AFFILIATE TERMS AND CONDITIONS
TripAdd LLC, registered at 10 E 39th St, 8th floor, New York, NY 10016, United States (“TripAdd” or “we”), provides an online digital service (the “Service”) through which customers can search, view, and then click-through to book at a partnering Travel Service Provider (as defined below) website various travel-related services, including flights, hotels, and other activities (the “Travel Services”). We provide the Service through our artificial intelligence (AI) powered chatbot Eddy AI and through tools or other devices of third parties (the “Platform”).
We run the Eddy AI Partner Program which allows our selected partners to make the Service available to their customers and on the partners’ websites and social networks accounts (the “Your Website”).
These Terms and Conditions is a binding legal contract between us and you – the party seeking to join the program (the “Partner” or “you”). Your access to and use of the Eddy AI Partner Program is subject to these Terms and Conditions. You shall not enroll and participate in the Eddy AI Partner Program if you do not fully accept and agree to these Terms and Conditions.
By registering for and participating in the Eddy AI Partner Program you are fully accepting the terms, conditions and disclaimers contained in this document and all policies and guidelines that are incorporated by reference.
1.1. The terms below shall have the meanings assigned to them.
(a) “Affiliate(s)” means an individual or entity which (a) directly or indirectly controls or is controlled by or is under common control with a Party; and/or (b) owns or controls fifty percent (50.0%) or more of the outstanding voting securities of a Party.
(b) “Agreement” means these Terms and Conditions.
(c) “Authorized Recipients” has the meaning as set out in Section 9.1.
(d) “Confidential Information” means the terms of this Agreement and secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets, and other information relating to either Partner or TripAdd (including the same categories of information relating to each Party´s Affiliates) and its customers and connected to the subject matter of this Agreement, in any form or medium whether disclosed orally or in writing before or after the Effective Date, together with any reproductions of such information in any form or any part of this information.
(e) “Data Protection Legislation” has the meaning as set out in Section 9.5.
(f) “Effective Date” means the date when you agree to and confirm the acceptance of this Agreement.
(g) “Party/Parties” means the party or parties to this Agreement.
(h) “Personal Data” shall be defined as per the EU General Data Protection Regulation 2016/679 (GDPR).
(i) “Platform” has the meaning as set out in the recitals of this Agreement.
(j) “Revenue Sharing Fee” has the meaning as set out in Section 6.1.
(k) “Service” has the meaning as set out in the recitals of this Agreement.
(l) “Statement” has the meaning as set out in Section 6.2.
(m) “Transaction Data” has the meaning as set out in Section 7.4.
(n) “Travel Service Provider” means a supplier who makes Travel Services available for bookings through the Service.
(o) “Travel Services” has the meaning as set out in the Background section.
(p) “Widget” means a script or a software code related to the Platform that allows you to add functionality to Your Website.
(q) “Your Customer” means a visitor, user, or customer who uses the Service through Your Website via the Platform.
(r) “Your Website” has the meaning as set out in the recitals of this Agreement.
2.1. Subject to the terms and conditions of this Agreement, we agree to make the Service available to you. The Service will be provided via the Widget on Your Website. You shall integrate the Widget into Your Website and make it publicly available and accessible during the term of the Agreement.
2.2. As full consideration we shall pay you a Revenue Sharing Fee as detailed in Section 6 below.
2.3. This Agreement is not intended, nor should anything herein or in any of the arrangements contemplated herein, be construed, to create a joint venture or the relationship of partners, partnership or principal and agent between the Parties. Neither Party shall act, or be construed to act, as the agent of the other.
2.4. You acknowledge that you enter into this Agreement not as a consumer and not acting for purposes which are outside your trade, business, craft, or profession.
3.1. Once you register with us, we will provide you a set of instructions and with unique identifiers (the “Widget”) which when integrated into Your Website allows Your Customers to use the Service. You can customize the appearance of the Widget by changing the script using the tools on our website.
3.2. The customization which you can make using the tools we provide to you on our website is the only customization of the Widget that we provide to you. We have no obligation to change, customize or “white-label” the Widget, the Service and/the Platform upon your request.
4.1. You shall at your own costs integrate and make the Widget available at prominent place(s), web pages, and in such place, size, and form on Your Website.
