BY REGISTERING AND SIGNING UP TO THE BIKESBOOKING.COM PARTNER PROGRAMME AS AFFILIATE PARTNER, THE AFFILIATE HEREBY AGREES, ACKNOWLEDGES, ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT (THE "AGREEMENT").
BETWEEN:
1. BIKESBOOKING LIMITED, a company incorporated under the laws of the Ireland and having its registered seat at 14 Crowe street, Dundalk, Ireland ("BikesBooking.com"), and
2. THE AFFILIATE, whose details are set out in the Affiliate Partner Registration Form (the Affiliate Partner Registration Form) (the "Affiliate").
WHEREAS:
(i) BikesBooking.com operates an online bike, scooter and motorcycle reservation system (the "System") through which participating Rental Companies can make their vehicles available for reservation, and through which visitors can make reservations at such Rental Companies (the "Service");
(ii) BikesBooking.com maintains and exploits its own websites (the "BikesBooking.com Websites"), and also provides the Service and links to the Service on the websites of third parties;
(iii) the Affiliate owns, controls, hosts and/or operates one or more Internet domains and websites;
(iv) the Affiliate and BikesBooking.com wish that the Affiliate makes the Service (directly or indirectly) available to its customers and visitors of the Affiliate Website(s) and in such form and on such terms and conditions as set out in this Agreement.
HAVE AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
"Bike" means any vehicle (bicycle, scooter, moped, motorcycle, quad bike (ATV)), which the Rental company make available for booking on this website.
"Affiliate" means the Party of which the relevant (contact) details are set out in Affiliate Partner Registration Form.
"Affiliate Group" means the Affiliate and the ultimate holding company of the Affiliate (including the group of companies or entities which are under the (direct or indirect) Control of (the ultimate holding company or shareholder(s) of) the Affiliate).
"Affiliate Partner Registration Form" means the online sign up and registration form to be completed by the Affiliate.
"Affiliate Website(s)" means the website owned, controlled, hosted and operated by the Affiliate on which the Service shall be made available which URL’s are set out in the Affiliate Partner Registration Form.
"Black Hat" (also called spamdexing) means any attempt to redirect search results to particular target pages in a fashion or manner that is in violation of the Spamming Regulations. Black Hat SEO tactics include: keyword stuffing, hidden text and links, doorway and cloaked pages, link farming and blog comment spam.
"BikesBooking.com Competitor" means any direct or indirect competitor of BikesBooking.com.
"BikesBooking.com Brands" means any term or keyword which is the same as or confusingly similar to (including any variations, translations, misspellings and singular/plural forms of) any of following term(s): BikesBooking, BikesBookings (with or without any associated Internet domain names (with whatever (country code) top-level domain) (e.g. BikesBooking.com, BikesBooking.fr).
"BikesBooking.com Data" means the Intellectual Property Rights of BikesBooking.com and the Content as provided to the Affiliate under this Agreement and such other information from time to time owned or used by BikesBooking.com or embodied or included in BikesBooking.com Websites or made available by BikesBooking.com to the Affiliate (e.g. rates and availability).
"BikesBooking.com Websites" means the website(s) of BikesBooking.com.
"Cloaking" means a Black Hat search engine optimization (SEO) technique in which the content presented to the search engine spider is different to that presented to the user's browser, with the purpose to deceive search engines so they display the page when it would not otherwise be displayed. Cloaking includes the doorway page technique and the Open Directory Project web directory.
"Commission" means the amount in Euro (excluding VAT) that BikesBooking.com will pay to the Affiliate for each Materialised Transaction, which amount shall be paid to the Affiliate prior to and independent of any payment made by the relevant Rental Company to BikesBooking.com.
"Connections" means all links, landing pages and/or XML feeds and/or deeplinks and/or hyperlinks, created, hosted and maintained by BikesBooking.com.
"Content" means all (descriptive) information of Rental companies available on the BikesBooking.com Website including but not limited to rental company information and descriptions, reviews, meta data, details of bikes and (cancellation/no show) policies and general terms of the Rental companies (including any translations thereof) and photos, video, pictures, but excluding rates and availability (including any updates, modifications, replacements, additions or amendments).
"Control" means the possession of the power or the ability to (directly or indirectly, alone or in concert with others, whether through the ownership of voting securities or other ownership interests, a partnership or otherwise) (i) exercise or cause to exercise more than one-half of the voting rights in the shareholders' meeting of a company, (ii) appoint more than one-half of the ((non-)executive) directors or supervisory directors of a company, or (iii) direct or cause the direction of management relating to a company.
"CPA" means costs per action.
"CPC" means cost per click.
"CPM" means cost per mille (impressions).
"CPV" means cost per visitor or cost per view in the case of pop ups and unders.
"Customer Data" means the Renter's name, address (including email address), credit card details and such other confidential and private information of a Renter.
"Double Serving" means multiple ads on the same results page of a search engine with the purpose to direct traffic to similar websites or pages with similar content.
"Effective Date" means the date on which the Service is made available to the Renters on the Affiliate Website(s).
"Renter" means a visitor of the Websites that completed a Bike reservation via the Service.
