By selecting to apply as an affiliate of Fairmont Raffles Hotels International Inc. (“Fairmont” or “We”) under the Google Affiliate Network Online Program, You agree to be bound by the following terms and conditions (the “Advertiser Specific Terms”). Capitalized terms not defined in these Advertiser Specific Terms have the meanings set out in the Google Affiliate Network Online Program Term and Conditions.
1. Payment. In consideration for the display of the GAN Ads on Your Properties as provided hereunder, We will pay You a commission at the rate noted from to time at the GAN Program website on Completed Stays (the “Commission”). “Completed Stay” means the net amount paid by a guest to a hotel, resort or other facility owned or managed by Fairmont or any of its affiliates (each a “Fairmont Hotel”) solely for the completed use of a room, suite or similar facility by such guest in a Fairmont Hotel (and, for greater certainty, excluding any amounts paid in respect of taxes, duties, levies, services, credit card and other payment processing fees, telecommunication services, entertainment, goods or meals, or any amounts received as a result of fraud or which are to be charged back) through a reservation made by such guest and accepted by Fairmont or its representatives as a result of clicking on or otherwise taking action in respect of a GAN Ad displayed on Your Properties in accordance herewith. Reservations for stays commencing more than one year following the booking of a reservation are not eligible for any Commission. We reserve the right to change the Commission rate in our sole discretion and without notice.
2. Exclusions and Taxes. Completed Stays do not include, and You will not be paid any Commission on, any reservations made using discounted rates, discount codes, special rates or coupons, including without limitation employee, friends and family, network program management or travel agent discounted rates, other than discounted rates, codes or coupons specifically made available by Fairmont through GAN Ads. Completed Stays also do not include any reservations which are not consummated and fully paid for. You are responsible for any taxes, duties or levies on any Commissions. We reserve the right to withhold amounts in respect of taxes, duties or levies as required by applicable law.
3. Payment Requirements. We track on a 30 day, last affiliate clicked basis. Consequently, in order to be eligible for a Commission, a user must click on a GAN Ad on Your Property to visit ours and make a reservation on our website within 30 days following such click. You will not be eligible for a Commission if: (a) the user clicks on a GAN Ad placed with another affiliate after clicking on a GAN Ad on Your Property and before the user makes the reservation; (b) the user makes the reservation more than 30 days following such click; or (c) We cannot use the cookie or identifying Your tracking number for any reason (including, without limitation, the deletion of cookies from the user’s system).
4. Licenses. Subject to the terms and conditions hereof and the Agreement, We grant to You a limited, non-exclusive, non-transferable, revocable license to display the Ads (the “GAN Ads”) that We have uploaded for use by Publishers which We have approved on Your Properties. For the purposes of these Advertiser Specific Terms, “Your Properties” means Properties that are owned or controlled by You. You grant to Fairmont a non-exclusive license to use Your name, trademarks, domain names and logos to advertise, market, promote and publicize the relationship between Fairmont and You hereunder and confirm that such grant and our use thereof does not violate or infringe the rights of any third party.
5. Program Requirements. You shall: (a) promptly update the GAN Ads You display with any updated or replacement GAN Ads We may from time to time upload to the GAN Program; (b) display any time-limited offers only within the periods specified by Fairmont; and (c) comply with any applicable trade mark usage guidelines that We may develop from time to time.
6. Restrictions. You must not, without or prior written consent (which We may withhold in our sole discretion): (a) use the GAN Ads in any manner or on any Property other than as expressly permitted by these Advertiser Specific Terms; (b) modify, enhance, redact any GAN Ad in any manner whatsoever or create any derivative work using any GAN Ad; (c) overlay, hide or obscure in any manner any portion of any GAN Ad when displayed on Your Properties; (d) except to the extent incorporated into the GAN Ads and except for a list of Fairmont Hotels and direct links to the Fairmont page for each such Fairmont Hotel, use or display any trademark, trade name, service mark, brand name, domain name or logo of Fairmont, any of its affiliates or any hotels managed by Fairmont or any of its affiliates (including, without limitation, the Fairmont, Swissôtel and Raffles brands) (collectively, the “Fairmont Marks”) or any derivatives, intentional misspellings or variations thereof or any confusingly similar marks, names or logos (the “Derivatives”) in any manner or in any form or media whatsoever, including, without limitation in any Property, web pages, copy, advertisement, metadata, metatags, other material or any domain names, uniform resource locators or similar addresses; (e) purchase or bid on any key words or key phrases that are or include any Fairmont Mark or Derivative from any search engine marketing or other keyword or keyphrase based advertising or search engine marketing program, including without limitation Google AdWords; (f) identify any of Your Properties as being an “official” or “authorized” site or facility of Fairmont, any of its affiliates or any Fairmont Hotel, or otherwise implying any manner of endorsement or approval thereby; or (g) use or display any GAN Ad in any e-mail, electronic messaging or similar marketing or through the use of any Publisher Software Application or any video display or feed.
