Terms of Service

This document establishes the terms of the relationship between Wego Pte Ltd (ABN 96 093 031 979)("the Company" or "Wego") and the affiliate who used the Secure Affiliate Registration Form to sign up for an account in the Company’s system ("the Affiliate"). (The Company and the Affiliate will also be hereinafter referred to individually as "Party" and jointly as "Parties").

Additional terms may apply to the use of an API. If there is a conflict between these terms and the additional terms, the additional terms apply for that conflict.

Overview

a) The company operates a number of travel websites (the "Wego Sites") that allow end users to search through multiple Travel Providers to compare flights, hotels and deals rates.

b) Affiliate has agreed to establish HTML links between Affiliate's web site(s) and Wego Sites. In return the Affiliate will be paid a commission.

c) Affiliate acknowledges and agrees that:

• The Company is not responsible for providing or installing any software, hardware or internet services required at the Affiliate’s premises to access the Wego Data;

• access to the Wego Data may be affected if the Affiliate does not make use of any software, hardware or internet services recommended by Wego (if any);
• that Wego Data is not error free and may not be available from time to time for any reason including due to the operation of the internet;
• Wego makes no representations or warranties as to the accuracy or completeness of the information contained in the Wego Data, or its suitability for the purpose of the Affiliate or visitors - to the Affiliate Website(s) even if Wego has been advised of the same;
• the information contained in the Wego Data may be inaccurate or incomplete;
• referrals by Wego to Travel Providers may be on different 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. Definitions

Affiliate Brand means the Affiliate’s trademark and look and feel to be used for the Service;

Affiliate Websites means the internet sites belonging to the Affiliate and approved by Wego to become an affiliate website, or such other URLs as may be added from time to time by written agreement between the parties;

Agreement means this agreement, or attachments and any other documents incorporated by reference;

Commencement Date means the date on which the Company first supplied the Services to the Affiliate;

Confidential Information means information about a party, a party’s business or activities, that is by its nature proprietary, confidential or sensitive, and includes (without limitation) the terms of this Agreement and 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 visitors Affiliate refer 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 means an act, omission, cause or circumstances outside a party’s reasonable control 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, business names whether created before or after the date of this Agreement and whether existing in Singapore or otherwise;

Link means any feature on a website which facilitates a ‘click-through’ service allowing users to directly access another website;

Wego Brand means Wego’s trademark(s), trade name(s), look and feel of the Wego Site and all other brand identifiers used by Wego in relation to the Service, as determined by Wego from time to time in its absolute discretion;

Wego Data means all data or information provided by Wego or to which access is given by Wego to Affiliate for the purposes of this Agreement including documents, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any website, which data may change from time to time as to content, format, category and criteria, in Wego’s absolute discretion;

Net Search Revenue means Gross Search Revenue less any fees, commissions or revenue shares payable to any relevant third parties in connection with the generation of revenue under this Agreement (whether having already been paid to such third parties or not), less any adjustments for revenue earned but unpaid by the travel commercial partner;

Gross Search Revenue means 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. Account Registration, Term and Termination

2.1 The Affiliate must submit the Secure Affiliate Registration Form and accept the terms of this Agreement to participate in the Program.

2.2 Once the Affiliate has submitted the Secure Affiliate Registration Form and accepted the terms of this Agreement the Affiliate will have access to the Affiliate's Control Panel.

2.3 Following approval, this Agreement will begin on the Commencement Date and continues for the one year until extended or terminated in accordance with this Agreement.

2.4 Unless prior terminated in accordance with the terms hereof, when the Term ends this Agreement will automatically continue on the same terms and conditions for recurring periods of one year.

2.5 Either party may terminate the Agreement by notifying the other in writing a minimum of 30 days prior to the end of the term.

2.6 Upon termination for any reason, Affiliate shall immediately remove all instances of the Wego Brand and Wego Data from the Affiliate Website(s).

2.7 If this Agreement terminates because the Affiliate has violated any term of this Agreement, Affiliate will not be eligible to receive any payments, including any payments earned prior to termination.

