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WegoUniteNetwork WegoUniteNetwork LoginWell-nighFAQ Terms and Conditions This document establishes the terms of the relationship between Wego Pte Ltd (ABN 96 093 031 979)("the Company" or "Wego") and the unite who used the SecureUniteRegistration Form to sign up for an worth in the Company’s system ("the Affiliate"). (TheVisitorand theUnitewill moreover be hereinafter referred to individually as "Party" and jointly as "Parties") Overview a) The visitor operates a number of travel websites (the "Wego Sites") that indulge end users to search through multiple Travel Providers to compare flights, hotels and deals rates. b)Unitehas well-set to establish HTML links between Affiliate's web site(s) and Wego Sites. In return theUnitewill be paid a commission. c)Uniteacknowledges and agrees that: (a) TheVisitoris not responsible for providing or installing any software, hardware or internet services required at the Affiliate’s premises to wangle the Wego Data; (b) wangle to the Wego Data may be unauthentic if theUnitedoes not make use of any software, hardware or internet services recommended by Wego (if any); (c) the Wego Data is not error self-ruling and may not be misogynist from time to time for any reason including due to the operation of the internet; (d) Wego makes no representations or warranties as to the verism or completeness of the information contained in the Wego Data, or its suitability for the purpose of theUniteor visitors to theUniteWebsite(s) plane if Wego has been well-considered of the same; (e) the information contained in the Wego Data may be inaccurate or incomplete; (f) referrals by Wego to Travel Providers may be on variegated commercial terms from time to time and Wego reserves the right to vary the commercial terms by which it may make referrals to its partners, and that some are temporarily or permanently non-monetized. 1. DefinitionsUniteBrand ways the Affiliate’s trademark and squint and finger to be used for the Service;UniteWebsites ways the internet sites belonging to theUniteand tried by Wego to wilt an unite website, or such other URLs as may be widow from time to time by written try-on between the parties;Try-onways this agreement, or attachments and any other documents incorporated by reference; CommencementStageways the stage on which theVisitorfirst supplied the Services to the Affiliate; Confidential Information ways information well-nigh a party, a party’s merchantry or activities, that is by its nature proprietary, confidential or sensitive, and includes (without limitation) the terms of thisTry-onand related negotiations and discussions, all business, legal, financial, technical and other information of a disclosing party marked or designated by such party as 'confidential' or 'proprietary'; Exit click is counted when the visitorsUniterefer search for flights or hotels on Wego’s websites or widgets embedded into Affiliate's website, and they then select and click those results which are redirected to one of Wego’s travel providers; Force Majeure ways an act, omission, rationalization or circumstances outside a party’s reasonable tenancy including without limitation, fire, storm, earthquake, explosion, enemy acts, war, sabotage and labour dispute; Intellectual Property Rights includes all present and future rights in relation to copyright, trademarks, designs, patents, trade, merchantry names whether created surpassing or without the stage of thisTry-onand whether existing in Singapore or otherwise; Link ways any full-length on a website which facilitates a ‘click-through’ service permitting users to directly wangle flipside website; WegoTrademarkways Wego’s trademark(s), trade name(s), squint and finger of the Wego Site and all other trademark identifiers used by Wego in relation to the Service, as unswayable by Wego from time to time in its wool discretion; Wego Data ways all data or information provided by Wego or to which wangle is given by Wego toUnitefor the purposes of thisTry-onincluding documents, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any website, which data may transpiration from time to time as to content, format, category and criteria, in Wego’s wool discretion; Net Search Revenue ways Gross Search Revenue less any fees, commissions or revenue shares payable to any relevant third parties in connection with the generation of revenue under thisTry-on(whether having once been paid to such third parties or not), less any adjustments for revenue earned but unpaid by the travel commercial partner; Gross Search Revenue ways the revenue generated by exit clicks from Wego search result listings to Travel Providers under the terms of Wego's commercial agreements with these providers. 2.WorthRegistration, Term and Termination 2.1 TheUnitemust submit the SecureUniteRegistration Form and winnow the terms of thisTry-onto participate in the Program. 2.2 Once theUnitehas submitted the SecureUniteRegistration Form and wonted the terms of thisTry-ontheUnitewill have wangle to the Affiliate'sTenancyPanel. 2.3 Following approval, thisTry-onwill uncork on the CommencementStageand continues for the one year until extended or terminated in vibrations with this Agreement. 