AFFILIATE PROGRAM AGREEMENT WITH HOLIDAY VELVET S.L.


This Affiliate Service Agreement (the "Agreement") is made by and between holiday-velvet.com, Ltd, a Spanish company ("holiday-velvet.com"), and you, as an Affiliate utilizing the Holiday-velvet.com service ("You", "Your", "Affiliate").

You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering. By signing up for holiday-velvet.com, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, you do not use the holiday-velvet.com Service as an Affiliate.
The following agreement is summarized as follow:
- By signing this terms and conditions, holiday-velvet.com authorize the Affiliate to use their banner, search box or to integrate all their properties directly on their website through XML.
- You place our merchants’ banners and / or search box anywhere on your site as you see fit, or within non-spam emails.
- Holiday Velvet shall provide the Affiliate with all relevant technical information regarding the XML data feed necessary to enable the Affiliate to download all property data needed.
- The Affiliate warrants that it has, and shall retain for the duration of the Agreement, relevant staff with the appropriate level of expertise to enable the Affiliate to customize and integrate XML data feeds and e-commerce facilities into the Affiliate Site and to maintain the same.
- You will be paid your commissions, at such time as your account balance is 100 EUR or more by bank transfer or PayPal. The commission is structured as follow:
30% of Holiday Velvet’s commission for up to 40 bookings per month
37.5% of Holiday Velvet’s commission between 41 to 55 bookings per month
42.5% of Holiday Velvet’s commission between 56 to 80 bookings per month
50% of Holiday Velvet’s commission for 80 and more bookings per month
(Holiday Velvet commission vary from 5 to 30% of the revenue depending on the properties)
- All statistics are collected and calculated by Holiday-velvet.com, and will be the only valid stats used for determining commissions; you will have access to all your stats through a personalized interface.
- Cancellation of a booking will result in no payment of commission.
- As an affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate or merchant accounts are strictly prohibited.
- Holiday Velvet will do its best to ensure that the availability is current as to avoid double bookings but cannot be held responsible for errors made on the agent’s or owner’s side resulting in a double booking. Holiday Velvet cannot be held liable in case a booking is cancelled due to the owner's or client’s decision. In the event of a double booking or cancellation, Holiday Velvet will always attempt to offer a comparable alternative or provide a full refund.
- You won't hold us liable for anything, a link to a non-holiday-velvet.com Web site does not mean that holiday-velvet.com endorses or accepts any responsibility for the content or the use of such Web site.
- Holiday Velvet will provide the Affiliate with limited access to the Holiday Velvet databases in order that the Affiliate can (I) properly identify the properties available through Holiday Velvet (e.g. by providing the Affiliate with the property unique ID number) and (II) provide correct and up-to date minimum ("available from") prices for each property as a result of each real-time request for pricing information.
- We may email you concerning new merchant programs
- We might change the service as we see fit and you will be notified of this
- Adult, Hate, or other related sites are not allowed
- You cannot spam. Do not send email to lists or groups that you do not have permission to send to. We will terminate your account on the first offense.
- You may place banners or links within your newsletters, in content of your website, or within other web related content.
- Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. Any attempted fraud or fraud will result in membership termination and voided commissions.
- All communication involving this affiliate program or holiday-velvet.com must be validated by holiday-velvet.com before diffusion.
- You can contact the affiliate team to affiliate@holiday-velvet.com
- Holiday-velvet shall take the right to stop working with an affiliate if this affiliate does not comply with the terms & conditions.
- Failure to abide by these rules could mean termination from holiday-velvet.com completely with a complete forfeit of commissions.


DEFINITIONS

"Performance Marketing" occurs when individual web sites that generate their own traffic ("Affiliates") partner with online Merchants ("Merchant")’s and the Merchant pays a commission or other reward for those Visitors resulting in a booking.

"Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales. Affiliates use Holiday-velvet.com to facilitate relationships with Merchants as well as gain tracking, reporting, and receipt of commission payment.

"Merchant" means holiday-velvet.com, an e-commerce entity paying a commission for legitimate sales by a Visitor.

"Visitor" means any person, or user that clicks on a Link to a Merchant’s Web site placed on an Affiliate's Web site.

"sale commission" means the Payout the Merchant sets and agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.

"Payout" means the amount of sale commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as a percentage depending on the commission the merchant receive of a sale amount.

"Commission" means the amount sale commission a Merchant agrees to pay for an individual measurable action.

"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to a Merchant website via redirection at Holiday-velvet.com. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Merchant.

"Your Account" means a specific account within the Service, where Commissions are credited.


