STEELE TRAVEL REWARDS
TRAVEL CONTENT PUBLISHER COMMISSION AGREEMENT
This Agreement (the "Agreement") contains the terms and conditions that govern your participation in the Steele Travel Rewards, Inc. ("Steele") Travel Content Publisher Commission Program (the "Program"). The Program provides publishers of websites, blogs, social media content, and other content platforms ("Publishers" or "You") with the opportunity to promote and market exclusive hotels and resorts to consumers (the "Hotels") through the use of Steele's affiliate marketing system (the "Steele System").
BY CHECKING THE BOX OR CLICKING THE "ACCEPT AND CONTINUE" BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
- Description of the Program. The Program allows you to feature content about participating hotels and resorts ("Hotels") on your websites, digital publications, blogs, social media content and/or other digital content which you will use in connection with the Program (your "Publications") and to earn commissions for qualifying reservations booked by your readers ("Travelers"). In order to facilitate your advertisement of Hotels, Steele shall make available to you data, images, text, links, and other information about Hotel ("Hotel Content"). Your use of the Hotel Content is governed by the terms of this Agreement.
- Application to Participate in the Program. Upon your application to participate in the Program, Steele will review the suitability of your Publications, including their adherence with Steele's guidelines as further set forth on the Publication Guidelines Schedule attached hereto, as may be amended by Steele from time to time. You acknowledge and agree that Steele shall have the sole right and discretion to accept or reject your application to participate in the Program. In the event that Steele shall reject your application to use the Steele System, this Agreement shall be deemed to be terminated immediately without further notice and without liability or further obligation of either party.
- License. Upon Steele's acceptance of your application and subject to the terms and conditions herein, you are granted a personal, non-exclusive, non-transferable, revocable limited license to use the Steele System, any related software and the Hotel Content solely for the purposes set forth herein.
- Hotel Content and Links in Your Publications. After you have been notified that you have been accepted into the Program, you may display any Hotel Content in your Publications that you select from the Steele System. For each Hotel that participates in the Program, we will provide you with a link (a "Steele Link") to the Steele System which will permit the accurate tracking, reporting, and accrual of Commissions for Qualified Stays by your Travelers, as defined below. You may earn Commissions only with respect to activity occurring directly through Steele Links and the Steele System in accordance with the terms herein. We will have no obligation to pay you Commissions if you fail to properly format a Steele Link in your Publications.
- Your Use of the Steele System. As part of the registration process, you will select a username and password and provide certain information. You must provide accurate information. You are solely responsible for maintaining the confidentiality of your username and password. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. Steele shall be entitled to assume that anyone utilizing your username and password is, in fact, you. You agree to notify Steele immediately of any unauthorized use of your account. Steele shall have the right at any time to change, modify or amend your username and password.
- Qualified Stays, Hotel Commission Rates and Commissions.
- (a) Subject to the exclusions set forth below, if a Traveler books a reservation via a Steele Link posted on one of your Publications and shall fulfill that reservation by staying at the Hotel and paying for that stay in full (a "Qualifying Stay") you will earn a commission (a "Commission") for that Qualifying Stay as is determined by multiplying the commission rate for that specific Hotel, as posted on the Steele System (the "Hotel Commission Rate") by the Net Booking Revenue for such Qualifying Stay. For the purposes of this Agreement, Net Booking Revenue shall mean the total actual room revenue collected by the Hotel for a Qualifying Stay less any taxes, tariffs, VAT, any other governmental fee which you are required to collect and to pay over to a governmental entity and/or any credit card chargebacks made for any reasons.
- (b) You acknowledge that Steele has the right to change any Hotel Commission Rate, at any time, provided that, no change in Hotel Commission Rate shall by applied to any Qualifying Stays which were completed prior to the effective date of the change in the Hotel Commission Rate.
- (c) Commissions are deemed to be earned by you when Steele determines them to be "Final". The determination of when a Commission is "Final" will be made solely by Steele, on a Hotel by Hotel basis, based upon factors which, include, but be limited to, Steele having receiving a commission payment from the Hotel for the Qualifying Stay and the period for a credit charge chargeback by the Travelers having expired.
- Notwithstanding the foregoing, no Commission shall be earned by you on any Qualifying Stays for which Steele does not receive a commission payment from a Hotel, regardless of the reason, or if:
- (i) Subsequent to a Traveler clicking on a Steele Link posted on one of your Publications, a Traveler books a reservation at that Hotel on a different computer or mobile device than the computer or device on which the Steele Link was clicked.
- (ii) a Reservation for a Qualifying Stay is not correctly tracked or reported because you did not properly format the Steele Link on your Publication;
- (iii) a Reservation for a Qualifying Stay is made by a Traveler more than ninty (90) days after the Traveler first clicked on a Steele Link posted on one of your Publications;
- (iv) a Reservation is made for resale or commercial use of any kind;
- (v) a Reservation is made in any way that violates the terms of this Agreement;
- (vi) a Reservation or Qualifying Stay is made after the termination of this Operating Agreement.