"Rental company" means any bike rental company available on or through the BikesBooking.com Websites.
"Rental company Brands" means any term or keyword which is the same as or confusingly similar to (including any variations, translations, misspellings and singular/plural forms of) any trademarks or trade name (whether registered or unregistered) belonging to or owned by any Rental company.
"Intellectual Property Right" means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain, e.g. .com, .nl, .fr, .eu) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
"Link" means an embedded icon, object, graphic, or text within a web page or email that consists of a hypertext pointer to the URL address of BikesBooking.com on the Affiliate Website(s).
"Materialised Transaction(s)" means the reservation by a visitor of the Affiliate Website(s) who, through the Connection, has made a reservation with a Rental company, and which reservation has resulted in the actual provision of bike, as confirmed to BikesBooking.com by the Rental company.
"Micro Site" means all white label versions of the primary website of BikesBooking.com, which are owned, created, hosted and maintained by BikesBooking.com. The Micro Site may be marked with a 'powered by BikesBooking.com' logo.
"Paid Search" means any form of online advertising that ties the presentation of an ad to a specific keyword-based search request.
"Parties" means BikesBooking.com and the Affiliate (each individually a "Party").
"Price Comparison" means the comparison of rental company prices and/or availability made available from or by two or more online bike booking platforms.
"SEM" means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of search engine optimization, paid placement, contextual advertising or paid inclusion.
"SEO" means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a web site or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
"Spamming Regulations" means any policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.
"Third Party Platforms" means any (third party) search engine (marketing provider), website, meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other (similar) channels or other forms of (traffic hosting) media, whether online or offline.
"Transaction Fee" means the fee received by BikesBooking.com from each Rental company for each Materialised Transaction.
"Websites" means the website(s) of BikesBooking.com and its affiliated companies and affiliated partners (including the Affiliate Website(s)) on which the product and service of BikesBooking.com is available.
"XML" means an xml connection between the BikesBooking.com database and the Affiliate’s database which can be provided by BikesBooking.com.
1.2 No Partnership
1.2.1 This Agreement is not intended, nor should anything herein or in any of the arrangements contemplated herein, be construed, to create a joint venture or the relationship of partners, partnership or principal and agent between or among the Parties. Unless the Parties agree otherwise in writing, none of them shall (i) enter into any contract or commitment with third parties as agent for or on behalf of the other Party, (ii) describe or present itself as such an agent or in any way hold itself out as being such an agent, or (iii) act on behalf of or represent the other Party in any manner, or for any purpose.
1.2.2 Unless agreed otherwise in writing by BikesBooking.com or save as set out otherwise in this Agreement, the Affiliate shall not publish anywhere on the Affiliate Website(s) any statement, either express or implied, that the website is part of, endorsed by, or an official website of BikesBooking.com.
2. SCOPE OF THIS AGREEMENT
2.1 Non-exclusivity
Subject to the terms and conditions of this Agreement, the Affiliate shall operate as a non-exclusive distributor (affiliate) of BikesBooking.com.
2.2 Service
2.2.1 For the term of this Agreement, Parties have agreed that the Service shall be made available by BikesBooking.com to the Affiliate as set out in Affiliate Partner Registration Form (i.e. Link, or Micro Site) and on the website(s) as set out in Affiliate Partner Registration Form (i.e. the Affiliate Website(s)).
2.2.2 When a booking is made by a visitor on or through the Affiliate Websites through the System, BikesBooking.com shall be solely responsible for the transmit of the relevant reservation details from the visitor who completed a booking to the Rental company (e.g. the date of arrival, number of days, bike type, and rental rate, renter name, address and credit card details) and (sending of) the subsequent (email) confirmation to the Renter.
2.2.3 The Service shall include customer services to and for the benefit of the Renter. The Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Service, (the consummation of) the booking (including any amendment or cancellation of the booking), the Rental comapny and all other relevant (payment) issues, complaints and questions directly to (the customer service center of) BikesBooking.com and not provide any further services in this respect.
2.2.4 The offer of the Service through Micro Site do not include the following features: temporary tests on BikesBooking.com (other than the "test rental company" made available for the Affiliate Website(s)), reviews and such other (new) features as BikesBooking.com at its sole discretion may determine.
2.3 Link or Micro Site
2.3.1 In the event that the Service is made available through the Link, the Affiliate shall at its own costs integrate and make the Link available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Website(s) as mutually agreed upon by Parties.
2.3.2 In the event that the Service is made available through the Micro Site, the Affiliate shall at its own costs integrate and make the Connections and/or the Micro Site available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Website(s) as mutually agreed upon by Parties.
3. LICENSE
3.1 Mutual license
3.1.1 Subject to Clause 4.4, BikesBooking.com hereby grants the Affiliate a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to display such elements of the BikesBooking.com Data and such further information of the Rental companies on the Affiliate Website(s), all as provided or made available by BikesBooking.com to the Affiliate;
(b) to promote and market the Service subject to the terms set out in this Agreement.
3.1.2 The Affiliate hereby grants BikesBooking.com a royalty free and worldwide right and license:
(a) to incorporate, integrate, include an