7. Ownership. Except for the express rights granted above, We retain all right, title and interest in and to the GAN Ads and the Fairmont Marks. You agree not to take any action or use any GAN Ad in any manner that would reduce or impair our rights in and to the GAN Ads or the Fairmont Marks or that disparages or reflects poorly on Fairmont, its affiliates, the Fairmont Hotels or the Fairmont Marks or otherwise devalues or diminishes the reputation or goodwill of any of the foregoing. You agree that goodwill associated with Your display of any GAN Ads will accrue to the benefit of Fairmont. You agree that We will own exclusively all data and information that We collect from users as a result of any click or action taken by such users in respect of any and all GAN Ads that You display.
8. Termination.. If You breach of these Advertiser Specific Terms or the Agreement, Fairmont may terminate the Advertiser Specific Terms, the license granted herein, and Your right to continue as an affiliate of Fairmont, and withhold, reverse or chargeback any Commissions otherwise payable or already paid to You, immediately and without notice or liability, in addition to any other remedies to which We may be entitled hereunder, at law or in equity. We may terminate the Advertiser Specific Terms, the license granted herein, and Your right to continue as an affiliate of Fairmont for convenience at any time without notice. You may terminate the Advertiser Specific Terms by unregistering as an affiliate of Fairmont through the GAN Program. Upon any termination, You must immediately cease all display or use of any GAN Ads and destroy all copies thereof in Your possession or under Your control and We will cease all display or use of Your name, trademarks, domain names and logos and destroy all copies thereof in our possession or under our control
9. Limitation of Liability. You agree that the liability of Fairmont, Fairmont Hotels, their affiliates and the directors, officer and agents thereof (the “Fairmont Parties”) shall be limited to direct damages that You suffer, not to exceed the then-current amount of Commissions due and owing to You in accordance with these Advertiser Specific Terms. In no event will the Fairmont Parties be liable for any special, incidental, indirect, or consequential loss or damage, lost business revenue, loss of profits, loss of data, failure to realize expected profits or savings or other non-direct commercial or economic loss or damage of any kind, even if We have been advised of the possibility of any such loss or damage. The GAN Ads are provided on an “as is, where is” basis without any representation, warranty or condition. We expressly disclaim all representations, warranties and conditions, express or implied, including representations, warranties and conditions of quality, performance, merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or otherwise in law or from a course of dealing or use of trade. We do not warrant that the GAN Ads, our websites or our services will be timely, accurate or error-free or that any errors will be corrected. We will have no obligation or liability to You in the event of any failure, error or downtime on any website of Fairmont, its affiliates or any Fairmont hotel, including any website which may be accessed by clicking or otherwise taking action on any GAN Ad, or any inability to use or access same as a result of any interruption of service or services by any third party. The foregoing limitations, exclusions and disclaimers shall apply irrespective of the nature of the cause of action, demand, or action, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches or the failure of the essential purpose of these Advertiser Specific Terms.
10. Authority. You represent and warrant, and it is a condition of these Advertiser Terms, that the individual enrolling in the GAN Program and applying to be an affiliate for Fairmont has the right to bind You to these Advertiser Specific Terms. You confirm that You are an independent contractor and nothing herein creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between You and Fairmont and that You have no authority to act, represent or contract for or on behalf of Fairmont, its affiliates or any Fairmont Hotel.
11. Agreement. In the event of any conflict or inconsistency between these Advertiser Specific Terms and the Agreement, these Advertiser Specific Terms will govern. You agree that We are a third party beneficiary of the Agreement. Without limiting the generality of the foregoing, notwithstanding the last sentence of Section 2 of the Agreement, You must obtain the express written approval of Fairmont for any subsequent display of any GAN Ads.
12. General. We may modify these Advertiser Specific Terms by posting such modifications to the GAN Program website. You agree that any such modifications will be binding on You and that if You do not agree with any such modifications, Your sole recourse will be to terminate Your participation as an affiliate of Fairmont. You may not assign these Advertiser Specific Terms. These Advertiser Specific Terms will be governed by the laws of the Province of Ontario, Canada and You agree to attorn to the jurisdiction of the course of the Province of Ontario.
