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Marketing affiliate agreement

GENERAL TERMS

These General Terms to the Marketing Affiliate Agreement, (“GTC”) together with the specific terms recorded into the Affiliate System in relation to the Affiliate Partner (“Specific Terms”), each as amended from time to time in accordance with the terms therein, constitute the entire agreement concerning their cooperation in marketing activities as determined herein (“Agreement”) between Travelminit, an operator of online platforms promoting accommodation and touristic services worldwide, and the Affiliate Partner.

1. REGISTRATION

1.1 Travelminit maintains and operates a software and database system (“Affiliate System”), which records the data of each Affiliate Partner and the Bookings made via the Affiliate Sites and the actually travelled and paid by the customer.

1.2 The Agreement enters into force between the Parties once the Affiliate Partner registers its data in the Affiliate System and, in the course of the registration, accepts these GTC. Travelminit provides the Affiliate Partner with online access to the Affiliate System.

1.3 The Agreement is concluded for an indefinite term.

2. DEFINITIONS

Affiliate Partner means the partner with whom Travelminit registered in the Affiliate

System.

Affiliate Sites mean the websites operated by the Affiliate Partner.

Affiliate System means the online registration and monitoring system maintained by

Travelminit for recording the information and data required for operating the marketing cooperation regulated herein.

Affiliate Visitor means a customer visiting Travelminit’s website via an Affiliate Site.

Agreement means these GTC together with the Specific Terms.

Booking means a reservation made on Travelminit’s website by an Affiliate

Visitor (which means successfully closed with accomodation of the guest ).

Cookie means the data recorded by the Affiliate System on Affiliate Visitors.

Cookie Life means the 30 days period until which the Cookie is stored and

may be used for calculating the relevant commission.

Commission Rate means the 5% gross percentage constituting the basis of the commission calculation.

GTC means these General Terms to the Marketing Affiliate Agreement.

Marketing Materials means all marketing material, including logos, banners, texts and

photos, plug-ins, codes, databases, and other advertisement elements developed by or for Travelminit which it deems appropriate to promote its online platform and the content thereon.

Parties (or individually the Party) means Travelminit and the Affiliate Partner.

Specific Terms means the specific terms agreed by the Parties and recorded into the Affiliate System by the relevant Party.

Travelminit means Travelminit International SRL (registered seat: Liberty Technology Park, Garii st. no. 21., Building D, entrance D1, office 1B, 400267 Cluj-Napoca, Romania; trade registry number: J12/546/2018),

3. AFFILIATE SITES

3.1 The Affiliate Partner operates the Affiliate Sites.

3.2 The Affiliate Partner represents and warrants to Travelminit that it has appropriate rights,

authorization, and entitlement to the Affiliate Sites and to utilize those in accordance with the

terms herein.

3.3 The Affiliate Partner is responsible to keep, use and maintain the Affiliate Site in accordance with the prevailing laws and regulations, including data protection regulations on its own cost and expense.

3.4 The Affiliate Partner shall have all liability and shall indemnify Travelminit for any damages, cost, and expenses which Travelminit may incur in connection with the unlawful use by the Affiliate Partner of the Affiliate Sites.

4. MARKETING MATERIALS

4.1 Travelminit has developed and / or owns the Marketing Materials. Travelminit represents and warrants that it has all right, authorization and license to use the Marketing Materials as

indicated herein.

4.2 Travelminit owns to the fullest extent possible under applicable laws any and all intellectual property rights relating to the Marketing Materials.

5. MARKETING COOPERATION

5.1 The Affiliate Partner undertakes to publish and keep published the Marketing Materials on the Affiliate Sites, in accordance with all instructions of Travelminit, immediately but no later than within 15 (fifteen) days after the Marketing Material is made available to the Affiliate Partner until the termination of the Agreement.

5.2 Travelminit provides the Marketing Materials to the Affiliate Partner via the Affiliate System and by email.

5.3 Travelminit grants limited scope license to the Affiliate Partner over the Marketing Material solely for the purpose indicated in this GTC. The Affiliate Partner is not entitled to use the Marketing Materials for any other purposes or to grant access or sub-license to any third party over the Marketing Materials. The Affiliate Partner is not entitled to alter, modify, translate or to change in any way the Marketing Materials.

5.4 The Affiliate Partner undertakes to comply with any technical or design requirements made by Travelminit in connection with the publication or removal of the Marketing Materials.

5.5 The Affiliate Partner is not entitled to harm or attack any websites operated or owned by

Travelminit

5.6 The Affiliate Partner shall have all liability and shall indemnify Travelminit for any damages, cost, and expenses which Travelminit may incur in connection with the misuse by the Affiliate Partner of the Marketing Materials, of the breach by the Affiliate Partner of the Agreement.

