BringFido Affiliate Operating Agreement
This is a valid and legally binding Affiliate Agreement ("Agreement") between you ("Affiliate") and BringFido ("Company"), which is owned and operated by Kendall Media, Inc. You must consent to the terms and conditions of this Agreement if you want to participate in the Company's Affiliate Program. This Agreement is not effective unless and until you consent to the terms of this Agreement by clicking the "I AGREE" button at the end of this Agreement and the Company approves you as an Affiliate as provided in Section II.
The following definitions shall apply to this Agreement.
(a) "Affiliate" refers to the person or entity entering into this Agreement with the Company.
(b) "Affiliate Application" refers to the form that you must complete and submit to the Company for consideration of your acceptance into the Affiliate Program.
(c) "Affiliate Program" refers to the affiliate program described in the Affiliate Agreement.
(d) "Affiliate Web Site" means the web site maintained by the Affiliate, approved by and on file with the Company, and accessible at the domain name(s) owned by the Affiliate.
(e) "Company Trademarks" means the trademarks, service marks, trade dress, trade names, and logos owned by, used by or applied for by the Company or any of its subsidiaries or related or affiliated entities, or the Properties in the BringFido Hotel Network. By way of example and without limitation, Company Trademarks include various word marks and design marks containing the words, alone or in combination with other words that are listed in Section 7, below.
(f) "Company Web Site" refers to BringFido.com and affiliated country-specific websites.
(g) "Customers" refer to persons or entities who book hotel rooms at BringFido through Tracking Links in Promotional Assets for hotel rooms on an Affiliate Web Site.
(h) "Link" refers to hyperlinks, hypertext, or any other method, connection or program that enables web users to directly access BringFido from any Affiliate Web Site.
(i) "Net Revenue" means the gross revenue actually generated from a Qualified Booking less actual costs (including, but not limited to, taxes and room charges, such as room service, mini-bar, valet, and goods and services charged by customers to the room).
(j) "Promotional Assets" refers to Company Trademarks, advertisements, and images (including, but not limited to, banner ads and buttons) selected by the Company for use by the Affiliate in promoting sales on the Affiliate Web Site.
(k) "Qualified Booking" refers to a booking that meets the following criteria: (1) the Customer books one or more hotel rooms online at BringFido; (2) the booking is generated through a click through on a Tracking Link by the Customer on the BringFido Promotional Assets on the Affiliate Web Site; and (3) the booking directly results in an actual paid hotel room stay by the customer and is not cancelled.
(l) "We," "us" and "Company" refers to BRINGFIDO.COM.
(m) "You" and "your" refers to the Affiliate.
2. APPLICATION TO AND ACCEPTANCE INTO AFFILIATE PROGRAM
(a) Becoming an Affiliate: To become an Affiliate of the Company: (1) you must fully and accurately complete and submit the Affiliate Application provided by the Company; (2) you must agree to the terms of this Agreement, including the Code of Conduct, by clicking "I AGREE" below; and (3) the Company must approve your Affiliate Application.
(b) Notification: The Company will notify you within five (5) days of receiving your Affiliate Application whether or not you have been accepted into the Affiliate Program. If the Company denies your Affiliate Application, this Agreement shall be null and void. If the Company does not notify you that your Affiliate Application has been approved within five (5) days after receipt of your Affiliate Application, your Affiliate Application shall be deemed denied.
(c) Company Approval: The Company reserves the right, in its sole and absolute discretion, to refuse to enter into this Affiliate Agreement with you.
3. INTELLECTUAL PROPERTY LICENSE
(a) Scope of License: Subject to the terms and conditions of this Agreement and effective upon acceptance into the Affiliate Program and for the duration of this Agreement, the Company hereby grants to the Affiliate a limited, non-exclusive, non-transferable license to use Promotional Assets for the sole purposes of: (1) linking to the Affiliate gateway web pages designated by the Company and in the manner prescribed by the Company; and (2) promoting BringFido on the Internet in a manner approved by the Company. All rights not expressly granted hereunder are reserved to Company.
