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This is a legally binding Affiliate Agreement ("Agreement") between
you ("Affiliate") and LUGGAGE CONCIERGE INC. ("Company"). Clicking
the "I AGREE" button located at the end of this Agreement constitutes
your acceptance of each of the terms and conditions set forth in
this Agreement. Clicking on the "I DO NOT AGREE" button located
at the end of this Agreement indicates that you do not agree to
the terms and conditions of this Agreement. Consent to the terms
and conditions of this Agreement is required if you want to participate
in the Company's Affiliate Program.
This Agreement contains the complete terms and conditions governing
the Affiliate's participation in the Company's Affiliate Program.
The Affiliate Program enables you to earn commissions by generating
online luggage delivery reservations that result in an order through
the LUGGAGE CONCIERGE Affiliate's Web Site as set forth in this
Agreement. You agree that all of the Company's rules, policies,
and procedures concerning customer orders, customer service, and
bookings will apply to those customers. The Company may, in our
sole discretion, change our policies and operating procedures at
any time, without notice.
The following definitions shall apply to the terms of this Agreement.
"Affiliate Web Site" means the collection of web pages, including,
code and images, accessible at the URL for the Affiliate's domain
name.
"You" and "your" refers to the Affiliate. "We," "us" and "Company"
refers to LUGGAGE CONCIERGE INC.
"Company Marks" includes, among other things, the trademarks,
service marks, trade dress, trade name, and logos owned by, used
by or applied for by the Company or any of its subsidiaries or
related or affiliated entities, including, without limitation,
the Company Marks reflected in the Promotional Materials.
"Company Web Sites" refer to the various web sites owned or operated
by the Company, www.luggageconcierge.com.
"Promotional Assets" refers to the html and other code and images
(including, but not limited to, banner ads and buttons) provided
by the Company to the Affiliate for use in promoting the sale
of Luggage Concierge services on the Affiliate's Web Site. Promotional
Assets include certain Company Marks (as well as banner ads, buttons
and other graphical images containing the Company Marks) selected
by the Company. The Company owns Company Marks that will not be
licensed to the Affiliate under this Agreement. Therefore, Promotional
Assets shall not include Company Marks that are not expressly
included by the Company in the Promotional Assets.
"Qualified Booking" refers to a booking that meets the following
criteria: (1) the customer books one or more pieces of luggage;
(2) the booking is generated through a click through on a tagged
link by the customer on the Promotional Assets on the Affiliate
Web Site; and (3) the booking directly results in an actual paid
delivery by the customer and is not cancelled.
To become an Affiliate of the Company, you must: (1) complete and
submit the New Affiliate Registration Form on the 'Affiliates' section
of the website provided by the Company; (2) agree to the terms of
this Agreement; and (3) obtain approval of your Affiliate Application
by the Company. The Company reserves the right to refuse to enter
into an affiliate agreement with you in the Company's sole discretion.
Your submission, complete with generated user ID and password will
display acknowledgement of the agreement.
- Scope of License: Subject to the terms and conditions
of this Agreement and effective upon acceptance into the Affiliate
Program and for the duration of this Agreement, the Company
hereby grants to the Affiliate a limited, non-exclusive, non-transferable
license to use the designated Promotional Assets made available
to Affiliate by Company for the sole purpose of linking to the
Affiliate gateway web pages designated by the Company and in
the manner prescribed by the Company. The Promotional Assets
shall reside on a server of the Company or its agent. The Promotional
Assets shall not be downloaded or otherwise saved in any form
by the Affiliate. The Affiliate shall use only the most current
Promotional Assets as may be made available to the Affiliate
by the Company from time to time. All rights not expressly granted
hereunder are reserved to Company.
- Acknowledgement of Ownership: Affiliate hereby acknowledges
Company's exclusive ownership of the Promotional Assets and
the Company Marks. Affiliate agrees not to take any action inconsistent
with Company's ownership of the Promotional Assets and the Company
Marks. Affiliate agrees that any benefits accruing from use
of the Promotional Assets shall vest solely and automatically
in Company. Affiliate may not modify for public display any
Promotional Assets unless the Affiliate obtains advance written
permission from the Company, which permission is in the Company's
sole discretion and which permission may be revoked at any time.
