THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "AFFILIATE") AND TRIP NETWORK, INC. D/B/A CHEAPTICKETS.COM ("CHEAPTICKETS"). BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "I DO NOT ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, AND YOU WILL NOT HAVE THE OPPORTUNITY AT THIS TIME TO BECOME A MEMBER OF THE CHEAPTICKETS AFFILIATE PROGRAM.
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions that apply to Affiliates in the CheapTickets Affiliate Program. Becoming an Affiliate allows you to establish HTML linking between your web site and the CheapTickets.com domestic web site (the "CheapTickets Site"), subject to the terms and conditions of this Agreement. As used in this Agreement, "we," "us," and "our" will mean the CheapTickets, and "you," "your," and "yours" will mean the Affiliate.
Affiliate Agreement and Application: If you become an Affiliate, you will be allowed to establish links from your web site to the CheapTickets Site, pursuant to the terms of this Affiliate Agreement. To participate in the CheapTickets Affiliate Program and become an Affiliate of the CheapTickets Site, you must read and accept the terms of this Affiliate Agreement. If you accept the terms of this Affiliate Agreement, you will then have the opportunity to fill out the Affiliate Application and submit it to us. We, in our sole discretion, will determine whether your site and any technology used by you to send us affiliate transactions (each, a "Program") would be a suitable affiliate site and will evaluate your application. Not all applicants will become affiliates and not all Programs will be approved. CheapTickets, in its sole discretion, may deny any application for any reason, including applications for sites that contain content that could be classified as defamatory, harassing, harmful, obscene, racially objectionable, or unlawful. After our evaluation of your application, site and Programs we will notify you via email of our acceptance or rejection. We maintain the right, at any time during your participating in the CheapTickets Affiliate Program, to re-evaluate your site and any Programs used by you to send us transactions and may, in our sole discretion, reject any site and any Program for any reason. If, after initial approval of your application, you begin using any new site or Program, you will submit such site or Program to us for approval and shall not begin using such site or Program to send us transactions until such time as we notify you of our acceptance thereof.
You are not eligible to participate in the CheapTickets Affiliate Program if you are a travel supplier or if you are an employee of or contractor to a CheapTickets Competitor (each, an "Ineligible Party"). An CheapTickets Competitor means any entity providing online travel services, including, without limitation, Sabre Inc. (including Easy Sabre and Travelocity), Hotel Reservation Network, Expedia Inc. (including Travelscape), and any successor entity to the foregoing, any airline, any car rental, any cruise operation or hotel company. If you are an Ineligible Party, or are not sure whether you are or are not an Ineligible Party, you must contact us before attempting to accept the terms of this Agreement. If you are an Ineligible Party and you accept the terms of this Agreement, you agree to (i) terminate this Agreement immediately if you become or CheapTickets determines you are an Ineligible Party at any time and (ii) keep confidential any Confidential Information, as defined below), which you have gained access to during your participation in the Affiliate Program. ANY BREACH OF THIS PROVISION SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.
Link to the CheapTickets Site:
Upon acceptance into the CheapTickets Affiliate Program, you will have access to the Affiliate Interface located at www.linkshare.com. At this site you will be able to download HTML code and graphics that we have made available for you to use in your web site, pursuant to the following Guidelines: a) You may use the HTML code and graphics provided by CheapTickets only to link to or search the CheapTickets Site, PROVIDED THAT you do not use the HTML code or graphics provided by CheapTickets in connection with any feature in your web site or in your Programs which is devoted to a comparison of the travel information or fares offered by CheapTickets to travel information or fares offered by any of CheapTickets' then existing online reservation competitors, including, without limitation, the CheapTickets Competitors, b) The HTML code we will make available to you provides special link formats for linking to web pages within the CheapTickets Site ("Links"). For commission fees to be properly tracked, recorded and earned, you must ensure that each of the links between your site or your Programs and our site are Links provided to you by CheapTickets. We will not be liable to you for any lost commissions resulting from your failure to use appropriate Links. You also agree that those graphic images that you display pertaining to the CheapTickets Site, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Interface. If we update those graphics, you agree to immediately replace our old graphics with the new ones. We have the right, in our reasonable discretion, to monitor your site and Programs to ensure that your links to the CheapTickets Site are appropriate. If we decide, in our sole discretion, that your links to the CheapTickets Site are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site or Programs and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the CheapTickets Web Site from your web site or Programs. You expressly agree to abide by all of the terms and conditions of use related to each of the CheapTickets Sites, including the Affiliate Interface.
