AGREEMENT

This agreement is entered into by and between Venere Net S.r.l., with registered office at via della Camilluccia 693, Rome, Fiscal Code/VAT Number no. 05649781001, (”Venere”) and the applicant, which applies to become an affiliate to Venere (the ”Affiliate”).

By clicking on the “I accept” button at the bottom of this page the Affiliate declares it has read and understood the terms and conditions of this agreement and to accept them entirely.

Whereas

a) Venere is a company belonging to the Expedia Group acting as an intermediary for hotels bookings through the Venere reservation system (hereinafter the ”Venere Reservation System”) available on the website www.venere.com and other websites belonging to Venere (hereinafter”Venere Website”); For the purposes of this Agreement the term Expedia Group includes Expedia Inc., Venere and any other company controlled directly or undirectly by, or affiliated to, Expedia Inc.
b) The Affiliate runs its own website at the URL indicated in the application form (hereinafter” Affiliate Website”);
c) Venere and the Affiliate intend to co-operate in order to make available hotels on Venere Website to users of the Affiliate Website;
Now therefore, Venere and the Affiliate (individually “Party” and, collectively “Parties”) agree the following

1. Whereas clauses

The whereas clauses form an integral and substantial part of this agreement (hereinafter the "Agreement").

2. Links on the Affiliate Website to Venere Site

2.1 Under this Agreement, the Affiliate shall be allowed to include on the Affiliate Website one or more of the following links to the Venere Website (the “Venere Links”):
(i) Hotel links: the Affiliate may select one or more Hotels to be listed on Affiliate Website. These Hotels are explicitly listed in a web page on Venere Website which is reserved to affiliates (hereinafter “Venere Affiliate Centre”). For each selected Hotel, the Affiliate may display on Affiliate Website a short description, summary, or other reference. The Affiliate will be responsible for the content, style, and placement of these references. The Affiliate will provide a link (as defined below) from each Hotel reference on the Affiliate Website to the corresponding Venere online database. Each such link will connect directly to a single item in Venere’s database. The Affiliate may add or delete Hotels (and related links) from the Affiliate Website at any time without our approval;
(ii) Search-Box link: The Affiliate may provide a "Venere Search-Box" on the Affiliate Website that will allow visitors to link directly to a page on the Venere Website that contains the results of their search queries. Venere will provide the Affiliate with technical specifications describing how to include a Venere search box on the Affiliate Website;
(iii) XML feed: The Affiliate shall be allowed to receive an XML feed from Venere through which the results of the queries of visitors shall be made available on the Affiliate’s website.

3. Obligations of Venere

3.1 Venere shall grant the Affiliate a non-exclusive, non transferable, revocable right to access Venere Website through Venere Links and to use Venere’s trade names, domain names, trademarks, service marks and/or logos (collectively, the “Marks” or “Venere Marks”) that Venere will provide to the Affiliate only for the purposes described in this Agreement.
3.2 Venere shall pay to the Affiliate a commission on reservations of rooms generated by the Affiliate during the term of this Agreement, provided that the requirements under Section 3.3 are met.
3.3 A reservation shall be generated by the Affiliate and Affiliate shall be entitled to earn a commission in its relation if all the requirements below are met:
(i) a user comes to Venere Website through a Venere Link on the Affiliate Website;
(ii) the reservation is processed through the Venere Reservation System;
(iii) the reservation is confirmed by the hotel, and is not rejected, refused, cancelled or deleted in any manner;
(iv) the user stays at the reserved hotel and pays the confirmed amount to the hotel.
3.4 No Fees shall be payable if a user leaves Venere without making a reservation and later returns to Venere to make a reservation via any method other than through Venere Links on the Affiliate Website.
3.5 When the above conditions are met, Affiliate will be entitled to a commission equal to 5% of the gross booking value made according to Section 3.3 above. For purposes of this Agreement gross booking value therefore means the value of the reservations originated by a Venere link on the Affiliate Website, processed through the Venere Reservation System, confirmed by the hotel and not rejected, refused, cancelled or deleted in any manner, after which the user stayed at the reserved hotel and paid the confirmed amount to the hotel. Venere and the Affiliate may agree a different amount for the commission above.
3.6 Venere will pay the Affiliate accrued commissions on a monthly basis. Amount of accrued commissions shall be available for consultation to the Affiliate on the section of the Venere Affiliate Center addressed to this purposes. However, if the commissions payable to Affiliate for any month are less than 50 Euro, Venere will hold those commissions until the total amount due is at least 50 Euro or (if earlier) until this Agreement is terminated.
3.7 In case of termination of this Agreement, any commissions due at the time of termination will be paid at the end of the month following termination. After termination, Venere shall send to Affiliate every month a report of the commission accrued by Affiliate referred to stays reserved prior to termination and occurred and paid after termination.
3.8 Venere may withhold Affiliate final payment for a reasonable time to ensure that the correct amount is paid.
3.9 All sums payable or deemed to be payable under or in connection with this Agreement shall be deemed to be inclusive of any VAT chargeable on the supply or supplies for which such sums are the consideration for VAT purposes. For purposes of this agreement VAT means the tax imposed by Council Directive 2006/112/EC of the European Community and any national legislation implementing that Directive together with legislation supplemental thereto, or any similar sales or turnover tax in any country.

