Affiliate Terms

Affiliate Agreement

FOREWORD
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same in return. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at info@allstarliveaboards.com. You can also reach us via phone, toll-free: 1-800-327-9600 (U.S. and Canada) or 1-954-734-7111.

Best regards,
Kevin Purdy
Affiliate Manager

AFFILIATE AGREEMENT

This is a legally binging agreement between you and All Star Liveaboards. The purpose of this Agreement is to allow HTML linking between your web site and the All Star Liveaboards web site https://allstarliveaboards.com

1. Overview
This Agreement contains the complete Terms and Conditions that apply to you becoming an affiliate in All Star Liveaboards Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the All Star Liveaboard’s web site. Please note “we,” “us,” and “our” refer All Star Liveaboards, and “you,” “your,” and “yours” refer to the Affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online Affiliate application. We may reject your application if it fails to meet our affiliate requirements outlined in 2.6. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes “All Star Liveaboard’s, any of the vessel names in our fleet or variations or misspellings thereof in its domain name.

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are All Star Liveaboards or any other affiliated business.

2.2. As a member of All Star Liveaboard’s Affiliate Program, you will have access to an Affiliate Account Manager. Here you will be able to review our Program’s details, download HTML code generating banner ads in a variety of sizes that link to web pages within the All Star Liveaboard’s web site. The HTML code allows us to accurately track all guest visits and bookings from your site to ours.

2.3. All Star Liveaboards reserves the right, at any time, to review your banner ad placement and approve the use of your Affiliate links. We reserve the right to require that you change the placement or use to comply with the guidelines provided to you immediately.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel could enhance your performance.

2.5. All Star Liveaboards fully supports and endorses the Digital Millennium Copyright Act (DMCA) of 1998 and within it, the Online Copyright Infringement Liability Limitation Act (DMCA 512) provides recourse for copyright owners who believe that material appearing on the Internet infringes upon their rights and violates U.S. copyright law.

2.6 An Affiliate, as defined by All Star Liveaboards’ Affiliate Program, is classified as a reseller of travel. To qualify as an Affiliate, you must have a business license, federal tax identification number (FEIN) and a commercial location. This information may be requested by All Star Liveaboards at any time

3. All Star Liveaboard’s Rights and Obligations

3.1. We have the right to monitor your website, social media and Google ads and Internet presence at any time to determine if you are following the Terms and Conditions of this Agreement. Should you fail to make timely updates detailed in #2.3, we reserve the right to terminate your participation in the All Star Liveaboard’s Affiliate Program.

3.2. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

4.1 Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

4.2. All Star Liveaboards reserves the right to terminate this Agreement and your participation in the All Star Liveaboard’s Affiliate Program immediately with or without notice should you commit fraud in your use of the All Star Liveaboard’s Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, All Star Liveaboards shall not be liable to you for any commissions for such fraudulent sales.

5. Modification

This agreement can be updated from time to time and by continuing to participate in this program you agree to its updated Terms and Conditions. Changes and/or updates will be communicated to you via the email address maintained on file at All Star Liveaboards.

6. Payment

6.1 Affiliates will receive commission for a reservation once the trip has departed. Checks will be made out to the Affiliate’s company name and mailed to the business address on file.

6.2 Commission is subject to having standard credit card fees deducted.

7. Access to Affiliate Account Interface

You will be required to create a password so that you may enter the All Star Liveaboards’ secure Affiliate Program interface. From here, you will be able review real time reports with calculation of commissions due.

Affiliate shall take reasonable precautions to protect against theft, loss or fraudulent use of their account, user ID, password, and Content and agrees to immediately notify All Star Liveaboards of any unauthorized use of password or account or any other breach of security.

8. Promotion Restrictions

8.1. You are free to promote your own websites; any promotion that mentions All Star Liveaboards could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by All Star Liveaboards. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote All Star Liveaboards so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote All Star Liveaboards so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from All Star Liveaboards.

All Star Liveaboards fully supports and endorses the CAN SPAM Act of 2003, and subsequent revisions, which covers email and Content on a site; such as unsolicited or unauthorized advertising or promotional materials of any commercial product or service, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; we will consider that cause for immediate termination of this Agreement and your participation in the All Star Liveaboard’s Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns, Google, etc. on keywords such as All Star Liveaboards, All Star Live Aboards, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from All Star Liveaboard’s Affiliate Program. We will do everything possible to contact the affiliate prior to the termination. However, we reserve the right to expel any trademark violator from our Affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Inquiries are required to be generated by dive consumers and not Affiliates.

8.4. Affiliate shall not transmit through accidental or direct intent causes the overwriting of any affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of All Star Liveaboards’ site in IFrames, hidden links and automatic pop ups that open All Star Liveaboards’ site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

8.5 The Affiliate program HTML code will track for (180 days) 6 months from the time a link is clicked on or an affiliate page is visited. Consumers booking outside this window shall not be trackable, unless the consumer revisits the Affiliate’s website and reactivates the code. When a consumer visits two or more Affiliate websites, the last Affiliate’s link used within the booking window will receive the commission.

8.6 Affiliate agrees to honor rate integrity/parity by never publishing a rate lower than the public pricing featured on All Star Liveaboards website.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of All Star Liveaboards’ Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of All Star Liveaboards and the good will associated therewith will inure to the sole benefit of All Star Liveaboards.

9.2. Each party agrees not to use the other’s licensed materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

All Star Liveaboards MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING All Star Liveaboard’s SERVICE AND WEBSITE OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF All Star Liveaboard’s ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the Terms and Conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

12. Limitations of Liability

12.1. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ALLSTAR LIVEABOARDS CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

13.1. You hereby agree to indemnify and hold harmless All Star Liveaboards, and its subsidiaries and 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’ fees) (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 the Affiliate’s trademarks infringes on 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 by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

14.1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other or the effective term of this Agreement which will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and All Star Liveaboards. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other of your websites or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who legally obtains all or
substantially all the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, Band the remainder of this agreement shall have full force and effect.

By submitting the online application, you are agreeing that you understand, agree with and by participating as an affiliate, are bound by the Terms and Conditions of this agreement.

This agreement can be updated from time to time and by continuing to participate in this program you agree to its updated Terms and Conditions.

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