Netfares Services Terms and Conditions
This Web site and Netfares Services are offered to you by Netfares and its affiliates (collectively, "Netfares") conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of Netfares Services as set forth below constitutes your agreement to all such terms, conditions, and notices.
By using Netfares Services either on your own behalf or on behalf of another person, you agree to the terms, conditions, and notices contained herein. If you are using Netfares Services on behalf of another person, you further agree that you are an agent authorized to act on behalf of such other person and that you have obtained all necessary consents to so act. You and your agent are responsible for any use of Netfares Services, regardless of who actually or directly undertakes such use. If you are acting on behalf of another person, it is your responsibility to obtain the appropriate consent of such person to so act and to ensure that such person agrees to these terms, conditions, and notices.
Additionally, your company may have contracted Netfares Services pursuant to an Netfares Software Agreement ("Netfares Agreement"), which permits you and certain people acting on your behalf (i.e., your Director(s)) to purchase software products or services or otherwise use Netfares Services. To the extent that any of the terms and conditions set forth herein conflict with or are otherwise inconsistent with the terms of your company's applicable Netfares Agreement, the terms of such Netfares Agreement will govern and control.
COPYRIGHT AND TRADEMARK NOTICES
All contents of Netfares Software are: Copyright (c)2001 Netfaresonline.com, 5045 Orbitor Drive, building 9, Ste 301, Mississauga, Ontario, L4W 4Y4. All rights reserved. Netfares, Netfaresonline.com, Netfares.com, are either registered trademarks or trademarks of Netfaresonline.com.
Other product and company names mentioned herein may be the trademarks of their respective owners.
NETFARESONLINE.COM INC.
INTERNET DISTRIBUTION LICENSE AGREEMENT:
MEMORANDUM OF AGREEMENT made as of the date submitted online where Netfaresonline data logs are sufficient to authenticate date of transaction. This date is considered the "Effective Date"
BETWEEN:
NETFARESONLINE.COM, INC.
a Canadian corporation with its head office at:
5045 Orbitor Drive, building 9, Ste 301, Mississauga, Ontario, L4W 4Y4
Hereinafter called "NetFares"
THE PARTY OF THE FIRST PART
and
ONLINE REGISTREE
Hereinafter called "Client"
THE PARTY OF THE SECOND PART
WHEREAS NetFares is a consortium of travel consolidators with a database of travel products including but not limited to hotel information, airline flight information and insurance information (hereinafter "NetFares Data" and further defined in section 1) which is accessible using NetFares' online booking engine (hereinafter "NetFares Web Application" and further defined in section 1);
AND WHEREAS travel products including but not limited to hotel information, airline flight information and insurance information in the NetFares Data can be searched and booked using NetFares Web Application;
AND WHEREAS the Client operates a travel website located at the internet URL http://www.tobedetermined(TBA).com
AND WHEREAS the Client wishes to obtain from NetFares, and NetFares wishes to grant to the Client, a license to use and display the NetFares Web Application to provide the Client's customers with the ability to search and book travel products including but not limited to hotel information, airline flight information and insurance information in the NetFares Database, as more particularly set forth within;
NOW THEREFORE WITNESSETH that in consideration of the mutual covenants contained herein, NetFares and Client agree as follows:
1. Definitions
Wherever used in this Agreement, the following words and terms shall have the respective meanings ascribed to them:
"Agreement" means this license agreement, between NetFares and Client, effective as of the Effective Date.
"Booking Fee Guideline" means the guideline set forth in table form in sub-section 3(a)(3).
"Client ID" means the identification code which is unique to the Client and which is used by the NetFares Web Application to identify any person entering the NetFares Web Application through the Client's website as the Client's customer.
"CRS" means an airline central reservation system, including without limitation the Sabre, Galileo, Apollo, Amadeus and Worldspan systems.
"Confidential Information" of a party means information or data kept in confidence by such party, including all information or data that is marked or designated as confidential, or that, under the circumstances of its disclosure from one party to the other, should be considered confidential. Confidential Information includes, without limitation, all technical and business trade secret information belonging to the parties, the NetFares Web Application, the NetFares Data, the technology embedded in the Client WebSite, the terms and conditions of this Agreement, as well as each party's planning, performance, financial, sales, marketing, personnel, supplier and customer information. However, Confidential Information does not include any information or data which: (i) is or becomes publicly known without breach of this Agreement or is released by the disclosing party to the general public; (ii) is independently developed by the receiving party without reference to or use of any Confidential Information provided by the disclosing party; (iii) becomes known to the receiving party from a source other than disclosing party, which is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information, without breach of this Agreement; or (iv) is required by law to be disclosed, provided that the receiving party has given the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
"Effective Date" means the date, month and year the online application was submitted online where Netfaresonline data logs are sufficient to authenticate the transaction date.
