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TRAVELFUSION AFFILIATE MARKETING SERVICES AGREEMENTTerms of UsePLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE TRAVELFUSION AFFILIATE MARKETING SERVICES AGREEMENT. PARTICIPATION IN THE TRAVELFUSION AFFILIATE MARKETING SERVICES AGREEMENT INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE TRAVELFUSION AFFILIATE MARKETING PUBLISHER SERVICE AGREEMENT. TRAVELFUSION RESERVES THE RIGHT TO UPDATE AND CHANGE, FROM TIME TO TIME, THESE TERMS OF USE, THE SERVICES AND ALL DOCUMENTS INCORPORATED BY REFERENCE. YOU CAN ALWAYS FIND THE MOST RECENT VERSION OF THESE TERMS OF USE AT http://www.travelfusion.com/info/tandc.html. TRAVELFUSION MAY CHANGE THESE TERMS OF USE BY POSTING A NEW VERSION WITHOUT NOTICE TO YOU. USE OF THE TRAVELFUSION SERVICES AFTER SUCH CHANGE CONSTITUTES ACCEPTANCE OF SUCH CHANGES. 1. Definitions 1.1 “TRAVELfusion Affiliate Marketing Services” means the search, referral, tracking and reporting services provided to the Advertisers and Affiliate Publishers 1.2 “Advertising Fees” means the Referrals and/or marketing fees that the Advertisers have agreed to pay for the referrals or marketing services provided by the Affiliate Publishers. 1.3 “Action” means the purchase or completion of an activity that the Advertisers have defined in their list of Advertising Fees. 1.4 “Advertisers” means the travel vendors and/or operators such as airlines, hotels, cars, rail, and ferries participating in the TRAVELfusion Affiliate Marketing Services which offer Advertising Fees for Referrals and/or Actions by the Publishers. 1.5 “Publishers” means the companies and individuals which refer users to the Advertisers using the TRAVELfusion technologies and services. 1.6 “Cost per Click” means the amount which the Advertisers has agreed to pay for every Referral to the Advertisers Site. 1.7 “Cost per Action” means the amount which the Advertiser has agreed to pay for every booking or other goods or services defined by the Advertiser in the Suppliers commission section. 1.8 “End Customers” means the companies and individuals that search and buy goods and services on the Internet. 1.9 “Referral Transaction” is when a user clicks on a link on the Affiliate Publisher Site and is linked via the TRAVELfusion system to the Advertisers Site which results in a view, click, lead, sale or any other predefined action. 1.10 “3rd Party Affiliate” means the affiliate marketing services that TRAVELfusion has linked up with. 1.11 “Referral Fees” means the amount of money that the Advertiser has indicated that it is agreeing to pay for a Cost per Click, Cost per Acquisition or any other listed programme. 1.12 “TRAVELfusion Aggregated Content” means the data and travel information available from the suppliers (see the supplier list at: www.travelfusion.com/fullsupplierlist) which TRAVELfusion has integrated with. 1.13 “Site” means the application and services that are available on the company or individual web site. 1.14 “Search Results & Comparison” means the display of the results served from TRAVELfusion content. 1.15 to the Advertisers content and services and refer users to the Advertisers Sites 1.16 “TRAVELfusion Software” means any software developed and operated by TRAVELfusion including the travel search and trip planning engines and the tracking, reporting and administration tools provided by TRAVELfusion. 2. Introduction 2.1 TRAVELfusion has developed a system which aggregates feeds from Advertisers and providers the Publishers with an API/white label to access, search and display that content. The TRAVELfusion Affiliate Marketing Services offer an end to end solution for Advertisers to offer Publishers an Advertising Fee for a Referral and/or Action and the Publishers use the TRAVELfusion Aggregated Content and technologies to send End Users over to the Advertisers Sites and collect the Advertising Fees if the Referral or Action requirements have been met. TRAVELfusion also manages the referrals, reporting, accounting and tracking between the Advertisers and Publishers. 3. Participation (for Advertisers & Publishers) 3.1 You can only enter into this Agreement if you are over 18 years old. 3.2 IF YOU ARE PLANNING TO USE THE TRAVELFUSION XML APIS, THEN YOU MUST CONTACT TRAVELFUSION AND ENTER INTO THE AFFILIATE MARKETING PARTNER SERVICES AGREEMENT. IF YOU DO NOT DO SO, YOU ARE BREACHING TRAVELFUSION TERMS AND CONDITIONS. 3.3 TRAVELfusion reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. 3.4 You can only accept the Terms of this Agreement by clicking to accept or agree to the Terms, where this option is made available to you by TRAVELfusion in the user interface for the Affiliate Marketing Services. 3.5 You must complete your registration and account details accurately and truthfully and it is your responsibility to keep the details of your account up-to-date. Failure to do so will mean an automatic removal of your account and termination of your Participation. 