(b) Acknowledgement of Ownership: You hereby acknowledge the Company's exclusive ownership of the Promotional Assets. You agree not to take any action inconsistent with the Company's ownership of the Promotional Assets. You agree that any benefits accruing from use of the Promotional Assets shall inure to the benefit of the Company. You agree not to adopt, use, apply for registration of, or claim rights in any Company Trademarks or any trademarks, service marks, logos, trade names or domain names that are confusingly similar to any of the Company Trademarks.
(c) Sublicensing: You shall not sublicense, assign or transfer any of the rights granted or licensed under this Agreement. Any attempt by the Affiliate to license, assign or transfer such rights absent the prior written approval of the Company is void and shall, at the Company's election, result in immediate termination of this Agreement without liability to the Company.
(d) Duration of the License: Affiliate shall only use the Promotional Assets during the period in which the Affiliate is a member in good standing of the Affiliate Program. This license will terminate immediately upon termination of this Agreement. The Company may revoke this license at any time and for any reason. Upon termination of this Agreement and/or revocation of this license, Affiliate shall immediately cease all use of the Promotional Assets.
4. USE OF PROMOTIONAL ASSETS
(a) General: Unless otherwise determined by the Company, Promotional Assets will be stored on the Company's server and you will be provided with tags or code to call up the Promotional Assets on the Affiliate Web Site. You shall not download or otherwise save the Promotional Assets in any form. You cannot use any Promotional Assets that have expired or are outdated. You cannot modify any Promotional Assets.
(b) Display Rules: You may display the Promotional Assets only on the Affiliate Web Site approved by the Company. You may display the Promotional Assets only in the form and in the size provided or prescribed by the Company. You may not modify or alter the Promotional Assets in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph, or otherwise distort the perspective or appearance of the Promotional Assets.
(c) Tags: The Company will provide you with the code necessary for displaying the Promotional Assets on the Affiliate Web Site, which, when clicked on, will enable Customers to book reservations for BringFido Properties and allow Company to track commissions that may be payable to you ("Tracking Links"). You must ensure that each of the links between the Affiliate Web Site and Company Web Site are Tracking Links; otherwise, commissions will not be tracked and recorded. We will not be liable to you for any lost commissions resulting from your failure to use Tracking Links or any technical problems that may occur.
(d) Ad Serving: The Company will provide you with the code necessary for displaying advertisements for BringFido on the Affiliate Web Site.
(e) Updating: The Company may update or revise Promotional Assets from time to time. You shall timely remove from the Affiliate Web Site any links to any Promotional Assets that have expired or are outdated or any broken links to Promotional Assets that have been removed from the Company's server.
(f) E-mail: In the event that you send commercial e-mail containing Promotional Assets to potential customers, you must do so using advertisements provided by the Company. Any reference to the Company must be reviewed and approved by the BringFido Affiliate Program Manager prior to being sent out.
(g) Monitoring of Affiliate Web Site: We have the right to monitor your site as we deem necessary to ensure compliance with this Agreement. If we decide, in our sole discretion, that you are not complying with this Agreement or are using the Promotional Assets in a manner objectionable to us, we may require you to make changes to the Affiliate Web Site to comply with our requirements or we may terminate this Agreement.
5. MAINTENANCE OF AFFILIATE WEB SITE; INDEMNIFICATION
6. PROHIBITED PRACTICES; FRAUD; SPAM
(b) Spam: If you send unsolicited commercial email that contain Promotional Assets or that refers or relates to the Company or BringFido Properties, you must ensure that you comply with the CAN-SPAM Act of 2003 (and any other applicable federal or state laws). In particular, when sending commercial email messages in the course of the Affiliate Program: (1) you must not use false or misleading header information; (2) you must not use deceptive subject lines; (3) you must prominently identify the email as an advertisement; (4) you must use a valid physical postal address in the email; (5) you must include an opt-out method; (5) you must cease sending email messages to any recipient who has opted out; and (6) the e-mail messages must clearly state that the messages are not generated by or for the Company or any BringFido Properties.