"Force Majeure" means any act beyond the reasonable control of the applicable party and without its fault or negligence, including but not limited to war, riots, strikes, accidents, acts of nature, acts of civil or military authorities, lockouts, vandalism, fires, floods, storms, or medical emergencies.
"NetFares Consolidator" means any consolidator providing travel products including but not limited to hotel information, airline flight information and insurance information information to NetFares.
"NetFares Data" means travel information including but not limited to hotel information, airline flight information and insurance information regularly provided to NetFares by NetFares Consolidators and stored on NetFares' servers at NetFares' head office.
"NetFares Web Application" means NetFares' internet technology which allows for searching and booking of travel products including but not limited to hotel information, airline flight information and insurance information from NetFares Data, and which creates the corresponding passenger record in a CRS.
"Held Reservation" means a passenger record that has been created in a CRS using the NetFares Web Application under the Client ID, where no payment has yet been applied to such passenger record.
"Passenger Booking" means a passenger record that has been created in a CRS using the NetFares Web Application under the Client ID, where some payment has been applied to such passenger record.
"Travel Product" means any product relating to travel distributed on Netfaresonline.com by a supplier of travel products.
"Term" means the one (1) year period commencing from the Effective Date, provided that the agreement will renew automatically for additional one (1) year terms (each of these being referred to as a "Renewal Term") unless either party notifies the other in writing at least ninety (90) days before the expiration of the Term or any Renewal Term of its decision to terminate the Agreement.
2. Grant of License
(a) Subject to the terms and conditions of this Agreement and during the Term (and any Renewal Term), NetFares hereby grants Client a non-exclusive, non-transferable right and license to use and display the NetFares Web Application on the Client website for the sole purpose of providing the Client's customers with the ability to perform searches and real-time booking of travel products including but not limited to hotel information, airline flight information and insurance information from the NetFares Data.
(b) The grant of license described in subsection 2(a) is not a transfer of ownership and accordingly Client shall not obtain any ownership interest in NetFares Web Application nor NetFares Data, by virtue of this Agreement. All of NetFares' ownership interest in NetFares Web Application and NetFares Data will remain solely with NetFares.
(c) NetFares hereby reserves all rights not expressly granted hereunder.
(d) Use and display of the NetFares Web Application and access to the NetFares Data shall be subject to the prohibition against, directly or indirectly, reverse-engineering, decompiling, disassembling or otherwise attempting to derive the source code or other trade secrets of the NetFares Web Application and the NetFares Data.
(e) Except where otherwise explicitly permitted by NetFares, use and display of the NetFares Web Application shall be subject to the prohibition against its modification.
(f) Use and display of the NetFares Web Application and access to the NetFares Data is confined to lawful purposes only.
3. Fees & Payment Terms
(a) Client shall pay Netfares the following fees:
(1) A booking fee in accordance with the Booking Fee Guideline will be billed for each Passenger Booking, invoiced at the end of each month. NetFares will also invoice the Client a minimum of NINTY-NINE dollars (USD $99.00) per month for the Full B2C and a minimum of TWENTY-FIVE (USD$25.00) per month for the Standard B2C for maintenance of their status on NetFares Web Application.
Booking Fee Guideline - Net Fares
Passenger Bookings Per Month Booking Fee Per Passenger Booking
the first 300 Eight dollars ($8 USD) each
301 through 600 Seven dollars ($7 USD) each
601 through 900 Six dollars ($6 USD) each
901 and up Five dollars ($5 USD) each
Booking Fee Guideline - Published Fares
Passenger Bookings Per Month Booking Fee Per Passenger Booking
0 and up Four dollars ($4 USD) each
Booking Fee Guideline - Hotel Fares
Passenger Bookings Per Month Booking Fee Per Passenger Booking
0 and up Four dollars ($4 USD) each
(b) Invoices submitted by NetFares to Client shall include additional amounts to cover any applicable taxes, listed separately. An invoiced amount shall become due thirty (30) days after the invoice date. If an invoiced amount is not paid in full when due, then Client shall pay to NetFares interest on the amount outstanding at the rate of 1.5% per month compounded daily (being 19.72% per annum) from the due date until the date the outstanding amount is paid in full.
(c) All monetary amounts herein described are expressed in USD currency.