3.6 You must also complete and keep up-do-date any tax and international law requirements that may be requested by TRAVELfusion from time to time. 3.7 You must ensure that the implementation and operation of any part of the TRAVELfusion Aggregated Content, the Search Results & Comparison, Referrals, and tracking provided by TRAVELfusion shall comply with all Specifications provided by TRAVELfusion from time to time to enable proper delivery, display, tracking, and reporting of the TRAVELfusion Affiliate Marketing Services, including without limitation by not modifying the JavaScript or other programming provided to You by TRAVELfusion in any way, unless expressly authorized in writing by TRAVELfusion. 3.8 You assure that any data, advertising space and advertising activity operated and supplied by You does not violate statutory provisions or applicable law. Prohibited especially is any content and advertising activities that are able to violate rights of third parties, in particular copyright, name and brand rights, or that glorify violence, are morally harmful to young people, or of seditious, racist or pornographic nature. Prohibited as well is all content and advertising activities which are illegal to make public, such as any input containing viruses, Trojan horses or other similar programmes able to damage data or systems, secretly intercept or delete data. In case that TRAVELfusion is exposed to claims of third parties arising from such content, the participant responsible to indemnify TRAVELfusion from these claims. 3.9 Specific Participation Requirements for Advertisers: 3.9.1.1 You must complete the registration forms together with the Advertising Fee entries. 3.9.1.2 You must notify TRAVELfusion immediately if you wish to withdraw from the Agreement. 3.9.1.3 You accept that at the time of registration you must have an operational Google Checkout or PayPal accounts and that at all times these accounts are fully operational and kept up-to-date. You further accept that all payments will be made through either of these services. 3.9.1.4 You accept that if you use the TRAVELfusion Tracking services then you will implement the tracking software based on specifications provided and you give permission for the use of the Data according to the terms outlined below. 3.9.1.5 You will maintain at all times a sufficient credit amount to pay all Advertising Fees. 3.10 Specific Participation Requirements for Publishers 3.10.1.1 YOU HAVE NO AUTOMATIC RIGHT TO PARTICIPATE IN ANY OF THE ADVERTISER FEE PROGRAMMES NOR TO USE THE ADVERTISER CONTENT. ANY ADVERTISER CAN AT ANY TIME REMOVE OR BLOCK YOUR ACCOUNT FROM ACCESSING THE ADVERTISER DATA, CONTENT AND THE ADVERTISING FEE PROGRAMME. THE ADVERTISER SHALL NOT BE REQUIRED TO GIVE ANY REASON FOR THEIR DECISION TO REMOVE OR BLOCK THE PUBLISHER ACCESS/ACCOUNT. 3.10.1.2 Except for the headers/footers and Style Sheets you shall not alter, manipulate or change the display of any content/data provided by TRAVELfusion. 3.10.1.3 IF YOU USE THE TRAVELFUSION APIs THEN YOU ARE REQUIRED TO ENTER INTO A SEPARATE AGREEMENT WITH TRAVELFUSION AND UNTIL YOU DO SO YOU SHALL HAVE NO RIGHTS OF PARTICIPATION IN THE TRAVELFUSION AFFILIATE MARKETING SERVICES. 3.10.1.4 Any attempt to manipulate the TRAVELfusion Affiliate Marketing Services in any manner, will result in the automatic removal of termination of your account and all your credit right will be revoked. 4. Advertiser Obligations 4.1 You will ensure that your Site and content provided to TRAVELfusion is always up to date and complies with all laws and regulations 4.2 You agree to provide all Publishers with access to your content as available via the TRAVELfusion Aggregated Content UNLESS you have deemed the Publisher to be non-compliant with your policies and/or competitive to your business. 4.3 You agree for TRAVELfusion to enter into a relationship with a 3rd Party Affiliate which already has an agreement with You and to process the Referrals, Actions and transactions directly from the 3rd Party. 4.4 You will ensure that your payment accounts are always kept with sufficient funds in order and pay the Publishers for the Referrals/Actions they have made. 5. Publisher Obligations 5.1 You must fully describe to TRAVELfusion all promotional methods you plan to use and ensure they conform with the TRAVELfusion accepted business practices. 5.2 You must register with TRAVELfusion all Sites and URLs you shall be using the service and content for and ensure that they are all kept up to date. 5.3 You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with the Advertisers' terms available on their Sites, (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Users. TRAVELfusion reserves the right at any moment if it suspects any fraudulent, abusive or otherwise illegal content or activity by you to immediately suspend and/or terminate this Agreement. 5.4 You shall not, and shall not authorise or encourage any third party to: (i) directly or indirectly generate queries, Referrals, or impressions of or clicks on any Ads, Book/Referral buttons or other links through any automated, deceptive, fraudulent or other invalid means, You shall not use repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) frame, minimize, remove or otherwise inhibit the full and complete display of any Search Results page, or any Referral page; (iii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any, Search Results, or Referral triggers, or any part, copy, or derivative thereto. 