The CheapTickets Site is updated frequently, and therefore, to maintain the consistency and accuracy between the CheapTickets Site and our Affiliates sites, you agree to update the content on your site and any Programs on a regular basis. All such maintenance and updating of your site and Programs shall be at your sole cost and responsibility. We may monitor your site and Programs as we feel necessary to make sure that your site and Programs are up-to-date and to notify you of any updates to your site and/or Programs that we feel should be made. If we notify you of changes we desire you to make to your site and/or Programs and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the CheapTickets Site from your web site and Programs.
You agree that you will not copy, and that your site will not resemble distinctive and particular elements of our site. This includes, but is not limited to: graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colors and stylistic convention. You agree that the total appearance and impression substantially formed by the combination, coordination and interaction of such distinctive and particular elements, and any derivative of these shall not create the impression that your site is our site or a part of our site. You will not frame any page in the CheapTickets web site from within your site
As a condition to your acceptance and participation in the Program, you shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (a) Use or otherwise incorporate the words "CheapTickets" or variations or misspellings in the domain name(s) of your Site(s); (b) Modify or alter the CheapTickets site in any way; (c) Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting the CheapTickets Site; e.g., "framing" the CheapTickets Site (d) Use "CheapTickets" or "CheapTickets" as domain name, or portion thereof, unless expressly and explicitly authorized in writing by "CheapTickets", (e) Purchase or bid for placement of "CheapTickets.com", or any variation or misspelling thereof, or the name of any CheapTickets-affiliated brand or of any of CheapTickets' travel suppliers, within any third party search engine or portal, including but not limited to AOL.com, Yahoo!.com, MSN.com, Google.com, netscape.com, excite.com, overture.com, ask.com, looksmart.com, lycos.com, metacrawler.com and altavista.com, or (f) During the term of or after the expiration or termination of this Agreement, use any mark, name or domain name of any type which is confusingly similar to "CheapTickets" or "CheapTickets" or other "CheapTickets" trademarks. Affiliate keyword bidding on our trademark or any variation or misspelling thereof is prohibited. Affiliates found in violation of this policy will be subject to termination following a single email warning. Affiliates are additionally prohibited from bidding on competitor trademarks and redirecting traffic to the CheapTickets website.
You must adhere to federal CAN-SPAM laws and any applicable state laws in regard to distributing emails, including all applicable privacy and data protection laws and regulations You shall maintain an opt-out list containing every address that has opted out from mailings within ten (10) days of any mailing. You will not send any email to an address on its opt-out list or any address contained on a list provided by Cheaptickets to Affiliate. All emails sent will include a valid opt-out mechanism and a physical address.Do Not Divert CheapTickets visitors. You agree that you will not employ any technology, including, but not limited to, pop-ups, pop-unders and pop-overs, to serve messages to customers on the CheapTickets website or on CheapTickets-branded pages on a third-party website, designed to divert shoppers away from the site they are currently on. Additionally, you will not employ any technology that forcefully redirects a customer away from the CheapTickets website or a CheapTickets-branded page on a third-party website.
You agree not to use Spyware in any of your marketing activities, as CheapTickets considers Spyware to be a threat to consumer privacy. "Spyware" refers to types of marketing software programs that collect information about a consumer's Internet activities and share that information with a third party, often without the user's consent or knowledge. Spyware may gather personally identifiable information, such as e-mail addresses and credit card information, and may even alter personal computer settings.