3. Compensation and Payments

3.1 In consideration of the Affiliate fully performing all of its obligations under this Agreement and provided the Affiliate has not breached any of the terms of this Agreement, Wego will pay the Affiliate a Commission from every Exit click that is generated by user activity originating on the Affiliate Website(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 The Affiliate acknowledges that the Commission is not a percentage or a static amount and that the Commission amount may vary for every Exit click that is generated.

3.4 Only traffic correctly tracked by the Affiliate Program will be paid. Affiliate agrees that Wego is not liable for traffic not recorded due to code incorrectly incorporated by the Affiliate.

3.5 Once a User is referred to Wego by the Affiliate, Wego will recognize subsequent direct visits by the User to Wego as having been referred by the Affiliate for a period of thirty (30) days. This will be accomplished 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 fail 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 another member of the Affiliate Program, then the original cookie will be superseded by and replaced with one reflecting the more recent Wego affiliate. Only the more recent Affiliate will be credited for transactions made by this User.

3.6 The Company expressly reserves the right to deny payment for traffic involving fraudulent activity. Our finding or determination that any such activity is fraudulent is final, and Affiliate agrees not to and hereby waives his right to dispute the same.

3.7 The Company undertakes to pay the Commission to the Affiliate within 45 days after the end of the given Reporting Period, unless the Threshold Amount (USD 100 for PayPal and 500 USD in other cases) is not reached; in the later case the accrued commissions will be held on behalf of the Affiliate until the Threshold Amount is eventually accrued.

3.8 Payable Commissions are inclusive of any and all taxes. The Affiliate is responsible for any taxes that may be due on the services provided to the Affiliate. In no case will any additional compensation be paid to the Affiliate for taxes.

3.9 The Affiliate bears the cost of receiving the payment and intermediary bank fees (if any).

4. Parties Obligations

4.1 Subject to the Affiliate fully performing its obligations under this Agreement and provided the Affiliate has not breached any term of this Agreement, Wego grants the Affiliate a non-exclusive, non-transferable licence to use the Wego Data supplied under this Agreement for the term.

4.2 The Wego Brand remains the property of Wego and nothing in this Agreement grants the Affiliate any Intellectual Property Rights in the Wego Brand or other Intellectual Property Rights of Wego (including, but not limited to, all copyrights, patents, trademarks and trade secrets). Affiliate agrees not to make any claim on any of Wego’s Intellectual Property Rights or assist any third party to do so. Affiliate will 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 this Agreement grants the Affiliate any Intellectual Property Rights in the Wego Data or other Intellectual Property Rights of Wego. Affiliate agrees not to make any claim on any of Wego’s Intellectual Property Rights or assist any third party to do so. Affiliate will not, by its conduct, harm or derogate Wego’s Intellectual Property Rights in any way.

4.4 Affiliate agrees that Users from the Affiliate Website(s) who search for travel on Wego’s Site through the Affiliate Program will be considered customers of Wego, and Wego will own all information generated by such Users. Affiliate agrees that all Wego rules, policies and operating procedures (including but not limited to policies relating to the personally identifiable information of Users) will apply to such Users. Wego reserves the right to change such rules, policies and operating procedures at any time.

4.5 Affiliate hereby 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 affiliate program. However, Wego is not obliged to do so.

4.6 Affiliate data, frame, trademark and the Affiliate Brand remain the property of Affiliate and nothing in this Agreement grants Wego any Intellectual Property Rights of Affiliate’s.

4.7 Each party must not, and must ensure that its officers, employees, agents and subcontractors do not, use the other party’s brand

(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 this Agreement (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 accordance with this Agreement.

4.8 The Affiliate must not:

(a) Engage in any Click Fraud; (b) Use the Wego Data to engage in any conduct that is misleading or deceptive or likely to mislead or deceive; (c) Copy the look and feel of the Wego Site; (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) Attempt to create, register, purchase, or obtain, directly or indirectly, any trademark, service mark, trade name, company name, internet domain name, search engine listing, directory listing, meta tag, name that redirects traffic to the Affiliate Website(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 brand or trademark, or the name of Wego’s suppliers’ (any online travel agencies’ names, hotels, hotel chains, airlines, etc.), within any third party search engine, advertising network, affiliate 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, the Affiliate will not employ any technology that forcefully redirects a customer away 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 about a consumer’s internet activities without their consent or knowledge) or adware (executable applications that deliver advertising content or are bundled with applications that deliver advertising content) in their marketing activities; (i) Make any attempt to tempt, lure, automatically or forcefully divert visitors away 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 analysis of their site activity.