4.2. From time-to-time we may change the Service, the Platform, the Widget, and/or instructions of their implementation; in such case you shall promptly change and integrate the new Widget into Your Website. Unless we instruct you otherwise, you shall use the latest Widget and promptly implement the instructions communicated to you by us. You acknowledge that the failure to use the latest Widget and follow our instructions may result in failure of Your Website and the availability of the Service and/or Platform to you and/or Your Customers.
4.3. You shall not exploit or use the Platform for any purpose or in any manner, including through third party platforms, except as expressly allowed in this Agreement.
4.4. You shall not abuse the Service or the Platform; “abuse” means any conduct which does or may (i) damage, impair, overburden or disable any system of any person (including us) using the Services or the Platform, (ii) interfere with any other person’s use of the Internet or of the Services or the Platform, (iii) compromise or tamper with the security of our or any other person’s software, hardware, systems, networks or the Platform including (without limitation) spamming and mass messaging, the use of software and technologies known as “floodbots”, “clonebots”, “automated client” ( e.g. “bots”, “fserv” or “script”), nuking and nuking tools, etc.
4.5. You agree not to take, or omit to take, any action which may affect or interfere with our relationship with the Travel Service Providers, including (i) by actively soliciting an agreement of any kind with any Travel Service Provider; (ii) by performing activities that may cause us to be excluded from the process of booking or cause a Travel Service Provider to terminate its relationship with us or reduce its business with us; or (iii) by selling Travel Service Providers any sort of advertisement or preferential treatment on Your Website. You may not use contact information received from us to contact or to communicate directly with Travel Service Providers for any purpose
4.6. In case where you integrate and make publicly available the Widget on a social network account or any other platform which you do not own and control, you shall comply with the terms and conditions set by the provider of such social network and platform.
5.1. You acknowledge that all booking and payment transactions in relation to the Travel Service are carried through TripAdd and/or providers, selected by us in our sole discretion. You shall not betake any measures which could hinder the transactions.
5.2. If a booking is made by a Your Customer, we and the Travel Service Provider shall be solely responsible for the transmission of the relevant booking details to the Your Customer. Only we and/or the Travel Service Provider shall (i) send the subsequent (email) confirmation to the Your Customer, and (ii) handle the relationship with the Your Customer through completion of the Travel Service.
5.3. You agree and acknowledge that continuous and unhindered access to the Service by Your Customers is essential to us and together with your other obligations serves as a partial consideration to us under the Agreement. Therefore, in case you breach any obligation in Section 4, we may in our sole discretion (i) suspend our obligations under this Agreement with immediate effect until you remedy the breach and its consequences, (ii) terminate this Agreement pursuant to Section 8.3(b), and/or (iii) seek any other legal or equitable remedy available to us.
5.4. You shall not intercept any transactions or their data and will forward any data relating to reservations and bookings including payment information obtained from a customer of Your Website to us. You may not use such data in breach of the applicable laws and in any way not permitted by this Agreement.
6.1. As full consideration for the performance of your obligations under the Agreement, we will pay you a monthly revenue sharing fee (the “Revenue Sharing Fee”) which equals to one hundred (100) percent of all amounts received by us from the Travel Service Providers for the Travel Services purchased by the Your Customers during the term of the Agreement via the Platform, less any taxes, discounts, and refunds and/or chargebacks to customers, and payment providers fees. The Revenue Sharing Fee shall accrue on the day the revenue is received by us.
6.2. We will within the first 15 (fifteen) days of the following month, provide you with a monthly sales revenue statement (the “Statement“) setting forth the basis for calculation of the Revenue Sharing Fee.
6.3. Based on the Statement, you shall invoice us and such invoice shall be paid within twenty (20) days from receipt of the invoice. The Revenue Sharing Fee shall be paid to you when an amount of at least a one hundred (100) Euros or more will be accumulated.
7.1. Subject to your full compliance to the terms and conditions herein for the term of the Agreement we grant you a personal, non-exclusive, revocable royalty free and worldwide right and license to make the Widget available on Your Website, as provided or made available by us.
7.2. Unless agreed otherwise in writing by us, you shall not (i) be entitled to sublicense the rights granted to it under Section 7.1, (ii) sublicense the Widget to any third party, or (iii) hyperlink to the Platform via or in collaboration with any other party. Unless agreed otherwise by TripAdd in writing or save as set out otherwise in this Agreement, you shall not directly or indirectly be entitled to sell, use, transfer, license, sublicense, communicate, disclose, make available, allow access to, divulge or otherwise disseminate the Widget to any other party, or for any other purpose other than generating Travel Service reservations through the Platform.