5.5 Except for the space on the Headers and Footers on the TRAVELfusion served pages and all other permissible white label alterations, you agree not to display any advertisement, referral button or other content which is not served by TRAVELfusion nor to change, modify or interfere with any of the TRAVELfusion content, display or page content. This will not affect your right to select the type of supplier content you wish to display on your site or any special development work which TRAVELfusion has carried out on your behalf. 5.6 You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of User information. You must fully and accurately disclose Your use of third party technology, including the TRAVELfusion Tracker, use of cookies and options for discontinuing use of such cookies. 5.7 You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through TRAVELfusion’s negligent or willful conduct or omission). You shall provide TRAVELfusion with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account. 6. Payment Terms & Processes 6.1 TRAVELfusion acts as a facilitator between Advertisers and Publishers collecting fees from the Advertisers in respect of its own services and in respect of the User Referral and Actions triggered by the Publishers. 6.2 The basic conditions for payment are as follows: 6.2.1 The Publishers have complied with the Advertising Fee programme and with this agreement and has generated the relevant Referrals/Actions. 6.2.2 the Referral and/or Action have been recorded by TRAVELfusion. 6.2.3 payment is received by the Advertiser and is past the required waiting time in case of any User changes, modifications or cancellations. 6.2.4 no fraud or malpractice exists. 6.2.5 the Advertiser or 3rd party Affiliate confirms the business transaction to TRAVELfusion. 6.2.5 All confirmed revenues will be booked online in the Billing or other section on the TRAVELfusion Administration section. However, payments can only be approved by TRAVELfusion once they have been received from the Advertiser. Until they have been received, TRAVELfusion accepts no responsibility nor liability for any amounts still unpaid by the Advertiser and shall not calculate these amounts for the purposes of the monthly payment. The monthly pay out limit is £50 and the accounts will be balanced monthly. 6.2.6 if the Publisher has a valid Google Checkout or PayPal account then subject to the payment limits and the conditions above payment will be settled on a monthly basis. 6.2.7 Occasionally due to the actions of the User for example cancellation of a booking – the publisher will be required to refund the original Advertising Fee payments that have been made to him in respect of the cancelled transaction. In those cases, these amounts will be deducted from the Publishers account. If no funds are available in the Publisher account, they will be required to pay these funds into their accounts so that the refunds can be processed. 6.2.7 If the Publisher’s account remains without any activity for over 5 months, then TRAVELfusion has the right to remove that account without any pay of the outstanding balance. 7. Term & Termination 7.1 The contract is valid for an indefinite period of time. 7.2 The parties to the contract can terminate this contract at any time without any notice period by giving notice in writing via email, fax or letter to the Participants named in this Agreement. 7.3 Remaining credit to the participants upon termination of the contract will be paid out according to the Payment Terms & Process. 7.4 Upon the termination for any reason (i) all license rights granted herein shall terminate and (ii) the Participants shall immediately delete any and all content received from their Sites. 8. Warranty 8.1 Each party will make reasonable commercial efforts to keep its Site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other nor the Advertisers liable for any of the consequences of such interruptions. TRAVELfusion may modify any part of the TRAVELfusion Affiliate Marketing service, or discontinue providing the Services, or any portion thereof, at any time. 8.2 Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorised to do so on such party's behalf. 8.3 You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Site(s) and Your promotional methods do not and will not infringe a third party's, any of the Advertisers, or TRAVELfusion’s, proprietary rights; and (iv) You shall remain solely responsible for any and all Sites owned and/or operated by You and all of Your promotional methods. 