(c) Software Applications: You shall not use "loyaltyware" or any other software applications in connection with the affiliate program, including, but not limited to, those that provide rebates, incentives, cash-back or other consideration based on commissions generated through affiliate programs. We reserve the right to research and investigate the Affiliates and their activities and, at our own discretion, determine whether or not they are engaged in these practices. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions.
(d) Spyware and Other Parasites: You are prohibited from using spyware or parasitic software, or acting in concert with, in association with, or entering into any direct or indirect or formal or informal relationship with, any person or entity that uses spyware or any parasitic software in connection with the Affiliate Program.
(e) Forfeiture of Commissions; Attorneys' Fees: If you violate Trademark Restrictions or engage in any Prohibited Practice that directly or indirectly results in increased commissions paid to you or payable to you, this Agreement shall be terminated and you agree to: (1) forfeit to the Company any commissions that you received through the Affiliate Program; and (2) pay the Company for any attorneys' fees and costs it incurs in connection with investigating and establishing that you have engaged in such conduct and recovering commissions that you received through our program.
7. TRADEMARK RESTRICTIONS
Affiliates are prohibited from purchasing the following terms for use within paid search campaigns, ad copy, or domain names, including any misspellings or variations of the terms listed below:
BRINGFIDO.COM; BRING FIDO; ACCOR RESERVATIONS BRANDS; ALADDIN RESORT AND CASINO; ALASKAN AIRLINES; ALL SEASONS; AMERICAN AIRLINES; AMERIHOST; AMERISUITES ; ATLANTIS CASINO RESORT; AVALON BEVERLY HILLS; BALLY'S ATLANTIC CITY ; BALLY'S LAS VEGAS; BAYMONT HOTELS; BAYMONT INNS AND SUITES; BEACHES BOSCOBEL RESORT & GOLF CLUB; BEACHES NEGRIL RESORT & SPA; BEACHES RESORTS; BEACHES SANDY BAY; BEACHES TUKS AND CAICOS RESORT AND SPA; BEST WESTERN INTERNATIONAL; BREAKERS; BREEZES; BREEZES RESORTS; CAESARS ATLANTIC CITY ; CAESARS INDIANA ; CAESARS LAS VEGAS; CAMBRIA SUITES; CANDLEWOOD SUITES; CARLSON; CHAMBERLAIN; CHAMBERLAIN WEST HOLLYWOOD; CHOICE HOTEL BRANDS; CIRCUS CIRCUS RENO HOTEL CASINO; CLUBSPORT; COMFORT INNS; COMFORT SUITES; CONRAD HOTELS; CONRAD HOTELS (INTERNATIONAL); COPTHORNE HOTELS; COUNTRY INNS BY CARLSON; COURTYARD BY MARRIOTT; CROWNE PLAZA; DAYS INN; DISNEY BRANDS; DORINT; DOUBLETREE; DRURY HOTELS; ECONO LODGE; EL DORADO RENO; EMBASSY SUITES HOTELS; EXTENDED STAY AMERICA; FAIRFIELD INN; FAIRFIELD SUITES; FAIRMONT; FLAMINGO LAS VEGAS; GLOBAL CONEXTIONS; GLOBAL HYATT BRANDS; GRAND CASINO RESORT BILOXI ; GRAND CASINO RESORT TUNICA ; GRAND LIDO; GRAND LIDO RESORT & SPAS; GRANDE LAKES ; HAMPTON INN AND HAMPTON INNS & SUITES; HARRAH'S ATLANTIC CITY CASINO; HARRAH'S CHEROKEE CASINO; HARRAH'S COUNCIL BLUFFS CASINO; HARRAH'S JOLIET