Affiliate agreement

AFFILIATE AGREEMENT

This Agreement is effective as of the below date, by and between the following parties:

1.StayPlanet Limited, with a registered head office at 41 Lower Dominick Street, Dublin 1,Ireland, hereinafter referred to as "StayPlanet", and

2. You" or "the Affiliate"

WHEREAS

A. StayPlanet has developed and operates a service which allows You to earn revenue byplacing a link to one or multiple StayPlanet-connected websites on Your own website

B. You must accept the conditions of this Agreement and be authorised as an"Affiliate", in order to use the service. Please read this Agreement carefully. By clicking "Register", You accept and agree to uphold allconditions of this Agreement. You will be prohibited from using the service if You do not accept the provisions of this Agreement.

C. Both StayPlanet and the company for whose Affiliate Programme You wish to registermust accept You before You can become an Affiliate. StayPlanet will inform You when Your Affiliate application has been accepted, via its website (www.stayplanet.com).

You hereto accept the following binding terms of the Agreement.

Definitions

The following terms, when used in this Agreement, shall have the followingmeanings:
1. "Linked Website" indicates a Website connected to a StayPlanet registeredAffiliate Programme, to which the Affiliate has placed a link on his own website.

2. "Visitor" is any person who connects to a Linked Website through a link placed on theAffiliate's website.

3. "Click" denotes a Visitor click on an Affiliate's website link which takes the Visitorto the Linked Website.

4. A "Lead" is a Visitor who accesses a Linked Website via the Affiliate,and subsequently undertakes a definitive action, such as registering as a user, on that Linked Website.

5. A "Transaction/Sale" takes place when a Visitor who has reached aLinked Website via the Affiliate agrees to purchase products, services, or other things sold through the Linked Website.

6. "Traffic" is a collective term encompassing valid Clicks, Leads, and Transactions/Sales.

7. "Artificial Traffic" is a collective term for invalid Clicks, Leads, and Transactions.Artificial Traffic can originate from any of the following, as well as other sources: automatic page openings, robots, spiders, script generators, email andchat room requests, links placed on websites other than the sites registered with StayPlanet, Clicks not generated by a browser, Clicks not preceded by theaction of a Visitor looking to reach a certain website

8. "Affiliate Programme" is a programme StayPlanet owns and operates for a separatecompany on StayPlanet’s website, which the Affiliate may join.

9. Words which denote the masculine gender include the feminine and other genders, andwords which indicate the singular shall also include the plural, and vice versa.


The Service

1.The Affiliate may place links on his website to websites whose Affiliate Programme theAffiliate has registered for through StayPlanet.

2.The Affiliate may also place links to websites which have an Affiliate Programmeregistered at StayPlanet in emails.

3. An Affiliate Programme can be amended or terminated at any time. The Affiliate isresponsible for remaining informed of any amendments to Affiliate Programmes, particularly if a registered website has terminated its Affiliate Programme or changedthe conditions for Affiliate remuneration. The Affiliate must comply with all Affiliate Programme requirements, especially those regarding the nature andcontent of the Affiliate's website, and the use of third party, or other Affiliates’ trade marks and logos. Information and updates about all Affiliate Programmeswill be available on StayPlanet's website, www.stayplanet.com.

4. StayPlanet reserves the right to modify, amend, change, update, or terminate the StayPlanetservice at any time. The Affiliate will be notified of all changes via a direct email or an announcement on StayPlanet's website. If the Affiliate does notaccept the changes, he must immediately stop using StayPlanet’s service and delete all links to Linked Websites from his own website, and wherever elsethey appear.


Affiliate Obligations

1. The Affiliate bears sole responsibility for his website and its contents, and must makesure both comply with all relevant laws and regulations, at all times.

2. If the Affiliate is an individual, he must be at least 18 years of age. AnAffiliate under the age of 18 must have parental consent in order to register for StayPlanet's service. Without parental consent, any registration by anAffiliate under the age of 18 will be invalid.

3. The Affiliate guarantees that all information he provides to StayPlanet is correct,complete, and corresponds to verifiable facts. If any of the Affiliate’s information changes or is no longer accurate, the Affiliate must immediately updateor correct it on StayPlanet’s website.

4. The Affiliate guarantees that he owns the rights to all information, products,copy, or intellectual property found on the Affiliate's website, or that the owner of these rights has explicitly given verifiable permission for theirpublication therein. The Affiliate also warrants that nothing found on the Affiliate's website infringes upon the rights of third parties — includingintellectual property rights — and that his website’s content is not offensive, illegal, or otherwise prohibited.  

5. The Affiliate may neither generate, nor be party to generating, Artificial Trafficto Linked Websites.

6. The Affiliate must immediately notify StayPlanet if he suspects or confirms anyimproper use(s) of his links to StayPlanet's website, StayPlanet’s service, and/or an Affiliate Programme.

StayPlanet Obligations

1.StayPlanet will monitor and register all Traffic the Affiliate's website sends to LinkedWebsites, in accordance with the service StayPlanet provides.  

2. StayPlanet will collect and pay the Affiliate all amounts due to him per the terms of thisAgreement.

Remuneration

1.The conditions of remuneration for each Affiliate Programme will be published on StayPlanet'swebsite, and are applicable at all times. The Affiliate agrees to "self-billing", whereby StayPlanet will create invoices on behalf ofthe Affiliate.

2. Subject to clause 5.3, accumulated remuneration will be paid to the Affiliate monthlyin arrears, so long as the Affiliate has generated valid Traffic and StayPlanet has received payment from the company or companies with whose Affiliate Programmethe Affiliate is registered.

