This agreement sets out the terms and conditions that apply to an individual or
an entity's participation in the Globelink's affiliate program (the "Affiliate
Program"). References to "You" mean you, the individual or entity
applying to be part of the affiliate program. This is a legal agreement between
You and Globelink.
1. Joining the Affiliate Program
To begin the application process you will submit the application form displayed
at our website. We will evaluate your application and then notify you of our
decision whether we accept or reject your application. If your application has
been approved, you will receive from us an email containing your username and
password. This will enable you to access your “Agent Account” which
contains all the information you may require to activate our affiliate program.
We reserve the right to terminate this Agreement if having accepted your application
your referring website is subsequently deemed by us to be unsuitable for the
Program.
2. Links to Globelink’s Website
"Links" are hypertext links from the web site that You designate on
your completed Application ("Your Website") to Globelink web site
located at www.globelink.uk.com (the "Globelink Website") provided
by Globelink to You. Links include, but are not limited to, banner advertisements
and text links. These links are collectively referred to in this Agreement as
"Links," or individually as a "Link." Subject to the terms
and conditions of this Agreement, You may display these Links on your site but
You may not modify or change them without Globelink's written approval, which
may be withheld at its sole discretion. In using the Links, You agree that You
will cooperate fully with Globelink in order to establish and maintain such
Links or Link. Globelink has the right in its sole discretion to monitor your
site at any time, and from time to time, to determine if You are in compliance
with the terms of this Agreement. Globelink will provide with each Link a specially
formatted tracking code unique to You with instructions on how to place the
link onto your website. It is up to You to follow the instructions provided
with each Link. To ensure proper tracking of your Link, the tracking code cannot
be modified or changed. Each Link provided by Globelink to You has been formatted
so that Globelink may track referrals from Your Website. Any modification to
the tracking code will result in lost Referral Fees.
3. Affiliate Referral Fees
1. Amount of Referral Fees: Globelink will pay You a Referral Fee for each applicant
(other than You, your employees, officers, directors, agents and affiliates
and immediate family members of any of the above) who: (i) follows a Link from
Your Website to the Globelink Website and (ii) prior to leaving the Globelink
Website places an order for travel insurance. The amount of the Referral Fee
paid by Globelink to You will be determined in accordance with the Affiliate
Payout Schedule, as detailed in your personal on-line account, and defined below.
Referral Fees will not be paid for incomplete Customer Orders completed by any
applicant who arrived at the Globelink Website other than through a Link, even
if that applicant previously had used a Link to arrive at the Globelink Website.
Notwithstanding the foregoing, no Referral Fees shall be earned if You are in
breach of this Agreement.
An order received does not become liable for payment of commission to you until
the customer's payment has been cleared. Commissions on any refunds to or cancellations
by customers will be deducted from your affiliate commission payment. We are
solely responsible for the tracking of customers from the referring website
and will use our best endeavours to ensure this is done on a timely basis and
in an accurate manner. We will be responsible for all aspects of order processing
and fulfilment and further we reserve the right to reject orders that do not
comply with any requirements that we periodically establish. We will also be
responsible for customer service, cancellations, processing payments and reporting
sales activity to you as we see fit.
2. Affiliate Payout Schedule: "Affiliate Payout Schedule" means
the schedule identifying the payment that will be made to You (and other participants
in the Affiliate Program) in exchange for referrals, as set forth on the Globelink
Website. The Affiliate Payout Schedule may be changed by Globelink from time
to time. Although Globelink may notify You when it revises the Affiliate Payout
Schedule, it is not required to do so. Changes to the Affiliate Payout Schedule
are effective once posted. You are advised to review your personal Affiliate
Payout Schedule periodically, accessible from your on-line account.
3. Payment of Referral Fees: Globelink will pay to You all accrued Referral
Fees within thirty (30) days following the end of each calendar month as long
as Referral Fees exceed £50.00. If the amount of commission payable to
you in respect of any month is less than £50.00 the amount payable to
you will be carried forward and added to the amount payable to you in respect
of the following month(s) until the total amount payable is at least £50.00.
4. Reporting
1. Monthly Reporting: You will have access to real-time reports, traffic volumes,
and revenue by accessing your on-line account at http://www.globelink.uk.com/affiliates
5. Your Responsibilities
1. Technical Operations: Except as set forth herein, as between Globelink and
You, You are solely responsible for the development, operation, and maintenance
of Your Website. Globelink shall have no responsibility for the development,
operation, and maintenance of Your Website or for materials that appear on Your
Website.
