By submitting your Application to become a FlySuite Affiliate, you confirm
that you have read and agree to be bound by all terms of this agreement
with Natium S.A., if Natium S.A. accepts you for participation in its customer/order
referral Program as described below. Natium S.A. is the company
that owns and publishes the FlySuite.com website.
1. Enrollment in the Program.
To begin the enrollment process, you must submit a complete and accurate
Application. Natium S.A. (the FlySuite team) will evaluate the Application
and the web site specified in your application, and advise you via email
of your acceptance or rejection. Natium S.A. has the right in its sole
and absolute discretion to reject your application, or to terminate your
participation in the Program, for any reason.
While you are enrolled in the FlySuite Affiliate Program, Natium S.A.
will pay you a Commission equal to 25% of "Sales"
resulting from "Qualifying Orders".
Sales means the selling price of FlySuite softwares and services
on FlySuite.com, not counting sales tax.
Qualifying Order means a FlySuite registration on FlySuite.com
paid and approved by our credit card online system in the session in which
he or she is delivered by your website (as described below). "Qualifying
Order" does not include registrations and credit card transactions
that are cancelled by the end-user. Under the currently used technology,
our tracking service will place a cookie on the end-users computer
as he/she is delivered from your website to the FlySuite Website, to identify
your Website as the delivering source when a registration is made and
paid. The cookie will expire 30 days after it is placed. However, the
cookie will be overwritten if the end user returns to the FlySuite.com
site from another tracked source. As a bonus to you, if the end-user returns
to the FlySuite Website and places an order while your cookie remains
active, the tracking software will treat this as a Qualifying Order. We
reserve the right to change the technology we employ to calculate Commissions
owed to you.
3. Payments and Reports.
Commissions will be calculated in realtime, and paid to you by the beginning
of each month. However, if Commissions owed to you are small, payment
may be deferred until the earlier of the payment cycle for the month when
Commissions we owe you aggregate at least $75. Natium S.A. will provide
realtime electronic transaction reports concerning Qualifying Orders that
have been approved by our credit card online system. You will have a password-protected
account on FlySuite website at http://FlySuite.com/affiliate (the "Reporting
Site") that you can access to obtain information concerning Commission
credits that have been posted to your account. Information on the Reporting
Site can be in USD, CAD, GBP, EUR or CHF and your Commissions can be paid
in these currencies. All information available on the Reporting Site is
Natium S.A.s Confidential Information, protected by Section 11.
If a transaction is cancelled in a later monthly cycle than the Commission
we paid you on the transaction, Natium S.A. may take the cancellation
as a credit against your subsequently earned Commissions. You should check
your account at least monthly and promptly notify Natium S.A. if you believe
there are errors in the calculation of Commissions we owe you that we
have taken. You will waive the right to contest any underlying calculation
90 days after a payment is made to you. You acknowledge and agree that
information reported to you will include order number and aggregate dollar
amounts, but will not include any personally identifiable information
about the end user that placed a Qualifying Order.
4. Advertisements and Links.
Natium S.A. will make available at http://FlySuite.com/affiliate, one
or more electronic advertisements for the FlySuite Office Suite available
from the FlySuite.com Website, each containing text and/or graphics and
a hyperlink that will start FlySuite Office Applications when the end
user clicks on the hyperlink (each such electronic file an Advertisement
and its hyperlink a Link.). Natium S.A. is and will remain
sole owner of the entire content of each Advertisement. Natium S.A. will
provide a Link Generation tool on the Reporting Site that will enable
you to select and generate links for your site. Natium S.A. grants you
a non-exclusive, revocable and limited license while this agreement remains
in effect, to display links to the Advertisements you select on the Affiliate
Website. Once the Link Generation Tool generates a link to an Advertisement,
you can alter its code if Natium S.A. approved your changes. We will periodically
send e-mails or newsletters describing new Advertisements available for
selection. If requested but at Natium S.A.s sole discretion, we
may work with you to develop and enable customized Advertisements. You
may add to or delete from the Affiliate Website, links to any Advertisement
at any time at your sole discretion, but you may not link to the FlySuite
Website through any code that Natium S.A. has not authored or approved.
All uses of Natium S.A. trademarks that appear in any Advertisement will
inure solely to the benefit of Natium S.A..
