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TripAdvisor Travel Affiliate Program


TRIPADVISOR AFFILIATE PROGRAM AGREEMENT


Thank you for your interest in participating in the TripAdvisor Affiliate Program (the “Program”). In order to enroll as an "Affiliate" in the Program, you will first need to read and accept the terms of the Affiliate Program Agreement that is provided below, in addition to accepting the Commission Junction Code of Conduct and Publisher terms and conditions. If you accept the terms of the Affiliate Program Agreement, you may begin the enrollment process by submitting a completed program application (“Program Application”) to us through Commission Junction. We will evaluate your Program Application and notify you of your acceptance or rejection. We may reject your Program Application for any or no reason. For example, we may determine, in our sole discretion, that you are ineligible to participate or that your site is unsuitable for the Program for any reason, including if your site incorporates any Restricted Content (defined below). If we reject your Program Application, you are welcome to reapply for participation in the Program at any time.

AFFILIATE PROGRAM AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE “AFFILIATE”) AND TRIPADVISOR, LLC INDIVIDUALLY AND ON BEHALF OF TRIPADVISOR, LLC (“TA”). PLEASE READ IT CAREFULLY. IF YOU WOULD LIKE TO BECOME AN AFFILIATE PLEASE APPLY TO OUR PROGRAM THROUGH COMMISSION JUNCTION AND AGREE TO THE AFFILIATE PROGRAM AGREEMENT.

A FEW PRELIMINARY MATTERS


WHAT THIS AGREEMENT DOES

This TripAdvisor Affiliate Program Agreement (this “Agreement”) contains the complete terms and conditions for your participation in the Program and the establishment of links from your Web site(s) to TripAdvisor (defined below). In this Agreement, “you,” “your” and “yours” means the Affiliate, and “we,” “us,” “our” and “ours” means TA.

WHO IS AUTOMATICALLY INELIGIBLE

If you are an Ineligible Party (defined below), you may not enroll in the Program. If you are an Ineligible Party and you still wish to enroll in the Program, please email us at tripadvisor@cj.com about this opportunity because you must obtain prior written approval from us before you are eligible to enroll in the Program. An “Ineligible Party” will include (a) any meta travel search engine (including, but not limited to, Kayak, Fly.com, Trivago, or Sidestep), (b) any hotel, airfare, or vacation rental content aggregation site, (c) any successor, employee, agent or corporate affiliate (i.e., any person or entity that would fit with (a) or (b), which directly or indirectly, controls, is controlled by or is under common control with any Ineligible Party) of any of the foregoing. If you have any questions about whether you are or are not an Ineligible Party, please contact us BEFORE you accept this Agreement. In addition, you specifically agree to do the following: (a) terminate this Agreement immediately if you become an Ineligible Party following your enrollment in the Program; and (b) keep confidential any Confidential Information (defined below) provided to you during your enrollment in the Program. ANY BREACH OF THIS SECTION WILL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

WHAT YOU AGREE TO DO AND NOT DO


LINK TO OUR SITE

As an Affiliate, you will prominently display and maintain the graphical or text links (including banner advertisements) and persistent hyperlinks in the form of an TA logo or “TA creative asset(s)” provided to you by us, or any addition to or substitute thereof that we may provide to you from time-to-time, on one or more of your web sites, and any successor web site to those sites, that have been accepted for participation in the Program (the “Affiliate Site”). These TA creative assets will Link (defined below) directly to TripAdvisor.

If we provide you with new or modified TA Creative Asset(s) you will need to implement the new TA Creative Asset(s) within thirty (30) days following receipt of the update from us. TA Creative Asset(s) Additionally, we encourage (but do not require) you to include a Link to the home page of TripAdvisor.

You are required to actively market the travel products offered via the TripAdvisor travel affiliate program. In no event, however, will you or your agents make or extend any representation or warranty on our behalf or with respect to TripAdvisor or any products or services available through TripAdvisor. Unless otherwise indicated by us, any new products offered through the Program will be covered by the terms and conditions of this Agreement and subject to TA’s then current terms for such products.