4. NetFares' Obligations
(a) NetFares shall provide the Client with the appropriate internet URL for the Netfares Web Application so that the Client may display the Netfares Web Application in the Client website.
(b) NetFares shall assume all cost and responsibility for maintaining an Internet connection to the NetFares Web Application. NetFares shall further assume all cost and responsibility for maintaining CRS terminals required for the airline booking functionality of the NetFares Web Application.
(c) Except in respect of sub-section 4(c), Netfares is under no obligation whatsoever to provide any upgrades, enhancements, modifications or customization of the NetFares Web Application.
5. Client's Obligations
(a) Client shall further assume all cost and responsibility for maintaining CRS terminals required for the airline flight availability functionality of the NetFares Web Application.
(b) Client shall integrate the Netfares Web Application into the Client's website at the Client's sole cost and expense.
(c) Client shall always display the "Powered by Netfaresonline" caption when displaying the NetFares Web Application on the Client website. This caption must link back to http://www.netfaresonline.com.
(d) In consideration for a NetFares Consolidator issuing an airline ticket to a Client's customer, the Client hereby agrees to pay the NetFares Consolidator any amount outstanding from the Client's customer for the issue of the airline ticket. For greater certainty, where a Client's customer provides a fraudulent, stolen or incorrect credit card number, or where the Client's customer is not the actual credit card holder of the provided credit card number and the actual credit card holder denies payment, then the Client shall pay the NetFares Consolidator any amount outstanding from the Client's customer for the issue of the airline ticket. Furthermore, where the NetFares Consolidator has incurred expenses in attempting to obtain payment from the Client's customer for the issue of the airline ticket, the Client shall reimburse the NetFares Consolidator for such expenses.
(d) Client shall assume all cost and responsibility for providing CRS terminals required for the airline availability search functionality of the NetFares Web Application.
6. Confidential Information
(a) Each party agrees not to use any Confidential Information of the other party except solely for the purposes expressly set out herein or as otherwise agreed to by the other party in writing. Each party further agrees not to disclose any Confidential Information of the other party to any person, except to those people who have a need-to-know such information for purposes directly related to this Agreement. If Confidential Information is disclosed by a party to a person on the basis of such need-to-know, such party shall ensure that such person will be bound by the obligations of confidentiality herein described.
(b) Each party will protect the confidentiality of the other party's Confidential Information in its possession by exercising the same security measures it normally exercises with respect to its own Confidential Information, and at a minimum the degree of care exercised by a prudent person acting reasonably.
(c) Each party acknowledges and agrees that its unauthorized use or disclosure of the other party's Confidential Information is likely to cause irreparable harm to such other party. Therefore, in the event of such unauthorized disclosure or use, such other party will be entitled to obtain injunctive relief, without prejudice to any other rights or remedies it may have in law or equity.
7. Indemnity and Disclaimer of Warranty
(a) Client agrees to indemnify and hold harmless NetFares, its officers, directors, employees, contractors, agents and consolidators from and against all claims, expenses, damages and liability (including reasonable legal fees and disbursements) arising from any act or omission of Client or Client's customers.
(b) Booking Engines may contain hyperlinks to Web sites operated by parties other than Netfares. Such hyperlinks are provided for your reference only. Netfares does not control such Web sites and is not responsible for their contents. Netfares inclusion of hyperlinks to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.
(c) NETFARES DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, REGARDING USE OR AVAILABILITY OF THE NETFARES WEB APPLICATION AND THE NETFARES DATA, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
(d) NETFARES WILL NOT BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE NETFARES WEB APPLICATION AND THE NETFARES DATA.
8. Liability Disclaimer
(a) THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PROVIDED THROUGH NETFARES SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN PARTICULAR, NETFARES AND ITS AFFILIATES DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM LIABILITY FOR INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF TRAVEL PRODUCTS INCLUDING BUT NOT LIMITED TO HOTEL INFORMATION, AIRLINE FLIGHT INFORMATION AND INSURANCE INFORMATION DISPLAYED ON THIS WEBSITE, STANDARD OR FULL VERSION BOOKING ENGINES (INCLUDING, WITHOUT LIMITATION, PHOTOGRAPHS, LIST OF HOTEL AMENITIES, GENERAL PRODUCT DESCRIPTIONS, ETC.), MUCH OF WHICH INFORMATION IS PROVIDED BY THE RESPECTIVE SUPPLIERS. HOTEL RATINGS DISPLAYED IN CONNECTION WITH NETFARES SERVICES ARE INTENDED AS ONLY GENERAL GUIDELINES, AND NETFARES AND ITS AFFILIATES DO NOT GUARANTEE THE ACCURACY OF THE RATINGS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NETFARES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO NETFARES SERVICES AT ANY TIME.