5. Your Obligations.
You are solely responsible for development, operation, and maintenance
of the Affiliate Website(s), for selecting, generating and displaying
links to Advertisements on the Affiliate Website, and for all other content
that appears on the Affiliate Website. You will co-operate with Natium
S.A. as necessary to establish the linkage from Links to the FlySuite.com
Website through Natium S.A.s facilities, which will enable FlySuite.com
Website to place cookie and other tracking code on the end users
computer to identify the Link as the source of traffic. You are responsible
for monitoring and notifying Natium S.A. of any malfunction of links from
the Affiliate Site to Advertisements, or other problems with your participation
in the Program. You acknowledge that you will not receive Commissions
on Qualifying Orders if and while technical problems prevent Natium S.A.s
technology from tracking delivery of Qualifying Orders. You acknowledge
that the software and other technology that Natium S.A. uses to track
Qualifying Orders and calculate Sales, Natium S.A.s confidential
and proprietary technology, protected by Section 11 of this Agreement.
You are prohibited from engaging in any of the following types of activities
(collectively, Prohibited Activity):
a. Absolutely prohibited.
Sending Links in unsolicited e-mails.
Creating a site that copies, resembles the look and feel of, or otherwise
creates the impression that the Affiliate Site is the FlySuite.com Website.
Offering rebates, gift certificates, points or other rewards to end-users
who submit orders through Links, unless you take adequate steps to avoid
creating the impression that Natium S.A. is offering them or has any responsibility
Purchasing or bidding for placement of Natium, FlySuite,
FlyCalc, "FlySlide" or any variation or misspelling
thereof, within any third party search engine or portal, including but
not limited to AOL.com, Yahoo!.com, MSN.com, Google.com, netscape.com,
excite.com, overture.com, google.com, ask.com, looksmart.com, findwhat.com,
lycos.com, metacrawler.com and altavista.com.
Causing any Link in an Advertisement that Natium S.A. provides to link
to any page other than the URL provided with the Link.
Submitting or encouraging others to submit orders to Natium S.A. in bad
faith, such as (but not limited to) placing orders with intent to return
the merchandise to Natium S.A. after Natium S.A. has paid a Commission
on the order.
Accessing or attempting to access an area of the FlySuite website for
which access is not authorized;
Using any trademark of Natium S.A. (like FlySuite, FlyCalc, FlySlide,
etc) unless Natium S.A. gives its prior written consent as to the specifics.
Taking any action that could reasonably cause any customer confusion as
to Natium S.A.s relationship with you, or as to the site on which
any functions or transactions (such as search, order, and browse) are
Employing any technology designed to divert them to the Affiliate Website
or to pull them away from the site he/she is currently shopping.
Employing any technology to read, intercept, record, redirect, interpret,
or fill in the contents of any electronic form or other materials that
we serve to customers who click through Links to the FlySuite.com Website.
Assisting any third party to take any action that would be Prohibited
Activity if you engaged in it.
b. Prohibited unless Natium S.A. gives its prior written consent as to
Placing Links in newsgroups, message boards, banner networks, chatrooms,
guest books, popups, popunders or popovers.
Using Natium, FlySuite, FlyCalc, "FlySlide"
or any misspelling thereof in any URL for any page of the Affiliate Website,
or in any other technological means of diverting end-users to the Affiliate
Website or links controlled by Affiliate when they search for the FlySuite
In any way modifying, redirecting, suppressing, or substituting the operation
of any button, link, or other interactive feature of the FlySuite Website.
Posting or serving any advertisements or promotional content around or
in conjunction with the display of pages of the FlySuite Website or Natium
S.A.-branded pages of third party websites (such as through framing technology
Displaying any content of the FlySuite Website or other proprietary Natium
S.A. content except Advertisements provided by Natium S.A. through FlySuite.com/affiliate.
Making any warranty or representation concerning Natium S.A.s products
or services except those expressly stated by Natium S.A. in Advertisements
and on the FlySuite Website.
Sublicensing or assisting any third party to display Advertisements on
Natium S.A. has the right, at its sole discretion, to monitor the Affiliate
Website for compliance with this Agreement. If we determine, in our sole
discretion that you have engaged in any Prohibited Activity, we may (without
limiting any other rights or remedies available to us) withhold any Commissions
otherwise payable to you and/or terminate this Agreement.