As used above and elsewhere in this Agreement, the following definitions will apply: “Link” means either, as applicable (a) one or more hyperlinks located on the applicable areas of your Affiliate Site or TripAdvisor, or (b) any other alternative method, connection or program that enables a User (defined below) to directly access TripAdvisor or return to your Affiliate Site. Links also include any connection to TripAdvisor through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future). “TripAdvisor” means the TripAdvisor.com and/or TripAdvisor.ca Web sites, and any successor or replacement Web site to either of the foregoing, as operated and maintained by or for TA or a Corporate Affiliate (defined below) of TA, and the software code, informational databases, products, and other components that make up our service which is marketed for use by individual end users, at our sole discretion, to enable such end users to shop for, reserve, book and pay for travel products and/or services via a computer, telephone (or other interactive device) connected to the Internet or any other network including, without limitation, any and all additional, follow-on, successor or replacement versions of such service whether offered under the “TripAdvisor” name, the name of any Corporate Affiliate of TA, or otherwise. “User” means any individuals or entities that directly access TripAdvisor through Links from your Affiliate Site, but does not include any software program or routine that generates a click-through (i.e., each instance in which a User navigates to and fully loads a page on TripAdvisor, where “fully loads” means the entire page is displayed on the electronic device that has accessed the page) with no individual person actually present, such as shoppingbots or other computer programming routines that are intended to scrape, mine, surreptitiously intercept or expropriate any information for the purpose of comparison shopping.

MAINTAIN YOUR SITE

At all times during your participation in the Program, you will make sure that your Affiliate Site (a) is in compliance with all applicable laws and regulations; (b) does not contain any material that is fraudulent, defamatory or obscene; and (c) is suitable in all respects to be Linked to TripAdvisor. Your Affiliate Site may not disparage us or contain any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable. Without limiting the foregoing, your Affiliate Site may not display or link to other sites that display images or content that (i) depict sexually explicit materials, (ii) promote violence, illegal activities, or unlawful discrimination of any kind, or (iii) promote or incorporate any materials which infringe or assist others to infringe the intellectual property rights of others (collectively “Restricted Content”).

You also must make sure that your Affiliate Site does not, in any way, copy or resemble the look and feel of TripAdvisor (i.e., the distinctive and particular elements of color, graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention within TripAdvisor, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements). You may not create an impression that your Affiliate Site is TripAdvisor or part of TripAdvisor or any Corporate Affiliate of TA, nor will you frame any page on TripAdvisor being viewed by a User of your Affiliate Site who links to TripAdvisor through a Link.

We may test your Affiliate Site’s URL, and if such URL is not in compliance with the terms and conditions of this Agreement, we may, in our sole discretion and without limiting any other right or remedy to which we may be entitled, (a) remove such non-conforming URL from the Program; and/or (b) terminate this Agreement.

IDENTIFYING YOURSELF AS A PROGRAM AFFILIATE

Upon your acceptance as an Affiliate in the Program, we grant you a limited, nonexclusive, revocable, non-transferable, non-assignable, right and license to use the “applicable TA Creative Asset(s)” You may use the applicable TA Creative Asset(s) solely for the purpose of identifying yourself as an Affiliate and to link to TripAdvisor during the term of this Agreement. You expressly agree to conform all usage of the TA Creative Asset(s) to the terms of this Agreement. TA Creative Asset(s) may be modified by TA from time to time. You understand and agree that the TA Creative Asset(s) are the sole property of TA and/or a Corporate Affiliate (as defined below) and that your use of the TA Creative Asset(s) under this Agreement inures to the benefit of TA and/or its Corporate Affiliate(s). You agree never to challenge, interfere with or oppose the validity, enforceability or ownership by TA (or any applicable TA Corporate Affiliate) of any trademark, trade name, logo, trade dress, color combination or any combination of the foregoing owned by TA, or any of its Corporate Affiliates, including the TA Creative Asset(s). Without limiting any other provision of this Agreement, you understand and agree that your violation of this license grant or any provision relating to your use of the TA Creative Asset(s)may expose you to an action for preliminary injunction and/or damages, as well as reasonable attorneys’ fees and costs associated with enforcement against you.

