The Things You Have To Do
Link to Our Site
As a member of the Travelocity.com Affiliate Program, you will have access to the Affiliate Command Center located at http://www.reporting.net. At this site you will be able to download HTML code and graphics that we have made available for you to use in your web site. You may use the HTML code and graphics provided by the Company only to link to or search the Travelocity.com web site, PROVIDED THAT you do not use the HTML code or graphics provided by the Company in connection with any feature in your web site which is devoted to a comparison of the travel information or fares offered by the Company to travel information or fares offered by any of the Company's then existing online reservation competitors.
The HTML code we will make available to you provides special link formats for linking to web pages within the Travelocity.com web site ("Tagged Links"). You must ensure that each of the links between your site and our site are Tagged Links, otherwise commission fees that might have otherwise been earned by you will not be tracked and recorded. We will not be liable to you for any lost commissions resulting from your failure to use Tagged Links.
We have the right to monitor your site, as we feel necessary to make sure that your links to our web site are appropriate. If we decide, in our sole discretion, that your links to our web site are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Travelocity.com from your web site.
You expressly agree to abide by all of the terms and conditions of use related to each of our web sites, including the Affiliate Command Center.
Identify Yourself as an Affiliate
We will make available to you a small graphic image that identifies yourself as a member of the Travelocity.com Affiliate Program. You must prominently display this image or the phrase "In association with Travelocity.com" somewhere on your site; if you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Travelocity.com from your web site. We may modify the text or graphic image of this notice from time to time. You must not , however, place the text or graphic image on the same page with the logos or trademarks of a Travelocitry Competitor (defined below).
However, even though you are a member of the Travelocity.com Affiliate Program, you may not in any manner misrepresent or embellish the relationship between you and us, nor may you express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that the Company or the Travelocity.com web site supports, sponsors, endorses or contributes money to any charity or other cause).
Maintain Your Site
The maintenance and updating of your site will be your responsibility. Since the information within Travelocity.com is updated often, if you become a member of the Travelocity.com Affiliate Program it will be necessary for you to update the content of your site on a regular basis to maintain consistency and accuracy between our site and your site. We may monitor your site, as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should be made. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Travelocity.com from your web site.
Do Not Copy the Look of Our Site
You agree that you will not copy, and that your site will not resemble, the look and feel of our site. You will not create the impression from the appearance of your site, or from any content in your site, that your site is our site or a part of our site, nor will you frame any page in the Travelocity.com web site from within your site.
Do Not Use Our Domain Name
You agree that your domain name does not and will not at any time contain the words "travelocity" or "sabre" or any variation of those names, and that you will not purchase any domain name or other right or otherwise contract with a third party to exploit those names, for the purpose of causing your site to appear as a search result or for any other reason. Violation of this provision by you will result in the immediate termination of this Agreement.
Give Us Your Full Cooperation
You agree to fully cooperate with us in order to establish and maintain any links between the Travelocity.com web site and your site. You also agree that those graphic images that you display pertaining to the Travelocity.com web site, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Command Center. If we update those graphics, you agree to immediately replace our old graphics with the new ones.
Follow All Copyright Laws
It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it is a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material in violation of the law.
If you are a travel supplier or employee or agent of a Travelocity Competitor (each, an "Ineligible Party") you are not eligible to participate in the Travelocity Affiliate Program. A Travelocity Competitor means any entity providing online travel services, including, without limitation, Orbitz, Hotel Reservation Network, Expedia Inc. (including Travelscape), and Cendant Corporation (including TheTrip.com, CheapTickets.com and Galileo International), and any successor entity to the foregoing, any airline, any car rental, any cruise operation or hotel company. If you are an Ineligible Party, or are not sure whether you are or are not an Ineligible Party, you must contact us before attempting to accept the terms of this Agreement. If you are an Ineligible Party and you accept the terms of this Agreement, you agree to (i) terminate this Agreement immediately if you become or Travelocity determines you are an Ineligible Party at any time and (ii) keep confidential any Confidential Information, as defined below), which you have gained access to during your participation in the Affiliate Program. ANY BREACH OF THIS PROVISION SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.
The Things You Need To Know and Understand
We Can Monitor Your Site
You agree that we have the right to monitor your site at any time and from time to time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made.
We Determine the Policies for the Bookings and Purchases
Customers who book and purchase travel from your web site through the Travelocity.com Affiliate Program (and the Travelocity.com Customer Service Center) will be considered customers of the Company. You agree that all of our rules, policies, and operating procedures concerning customer orders, customer service, and ticket bookings will apply to those customers. We may, in our sole discretion, change our policies and operating procedures at any time and from time to time.
You Cannot Send Out Publicity Without Our Consent
You shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to us without first submitting the material to us and receiving our consent. We agree that our consent will not be unreasonably withheld. If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to Travelocity.com from your web site.
The Starting Date of this Agreement
This Agreement will begin upon our acceptance of your Affiliate Application.
How this Agreement can be Ended
Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.