Affiliate shall not form, use, apply for registration of, or
claim rights in any trademarks, service marks, logos, or domain
names, that contain, are similar to, or dilutive of, any of
the Company Marks.
- Sublicensing: Affiliate shall not sublicense, assign
or transfer any of the rights granted or licensed under this
Agreement. Any attempt by the Affiliate to resell, assign or
transfer such rights absent the prior written approval of the
Company is void and shall, at the Company's election, result
in immediate termination of this Agreement without liability
to Company.
- Duration of the License: Affiliate is entitled to use
the Promotional Assets during the period in which the Affiliate
is a member in good standing of the Affiliate Program. This
license will terminate immediately upon termination of this
Agreement. The Company may revoke this license at any time and
for any reason. Upon termination of this Agreement and/or revocation
of this license, Affiliate shall immediately, but in no event
later than seventy two (72) hours, cease use of the Promotional
Assets.
- General Rules: Affiliates will be provided code necessary
for displaying the Promotional Assets on the Affiliate Web Site,
which, when clicked on, will enable customers to book reservations
for LUGGAGE CONCIERGE. You may use the Promotional Assets solely
for the purpose of promoting bookings at the LUGGAGE CONCIERGE
website. You may not modify the code in any manner.
- Display Rules: You may display the Promotional Assets
only on the Affiliate Web Site approved by the Company. You
may display the Promotional Assets only in the form and in the
size prescribed by the Company. You may not modify or alter
the Promotional Assets in any way, including size, proportions,
colors, elements, type or in any other respect. You may not
animate, morph or otherwise distort the perspective or appearance
of the Promotional Assets. The Company may update or revise
Promotional Assets from time to time.
- E-mail: In the event that you send commercial e-mail
containing Promotional Assets to potential customers, you must
ensure that: (1) the e-mail messages do not violate any laws
regulating the sending of unsolicited e-mail or spam; (2) the
e-mail messages are not sent to any recipient unless the recipient
has consented to receipt of the e-mail or you have an existing
relationship with the recipient; and (3) the e-mail messages
clearly state that the messages are not generated by or for
the Company. In the event that any claim is made against the
Company, and its affiliated and related entities, the requirement
for indemnification under Section VII will be applicable.
Affiliate shall be solely responsible for the design, programming,
hosting, content, maintenance, accessibility, and appearance of
the Affiliate Web Site. Affiliate shall defend Company and its affiliated
and related entities and hold them harmless against any and all
claims, demands, losses, damages, or injuries (including, but not
limited to, costs and attorneys' fees) they incur arising out of
or relating to any action or omission of the Affiliate, regardless
of whether such action or omission is within or outside of the scope
of this Agreement.
Affiliate shall not engage in any of the Prohibited Practices: (1)
framing the Company's Web Sites; (2) "mousetrapping" visitors to
the Affiliate's Web Site or otherwise interfering with web users
ability to close any browser window containing any of the Promotional
Assets; (3) distorting or altering the Promotional Assets; (4) copying
all or any portion of the Company's Web Sites; (5) registering,
transferring, trafficking in, or offering for sale, any domain name
that is similar to or contains any of the Company's Marks; (6) using
the Promotional Assets (including the Company Marks) in a manner
that implies or suggests that the Company endorse or sponsor the
Affiliates Web Site or any products or services of the Affiliate
or any third party; (7) using the Promotional Assets (including
the Company Marks) in any manner that tarnishes, blurs or dilutes
the Company Marks or that is likely to do so; (8) displaying the
Promotional Materials on any web pages that contain any infringing,
illegal, immoral, offensive, controversial or pornographic content,
which shall be determined by the Company in its sole discretion;
(9) displaying the Promotional Materials (including the Company
Marks) on any web pages that contain content substantially related
to online casinos or online gaming; (10) engaging in any illegal,
unethical or unfair or deceptive trade practices; (11) using the
Promotional Materials (including the Company's Marks) in connection
with any feature on your web site that enables comparison of the
room rates offered by the Company to room rates offered by others;
(12) sending unsolicited commercial e-mail messages (excluding messages
to recipients with whom you have an existing relationship or who
consent to receipt of such messages); (13) concealing, misstating,
or "spoofing" the originating or return e-mail address for any unsolicited
commercial e-mail messages containing any of the Promotional Assets;
(14) using any e-mail address containing any of the Company Marks;
(15) engaging in any conduct that would be detrimental to the status
of the Company, or its affiliated and related entities, as licensed
gaming entities; and (16) any other practice that the Company designates
or concludes is prohibited in its sole discretion.
