Become A Partner

AGREEMENT WITH VISIT NAIJA .
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This constitutes the terms of our Agreement whereby, you ("Affiliate") will market travel products supplied by VisitNaija ("Products") through the Internet in return for a Fee (as defined below).
1. Purpose: Affiliate will market Products to its customers by establishing links from Affiliate's website (the “Affiliate Site”) to a white label website owned and operated by Visit Naija, Inc. (the “Visit Naija Site”) by means of text links, widgets, ads or any other marketing tools provided by Visit Naija (the “Links”), and is authorized by Visit Naija to promote the Products, subject to the terms and conditions of this Agreement.
2. Customers: Visit Naija shall provide customers purchasing Products through the Visit Naija Site (“Customers”) with the same benefits and same level of service as any other customer of Visit Naija. Visit Naija will provide Customers with continuous 24x7x365 email-based service for the purpose of attending to and resolving issues associated with a Product or purchase thereof.
3. Term: This Agreement shall commence on the date this Agreement is accepted by Affiliate (the "Anniversary Date"). Unless terminated earlier in accordance with these terms, this Agreement shall continue for one (1) year (“Initial Term”) and shall automatically extend for one (1) year (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term. Either party may give notice to the other not later than thirty (30) days before the end of the Initial Term or the relevant Extended Term, to terminate this Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. The Initial Term together with any Extended Terms shall be referred to as the "Term". Notwithstanding any other provision here under, Visit Naija may terminate this Agreement (a) with immediate effect upon notice to Affiliate if Affiliate commits a material breach of any term of this Agreement, or (b) with or without cause upon no less than thirty (30) days’ prior notice at any time.
4. Visit Naija License: Visit Naija grants to Affiliate a non-exclusive, non-transferable worldwide right and license: (i) to access the Visit Naija Site through Links; and (ii) to use the Visit Naija logos, trade names, trade marks and similar identifying material that Visit Naija provides to Affiliate solely in connection with such Links (collectively, the "Licensed Materials"). Affiliate may not alter, modify or change the Licensed Materials in any way and is only entitled to use the Licensed Materials during the Term. This license will terminate immediately upon termination of this Agreement. Visit Naija may revoke the license at any time by giving Affiliate thirty (30) calendar days prior written notice.
5. Affiliate License: Affiliate grants to Visit Naija a non-exclusive, non-transferable worldwide right and license to utilize Affiliate's name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by Visit Naija. Visit Naija is under no obligation to advertise, market, promote, or publicize Affiliate. This license will terminate immediately upon termination of this Agreement.
6. IP: Affiliate agrees and acknowledges that the Visit Naija Site, the Product Information, and all information and materials related thereto, and intellectual property rights therein, are the sole property of Visit Naija, and Affiliate may not use any such materials and information for any purpose other than as expressly set forth in this Agreement. “Product Information” means all information regarding a Product that Visit Naija makes available to Affiliate in connection with the offer and sale of a Product, including but not limited to availability, currencies, descriptions, editorial, images, maps, text, Product codes, Product supplier (each a “Product Supplier”) information and terms and conditions of reservation, amendment, cancellation, refund and redemption.
7. Links: Visit Naija shall make available to Affiliate the Links which Affiliate shall display on the Affiliate Site and which shall link the Affiliate Site to the Visit Naija Site. By utilizing these Links, the parties intend that Customers shall be able to purchase the Products from the Visit Naija Site. Upon termination of this Agreement for any reason, Affiliate agrees to immediately remove all Links from the Affiliate Site to the Visit Naija Site.
8. Tracking: Visit Naija shall provide Affiliate with a uniform resource locator ("URL") through which Affiliate will be able to track the Product purchases of Customers.
9. Inactive Account: If no Product purchase is made on the Visit Naija Site within a period of 180 consecutive days, Visit Naija reserves the right to treat the Affiliate account as closed, and this Agreement shall terminate automatically after expiry of such period.
10. Affiliate Site: Visit Naija retains the right to monitor the Affiliate Site to ensure that the Links to the Visit Naija Site are appropriate. In the event Visit Naija, in its sole discretion, determines that the Links from the Affiliate Site to the Visit Naija Site are inappropriate, then Visit Naija may either notify Affiliate of any changes to be made or alternatively may terminate this Agreement upon thirty (30) calendar days prior written notice to Affiliate. In the event Visit Naija notifies Affiliate of changes to be made to the Links and such changes are not made within seven (7) calendar days, Visit Naija may immediately terminate this Agreement upon written notice to Affiliate.
