Before entering into the TravellersSOS.co.uk Affiliate Program you must read and agree with all of the terms and conditions contained within this document. Once you have done so, and have decided to proceed, you should complete the online application form.

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the TravellersSOS.co.uk Affiliate Program (the "Program"). As used in this Agreement, "we" (and "us" and "our") means The Membership Company Limited, and "you" (and "your") means the applicant. "Website" means a World Wide Website and, depending on the context, refers either to our website at http://www.TravellersSOS.co.uk or to your website. Other than our obligation to pay commissions as detailed below, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our affiliates, including TravellersSOS.co.uk, on our behalf.

Enrolment in the Program

To begin the enrolment process, you must submit a completed application via our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our absolute discretion) that your website is unsuitable for the Program. Unsuitable websites include, but are not limited to, those that have:

• Content that is not compatible with our business and with this affiliate network
• Content that is in any way unlawful or in breach of intellectual property rights
• Content that may be deemed harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in any other manner.

You should also note that if we accept your application and your website is thereafter determined (at our absolute discretion) to be unsuitable for the Program, we may terminate this Agreement. If we reject your application, you are welcome to reapply to the Program at any time.

Links on Your Website

As an affiliate we will grant you a revocable, non-exclusive, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your website to our website and to establish and maintain links as contemplated below.

Links will serve to identify you as a member of our Affiliate program and will establish a link from your website to ours. Subject to the terms and conditions hereof, you may display these Links as often and in as many areas of your website as you desire. Each link connecting users of your website to the pertinent area of our website will in no way alter the look, feel or functionality of our website.

In utilising the Links you agree that you will cooperate fully with us in order to establish and maintain such links. You agree that you will:

• Display in your website only those graphic or textual images that are provided by us
• Update such images with new images provided by us from time to time and throughout the term of this agreement
• Display such graphic and/or textual images prominently in relevant sections of your website.

Except for the licence granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the TravellersSOS.co.uk domain name.

Application Processing

We will process applications made by customers who follow Links from your website to the TravellersSOS.co.uk website. We reserve the right to reject applications that do not comply with any requirements that TravellersSOS.co.uk or we periodically may establish. We will be responsible for all aspects of application processing. Among other things, we will prepare application forms; process payments and cancellations; and handle customer service. We will track sales made to customers who apply using Links from your website to our website and will send you reports summarising this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and commission accrual, you must ensure that the Links between your website and our website are properly formatted. We will not be liable for paying commissions on applications that are not correctly tracked and reported because the links between your website and our website are not properly formatted.

Please note: to protect applicant's privacy, the names and personal information of specific policyholders will not be provided to you.

Commission

For a sale to generate commission the customer must follow a Link (in the format specified by us) from your website to the TravellersSOS.co.uk website; purchase the Product on the TravellersSOS.co.uk website using our online application system; provide all of the registration data we request and pay in full at that time. We will not pay commission on any Products purchased from any other website operated by our affiliates or us.

We will endeavor to track, through cookies, customers who return to our site to buy a policy without again following the link from your site. Such a sale made on a return visit within a period of 30 days will be eligible to earn commission. However, we can accept no responsibility and there will be no obligation to pay, if the customer chooses not to accept our cookie or makes a return visit from a different machine or if for any other reason we are not able to identify the customer as having previously followed a link from your site to our site. If a customer follows a link from your site to our site and subsequently follows a link from another affiliate's site to our site, the affiliate whose link has most recently been followed only will be eligible to earn the commission. TravellersSOS.co.uk will not be required to pay more than one commission payment on any transaction. You will not be entitled to any compensation of any kind for the sale of any products other than as set out in this Agreement.

You may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using Links on your website to access our website (e.g.: by implementing any "rewards" program for persons or entities who use Links on your website to access our website). If we determine, at our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commissions otherwise payable to you under this Agreement.

Commission Schedule

You will earn commission based on "Net Sales" made as a result of referrals from You according to commission schedules established by us. "Net Sales" are revenues derived by us from sales of TravellersSOS via our online application system, excluding costs for taxes (including IPT and VAT, if any), service charges and credit card processing fees, and net of any cancellations and refunds. Commission is calculated at 15% of Net Sales.

Commission Payments

We will pay you commissions on a monthly basis. In order to allow for the 'no-questions-asked' 28-day policy refund period we make payments approximately 60 days following the end of each month. We will send you payment for the commissions earned on Net Sales made during that month, less any taxes that we are required by law to withhold. However, if the commission payable to you for any month are less than £50.00, we will hold those commissions until the total amount due is at least £50.00 or (if earlier) until this Agreement is terminated. If a sale that generated a commission is refunded to a policyholder, we will deduct the corresponding commission from your next payment. If there is no subsequent payment, we will send you an invoice which is payable on demand.

For the avoidance of doubt, you will be solely responsible for any tax or other payments arising from commissions payable under this agreement and we have no liability for any such tax or other payments.

