Affiliate Terms & Conditions
Yugen Earthside Affiliate Partner Program
TERMS AND CONDITIONS
The Terms & Conditions applicable to Yugen Earthside’s Affiliate Partner program are detailed below. Yugen Earthside will be referred to as “the Company” or “We”. Affiliate Partners will be referred to as “Affiliate” or “You”, the person or company who submitted the Affiliate Application Form. “Party” may refer to either the Company or Affiliate.
Yugen Earthside is a Social Purpose Corporation duly organized and existing under the laws of Washington State, USA, with its principal office located at 917 Pacific Ave, Suite #408, Tacoma, WA, 98402. When and where applicable, any jurisdiction related to this agreement, whether mediation, arbitration, or court will be handled according to Washington State law.
WHEREAS, the Company operates an established travel platform and agency offering a wide range of travel-related services and has developed a comprehensive marketing and operational system;
WHEREAS, the Affiliate desires to enter into an affiliation with the Company to leverage the established brand name, sustainability expertise, marketing resources, and operational systems of the Company to enhance its service offerings and market reach;
WHEREAS, the Company wishes to expand its network by affiliating with You, granting You the rights to refer clients in the USA to the Company and benefit from compensation for converted leads;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree to enter into this affiliation in good faith, under which the Affiliate will operate as an affiliated entity under the Company’s brand name and receive support and resources in accordance with the terms and conditions set forth in this Agreement.
I. Grant of Affiliation
A. Rights Granted: The Company hereby grants the Affiliate the non-exclusive right to use the Company’s trademarks, trade names, logo, and web pages for the purpose of marketing and selling travel-related services to clients (“Referrals”) in the USA. This grant is subject to the terms and conditions of this Agreement and does not confer any additional rights.
B. Territory Limitations: The Affiliate is authorized to operate exclusively within the defined Territory (USA). No rights are granted to the Affiliate to operate or market outside this Territory without prior written approval from the Company.
II. Payments
A. Commission: The Company agrees to pay the Affiliate a 3% commission (“Commission”) for any Referral who purchases a trip (“Converts” or “Conversion”). The Commission shall be based on the Net Booking Value, which is the Gross Booking Value less deductions, discounts, or non-commissionable add-ons. Failure to comply with below Obligations in Section III voids obligation of Company to pay Commission.
B. Payment Timeline: Payout will occur once You have generated $100 USD of Commission earnings, and within thirty (30) Business Days (Monday to Friday, excluding bank holidays in the US or France), of the Referral’s final trip payment (“Final Payment Date”).
C. Dashboard: You will have access to a secure and private Google Sheet (“Dashboard”) where you may track your Referrals, Conversions, and Commission.
D. Payment Method: All Commission payments will be in USD $ to the account provided in the Affiliate Application Form unless and until You provide the Company with updated payout details. Commission payments are exclusive of value-added tax, and any other taxes, duties, fees, and levies.
III. Obligations of the Affiliate
A. Compliance with Standards: The Affiliate agrees to maintain high standards of quality and service, and promote in earnest the value of sustainable travel, in line with the Company’s ethos, mission, and vision.
B. Branding: The Affiliate must ensure that all branding and promotional materials conform to the Company’s brand guidelines. All such materials must be approved by the Company prior to their use, with approval or feedback provided within 10 business days of submission. Proper branding includes using the correct spelling of Yugen Earthside, ensuring hyperlinks to the Company’s site work properly, and all Company contact information is accurately displayed.
C. Effort and Representation: The Affiliate is required to use its website, blog, social media channel, or other primary forms of communication to reasonably promote the Company’s trips, while not representing the Affiliate as being endorsed by or otherwise involved with the Company’s business.
D. Promotion: Affiliate must make every effort to convey all information about Company and our trips accurately. Affiliate may not use discounts, incentives, rewards, contests, or other inciteful efforts to generate Referrals. Affiliate may not promote on third party platforms with express written consent from the Company.
E. Fair Competition: This Agreement is not exclusive for either Party, but the Affiliate may not seek out nor acquire any domains, or key word bids, that may misrepresent, confuse, conflate, or detrimentally impact the Company. Likewise, the Affiliate may not take any actions online or verbally that may harm the Company, including publishing or saying illegal, libelous, or otherwise offensive things.
IV. Obligations of the Company
A. Website: The Company will maintain its website (www.yugenearthside.com) and continue developing the platform, adding trip listings, and promoting the Company through marketing channels.
B. Referrals: The Company will respond to Referrals from the Affiliate within two (2) Business Days.
C. Branding: The Company shall supply the Affiliate with approved logos for usage and other branding materials as needed.
