention
138
(Minimum Age)
|
| · |
Convention
135&
Recommendation 143
(Workers’ Representatives
Convention)
|
| · |
Convention
155
Article 19 (Health and safety
training)
|
|
7
|
Consideration
should be given to the type of work performed and the market wage
for the
work as well as any statutory minimum wage for the country
concerned.
|
| 1. |
Technical
support
|
| 2. |
Contract
communications
|
|
VODAFONE
|
TWISTBOX
ENTERTAINMENT, INC.
|
|
|
Av.D.João
II, Lote 1.04.01
|
||
|
Ala
Norte, 6° piso
|
14242
Ventura Boulevard, Third Floor
|
|
|
Parque
das Nações
|
Sherman
Oaks CA 91423 USA
|
|
|
1990-093
Lisboa
|
||
|
Name:António
Carriço
|
Name:
David Mandell
|
|
|
Title:
Director de Gestão de Conteúdos
|
Title:
EVP/General Counsel
|
|
|
E-mail:
antonio.carrico@vodafone.com
|
E-mail:
legal@twistbox.com
|
|
|
Tel:
+ 351 21 091 4407
|
Tel:+1-818-301-6200
|
|
|
Fax:
+ 351 21 091 4414
|
Fax:+1-818-301-6239
|
| 3. |
Business
Contacts
|
|
VODAFONE
|
TWISTBOX
ENTERTAINMENT, INC.
|
|
|
Name:
Paulo Costa
|
Name:
Jason Silberberg
|
|
|
Product
Manager
|
Title:
Senior operator Account Manager
|
|
|
Tel:
+ 351 21 091 5346
|
Tel:+1-818-668-776
|
|
|
Email:
paulo.costa@vodafone.com
|
E-mail:
jsilberberg@twistbox.com
|
| 4. |
Technical
Communications
|
|
VODAFONE
|
TWISTBOX
ENTERTAINMENT, INC.
|
|
|
Name:
Paulo Costa
|
Name:
Terance Thatch
|
|
|
Product
Manager
|
Title:
Project Manager
|
|
|
Tel:+351
21 091 5346
|
Tel:+1-818-301-6200
|
|
|
Email:
paulo.costa@vodafone.com
|
Cell:+1-310-770-6820
|
|
|
E-mail:
tthatch@twistbox.com
|
|
VODAFONE.
|
TWISTBOX
ENTERTAINMENT, INC.
|
|
|
Email:
invoices@twistbox.com
and mrosengarten@twist
|
| 6. |
Banking
details
|
| 1. |
Pursuant
to the provisions of Clause 5.1 (c) of this Agreement, VODAFONE reserves
the right to apply the following penalties to Twistbox, whenever
any of
the following event occurs and Twistbox is not able to resolve the
issues
within the agreed SLA, as set forth in Schedule
1,5:
|
| a) |
In
case there are mistakes in the Content (including but not limited
to rude
language, factual, graphical image mistakes or typos), Twistbox shall
pay
Vodafone, for each such mistake or typo, as a penalty, a sum corresponding
to [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
UNDER
RULE 24B-2] of the minimum monthly guaranteed fee, as set out in
Schedule
II;
|
| b) |
In
case any of the SLA defined in Schedule I is not met Twistbox shall
pay
Vodafone, for each such failure, as a penalty, a sum corresponding
to
[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER
RULE
24B-2] of the minimum monthly guaranteed fee, as set out in Schedule
II.
|
| 2. |
The
aggregate value of the penalties set out in the previous paragraph
shall
not exceed per month 20% of the minimum monthly guaranteed fee, as
set out
in Schedule II.
|
| 3. |
Without
prejudice of the application of the penalties defined in the Schedule,
whenever the events described in paragraph 1 occurs during two consecutive
months Vodafone may terminate this Agreement pursuant to the provisions
of
Clause 10.
|
|
Prepared
by:
|
Jason
Silberberg
|
|
|
Direct
telephone:
|
+1.818.301.6200
Ext. 259
|
|
|
Mobile
telephone:
|
+1.818.668.7776
|
|
|
Fax:
|
+1.818.708.0598
|
|
|
E-mail:
|
Jason@waat.com
|