4. Tracking Reservations; Access to Venere Affiliate Centre

4.1 To allow accurate tracking, reporting, and commission accrual, Venere will provide Affiliate with special "tagged" link formats to be used in all Venere Links. Affiliate must ensure that each of the Venere Links properly use such special link formats. In addition, in order for Venere to accurately keep track of users visits from Affiliate Website to Venere Website, Affiliate must use the HTML code and the unique affiliate link code provided by Venere.
4.2 Affiliate will only earn commission with respect to reservations on the Website occurring directly through the formats and codes as described above. Venere will not be liable in the event of any failure by Affiliate to use these link formats and codes, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to Affiliate pursuant to this Agreement.
4.3 Affiliate will be granted a login and password to access the Venere Affiliate Centre.
4.4 By accessing the Venere Affiliate Centre, Affiliate will be able to do the following:
(i) download the catalogues (xml, csv, excel format), banners, logos and search boxes;
(ii) access to Affiliate’s sales statistics and reports; and
(iii) receive other information, such as the Marks, as defined under Section 3 above, the HTML code and the unique affiliate link code that enables Affiliate to create Venere Links.
4.5 The sales statistics will be updated in real-time, or at least on a weekly basis.

5. Venere’s Right to Monitor Affiliate Website

Venere reserves the right to monitor Affiliate Website as Venere deems necessary to make sure that the Venere Links are appropriate and to determine if Affiliate is following the terms of this Agreement, and to notify Affiliate of any changes that Venere deems necessary.

6. Use of Venere Links and Marks

6.1 Affiliate acknowledges and agrees that the Venere Links provided by Venere for inclusion on Affiliate Website may include Venere Marks, and that Affiliate has no right to modify, alter, remove, or customize the Marks.
6.2 Affiliate will not use or let others use or display the Venere Links and/or the Marks (i) for purposes others that those provided under Sections 2 and 3 above, or (ii) in a manner that is defamatory, misleading, libellous, obscene or otherwise potentially damaging to Venere’s reputation or the goodwill associated with Venere.
6.3 Subject to Section 7 below, Affiliate may not create, publish, distribute, or permit any written or electronically transmitted advertising material that makes reference to the Marks without Venere’s prior consent.
6.4 Except for Affiliate’s limited, personal right to use the the Marks under this Agreement, Affiliate is prevented from using or displaying, and agrees not to use or display (directly or indirectly), the Marks (including, without limitation, any misspelling or substantially similar version thereof), in any manner whatsoever (including, without limitation, in any search engine marketing or optimization, any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from Venere, which may be denied in the sole discretion of Venere. The use of Venere Net S.r.l., Venere, Venere.com, names and logos, or trademarks must be approved in writing by Venere Net S.r.l.
6.5 Affiliate shall not take any action to register the Marks (including apply for assignment of domain names containing the Marks) or otherwise interfere with Venere’s interests in the Marks. Affiliate shall not adopt or otherwise use any Marks or symbol that is similar to, or likely to be confused with, any of the Marks.
6.6 Upon the termination of this Agreement for any reason, Affiliate will immediately cease or have third parties cease use of, and remove (or have removed) from any site, all Venere Links and Marks used in connection with this Agreement..

