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Affiliate
Contract |
Affiliate
Application |
Affiliate
FAQ
THIS
LICENSE AFFILIATE AGREEMENT
("AGREEMENT") CONTAINS THE
COMPLETE TERMS AND CONDITIONS THAT APPLY
TO YOU BECOMING AN AFFILIATE IN THE
IRISHCARRENTALS AFFILIATE PROGRAM. THIS
AGREEMENT IS A LEGALLY BINDING CONTRACT
BETWEEN YOU AND IRISHCARRENTALS LTD. BY
SIGNING AT THE END OF THIS AGREEMENT, YOU
AGREE THAT YOU HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF THIS AGREEMENT
AND THAT IT IS YOUR INTENTION TO ENTER
INTO A CONTRACT WITH IRISHCARRENTALS LTD.
UPON THE TERMS AND CONDITIONS CONTAINED IN
THIS AGREEMENT.
Definitions--Words
and phrases used frequently in this
Agreement shall have the meaning
indicated:
"Affiliate"
means persons or companies who agree to
the Terms and Conditions of this Agreement
and participate
in
the Program, also referred to as
"You," "Your," or
"Yours." "ICR" means
Irish Car Rentals Group., also referred to
as "We," "Us," and
"Our."
"Marks"
means whether registered on the Principal
Register of the European and United States
Trademark and Patent Office or not, the
words "Irish Car Rentals,"
"ICR group," any script, graphic
or design used with or near these words;
the look, colors, graphics, format,
design, trade dress and commercial
impression of ICR's internal and external
premises and Site; signage, advertising,
promotional materials, business stationery
and other written and visual media as
prescribed by Us; IRISHCARRENTALS,
icrgroup.ie, irishcarrentals.co.uk,
irishcarrentals.com or any other domain
name registered by the ICR Group; and any
other words, symbols or slogans currently
used, or developed in the future by Us for
use in connection with the Irish Car
Rentals vehicle rental system, including
without limitation any words, symbols,
marks or other intellectual property which
may be licensed or otherwise obtained by
Us from third parties and which We
authorize for use in connection with the
Irish Car Rentals vehicle rental system.
"Program"
means Affiliate Program offered by ICR
whereby web site owners can link their web
sites to Our Site and earn commissions for
each completed rental that is booked
through their link to Our Site.
"Site"
means IRISHCARRENTALS.
1.
Program Enrolment.
To
enrol in Our Program, You first need to
thoroughly read this Agreement and agree
to be bound by the terms and conditions
contained herein. We will review your
application and determine whether Your
site is suitable to participate in the
Program. In Our sole discretion, We may
reject an application for any reason,
including, but not limited to,
applications for sites that contain or
promote content that is sexually explicit;
violent; discriminates based on race, sex,
religion, national origin, physical
disability, sexual orientation or age;
promotes illegal activities or infringes
upon another's intellectual property
rights. We will notify the primary contact
listed on Your application via email
within 5 business days of receipt of Your
application regarding Our acceptance or
rejection of Your application. If We
reject Your application, please feel free
to re-apply to the Program at any time.
2.
Linking To Our Site.
Your
acceptance email will contain specific
instructions regarding linking to Our
Site. Each Affiliate is assigned a unique
JavaScript file. The link from the
JavaScript file from Our Site contains a
special format that includes a unique
tracking number. Hence, every time a
customer books a rental vehicle on your
site our unique tracking code tells us
which Affiliate sent the customer to us.
It is very important that you follow the
directions on the acceptance email
carefully. We are not liable to you for
any lost commissions resulting from Your
failure to link to Our Site properly. You
will not need to update Your links to Our
Site. You must restrict the use of any
page titles, page-building or coding
techniques that cause Your page or site to
appear as a Irish Car Rentals listing on a
search service index (i.e. the title of
Your page listing should not appear as
"Irish Car Rentals 24-hour Online
Reservations"). Coding techniques
that mislead or confuse the consumer will
not be permitted. (i.e. Excessive use of
the Irish Car Rentals name in the visible
and/or invisible text of the page, source
code or cgi page or "spamming.")
Jump pages, bridge pages or other
custom-designed search service pages may
not be built based upon the search terms,
including, but not limited to any Mark,
service or product.
3.
Commissions.
We
will pay you an agreed commission, based
on the NETT cost of the Vehicle rental
only, for each completed vehicle rental
that results from a reservation booked
through Your link to Our Site
("Commission"). For a vehicle
rental to be considered a completed
vehicle rental, the customer must book the
reservation through Your site and
physically rent the vehicle from one of
Our rental locations. No other products
offered on Our Site are eligible for
commission. Commission payments will be
made via cheque and mailed to the payee
name and address listed on Your
application within 30 days from the date
of the completed vehicle rental.
