Travelpayouts Affiliate Agreement (The public offer)
(document version after 01.04.2019)
This Public Offer Agreement («Agreement») establishes the terms of the agency relationship between Go Travel Un Limited doing business as Travelpayouts, a Hong Kong Limited Liability Company, number 1658681, having its registered office at Suite 1504, 15/F, Chinachem Tower, 34–37 Connaught Rd Central, Hong Kong («Principal») and
the legal or private person who accepted the offer and entered into a contractual relationship with the Principal («Agent»). The Agent and the Principal 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 travelpayouts.com website.
1. SUBJECT MATTER OF THE AGREEMENT
1.1. The Agent, for a fee, by the order of the Principal on their own behalf and with the help of the Principal’s software tools provided in the Travelpayouts travel affiliate network in accordance with the Terms, promotes the Principal’s internet services to internet users (clients) in order to stimulate purchases of travel services, that can be searched for on such internet services.
1.2. The Agent undertakes to promote services by:
- placing hyperlinks and other materials provided by the Principal on the Agent’s internet resources;
- integrating the Principal’s search elements (API, White Label) into the Agent’s internet resources;
- creating the Agent’s mobile applications based on the Principal’s SDK;
- sending email newsletters with links in a lawful manner;
- other methods agreed upon by the Parties.
1.3. For each purchase of travel services by clients that were engaged to such purchase by the Agent, the Principal pays a commission to the Agent, except in the cases provided for by this Agreement.
1.4. According to the additional agreement between the Parties, the Agent may undertake actions to promote the third parties’ services and websites (Principal’s advertisers) for a reward. Such an agreement is concluded upon the acceptance of advertisers’ offers (affiliate programs) by the Agent in the personal account of the affiliate network. The Agent accepts the offer by signing up for a certain advertiser’s affiliate program and accepting its terms.
2. CONDITIONS FOR PROMOTING
2.1. After the Agent registers in the affiliate network and is assigned an individual code-identifier (marker) and for the whole duration of collaboration under this Agreement, the Principal shall:
2.1.1. Give the Agent the non-transferable right to use the software and graphic interface of the Travelpayouts affiliate network for participation over the territory of all countries of the world under conditions of a royalty-free non-exclusive license. The Agent is granted the license only for direct functional use under the Agreement and Terms;
2.1.2. Maintain their internet services for the search of travel services installed on the Principal’s websites, as well as inform the Agent of possible changes in their work;
2.1.3. Track client traffic from the Agent’s internet resources with the Agent’s marker to the Principal’s sites and perform accounting for sales of travel services made by customers as a result of such traffic;
2.1.4. Provide advice on the operation of internet services for search of travel services, necessary for collaboration under the Agreement in accordance with the procedure established by the Terms.
2.2. When promoting services to the clients, the Agent shall:
2.2.1. Place the marker assigned to the Agent in the HTML code of their own internet resources (websites, mobile apps, etc.) so that the Principal is able to keep records in accordance with the subsection 2.1.3. of the Agreement. The Agent agrees that for the purposes of calculating the Agent’s revenue, the Principal takes into account only the traffic coming from internet resources with Agent’s marker;
2.2.2. Immediately inform the Principal of all cases of failures, inaccuracies and errors in the search system for travel services, which the Agent became aware of in the course of cooperation;
2.2.3. At the request of the Principal, report in writing in a form convenient for the Parties on the activities carried out to promote services no later than 1 (one) business day from the date of sending the request;
2.2.4. Provide clients with accurate and valid information, related to the operation of the Principal’s internet services, and do not mislead clients about the characteristics and functions of such services.
2.3. The Agent agrees to not conduct illegal activities, violate the rights and legitimate interests of third parties, as well as perform any act or failure to act if this may result in damage to the Parties relations, the business reputation of the Principal and their partners. In particular, the Agent guarantees not to:
2.3.1. Send emails or other messages to internet users 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 the Principal’s websites on third-party internet resources without the consent of such third parties.
2.3.3. Create a parasitic load on the sites and internet services of the Principal, that is generated not for the purpose of searching for travel services for the personal reasons of internet users, but for artificially inflating the statistics of the Agent or intentionally increasing the load on internet services.
