This Agreement contains the complete terms and conditions that apply to your participation in our Affiliate Program. As used in this Agreement, “We” or “Us” refers to GlobalTravel.com and “You” refers to the applicant. “Site” means a World Wide Web site and, identified by exact URL (Unified Resource Locator) and/or “IVR” Interactive Voice Response Telephonic System.
By signing up for an Affiliate Account and/or completing a related Insertion Order, You are agreeing to the terms specified in this agreement. Violation of any terms and conditions included in this agreement may result in termination of Your account, and possible forfeiture of affiliate revenue. You must be 18 years of age or older to enter into this Agreement with Us.
1. Enrollment in the Program
To begin the enrollment process, You will submit a complete Affiliate application via Our site, an Insertion Order or complete a written affiliate application. We reserve the right to reject Your application or terminate this agreement any time upon written notification to You.
2. Acceptable Advertising Methods
As an affiliate, You earn revenue by generating leads or sales for Us as using methods previously approved by Us. All promotional material used to promote Our programs, product and/or services must be expressly approved by Us in accordance with this agreement prior to initiating any campaign that is used to generate leads or sales for Us. We do not accept leads or sales that are generated using Misdial or outbound telemarketing campaigns and You understand that You are prohibited from referencing Our programs, products and/or services on any of these such marketing channels.
3. Term of the Agreement
The term of this Agreement will begin upon the earlier of Our acceptance of Your application and /or the Insertion Order and shall continue for the period of one calendar year. This agreement shall automatically renew each year at the conclusion of the initial term, and each renewal term unless terminated by either party at least thirty (30) calendar days prior to that term’s conclusion. Either You or We may terminate this Agreement at any time, with or without cause, by giving the other party at least seven (7) calendar days written notice of termination. Upon the termination of this Agreement for any reason, You will immediately cease use of, and remove from Your site, all links to Our site and any other promotional materials that We provided to You as to an affiliate. You will also remove any previously approved IVR scripting for our Insertion orders you are running on any telephone communication system. You will also cease making telemarketing calls relating to soliciting any previously approved Insertion order. You are only eligible to be paid for leads or sales generated that occur during the term, and leads or sales through the date of termination. We may withhold Your final payment for a reasonable time to ensure that the correct amount is paid. Termination of this agreement shall not relieve either party of any amounts due from one party to the other.
Based upon performance and quality from sub-publishers or call centers operating under You, We may request the termination or temporary pause of those sub-publishers or call centers. Termination or pause must be completed within two (2) business days of notice.
4. Lead Processing
We reserve the right to reject leads that do not comply with any requirements that We may establish periodically. We will track the leads You generated and will make available to You reports summarizing this activity. Fraudlogix is currently verifying leads. Fraudulent leads will be identified and removed in real time by Fraudlogix. The form, content, and frequency of the reports may vary from time to time in Our discretion. GTI products may only be offered in conjunction with one (1) core product and one (1) other upsell product or two (2) other upsell products if GTI’s product is the core offer, for a total of no more than three (3) products, programs or services to be offered on one call. There may be no more than three (3) products, programs or services offered on any call where a GTI product is sold.
5. Non-Qualified Leads
Where applicable, leads with invalid or fraudulent information including but not limited to name, IP address, address, telephone, email, date and time stamp, lead site capture URL or telephone IVR number and path location, duplicate leads, or leads charged-back due to credit/debit card fraud do not qualify for payment.
We shall pay You per the formula(s) set forth in the Insertion Order. You shall only be entitled to compensation for those leads generated as a direct result of Your efforts and shall not be entitled to any compensation in the event a person enrolls as a result of a different referral source or other reason. Compensation due to You shall be paid in accordance with the terms shown in the Insertion Order based on reporting as provided by Us.
7. Responsibility for Your Site / Telemarketing Operation
You will be solely responsible for the development, operation and maintenance of Your site and for all materials that appear on Your site or are mailed or emailed by You or a marketing partner of Yours. We shall have no responsibility for the development, operation and maintenance of Your site and for all materials that appear on Your site or are mailed or emailed by You or a marketing partner of Yours. You hereby represent and warrant to Us that materials posted on Your site or are mailed or emailed by You or a marketing partner of Yours do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on Your site or are mailed or emailed by You or a marketing partner of Yours are not libelous or otherwise illegal. You must have express permission to use copyrighted material owned by another party or other proprietary material. We will not be responsible if You use copyrighted material from another party or other proprietary material in violation of the law. You will also be responsible for the operations and overhead related to any form of approved telemarketing You may do while generating leads for our approved Insertion Orders.
