Affiliate & Partner Agreement

This agreement contains the terms and conditions governing participation in the holiday autos car finder affiliate & partner program.

1.       Enrollment in the Program.

                                 i.            An Affiliate or partner must submit a completed application. Holiday autos may reject a Program Application for any reason. If a Program Application is rejected, Affiliate or Partner may not reapply to the Program for sixty (60) days.

2.       Participation in the Program.

                                 i.            Following acceptance of a Program Application, holiday autos will provide Affiliate or Partner with approved Internet hyperlinks to the holiday autos web site. Affiliate or Partner agrees to identify itself as a holiday autos Affiliate pr Partner and to display the holiday autos approved Links on each Internet web site identified by the Affiliate or Partner in its Program Application. Affiliate or Partner shall install the holiday autos approved Links (or updates) within fourteen days of receipt, unless other wise agreed to by holiday autos.

                                ii.            Customers who, during the term of this Agreement, visit the holiday autos web site by hyperlinking via a holiday autos approved Link and during that same visit book a vehicle rental from holiday autos using the online booking system shall be known as a "Referral".

                              iii.            Holiday autos will pay the Affiliate or Partner a commission referral fee based upon the amount actually collected from a Referral for departed Travel Arrangements, net of any offsets for credit card fraud, bad debt or credit due because of cancellations or returns. Such Commission Fees shall be paid to affiliate or Partner on a monthly basis, with a minimum of $100.00 USD per payment. holiday autos will pay Affiliate or Partner a Commission Fee only if the Referral is tracked on the online booking system.

                               iv.            holiday autos will use reasonable efforts to provide online reports to Affiliate or Partner each month showing the number of visitors to the holiday autos web site from each Affiliate or Partner Site and the Commission Fees, if any, owed to Affiliate or Partner.

                                v.            Affiliate or Partner acknowledges that holiday autos may refuse to provide customer services to any Referral for any reason.

3.       Use of Trademarks.

Affiliate or Partner agrees that during the term of this Agreement, holiday autos may, but is not required to, include Affiliate or Partner's logos, trademarks, trade names and similar identifying material ("Affiliate or Partner Marks") on the holiday autos web site.

4.       Representations and Warranties.

Affiliate or Partner represents and warrants:

                                 i.            that it is the owner of all Affiliate or Partner Marks; that it has the legal right to grant holiday autos the license to use Affiliate or Partner Marks; and that holiday autos use of such Affiliate or Partner marks will not infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

                                ii.            that it owns and is solely responsible for the development, operation and maintenance of each Affiliate or Partner Site and for the content of all materials that appear on each Affiliate or Partner Site; that it is compliance with all applicable laws and regulations; and that the content of each Affiliate or Partner Site is not defamatory, fraudulent, obscene, infringing or otherwise in violation of any legal rights or duties;

                              iii.            that it will not engage in any "spamming" or similar activities that relate or refer, directly or indirectly to holiday autos;

                               iv.            that it will not make any representation or warranty on behalf of holiday autos or concerning any products or services provided by holiday autos;

                                v.            that apart from its display of holiday autos Approved Links, it will not use any holiday autos trademark, name or URL in any way without holiday autos prior written consent;

                               vi.            that it will not bid on the name "holiday autos" (or any name or combination phrase that is a derivative thereof) or the name of any of holiday autos’ suppliers as part of any key-word or PPC search;

                             vii.            that it will not copy or attempt to duplicate the look and feel of the holiday autos web site, attempt to create an impression that any Affiliate or Partner Site is owned or operated by holiday autos or frame any portion of the holiday autos web site;

                            viii.            that it will not use any customer information provided by holiday autos for any purpose other than to verify the appropriateness of Commission Fees;

                               ix.            that it will not market or promote the Program outside the geographic area for which the Affiliate or Partner has been approved; and

                                x.            that all statements contained in its Program Application are true.

5.       Term of the Agreement.

                                 i.            Unless otherwise terminated as set forth herein, this Agreement will terminate three (3) years from the date of acceptance of the Program Application. The Agreement will automatically renew thereafter on a year-to-year basis unless terminated by either party at least one month before expiration of the term.

                                ii.            Holiday autos may terminate this Agreement immediately, effective upon email notice of termination, in the event that Affiliate or Partner breaches any representation or warranty as set forth above.

                              iii.            Either party may terminate this Agreement in the event of a breach, which breach is not cured within fifteen (15) days of notice to the other party.

