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Terms & ConditionsThe following TourGuideMiKE, L.L.C. ("TourGuideMiKE ") Internet
Affiliate Agreement ("Agreement") contains the complete terms
and conditions that will apply to you as a participant in the TourGuideMiKE
Internet Affiliate Program if all three of the following conditions are
met: (1) you read and agree to the terms and conditions of the Agreement
and indicate your acceptance of the terms and conditions of the Agreement
by clicking "I Agree" at the end of the Agreement; (2) you apply
to become an Internet Affiliate of TourGuideMiKE; and (3) TourGuideMiKE
accepts your application.
To begin the enrollment process, you will need to read the terms and conditions of this TourGuideMiKE, L.L.C. ("TourGuideMiKE") Internet Affiliate Agreement ("Agreement"). If you agree with all of the terms and conditions of this Agreement, you may indicate your acceptance of the terms and conditions by clicking "I Agree" at the end of this Agreement at which time you will be linked to the TourGuideMiKE Internet Affiliate Application ("Application"). Once you submit a complete Application, TourGuideMiKE will evaluate your application in good faith and notify you of its acceptance or rejection of your application in a timely manner. TourGuideMiKE may reject your application if it determines, in its sole
discretion, that your web site is not suitable for its Internet Affiliate
Program ("Program") for any reason, including, but not limited
to, inclusion of content that is in any way unlawful, harmful, threatening,
defamatory, violent, sexually explicit, obscene, harassing, or racially,
ethically, or otherwise objectionable. If TourGuideMiKE accepts your Application,
then you may become a participant in the Program ("Participant").
As a Participant in the Program, TourGuideMiKE will make available graphic
and textual links (referred to herein as "Links" or individually
as a "Link") which, subject to the terms and conditions of this
Agreement, you may display on your web site. The Links are available through
TourGuideMiKE's reporting site at "tourguidemike.com/affiliates".
The Links will identify your web site as a Participant in the Program
and will establish a link from your web site to the TourGuideMiKE site.
TourGuideMiKE will: A. Provide all information necessary to allow you to make appropriate Links from your web site to the TourGuideMiKE site. B. Be solely responsible for all aspects of processing orders and fulfillment of orders placed on the TourGuideMiKE site by a customer following a Link from your web site, including, but not limited to order entry, payment processing, shipping, cancellations, returns and related customer services. TourGuideMiKE reserves the right, in its sole discretion, to reject orders. C. Be solely responsible for tracking the volume and amount of sales
placed on the TourGuideMiKE site that are generated by your web site,
and for providing information to you regarding sales statistics. D. Provide a discount (to be determined upon mutual agreement) to customers
when they meet the conditions set forth in 6.A. through 6.C. As a Participant, you agree: A. You will cooperate fully with TourGuideMiKE in order to establish
and maintain any Links placed on your web site. In order to permit accurate
tracking and reporting, you will be solely responsible for ensuring that
Links from your web site to the TourGuideMiKE site are properly formatted.
B. You will cooperate fully with TourGuideMiKE in order to avoid placing
the Links in close proximity to the links of, or any other reference to,
another entity who is a direct competitor of TourGuideMiKE. C. You will not buy or encourage others to buy goods sold on the TourGuideMiKE
site via the Links on your web site for subsequent resale. D. TourGuideMiKE, at its sole discretion, may monitor your web site at
any time to determine if you are in compliance with the terms and conditions
of this Agreement. E. The Links will in no way affect or alter the look, feel, or functionality
of the TourGuideMiKE site.
As an affiliate of TourGuideMiKE, L.L.C., you agree to the following: A. You will not purchase through any pay per click or search engine listing
or request any derivative of the TourGuideMiKE name including, but not
limited to, "TGM", "Tour Guide Mike", "TourGuideMiKE",
or "TourGuide Mike", regardless of case. B. You will not purchase through any pay per click or search engine listing
or request any derivative of the phrase "Automated Vacation Planner"
including, but not limited to, "AVP", "Automated Vacation
Planner", "Automated Planner" or any derivatives included
under 5.A. of this agreement. "Vacation planning" is excluded
as a derivative for purposes of this agreement. C. You will not place any of the terms included in 5.A. and/or 5.B. in
titles or meta tags on your site in an effort to gain high search engine
positioning for these terms.