8. Internet Marketing / Telemarketing Guidelines
A. Marketing Materials, Script. Where We have not provided marketing materials to You and/or You have elected to supply Your own marketing materials and/or scripting, we shall be given immediate access to all such materials and/or scripting intended for use in the marketing of leads for approved Insertion Orders and You will not use such marketing materials and/or scripting without our written approval. This includes, but is not limited to, scripts, ads, emails, postcards or other mailers, SMS text messages, opt in mechanisms and Website marketing. You must not promote using fraudulent means. “Fraudulent means” include, but are not limited to:
- i. Adding leads or clicks through fraudulent traffic generation, such as pre-population of forms or via other such mechanisms not approved by Us;
- ii. Using “impression spam,” the frequent or automated searching of a search term used to reduce competitors’ click-thru rates on their advertisements, in conjunction with paid search campaigns;
- iii. Altering the approved marketing materials and/or scripting in any way, unless authorized in writing by Us.
You also agree that You or the sites You use to generate leads for Us (unless otherwise approved by Us in writing) do not do any of the following:
- i. Consist solely of a list of links or advertisements;
- ii. Consist solely of an advertisement from a Program;
- iii. Exclusively offer incentives to users to click on ads, unless the only Program(s) run by You explicitly allow incentives; incentives include, but are not limited to, awarding customers cash, points, prizes, contest entries, and any other thing of value transferred or licensed to a user or a person or entity under the control of a user;
- iv. Include spawning process pop-ups or that causes more than one pop-up window to appear;
- v. Use any Third party website internal communications systems, including but not limited to internal website email (e.g. Myspace.com email), bulletin boards, chat rooms, or comments.
- vi. Use any content or material that may infringe on any personal property rights, intellectual property rights or rights to be free of tortious behavior, including, but not limited to:
- a. Racial, ethnic, political, religious, gender, or lifestyle hate-mongering or otherwise objectionable content;
- b. Investment, money-making opportunities or advice not permitted under law;
- c. Gratuitous violence or profanity;
- d. Material that defames, abuses, or threatens or urges physical harm to others;
- e. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
- f. Software or other media pirating (e.g., Warez, Hotline);
- g. Hacking, spoofing, phishing or Phreaking;
- vii. Is not fully functional at all levels, with no “under construction” sites or sections;
- viii. Use any spoofing, redirecting, or trafficking from or to adult-related websites in an effort to gain traffic;
- ix. Use any spyware or malware or any program that generates new browser windows or tabs based on behavioral profiles, except to the extent such use is expressly approved in writing by Us; or
- x. Email messages that constitute Unsolicited Commercial Email. Unsolicited Commercial Email includes all email so defined by the laws of the United States or any of the several states. Unsolicited Commercial Email also includes email messages with fraudulent or deceptive “from” or “subject” lines (including the alteration of “from” or “subject” lines where the Program terms set forth “from” and “subject” lines to be used), fraudulent or deceptive headers, or fraudulent or deceptive initiating-IP addresses. In the event that We suspect that You may have sent an email that violates any of these laws or Our policies regarding Unsolicited Commercial Email, You agree to cooperate fully with Our investigation, and to send Us all information relevant to the investigation that We request within twenty-four (24) hours of the sending of the request by Us.
- xi, Contact users supplied within an email suppression lists following 48 hours from which it was supplied.
- Use misleading content or descriptions to increase unqualified traffic.
Any commissions credited to You through such activities as described above, or activities We deem similar, at Our sole and absolute discretion, to those described above shall be reversed and subtracted from amounts owed to You.
B. Telephone Do Not Call Requests. You agree to forward all entity specific do not call requests to Us within a reasonable time period, not to exceed five (5) business days.
C. Monitoring / Recording. You agree to allow Us to monitor telemarketing calls made or received pursuant to this agreement. You shall ensure that the proper consent to monitor is obtained to allow Us to conduct such monitoring.