5. Confidentiality

5.1 Subject to Clause, the recipient of Confidential Information (“the Recipient”) belonging to another party (“the Discloser”) must keep confidential the Confidential Information during the continuance, and after the termination, of this Agreement. Without limiting the foregoing, and subject to compliance with applicable law, each party agrees to notify the other to the extent permitted under such requirement, in the event any element of this Agreement may need to be disclosed pursuant to any regulatory or other disclosure requirement, and to further seek confidential treatment requested by the other with respect to certain confidential elements of the Agreement and 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 date 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 developed by the Recipient; (d) is or becomes, through no fault of the Recipient, public knowledge; (e) the Recipient is required to disclose by law or by order of any court of competent jurisdiction or of any regulatory authority whose requirements are binding 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 disclose the Confidential Information to any person except its officers, employees, contractors and professional advisers (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 aware that the Confidential Information must be kept confidential.

5.4 On expiry or termination of the Agreement, the Recipient must immediately deliver or destroy (as directed by the Discloser) all forms of the Discloser’s Confidential Information in its power, custody or control and provide to the Discloser written confirmation of such delivery or destruction, as the case may be.

6. Warranties

6.1 Affiliate warrants that:

(a) it has the full power to enter into and perform this agreement; and (b) its performance of this Agreement will 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 this Agreement will 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 accordance with this Agreement.

6.3 Wego represents and warrants that Wego has the power, authority and legal right to execute, deliver, and perform this Agreement and the transactions contemplated hereunder and shall at its own expense, on a best efforts basis remain in compliance with all applicable 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 contrary under this Agreement, neither party shall be liable to the other in respect of the performance of its obligations or any other matter arising in connection with this Agreement, for any indirect, incidental, special or consequential or punitive loss or damage and whether in an action 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 aware of the possibility of such loss or damage.

7.2 Each party indemnifies the other against all losses, damages, expenses and costs (including legal costs on a full indemnity basis) suffered or incurred by the first party arising from:

(a) any breach of this Agreement by the other party, its officers, employees, agents and contractors; (b) any claim against the other party in relation to alleged or actual infringement of third party Intellectual Property Rights; (c) any claim against the other party arising 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 this Agreement except 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 apply to the provision of any services provided pursuant to this Agreement, if at all, the liability of a party for any loss arising 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 cost of replacing the goods or of acquiring equivalent goods; or

(b) in the case of the supply of services,

(i) the re-supply of the services; or (ii) the payment of the cost of re-supplying the services.

7.5 Subject to clause 7.4 and 7.6, the maximum total aggregate liability of each party to the other in connection with this Agreement for all loss, damage, indemnity or howsoever arising, is an amount equal to the Affiliate Compensation paid or payable by Wego to Affiliate for the 3 calendar months prior to the date of the alleged breach.

7.6 Notwithstanding any other term of this Agreement, nothing in this Agreement excludes or limits either parties’ liability to the other in respect of:

(a) a breach 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. This Agreement will be governed by and construed in accordance with the laws of the Republic of Singapore. Each party unconditionally and irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Singapore.

9. Force Majeure

9.1 Subject to clause 9.3, and provided that the affected party complies with clause, neither party shall be liable for any delay or failure to perform its obligations under this Agreement other than payment of any monetary sums due and owing to the other party if such failure or delay is due to Force Majeure.

9.2 The affected party shall:

(a) notify the other party as soon as practicable of any anticipated delay due to Force Majeure; and (b) ensure that the suspension of performance of its obligations under this Agreement is of no greater scope and no longer duration than is reasonably required by the event of Force Majeure.

9.3 If a delay due to Force Majeure exceeds 30 days, either party may terminate this Agreement immediately on providing notice to the other party in writing.

10. Waiver

10.1 No right under this Agreement shall 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 breach of this Agreement by 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, delay 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 The Company may modify the terms and conditions of this Agreement at any time with immediate effect by posting the new Agreement on the Site. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures and the Wego Affiliate Program rules. The Affiliate will be bound to the terms of the amended Agreement at the time it is posted on the Site.