Covenants and Undertakings. 4.1 General covenants, undertakings and obligations 4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavors to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Homey Website or the Affiliate Website(s), and (ii) promote and market Homey and the option to book Homey on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available. 4.1.2 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Homey after becoming aware of such errors or being notified by Homey. 4.1.3 The Affiliate shall not (a) programmatically evaluate and extract information (including guest reviews) from any part of the Homey Website (e.g. screen scrape) or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the links or any content contained on or services provided by the Homey Website or attempt to do so; (b) upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) make any representations to visitors, to the general public or to any other party related in any way to the Company, the services, the links or the Homey Website; (d) (attempt to) obtain credit or Commissions from Homey by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive Homey; or (e) otherwise (attempt to) cause detriment to Homey and the Homey Website. Any violation of the aforesaid provisions will lead to the Affiliate being terminated from the program and to forfeiture of any outstanding payments due. 4.1.4 The Affiliate shall not make any static copy of the Content or any part of the Homey Website (including guest reviews). 4.1.5 The Affiliate shall not make any bookings or reservations with Homey on the Homey Website or the Affiliate Website with the purpose of reselling such booking or reservation to or for the benefit of a third party. 4.1.6 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 4 are reasonable and of material importance to Homey, in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and the Homey Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of Homey. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 4 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 4. 4.2 Goodwill, brand protection and traffic 4.2.1 In order to protect the product, service, brand and goodwill of Homey, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the Homey Website (to be determined at Homey sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter: (a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Homey Website including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement); (b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Homey logo (save for any logo that may be provided by Homey for use by the Affiliate under or pursuant to this Agreement); (c) the Affiliate shall not in any way imitate or copy the Homey Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and (d) the Affiliate shall promptly comply at its own costs with any reasonable requests from Homey to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Homey Website. 4.2.1 The Affiliate must ensure a reasonable look-to-book ratio and avoid excessive low quality traffic, as reasonably determined by Homey. If the Affiliate wishes to send traffic in excess of 10,000 daily visitors to Homey, prior written approval by Homey is required. If Affiliate sends excessive low quality traffic volumes to Homey, Homey may suspend the Affiliate at its sole discretion, without prejudice to other remedies as set out in this Agreement, including termination and forfeiture of Commission.
Appears in 1 contract
Samples: Affiliate Agreement
Covenants and Undertakings. 4.1 General covenants, undertakings and obligations
4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavors endeavours to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Homey Water2buy Website or the Affiliate Website(s), and (ii) promote and market Homey the water2buy products and the option to book Homey buy products on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
4.1.2 The Affiliate agrees not to take or omit to take any action which may affect Water2buy's relationship with the parties available on the Water2buy Websites. The Affiliate agrees not to cause or permit to be done anything which may cause Water2buy to be excluded from the process of buying with any products, moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) Water2buy and shall not persuade, induce or attempt to induce any party to terminate its contract with or reduce its dealings and business with Water2buy.
4.1.3 The Affiliate agrees not to communicate with any parties in respect of (consumed) purchases made through the System or for any customer service in respect of such purchases made through the System or consumed.
4.1.4 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Homey Water2buy after becoming aware of such errors or being notified by HomeyWater2buy.
4.1.3 4.1.5 The Affiliate shall not (a) programmatically evaluate and extract information (including guest customer reviews) from any part of the Homey Water2buy Website (e.g. screen scrape) or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the links or any content contained on or services provided by the Homey Website or attempt to do so; (b) upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) make any representations to visitors, to the general public or to any other party related in any way to the Company, the services, the links or the Homey Website; (d) (attempt to) obtain credit or Commissions from Homey by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive Homey; or (e) otherwise (attempt to) cause detriment to Homey and the Homey Website. Any violation of the aforesaid provisions will lead to the Affiliate being terminated from the program and to forfeiture of any outstanding payments due).
4.1.4 4.1.6 The Affiliate shall not make any static copy of the Content or any part of the Homey Water2buy Website on the Affiliate’s own server (including guest customer reviews).
4.1.5 4.1.8 Water2buy will provide the Affiliate with a unique link to a secured website of Water2buy (the "Secured Website"), user ID and password which allows the Affiliate to monitor the purchases of products through the Affiliate Website(s) and all relevant management information made available by Water2buy online. The Affiliate shall safeguard and keep the user ID and password confidential and safely stored and not make disclose it to any bookings person other than those who need to have access to the Secured Website. The Affiliate shall immediately notify Water2buy of any (suspected) security breach or reservations with Homey on the Homey Website or the Affiliate Website with the purpose of reselling such booking or reservation to or for the benefit of a third partyimproper use.
