This Affiliate Agreement contains the complete terms and conditions governing Affiliate's participation in the Affiliate Program operated by Kemwel.
- Enrollment in the Program.
- 1.1 To enroll, Affiliate must submit a completed online Program Application. Kemwel may reject a Program Application for any reason. If a Program Application is rejected, Affiliate may not reapply to the Program for sixty (60) days.
- Participation in the Program.
- Following acceptance of a Program Application, Kemwel will provide Affiliate with approved Internet hyperlinks to the Kemwel web site. Affiliate agrees to identify itself as a Kemwel affiliate and to display the Kemwel Approved Links on each Internet web site identified by Affiliate in its Program Application. Affiliate shall install the Kemwel Approved Links (or updates) within fourteen days of receipt.
- Customers who, during the term of this Agreement, visit the Kemwel web site by hyperlinking via a Kemwel Approved Link and during that same visit book a vehicle rental, arrange for a chauffeur drive and transfer service, or make air travel or hotel reservations (collectively referred to as "Travel Arrangements") from Kemwel using Kemwel's Online Booking System shall be known as "Affiliate Referrals".
- Kemwel will pay Affiliate a commission referral fee based upon the amount actually collected from an Affiliate Referral for Travel Arrangements, net of any offsets for credit card fraud, bad debt or credit due because of cancellations or returns. Such Commission Fees shall be paid to affiliate on a monthly basis. Kemwel will pay Affiliate a Commission Fee only if the Affiliate Referral is tracked on the Online Booking System.
- Kemwel will use reasonable efforts to provide online reports to Affiliate each month showing the number of visitors to the Kemwel web site from each Affiliate Site and the Commission Fees, if any, owed to Affiliate.
- Affiliate acknowledges that Kemwel may refuse to provide customer services to any Affiliate Referral for any reason.
- Use of Trademarks.
Affiliate agrees that during the term of this Agreement, Kemwel may, but is not required to, include Affiliate's logos, trademarks, trade names and similar identifying material ("Affiliate Marks") on the Kemwel web site.
- Representations and Warranties.
Affiliate represents and warrants:
- that it is the owner of all Affiliate Marks; that it has the legal right to grant Kemwel the license to use Affiliate Marks; and that Kemwel's use of such Affiliate marks will not infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
- that it owns and is solely responsible for the development, operation and maintenance of each Affiliate Site and for the content of all materials that appear on each Affiliate Site; that it is compliance with all applicable laws and regulations; and that the content of each Affiliate Site is not defamatory, fraudulent, obscene, infringing or otherwise in violation of any legal rights or duties;
- that it will not engage in any "spamming" or similar activities that relate or refer, directly or indirectly to Kemwel;
- that it will not make any representation or warranty on behalf of Kemwel or concerning any products or services provided by Kemwel;
- that apart from its display of Kemwel Approved Links, it will not use any Kemwel trademark, name or URL in any way without Kemwel's prior written consent;
- that it will not bid on the name "Kemwel" (or any name or phrase that is a derivative thereof) or the name of any of Kemwel's suppliers as part of any key-word or PPC search;
- that it will not copy or attempt to duplicate the look and feel of the Kemwel web site, attempt to create an impression that any Affiliate Site is owned or operated by Kemwel, or frame any portion of the Kemwel web site;
- that it will not use any customer information provided by Kemwel for any purpose other than to verify the appropriateness of Commission Fees;
- that it will not market or promote the Program outside the geographic area for which the Affiliate has been approved; and
- that all statements contained in its Program Application are true.
- Term of the Agreement.
- Unless otherwise terminated as set forth herein, this Agreement will terminate three (3) years from the date of acceptance of the Program Application. The Agreement will automatically renew thereafter on a year-to-year basis unless terminated by either party at least one month before expiration of the term.
- Kemwel may terminate this Agreement immediately, effective upon email notice of termination, in the event that Affiliate breaches any representation or warranty as set forth above.
- Either party may terminate this Agreement in the event of a breach, which breach is not cured within fifteen (15) days of notice to the other party.
Affiliate agrees that it will at all times defend, indemnify and hold harmless Kemwel and any of its subsidiaries, affiliates or parent companies and their employees, owners, directors, managers, accountants, attorneys, agents, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) arising out of or related to (i) the development, operation, maintenance and content of any Affiliate Site; (ii) any products, materials or services provided or made available by Affiliate via an Affiliate Site other than Kemwel Products; (iii) any breach of any term, condition of this Agreement by Affiliate; (iv) any breach of Affiliate's representations and warranties herein; and/or (v) Affiliate's willful misconduct and/or negligence. Both parties shall give the other party prompt written notice of any claim, action or demand for which indemnity is, or may be, claimed. Kemwel shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which it is named as a party. Affiliate shall have the right to participate in any defense of such claim with counsel of its choice at its own expense. Affiliate shall not, without the prior written consent of Kemwel, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim.
Kemwel may modify any of the terms and conditions in this Agreement, at any time, by providing Affiliate with an email notice noting any such modifications. Modifications may include, but are not necessarily limited to, changes in the scope of available Commission Fees, Commission Fee schedules, payment procedures and Program rules. If any proposed modification is unacceptable to Affiliate, Affiliate may terminate this Agreement. Affiliate's continued participation in the Program following its receipt of email notice from Kemwel constitutes Affiliate's binding acceptance of any such change.
- The parties to this Agreement are independent contractors. Nothing in this agreement is to be construed to create a partnership, joint venture or employment or agency relationship between Kemwel and Affiliate. Neither party has any authority to obligate or bind the other in any respect.
- The interpretation of and performance under this Agreement will be construed in accordance with the laws of the State of Maine, U.S.A. The exclusive jurisdiction and venue for all disputes related to this Agreement shall be the state and/or federal courts in Cumberland County, Maine, U.S.A.
- No waiver of a breach or default shall be construed as a waiver of any other breach or default of the same or any other provision. No delay in exercising any rights, powers or privileges under this this Agreement shall operate as a waiver of any rights, powers or privileges.
- Affiliate cannot assign this Agreement or its respective rights and duties under this Agreement without Kemwel's prior written consent. Kemwel may assign this Agreement and/or its rights and duties under this Agreement by providing Affiliate notice of such assignment.
- This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns, as permitted herein.
- Each provision of this Agreement is separate and distinct from every other provision of this Agreement.
- All notices to Kemwel must be given via email to firstname.lastname@example.org and, if to Affiliate, via email to the email address set forth in the Program Application. Affiliate is responsible for maintaining this email address or providing notice to Kemwel of any change to such email address.
- This Agreement and the information submitted by Affiliate as part of the Program Application contains the entire understanding of Kemwel and Affiliate. This Agreement supersedes any previous discussions and agreements (whether oral or written) between Kemwel and Affiliate.
ALL PRODUCTS OR SERVICES TO BE PROVIDED BY KEMWEL TO AFFILIATE OR TO ANY AFFILIATE REFERRAL OR OTHER USER ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND EXPRESS OR IMPLIED. KEMWEL CANNOT AND DOES NOT GUARANTEE THAT THE KEMWEL SITE OR THE ONLINE BOOKING SYSTEM WILL BE AVAILABLE AT ALL TIMES OR OPERATE ERROR-FREE. KEMWEL HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL KEMWEL BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. KEMWEL'S MAXIMUM LIABILITY TO AFFILIATE SHALL BE THE AMOUNT OF ANY DUE BUT UNPAID COMMISSION FEES.
If Affiliate accepts the terms and conditions set forth above, please click the "I ACCEPT" link below.
I accept (go to the application form)
I decline (go back to homepage)