- (vii) your use of any "redirecting" link sends users indirectly to a Hotel website via an intermediate site or webpage.
- (viii) the Traveler has been induced by you to visit your Publication through your purchase of advertisements on any search engine or advertising network.
- Payments. We will pay you Commissions on a monthly basis for Qualifying Stays which Steele has been deemed Final, subject to any applicable withholding or deduction described below. We will pay you approximately sixty (60) days following the end of each calendar month using PayPal; provided that we may accrue Commissions until the total amount due to you is at least $50.
- Your Responsibilities. You will be solely responsible for your Publications, including their development, operation, and maintenance and all materials that appear on or within it. Specifically, you will be solely responsible for:
- (a) the technical operation of your Publications;
- (b) properly displaying Steele Links and Hotel Content in your Publications in compliance with this Agreement and our technical guidelines;
- (c) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, all materials posted in your Publications (including all Hotel descriptions and other Hotel -related materials and any information you include within or associated with Steele Links);
- (d) using the Hotel Content, your Publications, and the materials on or within your Publications in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights); and
- Steele shall have no liability for these matters or for any of your end users' claims relating to these matters, and you agree to defend, indemnify, and hold Steele, and Steele's employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your Publication or any materials that appear on your Publication; (b) the use, development, design, production, advertising, promotion, or marketing of Publication or any materials that appear on or within your Publication; (c) your use of any Hotel Content, whether or not such use is authorized by or violates this Agreement, or applicable law; (d) your violation of any term or condition of this Agreement; or (e) your or your employees' negligence or willful misconduct.
- Your Publications. For as long as you participate in the Program, your Publications may not contain any content which we reasonably deem inappropriate, offensive or objectionable, including, without limitation, content that:
- (a) impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
- (b) promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another's privacy, hateful, discriminatory based on race, sex, religion, nationality, disability, sexual orientation, directed toward children under 18 or otherwise objectionable;
- (c) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- (d) contains downloadable malware, adware, viruses or the like;
- (e) involves the transmission of "junk mail", "chain letters" or unsolicited mass e-mails;
- (f) uses automated scripts or other technology to collect information from or otherwise interact with the Steele Service or other users without their consent; or
- (g) engages in solicitation activities such as multi-level marketing schemes.
- Publicity. Pending prior approval, you agree not issue any press release or make any other public communication with respect to this Agreement, your use of the Hotel Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you, or you and a Hotel, or express or imply any relationship or affiliation between us and you or you and a Hotel except as expressly approved.
- No Warranty of Success. You acknowledge that Steele makes no representations or warranties regarding your potential earnings from participating in the Program and in no event shall Steele be responsible to you for any expenses you incur in connection with your participation in the Program.
- Compliance with Laws. In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003), and all related FTC and similar consumer protection and privacy-related laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC's.com Disclosures.
- Term and Termination. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either you or Steele. Either you or Steele may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Agreement, any and all licenses you have with respect to Hotel Content will automatically terminate and you will immediately stop using the Hotel Content and promptly remove all Steele Links from your Publications and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Program. Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
- Modifications. Steele has the right to modify this Agreement, at any time and without prior notice to you. Your continued use of the Steele System following the modification of this Agreement shall be deemed to be your agreement to be bound by the modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
- Limitation of Liability. STEELE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE STEELE SYSTEM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM AND THE STEELE SYSTEM, WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
- NO WARRARANTIES. THE PROGRAM, THE STEELE SYSTEM, ANY PRODUCTS AND SERVICES, ANY STEELE LINKS, LINK FORMATS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF STEELE IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "STEELE OFFERINGS") ARE PROVIDED "AS IS." STEELE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE STEELE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, STEELE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE STEELE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY STEELE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY STEELE OFFERING, AT ANY TIME AND FROM TIME TO TIME. STEELE DOES NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER STEELE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.
- Relationship of Parties. You and Steele are independent contractors, and nothing in this Agreement or will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Steele. You will have no authority to make or accept any offers or representations on Steele's behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
- No Exclusive Relationship. You acknowledge that your relationship with Steele and any Hotel is not exclusive and that Steele may enter into similar agreements with other publications that will compete with your Publications in connection with the same Hotels.
- Disputes. Any dispute relating in any way to this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of New York, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Notwithstanding anything to the contrary in this Agreement, Steele may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights.
- Miscellaneous. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Any failure by Steele to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Steele's right to subsequently enforce such provision or any other provision of this Agreement.
To begin the enrollment process, you must submit a complete and accurate Program application.
You must identify your Publications in your application. We will evaluate your Publications and notify you of its acceptance or rejection. We may reject your application in our sole discretion if we determine that your site is unsuitable or for any other reasons. Unsuitable sites include those that: (a) promote or contain sexually explicit materials; (b) promote violence or contain violent materials; (c) promote or contain libelous or defamatory materials; (d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote or undertake illegal activities; (f) are directed toward children under 13 years of age, as defined by the Children's Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder; or (g) otherwise violate any parties intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement.
You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.