9. Limitation of Liabilities In no event shall TRAVELfusion be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, incidental or consequential damages of any kind (including, but not limited to lost profits or lost savings), whether based in contract, tort or otherwise, which arises out of or is in any way connected with (i) any use of the Services or content found therein, (ii) any failure or delay (including, but not limited to the use of or inability to use any component of the Services, or (iii) the performance or non performance by TRAVELfusion, or third party providers, even if such party has been advised of the possibility of such damages, or for any other party. Some countries do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental and consequential damages, so the above exclusion may not apply to you. If, notwithstanding the foregoing, TRAVELfusion, or any third party provider should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Services or its content. In addition to any other rights or remedies available to TRAVELfusion may at any time and without notice terminate or restrict your access to any component of this site. The foregoing terms and conditions shall apply to both contract and negligence claims. 10. Indemnification You agree to hold harmless and indemnify TRAVELfusion, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of the Services, violation of the terms of this Agreement or any other actions connected with use of the TRAVELfusion Affiliate Marketing Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. 11. Use of Information and Data 11.2 TRAVELfusion may retain and use, subject to the terms of the TRAVELfusion Privacy Policy, all information You provide, including but not limited to fares, timetables and routes, Site demographics and contact and billing information. You agree that TRAVELfusion may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. TRAVELfusion may also provide information in response to valid legal process, such as search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. TRAVELfusion disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. TRAVELfusion may share non-personally identifiable information about You, including search types, routes, locations, Site URLs, Site-specific statistics and similar information collected by TRAVELfusion, with advertisers, business partners, sponsors, and other third parties. In addition, You grant TRAVELfusion the right to access, index and cache the Site(s) and the Advertisers travel information, or any portion thereof, including by automated means including Web spiders or crawlers. 11.2 Publishers are prohibited from using any User or Advertising information for any commercial purposes. 11.3 Advertisers agree to provide TRAVELfusion with access to their travel information and content and to make that available under the TRAVELfusion Affiliate Marketing Services Agreement available to the Publishers. 11.4 If you agree to install the TRAVELfusion Tracker solution then you agree that this information shall be shared by TRAVELfusion with the Advertisers including data relating to searches, Users and traffic volumes but only insofar as it related to the search & referral activities. 12. Confidentiality 12.1 TRAVELfusion and You each agree to keep confidential the other party's Confidential Information, and that the Confidential Information will not, without the other party's consent, be disclosed in any manner whatsoever, in whole or in part, and shall not be used other than as contemplated by this Agreement. The information contained in the TRAVELfusion Software and all information exchanged between the parties, including commercial terms shall be deemed Confidential Information. Further, each party will share the Confidential Information with only those persons within its company (and its advisors) who need to know the Confidential Information for the purpose of assisting in the performance of the Agreement and who are informed of, and agree to be bound by the terms hereof as if a party to, this Agreement. For the purposes of this Agreement, "Confidential Information" shall mean information that is marked "CONFIDENTIAL," "RESTRICTED" or "PROPRIETARY," or which by its nature or context should be reasonably understood to be confidential information of such party or its licensors or subcontractors. Without limiting the foregoing, Confidential Information shall include non-public, confidential, and proprietary information, including information regarding pricing, commissions, rates, terms, vendors, programs, processes, and practices, relating to a party's business operations or pursuant to this Agreement. Confidential Information does not include information that (i) is or becomes publicly available other than as a result of acts by the other party in violation of this Agreement, (ii) is already in the possession of the other party prior to disclosure of that information, (iii) is or becomes available to the other party from a source that, to that party's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure, or (iii) is independently developed by the receiving party. The receiving party may disclose the disclosing party's Confidential Information as required under applicable law or regulation; provided, however, that (i) the receiving party must give the disclosing party prompt written notice prior to such disclosure and make a reasonable effort to obtain a protective order against such disclosure, and (ii) any such disclosure shall be limited in scope, nature and degree to that deemed necessary by competent counsel. 