AFFILIATE AGREEMENT
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THIS AGREEMENT (the “Agreement”) provides the terms and conditions of the relationship between
Reward Flight Finder Limited (“the Company”), a company incorporated under registration number 11310410 whose registered office is at International House, 12 Constance Street, London E16 2DQ
And
an Approved Affiliate (“You”)
each a “Party”, collectively “The Parties”
Both Parties are members of the AWIN Affiliate Program (the “Program”) which is the platform used to refer traffic to the Company's website to generate paid membership conversion/acquisition.
WHEREAS, the Company is the sole owner and operator of their website rewardflightfinder.com (the “Site”); and
WHEREAS, the Company has created the Reward Flight Finder Affiliate Programme that enables You to refer internet traffic to the Site from the Affiliate’s website(s) or advertising networks of others (“Affiliate Website”) in exchange for agreed consideration; and
WHEREAS, You desire to participate in the Reward Flight Finder Affiliate Programme, as evidenced by your application, which application the Company may approve or disapprove, in its sole discretion.
THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:
1 DEFINITIONS.
Capitalised terms used and not otherwise defined in this Agreement shall have the following meanings:
(a) “Completed Transaction” means the paid membership plan provided by the Company has been created, the Customer has not churned from membership within 7 days, and services were paid for in full.
(b) “Customer” means any person or party who purchases a paid membership plan (Silver or Gold) on the Site after connecting to the Site from the Affiliate Website. The free Bronze membership plan is excluded from this Agreement.
(c) “Links” means the banner, buttons, coding or other manner in which a Customer is referred by the Affiliate’s website to the Site for the purpose of promoting the sale of goods or services on the Site. The Links are prepared so as to track Customers who are directed from the Affiliate Website to the Site and make a purchase which results in a Completed Transaction.
(d) “Confidential Information” means information, however recorded or preserved, acquired by a Party under the Agreement which is confidential to the other Party because it concerns its business, affairs, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software.
2 AFFILIATE WEBSITE AND CONTENT
You have sole and exclusive responsibility and liability for the development, operation, maintenance and all materials and content that appear on the Affiliate Website. You shall operate and maintain the Affiliate Website in accordance with all applicable laws, rules and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activity such as cookie stuffing or link interception.
You acknowledge that any editorial comment about the Company must be accompanied by a prominent statement stating that You are being paid.
We reserve the right to monitor the Affiliate Website to determine if you are in compliance with this Agreement.
The Company is not responsible to pay any Fees in the event You do not use the Links provided to You by the Company without modification OR You do not properly install those Links, meaning the traffic will not be properly tracked to reflect that a Customer came from the Affiliate Website.
3 COMPENSATION FOR YOUR REFERRED TRAFFIC
In consideration of the Fee, you agree to place one or more of the Links on the Affiliate Website in accordance with the terms and conditions of this Agreement.
Subject to your proper installation and use of the Links, you will be compensated based upon the agreed Commission from Completed Transactions. Your compensation (the “Fee”) shall be in accordance with Schedule 1. Approval and Acceptance of any Completed Transaction shall be at the Site’s sole discretion.
The Fee will be offset with respect to each Completed Transaction for which (a) the Company issues discounts, credits or allowances, or (b) there is a chargeback issued against the Company for any payment previously credited to the Company.
The Company reserves the right to refuse an attempted purchase by any person, in the Company's sole and absolute discretion. You shall have no claim to any Fee based on the Company's decision to not complete a transaction with any person who accesses the Site through a Link on the Affiliate Website.
The Fee relative to Completed Transaction shall be payable to you in alignment with the Program’s terms.
All Fees are payable in British Pounds (£) and include VAT, where applicable.
4 FULFILMENT AND CUSTOMER INFORMATION
The Company is solely responsible for processing and fulfilment of all orders of goods and services on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.
5 LIMITED LICENCE RIGHTS
You agree to place one or more Links on the Affiliate Website to promote the Company to the Affiliate Website’s visitors. Links may contain logos, trademarks, service marks, trade names, domain names, or other content provided by the Company for purposes of this Agreement (collectively, “Marks”). Pursuant to this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable and royalty-free licence to display the Links and Marks on the Affiliate Website, and nowhere else, subject to the terms and conditions of this Agreement.
You may not use the Links or the Marks for any other purpose without the express written consent of the Company. You may not change, add to or delete from the Links or Marks. You may not use the Marks independently of the Links for any purpose without the Company's express written consent; and you may not use or present the Links in any manner that suggests the endorsement of any other goods, services, persons or entities without the express written consent of the Company.
