Agreement with Viator Inc.

This constitutes the terms of our Agreement whereby, you ("Affiliate") will market travel products ("Products") supplied by Viator through the Internet in return for a Fee (as defined below).

1. Affiliate will market the Products to its customers by establishing links from Affiliate's website to Viator's website and is authorized by Viator to promote the Products, subject to the terms and conditions of this Agreement.
2. Affiliate's customers shall receive the same benefits and same level of service as any other Viator customer.
3. The initial term of this Agreement shall be one (1) year (the "Initial Term") from the date this Agreement is accepted by Viator (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 Viator with thirty (30) calendar days prior written notice (each, a "Renewal Term"), (the Initial Term and each Renewal Term, collectively, the "Term").
4. Viator grants to Affiliate a non-exclusive, non-transferable worldwide right and license: (i) to access Viator's website through hypertext markup language ("HTML") links; and (ii) to use the Viator logos, trade names, trade marks and similar identifying material (collectively, the "Licensed Materials") that Viator 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. Viator may revoke the license at any time by giving Affiliate thirty (30) calendar days prior written notice.
5. Affiliate grants to Viator 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 Viator. Viator is under no obligation to advertise, market, promote, or publicize Affiliate. This license will terminate immediately upon termination of this Agreement.
6. Viator shall make available to Affiliate HTML links which Affiliate shall display on Affiliate's website and which shall link Affiliate's website to Viator's website. By utilizing these HTML links, Affiliate's customers shall be able to purchase the Products from Viator's website.
7. Viator shall provide Affiliate with a uniform resource locator ("URL") through which Affiliate will be able to track the Product purchases of Affiliate's customers.
8. If no transactions are completed within a 180 day period, the Affiliate account will be considered inactive and closed unless Viator receives notice from the Affiliate within thirty (30) calendar days.
9. Viator retains the right to monitor Affiliate's website to ensure that the HTML links to Viator's website are appropriate. In the event Viator, in its sole discretion, determines that the HTML links from Affiliate's website to Viator's website are inappropriate, then Viator may either notify Affiliate of any changes to be made or alternatively may terminate this Agreement upon thirty (30) calendar days prior written notice to Affiliate. In the event Viator notifies Affiliate of changes to be made to the HTML links and such changes are not made within seven (7) calendar days, Viator may immediately terminate this Agreement upon written notice to Affiliate.
10. Affiliate may not in any manner misrepresent or embellish the relationship between Affiliate and Viator, nor may Affiliate express or imply any relationship or affiliation between Viator and Affiliate or any other person or entity except as expressly permitted by this Agreement.
11. Affiliate's domain name shall not contain the word "Viator" and Affiliate will not purchase any domain name or other right or otherwise contract with a third party to exploit the Viator 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 Viator.
12. Upon termination of this Agreement for any reason Affiliate agrees to immediately remove all HTML links from Affiliate's website to Viator's website.
13. Affiliate shall offer the Products at Viator's recommended retail prices. All booking requests from Affiliate's customers are subject to acceptance by Viator in accordance with the Product terms and conditions, as in effect from time to time.
14. Subject to paragraph 15, Viator shall pay Affiliate a referral fee of five percent (5%) (the "Fee") of the Viator recommended retail price of each Product purchase availed (net of all cancellations and partial or full refunds) by Affiliate's customers.
15. Viator, 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.
16. 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 one hundred United States dollars (US$100.00) then payment will be withheld until such time as the total Fees due are equal to or greater than one hundred United States dollars (US$100.00) in a calendar month. If this Agreement is terminated Viator 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 one hundred United States dollars (US$100.00) then payment will be made for such lesser amount. Valid Electronic Funds Transfer (EFT) account information is required for each Affiliate.
17. If Affiliate customer cancels, disputes or rejects a Product purchased and/or availed, and Viator has already paid Affiliate a Fee based on the Product being purchased and/or availed, Viator 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, Viator 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.
18. Viator provides no guarantee, warranty or representation as to the amount of Fees that may be generated by Affiliate pursuant to this Agreement.
19. Affiliate will indemnify and hold Viator 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 Viator's website and payments to Viator from Affiliate's customers.
20. Viator 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 Viator's website.
21. Subject to paragraph 15, Viator, 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 Viator's website or posting a new agreement on Viator'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 Viator 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.
22. Viator 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 Viator 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.
23. Viator 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, Viator makes no representation that the operation of its website will be uninterrupted or error-free and Viator will not be liable for the consequences of any interruptions or errors.
24. Affiliate understands that Viator 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. Viator will not sell Affiliate customer lists to any third party.
25. Affiliate has independently evaluated the desirability of referring customers to Viator's website and is not relying on any guarantee, warranty or representation other than as set forth in this Agreement.
26. Affiliate may not assign this Agreement without the prior written consent of Viator. Viator may assign this Agreement at its election.
27. Viator'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.
28. This agreement is made and entered into in San Francisco County, California and Californian law applies. Viator 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 San Francisco County, California. This is the entire agreement between the parties.
29. Logo and Trademark Usage:

    Viator

    Affiliate represents and warrants to Viator 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 Viator, 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 Viator, which may be denied in Viator's sole discretion.

    An example of trademarked terms that Viator will not permit affiliates to bid on are (this includes misspellings or substantially similar versions thereof words and phrases below):

    • VIATOR
    • VIATOR.COM
    • VIATOR COM
    • SHOP VIATOR
    • SHOP.VIATOR.COM
    • VIATOR TOUR
    • VIATOR TOURS
    • WWW SHOP VIATOR COM
    • WWW VIATOR COM
    • VIATOUR.CO.UK
    • VIATOUR
    • VIATOR.CO.AU
    • Viator Suppliers

    Affiliate represents and warrants to Viator 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 Viator'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 Viator, which may be denied in Viator's and their suppliers' sole discretion.

    An example of trademarked terms that suppliers have asked Viator affiliates not to bid on (this includes misspellings or substantially similar versions thereof words and phrases below):

    • UNIVERSAL STUDIOS HOLLYWOOD, ORLANDO, ETC...
    • ON LOCATION TOURS
    • SEX AND THE CITY HOTSPOTS TOURS
    • SOPRANO SITES TOURS
    • CENTRAL PARK MOVIE SITES TOURS
    • MANHATTAN TV AND MOVIE SITES TOURS
    • SMART DESTINATION SIGHTSEEING PASSES
    • GO BOSTON CARD
    • GO CHICAGO CARD
    • GO HAWAII CARD
    • GO LOS ANGELES CARD
    • GO MIAMI CARD
    • GO ORLANDO CARD
    • GO SAN DIEGO CARD
    • GO SAN FRANCISCO CARD
    • GO SEATTLE CARD
30. Affiliate acknowledges that Affiliate has read this Agreement and agrees to its terms and conditions.