As a Participant, in exchange for your establishing a Link on your web
site, you may earn fees as set forth in this Section 6. Sales of goods
on the TourGuideMiKE site via a Link from your web site will qualify for
fees when all of the following conditions are met: A. Goods are sold by TourGuideMiKE on the TourGuideMiKE site; B. Goods are purchased by customers linking to the TourGuideMiKE site
from your web site through a Link; and, C. TourGuideMiKE has received payment in full for the goods. Fees will be an agreed upon percentage of the purchase price less discounts
and fees, defined as "Net sales". "Net sales" shall
mean the total amount actually paid to TourGuideMiKE for qualifying purchases
(excluding shipping and handling and taxes) less discounts and fees and
less a reserve for returns and allowances. The reserve for returns and
allowances shall be the Internet returns and allowances percent of TourGuideMiKE's
Internet sales for the corresponding calendar quarter. The fees paid pursuant
to this Agreement are for use by you only and may not be transferred or
in any manner passed on to any third party unless expressly authorized
in writing by TourGuideMiKE.
TourGuideMiKE will send fee checks, less any taxes required to be withheld
by law, approximately thirty (30) days after the end of every month. If
total fees due to you at the end of the month (based on the qualifications
set forth in Section 6 herein) do not exceed twenty-five dollars ($25),
TourGuideMiKE will carry the balance over to the next month.
You will be given a password, which will allow you to access a password-protected
web site at "tourguidemike.com/affiliates" to receive sales
statistics applicable to your web site as a Participant in the Program.
All information available at "tourguidemike.com/affiliates"
is confidential and subject to the confidentiality terms and conditions
set forth in Section 17, herein.
Customers purchasing goods through the Program will be deemed customers
of TourGuideMiKE. All rules, policies, terms, conditions and operating
procedures concerning customer orders, customer service, and TourGuideMiKE
sales will apply to these customers. TourGuideMiKE may change its policies
and operating procedures, including pricing, at any time. TourGuideMiKE
will determine, in its sole discretion, the prices to be charged for goods
sold on the TourGuideMiKE site in accordance with its own pricing policies.
You shall not include price information on your web site unless pricing
information is made available on Links provided by TourGuideMiKE. Prices
and availability of goods sold via the TourGuideMiKE site may vary from
time to time. TourGuideMiKE will use commercially reasonable efforts to
present accurate information, but it cannot guarantee the availability
or price of any particular product.
TourGuideMiKE grants to you a non-exclusive, non-transferable, revocable
right to (i) access the TourGuideMiKE site through the Links solely in
accordance with the terms of this Agreement and (ii) use the TourGuideMiKE
marks and logos only in the forms that they appear on the tourguidemike.com/affiliates
site (the "Marks") solely in connection with such Links and
only as permitted herein. You may not alter, modify, or change the Marks
in any way. You are only entitled to use the Marks to the extent that
you are a Participant in the Program. You cannot make any use of any Marks for purposes other than the Links
without first submitting a sample to TourGuideMiKE and obtaining TourGuideMiKE's
prior written consent. You agree that you will not in any way dispute,
or do anything to impair the validity of TourGuideMiKE's or TourGuideMiKE's
affiliates' rights in the Marks and TourGuideMiKE's or TourGuideMiKE's
affiliates' ownership and right to use and control the use of the Marks.
You further agree that all use of the Marks by you shall inure to the
benefit of and on behalf of TourGuideMiKE and its affiliates and agree
that nothing in this Agreement shall give you any right, title or interest
in the Marks other than to use the Marks in connection with this Agreement.
You agree not to use the Marks in any manner that is disparaging or that
otherwise portrays TourGuideMiKE or its affiliates in a negative light.
TourGuideMiKE may revoke your license at any time by giving you written
notice. This license shall terminate upon the effective date of the expiration
or termination of this Agreement. You grant TourGuideMiKE a non-exclusive license to utilize your names,
titles, and logos ("Participant Marks") to advertise, market,
promote, and/or publicize in any manner, provided however that TourGuideMiKE
shall not be required to do so. This license shall terminate upon the
effective date of the expiration or termination of this Agreement.
You will be solely responsible for the development, operation, and maintenance
of your web site and for all materials that appear on your web site. Such
responsibilities include, but are not limited to, the technical operation
of your web site and all related equipment; the accuracy and propriety
of materials posted on your web site (including but not limited to, TourGuideMiKE
related materials); ensuring that materials posted on your web site do
not violate or infringe upon the rights of any third party and are not
libelous or otherwise illegal. TourGuideMiKE disclaims all liability for all such matters. Further,
you will indemnify and hold harmless TourGuideMiKE and its affiliated
entities, their respective partners, officers, directors, agents and employees,
and their respective heirs, administrators, executors, successors and
assigns, from and against any and all claims, demands, obligations, causes
of action and lawsuits and all damages, liabilities, fines, judgments,
penalties, costs (including the payment of reasonable attorneys' fees
and disbursements), relating to the development, operation, maintenance,
and contents of your web site. You hereby agree that your web site will not, in any way, copy or resemble
the look and feel of the TourGuideMiKE site nor will you do anything to
create the impression that your web site is the TourGuideMiKE site or
a part of the TourGuideMiKE site. You also hereby agree that you will
not frame the TourGuideMiKE site in any manner including without limitation
causing your web site's tool bar to appear on the TourGuideMiKE site.