Policies and Pricing

Customers who buy Products through this Program will be customers of TravellersSOS.co.uk. Accordingly, all of our rules, policies and operating procedures concerning customer applications, customer service and Product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, TravellersSOS.co.uk will determine the prices to be charged for Products sold under this Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect details that you already have listed on your website, you must frequently update price information, or not use it at all. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

Identifying Yourself as an Affiliate

We will make available to you a small graphic image that identifies your website as a Program participant. At your sole discretion you may display this logo or the phrase "In association with TravellersSOS.co.uk" somewhere on your website. We may modify the graphic image from time to time.

You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. You may e-mail Affiliate@TravellersSOS.co.uk if you wish to get written consent.

Limited Licence

We grant you a nonexclusive, revocable right to:

• Access our website through the links solely in accordance with this agreement
• Use the icon described above and such other images for which we grant express permission, solely for the purpose of identifying your website as a Program participant and to assist in generating Product sales. You may not modify the icon or any of our images in any way. We reserve all of our rights in the icon, any other images, our trade names and trademarks, and all other intellectual property rights.

We may revoke your licence at any time by giving you written notice. In entering into this agreement you allow us to provide Links from the TravellersSOS.co.uk website to your websites for the purpose of promoting our partnership. You may revoke our licence to do this at any time by giving us written notice.

Responsibility for Your Website

You will be solely responsible for the development, operation and maintenance of your website and for all materials that appear on your website. For example, you will be solely responsible for: the technical operation of your website and all related equipment; creating and posting Product descriptions on your website and linking those descriptions to TravellersSOS.co.uk using Links and link formats provided by us; the accuracy and appropriateness of materials posted on your website (including, among other things, all Product-related materials) ensuring that materials posted on your website do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights; ensuring that materials posted on your website are not defamatory or illegal). We and our affiliates disclaim all liability for these matters. Further, you will indemnify and hold our affiliates and us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your website.

You hereby agree that your website will not, in any way, copy or resemble the look and feel of our website, nor will you create the impression that your website is part of our website. We may monitor your website to determine compliance with this agreement. You will work cooperatively with us to insure such compliance.

Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on Net Sales occurring during the term and commissions earned up to the date of termination will remain payable only if the related applications are not cancelled and refunded. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you will promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our website from your website. Upon termination of this Agreement, we will promptly return to you, or at your request, destroy any and all of your intellectual or proprietary property, information and/or materials in our possession and, subject to receiving written consent to the contrary from you, remove all hypertext links to your website from our website.

Exclusivity

For the duration of this Agreement and for 12 months after its expiry (howsoever arising) you are not permitted, directly or indirectly and in any manner whatsoever, to offer products or services similar to those which are the subject matter of this agreement on your website as available in the UK, including, without limitation, card protection and any other similar credit card registration, cancellation and insurance products. Furthermore you shall procure that any person with whom you may be connected (defined for this purpose pursuant to Section 839 of the Income and Capital Tax Act 1988) shall not offer such products or services.

Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our absolute discretion. You will be notified by e-mail, and a change notice or a new agreement will be posted on our website. Modifications may include, but are not limited to, changes in the scope of available commission, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Program following our e-mail and posting of a change notice or new agreement on our website will constitute binding acceptance of the change.

Relationship of Parties

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates' behalf, including with respect to our or our affiliates Products or services. You will not make any statement or representation, whether on your website or otherwise, that you are connected or affiliated with our website or us other than for the purpose of referring users to our website as contemplated under this Agreement, or that otherwise reasonably would contradict anything in hnder this Agreement at the time the act or omission giving rise to the liability occurred.

Disclaimers

Neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Program or any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we nor our affiliates makes any representation that the operation of our website will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.

Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and supplier lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates. Notwithstanding the forgoing, each party is hereby authorised to deliver a copy of any such information (a) to any person pursuant to subpoena or order issued by any court or administrative agency, (b) to its accountants, lawyers or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

Independent Investigation

You hereby represent and warrant to us as follows:

• You acknowledge that you have read this agreement and agree to all its terms and conditions.
• 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.
• You understand that we or any of our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate websites that are similar to or compete with your website.
• This agreement has been duly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
• The execution, delivery, and performance by you of this Agreement and the undertaking by you of the transactions contemplated hereby does not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgement, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
• You are the sole and exclusive owner of the affiliate trade marks and have the right to grant us the licence to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person.
• No consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained by you in connection with execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
• There is no pending, or to the best of your knowledge, threatened claim, action, or proceeding against you, or any group company of yours, with respect to your trademarks, and, to the best of your knowledge, there is no basis for such claim, action or proceeding.
• You are an adult of at least 18 years of age.

Indemnity

You hereby agree to indemnify and hold harmless TravellersSOS.co.uk and its holding company, subsidiaries and other group companies, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as Losses) insofar as such losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made to you herein, or (iii) any claim related to your website including, without limitation, content therein not attributable to us.

Miscellaneous

This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any previous or contemporaneous oral or written agreement regarding such matter, and will be governed by the laws of England, without reference to rules governing choice of laws. You irrevocably consent to the jurisdiction of such courts. 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, inure to the benefit of and be 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 provision or any other provision of this Agreement.

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