7.3. Any developments, enhancements or improvements to the Widget and/or the Platform, together with all programmes, documentation and manuals relating thereto, shall vest in and be owned solely by us.
7.4. Any data generated and transmitted to us in connection with the use of the Widget and/or the Platform (the “Transaction Data”) shall be considered our data. We shall have the right to (i) use Transaction Data in order to perform its obligations under this Agreement and (ii) grant a Travel Service Provider, or an entity acting on behalf of a Travel Service Provider, that are the subjects of the transaction to which such Transaction Data relates, with the right to use Transaction Data in connection with Transactions.
8.1. This Agreement shall commence on the Effective Date and will remain in effect until terminated according to its terms.
8.2. Either Party may terminate this Agreement at any time and for any reason upon thirty (30) days prior written notice to the other Party.
8.3. This Agreement shall terminate immediately and automatically in the event of:
(a) the appointment of a receiver or trustee for the benefit of creditors of either Party, or if either Party shall be declared bankrupt or insolvent or shall be subject to any proceedings under the laws relating to bankruptcy, insolvency, or the relief of debtors;
(b) breach by either Party of any substantive term of this Agreement as follows: (i) if the breach is not capable of being remedied, upon notice by the non-breaching Party of such breach, or (ii) if the breach is capable of being remedied, ten (10) days after notice by the non-breaching Party, if the breaching Party fails to remedy such breach during this ten (10) day period.
8.4. If you directly or indirectly breach any covenant, undertaking, restriction, obligation, or warranty, we may, in addition to the other remedies set forth in this Agreement or available under law suspend our obligations under this Agreement with immediate effect until you remedy the breaches and its consequences.
8.5. Upon any termination of this Agreement, you must immediately (i) cease using the Widget and the Platform and to remove the former from Your Website and (ii) return or deliver to us all documentation and other material, including all copies thereof, in your possession or under its control which contain Confidential Information of TripAdd.
8.6. The provisions of this Agreement which by their sense and context are intended to survive performance by either or both Parties and the rights deriving from such provisions will survive the completion, expiration, termination or cancellation of this Agreement.
9.1. Each Party:
(a) must keep secret and confidential all Confidential Information disclosed to it; and
(b) must not disclose the Confidential Information (except to its Affiliates, employees, consultants, subcontractors, agents, professional advisers or insurers and their employees, consultants, subcontractors, agents, professional advisers or insurers and any of its or its Affiliates’ financiers or potential financiers (the “Authorized Recipients”) on a “need to know” basis) save with the prior written consent of the Party whose Confidential Information is being disclosed. Disclosure to any Authorized Recipient will be subject to the Authorized Recipient being bound by obligations equivalent to those set out in this Section 9. The person disclosing Confidential Information to an Authorized Recipient must ensure that such Authorized Recipient complies with such obligations.
9.2. The obligations of confidentiality in this Section will not apply to any information that either Party can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or
(b) was in its own written records prior to the disclosure to it of the confidential Information; or
(c) was independently disclosed to it by a third party entitled to disclose the same.
9.3. The obligations of confidentiality in this Section will not prevent either you or us from disclosing such Confidential Information where it is required to do so under any applicable law or the rules of any recognized stock exchange or by order of a court or governmental body of authority of competent jurisdiction or a mandatory requirement of any regulatory authority.
9.4. Each Party must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of any Confidential Information in its possession and to prevent unauthorized access to or use of such Confidential Information. Neither Party may use Confidential Information or reproduce such Confidential Information in whole or in part in any form except as may be required by this Agreement.
9.5. The Parties acknowledge that neither Party will be supplying Personal Data to the other Party under this Agreement. Personal Data shall be defined as per the General Data Protection Regulation or any analogous law in any country which has jurisdiction in relation to the subject matter of this Agreement or any data to be processed under this Agreement (“Data Protection Legislation”). Notwithstanding the above intention of the Parties, in the event that either Party processes any Personal Data contained in the Confidential Information of, or that is otherwise supplied by, the other Party or its Affiliates, such Party hereby agrees to process such Personal Data at all times in compliance with Data Protection Legislation, and to adhere to all applicable requirements for the processing of Personal Data, including, but not limited to:
(a) process Personal Data only for the purposes of providing the services under this Agreement or otherwise in accordance with the instructions of the other Party or its Affiliates; and
(b) having appropriate operational and technical measures in place to safeguard the Personal Data against any unauthorized access, loss, destruction, theft, use or disclosure.
