Affiliate Marketing Agreement
This constitutes the terms of our Agreement, effective as of the date last signed by a party hereto (the “Effective Date”) whereby, you (“Affiliate”) will market travel products (“Products”) and travel services (“Services”) supplied by iOutdoor, LLC. (“iOutdoor.com”) through the Internet in return for a Fee (as defined below).
- Affiliate will market the Products to its customers by establishing links from Affiliate’s website to iOutdoor.com’s website and is authorized by ioutdoor.com to promote the Products, subject to the terms and conditions of this Agreement.
- Terms in which affiliate will be DENIED eligibility based off content present on site or profile:
a. Sexually Explicit and obscene materials
b. Promotes violence or engages in acts of violence
c. False products, materials or information
d. Engages in or promotes hateful activities
e. Accounts, pages and profiles that involve illegal activities
- If iOutdoor.com deems your application not fit for our program, you may reapply when you meet our requirements at any time. iOutdoor.com has the right to cancellation of an application or deny the reapplication process.
- Affiliate must send in information requested in a timely manner. Affiliates sites, pages, profiles and social must be current and up-to-date. All contact information must be correct on your associate’s site and profile. Affiliate allows iOutdoor.com to send emails or contact them regarding status and updates on affiliates program.
- The initial term of this Agreement shall be one (1) year (the “Initial Term”) from the Effective Date (the “Anniversary Date”). This Agreement will automatically renew on the Anniversary Date for successive periods of one (1) year unless terminated by either Affiliate or iOutdoor.com. Either party may terminate this Agreement at any time upon notice to the other party.
- Affiliate’s customers shall receive the same benefits and same level of service as any other iOutdoor.com customer.
- iOutdoor.com grants to Affiliate a non-exclusive, non-transferable worldwide right and license: (i) to access iOutdoor.com’s website through hypertext markup language (“HTML”) links; and (ii) to use the iOutdoor.com affiliate logos, trade names, trademarks and similar identifying material (collectively, the “Licensed Materials”) that iOutdoor.com provides to Affiliate solely in connection with such HTML links. Affiliate may not alter, modify or change the Licensed Materials in any way and is only entitled to use the Licensed Materials during the Term of this Agreement. This license will terminate immediately upon termination of this Agreement.
- Affiliate grants to iOutdoor.com a non-exclusive, non-transferable worldwide right and license to utilize Affiliate’s name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by iOutdoor.com. iOutdoor.com is under no obligation to advertise, market, promote, or publicize Affiliate. This license will terminate immediately upon termination of this Agreement.
- iOutdoor.com shall make available to Affiliate HTML links which Affiliate shall display on Affiliate’s website and which shall link Affiliate’s website to iOutdoor.com’s website. By utilizing these HTML links, Affiliate’s customers shall be able to purchase the Products from iOutdoor.com’s website.
- iOutdoor.com shall provide Affiliate with a uniform resource locator (“URL”) through which Affiliate will be able to track the Product purchases of Affiliate’s customers.
- iOutdoor.com retains the right to monitor Affiliate’s website to ensure that the HTML links to iOutdoor.com’s website are appropriate. In the event iOutdoor.com, in its sole discretion, determines that the HTML links from Affiliate’s website to iOutdoor.com’s website are inappropriate, then iOutdoor.com may either notify Affiliate of any changes to be made or alternatively may terminate this Agreement upon five (5) calendar days prior written notice to Affiliate. In the event iOutdoor.com notifies Affiliate of changes to be made to the HTML links and such changes are not made within seven (7) calendar days, iOutdoor.com may immediately terminate this Agreement upon written notice to Affiliate.
- Affiliate may not in any manner misrepresent or embellish the relationship between Affiliate and iOutdoor.com, nor may Affiliate express or imply any relationship or affiliation between iOutdoor.com and Affiliate or any other person or entity except as expressly permitted by this Agreement. Affiliate shall comply with all applicable law in performing its services hereunder, including but not limited to truthfully disclosing to website users that Affiliate is compensated by iOutdoor.com for marketing the Products.
- Affiliate’s domain name shall not contain the word “iOutdoor.com” and Affiliate will not purchase any domain name or other right or otherwise contract with a third party to exploit the iOutdoor.com name for the purpose of having Affiliate website appear as a search result or for any other reason. Violation of this provision by Affiliate will result in the immediate termination of this Agreement by iOutdoor.com.
- Upon termination of this Agreement for any reason Affiliate agrees to immediately remove all HTML links from Affiliate’s website to iOutdoor.com’s website.
- Affiliate shall offer the Products at iOutdoor.com’s recommended retail prices. All booking requests from Affiliate’s customers are subject to acceptance by iOutdoor.com in accordance with the Product terms and conditions, as in effect from time to time.
- Affiliate must represent the product truthfully and must not falsify any product they are listing. All information must be correct including pricing and descriptions on affiliates sites and profiles.
- Affiliate must not modify link they are provided or redirect the operation of any button to their site including attaching spam, viruses or any additional pop-ups to the link they are provided.
- Subject to paragraph 15, iOutdoor.com shall pay Affiliate a referral fee between (5%-15%) (the “Fee”) of the iOutdoor.com recommended retail price of each Product purchase availed (net of all cancellations and partial or full refunds) by Affiliate’s customers.
- iOutdoor.com, in its sole discretion, may enter into an incentive agreement with Affiliate with respect to any additional fees to be paid pursuant to this Agreement.