2.3.4. Use any types of traffic that are non-agreed or prohibited by the Principal in accordance with the Terms and the terms and conditions of affiliate programs. Neither shall the Agent use motivated traffic to promote key queries in apps stores.
2.3.5. In any way violate and/or interfere with the operation of the Principal’s internet services and tools of the travel affiliate network, modify or improve their code, translate into other coding languages, decompile, disassemble, decode, emulate, break the integrity, or restore the source code in whole or in part.
2.3.6. Use any software or applications that are not authorized by the Principal to interact with the internet services and tools of the travel affiliate network;
2.3.7. Within 12 (twelve) hours provide a reasoned response on the Principal’s request, if such request is related to an alleged violation of the Terms and sections 2.3. and 2.4. of the Agreement.
2.4. When promoting to the clients, the Agent agrees to not violate intellectual property rights of the Principal and their partners presented in the internet services and the affiliate network, including advertisers, as well as any third parties. In particular, the Agent shall not:
2.4.1. Use domain names of sites or other forms of identification of internet resources in any language that are in agreement with or similar in any other way to the extent of confusion with the brand (registered trademarks, domain names, logos, corporate identity and other intellectual property) of the Principal, their partners and advertisers in order to attract audience;
2.4.2.The above prohibition of use also applies to the advertising activities of the Agent to attract internet users to their internet resources, in particular, the Agent agrees to not use the brands of the Principal, their partners and advertisers to run advertising campaigns in contextual advertising systems.
2.4.3. It is an undisputed violation by the Agent of the obligation set forth in section 2.4 of the Agreement to use the Principal’s trademarks without the corresponding permissions and rights: Aviasales, HotelLook, JetRadar, Travelpayouts. including their transliteration in Slavic languages (авиасэйлз, авиасейлз, авиасейлс, авиасэйлс, авиасалес, хотеллук, хотел лук, джетрадар, джет радар, тревелпейаутс, тревел пейаутс и иные созвучные написания), direct translation to other languages or use of similar names, which can lead to confusion.
3. PAYMENTS UNDER THE AGREEMENT
3.1. The Agent receives commission for travel services purchased by clients, which they found using the Principal’s internet services after being directed from the Agent’s internet resources with the Agent’s marker.
3.2. Commission for the Principal’s affiliate programs is calculated for sales made from clients’ personal computers or mobile devices within 30 (thirty) calendar days (or less, depending on the conditions agreed by the Principal with a specific travel services provider) following the first time the client was directed to Principal’s internet services. Sales of travel services made through the Principal’s mobile applications installed with the Agent’s marker are counted for the entire life of the app, but only from the moment it was installed by the client.
3.3. The commission amount for the reporting period (calendar month) is calculated as a share of Principal’s revenue, received by the Principal from third parties including travel service providers, selling such services through the Principal’s internet services, or as a percentage of the cost of the sold travel service. The system for calculating the commission as well as rates are set for each affiliate program of the Principal and their Advertisers separately and are indicated on the page of such affiliate programs in the Agent’s personal account.
3.4. The Principal provides statistics on the implemented travel services after clients are directed from the Agent’s internet resources to the Principal’s internet services, and the resulting revenue received by the Principal in real time. Statistics are provided in the Agent’s personal account. The format of the statistical report and its data are determined by the Principal and can be changed without prior notice.
3.5. The commission is paid to the Agent for the reporting period from the 11th to the 20th day of the month following the reporting period unless the threshold amount for the Agent’s payment method is not reached. Payment is made for the previous reporting month by transferring funds to the Agent’s payment details specified in the personal account.
3.6. If the amount of the Agent’s commission for the reporting period for all affiliate programs that the Agent has joined is less than threshold amount, depending on the payouts method, the Principal is entitled to transfer payment in that reporting period when the amount of remuneration reaches the specified amount.
3.7. Any commissions of banks, payment systems and operators, accrued in the course of settlement under the Agreement, shall be borne by the Party whose Bank, payment system or operator has accrued such a commission.
3.8. Payment of any taxes that arise or may arise in connection with the receipt of remuneration under the Agreement is carried out by the Agent independently, in accordance with the legislation of the country of it tax residence. Any amounts paid to the Agent under the Agreement are complete and include all applicable taxes.