7. Order Fulfillment.
Natium S.A. shall be solely responsible for operating, maintaining
and managing the content of the FlySuite Website and its shopping cart,
in the ordinary course of Natium S.A.s business. Customers who purchase
Natium S.A. merchandise through the Program will be deemed to be customers
of Natium S.A.. Natium S.A. shall be solely responsible for all aspects
of its relationship with such customers, including without limitation:
(i) obtaining approval for orders from the Payment Source, (ii) accepting
and processing Payment-Source-approved orders; (iii) fulfilling accepted
orders; (iv) managing returns and cancellations; and (v) servicing customers.
Affiliate shall not be deemed to be involved in any transaction of any
kind between Natium S.A. and its customers. As between the parties, Natium
S.A. shall be sole owner of all information that end-users submit to Natium
S.A. in Qualifying Orders.
The Term of this Agreement begins if and when we notify
you that we have accepted your application, and ends when either side
e-mails notice of termination. Either side may terminate this Agreement
at any time, for any reason. If Natium S.A. believes you have breached
an agreement term, it may (but is not required to) send you notice of
the breach and the corrective action you must take to cure it. Upon termination
of this agreement for any reason, (i) you will immediately remove from
the Affiliate Site and any other site where they have been placed, all
links to Advertisements and other content related to Natium S.A., (ii)
we may revoke your access privileges to FlySuite.com/affiliate, disable
any Links from the Affiliate Website to the Natium S.A. Website and any
links from the Affiliate Website to Advertisements served by our servers,
and (iii) Commissions will cease to accrue on Qualifying Orders.
We will retain the right to charge back cancellations that are posted
after the effective date of the termination, and may withhold final payment
to you for a reasonable time to determine if Commissions owed to you exceed
cancellations. Your obligation to cease all uses of Advertisements, Links
and Natium S.A.s name and trademarks upon termination, will survive
that termination and entitle Natium S.A. to obtain an injunction against
continued violation. Sections 3, 6, 7, 10, 11 and 12 will also survive
We may modify any provisions of this Agreement (including those related
to the amount of the Commission, the duration of cookies, the frequency
of payment, and the minimum payment amount) at any time, and in our sole
discretion, by posting a change notice or a new agreement on the Natium
S.A. Website and sending you an e-mail notice that this has been done.
The modification will be effective as of the date stated in the e-mail
notice (which will be at least 7 days after the notice is sent), unless
in the interim you exercise your right to terminate this Agreement.
10. Disclaimers and Limitations on Liability
10.1 EXCEPT AS EXPRESSLY STATED, Natium S.A. MAKES NO REPRESENTATIONS
OR WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, REGARDING THIS
AGREEMENT, THE PROGRAM, REVENUES YOU WILL RECEIVE FROM PARTICIPATION IN
THE PROGRAM, PRODUCTS SOLD THROUGH THE PROGRAM, (INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED
WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).
Without limiting the foregoing, Natium S.A. specifically disclaims any
warranty (i) that Natium S.A.'s SERVICES or use of Natium S.A.s
software, hardware or website will be uninterrupted or error-free; (II)
that operation of Natium S.A.s website or software will be uninterrupted
or error free; (iii) that defects in Natium S.A.S SOFTWARE will
be corrected; (iV) that there are no viruses or other harmful components
in Natium S.A. or data transmissions; (v) that the security methods used
in providing services will be sufficient, or (vi) regarding correctness,
accuracy or reliablity of software, hardware, internet connections, or
data OF Natium S.A..
10.2 It is expressly agreed that notwithstanding any other provision
of this Agreement, in the event of any claim, breach or purported breach
of this Agreement by Natium S.A., the remedy shall be limited to equitable
remedies and an action at law for money damages. Natium S.A. WILL NOT BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR DATA ARISING UNDER THIS AGREEMENT
OR THE PROGRAM, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT,
TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF
Natium S.A. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, Natium S.A.S
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. YOU HEREBY waive any claims that these exclusions deprive You
of an adequate remedy.
10.3 Neither Natium S.A. nor FlySuite.com shall be liable to you for
any delay or default hereunder to the extent due to any cause beyond its
reasonable control. A "cause beyond the reasonable control"
includes any act of God, act of any government authority, act of terrorism,
labor dispute, fire, explosion, accident, power failure, epidemic, quarantine
restrictions, flood, riot or declared or undeclared war, data loss due
to hardware or software failure, and unusually severe weather conditions.