AVOID UNAUTHORIZED OR PROHIBITED ACTS

Except for your limited right to use the TA Creative Asset(s) as set forth in this Agreement, you will not use or display (directly or indirectly) the TA Creative Asset(s) or any trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of TA or of any entity that, directly or indirectly, controls, is controlled by or is under common control with TA (each, a “Corporate Affiliate”), in any manner whatsoever (including, without limitation, in any domain name registration effected by you or any person or entity under your control, or in any search engine marketing or optimization, keyword purchasing, or in any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from TA or its applicable Corporate Affiliate(s), which may be denied in the sole discretion of TA or its Corporate Affiliate(s).

You shall not adopt, use, nor attempt to register with any administrative or other body, any trademark, domain name, trade name, logo or other branding or designation that includes any portion of any TA Creative Asset(s), nor any portion of any trademark, domain name or trade name of TA or any Corporate Affiliate of TA, nor any trademark, domain name or trade name that is similar to any TA Creative Asset(s) or any trademark, domain name, trademark or logo of any Corporate Affiliate of TA. In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to TripAdvisor or its services. Additionally, you shall not use the TA Creative Asset(s) in connection with any feature on your web site(s) which feature either compares, or provides comparisons of, travel search results of, or rates available from, TripAdvisor and at least one (1) other Ineligible Party. You may not (a) access, monitor or copy any content or information of TripAdvisor or any Corporate Affiliate for any purpose without the express prior written permission of TA or applicable Corporate Affiliate; (b) violate the restrictions in any robot exclusion headers on TripAdvisor or any Corporate Affiliate or bypass or circumvent other measures employed to prevent or limit access to TripAdvisor or any Corporate Affiliate; or (c) violate any provisions of the terms of use made available on TripAdvisor or any Corporate Affiliate.

You may not use any advertising method that creates or overlays links, banners, or other advertising creative on web sites, browser windows, or utilizes any other method, to generate Internet traffic from any web site of TA or its Corporate Affiliates without the prior written consent of TA or its Corporate Affiliates, which may be denied in the sole discretion of TA or its Corporate Affiliates.

All rights not expressly granted are reserved by TA and/or its Corporate Affiliates.

ALLOW US TO USE YOUR MARKS

You authorize us to include at our election your logos, trademarks, trade names and similar identifying material (“Your Marks”) on TripAdvisor in a listing of companies who are participating in the Program. You represent and warrant that you are the sole and exclusive owner of Your Marks and have the right and power to grant to us the license to use them in the manner described herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. We will remove Your Marks from any such lists upon the effective date of the expiration or termination of this Agreement.

WHAT HELP YOU WILL RECEIVE


ACCESS TO LINKS

We will provide you with one or more TA Creative Asset(s), or any substitute thereof that we, in our sole discretion, may provide to you from time to time during the term of this Agreement. You may use the TA Creative Asset(s) only on your Affiliate Site and only for purposes of Linking directly to TripAdvisor pursuant to the terms and conditions of this Agreement.

CUSTOMER SUPPORT

We will provide customer support and fulfillment services to Users in accordance with our then-current standard terms and conditions and standard customer service policies and procedures applying generally to users of TripAdvisor. We reserve the right to refuse to provide customer/fulfillment services to a User if deemed appropriate within the sole discretion of TA.

MONTHLY REPORTS

We will make available to you monthly reports that set forth, at a minimum, the number of Users to TripAdvisor from your Affiliate Site, and the number of Transactions (as defined below) completed by Users Linking directly to TripAdvisor from your Affiliate Site during the applicable month. A third party reporting agent, such as Commission Junction, Inc. (the “Reporting Agent”), will fulfill our tracking and reporting requirements.

WHAT ELSE YOU WILL RECEIVE


YOU EARN TRANSACTION FEES

You are eligible to earn revenue from transactions “Transactions” during the term of this Agreement on “Transaction Gross Revenue” basis, as follows:

As used herein, the following definitions apply: “Transactions” means, collectively, Clicks on a TA sponsored link or Ad that generates revenue for Tripadvisor. “Transaction Gross Revenue” means, for each Transaction for which tripadvisor collects revenue from its advertisers TA will pay the affiliate Fifty (50%) (net fradulant clicks) of the total revenue generated. Affiliate will only be paid the 50% of revenue generated (net fradulant clicks) if they used an authorized TA Creative Asset(s). The revenue for each Transaction shall be determined by TripAdvisor from time to time and can be found in the Program Terms at www.cj.com.