4.1.6 4.1.9 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 4 are reasonable and of material importance to HomeyWater2buy, in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and the Homey Water2buy Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of HomeyWater2buy. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 4 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 4.
4.2 Goodwill, Goodwill and brand protection and trafficprotection
4.2.1 In order to protect the product, service, brand and goodwill of HomeyWater2buy, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the Homey Water2buy Website (to be determined at Homey Water2buy sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:
(a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Homey Water2buy Website including in respect of the color colour scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
(b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Homey Water2buy logo (save for any logo that may be provided by Homey Water2buy for use by the Affiliate under or pursuant to this Agreement);
(c) the Affiliate shall not in any way imitate or copy the Homey Water2buy Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
(d) the Affiliate shall promptly comply at its own costs with any reasonable requests from Homey Water2buy to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Homey Water2buy Website.
4.2.1 The Affiliate must ensure a reasonable look-to-book ratio and avoid excessive low quality traffic, as reasonably determined by Homey. If the Affiliate wishes to send traffic in excess of 10,000 daily visitors to Homey, prior written approval by Homey is required. If Affiliate sends excessive low quality traffic volumes to Homey, Homey may suspend the Affiliate at its sole discretion, without prejudice to other remedies as set out in this Agreement, including termination and forfeiture of Commission.
Appears in 1 contract
Samples: Affiliate Agreement
Covenants and Undertakings. 4.1 General covenants, undertakings and obligations
4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavors to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Homey Agoda Website or the Affiliate Website(s), and (ii) promote and market Homey the Hotels and the option to book Homey Hotels on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
4.1.2 The Affiliate agrees not to take or omit to take any action which may affect Agoda's relationship with the Hotels available on the Agoda Websites. The Affiliate agrees not to cause or permit to be done anything which may cause Agoda to be excluded from the process of booking with any Hotel, moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) Agoda (or its staff) and shall not persuade, induce or attempt to induce any Hotel to terminate its contract with or reduce its dealings and business with Agoda.
4.1.3 The Affiliate agrees not to communicate with any Hotel in respect of (consumed) bookings made through the System or for any customer service in respect of such bookings made through the System or consumed.
4.1.4 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Homey Hotels after becoming aware of such errors or being notified by HomeyAgoda.
4.1.3 4.1.5 The Affiliate shall not (a) programmatically evaluate and extract information (including guest reviews) from any part of the Homey Agoda Website (e.g. screen scrape) or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the links or any content contained on or services provided by the Homey Agoda Website or attempt to do so; (b) upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) make any representations to visitors, to the general public or to any other party related in any way to the Company, the services, the links or the Homey Agoda Website; (d) (attempt to) obtain credit or Commissions from Homey Agoda by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive HomeyAgoda; or (e) otherwise (attempt to) cause detriment to Homey Agoda and the Homey Agoda Website. Any violation of the aforesaid provisions will lead to the Affiliate being terminated from the program and to forfeiture of any outstanding payments due.
4.1.4 4.1.6 The Affiliate shall not make any static copy of the Content or any part of the Homey Agoda Website (including guest reviews).
4.1.5 4.1.7 Under this Agreement, the Affiliate shall not profit from bookings or reservations in addition to receiving Commission from Agoda subject to the terms of conditions of this Agreement. The Affiliate (including its employee and person under its authorization) shall not make any bookings or reservations with Homey any Hotel on the Homey Agoda Website or the Affiliate Website with the purpose of reselling such booking or reservation to or for the benefit of a third partyparty (the “Reselling”). For the avoidance of doubt, Agoda has sole discretion to deem any booking or reservation as Reselling where the payment of such booking or reservation is not directly from the person in whose name(s) such booking or reservation is made. Reselling is considered a material breach of this Agreement. The Affiliate acknowledges that Reselling is contrary to the fundamental purpose of this Agreement. In the case of Reselling, Agoda reserves the right to reject bookings and/or cancel confirmed bookings without prior notifications or refund. Agoda may also immediately terminate the Affiliate’s participation in the program at its sole discretion, without prejudice to other remedies as set out in this Agreement, including forfeiture of Commission and request for compensation.