CASINO; HARRAH'S LAKE TAHOE CASINO; HARRAH'S LAS VEGAS CASINO; HARRAH'S LAUGHLIN CASINO; HARRAH'S NEW ORLEANS CASINO; HARRAH'S NORTH KANSAS CITY CASINO; HARRAH'S PHOENIX AK-CHIN CASINO; HARRAH'S PRAIRIE BAND CASINO; HARRAH'S RENO CASINO; HARRAH'S RINCON CASINO; HARRAH'S ST. LOUIS CASINO; HARVEYS LAKE TAHOE CASINO; HAWTHORN SUITES; HEDONISM; HEDONISM RESORTS; HILTON GARDEN INN; HILTON GARDEN INN (INTERNATIONAL); HILTON HOTELS; HILTON HOTELS (INTERNATIONAL); HILTON INTERNATIONAL BRANDS; HOLIDAY INN; HOLIDAY INN EXPRESS; HOMESTEAD STUDIO SUITES; HOMEWOOD SUITES BY HILTON; HORIZONS BY MARRIOTT; HORSESHOE CASINO BOSSIER CITY; HORSESHOE COUNCIL BLUFFS; HOTEL BLAKE; HOTEL BLAKE CHICAGO; HOTEL INDIGO; HOWARD JOHNSON; HYATT HOTELS; HYATT PLACE; HYATT SUMMERFIELD SUITES; HYATT VACATION CLUB; INTERCONTINENTAL; JOIE DE VIVRE HOSPITALITY; JURY'S DOYLE HOTELS (IRISH CHAIN); JW MARRIOTT HOTELS & RESORTS; KIMPTON HOTELS; KOR HOTEL; KOR HOTEL CHICAGO; KOR HOTEL LOS ANGELES; KOR HOTEL MIAMI; KOR HOTEL PALM SPRINGS; KOR HOTEL SANTA MONICA; KOR HOTEL SOUTH BEACH; KOR HOTELS; LA QUINTA; LANDMARK HOTEL LONDON; LAS VEGAS HILTON; LE MERIDIEN; LEISURE LINK; LUXURY INCLUDED; LUXURY RESORTS; MAISON 140; MAISON 140 BEVERLY HILLS; MARRIOTT; MARRIOTT CONFERENCE CENTERS; MARRIOTT EXECUSTAY; MARRIOTT EXECUTIVE APARTMENTS; MARRIOTT GRAND RESIDENCE CLUB; MARRIOTT MARQUIS; MARRIOTT REWARDS; MARRIOTT VACATION CLUB; MARRIOTT VACATION CLUB INTERNATIONAL; MELIA HOTELS; MERCURE; MILLENNIUM & COPTHORNE BRANDS; MILLENNIUM HOTELS; NEW ORLEANS GRAND PALACE HOTEL; NOVOTEL; OMNI; OMNI HOTELS; PALMS CASINO RESORT; PARADISUS RESORTS; PARIS LAS VEGAS; PARK INN; PARK PLAZA HOTELS AND RESORTS; QUALITY INNS; RADISSON HOTELS; RAMADA; RED LANE SPA; REGENT INTERNATIONAL HOTELS; RENAISSANCE HOTELS; RESIDENCE INN; RESORTQUEST HAWAII; RESORTQUEST MAUI; RIO ALL-SUITE HOTEL & CASINO; RIO LAS VEGAS; RITZ-CARLTON; ROOMS RESORTS; ROYAL PLANTATION; SAHARA HOTEL AND CASINO; SANDALS; SANDALS GRANDE ANTIGUA RESORT & SPA; SANDALS DUNNS RIVER VILLAGGIO GOLF RESORT & SPA; SANDALS GRANDE RIVERIA BEARCH AND VILLA RESORT IN OCHO RIOS; SANDALS GRANDE ST. LUCIAN SPA & BEACH RESORT; SANDALS HALCYON BEACH ST. LUCIA; SANDALS INN; SANDALS INN RESORT; SANDALS MONTEGO BAY RESORT; SANDALS NEGRIL BEACH RESORT & SPA; SANDALS OCHO RIOS; SANDALS REGENCY LATOC GOLF RESORT & SPA ST. LUCIA; SANDALS RESORTS; SANDALS RESORTS; SANDALS ROYAL BAHAMIAN SPA RESORT & OFFSHORE ISLAND; SANDALS ROYAL CARIBBEAN RESORT & PRIVATE ISLAND; SANDALS WHITEHOUSE EUROPEAN VILLAGE & SPA; SCANDIC HOTELS; SERALAGO HOTEL AND SUITES ; SHERATON CASINO & HOTEL (TUNICA); SHERATON HOTELS & RESORTS; SHOWBOAT CASINO; SLEEP INNS; SOFITEL; SOL HOTELS; SOL MELIA HOTELS & RESORTS BRANDS; SPRINGHILL SUITES; SPRINGHILL SUITES BY MARRIOTT; Starfish; Starfish Resorts; STARWOOD HOTELS & RESORTS; STAYBRIDGE SUITES; STELLARIS; SUITEHOTEL; SUMMERFIELD SUITES HOTELS; SUPER 8; SUPERCLUBS; SUPER-CLUBS; SUPERCLUBS RESORTS; SUPER-CLUBS RESORTS; THE RITZ-CARLTON CLUB; THE RITZ-CARLTON HOTEL COMPANY; TIDES MIAMI; TIDES SOUTH BEACH; TOWNEPLACE SUITES; TRAVELOCITY; TRAVELODGE; TRAVELODGE UK AND EUROPE; TRYP HOTELS; VENETIAN RESORT HOTEL CASINO; VICEROY; VICEROY PALM SPRINGS; VICEROY SANTA MONICA; W HOTELS; WEDDINGMOON; WESTIN HOTELS & RESORTS; WINGATE; WYNDHAM; WYNN CASINO
