Affiliate Agreement

This Servidio Travels Affiliate Agreement (this “Agreement”) is entered into by you undersigned (“Affiliate”) and Servidio Travels, LLC, a New Jersey limited liability company (“Servidio Travels”) as of the date of your clicking “I Agree” below. As a Servidio Travels affiliate, you have the opportunity to earn commissions from Servidio Travels services that you sell to other people. This Agreement sets forth your rights and obligations as a “Servidio Travels Affiliate.” By clicking “I Agree” you indicate that you have read and understood this Agreement and you will be bound by its terms.

1. PARTIES. All references to “Servidio Travels” herein mean and refer to Servidio Travels, LLC, doing business as Servidio Travels, and Servidio Travels, LLC’s owner(s), members, affiliate entities, employees, agents, and each of their successors and assigns. All references to “You” and “Your” mean and refer to the Servidio Travels Affiliate who has executed this Agreement by clicking “I Agree”. Servidio Travels and You are each referred to herein as a “Party,” and collectively as the “Parties.”

2. TERM AND TERMINATION. Your contract with Servidio Travels begins when You click “I Agree” and will continue month-to-month until either: (a) Servidio Travels cancels Your account due to Your breach (as determined by Servidio Travels in its sole and absolute discretion) of any of the terms of this Agreement, (b) you provide Servidio Travels with notice of termination, or (c) Servidio Travels (in its sole and absolute discretion), cancels this Agreement. In the event this Agreement is cancelled due to subclause (a) and (b) above, You forfeit all amounts owed to You or that may in the future be owed to You. In the event that Servidio Travels cancels this Agreement pursuant to subclause (c) above, You shall continue to receive any compensation owed to you pursuant to Section 3 of this Agreement. Upon any termination by Servidio Travels, You will receive written notice, sent to the e-mail address you provided Servidio Travels and that is associated with your Affiliate profile. Such termination shall be effective upon Servidio Travels sending such termination notice.

3. COMPENSATION. After You click “I Agree” to the terms of this Agreement, You will receive a unique Affiliate URL (“Your Affiliate Link”), which You will use to advertise. When another person (a “Potential Customer”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Potential Customer’s browser for a period of thirty (30) Days. When the Potential Customer uses Your Affiliate Link, the Cookie on the Potential Customer’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Servidio Travels Sale” In the event that a Potential Customer has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. You will be paid a commission in the amount of fifty percent (50%) of all net income received by Servidio Travels corresponding to any Servidio Travels Sale of a first-time customer (and not any subsequent booking by such Potential Customer) corresponding to Your Affiliate Link. For the avoidance of doubt, no commissions will be paid for any subsequent booking of a Potential Customer.  Commissions shall only be paid on bookings of hotels, cruise fares, and park tickets.  Commissions shall be paid to Servidio Travels Affiliates within sixty (60) days of receipt of payment by Servidio Travels from a Potential Customer and all corresponding third-party vendors.  All amounts and compensation owed to You shall be calculated and determined at the sole discretion and judgement of Servidio Travels in accordance with the terms of this Agreement (including the Schedule of Additional Terms). Commission payments will be made to You, in accordance with the account details you provide to Servidio Travels, in accordance with the Schedule of Additional Terms (or as promptly as possible thereafter) and following Servidio Travels’ receipt of payment for a Servidio Travels Sale, subject to the other terms set forth herein. Your compensation amount must equal or exceed One Hundred and 00/100 Dollars ($100.00) before You receive a payment from Servidio Travels. If Your commissions for a given month are less than $100.00, Your commissions will be held until Your combined commissions equals or exceeds $100.00. All commissions are paid in U.S. Dollars. Depending on what payment processor or payment method is used, standard processing fees may be deducted from Your commissions payment. In the event that Servidio Travels conducts any contest or other promotion where compensation or other prizes are offered, if a winner cannot be contacted or is disqualified, Servidio Travels reserves the right to determine an alternate winner or not to award that winner’s prize, in its sole and absolute discretion.  Servidio Travels does not guarantee the accurate tracking of commission compensation as such tracking may be affected by various factors, including but not limited to ad blockers, privacy settings, browser settings, or cookies settings.  Servidio Travels shall not in any way be liable for any commissions which Servidio Travels does not trace to Your Affiliate Link.