3. Payment will only be made if the Affiliate is due an amount of €50 or more, and ifStayPlanet has received full payment for the Transactions in question, as of two (2) months prior to the payment date. Amounts under €50 will accumulate and bepaid out on the first payment date on which the minimum €50 is due the Affiliate as of two (2) months prior. All payments are calculated based on the totalTraffic generated up to two (2) months in advance of any payment date. Accumulated remunerations do not accrue interest.

4. This Agreement does not create, nor can anything within this Agreement be deemed tocreate, a partnership or employer-employee relationship between StayPlanet and the Affiliate.

5. Affiliate payments will be made directly to the Affiliate's bank account. To facilitatethis, the Affiliate must enter his bank account details (including bank name and branch, branch sort code, and the Affiliate's account number) onStayPlanet's website.

6. The Affiliate is responsible for all taxes and national insurance payable on anypayments StayPlanet makes to him.


Limits on StayPlanet's Liability

1.StayPlanet cannot guarantee or warrant the performance of its service, or the links to anyLinked Websites.

2.StayPlanet is not liable for costs or damages incurred by the Affiliate due to thisAgreement, unless those costs or damages are the direct result of negligence by StayPlanet in providing its service. StayPlanet shall not, under anycircumstance, be liable for any indirect or consequential damages or costs incurred by the Affiliate, for any reason whatsoever.

3.StayPlanet will not be liable for service defects or interruptions, data infringements or dataloss on the information handling system, security system defects, viruses or other harmful software components in StayPlanet's service, or for any damagecaused to the service, or the Affiliate’s software and/or website, by viruses or other components. StayPlanet shall not be liable for any error in theimplementation of the links on the Affiliate's website or for the functioning of the links.

4. StayPlanet shall not be liable if companies with registered Affiliate Programmes on StayPlanetdo not fulfill their obligations per their Affiliate Programmes, and StayPlanet shall not be liable in any way for any agreements made directly between theAffiliate and such companies.

Term and Termination

1.This Agreement becomes effective once StayPlanet accepts You as an Affiliate, andwill remain in effect until or unless it is terminated by either the Affiliate or StayPlanet.

2.You can terminate this Agreement at any time. Termination will go into effectimmediately. Once this Agreement is terminated, the Affiliate (You) must immediately stop using the StayPlanet service, and remove any and all Linked Website linksYou have posted.

3.StayPlanet reserves the right to terminate this Agreement, and to suspend an Affiliateeither from its entire service, or a particular company’s Affiliate Programme if:

1) StayPlanet finds the Affiliate or the Affiliate’s website content offensive or problematicin any way.

2) A company to whose Affiliate Programme the Affiliate is registered requests that the Affiliate be removed from its programme.

3) The Affiliate takes any fraudulent or illegal actions, attempts to or succeeds ingenerating Artificial Traffic to Linked Websites, or in otherwise violates the requirements of this Agreement.

4) The Affiliate generates no Traffic for a three (3) month period of time.

5) The Affiliate goes against laws or regulations, as detailed in section 3.1.

6) If suspended from a particular company's Affiliate Programme, the Affiliate mustimmediately remove all links to that particular company's website.

7) Should this Agreement be terminated, StayPlanet will inform the Affiliate through itswebsite, and the Affiliate must immediately end use of the service and delete all links to Linked Websites.

8) This Agreement expires immediately upon termination. The Affiliate will receive nofurther remuneration for any programme or programmes in which he participated.

Indemnity

The Affiliate indemnifies StayPlanet against any claims for damages or compensationarising from the contents of the Affiliate's website, or any incorrect information the Affiliate provides StayPlanet. The Affiliate shall compensate StayPlanetfor any damages or costs resulting from the Affiliate's improper, negligent, or unauthorised use of StayPlanet's service, and any technical problems or dataloss the Affiliate causes on StayPlanet's website, or on any website to which the Affiliate is linked by StayPlanet.

Assignment of the Agreement

The Affiliate may not assign or pledge his rights or obligations under thisAgreement — either partially or in full — to any third party, without express prior written consent from StayPlanet. The Affiliate agrees that StayPlanet mayassign its rights and obligations under this Agreement and divulge or transfer information about the Affiliate's website, email, etc. to any third party.

Consent

The Affiliate consents to the following: having his name and website address publishedon StayPlanet’s website, receiving newsletters and other communications from StayPlanet at the Affiliate’s email address, and the use of his information byStayPlanet for marketing purposes.

Severability

If any requirement of this Agreement, in full or in part, is or becomes invalidor unenforceable, You and StayPlanet shall agree upon any necessary Agreement amendments, in order to achieve the best interests and objectives of all involved parties.

Intellectual Property Rights

StayPlanet owns all copyrights, trade marks, intellectual property rights,know-how, and any other necessary rights connected to the service or software. The Affiliate will acquire no rights or licences whatsoever under this Agreement, exceptthe right to use links to Linked Websites per the terms of this Agreement.

Applicable Law

1.StayPlanet is not liable or responsible for the legality of its service in any country exceptthe Republic of Ireland. If the Affiliate registers for the service from a country that is not the Republic of Ireland, or if the server on which theAffiliate's website is hosted is in another country, it is Affiliate’s full and sole responsibility to ensure his usage of StayPlanet’s service andparticipation in Affiliate Programmes is lawful according to local regulations.

2.This Agreement is governed by, and construed according to, the laws of the Republicof Ireland.