This document contains the complete terms and conditions that apply to your participation as an affiliate with Voyagin Affiliate Marketing Program, and the establishment of links from your Website to Voyagin.
In this document, "I", "We", "Us", or "Voyagin" means Voyagin, Inc., and "You", "Your", or "Affiliate" means the affiliate. "Website" individually and collectively means your website and/or e-mail communications and/or published content and/or software applications. "Affiliate Marketing Program" means the program managed by or on behalf of Voyagin by which participating entities place links on their Website that connect to the Voyagin website and for which an affiliate referral commission ("commission") is earned. "Customer" means a visitor of the Affiliate Website(s) that completed a booking for the Services.
Affiliate URL
A unique URL Tag will be issued to an approved affiliate of Voyagin's Affiliate Program, which allows both parties to track every affiliate referral completed via the link within the timeframe specified and commission owed by Voyagin to the affiliate for the same. Each Tagged Link will permit recipients to navigate directly to a page on Voyagin designated by us. You will be responsible for implementing the Tagged URL on your site to enable sales tracking. In the event of any URL omitted from your site, we will not be responsible for any failure which includes reductions of amounts that would otherwise be paid to you under this Agreement.
During the term of the Agreement, the Affiliate agrees and warrants that it shall not conduct, undertake, use, perform or exercise (or have or authorize third parties (to) conduct, undertake, use, perform or exercise) Paid Search, SEM or SEO activities related to the Voyagin brand or activities offered by Voyagin without prior written permission.
Affiliate Dashboards
The Affiliate will be provided with a unique link to a personalized dashboard, which will enable You to track clicks, conversions and value of generated sales.
Commissions
Voyagin shall pay the Affiliate a Commission based on the traffic generated by the Affiliate via its tagged links or connections. Commission shall be a percentage of the revenue generated by finalized transactions. Notwithstanding any products excluded from the program, products with a lower commission, and any agreements otherwise made in writing, the affiliate commission shall default to the Standard Affiliate Fee which is 5% of the price after any coupons or discounts from each order placed on Voyagin's site through properly tagged Affiliate links. Properly tagged links are the sole responsibility of the Affiliate.
Calculation and Payment of the Commission
Payment is made either via a bank account or a designated PayPal account furnished by the Affiliate. The Affiliate will bear all transfer fees which will be deducted from the transferred amount. It is the responsibility of the affiliate to notify Us of a change of payment method at least 7 days in advance of subsequent payments at affiliates@govoyagin.com to ensure such a change. If sufficient notice is not given and acknowledged by Voyagin, Voyagin shall bear no responsibility of payments sent to an incorrect account.
Commission owed for a given calendar month will be calculated for that calendar month in US Dollars (USD) based on completed bookings during that month. Completed bookings are those for which the guest's preferred date are within that month, excluding any refunded and/or fraudulent bookings. Commission shall be payable within sixty (60) days from the end of each month. In the event where commission owed does not exceed USD ten dollars (USD 10.00), payment will be held until it exceeds an amount of USD 10.00 or this agreement is terminated, whichever occurs earlier.
Modification
Voyagin reserves the right to modify the terms and conditions of this agreement at any time at our sole discretion. These modifications may include, but are not limited to changes in the referral fees, fee schedules, payment procedures, and Affiliate Program rules. Notifications of such changes will be made to affiliates via email at the designated contact information provided. If the Affiliate chooses not to accept such modifications, the Affiliate will have the right to terminate the agreement at such time. Without such notice of termination of the agreement from the Affiliate, changes to the Affiliate Terms & Conditions will be considered accepted.
Intellectual Property Rights
Voyagin hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to implement Voyagin's links on Your Site and to use Voyagin's name, logos, trademarks and service marks ("Voyagin Marks") as is necessary to establish and promote activities and to perform your obligations under this Agreement; however, any other promotional materials or usage of the Voyagin Marks will be subjected to Voyagin's prior written approval.
You hereby grant Voyagin during the Term, a non-exclusive, non-transferable, royalty-free license to link to your site, apps, and/or social media profiles (hereinafter referred to as the "Affiliate Media") and to use Your trade names, logos, trademarks and service marks ("Affiliate Marks").