1. ELIGIBLE SALE Commissions are paid only for transactions that actually occur between Servidio Travels and a Potential Customer. If the transaction does not actually occur, or if payment from a Potential Customer is not actually received by Servidio Travels, You will not be paid a commission on the transaction. If payment for a sale later results in a refund or charge-back, and if a commission was paid to You, then the commission will be deducted from Your future commissions. If Servidio Travels determines, in its sole and absolute discretion, that any sale was procured fraudulently or as a result of any violation of this Agreement, no commission will be paid for such sale. If any commissions are paid for a sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Servidio Travels after payment, such payment amounts shall be deducted from Your future commissions.

2. INDEPENDENT CONTRACTOR. It is agreed that You shall act as an independent contractor of Servidio Travels with respect to this Agreement and your role as a Servidio Travels Affiliate, and not as a partner, employee, agent, representative or other designation of Servidio Travels. You shall not have any authority to act for or on behalf of Servidio Travels or to enter into any contracts or agreements on behalf of Servidio Travels or to obligate Servidio Travels.

3. MARKETING REQUIREMENTS AND AFFILIATE WEBSITES. It is the intent of Servidio Travels to treat all customers fairly. Accordingly, we require all Servidio Travels Affiliates to comply with all applicable laws and regulations concerning marketing and advertising including without limitation, the Federal Trade Commission Endorsement Guides, which require that material connection between advertisers and endorsers be disclosed. Accordingly, anything You communicate in marketing or advertising any Servidio Travels product or service must not be misleading and must be true and accurate in all respects. Any marketing material outside of what Servidio Travels provides, must be pre-approved by sending it to [email protected]. Claims that relate to any Servidio Travels product or service that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Servidio Travels. You may not infringe upon the intellectual property rights of any other person or entity in advertising any Servidio Travels product, service, or opportunity. On any website that you advertise any Servidio Travels product or service, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:

Disclosure: I am not an employee of Servidio Travels. I am an independent contractor and a Servidio Travels Affiliate. I receive commission payments from Servidio Travels. The opinions expressed here are my own and are not official statements of Servidio Travels.

You are solely responsible for the development, operation, maintenance, and content of Your website which displays Servidio Travels products or services, and ensuring that your website does not violate or infringe upon the rights of any third party or violate the terms of this Agreement.

4. PROHIBITED ACTIVITY. Servidio Travels has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following (as determined by Servidio Travels in its sole and absolute discretion). Any termination of this Agreement pursuant to the following shall be deemed a material breach of this Agreement, and You agree to repay to Servidio Travels all commissions or other amounts earned pursuant to this Agreement.

(A)       NON-DISPARAGEMENT. You shall not disparage the products, services, or any other aspect of Servidio Travels or any other person or entity, including without limitation the products or services of a competitor of Servidio Travels.

(B)       HARMFUL ACTS; “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Servidio Travel’s reputation; and the violation of the rights of Servidio Travels or any third party. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Servidio Travels’ reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with all applicable anti-spamming or other laws.

(C)       OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behaviour; or that violates the intellectual property rights of another.

(D)       INVALID ACCOUNTS. You are not permitted to open a Servidio Travels account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Servidio Travels account under any name merely for the purpose of obtaining commissions or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential customers.

(E)       FORBIDDEN CLAIMS. If Your marketing or recruiting efforts include claims related to the potential income a Servidio Travels Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Servidio Travels, Your statements must be completely true, accurate and not misleading.

(F)       COMPLIANCE WITH LAWS. All Your marketing and recruiting materials and communications must at all times comply with all federal, state, and local laws, rules and regulations of any governmental authorities, including but not limited to those of the U.S. Federal Trade Commission.

(G)       DISCOUNTS AND COUPONS. You are not allowed to post any refunds, credits, or discounts on Servidio Travels products or services without Servidio Travels’ prior written consent.

