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 TERMS OF USE
Affiliates operate Internet on-line services and related web sites ('the Affiliate Service') on the World Wide Web (the 'Web') at URL http://www.safarinow.com (the 'Affiliate URL'). Company operates as a provider of online content ('the Company Content'), and online search, booking, and payment (functionality ('the Company Technology')) which content and functionality are available at URL http://www.safarinow.com (the 'Company URL'). The parties intend to provide services to each other in order to publish and distribute selected Company Content and utilize Company Technology, on the Affiliate Service, and agree as follows:
1. Definitions. The Definitions and preamble are incorporated by reference.
2. Duration. This agreement shall commence on the date the Affiliate registers with SafariNow.com and endure until terminated by either party in terms of this agreement. (The 'Term').
3. Company Responsibilities. Company agrees to perform the following services and undertakes the following obligations:
a) Content Services. Company will, free of charge, make available to Affiliate, Company specific Content, such content to be selected by Affiliate, subject to certain limitations regarding the appropriate points of entry, (the 'Company Licensed Content').
b) Functionality Services. In addition to the provision of content, Company shall make available to Affiliate such Company Technology as Company deems fit in the circumstances, (the 'Company Licensed Technology').
c) Customization Services. For the purpose of providing a wholly unique Company Licensed Content and Company Licensed Technology interface for the affiliate, the company will make available, either through its existing site or through a Distribution Interface, a customization facility which will enable Affiliate to format the Header, Footer and Style sheets of the Company Licensed Content served by Affiliate, to its own specifications, and employing its own content in those sections of the served pages.
4. Affiliate Responsibilities.
a) Publication. Affiliate will, free of charge, publish the Company Licensed Content on the Affiliate web site. The Content shall be formatted as preferred using the customization facility provided by Company. Alternatively Affiliate shall merely implement hyperlinks to the Company licensed Content and Technology at the Company URL.
b) Optimize Traffic to the Company Licensed Content published on the Affiliate web site. Affiliate will achieve this by placing appropriate links, logos and banners throughout its web site, promoting Company Licensed Content and Technology, and promoting the Company Licensed Content and Technology in its communications to subscribers.
5. Revenues.
a) General: The parties agree that the sharing of transaction commission is the primary revenue stream.
b) Sponsorship and Advertising Revenue. Affiliate shall have the right to sell, and earn revenue from, sponsorship and banner advertising in any content served from its servers. Company shall not be obligated to integrate any Affiliate sponsorship or banner advertising content into the Company Licensed Content (i.e. any content served from any Company Server).
c) Referral Fees. The parties agree that, with respect to Company services, revenue derived from all referred transactions using tagged links from the Affiliate Service, Company will pay Affiliate 25% of Company commission obtained from such transactions, excluding costs incurred for VAT, credit card processing fees and online payment/bank charges.
d) Payment of Affiliate Commission. All amounts owed to the Affiliate from time to time shall be paid when the amount owing exceeds R 500 (five hundred Rands), or annually, in the month in which the Affiliate signed up, if the amount owed is less than R500,00. Funds will be transferred to an account designated by the Affiliate, by Electronic Funds Transfer (EFT) (domestic) or SWIFT Transfer (international).
6. License. Subject to the terms and conditions of this Agreement, Company grants to Affiliate a worldwide license to:
a) Use, display, publish and distribute the Company Licensed Content through the Affiliate Service and in connection with any demonstration, promotion or advertisement of the Affiliate as applicable.
b) To process, retrieve, and transmit the Company Licensed Content through the Affiliate Service, as applicable.
c) To utilize the Company Licensed Technology to provide functionality through the Affiliate Service, such functionality to be limited in the scope of its employment to the Company Licensed Content.
7. Copyright. The reproduction and/or storage of any of the Company Licensed content is subject to the restriction that such reproduction and/or storage be for personal use and reference of the end user only. Further, the foregoing licenses shall terminate immediately upon any expiration or earlier termination of this Agreement. Nothing contained herein shall be deemed to grant to Affiliate any proprietary rights in any Company Licensed Content or Technology, and Affiliate is prohibited from making any representations to that effect. All copyrights in any Company Licensed Content, including any translations thereof, shall remain with Company. Further, Affiliate shall post an appropriate copyright notice with any Company Licensed Content, or shall not remove any such Notices or links appearing in the Company Licensed Content. The contents of this clause shall be interpreted in the light of the Company Copyright and Disclaimer / terms of use statements posted on the Company Home Page.
8. Revocation. The foregoing grant of license is subject to the Company's right to revoke it, with immediate effect, and to terminate the agreement, at any stage subsequent to execution thereof, for any reason it deems fit, and the Company will not entertain any claims on the basis of the suspension or termination of its service to the Affiliate.
9. Site Links. The parties agree to create and maintain appropriate hyperlinks between the Company Service and the Affiliate Service, it being understood that the intent of the parties is to restrict any such links solely to between or within the Affiliate Service and the Company Service and not to any other domains. This clause shall not be interpreted as conferring on Affiliate any exclusive rights to the Company Licensed Content.
10. Coordination. Each of the parties shall designate a person responsible for coordinating the parties respective obligations hereunder in order to facilitate the performance of this Agreement. Company shall coordinate all promotion and marketing efforts with Affiliate to optimize marketing efforts and avoid confusion. Company hereby appoints Matthew Swart as its co-ordinating representative.
11. Relationship. Neither the Company nor the Affiliate, or any of the employees, agents or representatives of either, including outside agencies, may make any representation (including but not limited to oral statements and/or written statements including business cards and letterheads) that:
a) Any of them is empowered to sell or otherwise solicit advertising or sponsorships for the other party,
b) Any of them is a 'partner' of the other party or acts on its behalf, or
c) That the Company Service is otherwise associated with the other party, in any manner not contemplated in this agreement.
d) The contents of this clause 10, shall be of general application, and shall constitute a material term of this Agreement. Any violation thereof shall entitle the other party to immediately terminate this Agreement.
12. Confidentiality. In general, each party agrees to treat as confidential all information contained in this agreement, and any other techniques, methods, programs, technology, or other information with which it might become familiar during the term of this agreement, and which might be considered confidential.
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