You
must accrue at least EUR 100.00 in
Commissions per month to receive a monthly
Commission cheque from ICR. In the event
You do not accrue EUR 100 per month, Your
Commission payment will be rolled to the
following payment period until the total
Commission payment due exceeds EUR 100. If
this Agreement is terminated, any
Commissions due at the time of termination
will be paid the following payment period.
Payment of applicable taxes on Commissions
earned is Your responsibility.
You
may not directly or indirectly allow any
person or entity to access Our Site
through Your link or offer any
consideration or incentive for using Your
link to access Our Site. If We determine,
in Our sole discretion, that You have
allowed others to access Our Site through
Your link or offered incentives to do so,
We may, among other remedies available at
law, withhold any Commissions payable to
You.
4.
License.
Your
acceptance will allow access to certain
scripts and other files and facilities
developed for Irish Car Rentals exclusive
use. At all times these scripts, affiliate
codes, trademarks, banners, graphics and
other Irish Car Rentals facilities remain
the sole property of the Irish Car Rentals
Group, it's suppliers and franchises. You
may use these items on your site pursuant
to the instructions contained therein. We
grant you non-exclusive and
non-transferable permission to use the
facilities from the Irish Car Rentals
affiliate programme solely for your use in
connection with this Agreement. You are
not authorized to use any facilities or
scripts that are not provided to you by
Irish Car Rentals Group. You shall use the
facilities as directed by
Us
with respect to style and appearance. You
may not modify the scripts, codes and
other facilities given, and you are
prohibited from downloading graphical
images from the Site. The affiliate
programme scripts, marks, and facilities
are the property of the ICR group and
through such use you will neither be
entitled to nor establish any rights to
them.
During
the term of this Agreement, You grant Us a
non-exclusive, non-transferable right to
utilize Your name, title and logo, upon
Your prior approval, in any advertising,
marketing, promoting, and publicizing of
Our rights under this Agreement. However,
We are under no obligation to advertise,
market, promote or publicise this
Agreement.
5.
Identification.
You
must display the phrase "In
association with IRISHCARRENTALS"
somewhere on your site. We may modify the
text of this notice or provide you with a
graphical image of this notice from time
to time. You may not make any press
release with respect to this Agreement or
Your participation in the Program without
Our prior written consent, which may be
given or withheld in our sole discretion.
You may not in any manner misrepresent or
embellish the relationship between you and
us or 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 expressing or implying that the
ICR Group supports, sponsors, endorses or
contributes money to any charity or other
cause).
6.
Responsibility For Your Site.
You
are solely responsible for the content of
and any information or other materials
contained on Your site, and You will
defend, indemnify and hold Us harmless
from any and all claims, demands, causes
of actions, expenses or liabilities which
arise out of, or are alleged to arise out
of, the operation of Your site. Prior to
displaying any promotional rate offers
offered by Irish Car Rentals from time to
time in any online/offline forms, i.e.
newspapers or on affiliated site, and/or
from another partner or Affiliate of Irish
Car Rentals in any online/offline forms,
Web sites and/or display collateral, You
must first obtain the consent and approval
of such use from Irish Car Rentals Group
via email or telephone contact. If You
fail to obtain such consent and approval
and display any such rates, your
membership in the Program will be
immediately terminated and other forms of
legal action may be pursued.
We
have the right to monitor Your site at any
time to determine whether You are
following the terms and conditions of this
Agreement and to provide You with Our
comments regarding Your site, provided
however, We have no obligation or
responsibility to monitor Your site. You
are responsible for the content of Your
site and complying with the terms and
conditions of this Agreement, as it may be
amended from time to time.
7.
Policies and Pricing.
Customers
who book vehicle rentals through the
Program via Your site are considered Our
customers. ICR Group's policies, rules and
procedures relating to vehicle rentals
apply to those customers. We may change
Our policies and procedures at any time.
8.
Term.
The
term of this Agreement begins upon Your
receipt of the Program acceptance and ends
when terminated by either party. Either
party hereto may terminate this Agreement
at any time, with or without cause, upon
written notice of termination to the other
party. We will send notice of termination
to You via email to the primary contact
person and address listed on Your
application. You will send notice of
termination to Us via email or overnight
letter to:
Irish
Car Rentals Group, Affiliate Manager,
Ennis Road, Limerick, County Limerick,
Ireland, Tel: +353 61 206000
If
after being accepted into the Program and
there has been no activity, as evidenced
by a click-through to IRISHCARRENTALS from
the link established on the affiliate Web
site, the ICR group may cancel your
membership in the Program. Upon
termination of this Agreement for any
reason, You will cease to use the
affiliate scripts and terminate Your link
to Our Site no later than 48 hours from
the date of such termination notice. You
are eligible to earn commissions only on
completed vehicle rentals booked prior to
the date of notice of termination. We may
withhold Your final payment for a
reasonable time to ensure compliance with
the terms and conditions of this
Agreement.