6. COMMISSION AND PAYMENT TERMS

6.1 The Affiliate Partner is entitled to a gross commission which is calculated as a predetermined percentage (“Commission Rate”) of the gross value of the Booking made within a predetermined period (“Cookie Life”) by visitors coming from an Affiliate Site and actually paid.

6.2 The Affiliate Systems stores for the relevant Cookie Life the data of visitors (“Cookie”) coming from an Affiliate Site to Travelminit’s website (“Affiliate Visitor”). Accordingly, should the Affiliate Visitor return directly to Travelminit’s website within relevant Cookie Life, the

Affiliate Partner is still entitled to receive the commission for a Booking made by the Affiliate

Visitor (which means successfully closed with accomodation of the guest) at an accommodation viewed by the Affiliate Visitor via the Affiliate Site and actually

paid.

6.3 The relevant Commission Rate and Cookie Life levels are indicated in Table below:

Parameters

Standard Level

Silver Level

Gold Level

Gross value of bookings per month

Between

1-10.000 euro

Between 10.001-20.000

Over 20.001

Gross value of Commission per Affiliate Partner

5%

5,50%

6%

Cookie Life

30 days

30 days

30 days

The settlement period


Til the 15th of the subsequent month


Til the 15th of the subsequent month


Til the 15th of the subsequent month

Commission payment from the invoice reception

30 days

30 days

30 days

6.4 The commission constitutes all consideration due to the Affiliate Partner under the Agreement; and the Affiliate Partner is not entitled to claim any further compensation for cost or expenses incurred by the Affiliate Partner under the Agreement.

6.5 The monthly commission is calculated on the basis of the data registered by the Affiliate System. Travelminit sends the performance certificate on the commission for the latest month by email to the email address recorded by the Affiliate Partner in the Affiliate system by the 15th day of the subsequent month. The Commission payment will be effected within a delay of 30 days from invoice reception. In case this exceeds 10.000 euro in value with a gross basis of 5%, then the extra Commission per volume between 10.001-20.000 will grow, according to the Table (6.3) with 0,5% and for a value over 20.000 euro the extra Commission per volume will grow to 1%.

6.6 The Affiliate Partner shall submit to Travelminit its invoice based on the performance certificate within 10 days from receiving the performance certificate by sending the invoice to billing@travelminit.com.

Invoices are paid by Travelminit within 30 days from the receipt of the invoice.

7. AMENDMENTS

7.1 Travelminit is entitled to unilaterally amend these GTC, at any time in its own discretion by sending notification via email to the Affiliate Partner at least 20 days prior to the amendment’s coming into force.

7.2 Should the Affiliate Partner not consent to the amendment, it is entitled to utilize its termination right in point 8.1. If the Affiliate Partner does not terminate the Agreement, the amendment is deemed accepted by the Affiliate Partner.

8. TERMINATION

8.1 Any of the Parties may terminate the Agreement with 15 days prior notice.

8.2 Any of the Parties may terminate the Agreement with immediate effect in case of serious breach by the other Party of the Agreement, including:

a) breach by the Affiliate Partner of any of point 3.3, 5.4 or 5.5;

b) any action or omission by the Affiliate Partner, which Travelminit deems, in its sole discretion, as a violation of its reputation and / or public image and/ or good standing.

c) failure by Travelminit of its commission payment obligation, if not remedied within 15 days

from the receipt by email of a notification from the Affiliate Partner in this regard.

8.3 Should the Agreement be terminated, then, as of the effective date of the termination, the Affiliate Partner:

a) shall have no access to the Affiliate System anymore;

b) shall not be entitled to receive any commission for Bookings made after the effective date of the termination;

c) will not be entitled anymore to utilize Marketing Materials for any purposes whatsoever, and the Affiliate Partner must remove any electronic or printed out copy of the any Marketing Material from all of its Affiliate Site, from its data bases and from any of its systems.

8.4 Point 3.4, 5.6 and 8.3 shall survive the termination of the Agreement. Section 6 shall survive the termination of the Agreement up until all commission due to the Affiliate Partner is paid.

9. MISCELLANEOUS

9.1 The Agreement is construed and shall be interpreted in accordance with Romanian law, except for its conflict of laws rules, which do not apply to it.

9.2 The Parties must try to reconcile amicably any dispute arising out of or in connection with the Agreement. Should no such efforts lead to agreement within 30 days, the Cluj-Napoca Court of Law shall have exclusive jurisdiction to resolve the dispute.