- Fees shall be paid for each calendar month in the month subsequent to the calendar month in which each Product purchase is availed. In the event Fees due are less than fifty United States dollars (US$50.00) the payment will be withheld until such time as the total Fees due are equal to or greater than twenty United States dollars (US$50.00) in a calendar month. If this Agreement is terminated iOutdoor.com shall pay Affiliate any Fees due in accordance with the payment schedule set forth in this paragraph. In the event Fees due following termination are less than twenty United States dollars (US$50.00) then payment will be made for such lesser amount. Valid Electronic Funds Transfer (EFT) account information is required for each Affiliate.
- Terms in which Fees will not apply to the affiliate:
a. Any product or service that has been purchased after the termination of your agreement
b. Any product or service order where a cancellation, return or refund has been issued.
c. Any product or service that has been purchased by the customers who has been referred to iOutdoor.com through advertisement that was purchased through bidding or auctions on keywords, search terms or other identifiers that include the word iOutdoor.com or misspellings of it.
d. Any product or service purchased by a customer who is referred to iOutdoor.com by a link that has been generated or displayed on a search engine including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network.
e. Any product or service purchased by a customer who is referred to iOutdoor.com by a link that sends users indirectly to iOutdoor.com via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on the intermediate site.
- Affiliate must not provide any person incentives including money or percentages for purchasing a product or service. Affiliate also must not make purchases on behalf of someone else.
- If Affiliate customer cancels, disputes or rejects a Product purchased and/or availed, and iOutdoor.com has already paid Affiliate a Fee based on the Product being purchased and/or availed, iOutdoor.com will deduct the amount of the disputed Fee from the next payment to Affiliate. In the event there are no subsequent Fees due to Affiliate, iOutdoor.com will send Affiliate an invoice for the amount of the disputed Fee, and Affiliate agrees to pay the invoiced amount no later than thirty (30) calendar days from the date of invoice.
- iOutdoor.com provides no guarantee, warranty or representation as to the amount of Fees that may be generated by Affiliate pursuant to this Agreement, and EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND IN AND TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO AY IMPLIED WARRANTIES OF QUALITY, WORKMANSHIP, FITNESS, MERCHANTABILITY OR NON-INFRINGEMENT. ALL PRODUCTS ARE SOLD “AS IS”.
- Affiliate will indemnify and hold iOutdoor.com harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance and contents of Affiliate’s website, excluding the HTML links from Affiliate’s website to iOutdoor.com’s website and payments to iOutdoor.com from Affiliate’s customers.
- iOutdoor.com will indemnify and hold Affiliate harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance and contents of iOutdoor.com’s website.
- Subject to paragraph 14, iOutdoor.com, in its sole discretion, may modify any of the terms and conditions contained in this Agreement, at any time, provided the notice provisions in this paragraph are not modified, by notifying each Affiliate at its nominated email address and posting a change notice on iOutdoor.com’s website or posting a new agreement on iOutdoor.com’s website. Should any modification be unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Affiliate’s continued referral of its customers thirty (30) calendar days after iOutdoor.com notifies Affiliate by email, posts a change notice or posts a new agreement will constitute binding acceptance of the new agreement and its terms by Affiliate.
- iOutdoor.com will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement, even if iOutdoor.com has been advised of the possibility of such damages. Further, aggregate liability arising with respect to this Agreement will not exceed the total Fees paid or payable to Affiliate pursuant to this Agreement.
- iOutdoor.com makes no express or implied warranties or representations with respect to the Products offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage). In addition, iOutdoor.com makes no representation that the operation of its website will be uninterrupted or error-free and iOutdoor.com will not be liable for the consequences of any interruptions or errors.
- Affiliate understands that iOutdoor.com reserves the right to solicit customers on terms that may differ from those contained in this Agreement or operate websites that encourage direct consumer business. iOutdoor.com will not sell Affiliate customer lists to any third party.
- Affiliate has independently evaluated the desirability of referring customers to iOutdoor.com’s website and is not relying on any guarantee, warranty or representation other than as set forth in this Agreement.
- Affiliate may not assign this Agreement without the prior written consent of iOutdoor.com. iOutdoor.com may assign this Agreement at its election. Any unauthorized assignment is null and void.
- iOutdoor.com’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this Agreement.
- This agreement is made and entered into in Fort Lauderdale, FL and FL law applies. iOutdoor.com and Affiliate are independent contractors and nothing in this Agreement shall be construed as a partnership or joint venture. This is merely an agreement to refer customers to the Products in consideration for a Fee. Any legal proceedings shall be conducted in Fort Lauderdale, FL. This is the entire agreement between the parties.
- Logo and Trademark Usage:
Affiliate represents and warrants to iOutdoor.com that except for the limited, personal right to use the Licensed Materials as set forth herein, it shall not use or display (directly or indirectly), the Licensed Materials or any trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of iOutdoor.com, in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from iOutdoor.com, which may be denied in iOutdoor.com’s sole discretion.
An example of trademarked terms that iOutdoor.com will not permit affiliates to bid on are (this includes misspellings or substantially similar versions thereof words and phrases below):
- IOUTDOOR.COM TOUR
- IOUTDOORR.COM TOURS
- MEET THE WORLD IN PERSON
- iOutdoor.com Logo
- iOutdoor.com Suppliers
- …your adventure starts today!
Affiliate represents and warrants to iOutdoor.com that, it shall not use or display (directly or indirectly), the trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of iOutdoor.com’s Product suppliers, in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from iOutdoor.com, which may be denied in iOutdoor.com’s and their suppliers’ sole discretion.