- Qualified Bookings: The commissions are payable to
the Affiliate only for Qualified Bookings. You will not earn
commissions for customers who book their reservations at Company
Web Sites if the booking was not completed through a tagged
link from the Affiliate Web Site and the actual delivery did
not occur.
- Calculation of Commissions: The commission payable
to the Affiliate shall be 6% of the gross revenue actually generated
from the luggage order paid by the customer for an order arising
from a Qualified Booking.
- Payment of Commissions: Payments of commissions are
made at the end of the following month of the date in which
the order was shipped, not the date of the Qualified Booking.
For example, for a Qualified Booking made in June for a scheduled
pickup that takes place in July, the commission would be paid
by the end of August. You may log into the partner gateway to
determine any commissions that have been earned and the breakout
of sales. When this Agreement terminates, any commissions due
at the time of termination will be paid at the end of the month
following termination. We will not pay any commissions generated
through Promotional Assets that have been altered or modified
by you in violation of Sections V or VII.
Affiliate represents and warrants that: (1) Affiliate shall display
the Promotional Assets in accordance with this Agreement and in
a professional and tasteful manner, which shall be determined in
Company's sole discretion; (2) the Affiliate is not engaged in and
will not engage in during the term of this Agreement any of the
Prohibited Practices; (3) you have duly and validly executed this
Agreement and this Agreement constitutes a legal, valid and binding
obligation and is fully enforceable against you; and (4) you are
duly organized, validly existing and in good standing under the
laws of your State of organization and have full power and authority
to perform this Agreement.
We may modify any of the terms and conditions in this Agreement,
and/or any of our policies and operating procedures at any time
and from time to time, in our sole discretion. You will be notified
by email of any modification to the terms and conditions to this
Agreement and a change notice will be posted on your account web
page. If the modification is not acceptable to you, you may terminate
your continued participation in the Affiliate Program. Your continued
participation in the Affiliate Program after modifications to the
Affiliate Program are made constitutes your acceptance of the modifications.
The Company may terminate this Agreement at any time for any reason
or no reason. You may terminate this Agreement at any time for any
reason or no reason. This Agreement automatically terminates if
you breach any provision of this Agreement. In the event of termination,
you shall immediately remove the Promotional Assets from the Affiliate
Web Site. Sections IV.B. and VI (indemnification) survive the termination
of this Agreement.
The Promotional Assets and any other materials provided by the Company
pursuant to this Agreement are provided "as is." COMPANY DISCLAIMS
ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
COMPANY DISCLAIMS ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL OR
SPECIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT.
Affiliate shall not issue any press release nor make any public
statement regarding this Agreement (including the terms and existence
thereof) or the relationship of the parties without the Company's
prior written approval which may be withheld in Company's sole discretion.
The Affiliate shall use its reasonable effort to keep confidential
the terms and conditions of this Agreement and all information regarding
the click through rates for Promotional Assets and information on
customers who click on the Promotional Assets.
The relationship of the Affiliate to the Company shall be that of
an independent contractor. Nothing in this Agreement shall be construed
to create a partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties.
This Agreement shall be governed by the law of the State of New
York.
This Agreement contains the entire understanding and agreement
between the parties hereto.
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