7. Prohibited Activities

7.1 Affiliate agrees that during the term of this Agreement it shall not and shall not have third parties engage in spamming activities that relate or refer, directly or through links, to Venere.
7.2 Affiliate, as member of the Affiliation Program, during the term of this Agreement, shall not (and shall ensure that its employees, agents or affiliate shall not):
(i) apply or bid for the terms “Venere”, “Venere.it”, “Venere.com” or any of the Marks or any hotel or accommodation provider brand names, domain names or trademarks (collectively “Restricted Names”); or
(ii) apply or bid for any terms, words or phrases that are similar to any Restricted Names (including but not limited to possible misspellings, abbreviations, terms which are identical to Restricted Name but use the wrong case, or that merge Restricted Names with other words terms or phrases); or
(iii) apply or bid for any terms, words or phrases that incorporate (wholly or partly) Restricted Names or those similar terms, words or phrases referred to in paragraph (ii) on any ‘pay-per-click’, sponsored link or any similar scheme available on any internet search engines for any reason including, but not limited to, bidding or applying for the above with a view to driving traffic to the Website.
7.3 Affiliate shall not use and shall not let third parties use any predatory advertising methods designed to generate traffic from the Website. A predatory advertising method is an advertising method that creates or overlays links or banners on web sites, spawns browser windows, or utilizes any other method to generate traffic from a web site without that web site owner's knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plugins such as TopText and +Surf, banner replacement technology such as Gator, browser spawning technology that is not website dependent.
7.4 Affiliate is prevented to contact directly Venere hotels and shall use Venere hotels’ data exclusively for the purposes of this Agreement.

8. Term and Termination

8.1 This Agreement shall start upon receipt, by the Affiliate, of the email from Venere confirming the Affiliate’s registration as a Venere affiliate and shall have an indeterminate duration, unless earlier terminated in accordance with the terms below.
8.2 Either Party may terminate this Agreement at any time, by giving the other Party a written notice of termination with at least five days prior notice.
8.3 Venere may terminate this Agreement according to Section 1456 of the Italian Civil Code, without prejudice to the right to compensation for any damages, in the following cases of non-fulfilment:
(i) if Affiliate does not immediately implement any of the changes as deemed necessary by Venere according to Section 5 above;
(ii) violation, by Affiliate, of Sections 6 and 7 of this Agreement;
(iii) violation, by Affiliate, of Section 13 of this Agreement.
8.4 Upon termination of this Agreement:
(a) all licenses granted herein shall terminate;
(b) Affiliate shall immediately remove any Venere Links and Marks from Affiliate Website.

9. Representations and Warranties

9.1 Each Party represents, warrants and undertakes to the other Party that:
(i) it has obtained all licenses, consents and approvals necessary to perform its obligations under this Agreement;
(ii) it has and shall have throughout the duration of this Agreement all rights necessary to grant the licenses that it is required to grant under this Agreement;
(iii) it has full capacity and authority to enter into and perform this Agreement.
9.2 Affiliate represents and warrants that:
(a) this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms;
(b) Affiliate has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform Affiliate’s obligations under this Agreement, without the approval or consent of any other party;
(c) Affiliate has sufficient right, title, and interest in and to the rights granted to Venere in this Agreement,
(d) Affiliate Website does not infringe any third parties’ copyrights or trademarks or any other third parties’ rights.
9.3 Venere makes no express or implied warranties or representations with respect to the Affiliation Program or any reservations done or services sold through the Affiliation Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties).
9.4 Venere makes no representation that the operation or the Venere Website will be uninterrupted or error-free, and Venere will not be liable for the consequences of any interruptions or errors.
9.5 Affiliate agrees to fully cooperate with Venere to update Venere Links and Marks and Affiliate will promptly replace (or have replaced) Venere’s old Links and Marks with the new ones, if deemed necessary at Venere’s own discretion.
9.6 Affiliate will be solely responsible for the maintenance of the Venere Links and Marks, the development, hosting, operation and maintenance of Affiliate’s Websites, and all materials that appear on Affiliate Websites.

10. Indemnification - Limitations of liability

10.1 Affiliate shall indemnify on demand and hold harmless Venere and/or any other company of the Expedia Group and each of their associates, officers, directors, employees, agents, shareholders from and against any and all demands, claims, proceedings of any type, losses, damages, costs, expenses (including consequential losses and loss of profit, legal costs and expenses and VAT thereon) and liabilities arising from or connected, wholly or in part, with (i) this Agreement, (ii) the use of the Venere Links and Marks , (iii) the infringement of any trade mark rights (including trade marks, trade names and service marks), copyright (including rights in computer software), database rights or any further intellectual property right of any company of the Expedia Group, (iv) the operation or content of the Affiliate Website and (v) the infringement of any copyright, patent, trademark, trade secret or any other intellectual property right of any third party. This guarantee shall remain valid and effective even after the termination of this Agreement for any reason.
10.2 Venere will not be liable for any indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement or the Affiliation Program, except liability for fraud and gross negligence. Further, to the maximum extent allowed by applicable law, Venere aggregate liability arising with respect to this Agreement and the Affiliation Program will not exceed the total commissions paid or payable to Affiliate under this Agreement.