13. Choice of Law 13.1 This Agreement shall be governed by, and construed in accordance with, English law and the courts of England shall have exclusive jurisdiction to settle any dispute, which may arise in connection with these User Terms. 14. General 14.1 Any notice given under this Agreement shall be in writing and may be delivered to the other party or sent by pre-paid post to the address of that party specified in this Agreement or such other address as may be notified under this Agreement by that party from time to time for this purpose. 14.2 You shall not assign or transfer any rights or obligations under this Agreement to any entity without the prior written consent of TRAVELfusion. 14.3 This Agreement represents the entire terms agreed between the parties in relation to its subject matter. Any variation to this Agreement must be agreed in writing by the parties. 14.4 If any provision of this Agreement is found to be illegal, void or unenforceable by any court having competent jurisdiction, such invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement. 14.5 Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties. Except as expressly set out in this Agreement, no party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way for any purpose. 14.6 A person who is not a party to this Agreement has no right to enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from that Act. |
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TRAVELfusion Application Programming Interface (“API”) Terms of UseTerms of Use Thank you for using the TRAVELfusion Application Programming Interface (“the Services"). By using the TRAVELfusion Services, You agree to these terms of use (the "Terms of Use"). TRAVELfusion reserves the right to update and change, from time to time, these Terms of Use, the Services and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at http://www.travelfusion.com/info/tandc.html. TRAVELfusion may change these Terms of Use by posting a new version without notice to You. Use of the TRAVELfusion Services after such change constitutes acceptance of such changes. 1. Services Description and Restrictions 1.1. Grant of License. Subject to the terms and conditions of this AGREEMENT, TRAVELfusion hereby grants to YOU a non-exclusive, non-transferable, limited license (without the right to sublicense) to access the APIs and use the Services on the terms and conditions set out below.
In order to obtain access to the APIs, You must open a TRAVELfusion account. After supplying TRAVELfusion with Your account information, your URL/service description and agreeing to the Terms of Use, you will be issued with an alphanumeric key assigned to You by TRAVELfusion that is uniquely associated with your TRAVELfusion account and URL. TRAVELFUSION RESERVES THE RIGHT TO RELEASE SUBSEQUENT VERSIONS OF THE APIs, AND TO REQUIRE YOU TO OBTAIN AND USE THE MOST RECENT VERSION. TRAVELFUSION MAY MODIFY THE TERMS OF USE AND/OR REMOVE OR CHANGE THE SERVICES (COLLECTIVELY, “MODIFICATIONS”), AT ANY TIME WITH OR WITHOUT NOTICE, AND YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TERMS OF USE ONLINE AT ANY TIME AT HTTP://WWW./TRAVELFUSION.COM/INFO/TANDC.HTML. IF YOU CONTINUE TO USE THE SERVICES ON ANY SITE OR APPLICATION, YOU WILL BE DEEMED TO HAVE ACCEPTED THE MODIFICATIONS. YOU ACKNOWLEDGE AND AGREE THAT SUCH MODIFICATIONS MAY AFFECT YOUR APPLICATION AND MAY REQUIRE YOU TO MAKE CHANGES TO YOUR APPLICATION AT YOUR COST TO ENABLE YOUR APPLICATION TO CONTINUE TO BE COMPATIBLE WITH, AND/OR INTERFACE WITH, THE API AND/OR THE SERVICES. WITHOUT LIMITING SECTION 11 (“LIMITATION OF LIABILITY”) BELOW, EBAY SHALL NOT BE LIABLE FOR ANY COSTS INCURRED BY YOU, LOST PROFITS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY MODIFICATION. 1.2. Services. TRAVELfusion owns and operates TRIPplannerXML a web based travel planning and distribution platform (US patent no. 6,834,229 B2, 21 December 2004). TRAVELfusion offers a number of travel related Services. The current Services offered by TRAVELfusion include: 1.2.1. TRIPplannerXML - Travel Search 1.2.2. TRIPplannerXML – Web Fares Booking 1.2.3. TRIPplannerXML – TRIPplanner 1.3. Conditions. All the above Services are subject to further conditions which are set out in each of the corresponding Exhibits below. You should carefully read these EXHIBITS which contain important terms on the specific use of the Services. 