You further hereby agree that your web site will not contain any content
of the TourGuideMiKE site or any materials which are proprietary to TourGuideMiKE
except with the prior written permission of TourGuideMiKE or except materials
obtained by you via tourguidemike.com/affiliates site in accordance with
the provisions in this Agreement or the policies or instructions of TourGuideMiKE
relative thereto. You further agree that your domain name does not and
will not contain "TourGuideMiKE", or any variation thereof.
You also agree that your domain name does not and will not contain the
names of, or any variation of the names of, TourGuideMiKE's affiliated
entities.
The term of this Agreement will begin upon acceptance of your application
by TourGuideMiKE and will end immediately when terminated by either party.
Either party may terminate this Agreement at any time, with or without
cause, by giving the other party written notice of termination. If TourGuideMiKE accepts your application, you will be provided with
an address for notice purposes. The contact information you provide on
your application will serve as your notice information. If TourGuideMiKE
terminates this Agreement or notifies you of a breach by you, you shall
be required to remove all Links, and any other information regarding TourGuideMiKE
or its affiliated entities, within twenty-four (24) hours of receipt of
notice and TourGuideMiKE may take all actions necessary to disable your
participation in the Program. You are only eligible to earn fees on sales incurred during the term
of this Agreement, and fees earned through the date of termination will
remain payable only if the related orders are not cancelled or returned.
TourGuideMiKE may withhold your final payment for a reasonable time to
ensure that the correct amount is paid.
TourGuideMiKE reserves the right to modify any terms and conditions of
this Agreement at any time. You will be notified by e-mail and a change
notice will be posted in the Affiliate Resource Center. Modifications
may include, but are not limited to, changes of the scope of available
fees, fee schedules, payment procedures, and Participant rules. If any
modification is unacceptable to you, your only recourse and sole remedy
is to terminate this Agreement. Your continued participation in the Program
following the posting of a change notice or new agreement by TourGuideMiKE
in the Affiliate Resource Center will constitute your binding acceptance
of the change.
For purposes of this Agreement, "Internet Affiliate" does not
mean a subsidiary, parent or sibling corporation of TourGuideMiKE. The parties to this Agreement are independent contractors and nothing
in this Agreement or in promotional terminology will create any partnership,
joint venture, agency, franchise, sales representative, or employment
relationship between the parties nor shall it grant either party any authority
to assume or to create any obligations on behalf of or in the name of
the other. TourGuideMiKE shall not be liable or responsible for the acts, omissions
or liabilities of you. In no event will you take actions that would expressly
or impliedly create the impression that you are an employee or agent of
TourGuideMiKE or its affiliated entities. You will have no authority to make or accept any offers or representations
on behalf of TourGuideMiKE. You will not make any statement, whether on
your web site or otherwise, that reasonably would contradict anything
in this Section.
TourGuideMiKE makes no express or implied warranties or representations
with respect to the Program or any goods sold on the TourGuideMiKE site
(including without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of course of performance,
dealing, or trade usage). In addition, TourGuideMiKE makes no representation
that the operation of the TourGuideMiKE site will be uninterrupted or
error free, and TourGuideMiKE will not be liable for the consequences
of any interruptions or errors.
You hereby represent and warrant to us as follows: You will use the Links only as authorized hereunder. This Agreement has
been duly and validly executed and delivered by you and constitutes your
legal, valid, and binding obligation, enforceable against you in accordance
with its terms. The execution, delivery, and your performance of this Agreement, and
your consummation of the transactions contemplated hereby will not, with
or without notice, lapse of time, or both, conflict or violate any provision
of law, rule, or regulation to which you are subject; any provision of
your by-laws or certificate of incorporation; or any agreement or other
instrument applicable to you or binding upon your assets or properties.
You are the sole and exclusive owner of the Participant Marks and have
the right and power to grant TourGuideMiKE the license to use the Participant
Marks in the manner contemplated herein, and such grant does not and will
not breach, conflict with, or constitute a default under any agreement
or other instrument applicable to you or binding upon your assets or properties;
or infringe upon any trademark, trade name, service mark, copyright, or
other proprietary right of any other person or entity. No consent, approval, or authorization of, exemption by, or filing with
any governmental authority or third party is required in connection with
the execution, delivery, and performance of this Agreement or any other
action taken by you. To the best of your knowledge, there is no pending threatened claim,
action, or proceeding against you, or any affiliate of yours with respect
to the execution, delivery, or consummation of this Agreement, or the
Participant Marks. To the best of your knowledge, there is no basis for
any such claim, action, or proceeding. You are an adult of at least 18 years of age. Your web site is available within the United States.
