This Agreement contains the complete terms and conditions that apply
to your participation as an affiliate in the City Shuttle Affiliate Program
where you place links from your website to the City Shuttle website "www.cityshuttle.com.au".
You acknowledge that you have read this agreement and agree to all
its terms and conditions of City Shuttle Affiliate Program. You are stating
that you have read and understood the terms of the City Shuttle Affiliate
Program herein, and agree to be legally bound by the terms.
1. Enrolment in the Program
To begin the enrolment process, you will submit a completed City Shuttle
Affiliate Program registration form from this Website. We will evaluate your
website and will notify you of your acceptance or rejection. We may reject your
application if we determine (at our sole discretion) that your website is
unsuitable for our City Shuttle Affiliate Program for any reason including, but
not limited to, violence promoted at your website, sexually explicit materials,
discrimination based on race, sex, religion, nationally, disability, age,
sexual orientation, promote illegal activities, or incorporates materials that
infringe or assist others to infringe on copyright, trademark or other
intellectual property rights.
If we reject your application, you may reapply to our Affiliate Program at any
time. Also note that if we accept your application and your website is
thereafter determined (at our sole discretion) to be unsuitable for our City
Shuttle Affiliate Program, we may terminate this Agreement.
2. Links on Your Website
You will receive the banners, texts and link code, to our website immediately,
giving you the opportunity to start without waiting our approval of your
website.
3. Order Processing and Reporting
Services contracted and products and booking purchased by customers who follow
links from your website to our website will be processed and tracked. We are
responsible for order processing and fulfilment including, but not limited to,
preparing website design estimates, processing payments, returns and handling
customer service. Sales initiated by customers tracked from your website to our
website will be recorded in sales reports available to you via an email report
or your account login access.
4. Commission Amount
The commission amount is as per schedule for each new client. The Commission
Rate is subject to change at any time or from time to time, in our sole and
absolute discretion. You will be notified of any change in the commission
amount.
5. Commission Payment
Commissions will be paid on a monthly basis. A Direct Bank Transfer Payment or
Wire Transfer will be send for the commissions earned on our transfer services
(after completion of transfer) and sales. Wire Transferring Costs will be
deducted from your account. No costs are deducted from Direct Bank Transfer
Payment in Australia, except those costs charged by bank themselves. If the
commissions total is less then $25.00 (AUD) Australian Dollars for that month
we will hold those commissions to be paid the following month, only if those
commission reach a total of $25.00 (AUD) Australian Dollars or more. Net sales
will be reduced for amounts due to credit card fraud, bad debts, cancellations
and credits. A commission will only be paid if the visitor to our website is
tracked by the system from the time of the link to the time of the sale
completed. No commission will be paid if the visitor to our website cannot be
tracked by our system.
6. Policies and Pricing
Customers who book a City Shuttle transfer services through our Affiliate
Program will be deemed to be customers of City Shuttle. Accordingly, all City
Shuttle rules, terms and conditions, policies, and operating procedures
concerning customer service and product and transfer service sales will apply
to those customers. We may change our terms and conditions, policies and
operating procedures at any time. For example, we will determine the prices to
be charged for products and services sold under our Affiliate Program in
accordance with our own pricing policies.
7. Limited License
We grant you a non-exclusive, revocable right to use the graphic image and text
and such other images for which we grant express permission, solely for the
purpose of identifying your website as a City Shuttle Affiliate Program
participant and to assist in generating product and service sales. You may not
modify the graphic image or text, or any other of our images, in any way. We
reserve all of our rights in the graphic image and text, any other images, our
trade names and trademarks, and all other intellectual property rights. We may
revoke your license at any time by giving you written notice.
8. Spam
City Shuttle has a zero tolerance policy for SPAM. Any affiliate accused of
SPAMMING will be immediately removed from our affiliate program. VALID SPAM
complaints will result in the immediate termination of your account and
forfeiture of any commissions owed you.
9. Responsibility for Your Website
You will be solely responsible for the development, operation and maintenance
of your website and for all materials that appear on your website. We shall
have no responsibility for the development, operation and maintenance of your
website and for all materials that appear on your website. You hereby represent
and warrant to us that 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
that materials posted on your website are not libellous or otherwise illegal.
You must have express permission to use another party's copyrighted or other
proprietary material. We will not be responsible if you use another party's
copyrighted or other proprietary material in violation of the law.
We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, and contents of your website.
10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your City Shuttle
Affiliate Program registration and will end when terminated by either party.
Either you or we may terminate this Agreement at any time, with or without
cause, by giving the other party written notice of termination. Notice by
e-mail, to your address on our records, is considered sufficient notice for to
terminate this Agreement. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your website, all
links to our website, and all texts, banners and City Shuttle trademarks, and
all other materials provided by or on behalf of us to you pursuant hereto or in
connection with our City Shuttle Affiliate Program. You are only eligible to
earn commission on confirmed and paid booking or completion of transfer and
sales of our services and products (as per commission schedule) occurring
during the term, and commissions earned through the date of termination will
remain payable only if the related services are completed and paid in full. We
may withhold your final payment for a reasonable time to ensure that the
correct amount is paid.
11. Modification
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our website or by e-mail to your address in our records.
Modifications may include, but not limited to, changes in the scope of
available commission fees, commission schedules, payment procedures, and City
Shuttle Affiliate Program rules. If any modification is unacceptable to you,
your only recourse is to terminate this Agreement. Your continued participation
in our City Shuttle Affiliate Program, following our posting of a change notice
or new agreement on our website, will constitute binding acceptance of the
change.
12. Relationship of Parties
You and City Shuttle are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You will have
no authority to make or accept any offers or representations on our behalf. You
will not make any statement, whether on your website or otherwise, that
reasonably would contradict anything in this Section.
13. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this Agreement or
our City Shuttle Affiliate Program, even if we have been advised of the
possibility of such damages. Further, our aggregate liability arising with
respect to this Agreement and our Affiliate Program will not exceed the total
referral fees paid or payable to you under this Agreement.
14. Disclaimers
We make no express or implied warranties or representations with respect to our
Affiliate Program or any products and services sold through our Affiliate
Program. In addition, we make no representation that the operation of our
website will be uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
15. Indemnification
You hereby agree to indemnify, defend and hold harmless City Shuttle Pty-Ltd
(Australia), its members, managers, shareholders, officers, directors,
employees, agents, affiliates, successors and assigns, from and against any and
all claims, demands, losses, liabilities, damages or expenses (including
attorneys' fees and costs) of any nature whatsoever incurred or suffered by us
(collectively the "Losses"), in so far as such Losses (or actions in
respect thereof) arise out of, are related to, or are based on (i) any claim or
threatened claim that our use of the City Shuttle Affiliate Program Trademarks
infringes on the rights of any third party; (ii) the breach of any
representation or warranty made by you herein; or (iii) or any claim related to
your website.
16. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid
or unenforceable, but that by limiting such provision it would become valid or
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
17. Miscellaneous
This Agreement will be governed by the laws of the Home State of City Shuttle
Pty-Ltd (Australia), without reference to rules governing choice of laws. Any
action relating to this Agreement must be brought in the courts located in
Sydney, Australia, and you irrevocably consent to the jurisdiction of such
courts. You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this Agreement
will be binding on, work to the benefit of, and enforceable against the parties
and their respective successors and assigns. 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.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL
ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE
CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE
WITH YOUR WEBSITE. 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.