Distribution Partnership Agreement
Introduction
This Agreement describes the legal relationship between The Social Commerce Platform Ltd (trading as "lovetovisit.com") and the Distribution Partner (hereinafter called "Distributor"). Upon registration (opening of an account), the Distributor agrees to this Distribution Partnership Agreement as the contents of your legal relationship with Lovetovisit.com (Lovetovisit.com and the Distributor are hereinafter called "the Parties").
1. Object of agreement
1.1 General
Lovetovisit.com is an online booking platform for attractions, events and ‘things to do’. The Distributor owns, supervises, manages, and operates one or more Internet-Domain(s) and Website(s). The Distributor and Lovetovisit.com agree that the Distributor will allow access (directly or indirectly), in compliance with the conditions of this contract, of the offers and services of Lovetovisit.com to the customers and visitors of the Distributor Website(s).
1.2 Relationship between the Parties
1.2.1 Both parties operate their websites independently and are solely responsible for their own websites, technically and with regards to content and design. This agreement does not constitute a corporation, an association, an employment contract, a contract of brokerage, or an agency agreement between the parties.
1.2.2 Unless otherwise agreed in writing, neither party may publish anywhere on their website(s), neither explicitly nor by implication, that the website is part of, supported by or is an official website of the other party.
1.2.3 Lovetovisit.com does not in any way assume a guarantor position for the services offered by suppliers on the Lovetovisit.com website. The original distributor of the services is exclusively the supplier.
2. License
2.1 Mutual license
2.1.1 Lovetovisit.com grants the Distributor the non-exclusive, free of charge, and world-wide right and license to i) display parts of Lovetovisit.com-data and further information on the Distributor's website(s), as provided to the Distributor by Lovetovisit.com and ii) solicit and merchandise the service in accordance with the terms and conditions of this contract.
2.1.2 The Distributor grants Lovetovisit.com hereby the free of charge and world-wide right and license to i) integrate and display the chosen facilities in the Distributor's website(s) and ii) provide his service on the Distributor's website(s).
2.2 Sub-licensing and Disclosure
The Distributor is not authorized to sub-license his in paragraph 2.1.1 granted rights or the facilities, with which he enables access to the Lovetovisit.com website, to a third-party.
3. Agreements and acknowledgements
3.1 General Agreements, Acknowledgements and Obligations
3.1.1 The Distributor agrees to not engage in or refrain from activities that interfere with the affiliation between Lovetovisit.com and the services and suppliers offered on the Lovetovisit.com website. Furthermore, the Distributor may not make negative or in any way harmful representations about Lovetovisit.com or its business concept.
3.1.2 The Distributor agrees to refrain from communicating with the suppliers or customer service regarding bookings registered through this system.
3.1.3 The Distributor is obligated to maintain and modify the contents of the Distributor website(s) accordingly and accurately, further, to keep the Distributor website(s) up-to-date and error-free as well as to immediately edit errors (if any) pointed out by Lovetovisit.com.
3.1.4 The Distributor is not authorized to make bookings or reservations of offers from the Lovetovisit.com website or of those from the Distributor website with the intention of selling mentioned bookings or reservations to a third party.
3.2 Intellectual Property
3.2.1 Upon conclusion of this contract, Lovetovisit.com does not abandon, but explicitly reserves its right of intellectual property, against the Distributor or a third party, warranted by a law, a contract, or otherwise (now or in the future).
3.3 Advertising Tactics and Marketing
3.3.1 Unless otherwise agreed in writing with Lovetovisit.com the Distributor is not authorized (directly or indirectly) to purchase, acquire, use, employ or integrate terms or keywords (including variations and misspellings) or that are identical or strikingly similar to those used by Lovetovisit.com or related internet-domain names (for example Lovetovisit.com (independent of (country-code) Top-Level-Domain)) in association with advertising tactics through paid search entries or other forms of online-advertising on platforms of third parties.
3.3.2 The Distributor may not in any way use the contents of the Lovetovisit.com website on or through a third party platform.
3.4 Non-Solicitation Clause
Unless otherwise agreed in writing, the Distributor agrees to refrain from contacting, acquiring, or accepting suppliers of offers and services on the Lovetovisit.com website i) as business Distributors for bookings or reservations (directly or indirectly) on or through the Distributor-website(s), ii) for sales or advertising purposes or other (online) advertising or marketing tactics (whether as a banner, pay-per-click, links, pop-ups or in any other way) on the Distributor website(s) or iii) for any other reason.