Any executable application that delivers advertising content or that is bundled with applications that deliver advertising content ("Adware") must be submitted to CheapTickets for review and testing prior to applying for the CheapTickets affiliate program. CheapTickets reserves the right to periodically review all Adware for compliance. Any instance of non-compliance can result in immediate rejection or termination from the CheapTickets affiliate program. Affiliates offering Adware to consumers must consistently adhere to the following conditions:
You must obtain CheapTickets' prior written consent to create, publish, distribute or use any written, electronically transmitted or other form of publicity that makes reference to CheapTickets. Our consent will not be unreasonably withheld. If you fail to obtain our consent, we may terminate this Agreement upon notice to you. You Will Be Given a Password to Access Specific Affiliate Information: If you become a member of the Affiliate Program, you will be given a password so that you may enter our secure site Affiliate Interface, located at http://www.linkshare.com. From this site you will be able to receive your sales statistics, reports, and other information, as well as the graphics and HTML code that enable you to create links from your web site or Programs to ours. Your commission will be based on the reports you may access at the Affiliate Interface. You agree that such reports will be the final, determinative measurement of the Bookings, Reservations, and Enrollments for which commissions will be calculated. CHEAPTICKETS' RIGHTS AND OBLIGATIONS.
You agree that we have the right to monitor your site and Programs at any time and from time to time to determine if you are following the terms and conditions of this Agreement. If you are not following the terms and conditions of this Agreement, we may, in our sole discretion (i) require you to modify your site and/or Programs to comply with this Agreement or (ii) terminate this Agreement.
During the term of this Agreement, CheapTickets grants to you a non-exclusive, non-transferable, worldwide right and license to (I) access our site through the HTML links, subject to the terms of this Agreement and (ii) use our logo, trade names and trademarks ("CheapTickets Marks") provided to you by CheapTickets solely in connection with your display of such links. You will remove the CheapTickets Marks from your web site and Programs upon termination of this Agreement. During the term of this Agreement, you grant to CheapTickets a non-exclusive, non-transferable, worldwide right and license to use your logos, trade names, and trademarks ("your Marks") on the CheapTickets Site in a listing of Affiliates; provided that we shall not be required to include your Marks in any such listing. We will remove your Marks from such listing upon termination of this Agreement. All CheapTickets Marks or other words or symbols identifying CheapTickets and its services are and will remain the exclusive property of CheapTickets. You will not create, register, purchase, or obtain, (or attempt to do any of the foregoing) directly or indirectly, any trademark, service mark, trade name, company name, internet domain name, search engine listing, directory listing, metatag, name that redirects traffic to your site, or other proprietary or commercial right that is identical or confusingly similar (including variations and misspellings) to the CheapTickets Marks ("Similar Marks"). You acknowledge that any such action would be made with the intent to confuse consumers as to the source, location, and sponsorship of the CheapTickets services, and will constitute infringement of the CheapTickets Marks. If you breach this paragraph, we will have the right to immediately terminate your participation in the CheapTickets Affiliate Program and pursue all other remedies available against you under contract and law.
We may modify the terms and conditions of this Agreement, at any time in our sole discretion. You will be notified by email and posting of a change notice on the CheapTickets Affiliate Program Terms and Conditions within the Affiliate Interface. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures and the CheapTickets Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT AS YOUR SOLE RECOURSE. IF YOU CONTINUE TO PARTICPATE IN THE CHEAPTICKETS AFFILIATE PROGRAM FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE CHEAPTICKETS SITE, YOUR WILL BE DEEMED TO HAVE ACCEPTED SUCH MODIFICATIONS.
This Agreement will begin on the date we notify you of our acceptance of your Affiliate Application, site and Programs.
Either party may terminate this Agreement at any time, with our without cause, by notifying the other party in writing by mail, email or fax. What happens when the Agreement Terminates: If this Agreement terminates because you have violated the terms of this Agreement, you will not be eligible to receive any payments, including any payments earned prior to termination. Upon termination for any reason, you shall immediately remove any Links from your web site and Programs and all licenses granted hereunder shall terminate.
CheapTickets owns all intellectual property rights (including, without limitation, all copyrights, patents, trademarks and trade secrets) in connection with and in all version of the CheapTickets Site.
You agree that customers who book travel from your web site or Programs through the CheapTickets Affiliate Program ("Users") will be considered customers of CheapTickets, and CheapTickets will own all information generated by such Users. You agree that all CheapTickets rules, policies and operating procedures (including but not limited to policies relating to User personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users. CheapTickets reserves the right to change such rules, policies and operating procedures at any time.