We Can Modify this Agreement
We may modify any of the terms and conditions in this Agreement, at any time and from time to time, in our sole discretion. You will be notified by email of any modification and a change notice will be posted on http://www.reporting.net. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures, and the Travelocity.com Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY OPTION IS TO END THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE TRAVELOCITY.COM AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL INDICATE YOUR ACCEPTANCE OF THE CHANGES.
The Things You Receive
You Earn Commissions
You are eligible to earn commission fees on sales of airline tickets, car rentals, hotel reservations, TotalTrip, cruises and Travelocity Preferred program enrollments occurring during the term of this Agreement. We will pay you commissions according to the following schedule, as long as the requirements for payment, that are described below the schedule, have been met.
|Commissions per Item
| Published Air*
| Merchant Air
| Published Hotel
||3% Net Revenue
|| 6% of Net Revenue
| Total Trip
|| 4% of Net Revenue
|| 2% of Net Revenue
Net Revenue means the net revenue we receive as a direct result of, customers, arriving at our website through a Tagged Link from your website, making Hotel and/or Car Transactions on Travelocity, excluding amounts we collect for sales taxes, duties, handling, and similar charges.
In order to be entitled to a commission for published air, merchant air, merchant hotel, TotalTrip(SM) Flight+Hotel, all of the following must occur for that item:
In order to be entitled to a commission for Sabre hotel or car, all of the following must occur for that item:
- a customer arrives at the Travelocity.com web site through a Tagged Link on your site;
- the customer books and purchases one of the above items on the Travelocity.com web site;
- the item is processed through the Travelocity.com Customer Service Center; and
- the item is not exchanged, refunded, or rebated.
In order to be entitled to a commission for an enrollment in Travelocity Preferred, all of the following must occur for that item:
- a customer arrives at the Travelocity.com web site through a Tagged Link on your site;
- the customer reserves a car or hotel room on the Travelocity.com web site; and
- the reservation is not cancelled.
When the total commissions due to you at the end of a month exceed $50.00, we will send you a commission check for such amount less any taxes required to be withheld under applicable law. If your commissions in any month are less than $50.00, we will hold those commissions and send you a commission check at the end of the next month when your aggregate commissions exceed $50.00. When this Agreement ends, any commissions due at the time of termination
will generally be paid at the end of the month following termination, but we may hold your final payment for a longer period of time to ensure that the correct amount is paid. If a customer disputes or rejects a purchased item, and we have already paid you a commission fee based on the sale of that item, 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 that bill no later thanthirty (30) days after you receive it.
- a customer arrives at the Travelocity.com web site through a Tagged Link on your site; and
- the customer enrolls in the Basic or Elite Travelocity Preferred program (as described on the Travelocity.com web site).
Please note that for customers who enter our site by any means other than a Tagged Link, you will not earn commissions for their purchases, even if those customers previously followed a Tagged Link from your site to our site or if those customers entered our site through a link from your site that is not a Tagged Link.
You Will Be Given a Password to Access Specific Affiliate Information
If you become a member of the Affiliate Program, you will be given a password so that you may enter our secure site Affiliate Command Center, located at http://www.reporting.net. From this site you will be able to receive your sales statistics, reports, and other information, as well as the graphics and HTML code that enable you to create links from your web site to ours. The sales statistics will be updated on a weekly basis. Your commission will be based on the reports you may access at the Affiliate Command Center. You agree that such reports will be the final, determinative measurement of the Bookings, Reservations, and Enrollments for which commissions will be calculated.
Grant of Licenses
During the term of this Agreement, we grant to you a non-exclusive, non-transferable worldwide right and license to (i) access our site through HTML links solely in accordance with the terms and for the purposes of this Agreement and (ii) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you solely in connection with such links. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials during such time as you are a member in good standing of the Travelocity.com Affiliate Program. This license will terminate immediately upon termination of this Agreement. We may revoke your license at any time by giving you written notice. Upon termination of this Agreement, you agree that you will immediately cease all further use in any manner of any or the Licensed Materials on any site that you own, operate or control.
During the term of this Agreement, you grant to us a non-exclusive, non-transferable worldwide right and license to utilize, in our sole discretion, your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. Notwithstanding the foregoing, you agree that we are under no obligation to so advertise, market, promote, or publicize. Your license to us will terminate upon the termination of this Agreement.
Each party agrees not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
More Things You Need To Know and Understand
Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE TRAVELOCITY.COM WEB SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM THE COMPANY ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY 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 ERRORS.
Representations and Warranties
You represent and warrant that:
- you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement;
- you, or if you are a company the person entering into this Agreement on your behalf, are an adult of at least 18 years of age;
- 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;
- 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;
- you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement; and
- there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE LESSER OF TOTAL COMMISSION FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT OR $3,000,000.00.
You agree to indemnify, defend and hold harmless the Company and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.
- Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.
- You may not assign your rights or obligations under this Agreement to any party.
- You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate web sites that are similar to or compete with your web site.
- You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement.
- THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS, IN ANY DISPUTE INVOLVING THIS AGREEMENT.
- Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default.
- This Agreement represents the entire agreement between us and you and supersedes all prior agreements and communications we may have had, oral or written.
- Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.
- If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
- The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.