2. Your Website and Content: You are responsible for ensuring that: (i) materials
posted on your website do not violate or infringe upon the rights of any third
party (including, for example, copyrights, trademarks, privacy, or other personal
or proprietary rights); and (ii) materials posted on your website are not libelous
or otherwise illegal. You must have express permission to use another party's
copyrighted or other proprietary material. Globelink will not be responsible
if You use another party's copyrighted or other proprietary material in violation
of the law. If Globelink suffers losses as a result of Your wrongful use of
another party's proprietary material or intellectual property, You will indemnify
and hold Globelink harmless from all such losses (including, without limitation,
attorneys' fees and expert witness fees).
You must comply with, and Your Website must not violate, any and all local,
state, national or international law, regulation or treaty as well as any privacy
policy that you post on Your Website. You are solely responsible for the content
and materials that you post on Your Website including, but not limited to, ensuring
that they:
- do not violate any local, state, national or international law, statute, regulation,
rule or treaty;
- are not inappropriate, profane, defamatory, infringing, obscene, indecent
or unlawful;
- do not contain viruses, Trojan horses, worms, time bombs or any other harmful
code;
- do not violate or infringe upon the intellectual property, industrial and
other proprietary rights of any third party; and
- do not include any content that may damage Globelink’s reputation or
goodwill.
3. Conduct: You agree not to:
- breach or attempt to breach the security or authentication measures employed
by Globelink or its suppliers in respect of the Globelink Web;
- provide false information to Globelink and/or act or attempt to act in any
false, misleading or illegal manner;
- disrupt or interfere with another individual's or entity's participation in
the Affiliate Program;
- offer any individual or entity any incentive (including without limitation,
any payment, rebate, discount or other benefit) to use any Link and complete
a Customer Form;
- attempt to artificially increase the Referral Fees earned by, or payable to,
You;
- use controversial marketing techniques including, but not limited to, sending
commercial e-mail, bulk e-mailing, newsgroup postings or chat room discussions;
or
- commit any act that may damage Globelink's reputation or goodwill.
Any violation of this Section or of the accepted norms of the Internet community
shall constitute a material breach of this Agreement. In the event of a material
breach of this Agreement, Globelink shall have the right to immediately terminate
this Agreement. No Referral Fees shall be earned by You for any period in which
You are in breach of this Agreement. Further, in the event that you are in breach
of this Agreement, Globelink shall have the right to withhold all unpaid Referral
Fees earned prior to such breach. Termination or waiver thereof shall in no
way constitute a waiver of any other Section of this Agreement.
6. Intellectual Property Rights
1. Ownership of Content: As between Globelink and You, Globelink shall retain
complete ownership and control of the Globelink Website, including without limitation,
any content contained thereon.
2. Ownership of User Data: Globelink shall retain complete ownership and control
of all information that Globelink collects through the Globelink Website.
3. Globelink Licence: Globelink grants You a non-exclusive, non-transferable,
revocable right to use the Links and other materials made available to You by
Globelink ("Licenced Materials") during the term of this Agreement,
in conjunction with Your Website, in accordance with the terms and conditions
of this Agreement and any guidelines for Your use of the Licenced Materials
that may be provided by Globelink from time to time. You may use the Licenced
Materials solely for the following purposes: (1) identifying Your Website as
a participant in the Affiliate Program; and (2) providing Links to the Globelink
Website from Your Website.
4. Acknowledgement; Restrictions: You acknowledge that the Licensed Materials
may contain trademarks, trade names, service marks, characters or logos owned,
controlled, or licenced by Globelink or by any affiliate of Globelink (collectively,
the "Globelink Marks") and agree that: (i) You shall not use the Globelink
Marks in a manner likely to diminish their commercial value; (ii) You shall
not permit any third party to use the Globelink Marks; (iii) You shall not use
or permit the use of any mark, name, or image likely to cause confusion with
the Globelink Marks; (iv) all goodwill associated with any use of the Globelink
Marks shall inure to Globelink; (v) the Globelink Marks are and shall remain
the sole and exclusive property of Globelink; and (vi) nothing in this Agreement
shall confer in You any right of ownership in the Globelink Marks, and You shall
not make any representation to that effect, or use the Globelink Marks in a
manner that suggests that such rights are conferred. You agree not to register
or attempt to register any brand, names, marks, or other elements of the Links,
the Licenced Materials or the Globelink Marks as a trademark, service mark,
Internet domain name, trade name, or any similar trademarks or name, with any
domestic or foreign governmental or quasi-governmental authority.