5. TAXES. Before You can be paid any commission, You must provide Servidio Travels a completed W-9 (U.S. persons) or W-8 (non-U.S. persons) form. You will be deemed to have permanently waived all rights to any compensation that were earned more than one-hundred twenty (120) days before submitting a completed W-9 or W-8 to Servidio Travels. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any commissions You receive from Servidio Travels. In compliance with U.S. tax laws, Servidio Travels may issue a Form 1099 to Servidio Travels Affiliates whose earnings or prizes meet or exceed the applicable threshold. If You are not a resident of the United States, Servidio Travels may withhold tax (including without limitation VAT) where required to by applicable law. Where Servidio Travels is required to withhold tax, Servidio Travels will document such withholding.

6. INTELLECTUAL PROPERTY. No intellectual property, including but not limited to logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “Servidio Travels Intellectual Property”) owned by Servidio Travels or its affiliates may be used, copied, or reproduced by You except as set forth below. No Servidio Travels Intellectual Property (or any mark confusingly similar to any Servidio Travels Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion without the prior written consent of Servidio Travels. You may use the Servidio Travels trademark to advertise Servidio Travels. Any time You use the Servidio Travels trademark, you must do so in a way that is not likely to confuse or cause any third party to think that you are speaking for or on behalf of Servidio Travels. Whether your use of Servidio Travels trademark is confusing will be determined by Servidio Travels in its sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion: (i) You must not use the “voice” of, or purport to speak on behalf of Servidio Travels., (ii) any time You use the word “Servidio Travels” it must be immediately followed by the letters “TM” in superscript caps, (iii) when used in prose, Servidio Travels TM must be used in the same font as the rest of the prose. When used other than in prose, Servidio Travels TM must be used in the font employed by Servidio Travels’ corporate marketing in Servidio Travels’ corporate logo, (iv) You may use only such other images, photographs, and trademarks as Servidio Travels expressly authorizes in writing, and (v) if you have any questions regarding your use of any Servidio Travels mark, please contact Servidio Travels. You grant to Servidio Travels a royalty free and non-exclusive license to utilize your name, title, trademark and logos (the “Affiliate Trademarks”) in any advertisement or other materials used to promote Servidio Travels and its affiliate program.

7. REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant as follows: (i) You have reviewed and understand this Agreement and agree to be bound by its terms; (ii) Your acceptance of this Agreement and participation in the Servidio Travels Affiliate program will not violate any agreement or applicable law to which you are subject, (iii) You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to Servidio Travels the license to use such marks in the manner contemplated herein without breaching or infringing upon any third party rights, (iv) You are not required to obtain consent from any governmental authority or any third party in connection with your entrance into this Agreement; (v) during the term of this Agreement, you will not include in your website content that violates the terms of this Agreement; and (vi) You are at least eighteen (18) years of age.

8. INDEMNITY. You agree to protect, defend, indemnify and hold harmless Servidio Travels, its officers, directors, employees, agents, owner(s) (the “Servidio Travels Parties”) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct, website, or intellectual property infringement. Your indemnity obligation includes, but is not limited to, any third-party claim against any Servidio Travels Party for liability for payments for, damages caused by, or other liability relating to Your conduct, website, or intellectual property infringement.