(a) Qualified Bookings: The Company will pay commissions to the Affiliate for Qualified Bookings and subject to the terms and conditions set forth in this Agreement. You will not earn commissions for Customers who book their rooms on BringFido if the booking was not completed through Tracking Links from the Affiliate Web Site or if the Customer canceled the reservation.
(b) Calculation of Commissions: The commission payable to the Affiliate shall be a $5.00 flat fee for a hotel stay arising from a Qualified Booking. The commission payable to 501(c)(3) Charitable Organizations participating in the Affiliate Program shall be a $5.00 flat fee for a hotel stay arising from a Qualified Booking.
(c) Payment of Commissions: Payments of commissions for Qualified Bookings are made at the end of the month following the date of the Customer's stay, not the date of the Qualified Booking. For example, for a Qualified Booking made in June for a hotel stay that takes place in July, the commission would be paid by the end of August. If your total commissions in any month are less than $50.00, those commissions will be held and sent to you in a commission check at the end of the next month in which your total earned commissions exceed $50.00. If your earned commissions do not exceed $50.00 during the term of this Agreement, you will not be entitled to payment of the commissions. You are required to provide a W-9 form or proof of 501(c)(3) status before you will receive commission payments. When this Agreement terminates, any commissions due at the time of termination will be paid at the end of the month following termination. If a Customer disputes or rejects room charges and we have already paid you a commission fee based on revenue, we will deduct the amount of the disputed commission from your next monthly commission fee payment. If there are no subsequent commission fees due to you, we will send you a bill for the amount of the disputed commission, and you agree that you will pay to Company the amount due within thirty (30) days of receipt.
(d) Limitations on Commissions: The Company will not pay commissions to you if: (1) the Customer's reservation cannot be tracked through the Tracking Links; (2) you disable, either intentionally or inadvertently, the Tracking Links; (3) the Qualified Booking does not occur; (4) there is a loss of data needed to calculate commissions or verify a Qualified Booking; (5) you have engaged in fraud, spam, or other Prohibited Practices; (6) the Agreement is terminated prior to the date of the Qualified Booking; (7) you do not provide a W-9 form or proof of 501(c)(3) status; or (8) you are not entitled to payment of the commissions as set forth in this Agreement.