10.4 The disclaimers of warranties and limitations on damages stated
in this Article 10 are an essential element of the benefit of the bargain
reflected in this agreement.
In connection with the business relationship contemplated by this Agreement,
you may receive or have access to commercially valuable technical and
non-technical confidential or proprietary information ("Confidential
Information") of Natium S.A. For convenience, the disclosing party
is referred to as the Discloser. Confidential Information
includes all information, whether oral or written, relating to the business
or technology of the Discloser that is not generally known or available
to others, including, without limitation, source code and documentation
for software, trade secrets, pricing strategies, marketing and business
plans, information submitted in Qualifying Orders and Commission reports,
and the Discloser's contemplated plans, strategies and prospects. However,
Confidential Information shall not include, or as the case may be, shall
cease to include information that: (i) is now or subsequently becomes
generally available to the public through no fault or breach on the part
of Affiliate; (ii) Affiliate can demonstrate it had rightfully in its
possession prior to disclosure by Discloser; (iii) is independently developed
by Affiliate without the use of any Confidential Information of a Discloser;
or (iv) Affiliate rightfully obtains from a third party who has the right
to transfer or disclose it. Affiliate acknowledges and agrees that any
Confidential Information received or obtained from a Discloser will be
and remain the sole and exclusive property of the Discloser and may not
be used, disseminated or disclosed except as may be necessary to perform
the obligations required under this Agreement or as may be required by
law. You agree to protect Confidential Information with substantially
the same degree of care as that used to protect your own most confidential
You represent and warrant that (i) Advertisements selected by Affiliate
will be displayed in accordance with this Agreement and in a professional
and tasteful manner, (ii) Affiliate will at all times comply with all
laws and regulations applicable to the Affiliate Website and Affiliates
performance under this Agreement, (iii) at all times, content appearing
on the Affiliate Website will not violate or infringe upon the rights
of any third party, or be libelous or illegal, (iv) all information submitted
in your application to participate in the Program is true and not misleading
in any respect, (v) you have not been terminated from any third partys
similar program for engaging in activity of a type prohibited by Section
6 of this Agreement, and (vi) you have full authority to submit Affiliates
offer to enter into this Agreement, and to bind Affiliate to Agreement
terms if Natium S.A. accepts the offer.
13.1 The relationships created by this Agreement are nonexclusive, and
each party remains free to enter into similar arrangements with third
parties. Natium S.A. shall have no obligation to cross promote the Affiliate
Website. No party will be considered as, or hold itself out to be, an
agent of the other, and no party may act for or bind the other party in
any dealings with a third party; rather, the parties are independent contractors.
13.2 You may not assign this Agreement without Natium S.A.s prior
written consent. This Agreement will benefit and bind the parties and
their respective successors and assigns. 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. This Agreement contains a complete statement of all
arrangements between the parties relating to its subject matter, and supersedes
all existing agreements between them on that subject matter. This agreement
may not be changed orally. The failure of Natium S.A. to insist upon strict
adherence to any term of this Agreement on any occasion will not be construed
as a waiver or deprive it of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. This agreement
will be governed by and construed in accordance with the laws of the European
Union. You agree that courts sitting in France will have sole jurisdiction
over any disputes that arise under it. You consent to service of process
by mail, and waive any objection that the agreed forum is inconvenient.
13.3 You agree to repay Commissions and to reimburse Natium S.A.s
expenses on fraudulent orders for which you are responsible. You agree
to reimburse Natium S.A. for all costs and expenses, including reasonable
hourly fees for time spent by our in-house attorneys and outside counsel
to enforce our rights under this Agreement. Remedies stated in this agreement
are cumulative, and not exclusive.
13.4 Notices required by this Agreement shall be in writing delivered
by e-mail, and be effective upon delivery. When notice is owed to you,
we will send it to the e-mail address specified in your Application, or
of which you have then most recently notified us.
13.5 Your offer to enter into an agreement with Natium S.A. on the terms
stated herein, as indicated by submitting your application, and if we
accept your application, this Agreement will be binding on all parties.
We will advise you by e-mail of Natium S.A.s decision to accept
or reject your application. We are not required to give you the reasons
for our decision. If we reject your application, you are welcome to reapply.