1.4. Restrictions. You agree that You are responsible for your own conduct and content while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable policies or guidelines. By way of example, and not as a limitation, You agree that when using the Services, You shall not: 1.4.1. use the APIs in connection with or to promote any products, Services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, hate materials (e.g. Nazi memorabilia), goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional Services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories; 1.4.2. use the APIs to sell or supply any data provided by the Services to any third party which includes price comparison, timetable or routing data for any of the travel suppliers included in the system; 1.4.3. use the APIs to carry out any operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake. You understand that the TRAVELfusion APIs are not designed for such purposes and that their failure in such cases could lead to death, personal injury, or severe property or environmental damage for which TRAVELfusion is not responsible; 1.4.4. use the APIs in any manner which fully complies with all laws, trademark, copyright, trade secret of other proprietary of any travel supplier which is available via the Services; 1.4.5. upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless You are the owner of the Rights or have the permission of the owner to post such Content; 1.4.6. impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material; 1.4.7. use the APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with the API documentation, as determined by TRAVELfusion in its sole discretion; or 1.4.8. sell, lease, or sublicense the APIs or access thereto or derive income from the use or provision of the APIs, whether for direct commercial or monetary gain or otherwise, without TRAVELfusion’s prior, express, written permission. 2. Advertising. You agree that use of any of the Services is subject to the advertising terms more fully set out in each of the Exhibits. 3. Age and Responsibility. You represent that you are of sufficient legal age to use this site and to create binding legal obligations for any liability you may incur as a result of the use of this site. You understand that you are financially responsible for all uses of the Services by You and those using your login information. 4. Ownership and Relationship of Parties. The Services may be protected by copyrights, trademarks, services marks, international treaties, and/or other proprietary rights and laws of the U.K. and other countries. TRAVELfusion’s rights apply to the TRAVELfusion Services and APIs, excluding any software components developed by You which do not themselves incorporate the TRAVELfusion APIs or any output or executables of the TRAVELfusion APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms of Use. TRAVELfusion owns all rights, title, and interest in and to the TRAVELfusion APIs. Part of the Services include the ability to search and aggregate travel information. Before searching any travel supplier, You are fully responsible to obtain the supplier’s permission for that and to fully abide by the supplier’s intellectual property rights. 5. Term and Termination 5.1. The term of the Terms of Use shall commence on the date upon which You agree to the Terms of Use and shall continue in force thereafter, unless terminated as provided herein. 5.2. Termination. TRAVELfusion may change, suspend or discontinue all or any aspect of the Services, including their availability, at any time, and may suspend or terminate Your use of the Services at any time. In addition, either party may terminate the Terms of Use at any time, for any reason, or for no reason including, but not limited to, if You engage in any action that reflects poorly on TRAVELfusion or otherwise disparages or devalues the TRAVELfusion reputation or good will. If You desire to terminate the Terms of Use, You must remove the Services and any contents provided from Your URL and Site. 5.3. Rejection of Registration. TRAVELfusion shall have the right, in its sole discretion, to reject any request to use the Services at any time and for any reason, and such rejection shall render null and void the Terms of Use between You and TRAVELfusion. TRAVELfusion shall not be liable to You for damages of any sort resulting from its decision to reject such a request. 5.4. Effect of Termination. Upon the termination of the Terms of Use for any reason (i) all license rights granted herein shall terminate and (ii) You shall immediately delete any and all content received from the Services. 5.5. Survival. In the event of any termination or expiration of the Terms of Use for any reason, Sections 4, 5.4, 5.5, 5.6, 6, 9, 10, 11, 12 and 14 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Use in accordance with its terms. 