3.5 Price Comparison
The Distributor insures that, when presenting price comparisons on his website(s), service prices of competitors (direct or indirect) of Lovetovisit.com will be displayed error-free, accurately and non-misleadingly.
3.6 Payment Transactions
All procedures concerning payment transactions of bookings of services on the Lovetovisit.com website are operated solely by Lovetovisit.com. In particular the Distributor ensures Lovetovisit.com that he will not, under any circumstance, effect or receive any payments that are in connection with services booked on the Lovetovisit.com website.
4. Warranties and guaranties
4.1 The Parter's Guarantees
The Distributor assures Lovetovisit.com and guarantees that the Distributor-website(s) do not a) contravene public order and common decency b) contain inappropriate, illegal or unlawful contents, statements, materials, information, links, or banners (for example with regard to pornography or racism), defamatory statements or elements that invade or otherwise violate the privacy of a third party or are obscene.
4.2 Security and Operation
Both parties must take any appropriate economical measures to protect and secure their website(s) and to maintain operation of their website(s). The Distributor recognises and confirms that he alone is responsible for the security of his website, as this is an aspect that Lovetovisit.com cannot influence.
5. Liability and Disclaimer
5.1. Lovetovisit.com makes no express or implied warranties or representations of any kind with respect to its service, the booking system, the platform, the content or other items offered by Lovetovisit.com.
6. Punitive damages and liability
Unless the accused party can be proven innocent, he is liable to the other party for any damage caused by anything in connection with this agreement. With the exception of gross negligence or wilful misconduct, the parties are not liable for direct or indirect damages, consequential damage or loss of profit.
7. Contract period, termination of contract, and suspension of the contract
7.1 Contract Period, Termination of Contract, and Suspension of the Contract
7.1.1 Unless otherwise agreed upon, the contract comes into effect upon execution of this agreement and is valid for an unlimited period.
7.1.2 The contract can be terminated in writing without notice by both parties at any time. Lovetovisit.com retains the right to withhold the reason for termination.
7.1.3 After termination of the contract, unless otherwise agreed upon, the contract is considered completely and entirely terminated, without effect on the parties' rights and remedies concerning punitive damages or breach of contract by the other party. Paragraphs 3.1.1, 3.1.4, 3.1.5, 3.2, 3.3, 3.4.1, 7, 8, and 9 are valid beyond the termination of the contract.
8. Non-disclosure
8.1 Confidential Information
The Parties mutually agree to the non-disclosure of all information, observations, and documents that are part of the commercial privacy of the other party, especially the information and data of customers or business Distributors of the other party.
When in doubt about the affiliation of information, observations and data, and commercial privacy, mutual consultation obligations are to be observed.
The parties, their employees, and any called-in third parties agree to maintain the above mentioned confidentiality.
8.2 Customer Data
The parties must take any appropriate economical measures to secure the secrecy and confidentiality of customer data and to protect this customer data from unauthorized use or publication. The parties agree to comply with the United Kingdom law when processing personal data and data security.
8.3 Ownership of Confidential Information
The parties agree that the sole ownership of confidential information remains with the disclosing party and the receiving party only uses the confidential information for purposes concerning the fulfilment of this contract. All copies of confidential information must be returned or destroyed upon request of the other party.
9. Miscellaneous
9.1 Notifications
All notifications and messages between the parties must be in written form.
9.2 Complete Agreement
This contract (including all attachments) declares the overall agreements of both parties regarding the object of agreement and replaces all previous agreements, proposals, obligations, or propositions concerning the object of agreement.
9.3 Partial Nullity
Should parts of the framework contract or an order be or become invalid, all other obligations remain valid.
The parties commit to replacing the invalid obligation with a economically equivalent and legal settlement that matches the invalid one in economic content as closely as possible. The same shall apply for the event of a gap in the contract.
9.4 Transfer
The transfer of rights and obligations to a third party is only permitted by written consent in advance given by the other party.
10. Governing law and jurisdiction
10.1 Governing law
This contract is subject to United Kingdom law.
11.2 Jurisdiction
Exclusive jurisdiction and legal venue for all disputes shall be Cardiff, UK.
Lovetovisit
Trafalgar House
5 Fitzalan Place
Cardiff
CF24 0ED
