Agency Terms of Service
MARKETING AND AGENCY AGREEMENT
This MARKETING AND AGENCY AGREEMENT, entered into as of the date below, is by and between ADVENTUREBOT, LLC (“AdventureBot”) and the Software User (“Contractor”).
WHEREAS, AdventureBot is in the business of providing web-based travel services, and Contractor is in the business of marketing and booking travel products;
WHEREAS, AdventureBot desires to hire Contractor to market and book sales of AdventureBot’s travel products (“Products”) for a commission as set forth below.
The parties agree:
- Services. Contractor will market the Products to its customers by establishing links from Contractor's website to AdventureBot's website. Contractor is authorized by AdventureBot to promote the Products, subject to the terms and conditions of this Agreement.
- License to Contractor. AdventureBot grants to Contractor a non-exclusive, non-transferable license to: (i) access AdventureBot's website through HTML links: and (ii) use the AdventureBot logos, trade names, trade marks and similar identifying material (collectively, the "Licensed Materials") that AdventureBot provides to Contractor solely in connection with such HTML links. Contractor may not alter, modify or change the Licensed Materials in any way and is only entitled to use the Licensed Materials during the Term. This license will terminate immediately upon termination of this Agreement. AdventureBot may revoke the license at any time by giving Contractor written notice.
- Use of Licensed Materials. Contractor represents and warrants to AdventureBot that, except for the limited right to use the Licensed Materials, Contractor will 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 AdventureBot, 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 AdventureBot, which may be denied in AdventureBot's sole discretion. Contractor will not otherwise contract with a third party to benefit from the AdventureBot name or brand. Contractor further represents and warrants to AdventureBot 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 AdventureBot's Product suppliers (“Outfitters”), in any manner whatsoever without first obtaining prior written approval from AdventureBot, which may be denied in AdventureBot's sole discretion. Contractor shall not misrepresent any affiliation with an Outfitter.
- License to AdventureBot. Contractor grants to AdventureBot a non-exclusive, non-transferable license to utilize Contractor's name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by AdventureBot. AdventureBot is under no obligation to advertise, market, promote, or publicize Contractor. This license will terminate immediately upon termination of this Agreement.
- Fees. AdventureBot shall split commissions and pay Contractor a fee of fifty percent (50%) (the “Fee”) of the negotiated net commission earned on of each Product purchase completed by Contractor’s customers (less discounts, promotions, cancellations, and refunds). Contractor shall market and offer the Products at AdventureBot's recommended retail prices. All booking requests from Contractor's customers are subject to acceptance by AdventureBot in accordance with the Product terms and conditions, as in effect from time to time. Fees shall be paid on the first (1st) of the month for fees earned in the previous month. Fees earned within the last 5 days may be applied to the following months payment. Fees are not accrued until the booked service is rendered to the customer. Payment shall be made by Electronic Funds Transfer (EFT). If a Contractor customer cancels, disputes or rejects a Product for which a Fee has already been paid to Contractor, AdventureBot will either: (i) charge Contractor’s credit card on file the amount of the disputed Fee; or (ii) deduct the amount of the disputed Fee from the next payment or payments to Contractor. In no event will AdventureBot be liable to Contractor for vendor failure. In the event there are no subsequent Fees due to Contractor. AdventureBot will charge Contractor’s credit card on file or send Contractor an invoice for the amount of the disputed Fee (in which case Contractor agrees to pay the invoiced amount no later than thirty (30) calendar days from the date of invoice).
- Term; Termination. The initial term of this Agreement shall be one (1) year (the "Initial Term") from the date this Agreement is accepted by AdventureBot. This Agreement will automatically renew for successive periods of one (1) year unless terminated by either Contractor or AdventureBot with thirty (30) calendar days prior written notice (each, a "Renewal Term"), (the Initial Term and each Renewal Term, collectively, the "Term"). Upon termination of this Agreement for any reason, Contractor agrees to immediately remove all HTML links from Contractor's website to AdventureBot's website.
- Links and Tracking. AdventureBot shall make available to Contractor HTML links which Contractor shall display on Contractor's website and which shall link Contractor's website to AdventureBot's website. By utilizing these HTML links, Contractor's customers shall be able to purchase the Products from AdventureBot's website. AdventureBot shall provide Contractor with a uniform resource locator ("URL") through which Contractor will be able to track the Product purchases of Contractor's customers. Links may also be used in email and print communications.
- Inactivity. If no transactions are completed within a 180 day period, the Contractor account will be considered inactive and closed unless AdventureBot receives notice from the Contractor within thirty (30) calendar days. Upon account closing, Contractor’s credit card on file shall be charged for any outstanding balances.
- Monitoring. AdventureBot may monitor Contractor's website to ensure that the links to AdventureBot's website are functioning properly and are appropriate. In the event AdventureBot, in its sole discretion, determines that the links are inappropriate, then AdventureBot may either notify Contractor of any changes to be made or may terminate this Agreement by providing thirty (30) days written notice to Contractor. In the event AdventureBot notifies Contractor of changes to be made to the links and such changes are not made within fifteen (15) business days, AdventureBot may immediately terminate this Agreement.
- Indemnification. Contractor will indemnify and hold AdventureBot harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of Contractor's website. AdventureBot will indemnify and hold Contractor harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of AdventureBot's website. Contractor will indemnify AdventureBot from any misuse of an Outfitter’s trademarks, logos, or other branded items.
- Modification. AdventureBot may modify the terms and conditions of this Agreement by notifying Contractor. Should any modification be unacceptable to Contractor, Contractor’s sole remedy is to terminate this Agreement by providing AdventureBot with thirty (30) days written notice. Contractor's continued referral of its customers for thirty (30) days after AdventureBot notifies Contractor of a modification will constitute binding acceptance of the new agreement and its terms by Contractor.
- Damages. AdventureBot 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 AdventureBot 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 Contractor pursuant to this Agreement.
- No Warranty. AdventureBot provides no guarantee, warranty or representation as to the amount of Fees that may be generated by Contractor pursuant to this Agreement. AdventureBot 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. AdventureBot makes no representation that the operation of its website will be uninterrupted or error-free and AdventureBot will not be liable for the consequences of any interruptions or errors.
- Soliciting Customers. AdventureBot reserves the right to solicit customers on terms that may differ from those contained in this Agreement.
- Assignment. Contractor may not assign this Agreement without the prior written consent of AdventureBot. AdventureBot may assign this Agreement at its discretion. In the event that there is a change in control of Contractor, Contractor shall provide notice to AdventureBot, whereupon AdventureBot may terminate or renegotiate the Agreement.
- Waiver. AdventureBot's failure to enforce Contractor'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.
- Governing Law. This Agreement shall be governed by and construed under the laws of the State of Colorado without regard to its conflicts of laws provisions. Any legal proceedings shall be conducted in Denver County, Colorado.
- Independent Contractor. AdventureBot and Contractor are independent contractors and nothing in this Agreement shall be construed as a partnership or joint venture. Contractor will not misrepresent or imply any relationship or affiliation between the parties other than as permitted under this Agreement.
- Entire Agreement. This is the entire agreement between the parties.
IN WITNESS WHEREOF, I am a duly authorized representative of Contractor and my signature confirms Contractor’s consent to be bound to this Agreement and the agreements referenced herein.
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