THE SERVICE

Holiday-velvet.com has developed and operates a service (the "Service") of holiday rentals which allows Affiliates to participate in Performance Marketing programs. As an Affiliate of Holiday-velvet.com you will be establishing contacts with third parties, called customers. All Affiliate relationships established between You, the Affiliate, and Holiday-velvet.com Merchants, will be conducted and managed through the Service.
By signing this terms and conditions, holiday-velvet.com authorize the Affiliate to use their banner, search box or to integrate all their properties directly on their website through XML.
PROGRAMME – BANNER AND / OR SEARCH BOX

As an Affiliate of the Service, you may place and remove Merchant Links on Your site and in acceptable locations. You place our merchants’ banners anywhere on your site as you see fit, or within non-spam emails.


PROGRAMME – XML INTEGRATION

Holiday Velvet shall provide the Affiliate with all relevant technical information regarding the XML data feed necessary to enable the Affiliate to download all property data needed.
Holiday Velvet provides, and the Affiliate accepts, the XML Service on an "as is" and "as available" basis. Holiday Velvet shall use all reasonable commercial endeavors to maximize the availability of the XML Service. However, the Affiliate acknowledges that such access may occasionally be interrupted by scheduled downtime or for technical reasons beyond Holiday Velvet’s control. All implied warranties and conditions are hereby excluded to the maximum extent permissible by law.
Under no circumstances will Holiday Velvet be liable to the Affiliate for any indirect or consequential loss including, without limitation, loss of profits, wasted expenditure or loss of data arising from any interruption or non-availability of the XML Service.
Holiday Velvet will handle the complete fulfillment of the reservation including sending the confirmation email.
Holiday Velvet will do its best to ensure that the availability is current as to avoid double bookings but cannot be held responsible for errors made on the agent’s or owner’s side resulting in a double booking. Holiday Velvet cannot be held liable in case a booking is cancelled due to the owner's or client’s decision. In the event of a double booking or cancellation, Holiday Velvet will always attempt to offer a comparable alternative or provide a full refund.
Holiday Velvet reserves itself the right to review the list of properties and destinations made available to the Affiliate on an ongoing basis, as properties get added and deleted from its portfolio.

AFFILIATE’S OBLIGATIONS AND WARRANTIES

The Affiliate warrants that it has, and shall retain for the duration of the Agreement, relevant staff with the appropriate level of expertise to enable the Affiliate to customize and integrate XML data feeds and e-commerce facilities into the Affiliate Site and to maintain the same.
The Affiliate acknowledges that integration of the XML Service into the Affiliate Site will result in potentially harmful machine generated request loads being placed on Holiday Velvet’s servers. The Affiliate hereby undertakes, (in addition to its obligations under the Specification):
- to comply forthwith with all reasonable requests of Holiday Velvet relating to the integration, operation, maintenance, interruption and withdrawal of the XML Service;
- to perform a bulk update of all relevant data from Holiday Velvet’s servers according to the specifications, but only between the hours of 00:00 and 9:00 am GMT;
- to ensure that all data retrieved from Holiday Velvet’s servers using the XML Service are processed and displayed accurately and consistently;
- to ensure that, before completion of any online booking transaction using the XML Service, customers are made fully aware of all relevant contractual terms and conditions relating to all bookings, (including but not limited to the policies on cancellation, no-shows and late check-outs), and are given an opportunity to cancel the transaction prior to completion.

The Affiliate agrees to indemnify and hold harmless, and keep indemnified and harmless, Holiday Velvet against all direct and indirect loss, damage, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature incurred by Holiday Velvet arising out of or in connection with:
- Any breach by the Affiliate of its obligations under the terms and conditions of this Agreement as amended and supplemented by the Specification; or
- Any interruption to Holiday Velvet’s provision of the XML Service to other Affiliates which is caused by the Affiliate’s integration of the XML Service into the Affiliate Site or its subsequent operation or maintenance.
The Partner shall, at the request of Holiday Velvet, submit its XML Service integration code to Holiday Velvet for formal testing and approval.
In order to protect the goodwill generated by Holiday Velvet in the Holiday Velvet brand, the Affiliate agrees that the Affiliate Website is sufficiently distinct from the Holiday Velvet Website so as not to create any possibility of consumer confusion. In doing so, the Affiliate agrees as follows:
- Any logo(s) used on the Affiliate Website shall be distinctly different to the Holiday Velvet logo (save for any logo that may be provided by Holiday Velvet for use by the Affiliate to indicate that the Affiliate Website is "powered by Holiday Velvet")
- The look and feel of the Affiliate Website shall be distinctly different to the Holiday Velvet Website including, but not exclusively: the color scheme; the type-faces; the design; the layout; the button and boxes; and the available features (save for those features reasonably required for the performance of the Affiliate's obligations under this Agreement).

