Public-offer Agreement that establishes the terms of the Traffic Acquisition services relationship.
(Document version after 24.03.2023)
(First version date is 17.08.2021)
This public-offer Agreement (“Agreement”) establishes the terms of the Traffic Acquisition services relationship between:
(a) Go Travel Un Limited, a Hong Kong Limited Liability Company (Number 1658681) having its registered office at 4007 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, in case of making payments and settlements either in EUR, USD or other type of currency using payment method which is alternative to bank account (PayPal, card payment, etc. as may be added from time to time); either/or
(b) B G G TECH MARKETING MANAGEMENT L.L.C, a Dubai company, license number 1094753, having its registered office at Office 201-07, owned by The Galleria Investments LLC - Bur Dubai - Trade Center 1, parcel ID: 335-353, in case of making payments and settlements either in EUR or USD via wire transfer to the bank account which is chosen as payment method (for all services starting from March 01, 2023),
both and each hereinafter referred to as “Travelpayouts”, and
the legal or private person who accepted the offer, i.e. entered into a contractual relationship with Travelpayouts as an Affiliate Network partner (“Partner”).The Partner and Travelpayouts are known as “Party” separately or “Parties” together.
The Agreement is concluded under the conditions set forth herein upon the offer’s acceptance. The offer’s acceptance is implemented by clicking on the “Register” button and successfully registering on the Affiliate Network. The Travelpayouts legal entity contracting with the Partner is determined according to the payment details (methods) of the beneficiaries specified in the Affiliate Network account.
1. SUBJECT MATTER OF THE AGREEMENT
1.1. The Partner, in consideration of payment as per Travelpayouts order and by means of Promotional Tools, which are available in the Affiliate Network in accordance with the Terms, provides Traffic Acquisition services via promotion of different online products and websites to end-users (“Clients”). Clients shall be attracted by the Partner to use online products and websites in order to make purchases of Travel Services or perform other Desired Actions.
1.2. The Partner undertakes to provide their services by:
- placing hyperlinks, ad materials, and informational materials on their web-resources;
- integrating software tools and elements (API, White Label) into their web-resources;
- creating mobile applications based on the Travelpayouts SDK;
- sending email newsletters with links in a lawful manner; placing software tools and elements in order to engage subscriptions;
- other methods agreed upon by the Parties.
1.3. The Partner has the right to be paid for their services for each Desired Action made by Clients that were engaged via the Partner’s Traffic Acquisition services, except in the cases provided herein.
1.4. According to the additional agreement between the Parties, the Partner may provide Traffic Acquisition services in relation to the third parties’ online products and websites (“Advertisers”). Such an agreement is concluded upon the acceptance of the Advertisers’ offers (“Affiliate Programs”) by the Partner in their personal dashboard. The Partner accepts the offer by signing up for a certain Advertiser’s Affiliate Program and accepting its terms.
2. CONDITIONS FOR TRAFFIC ACQUISITION
2.1. After the Partner registers in the Affiliate Network and is assigned an individual code-identifier (“Partner’s ID / marker”), for the whole duration of collaboration under this Agreement, Travelpayouts shall:
2.1.1. Provide the Partner with the non-transferable right to use the software and graphic interface of the Affiliate Network for participation over the territory of all countries of the world under the conditions of a royalty-free, non-exclusive license. The Partner is granted the license only for direct functional use under this Agreement;
2.1.2. Maintain online products subject to Traffic Acquisition services and Promotional Tools, as well as inform the Partner of possible changes in their work or suspension;
2.1.3. Track Clients’ traffic from the Partner's web-resources using their Partner’s ID and perform accounting for sales of travel services and other Desired Actions made by Clients as a result of such traffic;
2.1.4. Provide advice on the operation of the Affiliate Network, online products and, if applicable, Travel Services, in case such advice is necessary for collaboration under this Agreement in accordance with the procedure established by the Terms and this Agreement.
2.2. The Partner shall:
2.2.1. Place their assigned Partner’s ID in the HTML code of their own web-resources (websites, mobile apps, etc.) or implement it otherwise as per applicable Affiliate Network tool, so that Travelpayouts is able to keep records in accordance with paragraph 2.1.3. of this Agreement. The Partner agrees that, for the purposes of calculating the Partner’s fee for traffic acquisition services, Travelpayouts takes into account only traffic coming from web-resources using the Partner’s ID;
2.2.2. Immediately inform Travelpayouts about all cases of failures, inaccuracies, and errors in the Affiliate Network, Promotional Tools, and Travel Services, which the Partner became aware of during the course of cooperation;
2.2.3. At the request of Travelpayouts, report in writing in a form convenient for the Parties on the activities carried out white Traffic Acquisition to no later than 1 (one) business day from the date of sending the request;
2.2.4. In a timely manner, provide Clients using the Partner’s web-resources with accurate and valid information related to the operation of Travelpayouts’ online products, promotional tools, and Travel Services. Don’t mislead Clients about the characteristics, features, and functions of such services.