4.1.6 4.1.8 Agoda will provide the Affiliate with a unique link to a secured affiliate partner website of Agoda (the "Partner Center"), user ID and password which allows the Affiliate to monitor the booking of accommodation through the Affiliate Website(s) and all relevant management information made available by Agoda online. The Affiliate shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Partner Center. The Affiliate shall immediately notify Agoda of any (suspected) security breach or improper use.
4.1.9 Any booking or reservation with any Hotel made by the Affiliate on the Agoda Website or the Affiliate Website are subject to Agoda Terms of Use which may be updated from time to time. For the avoidance of doubt, the Affiliate shall not use the Agoda Website or its contents for any commercial purpose except for the purpose of receiving Commission subject to the terms of conditions of this Agreement.
4.1.10 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 4 are reasonable and of material importance to HomeyAgoda, in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and the Homey Agoda Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of HomeyAgoda. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 4 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of any person with access to the Partner Center through the user ID of the Affiliate, any person reasonably believed to be representing the Affiliate, and the companies within the Affiliate Group and the Group. The Affiliate shall procure, warrant and undertake that any person who has access to the Partner Center through the user ID of the Affiliate, any person reasonably believed to be representing the Affiliate, and the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 4.
4.2 Goodwill, brand protection and traffic
4.2.1 In order to protect the product, service, brand and goodwill of HomeyAgoda, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the Homey Agoda Website (to be determined at Homey Agoda sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:
(a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Homey Agoda Website including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
(b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Homey Agoda logo (save for any logo that may be provided by Homey Agoda for use by the Affiliate under or pursuant to this Agreement);
(c) the Affiliate shall not in any way imitate or copy the Homey Agoda Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
(d) the Affiliate shall promptly comply at its own costs with any reasonable requests from Homey Agoda to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Homey Agoda Website.
4.2.1 The Affiliate must ensure a reasonable look-to-book ratio and avoid excessive low quality traffic, as reasonably determined by HomeyAgoda. If the Affiliate wishes to send traffic in excess of 10,000 daily visitors to HomeyAgoda, prior written approval by Homey Agoda is required. If Affiliate sends excessive low quality traffic volumes to HomeyAgoda, Homey Agoda may suspend the Affiliate at its sole discretion, without prejudice to other remedies as set out in this Agreement, including termination and forfeiture of Commission.
Appears in 1 contract
Samples: Affiliate Agreement
Covenants and Undertakings. 4.1 General covenants, undertakings and obligations
4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavors endeavours to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Homey Xxxxxxx.xxx Website or the Affiliate Website(s), and (ii) promote and market Homey the Hotels and the option to book Homey Hotels on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
4.1.2 The Affiliate agrees not to take or omit to take any action which may affect Xxxxxxx.xxx's relationship with the Hotels available on the Xxxxxxx.xxx Websites. The Affiliate agrees not to cause or permit to be done anything which may cause Xxxxxxx.xxx to be excluded from the process of booking with any Hotel, moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) Xxxxxxx.xxx and shall not persuade, induce or attempt to induce any Hotel to terminate its contract with or reduce its dealings and business with Xxxxxxx.xxx.
4.1.3 The Affiliate agrees not to communicate with any Hotel in respect of (consumed) bookings made through the System or for any customer service in respect of such bookings made through the System or consumed.
4.1.4 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Homey Hotels after becoming aware of such errors or being notified by HomeyXxxxxxx.xxx.
4.1.3 4.1.5 The Affiliate shall not (a) programmatically evaluate and extract information (including guest reviews) from any part of the Homey Xxxxxxx.xxx Website (e.g. screen scrape) or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the links or any content contained on or services provided by the Homey Website or attempt to do so; (b) upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) make any representations to visitors, to the general public or to any other party related in any way to the Company, the services, the links or the Homey Website; (d) (attempt to) obtain credit or Commissions from Homey by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive Homey; or (e) otherwise (attempt to) cause detriment to Homey and the Homey Website. Any violation of the aforesaid provisions will lead to the Affiliate being terminated from the program and to forfeiture of any outstanding payments due).
4.1.4 4.1.6 The Affiliate shall not make any static copy of the Content or any part of the Homey Xxxxxxx.xxx Website on the Affiliate’s own server (including guest reviews).
4.1.5 4.1.7 The Affiliate shall not make any bookings or reservations with Homey any Hotel on the Homey Xxxxxxx.xxx Website or the Affiliate Website with the purpose of reselling such booking or reservation to or for the benefit of a third party.