D. Recording Requirements. We may require that you record up to 100% of your telemarketing telephone calls or IVR lead generation calls pertaining to leads or sales generated for Us. In such cases, we will note specific requirements on any applicable Insertion Order. We must be allowed access to all recordings that are requested for the re-verification process. Recordings must be provided in a .wav or MP3 format. Failure to provide such recordings in the specified format within one (1) business day via secure FTP upload will result in that lead being considered unauthorized and reversed from your commission. Leads or sales generated that occur on Friday or Saturday must be provided to GTI by 7:00am the following Monday. We may elect to access a fee to You for failure to provide timely recordings of sales verifications.
E. Sales Re-Verifications. On a daily basis we may re-verify a minimum of five percent (5%) of all applicable call recordings. These recordings may be selected on a random basis.
F. Out of Compliance Leads. Any lead that is held to be invalid as a result of the verification process will be considered out of compliance with Our Guidelines and will be reversed from Your commission. Our Telemarketing Guidelines will be provided to you with any applicable Insertion Order.
G. Marketing Materials, Script. We must approve in advance and in writing all marketing and/or scripting relating to the leads or sales generation of any approved Insertion Order. This includes, but is not limited to, scripts, ads, emails, postcards or other mailers, SMS text messages, opt in mechanisms and Website marketing. Such approval shall not be unreasonably withheld.
H. Compliance With Laws. You shall be solely responsible for marketing the Programs to the Consumers at Your sole cost and expense. You agree that in marketing Our programs and/or services, You will comply with the laws and treaties of the United States, and any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws. Such compliance shall include but not be limited to those regarding deceptive advertising, and the Telephone Consumer Protection Act of 1991, the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994, the Telemarketing Sales Rule established by the Federal Trade Commission and the United States Can-Span Act of 2003 as amended. You will also comply with any state and federal statutes regarding the initiation and / or content of telemarketing sales calls as well as strict adherence and implementation of any Do Not Call (DNC) lists on any state or federal level. You will maintain adequate standards and procedures for the timely acquisition of all applicable state and federal Do Not Call lists and will timely screen all outbound telemarketing lists used in making telemarketing calls against such lists to ensure that no calls are made in violation of state and / or federal telemarketing laws. You may market Our programs and / or services only to Consumers over the age of 18 and residing in the United States or Canada. In the event that We discontinue any Program or Service, We will notify You by posting such information online or by emailing You. Upon 72 hours’ notice, We shall have the right to audit Your records to ensure compliance with applicable laws and regulations. You shall immediately notify Us if You are contacted, by any means, by any consumer, attorney or other individual or regulatory agency about any action taken pursuant to this contract or involving any of Our related product and / or service you may be selling. In addition to Do Not Call list management, We will review calls to ensure proper compliance with state-specific requirements that include but are not limited to No Rebuttal, Permission to Continue and Consent to Record statutes if applicable.
I. Applicable Corrective Action: You will, within five (5) business days at Our written request, fully indemnify and reimburse Us for any penalty or fine paid by Us as a result of any marketing campaign initiated by You or a third party agent or contractor of Yours where it is proven by Us or any regulatory agency that You misrepresented, fraudulently or indirectly anything related to a previously approved lead generation campaign Insertion Order. Further, upon Our execution of any settlement arising from any such campaign by You or a third party agent or contractor of Yours, You shall pay, either to Us or to the opposing party, the full amount of any monetary component of any such settlement in which it is proven that You misrepresented, fraudulently or indirectly anything related to a previously approved lead generation campaign Insertion Order. We may immediately terminate this agreement upon notice to You in the event that We reasonably believe, based on reliable evidence, that You have repeatedly or willfully violated any applicable law.
10. Violations of this Agreement
We will conduct routine audits of Your business practices in the offering of Our programs, products and /or services. Should we find repeated violations of this agreement, We reserve the right in our sole discretion to suspend or revoke Your ability to offer our programs, product or services. This suspension or revocation may or may not include fees for said violation, but will not do so unreasonably. Violations may include the failure to follow Quality Assurance guidelines, despite Our repeated notices to You and or requests to You to correct a matter of quality assurance or a violation of marketing requirements specified in this agreement. Fees for violations may include a per sale penalty or a larger penalty based on severity of the violation. For example, marketing violations will incur penalties as follows: First violation = $500, Second violation = $2,500, Third and Final violation = $5,000, at which time the agreement will be immediately terminated between Us.