9. NO LEADS; NO WARRANTY. SERVIDIO TRAVELS DOES NOT PROMISE, GUARANTEE, OR WARRANT YOUR BUSINESS SUCCESS, INCOME, OR SALES. YOU UNDERSTAND AND ACKNOWLEDGE THAT Servidio Travels WILL NOT AT ANY TIME PROVIDE SALES LEADS OR REFERRALS TO YOU. ADDITIONALLY, SERVIDIO TRAVELS’ WEBSITES, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SERVIDIO TRAVELS MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY Servidio Travels WEBSITE OR SERVICE. SERVIDIO TRAVELS MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY SERVIDIO TRAVELS WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY SERVIDIO TRAVELS WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY SERVIDIO TRAVELS’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY SERVIDIO TRAVELS’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY AND TERMS. YOU AGREE THAT IN NO EVENT SHALL ANY SERVIDIO TRAVELS PARTY’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF PAYMENTS PAID TO YOU FOR THE TWO MONTHS PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST SERVIDIO TRAVELS OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION, OR ANY LOSS OF REVENUE, PROFITS, OR DATA. ANY COMPENSATION, CASH, OR PRIZES (OTHER THAN COMMISSION COMPENSATION PAYABLE DIRECTLY IN CONNECTION WITH A “SERVIDIO TRAVELS SALE”) OFFERED DURING A “CONTEST PERIOD”, AS SET FORTH IN THE SCHEDULE OF ADDITIONAL TERMS, SHALL BE PAYABLE BY SERVIDIO TRAVELS SOLELY TO THE EXTENT THAT THE NET INCOME GENERATED FROM SUCH CONTEST DURING THE “CONTEST PERIOD” EXCEEDS THE TOTAL VALUE OF THE CASH OR PRIZES OFFERED IN SUCH CONTEST.

11. FORCE MAJEURE. Servidio Travels will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Servidio Travels. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Servidio Travels shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

12. DATA SECURITY. You shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which the Servidio Travels Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). You, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data.

13. CONFIDENTIALITY. You shall at all times keep the terms of this Agreement (including the Schedule of Additional Terms) and any other correspondences or terms between You and Servidio Travels strictly confidential.

14. OTHER TERMS.

(A) ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Servidio Travels including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Bergen County, New Jersey. You agree not to file suit against Servidio Travels or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Servidio Travels. In the event that You and Servidio Travels are unable to reach agreement on an Arbitrator, You and Servidio Travels will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Bergen County, New Jersey. The arbitrators selected by You and Servidio Travels will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and Servidio Travels and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.

(B) GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of New Jersey without regard to any choice of law provisions.

(C) WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Servidio Travels to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Servidio Travels may not be joined or consolidated with claims brought by anyone else.

(D) LIMITATIONS PERIOD; INJUNCTIVE RELIEF. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding. Nothing in this Agreement prevents Servidio Travels from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Servidio Travels’ rights prior to, during, or following any arbitration proceeding.

(E) ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either You or Servidio Travels commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.

(F) ENTIRE AGREEMENT. This Agreement (including the Schedule of Additional Terms), along with any Servidio Travels terms and conditions available on Servidio Travels’ (the “Terms and Conditions”) website represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Servidio Travels Affiliate. A printable PDF version of this Agreement (including the Schedule of Additional Terms) is available upon request to Servidio Travels.

(G) MODIFICATION/AMENDMENTS. This Agreement and Servidio Travels’ Terms and Conditions may be modified by Servidio Travels at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted on Servidio Travels’ website. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Servidio Travels. Your continued acceptance of payments or participation under the affiliate relationship constitutes Your acceptance to any modifications or amendments to this Agreement.

(H) NO WAIVER. No waiver by Servidio Travels of any right reserved or granted to Servidio Travels under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Servidio Travels.

(I) NOTICE. Any notice required to be given to Servidio Travels under or related to this Agreement shall be in writing, addressed as follows: Servidio Travels, LLC e-mail: [email protected]. Servidio Travels will send notices to You at the e-mail address You provided to Servidio Travels. Any notices shall be deemed delivered to You when sent by Servidio Travels. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Servidio Travels may also provide notice to You by posting information on Servidio Travels’ website

(J) ASSIGNMENT AND ACQUISITION. Servidio Travels may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by You without Servidio Travels’ express written consent. In the event that Servidio Travels is the subject of an acquisition, merger, or other similar business combination transaction or conducts a financing round with a bona fide third party, Servidio Travels (or such third party), reserves the right to terminate this Agreement and Your right to any future commissions at any time, for any reason, without obligation to pay a buy-out or any termination fee.

(K) SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement (including the Schedule of Additional Terms) and the Terms and Conditions so modified, shall continue in full force and effect.