You are eligible to earn transaction fees on sales of airlines tickets, car rental or hotel reservations for which a user follows a Link from your site or Programs to CheapTickets, and completes a reservation. The CheapTickets Affiliate Program will track bookings from your site or Programs; only bookings that are tracked by the CheapTickets Affiliate Program Tracking System will be paid. Under the currently used technology, CheapTickets places a cookie on the customer's computer as he/she is delivered from your link to the CheapTickets website, to identify your website as the delivering source. Transaction fees will be paid for bookings occurring within 30 days from the User initially clicking on the Link. Transactions will be credited to the last cookie placed. CheapTickets will not pay transaction fees for bookings involving fraudulent activity or transactions from any site or Program that was not specifically approved by CheapTickets and has the right to deny payment if it discovers such activity. You shall not be entitled to payment in the event that: (i) a booking is offset, canceled, refunded, rebated, reduced or there is a similar deduction or allowance made to the booking or Merchant has not received payment in full therefore from a customer (credit card authorization is pending, denied, disputed or otherwise); (ii) a customer cannot be tracked through the Link, an error or omission exists due to underlying data or to any intentional or inadvertent deletion or disablement by You of any tracking code, technology, the Link or otherwise, or the customer does not complete the transaction via the Link made available to You; or (iii) any payment to You is returned as undeliverable. In the event that Merchant has submitted to You any payment to which You are not entitled, You agree to provide a full and prompt refund to Merchant.
Each payment submitted to you hereunder shall be based upon a report setting forth, in reasonable detail, the number of Qualifying Sales, if any, completed during the prior month. If you dispute the content of any report provided hereunder, you shall notify CheapTickets, in writing, within ten (10) days following the end of such disputed month, after which time such report, and any payment related thereto, shall be deemed final and correct and uncontestable. Any dispute between CheapTickets and you regarding such report shall be investigated and resolved by and between CheapTickets and you. We will make payment to you on a monthly basis, with commission payments being mailed within 45 days from the end of an invoice period (which is on or about the 4th business day of the month following the month of activity).
From time to time, Cheaptickets shall make available to you, thru email, at Cheaptickets's sole discretion, a unique promotion code or coupon to be offered exclusively to your members (the "Offer"). The Offer will come with offer-specific terms and conditions (the "Offer Terms and Conditions"). You represent and warrant that you will provide the Offer Terms and Conditions within one click of the Offer. At any time upon notice to you, Cheaptickets may, in its sole discretion, (i) change the Offer, including replace the unique promotional code or coupon, (ii) establish a cap on the number of times a unique promotional code or coupon may be used, and (iii) change the Offer Terms and Conditions. Cheaptickets shall own all rights, title and interest to the Offer and Offer Terms and Conditions. You shall not edit, change or alter the Offer or Offer Terms and Conditions in any manner without Cheaptickets.s prior written approval. The licenses and restrictions to the Cheaptickets Marks in this Agreement shall apply to the Offer and the Offer Terms and Conditions, provided that such license to the Offer and the Offer Terms and Conditions shall terminate upon termination of the Offer.
Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE CHEAPTICKETS SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM CHEAPTICKETS ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
You represent and warrant that a) you are not an Ineligible Party b) you are the sole and exclusive owner of your Marks and have the right to grant to CheapTickets the license to use them as described in this Agreement c) your web site and Programs are in compliance with all applicable laws and regulations and do not contain any material that is fraudulent, defamatory or obscene d) you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement e) your execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement to which you are a party f) you have the legal capacity and power to execute, deliver and perform this Agreement g) this Agreement has been duly and validly executed and delivered by you by clicking on the "I Accept" button at the end of this Agreement and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms h) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party i) you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement j) there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding. These representations and warranties survive termination or expiration of this Agreement.
E WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL CHEAPTICKETS' CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT.
You agree to indemnify, defend and hold harmless CheapTickets and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site or Programs, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.
a)Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship b)You may not assign your rights or obligations under this Agreement to any party c)You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate web sites that are similar to or compete with your web site and Programs d)You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement e)THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS IN ANY DISPUTE INVOLVING THIS AGREEMENT f) Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default g)This Agreement represents the entire agreement between CheapTickets and you and supersedes all prior agreements and communications we may have had with respect to the subject matter hereof, oral or written h)Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party i)If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein j)The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.