5.6. Remedies. You acknowledge that Your breach of Services/license restrictions contained herein may cause irreparable harm to TRAVELfusion, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which TRAVELfusion may be legally entitled, TRAVELfusion shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents. 6. Confidentiality. TRAVELfusion and You each agree to keep confidential the other party's Confidential Information, and that the Confidential Information will not, without the other party's consent, be disclosed in any manner whatsoever, in whole or in part, and shall not be used other than as contemplated by this Agreement. The information contained in the APIs and all information exchanged between the parties, including commercial terms shall be deemed Confidential Information. Further, each party will share the Confidential Information with only those persons within its company (and its advisors) who need to know the Confidential Information for the purpose of assisting in the performance of the Terms of Use and who are informed of, and agree to be bound by the terms hereof as if a party to, this Agreement. For the purposes of this Agreement, "Confidential Information" shall mean information that is marked "CONFIDENTIAL," "RESTRICTED" or "PROPRIETARY," or which by its nature or context should be reasonably understood to be confidential information of such party or its licensors or subcontractors. Without limiting the foregoing, Confidential Information shall include non-public, confidential, and proprietary information, including information regarding pricing, commissions, rates, terms, vendors, programs, processes, and practices, relating to a party's business operations or pursuant to this Agreement. Confidential Information does not include information that (i) is or becomes publicly available other than as a result of acts by the other party in violation of this Agreement, (ii) is already in the possession of the other party prior to disclosure of that information, (iii) is or becomes available to the other party from a source that, to that party's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure, or (iii) is independently developed by the receiving party. The receiving party may disclose the disclosing party's Confidential Information as required under applicable law or regulation; provided, however, that (i) the receiving party must give the disclosing party prompt written notice prior to such disclosure and make a reasonable effort to obtain a protective order against such disclosure, and (ii) any such disclosure shall be limited in scope, nature and degree to that deemed necessary by competent counsel. 7. Fees and Payments. Use of the Services is subject to the fees and payments set out in each of the Exhibits. TRAVELfusion reserves the right in its sole discretion to change any pricing and fees, such charges will be placed in the Terms of Use. 8. TRAVELfusion Branding. Subject to the requirements set out in each of the Exhibits below, you will display the required links and logos of the ‘powered by TRAVELfusion’ Services. 9. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 9.1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRAVELFUSION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9.2. TRAVELFUSION MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. 9.3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 9.4. FOR ANY DATA SUPPLIED TO YOU WHICH COMES FROM THIRD PARTY TRAVEL SUPPLIERS YOU MUST OBTAIN THE EXPLICIT PERMISSION FROM THE SUPPLIER TO RETRIEVE AND DISPLAY THEIR CONTENT. 9.5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRAVELFUSION OR THROUGH OR FROM TRAVELFUSION SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICES. 10. Exclusion of Warranty. TRAVELfusion, and third party providers and distributors do not warrant the accuracy, completeness, merchantability or fitness for a particular purpose of any of the content or data found on this site. 11. Limitation of Liability. In no event shall TRAVELfusion or third party providers be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, incidental or consequential damages of any kind (including, but not limited to lost profits or lost savings), whether based in contract, tort or otherwise, which arises out of or is in any way connected with (i) any use of the Services or content found therein, (ii) any failure or delay (including, but not limited to the use of or inability to use any component of the Services, or (iii) the performance or non performance by TRAVELfusion, or third party providers, even if such party has been advised of the possibility of such damages, or for any other party. Some states do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental and consequential damages, so the above exclusion may not apply to you. If, notwithstanding the foregoing, TRAVELfusion, or any third party provider should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Services or its content. In addition to any other rights or remedies available to TRAVELfusion may at any time and without notice terminate or restrict your access to any component of this site. The foregoing terms and conditions shall apply to both contract and negligence claims. 12. Indemnification. You agree to hold harmless and indemnify TRAVELfusion, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of the Services, violation of these Terms of Use or any other actions connected with use of the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. 13. Choice of Law and Jurisdiction. These Terms of Use shall be governed by, and construed in accordance with, English law and the courts of England shall have exclusive jurisdiction to settle any dispute, which may arise in connection with these User Terms. 