9.
Agreement Modification.
We
may modify any of the terms and conditions
contained in this Agreement, at any time
in our sole discretion, by posting a
change notice or a new agreement on Our
Site. Modifications may include, but are
not limited to, changes in the Commission
payments, payment procedures and Program
rules. IF ANY MODIFICATION IS UNACCEPTABLE
TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE PROGRAM FOLLOWING THE
POSTING OF THE CHANGE NOTICE OR NEW
AGREEMENT ON OUR SITE WILL CONSITITUE
BINDING ACCEPTANCE OF THE CHANGE.
10.
Independent Contractors.
You
acknowledge that You are an independent
contractor and nothing in this Agreement
will create any partnership, joint
venture, agency, franchise, sales
representative or employment relationship
between the parties. We shall not be
liable for damages to any person or
property arising directly, or indirectly,
out of Your participation in the Program
or Your operation of Your site. We shall
not be liable for any taxes, assessments,
fines or penalties levied upon You.
11.
Limitations of Liability.
WE
WILL NOT BE LIABLE TO YOU 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 YOU
HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
FURTHER,
NOTHWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IN NO EVENT
WILL ICR GRoup's AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT OR
OTHER LEGAL OR EQUITABLE THEORY, EXCEED
THE TOTAL COMMISSION PAYMENTS ACTUALLY
PAID TO YOU UNDER THIS AGREEMENT.
12.
Warranty.
We
make no express or implied warranties or
representations with respect to the
Program, and We make no representation
that the operation of the Site will be
uninterrupted or error-free. We will not
be liable for the consequences of any
interruptions or errors.
13.
Representations.
You
represent and warrant that: (a) if You are
an individual, You are an adult of at
least 18 years of age and (b) if You are a
company, the person entering into this
Agreement on Your behalf is an adult of at
least 18 years of age who has the
authority to enter into this Agreement on
behalf of the company and bind the company
hereto.
14.
Indemnification.
You
shall be solely responsible for and shall
hold the ICR Group, its parent,
subsidiaries, and affiliates, and their
directors, officers, employees and
representatives, free and harmless from,
and hereby indemnify the ICR group, its
parent, subsidiaries, and affiliates, and
their directors, officers, employees and
representatives, against any and all
claims, demands, causes of action,
liabilities, loss, cost, damage, fines,
penalties and expense, including
reasonable attorney's fees and costs of
investigation, in connection with,
resulting from or arising out of: (a) Your
breach of any term, provision,
representation, warranty or requirement of
this Agreement; and (b) the negligence or
wilful misconduct by You, Your agents and
employees and your subcontractors. In
addition, you will pay all costs and
expenses, including legal fees and all
other expenses of litigation, incurred by
the ICR Group to enforce the foregoing
agreement to protect, indemnify, hold
harmless and defend the ICR Group.
15.
Applicable Law.
THIS
AGREEMENT WILL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF
IRELAND WITHOUT REGARD TO THE CONFLICTS OF
LAWS AND PRINCIPLES THEREOF. YOU CONSENT
TO THE EXCLUSIVE JURISDICTION IN THE STATE
AND/OR COURTS LOCATED IN IRELAND, IN ANY
DISPUTE INVOLVING THIS AGREEMENT.
16.
Assignment.
You
may not assign your rights or obligations
under this Agreement to any party.
17.
Waiver.
Our
failure to enforce your strict performance
of any provision of this Agreement will
not constitute a waiver of our right to
subsequently enforce such provision or any
other provision of this Agreement.
18.
Construction.
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.
19.
Signatories
I…………………………………………………………
on behalf of:
………………………………………………………….
(Company)
Certify
that I agree to be bound by the terms and
conditions of this agreement and that I
have read and understood the rights and
limitations of this agreement and that
this agreement is deemed to be the only
agreement in force between Irish Car
Rentals Group and us.
Dated
this
day:……………………………………
Witnessed
by:……………………………………………………………
Name:……………………………………………………………………
20.
Affiliate Details
Affiliate
URL:………………………………………………………………
Contact
Person:…………………………………………………………
Contact
Email:……………………………………………………………
Postal
Address:……………………………………………………………
………………………………………………………………………………
………………………………………………………………………………
Affiliate
Contract
Number:………………………………………………
Source
Code:………………………………
Vendor
Code:………………………………
Commission
Rate:…………………………
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