Representations
The Affiliate hereby represents and warrants to Voyagin that for the term of this Agreement:
The Affiliate Media shall not:
Any violation of the aforementioned provisions may lead to the Affiliate being terminated from the Voyagin Affiliate Program and to the Affiliate's forfeiture of any outstanding payments due.
The Affiliate shall not use any predatory advertising methods designed to drive traffic away from any website, apps, or social media owned or operated by Voyagin or any of its related companies. Predatory advertising is defined as any method that creates or overlays links or banners on websites, spawns browser windows, or any method intended to drive traffic from a company or brand's media without that media owner's knowledge, permission, and participation. Any violation of the aforementioned provisions may lead to the Affiliate being terminated from the Voyagin Affiliate Program and to the Affiliate's forfeiture of any outstanding payments due.
The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Terms and Conditions or those restrictions or covenants of which the Affiliate could reasonably expect that any such actions fall under the scope of this Terms and Conditions.
Relationship of Parties
Affiliates are independent contractors, and this Agreement does not create or suggest any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates have no authority to make or accept any offers or representations on Voyagin's behalf. Affiliates will not make any statement, whether on their sites or otherwise, that reasonably would contradict this statement.
Term and Termination
The term of this Agreement will begin when you sign up as an affiliate and receive an approval message from Voyagin. It will end when terminated by either party. Either Voyagin or the affiliate may terminate this Agreement at any time, with or without cause, by giving the other party at least thirty (30) days written notice of termination (barring other clauses establishing a shorter notice period as defined in any other covenant of this agreement). You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only given that they respect the other covenants of this agreement. Voyagin may withhold final payment for a reasonable time to protect itself against fraudulent bookings and/or cancellations.
Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliates' Media all links to the Voyagin's Media and mentions or indications of Voyagin's Marks and other material provided in connection with this agreement.
Limitation of Liability
Voyagin will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures 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 the affiliate under to this Agreement.
Confidentiality
Both parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to confidential and sensitive information of the other Party. Confidential Information includes but is not limited to the following:
Each Party agrees that all Confidential Information, including but not limited to the above, shall remain the exclusive property of the disclosing Party and the receiving Party shall not divulge such information to 3rd Parties. The information may only be used by the receiving Party's employees for the purpose of growing its Affiliate referrals. Such confidentiality shall exist for a period of 1 year following the Termination of this Agreement.
Disclaimers
Voyagin makes no express or implied warranties or representations with respect to the Affiliate Program or an affiliate's potential to earn income from the Affiliate Program. Voyagin will remain solely responsible for the operation of Voyagin's Media. You acknowledge that Voyagin may be subject to temporary downtime due to causes beyond reasonable control and subject to the specific terms of this Agreement, Voyagin retains sole right and control over the programming, content and conduct of transactions on its Media and service.
General Provisions
Each party is solely responsible for compliance with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, each party is also responsible for collection, payment, and remittance of such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event. In such case, neither party will be considered to be in breach of or default under this Agreement as long as sufficient measures have been taken to minimize the impact of such an event.
Miscellaneous
Any notices under this agreement are to be given by electronic mail. Notices sent by You will be deemed delivered and given for all purposes on the sent date, but only if We confirm its receipt by return electronic mail.
The invalidity or unenforceability of any provision (in whole or part) of these Terms shall not affect the validity or enforceability of the remaining provisions (in whole or part). The whole or part of any provision which is held by a court of competent jurisdiction to be invalid or unenforceable shall be deemed deleted from these Terms.
Any failure by us to enforce any of these Terms shall not be considered to be a waiver of them or the right to subsequently enforce any of these Terms. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
These Terms are personal to You. A person who is not a party to these Terms shall have no right to enforce any provision of these Terms.
These Terms are not assignable, transferable or sub-licensable by you except with our prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without prior notice to you. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
Irrespective of the country from which you access or use Voyagin Platforms and/or our Services, to extent permitted by law these Terms and your use of Voyagin Platforms and/or our Services shall be governed in accordance with the laws of Japan and you are deemed to have submitted to the non-exclusive jurisdiction of the courts of Japan and to resolve any disputes which may arise hereunder.
This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.