11. Undesirable Material: Affiliate (in respect of the Affiliate Site) and Visit Naija (in respect of the Visit Naija Site) shall each use all reasonable efforts to ensure that its respective site is not used to send, receive, upload, download, use or reuse any Undesirable Material. “Undesirable Material” means any material that is offensive or illegal including, but not limited to or potentially defamatory, offensive, abusive or indecent material, blatant expressions of bigotry, racism, sexism, ageism, hatred or profanity, information about illegal activities, material promoting harm or injury to any group or individual, any material likely to breach confidence, copyright, privacy and other rights and any material that is defined as prohibited content or potentially prohibited content or is illegal content under applicable laws in any jurisdiction.
12. Relationship of Parties: Affiliate may not in any manner misrepresent or embellish the relationship between Affiliate and Visit Naija, nor may Affiliate express or imply any relationship or affiliation between Visit Naija and Affiliate or any other person or entity except as expressly permitted by this Agreement.
13. Restrictions: Affiliate's domain name shall not contain the word "Visit Naija" or “TripAdvisor”, and Affiliate will not purchase any domain name or other right or otherwise contract with a third party to exploit the Visit Naija or TripAdvisor name for the purpose of having the Affiliate Site appear as a search result or for any other reason. Violation of this provision by Affiliate will result in the immediate termination of this Agreement by Visit Naija.
14. Prices: Affiliate shall offer the Products at Visit Naija's recommended retail prices. All booking requests from Customers are subject to acceptance by Visit Naija in accordance with the Product terms and conditions, as in effect from time to time.
15. Fees: Subject to Section 16, Visit Naija shall pay Affiliate a referral fee of five percent (5%) of the Visit Naija recommended retail price of each Product purchase availed (net of all cancellations and partial or full refunds) by Customers (the “Fee”).
16. Incentives: Visit Naija, in its sole discretion, may enter into an incentive agreement with Affiliate with respect to any additional fees to be paid pursuant to this Agreement.
17. Payment: Visit Naija shall pay Fees to Affiliate monthly, prior to the end of the month immediately following the travel date of the Product purchased. In the event Fees due are less than fifty United States dollars (US$50.00) then payment will be withheld until such time as the total Fees due are equal to or greater than fifty United States dollars (US$50.00) in a calendar month. If this Agreement is terminated other than by Visit Naija for Affiliate’s breach, Visit Naija shall continue to pay Affiliate any Fees due in accordance with the payment schedule set forth in this Section. In the event Fees due following termination are less than fifty United States dollars (US$50.00) then payment will be made for such lesser amount. Valid Electronic Funds Transfer (EFT) account information is required for each Affiliate.
18. Set-off: If a Customer cancels, disputes or rejects a Product purchased and/or availed, and Visit Naija has already paid Affiliate a Fee based on the Product being purchased and/or availed, Visit Naija will deduct the amount of the disputed Fee from the next payment to Affiliate. In the event there are no subsequent Fees due to Affiliate, Visit Naija will send Affiliate an invoice for the amount of the disputed Fee, and Affiliate agrees to pay the invoiced amount no later than thirty (30) calendar days from the date of invoice.
19. Confidentiality: Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party, except that either party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers (and, in Visit Naija’s case, it may disclose to those of Visit Naija’s group companies) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20. Data Protection: Visit Naija shall be the data controller of the Customer Data and, to the extent that Visit Naija shares any Customer Data with Affiliate hereunder, Affiliate will be a data processor in respect of such Customer Data. Affiliate will process the Customer Data only in accordance with Visit Naija’s instructions and otherwise in accordance with this Agreement. Affiliate will not share or disclose the Customer Data to any other person, and will put in place adequate technical and physical measures to protect the security, integrity, confidentiality and availability of the Customer Data. Affiliate will immediately inform Visit Naija if there is or Affiliate reasonably believes there to be any loss or unauthorised or unlawful access to the Customer Data. Each party shall comply with all applicable data protection and privacy laws and regulations. Visit Naija will not sell Customer lists to any third party, nor will Visit Naija add any Customer to its marketing database as a result of such Customer purchasing a Product. “Customer Data” means all personal data of a Customer and of any third party on behalf of whom a Customer purchases a Product, including but not limited to name, address, phone number, e-mail address and date of birth.
21. Representations and Warranties: Each party represents and warrants that it: (a) has full corporate power and authority to execute and deliver this Agreement, (b) has and shall hold throughout the Term all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations hereunder; and (c) shall comply with all applicable laws and regulations from time to time in force in the course of such performance.
22. Indemnity: Affiliate will indemnify and hold Visit Naija harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance and contents of the Affiliate Site, excluding (a) the Links from the Affiliate Site to the Visit Naija Site and (b) payments to Visit Naija from Customers.