11. Policies applicable to Bookings and Reservations

Users who book and make reservation through Affiliate Websites will be considered customers of Venere. All Venere’s rules, policies, and operating procedures concerning customer reservations, customer service, and bookings will apply to those users. Venere may change policies and operating procedures at any time.

12. Processing of Personal Data

12.1 Processing of personal data of users booking through the Venere Links on the Affiliate Website shall be carried out under the full, exclusive responsibility of Venere, except in case of XML feeds when personal data of users shall be processed under the full responsibility of the Affiliate. Venere shall, therefore, be the data controller in respect of users' personal data for purposes of processing the bookings through the Venere Reservation System and shall act in accordance with applicable regulations.
12.2 Each Party acknowledges receipt of the following information:
(i) any data identifying each Party that has been provided to the other Party under this Agreement will be subject to processing by the receiving Party, either electronically or manually, if necessary for the performance of the obligation under this Agreement or deriving by the law;
(ii) should a Party refuse to provide such data execution of this Agreement will not be possible;
(iii) save as provided under point (ii) above, each Party may (a) obtain information on the existence of its data or on their content or origin, (b) request integration or rectification of its data and (c) oppose their processing for lawful reasons by sending to the other Party a request to the address specified under Section 16 below.
13. Confidentiality

13.1 The Parties agree to maintain the confidentiality of any technical, economic, financial or commercial information acquired by one Party relating to the other (including information acquired during the negotiations preceding this Agreement) and not to make such information available to third parties, with the exception of cases where public disclosure is permitted or made necessary by this Agreement, or by laws or regulations.
13.2 The Parties' obligations as per this Section 13 above shall not apply to the following information:
(i) information which, at the time of acquisition or subsequently, is in the public domain following publication or for other reasons not attributable to the Party that has become aware of it;
(ii) information which was in the possession of the Party prior to acquisition;
(iii) information acquired from a third party that does not involve a confidentiality obligation.
13.3 The Parties' obligations pursuant to Section 13 hereof shall be valid throughout the term of this Agreement and subsequent to its termination for any reason.

14. Assignment

14.1 Affiliate shall not assign its rights or obligations under this Agreement, in whole or in part, to an unrelated third party without the prior written consent of Venere, other than an assignment to any of its subsidiaries, related affiliates (brother/sister corporations) or parent corporations.
14.2 Affiliate covenants that it shall not transfer ownership of any of Affiliate Websites without the transferee first having assumed the obligations provided by this Agreement.
14.3 Venere shall be entitled upon giving written notice to Affiliate to assign this Agreement and/or each of its rights and obligations under this Agreement to any company of the Expedia Group.

15. Waiver

Tolerance by one Party of any failure by the other Party to comply with the provisions hereof shall not constitute a waiver of the rights deriving from the provisions breached or the right to demand full compliance or compensation for damages.

16. Notices

16.1 Any notice, instruction or authorization either required or permitted by the provisions hereof, must be made via registered letter or via email to (i) the addresses specified by the Affiliate at the time of application and (ii) to the Venere’s address as indicated on the Venere Website, or (iii) to other addresses and contact persons that the Parties shall ensure are notified to each other.
16.2 Any notice, instruction or authorization shall be considered received, if sent via registered letter, on the date shown in the return receipt, and, if sent by e-mail, on the date shown on the confirmation automatically sent by the addresse’s computer, or failing that, at the date shown on the message sent by the sender.

17. Governing Law and Competent Jurisdiction

This Agreement shall be governed by and interpreted in accordance with Italian laws. Any disputes that may arise in connection with this Agreement, including disputes relating to the possibility of it being void, shall fall within the exclusive jurisdiction of the Courts of Rome, Italy.

18. Language

The language of this Agreement shall be English. Translation into a language other than English shall be for reference purposes only. In the event of a conflict of interpretation English language shall prevail.
By clicking on the “I accept” button at the bottom of this page the Affiliate declares it has read and understood and specifically approves the provisions contained in Sections 8 (Term and Termination), 9 (Representations and Warranties), 10 (Indemnification - Limitations of liability), 14 (Assignment), 17 (Governing Law and Competent Jurisdiction) and 18 (Language) of this Agreement.