Affiliate terms and conditions

Last updated: 16 November 2011

This is an Agreement between Waytostay.com, with its registered seat at
Booking Horizon S.L., Carrer de Bailén 20 1º, 08010
Barcelona, Spain, ('Waytostay.com'), and the Affiliate and the affiliate whose details are provided on the Affiliate Registration Request Form which follows (the 'Affiliate'), each being a 'Party' and together being the 'Parties'.

1. Overview

1.1 Waytostay.com operates an online apartment booking system (the 'System') through which participating apartments (collectively the 'Properties', each being a 'Property') property of individual owners or operators (collectively the 'Property Owners', each being a 'Property Owner') can make their Property available for bookings (collectively the 'Bookings', each being a 'Booking') and through which Bookings can be made for each Property, in exchange for which Waytostay.com receives a percentage commission fee during booking made through the System (the 'Commission').

1.2 To distribute the System, Waytostay.com owns and operates its own databases, Internet domains and websites (collectively, the 'Waytostay.com Website'), and also provides links to the Waytostay.com Website for use on the websites of third party affiliates.

1.3 The Affiliate operates one or more Internet domains and websites (collectively, the 'Affiliate Website').

1.4 Waytostay.com and the Affiliate believe that a link between the Affiliate Website and the Waytostay.com Website (the 'Link') will generate traffic to the Waytostay.com Website, and as such, Waytostay.com is willing to share with the Affiliate a proportion of the Commission generated through the Link (Affiliate Commission).

1.5 By completing and submitting the online Affiliate Registration Form, the Affiliate unequivocally accepts and agrees to be bound by the terms of this Agreement and makes an offer to Waytostay.com to enter into such Agreement. Following the submission of the Affiliate Registration Form, Waytostay.com shall evaluate the Affiliate's offer and may accept or reject the offer at its sole discretion. Waytostay.com's decision may be based, without limitation, on Waytostay.com 's determination of the suitability or unsuitability of the Affiliate Website for inclusion in Waytostay.com's affiliate program. In the case of Waytostay.com's acceptance of the offer made by the Affiliate, Waytostay.com shall provide written confirmation of such acceptance by email (the 'Affiliate Confirmation Email').

2. Affiliate's Obligations

2.1 The Affiliate agrees to market Waytostay.com Website by establishing the Link on the Affiliate Website, in the Newsletter or Affiliates advertisement plan with the restrictions as stated in Article 5.

2.2 The Affiliate agrees to use reasonable endeavours to customise the Affiliate Website and integrate the Link in such a way as to generate as much traffic as possible to the Waytostay.com Website.

2.3 The Affiliate agrees not to communicate with any Property Owner unless the Affiliate has a pre-existing contractual relationship with such Property Owner at the date of commencement of this Agreement.

2.4 The Affiliate agrees not to cause or permit to be done anything which may cause Waytostay.com to be excluded from the process of booking any Property.

2.5 The Affiliate shall correct any errors in the information relating to the Properties within a week of becoming aware of such errors or being notified by Waytostay.com.

3. Remuneration

3.1 Waytostay.com will pay the Affiliate an Affiliate Commission up to 30% of the prepayment, minus the current VAT for Affiliates with their legal entity outside Spain, per confirmed Booking made through the Affiliate Link. Once a Booking is made the Affiliate will receive a confirmation email and if desired an SMS. All entries also can be seen in Affiliate Admin Login.

3.1.1 The Commission due to the Affiliate shall not be subject to change in bookings. Cancelled bookings will not be considered as valid and there for not included in the total amount.

3.2 Waytostay.com shall pay Affiliate Commission to the Affiliate on a monthly basis, 30 days after and at the end of the month in which the guest departs, unless the amount of Affiliate Commission due to the Affiliate at that time is less than €100,00, in which event Waytostay.com will be entitled to postpone payment until the month when such amount is due or until the amount is claimed by the Affiliate after the termination of this Agreement.

3.3 All Affiliate Commission payments shall be made by direct bank transfer or Paypal transfer, into the bank/Paypal account specified by in the Affiliate Registration Form, or into any other bank account that the Affiliate may notify to Waytostay.com from time to time.

3.4 The Affiliate is an independent contractor for all purposes, and will be responsible for his own taxes, workmen's compensation and all other tax related matters.

4. Term and Termination

4.1 This Agreement shall commence on the date on which the Confirmation Email is sent by Waytostay.com to the Affiliate, and shall continue indefinitely unless or until terminated.

4.2 Either Party may terminate this Agreement with immediate effect at any time and for any reason, by written notice to the other Party.

4.3 Upon termination of this Agreement Waytostay.com shall continue to pay to the Affiliate any outstanding Commission in accordance with Article 3 for a period of 12 months after the termination date, on the condition that Waytostay.com has the correct contact and banking details for the Affiliate during that period. Should the Affiliate fail to claim any unpaid Commission within that 12 month period, that failure shall constitute an effective waiver of the Affiliate's right to claim such Commission.

4.4 Upon termination of this Agreement the licence granted in Article 5 below shall terminate automatically and the Affiliate shall immediately remove the Link and any Waytostay.com Intellectual Property that may be in use on the Affiliate Website.

4.5 Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Waytostay.com and Affiliate.

4.6 The Articles of this Agreement referring to liability, intellectual property and confidentiality shall survive termination of this Agreement.