Each of the parties hereto agrees that all information including, without
limitation, the terms of this Agreement, business and financial information,
product designs, customer and vendor lists; and pricing and sales information,
concerning TourGuideMiKE, its affiliated entities, or you shall remain
strictly confidential and secret. Such information shall not be utilized,
directly or indirectly by such party for its own business purposes or
for any other purpose except and solely to the extent that any such information
is generally known or available to the public through a source or sources
other than such party hereto or its affiliated entities.
TOURGUIDEMIKE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OR REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION
WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF TOURGUIDEMIKE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF
TOURGUIDEMIKE ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL
NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless TourGuideMiKE and its
affiliated entities, and their respective directors, officers, employees,
agents, partners, and their respective heirs, administrators, executors,
successors and assigns, from and against any and all claims, causes of
action, demands, obligations, lawsuits, liabilities, losses, damages,
fines, penalties, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees and disbursements) (any or all of the foregoing
hereinafter referred to as "losses") insofar as such losses,
or actions in respect thereof, arise out of or are based on: (i) any claim
that use of the Participant Marks by TourGuideMiKE infringes on any trademark,
trade name, service mark, copyright, license, intellectual property, or
other proprietary right of any third party; (ii) any failure or breach
of any representation, warranty, covenant, or agreement made by you herein;
(iii) any misuse of the Participant Marks; (iv) or any claim related to
your web site, including, without limitation, content therein not attributable
to TourGuideMiKE.
You acknowledge that you have read this Agreement and agree to all of
the terms and conditions in this Agreement. You understand that TourGuideMiKE
may at any time (directly or indirectly) solicit customer referrals on
terms that may differ from those contained in this Agreement or operate
web sites that are similar to or compete with your web site. You have
independently evaluated the desirability of participating in the Program
and are not relying on any representation, guarantee, or statement other
than as set forth in this Agreement.
TourGuideMiKE's performance pursuant to this Agreement is limited to
the State of Florida and any obligations hereunder to be performed by
it shall be exclusively within the State of Florida. This Agreement will
be governed by the laws of the United States and the State of Florida,
without reference to rules governing choice of laws. Any action relating
to this Agreement must be brought in federal or state courts located in
Orlando, Florida and you irrevocably consent to the venue and jurisdiction
of such courts.
TourGuideMiKE may sell, transfer, assign or otherwise dispose of any
or all of its rights or obligations under this Agreement, in whole or
in part, at any time and from time to time without notice to or the consent
of you. You may not sell, transfer, assign or otherwise dispose of any
or all of your rights or obligations under this Agreement in whole or
in part, without the prior written consent of TourGuideMiKE. Subject to
that restriction, this Agreement will be binding on, inure to the benefit
of, and be enforceable against the parties and their respective successors
and assigns. The failure of either party to exercise any of its rights
under this Agreement for a breach thereof shall not be deemed to be a
waiver of such rights or a waiver of any subsequent breach.
If any term or provision of this Agreement is invalid or unenforceable
under any statute, regulation, ordinance, order or other rule of law,
that term or provision shall be deemed modified or deleted, but only to
the extent necessary to comply with the statute, regulation, ordinance,
order or rule, and the remaining provisions of this Agreement shall remain
in full force and effect.
In the event it becomes necessary to commence a lawsuit to enforce or
otherwise give effect to the terms of this Agreement, the prevailing party
by reason of a final decision by an arbiter, judge or jury shall be entitled
to recover from the other party reasonable attorneys' fees and expenses
actually incurred by reason of the lawsuit.
This Agreement constitutes the entire contract between the parties relating
to the Program and cancels and supersedes all previous negotiations and
contracts, whether written or oral, between the parties relating thereto.
Any modification to this Agreement must be in writing and signed by both
parties. Terms contained in any reports, invoices, or other documentation
contrary to the terms of this Agreement shall not be valid and shall have
no application to TourGuideMiKE. BY CHECKING THE "I AGREE" BOX, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOUR APPLICATION IS ACCEPTED BY TOURGUIDEMIKE. faq | terms & conditions | contact us Copyright ©
2003, TourGuideMiKE, L.L.C. All Rights Reserved. We are not affiliated with the Walt Disney Company. |