2.3. The Partner agrees to not conduct illegal activities, violate the rights and legitimate interests of third parties, or perform any act or failure to act if doing so may result in damage to the Parties relations, or the business reputation of Travelpayouts and their business partners, principals, etc. In particular, the Partner guarantees not to:
2.3.1. Send emails or other messages to users/Clients without their explicit consent and/or in violation of applicable law (spam mailing);
2.3.2. Place links and other materials directly or indirectly leading to Travelpayouts’ or Advertisers’ online products and websites on third-party internet resources without the consent of such third parties;
2.3.3. Create a parasitic load on the Promotional Tools, online products, and websites of Travelpayouts, Advertisers, or the Travel Service providers that is generated not for the purpose of Traffic Acquisition and engaging Clients to make a desired action in their personal need, but for artificially inflating the statistics of the Partner or intentionally increasing the load on these internet services;
2.3.4. Use any types of traffic or projects that are non-agreed upon or are expressly prohibited by Travelpayouts in accordance with the Terms as well as the terms and conditions of the relevant Affiliate Programs. Neither shall the Partner use motivated traffic to promote key queries in app stores;
2.3.5. In any way violate and/or interfere with the operation of Travelpayouts’ online products, the Software Product, or the tools of the Affiliate Network, modify or improve their code, translate into other coding languages, or decompile, disassemble, decode, emulate, break the integrity of, or restore the source code in whole or in part;
2.3.6. Use any software or applications that are not authorized by Travelpayouts or law to interact with the online products, websites, Travel Services, and Affiliate Network tools;
2.3.7. Within 12 (twelve) hours, provide a reasoned response to a Travelpayouts request, if such request is related to an alleged violation of this Agreement.
2.4. When providing Traffic Acquisition services, the Partner agrees to not violate the intellectual property rights of Travelpayouts, their principals and other business partners, including Travel Services providers, Advertisers, as well as any third parties. Particularly, the Partner shall not:
2.4.1. Use domain names or other forms of identification of web-resources in any language that looks, sounds alike, or is similar in any other way to the extent of confusion with a brand (registered trademarks, domain names, logos, corporate identities, and other intellectual property) of Travelpayouts, their business partners, and Advertisers in order to attract audience;
2.4.2. The above prohibition also applies to the advertising activities of the Partner to attract internet users to their web-resources. In particular, the Partner agrees to not use the brands of Travelpayouts, their business partners and Advertisers to run advertising campaigns in contextual advertising systems:
2.4.3. It is an undisputed violation by the Partner of the obligation set forth in paragraph 2.4 of this Agreement to use Travelpayouts' trademarks without the corresponding permissions and rights: Aviasales, HotelLook, JetRadar, Travelpayouts, Wayaway including their transliteration in any applicable market language, direct translation to other languages, or use of similar names, which can lead to confusion.
3. PAYMENTS UNDER THE AGREEMENT
3.1. The Partner is paid for Traffic Acquisition resulting in Travel Services purchased by Clients or other Desired Actions made by Clients on Travelpayouts or the Advertisers’ internet-sources using Promotional Tools and/or after being redirected from the Partner's internet-sources through the Partner's ID.
3.2. Fees for Affiliate Programs run by Travelpayouts are calculated for purchases made from Clients’ personal computers or mobile devices within 30 (thirty) calendar days (or less, depending on the conditions agreed upon with a specific Travel Services provider) following the first time Client was directed to these internet services of the provider. Purchases of Travel Services made through Travelpayouts mobile applications installed with the Partner’s ID are counted for the entire lifetime of the app, but only from the moment it was installed by the Client for the first time.
3.3. The payment amount for the reporting period (calendar month) is calculated as a share of Travelpayouts revenue, received by Travelpayouts from third parties, including Travel Service providers, offering such services through Travelpayouts’ online products, or as a percentage of the cost of the purchased Travel Service. The system and rates for calculating the fee amount are set separately for each Affiliate Program and indicated on the page of such Affiliate Programs.
3.4. Travelpayouts provides statistics on the Desired Actions made by Clients after being redirected from the Partner’s web-resources, as well as the resulting income of the Partner in real time. Statistics are provided in the Partner's Personal Dashboard. The format of the statistical report and its data, including supplementary data are determined by Travelpayouts and can be changed without prior notice.
3.5. The Partner is paid for the reporting period from the 11th to the 20th day of the month following the reporting period, unless the threshold amount for the Partner’s payment method isn’t reached. Payment is made for the previous reporting period by transferring funds to the Partner's payment details specified in the Affiliate Network.
3.6. If the amount of the Partner's fee for the reporting period for all Affiliate Programs that the Partner has joined is less than threshold amount, depending on the payment method, Travelpayouts is entitled to provide payment in that reporting period when the fee reaches the specified amount.
3.7. Any commissions of banks, payment systems, and operators accrued in the course of settlement under this Agreement, shall be borne by the Party whose bank, payment system, or operator has accrued such a commission.
3.8. The Partner shall bear all taxes and compulsory payments considering their income under this Agreement. All amounts subject to payment for the Partner specified herein, as well as all rates and conditions for its calculation, are complete and include any applicable taxes and/or expenses the Partner may bear when providing Traffic Acquisition services.