2.4 Unless prior terminated in vibrations with the terms hereof, when the Term ends thisTry-onwill automatically protract on the same terms and conditions for recurring periods of one year. 2.5 Either party may terminate theTry-onby notifying the other in writing a minimum of 30 days prior to the end of the term. 2.6 Upon termination for any reason,Uniteshall immediately remove all instances of the WegoTrademarkand Wego Data from theUniteWebsite(s). 2.7 If thisTry-onterminates considering theUnitehas violated any term of this Agreement,Unitewill not be eligible to receive any payments, including any payments earned prior to termination. 3.Bountyand Payments 3.1 In consideration of theUnitefully performing all of its obligations under thisTry-onand provided theUnitehas not breached any of the terms of this Agreement, Wego will pay theUniteaLegationfrom every Exit click that is generated by user worriedness originating on theUniteWebsite(s). 3.2 Wego will assign the value of the Exit click by considering a range of factors including, without limitation: Product (Hotels or Flights); Historical conversion rate of Affiliate's Exit clicks to bookings; Travel provider on which website visitor has been redirected. 3.3 TheUniteacknowledges that theLegationis not a percentage or a static value and that theLegationamount may vary for every Exit click that is generated. 3.4 Only traffic correctly tracked by theUniteProgram will be paid.Uniteagrees that Wego is not liable for traffic not recorded due to lawmaking incorrectly incorporated by the Affiliate. 3.5 Once a User is referred to Wego by the Affiliate, Wego will recognize subsequent uncontrived visits by the User to Wego as having been referred by theUnitefor a period of thirty (30) days. This will be workaday by placing a cookie in the User’s web browser or elsewhere on the User’s computer. (a) Wego is not liable for cookies that goof to work properly due to hardware or software malfunction, hardware or software security blocking their use or due to any other reason. (b) If subsequent to receiving such a cookie, a User is referred to Wego by flipside member of theUniteProgram, then the original cookie will be superseded by and replaced with one reflecting the increasingly recent Wego affiliate. Only the increasingly recentUnitewill be credited for transactions made by this User. 3.6 TheVisitorexpressly reserves the right to deny payment for traffic involving fraudulent activity. Our finding or determination that any such worriedness is fraudulent is final, andUniteagrees not to and hereby waives his right to dispute the same. 3.7 TheVisitorundertakes to pay theLegationto theUnitewithin 45 days without the end of the given Reporting Period, unless the ThresholdValue(USD 100 for PayPal and 500 USD in other cases) is not reached; in the later specimen the accrued commissions will be held on behalf of theUniteuntil the ThresholdValueis sooner accrued. 3.8 Payable Commissions are inclusive of any and all taxes. TheUniteis responsible for any taxes that may be due on the services provided to the Affiliate. In no specimen will any spare bounty be paid to theUnitefor taxes. 3.9 TheUnitebears the forfeit of receiving the payment and intermediary wall fees (if any). 4. Parties Obligations 4.1 Subject to theUnitefully performing its obligations under thisTry-onand provided theUnitehas not breached any term of this Agreement, Wego grants theUnitea non-exclusive, non-transferable licence to use the Wego Data supplied under thisTry-onfor the term. 4.2 The WegoTrademarkremains the property of Wego and nothing in thisTry-ongrants theUniteany Intellectual Property Rights in the WegoTrademarkor other Intellectual Property Rights of Wego (including, but not limited to, all copyrights, patents, trademarks and trade secrets).Uniteagrees not to make any requirement on any of Wego’s Intellectual Property Rights or squire any third party to do so.Unitewill not, by its conduct, harm or derogate Wego’s Intellectual Property Rights in any way. 4.3 The Wego Data remains the property of Wego and nothing in thisTry-ongrants theUniteany Intellectual Property Rights in the Wego Data or other Intellectual Property Rights of Wego.Uniteagrees not to make any requirement on any of Wego’s Intellectual Property Rights or squire any third party to do so.Unitewill not, by its conduct, harm or derogate Wego’s Intellectual Property Rights in any way. 4.4Uniteagrees that Users from theUniteWebsite(s) who search for travel on Wego’s Site through theUniteProgram will be considered customers of Wego, and Wego will own all information generated by such Users.Uniteagrees that all Wego rules, policies and operating procedures (including but not limited to policies relating to the personally identifiable information of Users) will wield to such Users. Wego reserves the right to transpiration such rules, policies and operating procedures at any time. 4.5Unitehereby grants to Wego a non-exclusive, non- transferable, worldwide right and license to use the Affiliate’s brand, logos, trade names and trademarks for the purpose of promoting the Wego unite program. However, Wego is not obliged to do so. 4.6Unitedata, frame, trademark and theUniteBrand remain the property ofUniteand nothing in thisTry-ongrants Wego any Intellectual Property Rights of Affiliate’s. 4.7 Each party must not, and must ensure that its officers, employees, teachers and subcontractors do not, use the other party’s trademark (a) in or as the whole or part of its own or other trade marks (b) in connection with activities, products or services not related to thisTry-on(c) in a manner which may be confusing, misleading or deceptive, (d) in a manner which disparages Wego, its information or services; or (e) otherwise than in vibrations with this Agreement. 