23. Liability: Visit Naija will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement, even if Visit Naija has been advised of the possibility of such damages. Further, Visit Naija aggregate liability arising with respect to this Agreement will not exceed the total Fees paid or payable to Affiliate pursuant to this Agreement during the twelve (12) months preceding the event giving rise to such liability.
24. Disclaimer: Visit Naija makes no express or implied warranties or representations with respect to the Products offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage), or as to the amount of Fees that may be generated by Affiliate pursuant to this Agreement. In addition, Visit Naija makes no representation that the operation of the Visit Naija Site will be uninterrupted or error-free and Visit Naija will not be liable for the consequences of any interruptions or errors. Visit Naija shall use its reasonable commercial efforts to ensure the accuracy of the Product Information, however, Affiliate acknowledges that Visit Naija may not be able to verify that all Product Information is accurate or timely, and Visit Naija disclaims all liability with respect thereto. Visit Naija shall use reasonable commercial efforts to make the Product Information available to Affiliate, provided that Visit Naija reserves the right to restrict, suspend or terminate any or all Products and/or Product Information in Visit Naija sole discretion.
25. Visit Naija Business: Affiliate acknowledges that Visit Naija has the right to solicit customers on terms that may differ from those contained in this Agreement, and to operate websites that encourage direct business from consumers.
26. Feedback: Affiliate acknowledges and agrees that Visit Naija and its affiliated websites may implement mechanisms that allow Customers to rate and provide feedback, reviews and commentary regarding the Products, and Affiliate agrees that all such ratings, feedback, reviews and commentary are owned by Visit Naija.
27. Evaluation: Affiliate has independently evaluated the desirability of referring customers to the Visit Naija Site and is not relying on any guarantee, warranty or representation other than as set forth in this Agreement.
28. Assignment: Affiliate may not assign this Agreement without the prior written consent of Visit Naija. Visit Naija may assign this Agreement at its election.
29. Waiver: Visit Naija's failure to enforce Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this Agreement.
30. Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate the provision in good faith. In the event the parties cannot reach a mutually agreeable and enforceable replacement for the provision, then: (i) the provision shall be excluded from this Agreement; (ii) the balance of this Agreement shall be interpreted as if the provision were so excluded; and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.
31. Survival: Sections 6, 18, 19, 24 and 33 shall survive any termination or expiration of this Agreement, together with any other provision explicitly stated to do so.
32. Updates: Without prejudice to the terms of any incentive agreement made pursuant to Section 16, Visit Naija may, in its sole discretion, modify any of the terms and conditions contained in this Agreement at any time by notifying each Affiliate at its nominated email address and posting a change notice on the Visit Naija Site, or by posting a new agreement on the Visit Naija Site. Should any modification be unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued referral of Customers thirty (30) calendar days after Visit Naija notifies Affiliate as stated in this Section will constitute binding acceptance of the new agreement and its terms by Affiliate.
33. Law/Jurisdiction: This agreement is made and entered into in San Francisco County, California and Californian law applies. Visit Naija and Affiliate are independent contractors and nothing in this Agreement shall be construed as a partnership or joint venture. This is merely an agreement to refer Customers to the Products in consideration for a Fee. Any legal proceedings shall be conducted in San Francisco County, California. This is the entire agreement between the parties.
34. Trademark Usage: Affiliate represents and warrants to Visit Naija that:
(a) in respect of Visit Naija and its group companies: except for the limited, personal right to use the Licensed Materials during the Term as set forth herein, it shall not use or display (directly or indirectly), any of the Licensed Materials or any trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of Visit Naija or of any of its group companies (including but not limited to TripAdvisor LLC), in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from Visit Naija, which may be denied in Visit Naija's sole discretion. The following is a non-exhaustive list of terms that are prohibited in respect of the foregoing, including misspellings or substantially similar versions thereof: Visit Naija, Visit Naija.COM, Visit Naija COM, SHOP Visit Naija, SHOP.Visit Naija.COM, Visit Naija TOUR, Visit Naija TOURS, WWW SHOP Visit Naija COM, WWW Visit Naija .NG, VISITNAIJA, Visit Naija.CO.AU, TRIPADVISOR, AND TRIP ADVISOR.
(b) in respect of Product Suppliers: Affiliate shall not use or display (directly or indirectly), the trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of any Product Supplier, in any manner whatsoever (including without limitation, in any search engine marketing or optimization, in any domain name, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from Visit Naija, which may be denied in Visit Naija's and/or the applicable Product Supplier’s sole discretion.
Affililate acknowledges and agrees that, upon receipt of notification by Visit Naija of any breach of this Section 34, it shall immediately cease all activity in breach of this provision. For the avoidance of doubt, such breach shall be considered a material breach of this Agreement for the purposes of Section 3.
35. Affiliate acknowledges that Affiliate has read this Agreement and agrees to its terms and conditions.