SPECIAL RULES

We will pay a Transaction Fee for a given Transaction only if the User is tracked on our internal online ordering system from the time the Link is initiated on your Affiliate Site to the action on TA site. You agree that no Transaction Fees will be paid if the User cannot be tracked by our internal ordering system.

We will not be required to pay a Transaction Fee with respect to any Transaction completed during any period in which you are in violation of the terms of this Agreement.

WHEN AND HOW YOU GET PAID

The Reporting Agent will pay you the Transaction Fees earned for each month in accordance with and subject to the payment terms agreed upon by you and the Reporting Agent.

WHAT YOU NEED TO KNOW AND UNDERSTAND


WE MUST COMPLY WITH SUPPLIER AGREEMENTS

The parties’ rights and obligations under this Agreement may be subject to the terms of any agreement between TA and/or any of its Corporate Affiliates and any supplier (e.g., air carrier, hotelier, car rental agency, etc.).

WE CAN MODIFY THIS AGREEMENT

We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion, and such change will be effective seven (7) days (or, if less, the number of days specified in the terms agreed upon between you and the Reporting Agent) after we give you notice (as provided herein) of the change. Notification to you of any change by e-mail or posting of a change notice on TripAdvisor and/or the Internet site of the Reporting Agent, at our sole option, will be considered sufficient notice to you of the change. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any change is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Program following the effective date of the change will indicate your acceptance of the change.

WE MAY SUSPEND PERFORMANCE

If we determine, in our sole discretion, that military action or extraordinary political, economic, or other conditions or occurrences beyond our control significantly impacts the travel business, our businesses, access or navigation to TripAdvisor from you or your business(es) and alters our exposure under this Agreement, we may, at any time, suspend performance (in part or whole) of any or all terms and conditions of this Agreement, suspend payment due hereunder (in part or whole) or terminate the Agreement (in part or whole), in our sole discretion. We will provide you with written notice seven (7) days prior to the effective date of such change(s).

WHEN THIS AGREEMENT BEGINS AND ENDS

This Agreement will begin upon the date of the notice accepting your Program Application and will end when terminated by either party. Either party may terminate this Agreement at any time: (a) with cause, by giving the other party written notice of termination; and (b) without cause, by giving the other party seven (7) days prior written notice of termination. Written notice can be in the form of mail, email or fax.

WHAT HAPPENS WHEN THE AGREEMENT ENDS

You are only eligible to earn Transaction Fees for Transactions occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable as provided for in this Agreement. If this Agreement is terminated because (a) you have violated the terms of this Agreement or (b) your Affiliate Site contains any Restricted Content, you are not eligible to receive any commission payments, even for commissions earned prior to termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination or expiration of this Agreement for any reason, you will immediately remove any TA Creative Asset(s) or Link from your Affiliate Site. In addition, each of the provisions under the section entitled "What Else You Need to Know and Understand" below will survive any termination or expiration of this Agreement.

WHAT IF YOU ARE INELIGIBLE BUT PARTICIPATE ANYWAY

IF YOU ARE AN INELIGIBLE PARTY AND ENROLL IN THE AFFILIATE PROGRAM, YOU AND WE AGREE THAT WE WILL BE MATERIALLY DAMAGED BY YOUR ACCESS TO OUR CONFIDENTIAL INFORMATION IN AN AMOUNT THAT IS DIFFICULT TO ASCERTAIN. ACCORDINGLY, YOU AND WE AGREE THAT IF YOU ARE AN INELIGIBLE PARTY AND ENROLL IN THE AFFILIATE PROGRAM, THAT YOU WILL PAY FIVE HUNDRED THOUSAND DOLLARS (US$500,000.00) TO US AS LIQUIDATED DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PROVISION WILL PREVENT US FROM PURSUING ANY OTHER REMEDIES AVAILABLE UNDER APPLICABLE LAW.