AFFILIATE PAYMENT

You will be paid your commissions, at such time as your account balance reach 100 EUR and once a month by bank transfer or paypal for all booking departed within the month.
The commission is structured as follow:
30% of Holiday Velvet’s commission for up to 40 bookings per month
37.5% of Holiday Velvet’s commission between 41 to 55 bookings per month
42.5% of Holiday Velvet’s commission between 56 to 80 bookings per month
50% of Holiday Velvet’s commission for 80 and more bookings per month
(Holiday Velvet commission vary from 5 to 30% of the revenue depending on the properties)
All statistics are collected and calculated by Holiday-velvet.com, and will be the only valid stats used for determining commissions, you will have access to all your stats through a personalized interface. As an affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate or merchant accounts are strictly prohibited.
Cancellation of a booking will result in no payment of commission.
SERVICE AND SUPPORT

holiday-velvet.com will provide support for the Service, you may contact affiliate@holiday-velvet.com.


PRIVACY POLICY

holiday-velvet.com respects the privacy of its users and will not disclose personal information to third parties without the express permission of Your company. In return, the Affiliate will not disclose any personal information about holiday-velvet.com to third parties. The Affiliate acknowledges that the XML Service constitutes Holiday Velvet’s Intellectual Property for the purposes of the provisions of the Agreement dealing with ownership and licensing of intellectual property rights. For the avoidance of doubt, the Intellectual Property rights include (but not exclusively) the Holiday Velvet logo, property descriptions and photos.


EMAIL

holiday-velvet.com reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any holiday-velvet.com related products and services.
Adult, Hate, or other related sites are not allowed. You cannot spam. Do not send email to lists or groups that you do not have permission to send to. We will terminate your account on the first offense.


CHANGES TO THE SERVICE

holiday-velvet.com reserves the right to change, modify, add or remove properties and may add, change, suspend or discontinue any aspect of the Service at any time.


PRICE INFORMATION
Holiday Velvet will provide the Affiliate with limited access to the Holiday Velvet databases in order that the Affiliate can (I) properly identify the properties available through Holiday Velvet (e.g. by providing the Affiliate with the property unique ID number) and (II) provide correct and up-to date minimum ("available from") prices for each property as a result of each real-time request for pricing information.


DURATION / CANCELLATION
This contract will be effective from the date of signing for a period of 12 months. It will be reconducted by tacit agreement every 12 months. If the Affiliate or Holiday Velvet decides not to renew the contract, or to terminate it at any time and for whatever motives, both parties will respect a one month written notice to announce their decision not to renew or to terminate the contract.

REGISTRATION

To sign up as an Affiliate of holiday-velvet.com and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid id.


ACCEPTED USE

holiday-velvet.com reserves the right to deem any site inappropriate and terminate the site as a member of holiday-velvet.com. If You are terminated from the Service, holiday-velvet.com has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join holiday-velvet.com.


LIMITATION OF LIABILITY

holiday-velvet.com or its suppliers or resellers or merchants shall not be liable to you or any other person for (I) any indirect, special, incidental or consequential damages of any character arising out of the use of or inability to use the holiday-velvet.com service or any information provided on the holiday-velvet.com website or any other hyperlinked website, including, without limitation, damages for loss of goodwill, any lost profits, business interruption, loss of programs or other data, even if holiday-velvet.com or a holiday-velvet.com authorized representative has been advised of the possibility of such damages or (II) any claim attributable to errors, omissions or other inaccuracies in the website or any hyperlinked website.

You agree that holiday-velvet.com, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless holiday-velvet.com and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.


NON-DISCLOSURE

holiday-velvet.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. holiday-velvet.com agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of holiday-velvet.com, that becomes available to holiday-velvet.com from third parties without knowledge by holiday-velvet.com of any breach of fiduciary duty, or that holiday-velvet.com had in its possession prior to the date of this Agreement. holiday-velvet.com does not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. holiday-velvet.com reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as holiday-velvet.com deems appropriate.


OWNERSHIP AND LICENSES

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use holiday-velvet.com provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein


FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, and the reasonable control of such party.


JURISDICTIONAL ISSUES


GOVERNING LAW – JURISDICTION

This Agreement shall be governed by and construed in accordance with Spanish law. Each Party irrevocably agrees to submit to the exclusive arbitration under jurisdiction of the Spanish Chamber of Commerce (Cambra de Comerç), Barcelona Spain, which shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising there from.

INDEMNIFICATION

Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
- a breach of this Agreement by the Indemnifying Party, or
- any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties.