Affiliate Agreement
(Affiliate Program Terms and Conditions)
This agreement (the “Agreement) is made between SkipperCity, Blackbird
One Ltd, 5 Secretary’s Lane, Gibraltar GX11 1AA, (the “Company”), and
affiliate (the “Affiliate”), and collectively, (the “Parties”) for
participation in The Company’s affiliate program.
Affiliate wishes to include certain materials promoting Company, and
to include a link to Company’s website within those materials on
Affiliate’s website and/or elsewhere on Internet;
NOW THEREFORE, in consideration of the mutual promises, covenants,
warranties, and other good and valuable consideration set forth herein,
the Parties agree as follows:
- Promotional Materials. Company shall make available to
Affiliate certain banner advertisements, button links, text links,
and/or other graphic or textual material for display and use on the
Affiliate website (the “Promotional Materials”) and/or elsewhere on
Internet. Affiliate shall display the Promotional Materials on
Affiliate’s website and/or elsewhere on Internet prominently and as
Affiliate sees fit, provided that the manner of display shall be subject
to the terms and conditions of this Agreement. Affiliate shall also
include a link from the Promotional Materials to Company’s website, as
specified by Company. - Use of Promotional Materials. The Affiliate’s use and display
of the Promotional Materials on the Affiliate’s site and/or elsewhere
on Internet shall conform to the following terms, conditions and
specifications:- a. Affiliate may not use any graphic, textual or other materials
from Company’s website (https://yachtco.net), products or services other
than the Promotional Materials, unless Company agrees to in writing
prior to their display. - b. Affiliate may only use the Promotional Materials for the purpose
of promoting Company’s website (and the products and services available
thereon), and for linking to Company’s website. - c. Affiliate will not alter, add to, subtract from, or otherwise
modify the Promotional Materials as they are prepared by Company. If
Affiliate wishes to alter or otherwise modify the Promotional Materials,
Affiliate must obtain prior written consent from Company for such
alteration of modification. - d. The Promotional Materials will be used to link to Company’s website, to the specific pages and address within the website.
- e. Affiliate can create their own promotional (graphic, textual or other) materials as they see fit.
- a. Affiliate may not use any graphic, textual or other materials
- License. Company hereby grants to Affiliate a nonexclusive,
nontransferable license (the “License”) to use the Promotional Materials
as specified under the terms and conditions of this Agreement. The term
of the License shall expire upon the expiration or termination of this
Agreement. - Intellectual Property. Company retains all right, ownership,
and interest in the Promotional Materials, and in any copyright,
trademark, or other intellectual property in the Promotional Materials.
Nothing in this Agreement shall be construed to grant Affiliate any
rights, ownership or interest in the Promotional Materials, or in the
underlying intellectual property, other than the rights to use the
Promotional Materials granted under the License, as set forth in Section
3. - Relationship of Parties. This Agreement shall not be
construed to create any employment relationship, agency relationship, or
partnership between Company and Affiliate. Affiliate shall provide
services for Company as an independent contractor. Affiliate shall have
no authority to bind Company into any agreement, nor shall Affiliate be
considered to be an agent of Company in any respect. - Commissions:
- a. In exchange for Affiliate’s display of the Promotional Materials,
and for Affiliate’s compliance with and performance of the terms and
conditions of this Agreement, Company shall pay to Affiliate a
commission (the “Commission”) in the amount of a percentage of price for
accommodation on boat booked by a visitor that accesses Company’s
website through a link on Affiliate’s website or through Affiliate’s
link elsewhere on Internet . The current percentage posted is 20%. This
percentage is subject to change by the Company at any time. - b. Company shall keep accurate and up-to-date records of the data
used until the termination of this agreement to determine the total
amount of Commissions owed to Affiliate. Affiliate shall be given
reasonable access to these records upon request. Any discrepancy between
the amount of Commissions owed according to these records, and the
actual amount of Commissions paid to Affiliate in any period or periods
shall be rectified by Company within 14 days of discovering such
discrepancy. - c. Commissions are held for a period of 30 days from date of boat
rental end to protect Company in the event of any chargeback that may
occur. Company shall pay all Commissions accrued and payable to
Affiliate within 30 days of boat rental end (the “Commission Payment
Date”). - d. In the event that Affiliate materially breaches this Agreement
and Company terminates this Agreement within 30 days of such breach,
then any accrued and payable Commissions owing to Affiliate shall be
forfeited, and Company shall not be obligated to pay such Commissions to
Affiliate.
- a. In exchange for Affiliate’s display of the Promotional Materials,
- Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:
- a. Affiliate has the legal authority to enter into this Agreement
and to be bound to the promises, covenants, and other duties set forth
in this Agreement. - b. Affiliate’s website and/or Affiliate’s link page do not contain any materials that are:
- i. Sexually explicit, obscene, or pornographic;
- ii. Offensive, profane, hateful, threatening, harmful, defamatory,
libelous, harassing, or discriminatory (whether based on race,
ethnicity, creed, religion, gender, sexual orientation, physical
disability, or otherwise); - iii. Graphically violent, including any violent video game images; or
- iv. Solicitous of any unlawful behavior
- c. Affiliate has obtained any necessary clearances, licenses, or
other permission for any intellectual property used on Affiliate’s
website. Nothing on Affiliate’s website infringes upon the intellectual
property rights of any person or entity. No person or entity has brought
or threatened an action claiming such infringement, nor does Affiliate
have any reason to believe that any person or entity will bring or
threaten such a claim in the future. - d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
- e. Affiliate will not make any claim to ownership of the Promotional
Materials, or of the copyright, trademark, or other intellectual
property therein. - f. Affiliate will not publish or otherwise distribute any
advertising materials for Affiliate’s website that reference Company or
Company’s website unless Company gives prior written consent to the
distribution of such materials. Affiliate will not use Company’s name
(or any name that is confusingly similar to Company’s name) for any
purpose on its website, in its promotional materials, or in any other
context except to promote Company’s website as specified in this
Agreement. Affiliate will not register any domain name that incorporates
Company’s name, or that is confusingly similar to Company’s name. - g. Affiliate will not engage in the distribution of any unsolicited
bulk emails (spam) in any way mentioning or referencing Company or
Company’s website. - h. Affiliate’s website and/or Affiliate’s link page must be thematically related to content of Company’s web site.
- a. Affiliate has the legal authority to enter into this Agreement
- Indemnification. Affiliate shall indemnify Company and hold
harmless Company from any claim, damage, lawsuit, action, complaint, or
other costs arising out of any breach of Affiliate’s warranties set
forth in Section 7 above. Affiliate shall also indemnify and hold
harmless Company for any damage, loss or other cost arising out of the
use or misuse by Affiliate of the Promotional Materials. - Confidentiality. Any information that Affiliate is exposed to
by virtue of its relationship with Company under this Agreement, which
information is not available to the general public, shall be considered
to be “Confidential Company Information.” Affiliate may not disclose any
Confidential Company Information to any person or entity, except where
compelled by law, unless Affiliate obtains prior written consent for
such disclosure from Company. - Term.
- a. This Agreement shall take effect immediately, and shall remain in full force until terminated pursuant to this Section 10.
- b. Either Party shall have the right to terminate this Agreement at
any time and for any cause. The terminating Party must give written
notice to the other Party at least 30 days prior to the intended date of
termination.
- Taxes. Company shall not be responsible for any taxes owed by
Affiliate arising out of Affiliate’s relationship with Company as set
forth in this Agreement. Company shall not withhold any taxes from the
Commissions paid to Affiliate. - Limitation of Liability. Company shall not be liable for any
loss of profits or costs, or for any direct, indirect, special,
incidental or consequential damages, including costs associated with the
procurement of substitute goods or services (whether Company was or
should have been aware or advised of the possibility of such damage),
arising out of or associated with any loss, suspension or interruption
of service, termination of this Agreement, use or misuse of the
Promotional Materials, or other performance of services under this
Agreement. - Counterparts. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of
which, when taken together, shall constitute one agreement. - Severability. If any part or parts of this Agreement shall be
held unenforceable for any reason, the remainder of this Agreement
shall continue in full force and effect. If any provision of this
Agreement is deemed invalid or unenforceable by any court of competent
jurisdiction, and if limiting such provision would make the provision
valid, then such provision shall be deemed to be construed as so
limited. - Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
- Entire Agreement. This Agreement constitutes the entire
agreement between Company and Affiliate, and supersedes any prior
understanding or representation of any kind preceding the date of this
Agreement. There are no other promises, conditions, understandings or
other agreements, whether oral or written, relating to the subject
matter of this Agreement