IF, AFTER YOUR ENROLLMENT IN THE AFFILIATE PROGRAM, YOU BECOME AN INELIGIBLE PARTY AND DO NOT IMMEDIATELY TERMINATE THIS AGREEMENT, YOU AND WE AGREE THAT YOUR ACCESS TO, OR USE OF, OUR CONFIDENTIAL INFORMATION MAY PUT US AT RISK. ACCORDINGLY, YOU AND WE AGREE THAT IF: (I) YOU DO NOT KEEP CONFIDENTIAL THE CONFIDENTIAL INFORMATION YOU OBTAINED; OR (II) YOU DO NOT TERMINATE THE AGREEMENT AS REQUIRED AND THEREFORE CONTINUE TO ACCESS OUR CONFIDENTIAL INFORMATION, THAT WE WILL BE MATERIALLY DAMAGED BY YOU IN AN AMOUNT THAT IS DIFFICULT TO ASCERTAIN AND YOU WILL PAY FIVE HUNDRED THOUSAND DOLLARS (US$500,000.00) TO US AS LIQUIDATED DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PROVISION WILL PREVENT US FROM PURSUING ANY OTHER REMEDIES AVAILABLE UNDER APPLICABLE LAW.

WHAT ELSE YOU NEED TO KNOW AND UNDERSTAND


WHO OWNS WHAT

We or our Corporate Affiliates will own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of TripAdvisor. We will own all data generated by Users of TripAdvisor, and all of the terms and conditions, rules, policies and operating procedures of TripAdvisor (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users of TripAdvisor; and we reserve the right to change such terms and conditions, rules, policies and operating procedures at any time.

REPRESENTATIONS AND WARRANTIES

You represent and warrant to us that (a) you are currently, and that throughout the term of this Agreement you will continue to be, in compliance with all applicable laws and regulations; (b) you are not an Ineligible Party; (c) this Agreement has been duly and validly executed by you by virtue of your clicking on the “I Agree” button at the end of this Agreement and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and (d) the execution, delivery, and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you. The representations and warranties in this Section are continuous in nature and will be deemed to have been given by you upon your acceptance via the “I Agree” button at the end of this Agreement and at each stage of performance hereunder.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless us and our Corporate Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals’ fees) that arise out of or are based on (a) any claim that our use of Your Marks or any other materials you provide to us infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Affiliate Site including, without limitation, content therein not attributable to us.

DISCLAIMERS

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO TRIPADVISOR OR ANY OTHER COMPONENTS OF THE PROGRAM OR ANY SERVICE, PRODUCT OR OTHER ITEMS SOLD THROUGH TRIPADVISOR OR ANY OTHER COMPONENTS OF THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED BY US. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE OPERATION OF TRIPADVISOR WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

LIMITATIONS OF LIABILITY

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

CONFIDENTIALITY

If you have entered into a Non-Disclosure Agreement (“NDA”) with us, you agree that the terms of the NDA will be deemed to be incorporated herein. If you have not entered into an NDA with us, then you understand and agree that the following terms and conditions will apply to all Confidential Information that we may disclose to you as a result of your participation in the Program. For purposes of this Agreement, the term “Confidential Information” will include, but not be limited to, the terms of this Agreement, any modifications to the terms and provisions of the Agreement made specifically for your Affiliate Site and not generally available to other members of the Program, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any members of the Program, other than you. Confidential Information will also include any information that we designate as confidential during the term of this Agreement.

You agree not to disclose any Confidential Information and that such Confidential Information will remain strictly confidential and will not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

GENERAL PROVISIONS

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

Each party will at all times be deemed to be an independent contractor of the other, and nothing in this Agreement will be deemed or construed to create any partnership, joint venture, employment, agency or similar relationship. We will not be liable for any failure to perform or any delay in performing any obligation under this Agreement if such failure or delay is the result of any event or other cause beyond our reasonable control.

This Agreement will be governed by the laws of the United States and the State of Washington, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Washington State and you irrevocably consent to the exclusive venue and jurisdiction of such courts and waive any right to a trial by jury. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs, including expert witness fees.

This Agreement is the complete Agreement between the parties and supersedes any prior oral or written agreement concerning the subject matter.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR AFFILIATE SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

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