D. Tracking: The Company shall keep complete, accurate, and secure records for each Affiliate in a Dashboard shared with You. Invoices will be sent for each batch of Commission payouts.
E. Communication: For any questions, concerns, or escalations, the Affiliate may contact hilary@yugenearthside.com.
V. Data Protection
A. Data Privacy Laws: Each Party will respect Data Privacy Laws related to any Referrals whose information is shared between the Affiliate and the Company.
B. Data Access: Accurate and complete records of all Referrals’ data shared between Parties must be kept, maintained, and provided in full to the Referral upon request. Each Party must inform the other Party within 10 Business Days if a Referral requests their data.
C. Data Sharing & Selling: Company will not share or sell Referral data with any third-party companies; Referral data may only be used for Company to converse with Referrals about trips, including the ability to add the Referral to the Company’s mailing list.
VI. Intellectual Property
A. Use of Intellectual Property: The Affiliate is granted a non-exclusive, non-transferable right to use the Company’s intellectual property (IP), including its website, trip listings, trademarks, and trade names, strictly in accordance with the terms of this Agreement. The right to use this intellectual property is confined to the Affiliate's designated Territory and is solely for the operation of the Affiliate – it does not grant the Affiliate IP property rights nor ownership.
B. Protection of Intellectual Property: The Affiliate must immediately notify the Company of any unauthorized use or infringement of the intellectual property within their Territory. The Company retains the right to take any necessary legal action to protect its intellectual property, and the Affiliate agrees to cooperate fully in such efforts.
VII. Confidentiality
The Affiliate must protect all confidential information provided by the Company, including operational details, marketing strategies, and pricing information, and not disclose it to any third parties without prior written consent from the Company, unless required by Washington State law. This obligation continues during the term of this Agreement and for five years following its termination.
VIII. Term and Termination
A. Agreement Term: This Agreement shall commence on the date which the Company approves the Affiliate’s Application Form and last for one (1) year (“First Year”), after which it will automatically renew for another one (1) year (“Subsequent Year”).
B. Termination: The Affiliate or Company may terminate this Agreement with or without cause by providing the Company with at least 30 days' written notice. “With cause” signifies a breach of confidentiality, IP infringement, or other terms set out in this Agreement, if that breach is not corrected within thirty (30) days of written notification of said breach; or if a Party goes bankrupt.
C. Commission: Commission will not be generated in the 30 days after the Affiliate gives written notice of terminating the Agreement. Commission previously generated will be paid 30 days after the Agreement’s termination, even if less than $100 USD. In the case of Company bankruptcy, Commission will not be paid.
D. Consequences: Upon Termination, licenses, benefits, branding, IP, and any other rights or obligations granted by this Agreement will end immediately.
IX. Dispute Resolution
A. Mediation: In the event of a dispute, both parties agree to first attempt to resolve the issue through mediation, facilitated by a mutually agreed-upon mediator, within 30 days of one party notifying the other of the dispute.
B. Arbitration: If mediation does not resolve the dispute, the matter will proceed to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the jurisdiction where the Company’s headquarters are located.
X. Miscellaneous Provisions
A. Representation: Each Party entering into this Agreement has the power and authority to legally do so, and to execute, deliver, and exercise obligations arising from this Agreement.
B. Indemnity: The Affiliate agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with: any breach of, misrepresentation made, violation of laws, negligence in sales or marketing, or willful misconduct by the Affiliate pertaining to this Agreement. The indemnification obligations shall be limited to the greater of one hundred percent (100%) of the value of the package trip in question; or (b) five-hundred dollars ($500). Indemnifier must be given notice of the claim within 10 Business Days of issue being known and have full authority to take action on the claim.
C. Liability: The Company is not responsible for any indirect, special, or consequential losses (like loss of profits or business) resulting from the Agreement, except in cases of death, personal injury caused by the Company's negligence, or fraud. The total liability of the Company is capped at the amount the Company has paid to the Affiliate in the twelve (12) months prior to any claim.
D. Force Majeure: Should a Force Majeure event occur – such as an Act of God – any time-sensitive aspect of this Agreement will not be breached if not met, and time will be extended by thirty (30) days to complete any time sensitive tasks. Notice must be given by the Party affected by the Force Majeure.
E. Record of Agreement: This Agreement will be publicly and privately available at any time on the Company’s website as well as in a secure Google Drive.
F. Amendments: Any amendments or modifications to this Agreement must be communicated in writing to all Affiliates. Affiliates will have ten (10) Business Days to terminate the Agreement if they do not approve of the modifications.
G. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company’s headquarters are located, without regard to its conflict of laws principles.
H. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.