The Company reserves the right to object to any use of the Links and Marks if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
The Company reserves the right to change the Marks, including the pricing of plans. You must immediately replace the existing Marks with the updated Marks, as provided by the Company.
You agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; (b) use the Marks in a way that suggests that the source of the Affiliate Website is the Company.
All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall accrue solely to the benefit of the Company.
The Company is not liable in any way for any claims relating to the use of Links and Marks by the Affiliate and the Affiliate agrees to indemnify the Company against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Links and Marks.
Upon suspension of this Agreement, the rights granted herein may, in the Company's sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.
6 REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) You are legally capable and authorised to enter into this Agreement; and, if you represent an entity, all actions necessary to authorise you to enter into this Agreement have been taken.
(b) You are the sole owner and operator of the Affiliate Website.
(c) You warrant that the Affiliate Website does not and will not:
(i) contain any information which you know or reasonably should know is false;
(ii) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
(iii) use the Company's name or the Marks in any form of unsolicited communication, including unsolicited spam communications
(iv) promote sexually explicit materials
(v) promote violence or illegal activities
(vi) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
(vii) incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights.
7 DISCLAIMERS
The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.”
8 LIMITATION OF LIABILITY
In no event will the Company be liable for any special, consequential, incidental, punitive, exemplary or indirect costs or damages including but not limited to the loss of profits or business opportunity, even if we had been advised of such possibility.
In no event shall the liability of the Company arising out of or in connection with this Agreement exceed the fees paid to you by the Company. This limitation applies to any liability arising from any course of action whatsoever in connection with this Agreement,whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such costs or damages.
For purposes of this section, any reference to “the Company” shall include the Company's affiliates, officers, employees, principals, agents and contractors.
9 TERMINATION
This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon 14 days’ written notice to the other. If the Company terminates this Agreement due to breach by You, no further Fees shall be paid to You and we may seek such other relief, equitable and legal, as may be available.
If You terminate, the Fees due and owing to You shall be paid as provided herein. Regardless of who terminates, upon termination, any and all rights and licences granted by the Company to You shall immediately cease and You shall immediately stop using and remove the Links and the Marks from the Affiliate Website.
10 RELATIONSHIP
(a) You are an independent contractor with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between You and the Company. You shall not, in any manner or respect, represent, suggest or convey the impression that You are an employee or agent of the Company, or that the Company has endorsed You and/or the Affiliate Website or that You represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.
(b) As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that You comply with any Licensing Authority’s rules or practices.
11 CONFIDENTIALITY
You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company's prior written consent.
You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company's prior written consent.
You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information abide by the terms of this section in their entirety.
Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to You without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.
If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify the Company in writing of such a requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute or summarise any Confidential Information except as necessary to carry out the activities contemplated herein.
12 WAIVER
You expressly and unconditionally waive any and all claims against the Company, regardless of the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:
(a) the Site is partially or totally inoperative or inaccessible;
(b) there are bugs, errors or inaccuracies in the Site;
(c) a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;
(d) any claim relating to a change in this Agreement by the Company;
(e) withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.
For purposes of this section, any reference to “the Company” shall include the Company's affiliates, officers, employees, principals, agents and contractors.
You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorised use of or access to your Account by an unauthorised person using your username and password.
You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.
13 ASSIGNMENT and SUCCESSION
You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. The Company may assign this Agreement and this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.
14 INTERPRETATION
You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.
15 COUNTERPARTS
This Agreement may be executed in counterparts, via any means (including e-mail), all of which shall be effective, but when taken together shall comprise one Agreement.
16 SEVERABILITY
If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
17 AMENDMENTS
The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site and/or notifying you by email. No such amendment shall be effective until at least thirty (30) days after the posting or email notice, whichever occurs first. Notwithstanding any modification, the rights and obligations of the Parties relating to the consideration to be received hereunder and any fees to be charged as between Parties as to any occurrence prior to the effective date of such modification shall remain unchanged by any such modification.
18 NOTICES
Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and by email.
19 ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between You and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.
20 Governing Law
This Agreement will be governed by and interpreted as to English law. All disputes and claims arising under the Agreement (including non-contractual claims and disputes) will be subject to the exclusive jurisdiction of the English law.
SCHEDULE 1
FEES
For each Completed Transaction, you will be paid _____________% Percent of the Net Sale Price.
The Company is not responsible to pay any Fees in the event you do not use the Links provided by the Company without modification OR you do not properly install those Links, meaning the traffic will not be properly tracked to reflect that a Customer came from the Affiliate Website.