4.1.6 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 4 are reasonable and of material importance to Homey, in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and the Homey Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of Homey. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 4 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 4.
4.2 Goodwill, brand protection and traffic
4.2.1 In order to protect the product, service, brand and goodwill of Homey, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the Homey Website (to be determined at Homey sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:
(a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Homey Website including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
(b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Homey logo (save for any logo that may be provided by Homey for use by the Affiliate under or pursuant to this Agreement);
(c) the Affiliate shall not in any way imitate or copy the Homey Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
(d) the Affiliate shall promptly comply at its own costs with any reasonable requests from Homey to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Homey Website.
4.2.1 The Affiliate must ensure a reasonable look-to-book ratio and avoid excessive low quality traffic, as reasonably determined by Homey. If the Affiliate wishes to send traffic in excess of 10,000 daily visitors to Homey, prior written approval by Homey is required. If Affiliate sends excessive low quality traffic volumes to Homey, Homey may suspend the Affiliate at its sole discretion, without prejudice to other remedies as set out in this Agreement, including termination and forfeiture of Commission.
Appears in 1 contract
Samples: Affiliate Agreement
Covenants and Undertakings. 4.1 General covenants, undertakings and obligations
4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavors to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Homey XXXXXXXX.XX Website or the Affiliate Website(s), and (ii) promote and market Homey the Hotels and the option to book Homey Hotels on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
4.1.2 The Affiliate agrees not to take or omit to take any action which may affect XXXXXXXX.XX's relationship with the Hotels available on the XXXXXXXX.XX Websites. The Affiliate agrees not to cause or permit to be done anything which may cause XXXXXXXX.XX to be excluded from the process of booking with any Hotel, moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) XXXXXXXX.XX (or its staff) and shall not persuade, induce or attempt to induce any Hotel to terminate its contract with or reduce its dealings and business with XXXXXXXX.XX.
4.1.3 The Affiliate agrees not to communicate with any Hotel in respect of (consumed) bookings made through the System or for any customer service in respect of such bookings made through the System or consumed.
4.1.4 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Homey Hotels after becoming aware of such errors or being notified by HomeyXXXXXXXX.XX.
4.1.3 4.1.5 The Affiliate shall not (a) programmatically evaluate and extract information (including guest reviews) from any part of the Homey XXXXXXXX.XX Website (e.g. screen scrape) or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the links or any content contained on or services provided by the Homey XXXXXXXX.XX Website or attempt to do so; (b) upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) make any representations to visitors, to the general public or to any other party related in any way to the Company, the services, the links or the Homey XXXXXXXX.XX Website; (d) (attempt to) obtain credit or Commissions from Homey XXXXXXXX.XX by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive HomeyXXXXXXXX.XX; or (e) otherwise (attempt to) cause detriment to Homey XXXXXXXX.XX and the Homey XXXXXXXX.XX Website. Any violation of the aforesaid provisions will lead to the Affiliate being terminated from the program and to forfeiture of any outstanding payments due.
4.1.4 4.1.6 The Affiliate shall not make any static copy of the Content or any part of the Homey XXXXXXXX.XX Website (including guest reviews).
4.1.5 4.1.7 The Affiliate shall not make any bookings or reservations with Homey any Hotel on the Homey XXXXXXXX.XX Website or the Affiliate Website with the purpose of reselling such booking or reservation to or for the benefit of a third party.
4.1.6 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 4 are reasonable and of material importance to Homey, in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and the Homey Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of Homey. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 4 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 4.
4.2 Goodwill, brand protection and traffic
4.2.1 In order to protect the product, service, brand and goodwill of Homey, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the Homey Website (to be determined at Homey sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:
(a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Homey Website including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
(b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Homey logo (save for any logo that may be provided by Homey for use by the Affiliate under or pursuant to this Agreement);
(c) the Affiliate shall not in any way imitate or copy the Homey Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
(d) the Affiliate shall promptly comply at its own costs with any reasonable requests from Homey to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Homey Website.
4.2.1 The Affiliate must ensure a reasonable look-to-book ratio and avoid excessive low quality traffic, as reasonably determined by Homey. If the Affiliate wishes to send traffic in excess of 10,000 daily visitors to Homey, prior written approval by Homey is required. If Affiliate sends excessive low quality traffic volumes to Homey, Homey may suspend the Affiliate at its sole discretion, without prejudice to other remedies as set out in this Agreement, including termination and forfeiture of Commission.
Appears in 1 contract
Samples: Affiliate Agreement