6.       Indemnification.

Affiliate or Partner agrees that it will at all times defend, indemnify and hold harmless holiday autos and any of its subsidiaries, affiliates or parent companies and their employees, owners, directors, managers, accountants, attorneys, agents, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) arising out of or related to (i) the development, operation, maintenance and content of any Affiliate or Partner Site; (ii) any products, materials or services provided or made available by Affiliate or Partner via an Affiliate or Partner Site other than holiday autos Products; (iii) any breach of any term, condition of this Agreement by Affiliate or Partner; (iv) any breach of Affiliate or Partner's representations and warranties herein; and/or (v) Affiliate or Partner's willful misconduct and/or negligence. Both parties shall give the other party prompt written notice of any claim, action or demand for which indemnity is, or may be, claimed. holiday autos shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which it is named as a party. Affiliate or Partner shall have the right to participate in any defense of such claim with counsel of its choice at its own expense. Affiliate or Partner shall not, without the prior written consent of holiday autos, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim.

7.       Modification.

holiday autos may modify any of the terms and conditions in this Agreement, at any time, by providing Affiliate or Partner with an email notice noting any such modifications. Modifications may include, but are not necessarily limited to, changes in the scope of available Commission Fees, Commission Fee schedules, payment procedures and Program rules. If any proposed modification is unacceptable to Affiliate or Partner, Affiliate or Partner may terminate this Agreement. Affiliate or Partner's continued participation in the Program following its receipt of email notice from holiday autos constitutes Affiliate or Partner's binding acceptance of any such change.

8.       Miscellaneous.

                                 i.            The parties to this Agreement are independent contractors. Nothing in this agreement is to be construed to create a partnership, joint venture or employment or agency relationship between holiday autos and Affiliate or Partner. Neither party has any authority to obligate or bind the other in any respect.

                                ii.            The interpretation of and performance under this Agreement will be construed in accordance with the laws of the State of Maine, U.S.A. The exclusive jurisdiction and venue for all disputes related to this Agreement shall be the state and/or federal courts in Cumberland County, Maine, U.S.A.

                              iii.            No waiver of a breach or default shall be construed as a waiver of any other breach or default of the same or any other provision. No delay in exercising any rights, powers or privileges under this Agreement shall operate as a waiver of any rights, powers or privileges.

                               iv.            Affiliate or Partner cannot assign this Agreement or its respective rights and duties under this Agreement without holiday autos’ prior written consent. holiday autos may assign this Agreement and/or its rights and duties under this Agreement by providing Affiliate or Partner notice of such assignment.

                                v.            This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns, as permitted herein.

                               vi.            Each provision of this Agreement is separate and distinct from every other provision of this Agreement.

                             vii.            All notices to holiday autos must be given via email to agencysales@holidayautos.com and, if to Affiliate or Partner, via email to the email address set forth in the Program Application. Affiliate or Partner is responsible for maintaining this email address or providing notice to holiday autos of any change to such email address.

                            viii.            This Agreement and the information submitted by Affiliate or Partner as part of the Program Application contains the entire understanding of holiday autos and Affiliate or Partner. This Agreement supersedes any previous discussions and agreements (whether oral or written) between holiday autos and Affiliate or Partner.

                    ix.        Governing Law.  This Agreement and its performance shall be governed by the laws of the State of Texas, United States of America, without regard to its conflict of laws provisions, and by applicable federal laws of the United States.  Agency consents and submits to the exclusive jurisdiction of the state and federal courts located in Tarrant Country, Texas, for the litigation and resolution of all questions and controversies arising out of Agency’s access and use of the Services and this Agreement.  To the extent allowed by applicable law, any claim or cause of action arising from or relating to Agency’s access or use of the Services must be filed with the court having proper jurisdiction over such claim or cause of action within two (2) years after the date on which such claim or action arose or accrued

ALL PRODUCTS OR SERVICES TO BE PROVIDED BY HOLIDAY AUTOS TO AFFILIATE OR PARTNER OR TO ANY REFERRAL OR OTHER USER ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND EXPRESS OR IMPLIED. HOLIDAY AUTOS CANNOT AND DOES NOT GUARANTEE THAT THE HOLIDAY AUTOS SITE OR THE ONLINE BOOKING SYSTEM WILL BE AVAILABLE AT ALL TIMES OR OPERATE ERROR-FREE. HOLIDAY AUTOS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL HOLIDAY AUTOS BE LIABLE TO AFFILIATE OR PARTNER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES HOLIDAY AUTOS’ MAXIMUM LIABILITY TO AFFILIATE OR PARTNER SHALL BE THE AMOUNT OF ANY DUE BUT UNPAID COMMISSION FEES.