9. OWNERSHIP AND CONFIDENTIALITY OF INFORMATION
(a) Ownership: Any information that you obtain from or compile through performance of this Agreement regarding the Affiliate Program, the BringFido Properties, the Company or its affiliated or related entities, Customers, Qualified Bookings, commissions, click through rates, marketing strategies or practices, or any other information that is not generally known or readily ascertainable through proper means shall be owned by the Company ("Acquired Information").
(b) Confidentiality: You agree not to use or disclose to others any Acquired Information for any purpose other than performance of this Agreement. You shall use reasonable measures to protect the security and secrecy of Acquired Information.
10. WARRANTIES AND REPRESENTATIONS
You represent and warrant that: (1) you will display the Promotional Assets in accordance with this Agreement and in a professional and tasteful manner, which shall be determined in Company's sole and absolute discretion; (2) you are not engaged in and will not engage in any of the Prohibited Practices during the term of this Agreement; (3) you have duly and validly executed this Agreement; (4) this Agreement constitutes a legal, valid and binding obligation and is fully enforceable against you; (5) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; (6) if you are a business entity, you are duly organized, validly existing and in good standing under the laws of your state of organization and have full power and authority to perform this Agreement; (7) the person executing this Agreement is an adult of at least 18 years of age; and (8) you will comply with the BringFido Code of Conduct.
We may modify any of the terms and conditions in this Agreement, and/or any of our policies and operating procedures at any time and from time to time, in our sole discretion. You will be notified by email of any modification to the terms and conditions to this Agreement and the updated Agreement will be posted on bringfido.com/affiliates. If the modification is not acceptable to you, you may terminate your continued participation in the Affiliate Program. Your continued participation in the Affiliate Program after modifications to the Affiliate Program are made constitutes your acceptance of the modifications.
The Company may terminate this Agreement at any time for any reason or no reason. You may terminate this Agreement at any time for any reason or no reason. This Agreement automatically terminates if you breach any provision of this Agreement. In the event of termination, you shall immediately remove the Promotional Assets from the Affiliate Web Site. Sections 3(b), 5, 8, 9, 10, 11, 13, 14, 17 and 18 of this Agreement shall survive the termination of this Agreement.
13. DISCLAIMER OF WARRANTIES
The Promotional Assets and any other materials provided by the Company pursuant to this Agreement are provided as is. COMPANY, INCLUDING ITS RELATED AND AFFILIATED COMPANIES, AND ALL BRINGFIDO.COM PROPERTIES, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
14. LIMITATION OF LIABILITY
COMPANY, INCLUDING ITS RELATED AND AFFILIATED COMPANIES AND ALL BRINGFIDO.COM PROPERTIES, DISCLAIM LIABILITY FOR ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. The total amount of damages that are available to you from the Company, its related and affiliated companies, and all BringFido Properties, in the event of any loss, claim or damage, shall not exceed $500.
Affiliate shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without the Company's prior written approval which may be withheld in Company's sole discretion.
16. RELATIONSHIP OF THE PARTIES
The relationship of the Affiliate to the Company shall be that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
17. CHOICE OF LAW AND FORUM; IDENTIFICATION OF PARTIES
This Agreement shall be governed by the law of the State of Florida. Any dispute arising under or relating to this Agreement or the subject matter of this Agreement shall be resolved in a state or federal court in Orlando, Florida. Affiliate agrees that the Company (and not any of its affiliated or related entities or any BringFido Properties) shall be the only party named by the Affiliate in any dispute arising under or relating to this Agreement. The Affiliate hereby consents to personal jurisdiction in any state or federal court in Orlando, Florida, for any claims arising from or relating to this Agreement.
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between the parties hereto.