TRAIL BURNERS
RABBIE'S AFFILIATE PROGRAMME

AFFILIATE AGREEMENT

This agreement contains the complete terms and conditions for Affiliate's participation in the Rabbie's Trail Burners Ltd ("RTB") affiliate programme, and the establishment of links from Affiliate's Web site(s) to RTB's Web site. As used in this Agreement, "Affiliate" means the applicant seeking to participate as an affiliate in the Programme.

This is a binding and enforceable agreement between affiliate and RTB.
By accepting these terms and conditions you are bound by them under the jurisdiction of the Scottish courts.

PREAMBLE

Definitions: As used herein, terms with their initial letters capitalized (or otherwise defined) shall have the meanings ascribed to them in this Section 1 or otherwise in the Agreement.
    • "RTB Tour" means a tour with a scheduled departure, which person or persons can buy seats on.
    • "Affiliate's Site" means one or more of Affiliate's web sites approved by RTB, and any successor web site to those sites approved by RTB, once Affiliate has been accepted into the Programme.
    • "Banner Advertisements" means those certain rotating or permanent banner advertisements created and provided by RTB to Affiliate containing a linking URL that are located on Affiliate's Site, which permits Users to navigate directly to a certain page. Affiliate agrees not to revise, change or modify any Banner Advertisement provided by RTB to Affiliate for placement on Affiliate's Site.
    • "Click-Through" means each instance in which a User navigates to and loads all or part of a page on an RTB Site.
    • "Commissionable Rates" means tour sales pursuant to this Agreement on which RTB shall pay a commission to Affiliate. In some instances, commissions will not be paid on tours offered as special or discounted promotions by RTB.
    • "Content Restrictions" means images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that depict sexually explicit images; promote violence, illegal activities, or unlawful discrimination of any kind; promote or incorporate any materials that violates, assists or encourages others to violate any rights of others.
    • "Link" means either, (i) one or more hyperlinks located on the applicable areas of Affiliate's Site, (ii) any "keywords", such as "Travel", "Hotel", etc. that invokes Affiliate's software programme on Affiliate's Site and returns an RTB Icon.
    • "Look and Feel" means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colours and stylistic convention (including the digital implementations thereof) within a World Wide Web site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works.
    • "Net Revenue" means the net revenue RTB receives as a direct result of Users effectuating Tour Transactions on RTB Sites, excluding amounts RTB collects for sales taxes, duties, handling, credit card and similar charges.
    • "Predatory Advertising Method" means an advertising method that creates or overlays links or banners on web sites, spawns browser windows, or utilizes any other method to generate traffic from a web site without that web site owner's express knowledge, permission, or participation.
    • "RTB Icons" means any graphical or text link approved by RTB, including, without limitation, Banner Advertisements and persistent hyperlinks in the form of an RTB logo or RTB storefront booking form, that is located on Affiliate's Site through which Users may directly Link to a location on an RTB Site.
    • "RTB Linking Guidelines" means Affiliate agrees not to revise, change or modify any hyperlinks, text links, or Banner Advertisement provided by RTB to Affiliate for placement on Affiliate's Site. Affiliate shall not alter the links in any way. Affiliate alteration of link code could result in tracking failure and no payment to Affiliate.
    • "RTB Site" means any web site operated by RTB that enables individual end users to shop for, reserve, book and pay for tours via a personal computer (or other interactive device) connected to the Internet or any other network.
    • "User" means individuals or entities that access an RTB Site directly from Affiliate's Site. For purposes of clarification, the meaning of "User" shall not include any software programme or routine that generates a Click-Through with no individual person actually present, such as shopping bots or other computer programming routines that are intended to scrape, mine, surreptitiously intercept or expropriate any information for the purpose of comparison shopping.

    2 Affiliate Obligations

    To begin the enrolment process, Affiliate shall submit a completed online programme application. RTB reserves the right to reject Affiliate's Programme Application if RTB determines, in its sole discretion, that Affiliate is unsuitable for the Programme for any reason. RTB will notify Affiliate if it is to reject Affiliate.