10.1. You hereby represent and warrant to us that for the term of this Agreement:
(a) you have all necessary rights, title to, power and authority to own, operate and use Your Website and integrate and make the Widget available on Your Website as per this Agreement;
(b) Your Website shall not (a) violate public policy and morals, or (b) contain any inappropriate, unlawful or improper content, reference, material, information, links or banners, defamatory statements, elements which violate the privacy of third parties, or which are abusive, offensive or obscene;
(c) you hold and have complied with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing its operations and business.
10.2. Except as otherwise expressly provided in this Agreement, neither Party makes any representation or warranty, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter. We provide the Widget, the Platform and the Service on an “as is” and “as available” basis. Specifically, you acknowledge that we make no claims, representation or warranty as to the revenue generated by and future profitability of the Agreement.
10.3. You hereby acknowledge and agree that the Travel Services booked through the Service are provided to customers by the applicable Travel Service Providers and not by us. We will have no liability to you or any of Your Customers for (i) any failure of the Platform or any third party that results in the failure or inability to process a booking through the Platform or (ii) the quality of the Travel Services provided to the customer.
10.4. Each Party acknowledges the difficulties inherent to the use of the Internet; in particular, varying speeds and congestion in the network can cause interruptions and difficulties in accessing a website or application. Each Party excludes any and all liability in respect of the other Party which is related to any scheduled or unscheduled and/or partial or total breakdown or downtime (for maintenance, updates or otherwise) of the Platform and/or the Service.
11.1. If the Platform, the Service, the Widget, or any component thereof, is found to be infringing or if any use thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, we shall, at our option and sole cost and expense: either (i) procure for you the right to continue to use the Platform, the Service and the Widget, (ii) modify or replace such Platform, Service, and Widget in a manner that retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (iii) require you to terminate the use of and return the Platform, the Service and the Widget, in which case you shall not be entitled to any compensation. This Section 11 states our sole liability to, and your exclusive remedy against us for any type of claim described in this Section.
11.2. You shall defend, indemnify and hold harmless us, our affiliates and each of their respective employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims, costs, damages and expenses, including reasonable attorneys’ fees, that arise from or relate to: (i) violation of any privacy or other rights of any third party (including Your Customers) in connection with the Service or (ii) infringement, of the intellectual property rights of any third party, or (iii) any claim related to Your Website, including, without limitation, content therein not attributable to us. In addition, in such case we may suspend or terminate our obligations under this Agreement with immediate effect until you remedy the breaches and its consequences.
Notwithstanding any damages that you might incur, the entire liability of TripAdd and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to EUR 500.00 (five hundred Euros). To the maximum extent permitted by applicable law, in no event shall we or our suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the software product, or otherwise in connection with any provision of this license), even if we or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
13.1. Exclusivity. The cooperation based on this Agreement is non-exclusive for TripAdd. Nothing in the Agreement shall prevent us from working with, participating in, or offering any partnership to third parties.
13.2. Notices. Any notice or other formal communication under the Agreement must be in English and in writing (which, for the purposes of this section, includes e-mail, but not fax).
13.3. All notices and other communications under the Agreement shall be deemed to have been received by a Party:
(a) when sent by registered mail or courier, on the sevenths business day after posting, unless actually received earlier;
(b) when delivered by hand, on the day of delivery;
(c) when sent by e-mail, on the day the receiving Party confirms its receipt (the confirmation to be provided by e-mail).
13.4. Costs. Each Party shall bear its own costs and expenses in connection with negotiation, preparation, execution and(or) performance of the Agreement.
13.5. Whole Agreement. This Agreement (including the Schedules, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, offers, undertakings or statements regarding such subject matter.
13.6. Assignment and Third-Party Beneficiary. Neither Party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other Party, provided that TripAdd may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an Affiliate without your consent. This Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing herein is intended to or shall implicitly confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement, except to the extent explicitly stated otherwise in this Agreement.
13.7. Direct Marketing. To the extent permitted by applicable law, we will use your contact details to market your own similar goods or services to you. Please contact us by email eddyai@tripadd.com if you wish us not to do so.
13.8. Partial Invalidity. If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
13.9. Governing Law and Dispute Resolution. The Agreement shall be governed by the substantive laws of the United States. Any dispute arising out of or relating to this Agreement shall be finally settled by arbitration in New York City, United States, as determined based on the seat of TripAdd.
These Terms and Conditions have been updated on December 6, 2022.