5. Intellectual Property Rights.

5.1 The Affiliate acknowledges that Waytostay.com and/or its licensors shall retain ownership of all rights, title and interest in and to all existing copyrights, inventions, database rights, trademarks and all other intellectual property rights embodied in the Waytostay.com Website, including (but not exclusively) the Waytostay.com logo and Property descriptions (the 'Waytostay.com Intellectual Property')

5.2 Waytostay.com hereby grants the Affiliate for the duration of this Agreement a worldwide, royalty free, non-exclusive, non-transferable licence to use those elements of the Waytostay.com Intellectual Property as provided to the Affiliate by Waytostay.com and which is necessary for the sole purpose of the Affiliate enjoying its rights and performing its obligations under this Agreement. The Affiliate shall not acquire any rights in or to the Waytostay.com Intellectual Property other than as expressly set out in this Agreement.

5.3 The Affiliate agrees that any promotion or marketing that the Affiliate may undertake, although the Waytostay.com brand can be used as an expression of partnership between Affiliate and Waytostay.com, shall comply with the following provisions:

5.3.1 Paid Search: In relation to any paid search advertising or any other form of online targeted advertising offered by companies operating online search engines, travel search sites or price comparison sites, the Affiliate shall not bid on or include in any text of any advertisement any term:

- which is the same as or confusingly similar to the term(s) Waytostay, Way to stay, Way2stay, Waytostay.com, or www.Waytostay.com, or any associated Internet domain names (e.g. Way2stay.com, Waystostay.com)

- which is the same as or confusingly similar to any other trademarks (whether registered or unregistered) belonging to Waytostay.com or any other third party unless the owner of such trade mark has given its prior written consent.

5.3.2 Search Engine Optimization ('SEO'): The Affiliate may not use any term which is the same as or confusingly similar to any trademark (whether registered or unregistered) belonging to Waytostay.com or any other third party in any activity intended to unfairly influence the results of any internet search engine unless the owner of such trademark has given its prior written consent.

5.4 The Affiliate shall comply immediately with any reasonable request from Waytostay.com to cease using any term in any paid search or SEO which is the subject of a third party complaint in relation to any use described in 5.3.1; 5.3.2 or 5.3.3 or similar thereto that may be received by Waytostay.com.

5.5 The Affiliate shall not register or otherwise acquire, any Internet domain name which incorporates any word or words which are identical or confusingly similar to any trademark (whether registered or unregistered) belonging to Waytostay.com or any other third party unless the owner of such trademark has given its prior written consent.

5.6 The Affiliate shall not programmatically evaluate and extract information from ('screen scrape') any part of the Waytostay.com Website.

5.7 The Affiliate shall not make any static copy of any part of the Waytostay.com Website on the Affiliate's own server.

5.8 The Affiliate shall not publish anywhere on the Affiliate Website any statement, either express or implied, that the website is part of, endorsed by, or an official website of Waytostay.com.

5.9 The Affiliate shall not promote Waytostay.com on websites which include sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Nor illegal activities or violate intellectual property rights.

5.10 The affiliate shall not promote Waytostay.com through unsolicited commercial email or spam. Waytostay.com in no way participates in mass unsolicited emailing (i.e. spamming), and the affiliate is expected to adhere to this policy as well. Violation of any article in Article 5 will result in the termination of this Agreement and immediate dismissal from the Affiliate Program.

5.11 The affiliate shall not promote waytostay.com on loyalty, voucher, discount and cash back websites. Sales generated through any promotional strategy, be it discounts, voucher codes or similar, will not be accepted when marketing WayToStay products.

6. Confidentiality

6.1 Neither Party will disclose any confidential information received from the other Party during or in connection with this Agreement. Confidential information includes any software or information regarding software provided or used by Waytostay.com in connection with this Agreement, as well as information regarding the Waytostay.com business structure and pricing policies, information that is designated by either Party as confidential, and any information that the other Party reasonably could expect to be considered confidential.

6.2 Any external communication, press release or marketing material proposed to be released by the Affiliate which refers to Waytostay.com, its services or the existence or terms of this Agreement must be agreed by Waytostay.com in writing prior to release.

7. Right of Assignment

Waytostay.com is entitled to assign the rights and obligations of this Agreement to any other company in which Waytostay.com may have a direct or indirect ownership of at least 50% or to any other company that is connected to Waytostay.com through the ultimate holding company of Waytostay.com. Waytostay.com will inform the Affiliate of any such assignment as soon as is reasonably possible.

8. Applicable Law, Liability, Indemnification and Notices

8.1 This Agreement and the registration process defined in clause 1.5 above shall be construed in accordance with the laws of Spain. Any dispute that arises under or with respect to this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Barcelona.

8.2 The Affiliate represents and warrants that the Affiliate has all appropriate rights and title to, and the appropriate authority to operate, the Affiliate Website.

8.3 Each Party shall be responsible for the content and accuracy of its own website.

8.4 Waytostay.com excludes any and all liability in relation to any (temporary) breakdown of the Waytostay.com Website or any part thereof.

8.5 Each Party will indemnify, defend and hold the other Party harmless against:

i) any claim from any third party based on any alleged infringement of its patent, copyright, trade name or trade mark by the first-mentioned Party's website. Each Party will assist the other Party against such claim upon first request; and

ii) any claim and for any damages arising out of a breach of its obligations under this Agreement.

8.6 Any notice to be provided to Waytostay.com under this Agreement shall be sent to the following address:

Waytostay.com Affiliate Team
Booking Horizon S.L.
Carrer de Bailén 20 1º
08010 Barcelona, Spain

affiliate@waytostay.com

8.6.1 When notice is provided to the email address above, the Affiliates ID number (which will be assigned to the Affiliate by Waytostay.com after the commencement of this Agreement) must be quoted in the subject line of the email.

8.7 Any notice to be provided to the Affiliate under this Agreement shall be sent to the email address provided by the affiliate in the Affiliate Registration form.