4. SPECIAL TERMS
4.1. All notifications, demands, notices, documents, claims, etc. related to the Agreement implementation 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 the Agreement and the Agent’s personal account.
4.2. The Agent agrees to provide at the request of the Principal no later than 5 (five) business days from the date of sending such a request any signed documents if such documents are necessary for the proper execution of this Agreement by the Principal, in particular, to pay commission to the Agent. In case of failure to fulfill such a request or its delayed execution, the Principal is not responsible for adverse consequences for the Agent.
4.3. For the purposes of the Agreement, the Agent provides the Principal with all necessary and accurate information about their contact details and payment details. The Agent will update such information in a timely manner in the affiliate network’s personal account. In cases when the Principal cannot contact the Agent through their contact details or pay commission using the specified details, the Principal’s fulfilment of obligations that depend on the relevance of such data is deferred until they are updated by the Agent.
4.4. Whenever the provision of false information by the Agent during the acceptance and execution of the Agreement is established, the Principal has the right to request the provision of accurate information and documents confirming such information, or terminate the Agreement without paying commission to the Agent.
4.5. The Agent agrees that the Principal has the right to terminate the Agreement on their own discretion at any time without prior notice to the Agent and block their access to the relevant functionality of the affiliate network, if they consider such an action appropriate in the interests of the affiliate network. In case of such termination, the Principal undertakes to pay the commission earned in good faith by the Agent before the Principal’s withdrawal.
5. CONTRACTUAL LIABILITY
5.1. In case of non-fulfillment or improper fulfillment of obligations under the Agreement, the Parties are liable to the extent and in accordance with the procedure established by the current legislation of the Hong Kong otherwise stipulated in the Agreement.
5.2. If the Principal finds that the Agent fails to perform their contractual obligations and guarantees or the obligations and guarantees set out in the terms of a specific affiliate program, to which the Agent is a participant, the Principal, at their own discretion:
5.2.1. terminates cooperation under the Agreement without paying commission to the Agent and claiming compensation for damages incurred net of the amount of unpaid remuneration;
5.2.2. requires immediate cease and desist of violation, and if the Agent does not fulfill the requirement within a reasonable time, invokes the right established by the subsection. 5.2.1.;
5.2.3. does not pay remuneration for the reporting period in which the violation occurred.
5.3. The Principal notifies the Agent that the right to use the tools and the affiliate network’s functionality is granted on an «as is» basis. The Principal is not responsible for any consequences of using or not being able to use such tools and functionality by the Agent, possible failures in the affiliate network or in the operation of particular tools.
5.4. The Parties shall not be liable for any failure to fulfill obligations under the Agreement, if it was a consequence of force majeure circumstances, which directly affected the performance of the obligations under the present Agreement, the due dates stipulated by the Agreement shall be extended for a period equal to that, during which the fulfillment of the Agreement was suspended due to the force majeure circumstances.
5.5. The Party, unable to fulfil 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 the 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 the arbitration by the Hong Kong International Arbitration Centre in accordance with its applicable rules and regulations. The dispute shall be held in English by one arbitrator in Hong Kong.
6.2. The Principal has the right to change the Agreement, update the text of this offer and other documents constituting the Agreement, unilaterally without prior notice to the Agent. Information about the changes is published on the Principal’s blog.
6.3. The Agent undertakes to independently monitor changes that are made by the Principal and affect the collaboration. The fact that the Agent continues to perform the actions specified in clause 1.1. means that the Agent agrees to the new terms.
6.4. The Agent may not in any way transfer their rights and obligations under this Agreement to third parties without a prior written consent of the Principal. The Principal is entitled to transfer this Agreement to other companies with a written notice to Agent given in a commercially reasonable time.
6.5. For all matters not regulated in the Agreement, the Parties shall be guided by the laws of Hong Kong which shall discipline the execution and termination thereof.
Go Travel Un Limited
Address: Suite 1504, 15/F., Chinachem Tower, 34–37 Connaught Road Central, Hong Kong.
Registration number: 1658681
CEO: Max Kraynov
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