(b) NETFARES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED IN NETFARES B2C FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING FOR SALE OF ANY PRODUCTS OR SERVICES IN NETFARES B2C DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVCES BY NETFARES OR ITS AFFILIATES. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NETFARES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
(c) THE CARRIERS, HOTELS AND OTHER SUPPLIERS PROVIDING TRAVEL OR OTHER SERVICES FOR NETFARES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF NETFARES OR ITS AFFILIATES. NETFARES AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. NETFARES AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND THEIR DIRECTORS CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.
(d) IN NO EVENT SHALL NETFARES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF NETFARES SERVICES OR WITH THE DELAY OR INABILITY TO USE NETFARES B2C, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH NETFARES SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF NETFARES SERVICES, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF NETFARES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. Termination
(a) Either party, as applicable, has the right to terminate this Agreement as follows:
(1) By Netfares, in the event that Client fails to pay amounts due to Netfares pursuant to this Agreement, five (5) days after delivery of written notice by Netfares to Client specifying the failure to pay amounts due and requiring payment.
(2) By either party, for any material breach of this Agreement, other than the breach covered in sub-section 8(a)(1), that is not cured within ten (10) days of delivery by the terminating party of a written notice specifying the breach and requiring its cure.
(3) By either party, immediately upon delivery of written notice by the terminating party, if: (i) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency for the benefit of creditors, or (ii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
(b) Termination of this Agreement shall not limit either party from pursuing other rights and remedies available to it in law or in equity.
(c) The following sections will survive any expiration or termination of this Agreement: 1, 3, 6, 7, 8, 9.
10. General Provisions
(a) Force Majeure - If, by reason of Force Majeure, either party hereto is delayed or unable, in whole or part, to perform or comply with any obligation or condition of this Agreement, then it will be relieved of liability and will suffer no prejudice for failing to perform or comply or for delaying such performance or compliance, provided that it gives to the other party prompt notice of such inability, reasonably full particulars of the cause thereof and the expectation cessation. The party that is unable or delaying in performing its obligations due to Force Majeure shall use its best efforts to remedy the situation.
(b) Governing Law - This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein. The parties hereby submit to the exclusive jurisdiction of the courts of Ontario.
(c) Severability - If any provision of this Agreement is held to be invalid by any court of competent jurisdiction, government authority or otherwise, such holding shall not adversely affect any other provision of this Agreement which shall otherwise remain in effect.
(d) Assignment - The Client may at no time sell, transfer, lease or assign, in part or in full, its rights under this Agreement, without the prior written consent of NetFares. NetFares may assign its rights under this Agreement, at any time, in part or in full, without the prior written consent of the Client. This Agreement will bind and inure to the benefit of each party's permitted assigns.
(e) Independent Contractors - This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, agency nor employee relationship between the parties. The parties will at all times remain independent contractors of each other, and neither party shall represent itself to be an agent or employee of the other.
(f) Entire Agreement - This Agreement is the entire agreement between the parties in respect of the subject matter hereof, and this Agreement supersedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to such subject matter. Amendments to this Agreement will only be valid if in writing and if executed by both parties.
(g) Neutral Construction - The parties to this Agreement agree that this Agreement was negotiated fairly between them at arm's length and that the final terms of this Agreement are the product of the parties' negotiations. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a party on the grounds that such party drafted or was more responsible for the drafting of the provisions.
(h) Arbitration - Any dispute, difference or disagreement between the parties in relation to the Agreement may, with the consent of both parties, be referred to arbitration. No person shall be appointed to act as arbitrator who is in any way interested, financially or otherwise, in the conduct of the work on the Project or in the business or other affairs of either NetFares or the Client. The award of the arbitrator shall be final and binding upon the parties and the provisions of Arbitration Act, 1991, S.O., 1991, c. 17, as amended shall apply.
(i) Notices - All notices and invoices deliverable hereunder shall be sent to the following contacts:
(1) If to Client, at:
Address as submitted in the online application
(2) If to NetFares, at:
Netfaresonline.com, Inc.
5045 Orbitor Drive, Building 9, Ste 301, Mississauga, Ontario, L4W 4Y4
We will require your agency to provide us with a credit card, therefore your agency authorizes Netfaresonline.com Inc. to charge the credit card for any fees, in synch with the term of this agreement.