    If Affiliate is accepted into the Programme:

    • Affiliate shall prominently promote the hyperlinks to RTB’s site.
    • In no event shall Affiliate make or extend any representation or warranty on RTB's behalf with respect to RTB, an RTB Site or the services available therein.
    • Affiliate warrants and represents to RTB that Affiliate's Site: (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; and (iii) is suitable in all respects to be Linked to from RTB Sites. Affiliate agrees that Affiliate's Site will not, in any way, copy or resemble the Look and Feel of RTB Sites nor will Affiliate create an impression that Affiliate's Site is one of the RTB Sites or part of the RTB Sites, nor will Affiliate frame any page on an RTB Site. Affiliate agrees that during the term of this Agreement, Affiliate's Site shall not contain anything defined in the content restrictions, nor disparage or criticize any RTB Site or RTB in any way. RTB may test Affiliate's Site, and if Affiliate's Site is not in compliance with the terms and conditions of this Section 2, Affiliate shall immediately remove or cause the removal of all Banner Advertisements and RTB Icons from the offending Affiliate Site; and RTB, in its sole discretion may immediately and without notice terminate this Agreement. If Affiliate is not the owner of the offending Affiliate Site, Affiliate shall immediately contact the website owner and require the removal of all Banner Advertisements and RTB Icons from the offending Affiliate Site.

    3 RTB Obligations:
    • RTB shall provide Affiliate with one or more RTB Icons or link code, or any substitute thereof that RTB, in its sole discretion, may provide to Affiliate from time to time during the term of this Agreement for use on Affiliate's Site.
    • RTB shall assign Affiliate a unique tracking number/code for the purposes of tracking and processing commission payment of tour sales.
    • RTB shall make available to Affiliate online reports that set forth the number of bookings, total revenues and commissions earned by the Affiliate.
    • The parties acknowledge that a third party reporting agent may assist RTB in fulfilling its tracking and reporting requirements hereunder, and that RTB will disclose Affiliate’s Confidential Information to such agent.
    • Upon any consummated sale of any RTB tour at a Commissionable Rate directed to RTB Sites through the Link, RTB shall in due course pay to Affiliate a commission of 5% of Net Revenue (the "Commission"). A tour shall be considered consumed upon paid completion by the guest for the original booking reserved through the RTB affiliate programme. The Commission shall be payable no later than 15 days following the end of each month in which accumulated consummated sales exceed £25. The statement will contain information sufficient to discern how the payment was computed. In the event that the total monthly Commission payable to Affiliate is less than Twenty-Five UK Sterling (UK £25.00) for the applicable month ("Monthly Minimum Threshold"), RTB will hold the payment until the aggregate total Commission meets or exceeds the Monthly Minimum Threshold. RTB will remit all payments owed to Affiliate to the address provided in the Programme Application.

    4 Termination

    Termination . RTB may terminate this Agreement immediately at any time. Upon such termination, Affiliate shall remove RTB Icons and Banner Advertisements from all Affiliate Sites.

        • 1. Upon sending an e-mail notification to the last Affiliate e-mail address provided to RTB, RTB may immediately terminate this Agreement, in whole or in part, if Affiliate breaches this Agreement or if RTB determines, in RTB’s sole discretion, that Affiliate’s participation in the Programme and/or Affiliate’s related actions or activities are unsuitable, offensive or inappropriate. In addition, RTB may immediately disable or deactivate Affiliate’s account, may withhold payment of associated commissions pending resolution of any claim of breach of this Agreement, and may pursue any other rights and remedies that RTB may have at law or in equity.
        • 2. Affiliate is only eligible to earn commissions on consummated sales of any RTB tour at a Commissionable Rate directed to RTB Sites through the Link, occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if (i) Affiliate remains in compliance with all of the terms of this Agreement; and (ii) Affiliate’s actions or activities related to the Programme are not, in RTB’s sole determination, unsuitable, offensive or inappropriate. In addition, RTB may invoice Affiliate for commissions that were paid to Affiliate prior to termination if those commissions are found, in RTB’s sole determination, to be associated with actions or activities of Affiliate that are unsuitable, offensive, inappropriate, or are in breach of the terms of this Agreement. RTB may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid.
    • Survival . Any prior termination of this Agreement notwithstanding, obligations of payment arising hereunder shall survive so long as any such amounts remain due.

    5 Trademarks/Tradenames/Fees and Expenses
    • Trademarks/Tradenames. RTB hereby grants Affiliate a non-exclusive license to use RTB's tradename, logos and other trademarks, but only and solely in accordance with RTB's Trademark Usage Guidelines for Affiliates. RTB shall have the right to approve in writing any other use of the RTB Marks prior to such use, and no other use of such RTB Marks shall be made by Affiliate in the absence of such specific written approval. RTB may elect in its sole discretion at any time to modify, withdraw, or otherwise adjust RTB's Trademark Usage Guidelines for Affiliates, and all such adjustments shall be effective upon notice to Affiliate. Any failure of Affiliate to strictly comply with RTB's Trademark Usage Guidelines for Affiliates at any time shall be an event of default hereunder and Affiliate shall immediately cease and desist from any non-compliant use of such RTB's Trademark Usage Guidelines for Affiliates upon any request from RTB.
    • Fees and Expenses . Except as specifically provided in this Agreement, each party shall be responsible for its own costs and expenses in connection with the performance of its obligations hereunder, including but not limited to costs and expenses of technical integration and support.