4.8 TheUnitemust not: (a) Engage in any Click Fraud; (b) Use the Wego Data to engage in any self-mastery that is misleading or deceptive or likely to mislead or deceive; (c) Copy the squint and finger of the Wego Site, nor create the impression that theUniteWebsite(s) is or are a part of the Wego Site, nor frame any page in the Wego Site from within theUniteWebsite(s); (d) Use any mark, name or domain name of any type which is confusingly similar to "Wego", "Wego.com", or other Wego brands, trademarks, domains, or any variation or misspelling thereof or any variation that sounds similar to “Wego” or “Wego.com”; (e)Struggleto create, register, purchase, or obtain, directly or indirectly, any trademark, service mark, trade name, visitor name, internet domain name, search engine listing, directory listing, meta tag, name that redirects traffic to theUniteWebsite(s), or other proprietary or commercial right that is identical or confusingly similar to any Wego brands, trademarks, domains, or any variation or misspelling thereof; (f) Purchase or bid for placement of “Wego”, “Wego.com”, or any variation or misspelling thereof as keywords, or the name of any Wego-affiliated trademark or trademark, within any third party search engine, razzmatazz network, unite network or portal; (g) Employ any technology, including, but not limited to, pop-ups, pop-unders and pop-overs, to serve messages to customers on the Wego Site or on a Wego branded or co-branded page on a third-party website. Additionally, theUnitewill not employ any technology that forcefully redirects a consumer yonder from the Wego Site or a Wego branded or co-branded page on a third-party website; (h) Use unsolicited email (“spam”), spyware (marketing software programs that collect information well-nigh a consumer’s internet activities without their consent or knowledge) or adware (executable applications that unhook razzmatazz content or are bundled with applications that unhook razzmatazz content) in their marketing activities; (i) Make any struggle to tempt, lure, automatically or forcefully divert visitors yonder from any Wego-branded site or Wego-branded pages on a third-party site; (j) Participate in any traffic swapping networks that directly or indirectly send non-qualified users to Wego. Non- qualified users shall be deemed so at Wego’s sole discretion based on our wringer of their site activity. 5. Confidentiality 5.1 Subject to Clause, the recipient of Confidential Information (“the Recipient”) belonging to flipside party (“the Discloser”) must alimony confidential the Confidential Information during the continuance, and without the termination, of this Agreement. Without limiting the foregoing, and subject to compliance with workable law, each party agrees to notify the other to the extent permitted under such requirement, in the event any element of thisTry-onmay need to be disclosed pursuant to any regulatory or other disclosure requirement, and to remoter seek confidential treatment requested by the other with respect to unrepealable confidential elements of theTry-onand any documents related thereto (including information relating to fees, payments and integration) in any governmental or public filings. 5.2 Confidential Information does not include information that: (a) is known to the Recipient prior to the stage of disclosure; (b) is lawfully and independently obtained from a third party without restriction as to its disclosure or use; (c) is independently deduced, discovered or ripened by the Recipient; (d) is or becomes, through no fault of the Recipient, public knowledge; (e) the Recipient is required to unroll by law or by order of any magistrate of competent jurisdiction or of any regulatory validity whose requirements are tightness on the Recipient; or (f) is released in writing from its confidential status by the Discloser. 5.3 The Recipient must ensure that it does not make public or unroll the Confidential Information to any person except its officers, employees, contractors and professional tutors (and their respective employees and officers) who: (a) have a need to know (and only to the extent that they have to need to know); and (b) are enlightened that the Confidential Information must be kept confidential. 5.4 On expiry or termination of the Agreement, the Recipient must immediately unhook or destroy (as directed by the Discloser) all forms of the Discloser’s Confidential Information in its power, custody or tenancy and provide to the Discloser written confirmation of such wordage or destruction, as the specimen may be. 6. Warranties 6.1Unitewarrants that: (a) it has the full power to enter into and perform this agreement; and (b) its performance of thisTry-onwill not infringe the Intellectual Property Rights of any third party. 6.2 Each party warrants to the other that: (a) it has the full power to enter into and perform this Agreement; (b) its performance of thisTry-onwill not infringe the Intellectual Property Rights of any party; and (c) it has all necessary rights, title, consents and licences to grant the licences granted to each other in vibrations with this Agreement. 