5. Third Party Property: All images, trademarks, service marks, product names,
company names or logos appearing on the Globelink website are the property of
their respective owners. Any use of such materials, other than the Licenced
Materials, including the reproduction, modification, distribution or republication
of same, without the prior written permission of the applicable owner, is strictly
prohibited.
6. Reservation of Rights: All other rights in Licenced Materials are reserved
by Globelink. Globelink reserves the right to review any approved use of the
Licenced Materials and to require changes in such further use, and You agree
to immediately comply with any such requirements. In the event that Globelink,
at any time and for any reason or no reason, requests in writing that You stop
using any Licenced Material, You shall promptly comply with such request.
7. Affiliate Licence: You agree that Globelink may list You as a participant
in the Affiliate Program. You must provide Globelink with a logo or other trademark
(an "Affiliate Mark") to be used in conjunction with any such listing.
By doing so, you grant Globelink a non-exclusive, non-transferable, revocable
right to use that Affiliate Mark when listing participants in its Affiliate
Program and for no other purpose. You hereby grant to Globelink a non-exclusive,
non-transferable, worldwide, royalty-free licence to use Your trade names, logos,
trademarks and service marks listed on Your Enrollment Form on the Globelink
website.
7. Confidentiality
"Confidential Information" means all information and materials provided
by Globelink to You, which: (i) are designated in writing, as confidential at
the time of disclosure, or (ii) if disclosed orally or visually, are designated
in writing, as confidential, within thirty days of disclosure, or (iii) if a
reasonable person, having regard to the circumstances, would regard such as
confidential. All Confidential Information provided is provided on an "AS
IS" basis, and Globelink makes no representation or warranty with respect
to it. Without limiting the foregoing, representations and warranties with respect
to its accuracy, completeness or non-infringement of trade-marks, patents, copyrights
or any intellectual property rights or other rights of third persons are specifically
excluded. You will use the Confidential Information only for the purpose of
fulfilling your obligations under this Agreement and only in accordance with
this Agreement and will not use, manipulate or exploit the Confidential Information
in any other manner or disclose it to any third party.
8. Non-Exclusivity
1. By accepting this agreement, You acknowledge and agree that Globelink may
operate one or more websites that are competitive with Your Website. The parties
hereby acknowledge and agree that the rights granted hereunder are not exclusive
and Globelink shall have the right at all time to grant the same or similar
rights to other parties.
9. Term and Termination
1. Term: The term of this Agreement (the "Term") will begin once Globelink
has sent to You notice that You have been accepted in the Affiliate Program
and will continue for a period of twelve (12) months thereafter unless earlier
terminated, renewed or extended in accordance with the terms of this Agreement.
2. Automatic Renewal: This Agreement will renew automatically for successive
six-month periods unless either party gives written notice to the other party
of its intent not to renew no less than thirty (30) days prior to the end of
the previous term.
3. Termination. Globelink or You may terminate this Agreement at any time, with
or without cause upon notice. Either party may terminate this Agreement if the
other party makes an assignment of assets for the benefit of creditors, or commences
or has commenced against it any proceeding in bankruptcy, insolvency or reorganization
pursuant to applicable bankruptcy laws or debtor's moratorium. While you are
in breach of this agreement you are not entitled to earn or accrue referral
fees.
10. Warranties and Limitation of Liability
1. Affiliate Warranties: You hereby represent and warrant that: (i) You have
full power, legal right and authority to enter into this Agreement, and to do
all acts and things and execute and deliver all other documents as are required
hereunder to be done, observed or performed by it in accordance with its terms;
(ii) You have taken all necessary corporate action to authorize the creation,
execution, delivery and performance of this Agreement; (iii) this Agreement
including your completed Enrollment Form, if accepted by Globelink, constitutes
a valid and legally binding obligation of You enforceable against You in accordance
with its terms, subject only to applicable bankruptcy, insolvency and other
similar laws affecting the enforceability of the rights of creditors generally;
(iv) Your Enrolment Form was, when submitted to Globelink, and continually since
then, true and accurate; and (v) You and Your Website are in compliance with
all applicable laws, statutes, rules or regulations (local, state, national
or international).