    6 Advertising/Marketing
    • Internet Keyword Marketing . Except as otherwise specifically provided in this Agreement, Affiliate shall not purchase placement rights for any of the RTB Marks or use any of the RTB Marks, including but not limited to internet and web advertising, without prior express written consent of RTB.
    • Meta and Title Tags . Affiliate shall not embed, use, or make any combination employing any RTB Marks in or with any meta or title tag.
    • Brand Loyal Marketing . Affiliate shall not target, solicit, or otherwise exploit any data derived from this Agreement, or otherwise seek business from or offer business to RTB-brand loyal Users (i.e., Users expressing a preference for an RTB brand).
    • Predatory Advertising . Affiliate shall not use any Predatory Advertising Methods designed to generate traffic from sites related to RTB or for which Affiliate has have no contractual rights for the online promotion of Affiliate's products or services. Affiliate shall prohibit all websites within its control from utilizing Predatory Advertising Methods on sites related to RTB.

    7 Representations and Warranties
    • By Affiliate . Affiliate represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. In addition, Affiliate shall make no representation regarding any relationship of any third party reporting agent with RTB or Affiliate; in the event of any violation by Affiliate of this provision the third party reporting agent shall have the right to terminate Affiliate's access to the third party reporting services otherwise provided pursuant to 3.5, above.
    • By RTB . RTB represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.

    8 Exclusion of certain warranties and liabilities

    During the term, affiliate shall use reasonable efforts to maintain the availability of the RTB sites but is not responsible or liable for any interruptions or delays in the operation of the RTB sites. Each party disclaims any implied warranties of merchantability, fitness for a particular purpose, and uninterrupted service. Neither party shall be liable for any consequential, incidental, indirect, special, exemplary or punitive damages incurred by the other party.



    9 Confidential Information
    • Confidential Information . A party's "Confidential Information" is defined as any written confidential or written proprietary information of a party which is so identified to the receiving party. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party's Confidential Information for any purpose, other than as required to perform under this Agreement, without the prior written consent of the other party. Affiliate hereby consents to RTB disclosing Affiliate's Confidential Information to any third party reporting agent or other entity with responsibility for administering or reporting on the affiliate programme for RTB. Each party will only disclose Confidential Information of the other party to such of their employees, attorneys and consultants as may need access to such Confidential Information to perform hereunder. Such restrictions shall not apply to otherwise Confidential Information (i) that is already known by the recipient, (ii) that becomes, through no act or fault of the recipient, publicly known, (iii) that is received by recipient from a third party without a restriction on disclosure or use, or (iv) that is independently developed by recipient without reference to the Confidential Information. Upon the expiration or termination of this Agreement, each party shall deliver to the other party, or destroy, all of such other party's Confidential Information that such party may have in its possession or control. In the event that the recipient becomes legally compelled to disclose any Confidential Information by any governmental body or court, the recipient will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance (in writing) with the provisions hereof. In the event that such protective order or other remedy is not obtained, or the disclosing party waives (in writing) compliance with the provisions hereof, recipient will furnish only that portion of such Confidential Information which is legally required and will exercise its reasonable business efforts to obtain appropriate assurance that confidential treatment will be accorded such Confidential Information.

    10 Miscellaneous
    • Force Majeure . Neither party shall be deemed in default or otherwise liable hereunder due to its inability to perform its obligations by reason of any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lockout, labour controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond that party's control.
    • Governing Law . This Agreement and all matters or issues related thereto shall be governed by Scottish law. The parties hereby consent to the exclusive jurisdiction of the courts of Scotland.
    • Modification . RTB may modify any of the terms and conditions contained in this Agreement, or any documents referenced herein, at any time in its sole discretion. Notification to Affiliate of any change by email or by posting a notice on this Agreement or the relevant document referenced in this Agreement of the date of such modification, at RTB's sole option, shall be considered sufficient notice to Affiliate of such modification. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the Programme following notice of a modification will constitute binding acceptance of the modification.
 
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