|
|
|
|
AllRez.com Affiliate Agreement |
RECITALS
A. This Agreement is qualified in its entirety by the definitions
set forth in Section 1 of this Agreement. Terms or phrases not
specifically defined in Section 1 should be read in accordance
with their general usage and context within this Agreement. All
defined terms or phrases are identified with a bold face font and
the first letter of each defined word or the first letter of each
word in a defined phrase is capitalized throughout this Agreement.
B. AllRez.com will provide its proprietary hotels (the "AllRez.com
Proprietary Site") to Affiliate by providing Affiliate access
to the AllRez.com Proprietary Site on the terms and conditions
set forth in this Agreement.
AllRez.com and Affiliate agree to the following terms and conditions:
-
Defined Terms
The terms set forth in this Section
are defined as follows:
- " AllRez.com Proprietary Link " means
the URL link to the Designated Affiliate Pages on
the AllRez.com
Proprietary Site . It let identify the Affiliate and
associate all production through that link with the Affiliate.
Access to it is protected with unique login name and password
for each Affiliate.
- " AllRez.com Proprietary Site " means the
World Wide Web site identified by its URL designation http://www.AllRez.com or any of its subdirectories, including the Designated Affiliate
Pages.
- " Designated Affiliate Pages " means those
pages on the AllRez.com Proprietary Site which are
specifically designed for use in connection with the AllRez.com
Proprietary Link.
- " Affiliate Customers " mean customers
who purchase travel services from the Designated Affiliate
Pages on
the AllRez.com Proprietary Site through AllRez.com
Proprietary Link. An Affiliate Customer will also
be deemed a customer of AllRez.com.
- " Affiliate Site " means the World Wide
Web site or sites owned and operated by Affiliate that contains
a AllRez.com
Proprietary Link accepted as to substance, background
image, color, look and feel by Affiliate.
- " Confidential Information " means trade
secrets, marketing and business plans and technical specification
and information, which upon being declared in writing as
confidential information, whether by letter or by the use of a
confidential or proprietary stamp or legend, prior to or at the
time of disclosure to the other party, becomes Confidential Information.
Limited License
Grant of License to Affiliate
AllRez.com grants to Affiliate during the term of this Agreement,
a non-exclusive worldwide limited license:
- to provide to
its' customers access to the Designated Affiliate Pages via AllRez.com
Proprietary Link directly or from Affiliate Site along
with the content contained therein; and
- at the Affiliate's
sole cost and expense, the Affiliate may create materials
that incorporate elements of or information contained
in the AllRez.com
Proprietary Site and copy, display, publish and
distribute the content of the AllRez.com Proprietary Site for
promotional purposes.
Each party hereby grants to the
other during the term of this Agreement the right
to use such trademarks or trade names of the granting
party as may be agreed upon (in a separate writing)
for inclusion in the Affiliate Site,
the AllRez.com
Proprietary Site , the AllRez.com Proprietary
Link and
the Designated Affiliate Pages as long as
the granting party maintains quality control over
the marks and any use of the marks inures to the
benefit of the granting party.
-
Grant of License to AllRez.com
Upon obtaining the prior written consent of Affiliate, the Affiliate
grants to AllRez.com a non-exclusive royalty-free license
during the term of this Agreement to use, reproduce, electronically
distribute and publicly display the Designated Affiliate Pages connected
with Affiliate for the promotion for which the written consent
is given.
Exclusivity
Affiliate shall not during the term of this Agreement,
either directly on the Affiliate Site , or indirectly
through advertisements or links, offer or market any travel booking
products or services offered by AllRez.com, other than through
the AllRez.com Proprietary Link or the AllRez.com
Proprietary Site.
Compensation
AllRez.com agrees to pay to the Affiliate a commission
calculated as set forth on Exhibit A.
Reporting and Payment
Booking statistics relating to Affiliate,
including daily activity and monthly reports may be accessed
by Affiliate on the website http://affiliate.allrez.com,
by providing Affiliate's unique login and password. Affiliate
agrees that AllRez.com will be the only party to bill and collect
booking commissions from any travel supplier. Affiliate shall
be paid as provided on Exhibit A.
Confidential Information
Financial Information as Confidential
Information
The financial information regarding the calculation of and the amounts paid hereunder by AllRez.com as provided in Exhibit A to the Affiliate shall be considered Confidential Information.
Management of Confidential Information
Each party agrees that: (i) all Confidential Information shall
remain the exclusive property of the owner; (ii) it shall maintain,
and shall cause its employees and agents and subcontractors to
maintain the confidentiality and secrecy of the other party's Confidential
Information ; (iii) it shall take all reasonable action necessary
to ensure that its employees and agents do not copy, publish, manipulate,
disclose to others or otherwise use the Confidential Information of
the other party; and (iv) it shall return or destroy all copies
of the other parties Confidential Information upon request
of the other party, and indemnify and hold harmless the owner from
and against all damages and expenses (including attorney fees and
costs) arising from a breach of this provision.
EXHIBIT A
AllRez.com Commission Schedule
AllRez.com agrees to pay Affiliate a commission according to the
following schedule with respect to travel booked by Affiliate
Customers through the AllRez.com Proprietary Site :
- 50% of the Industry Standard Commission with respect to all
travel booked from the AllRez.com Proprietary Site via AllRez.com
Proprietary Link . The minimum amount paid is $100. Commissions
with respect to such travel bookings shall be paid on the 15th
of the month following the month payment is received from service
suppliers, and will be reduced by the amount of any credit card
charge backs. If Affiliate collected commission for any month is
less than $100, the total amount will be carried over to the next
month.
For purposes of this Agreement, the "Industry Standard Commission" is
acknowledged to currently be 8% of the room rate with respect
to international hotels. The parties acknowledge that the Industry
Standard Commission is subject to change.
|
|