In the event of any dispute arising out of or relating to this agreement, the prevailing party shall be awarded its attorneys’ fees and costs incurred on all trial and appellate levels. If in the event any amount is owed by You to Us, You agree that We shall have the right to assess late fees, interest, and collection fees up to the maximum allowed under current law. Additionally, We reserve the right to access penalties to You for any violation of this agreement. Fees may be accessed as follows: First violation $500, Second Violation $2,500, Third and Final violation $5,000. These fees for such violations may be deducted from any monies owed You by Us.
Each Party shall be liable for obtaining and maintaining all federal, state and local consents, approvals, and licenses required to be obtained and / or maintained by that Party in connection with its obligations hereunder.
13. Your Organization
You duly authorize, qualify or license and are in good standing in all jurisdictions necessary to carry out Your obligations under this Agreement. Additionally, You hereby warrant that You have the right to enter into this Agreement and that no action contemplated herein shall infringe upon or violate any third party’s trademark, copyright, or any other right.
14. Representations and Warranties
You hereby represent and warrant to Us that this Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid and binding obligation, enforceable against You in accordance with its terms; and that the execution, delivery and performance by You of this Agreement are within Your legal capacity and power; have been duly authorized by all requisite action on Your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which You are subject or which is binding upon You, or (ii) the terms of any other agreement, document or instrument applicable to You or binding upon You.
15. Confidentiality / Ownership of Customer Information
We may modify any of the terms and conditions contained in this Agreement, at any time and in Our sole discretion, by posting a change notice or a new agreement on Our site. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
17. Relationship of Parties
You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.
18. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if We have been advised of the possibility of such damages. Further, Our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to You under this Agreement. NOTWITHSTANDING ANYTHING CONTAINED WITHIN THIS AGREEMENT, IN NO EVENT Shall WE, OUR RESPECTIVE AFFILIATES, MEMBERS, MEMBERS’ REPRESENTATIVES, MEMBERS’ AFFILIATES, OR THEIR RESPECTIVE PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR VENDORS BE LIABLE TO YOU FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST DATA, DELAYS, LOST PROFITS, LOSS OF REVENUE OR ANY OTHER ECONOMIC LOSS, COST OR EXPENSE ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE, OUR RESPECTIVE AFFILIATES, MEMBERS, MEMBERS’ REPRESENTATIVES, MEMBERS’ AFFILIATES, OR THEIR RESPECTIVE PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR VENDORS BE LIABLE FOR ANY TYPE OF LOSS TO YOU CAUSED BY AN EVENT BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, GOVERNMENT RESTRICTIONS, NATURAL DISASTERS, TERRORIST ACTS, WARS, RIOTS, STRIKES, AND OTHER ACTS OF GOD. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE EXCEED THE LESSER OF THE REVENUES RECEIVED/PAID DIRECTLY FROM THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES OR TWENTY THOUSAND DOLLARS ($20,000). IN NO EVENT SHALL YOU BRING ANY ACTION AGAINST US MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ARISES.
19. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT LEADS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. IN ADDITION WE MAY BUT ARE LOT LIMITED TO PARTNERING WITH OTHER AFFILIATES OR OPERATE OUR OWN WESBSITES, IVR SYSTEMS AND TELEMARKETING OPERATIONS, THAT ARE SIMILAR TO OR COMPETE WITH YOUR’S. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation 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.
21. Jurisdiction and Venue
The parties hereto consent, stipulate and agree that the exclusive jurisdiction and venue for the resolution of any dispute arising out of or relating to this Agreement shall be in Orange County, Florida and the parties hereby consent to the jurisdiction of the Florida courts in the event of such dispute.
22. Governing Law
This Agreement shall be governed by and construed according to the laws of the State of Florida.
23. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Each Party (the “Indemnifying Party”) hereby agrees to indemnify and hold the other party, its officers, directors, employees, shareholders, agents, subsidiaries, successors, and permitted assigns (each an (Indemnified Person”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses, including without limitation to interest, penalties and reasonable attorneys’ fees and expenses (collectively “Losses”), asserted against, imposed upon or incurred by any Indemnified Person, resulting from any breach of the Indemnifying Party’s representations and warranties, any breach, non-fulfillment or default in the performance of covenants and agreements of the Indemnifying Party contained in this Agreement, or any document delivered pursuant to provision of this Agreement.
25. Entire Agreement and Amendment
This Agreement, including your application, and /or related Insertion Orders, constitutes the entire understanding among the parties with respect to this Agreement and supersedes all other prior written and oral proposals, understandings, agreements and representations, all of which are merged herein.