14. General 14.1. Any notice given under this Agreement shall be in writing and may be delivered to the other party or sent by pre-paid post to the address of that party specified in this Agreement or such other address as may be notified under this Agreement by that party from time to time for this purpose. 14.2. A party will not be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party and that failure or delay could not have been prevented or overcome by that party acting reasonably and prudently. 14.3. You shall not assign or transfer any rights or obligations under this Agreement to any entity without the prior written consent of TRAVELfusion. 14.4. This Agreement represents the entire terms agreed between the parties in relation to its subject matter. Any variation to this Agreement must be agreed in writing by the parties. 14.5. If any provision of this Agreement is found to be illegal, void or unenforceable by any court having competent jurisdiction, such invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement. 14.6. Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties. Except as expressly set out in this Agreement, no party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way for any purpose. 14.7. A person who is not a party to this Agreement has no right to enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from that Act. EXHIBIT A 1. Description of Service TRIPplannerXML - Travel Search provides a comprehensive travel search solution, searching hundreds of air, rail, car, ferry, hotel and other travel suppliers, finding the best journeys and providing a price and journey comparison. When users click on one of the selected trips, they are referred directly to the suppliers' web site where they can complete the booking. The service generates revenues from the different ad revenues programmes: pay per click, pay per acquisition, sponsored links and listings. The service is available either both as a white label or via the APIs. 2. APIs/White label In order join the TRAVELfusion white label solution, you must first enter into the "TRAVELfusion Affiliate Marketing Services" Agreement. The terms and conditions of the Agreement are available at the point of registration to TRAVELfusion and also un the Affiliate Marketing section. In order and join the TRAVELfusion XML API travel search solutions, you must enter into both the "TRAVELfusion Affiliate Marketing Services" and a second agreement provided by TRAVELfusion upon contacting 'sales@travelfusion.com'. a. If you enter into the TRAVELfusion XML API service then You: b. Fees & Charges These are described in more detail in the Affiliate Marketing Services Agreement and the XML Travel search Agreement, but in principle are based on: share of Advertising revenues (Cost per Click/Cost per Acquisition/general advertising); c. TRAVELfusion Branding If you use the TRIPplannerXML - TRIPplanner software you MUST display the following TRAVELfusion branding on your application/services:
The above logo and powered by TRAVELfusion signs shall be prominently displayed on the home page and at least on the main results pages. EXHIBIT B 1. Description of Service. TRIPplannerXML - Web Fares Bookings provides a booking engine which aggregates data from hundreds of travel suppliers and makes them available to search and book via the TRIPplannerXML APIs. The Suppliers include low cost airlines and airline supplier site and are updated on: www.travelfusion.com/fullsupplierlist. The system comes with extensive administration tools and comprehensive management information making it an ideal tool to integrate and embed with your own services. TRIPplannerXML - Web Fares Bookings currently powers the leading e-commerce companies in the following market segments:
2. Conditions of Use 3. Fees & Charges 4. TRAVELfusion Branding If you use the TRIPplannerXML - TRIPplanner software you MUST display the following TRAVELfusion branding on your application/services:
The above logo and powered by TRAVELfusion signs shall be prominently displayed on the home page and at least on the main results pages. EXHIBIT C 1. Description of Service TRIPplannerXML - TRIPplanner software provides the most advanced solutions to power flight, rail, car, hotel, ferry and other travel related search engines. TRIPplannerXML can be used to enhance Your travel applications and services by providing among other things: 2. Conditions of Use a. You MAY ONLY use the TRIPplannerXML Software if you provide TRAVELfusion with the following information prior to commencing Integration: b. You MUST NOT use TRIPplannerXML – TRIPplanner Software for the following purposes: 3. Charges & Fees The fees and charges for this service will be provided by TRAVELfusion once you have provided the information above. You may not use any of the Services until you have agreed and signed the Charges & Fees. 4. TRAVELfusion Branding If you use the TRIPplannerXML - TRIPplanner software you MUST display the following TRAVELfusion branding on your application/services:
The above logo and powered by TRAVELfusion signs shall be prominently displayed on the home page and at least on the main results pages. |