3.9. The Parties agree that all monetary obligations arising from this Agreement or any other agreement within the Affiliate Network can be ceased by Travelpayouts via offset of their receivables against payables.
4. SPECIAL TERMS
4.1. All notifications, demands, notices, documents, claims, etc. related to this Agreement can be sent by means of electronic communication to the contact details of the Parties, by registered or courier mail with confirmation of receipt to the actual addresses of the Parties specified in this Agreement and on the Partner's personal dashboard.
4.2. The Partner agrees to provide, at the request of Travelpayouts, any documents, no later than 5 (five) business days from the date of sending such a request, if such documents are necessary for the proper execution of this Agreement by Travelpayouts, in particular, to process payments to the Partner. In case of failure to fulfill such a request or its delayed execution, Travelpayouts isn’t responsible for any adverse consequences to the Partner.
4.3. For the purposes of this Agreement, the Partner provides Travelpayouts with all necessary and accurate information about their contact and payment details as well as respective confirmation documents. The Partner will update such information or documents in a timely manner in the Affiliate Network. In cases when Travelpayouts cannot contact the Partner through their contact details or process a payment using the specified details, Travelpayouts’ obligations that depend on the relevance of such data is deferred until they are updated by the Partner.
4.4. Whenever the provision of false information by the Partner during the acceptance and execution of this Agreement is established, Travelpayouts has the right to request the provision of accurate information and documents confirming such information or terminate this Agreement without paying any fees to the Partner.
4.5. The Partner agrees that Travelpayouts has the right to terminate this Agreement at their own discretion at any time without prior notice to the Partner and block their access to the relevant functionality and features of the Affiliate Network if they consider such an action appropriate in the interests of the Affiliate Network. In the case of such a termination, Travelpayouts undertakes the responsibility to pay the income earned in good faith by the Partner before Travelpayouts’ withdrawal.
5. CONTRACTUAL LIABILITY
5.1. In case of non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties are liable to the extent and in accordance with the procedure established by the current legislation of Hong Kong, unless otherwise stipulated in this Agreement.
5.2. If Travelpayouts finds that the Partner fails to perform their obligations and guarantees under this Agreement or the obligations and guarantees set out in the terms of a specific Affiliate Program, to which Partner is a participant, Travelpayouts at their own discretion may:
5.2.1. terminate cooperation under this Agreement without paying for Traffic Acquisition services and claim compensation for damages incurred for the net amount of the unpaid fee;
5.2.2. require an immediate cease and desist of the violation, and, if the Partner does not fulfill the requirement within a reasonable time, invoke the right established by subparagraph 5.2.1.;
5.2.3. not pay for Traffic Acquisition services for the reporting period in which the violation occurred.
5.3. Travelpayouts notifies the Partner that the right to use the tools and functionality/features of the Affiliate Network is granted on an "as is" basis. Travelpayouts isn’t responsible for any consequences of using or not being able to use such tools and functionality and features by the Partner or potential failures in the Affiliate Network or in the operation of a particular tool or tools.
5.4. The Parties shall not be liable for any failure to fulfill obligations under this Agreement if this failure was a consequence of force majeure circumstances, which directly affected the performance of the obligations hereunder. The due dates stipulated by this Agreement shall be extended for a period equal to that, during which the fulfillment of this Agreement was suspended due to the force majeure circumstances.
5.5. The Party, unable to fulfill the obligations, shall notify the other Party thereof and indicate force majeure circumstances within 3 (three) business days from the date of their occurrence.
6. FINAL PROVISIONS
6.1. All disputes related to the conclusion, termination, execution, and violation of this Agreement shall be resolved by the Parties through negotiations in good faith and within a reasonable time. If it is impossible to settle the dispute through negotiations, the Parties submit the dispute to arbitration by the Hong Kong International Arbitration Centre in accordance with its applicable rules and regulations. The dispute shall be held in English by a single arbitrator in Hong Kong.
6.2. Travelpayouts has the right to change this Agreement as well as update its text and that of other documents constituting this Agreement, unilaterally and without prior notice. Brief information and notes about the changes are published on the Travelpayouts Blog or communicated to the Partner via Affiliate Network common means of communication.
6.3. The Partner undertakes the responsibility of monitoring changes that are made by Travelpayouts and affect cooperation. The fact that the Partner continues to provide Traffic Acquisition services means that the Partner agrees to the new terms.
6.4. The Partner may not, in any way, transfer their rights and obligations under this Agreement to third parties without the prior written consent of Travelpayouts. Travelpayouts has the right to transfer this Agreement to other companies (including group companies) with a written notice to the Partner that is provided in a commercially reasonable time.
6.5. For all matters not regulated in this Agreement, the Parties shall be guided:
(a) by the laws of Hong Kong in case of contracting with Travelpayouts and opting the alternative to bank account method payments and settlements;
(b) by the laws of Dubai, United Arab Emirates in case of contracting with Travelpayouts and opting bank account as method of payments and settlements;
which shall regulate the execution and termination thereof.