2. Limitation of Liability and Damages. We shall not be liable for indirect,
special, or consequential damages, loss of revenue, profits or data arising
in connection with this Agreement or the Program, even if we have been advised
of the possibility of such damages. We make no representation, warranty or guarantee,
express or implied as to the effectiveness or profitability of this Program.
We make no guarantee or representation that the operation of our site will be
uninterrupted or error-free and we will not be liable for the consequences of
any interruptions or error.
11. Indemnification
1. You agree to indemnify and hold Globelink and its employees, directors, agents,
suppliers or subcontractors harmless from any and all claims, suits, losses,
damages and expenses (including legal fees and expenses) incurred in connection
with any claims, demands and other liabilities asserted against any of them
as a result of You using the Licensed Materials or any breach by You of any
provision of this Agreement.
12. Modifications to this Agreement
From time to time, Globelink may, in its sole discretion, modify any of the
terms and conditions contained in this Agreement by posting the revised version
to the Globelink website. You are advised to check the Globelink website periodically.
If the revised version of this agreement is unacceptable to you, your only recourse
is to terminate this agreement. Your continued participation in the program
following our posting of a revised agreement on the Globelink website will constitute
acceptance of the change.
13. General Provisions
1. Independent Contractors: The parties are entering this Agreement as independent
contractors, and this Agreement will not be construed to create a partnership,
joint venture or employment relationship between them. Neither party will represent
itself to be an employee or agent of the other or enter into any agreement on
the other's behalf of or in the other's name.
2. Compliance; Taxes; Expenses: In its performance of this Agreement, each party
will comply with all applicable laws, regulations, orders and other requirements,
now or hereafter in effect, of governmental authorities having jurisdiction.
Without limiting the generality of the foregoing, each party will pay, collect
and remit such taxes as may be imposed with respect to any compensation, royalties
or transactions under this Agreement. Except as expressly provided herein, each
party will be responsible for all costs and expenses incurred by it in connection
with the negotiation, execution and performance of this Agreement.
3. Force Majeure: Neither Globelink or You will be liable for, or will be considered
to be in breach of or default under this Agreement on account of, any delay
or failure to perform as required by this Agreement as a result of any causes
or conditions that are beyond such party's reasonable control and that such
party is unable to overcome through the exercise of commercially reasonable
diligence. If any force majeure event occurs, the affected party will give prompt
written notice to the other party and will use commercially reasonable efforts
to minimize the impact of the event.
4. Notices: Any notice given pursuant to this Agreement shall be in writing.
Notices sent to You will be sent by e-mail to the contact listed on Your Application.
Notices sent to Globelink will be sent to: affiliates@Globelink.com. Once sent
by e-mail, notices are deemed to be received on the following business day.
Either party may designate a different e-mail address by notice to the other
given in accordance herewith.
5. Assignment: You may not assign this Agreement, by operation of law or otherwise,
without Globelink's prior written consent. Subject to that restriction, this
Agreement will be binding on, inure to the benefit of, and enforceable against
the parties and their respective successors and assigns. Globelink's failure
to enforce your strict performance of any provision of this Agreement will not
constitute a waiver of Globelink's right to subsequently enforce such provision
or any other provision of this Agreement.
6. Waiver: The failure of either party to enforce any provision of this Agreement
will not constitute a waiver of the party's rights to subsequently enforce the
provision.
7. Entire Agreement; Severability: If accepted by Globelink, this Agreement
including your completed Application represents the entire Agreement between
the parties with respect to the subject matter hereof and supersedes any previous
or contemporaneous oral or written agreements regarding such subject matter.
Each provision of this Agreement is independent of and severable from each other
provision. If any provision of this Agreement is found to be unenforceable or
invalid, the remaining provisions of this Agreement shall remain valid and enforceable.
8. Law applicable to this contract. This Agreement will be governed by the laws
of England.
9. Headings: The headings and subheadings in this Agreement are for reference
only, and shall not affect the interpretation of this Agreement.
The Selling and Administration of general insurance is a regulated activity
under the Financial Services Act and it is therefore very important that you
do not become directly involved in providing advice to any potential client.
This agreement entitles you to act as a marketing company for the website of
Globelink International Travel Insurance Consultants Ltd. Who are Authorised
and Regulated.