6.3 Wego represents and warrants that Wego has the power, validity and legal right to execute, deliver, and perform thisTry-onand the transactions contemplated hereunder and shall at its own expense, on a weightier efforts understructure remain in compliance with all workable laws, regulations, rules, ordinances and orders in any jurisdiction regarding Wego services, including but not limited to laws, regulations, rules, ordinances and orders required, standard or customary in its industry, including the travel services sector. 7. Indemnity and Liability 7.1 Unless expressly provided to the undisciplined under this Agreement, neither party shall be liable to the other in respect of the performance of its obligations or any other matter welling in connection with this Agreement, for any indirect, incidental, special or consequential or punitive loss or forfeiture and whether in an whoopee in contract, tort (including without limitation negligence), product liability, statute, under an indemnity or on any other basis, whether or not the first party was enlightened of the possibility of such loss or damage. 7.2 Each party indemnifies the other versus all losses, damages, expenses and financing (including legal financing on a full indemnity basis) suffered or incurred by the first party welling from: (a) any violate of thisTry-onby the other party, its officers, employees, teachers and contractors; (b) any requirement versus the other party in relation to so-called or very infringement of third party Intellectual Property Rights; (c) any requirement versus the other party welling out of the content or functionality of its website; and (d) its officers’, employees’, agents’ and contractors’ negligence or wrongful act or omission, except where and to the extent caused by the other party. 7.3 Except as expressly provided by this Agreement, neither party makes, and hereby expressly disclaims, any warranty to the other party in relation to any services provided under thisTry-onexcept any warranties which cannot be specifically excluded under Singapore law. 7.4 To the extent that any warranties cannot be excluded under Singapore law and wield to the provision of any services provided pursuant to this Agreement, if at all, the liability of a party for any loss welling as a result of the provision of any services provided pursuant to this Agreement, including any economic, indirect or consequential loss which may be sustained or incurred, shall be limited to: (a) in respect of the supply of goods, (i) the replacement of the goods and the supply of equivalent goods; or (ii) the payment of the forfeit of replacing the goods or of acquiring equivalent goods; or (b) in the specimen of the supply of services, (i) the re-supply of the services; or (ii) the payment of the forfeit of re-supplying the services. 7.5 Subject to clause 7.4 and 7.6, the maximum total volume liability of each party to the other in connection with thisTry-onfor all loss, damage, indemnity or howsoever arising, is an value equal to theUniteCompensation paid or payable by Wego toUnitefor the 3 timetable months prior to the stage of the so-called breach. 7.6 Notwithstanding any other term of this Agreement, nothing in thisTry-onexcludes or limits either parties’ liability to the other in respect of: (a) a violate of clause 5 (Confidentiality); and (b) personal injury, death or property damage. 8. Governing Law 8.1 The parties will comply with all legislative requirements in connection with the performance of this Agreement. ThisTry-onwill be governed by and construed in vibrations with the laws of the Republic of Singapore. Each party unconditionally and irrevocably submits to the sectional jurisdiction of the courts of the Republic of Singapore. 9. Force Majeure 9.1 Subject to clause 9.3, and provided that the unauthentic party complies with clause, neither party shall be liable for any wait or failure to perform its obligations under thisTry-onother than payment of any monetary sums due and owing to the other party if such failure or wait is due to Force Majeure. 9.2 The unauthentic party shall: (a) notify the other party as soon as practicable of any predictable wait due to Force Majeure; and (b) ensure that the suspension of performance of its obligations under thisTry-onis of no greater telescopic and no longer elapsing than is reasonably required by the event of Force Majeure. 9.3 If a wait due to Force Majeure exceeds 30 days, either party may terminate thisTry-onimmediately on providing notice to the other party in writing. 10. Waiver 10.1 No right under thisTry-onshall be deemed to be waived except by notice in writing signed by each party. 10.2 A waiver by either party pursuant to Clause 10.1 will not prejudice its rights in respect of any subsequent violate of thisTry-onby the other party. 10.3 Subject to Clause 10.1, any failure by either party to enforce any clause of this Agreement, or any forbearance, wait or indulgence granted by that party to the other party, will not be construed as a waiver of that party’s rights under this Agreement. 11. Amendment 11.1 TheVisitormay modify the terms and conditions of thisTry-onat any time with firsthand effect by posting the newTry-onon the Site. Modifications may include, but are not limited to, changes in the telescopic of legation fees, payment procedures and the WegoUniteProgram rules. TheUnitewill be unseat to the terms of the amendedTry-onat the time it is posted on the Site. 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