ASSIST ABROAD AFFILIATE AGREEMENT

To be an Affiliate of ASSIST ABROAD you agree to abide by the terms and conditions contained in this Affiliation Agreement. Please read this agreement carefully before registering and using the ASSIST ABROAD service. By completing the signup page and using the ASSIST ABROAD service youindicate your acceptance of this Agreement and its terms and conditions.

If you do not accept this Agreement, do not use the ASSIST ABROAD service.

This Affiliation Agreement (the "Agreement") is made by and between Assist Abroad Limited of 10-8 International Commercial Centre,Casemates Square, Gibraltar ("ASSIST ABROAD") and you as user of the ASSIST ABROAD service ("You" or "Affiliate")

BACKGROUND

ASSIST ABROAD has developed and operates a service called the assistabroad service (the "Service") which provides or purports to provide an international travel help service. You wish to become a Affiliate of ASSIST ABROAD and utilize the Service as an Advertiser or Direct Marketer or both. As an Affiliate of ASSIST ABROAD you will be promoting the Service to third parties.
In consideration of the promises set forth below, you agree as follows:

DEFINITIONS

"Merchant", means any person or organisation that promotes the assistabroad service at the request of or by arrangement with Affiliates.

"Member" means any person who subscribes to the assistabroad service whether for the Basic Service or the subscription service

"Affiliate" means you or anyone who enters into this form of agreement with ASSIST ABROAD. An Affiliate may use the Service as a Merchant, or Affiliate or both.

"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, directs a third party to the Assistabroad website. The Link may be in the form of text, a button, a banner or any other acceptable Affiliate format.

"Visitor" means any person, Web surfer or user that clicks on an Affiliate's site.

"Valid Click" is a click from a Affiliate's site to ASSIST ABROAD'S site that results in ASSIST ABROAD'S Web page being viewable to the visitor. A click is deemed valid by the ASSIST ABROAD system when it meets certain criteria as defined on the Web site or in this agreement, and which may change from time to time.

THE SERVICE

For Affiliates:

You may enter into arrangements with Merchants as you wish. The arrangements between yourself and the Merchants are not something to which ASSIST ABROAD is party to or for which ASSIST ABROAD bears any responsibility Merchants may change or discontinue their arrangements with you at any time. You are responsible for determining if a Merchant has changed or discontinued the arrangements with yourself.

ASSIST ABROAD will provide email support for the Service.

CHANGES TO THE SERVICE

ASSIST ABROAD reserves the right to change, modify, add or remove portions of this Agreement without notice at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In either such case ASSIST ABROAD will endeavour to notify Affiliates via e-mail, newsletter or the ASSIST ABROAD Web site of such changes, at which time Affiliates may either agree to such changes or withdraw from the Service. In any event Affiliates will conclusively be deemed to have known about any such changes, suspensions or discontinuance within 5 days of its occurrence.

COMMISSION PAYMENTS AND FEES

The amount or rate of commission payable to you by ASSIST ABROAD in respect of sales by or via yourself of paid subscriber membership of the Service shall be as notified to you from time to time by ASSIST ABROAD. ASSIST ABROAD reserve the right to change the amount or rate of commission from time to time by notice to you. No commission shall be payable in respect of Basic Service Membership.

Commission will be paid in respect of subscription fees received by ASSIST ABROAD from Members directly tracked to the Affiliate, either immediately or as a result of upgrade from the Basic Service within 12 calendar months of the member enrolling for the Basic Service time being of the essence. Unless otherwise specifically agreed in writing, Commission and or referral fees will be paid only on the first year membership fee paid by the subscribing member introduced by or through the Affiliate and nothing will be paid in respect of second or subsequent years of membership. Commission/referral fees are calculated as a percentage of the gross membership fee and shall be deemed to include any sales tax, value added tax, withholding tax or any other form of fiscal imposition so that AFFILIATE shall be solely responsible for such fiscal impositions and any invoice shall be net of such taxes and when grossed up shall equate to the agreed percentage of the membership fee

ASSIST ABROAD has the right to cancel any commission payment to you within 15 days of the transaction occurring, for reasons including, but not limited to, an order/lead being incomplete, fraudulent, or otherwise invalid. Any cancelled transactions will be removed from your account immediately. Any commissions earned will not normally be reversed after the 15 day cancellation period, however in exceptional circumstances transactions may be cancelled by ASSIST ABROAD and you will be informed by email of the reason for cancellation.

Your commission payment for the month will be calculated on or after the 5th day of the calendar month following the month in which the commissions were earned. An invoice will be raised (inclusive of VAT where appropriate) and will be made available for download from the ASSIST ABROAD WEB SITE.

Payments will be made on or around the 14th day of each month. You will be paid if you have supplied the following information IN FULL; full name, company name (if appropriate), full address, full bank account details, and a valid UK VAT number (where appropriate). The minimum payment amount is GBP20 for UK payments, or EUR40, USD40 for non UK payments. Any commissions earned will be carried forward if any of the above conditions is not met.

ASSIST ABROAD reserve the right to withhold payment for any reason including, but not limited to, suspicion of fraudulent activity.
Money credited to your account does not accrue interest.

REGISTRATION

To sign up as a Affiliate of ASSIST ABROAD and to use the Service as an Affiliate you must be at least 18 (eighteen) years of age.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN ASSIST ABROAD : ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, WAREZ SITES, ROM SITES, AND EMULATOR SITES.

You agree that you have read the documentation for the Service and understand its features and rules. As part of the registration process, you will select an email and password combination that you use to access your Affiliate area within the Service. You shall provide ASSIST ABROAD with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive Affiliates or other users as to your true identity.

You agree that ASSIST ABROAD may rely on any data, notice, instruction or request furnished to ASSIST ABROAD by You which is reasonably believed by ASSIST ABROAD to be genuine and to have been sent or presented by a person reasonably believed by ASSIST ABROAD to be authorized to act on your behalf. You shall notify ASSIST ABROAD by e-mail at abuse@assistabroad.com of any known or suspected unauthorised uses of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your email and password. You shall be responsible for maintaining the confidentiality of your email and password and you are responsible for all usage and activity on your account, including use of the account by a third party authorised by you to use your account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by ASSIST ABROAD and referral to the appropriate authorities in the relevant country.

ACCEPTED USE OF THE SERVICE

You represent to ASSIST ABROAD that all content and material you provide to Merchants is solely owned by you or provided by you with the express authority of the company you represent, does not infringe upon any other individual's or organisation's rights (including, without limitation, intellectual property rights) and is not defamatory, libellous, unlawful or otherwise objectionable.
You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As ASSIST ABROAD may not review all information provided by you, you shall remain solely responsible for your content and Web site.

As a Affiliate, Links may not be placed in newsgroups or unsolicited e-mail, Any Link placed must be done so in such a way that it is not misleading to any Visitor and done so with the intention of delivering Valid Clicks to ASSIST ABROAD for that Link.
ASSIST ABROAD reserves the right to deem any site inappropriate and terminate the site as a Affiliate Partner Affiliate of ASSIST ABROAD. If you are terminated from the Service, ASSIST ABROAD has the right to withhold money you earned within the Service.

FURTHER OBLIGATIONS OF AFFILIATE

AFFILIATE AGREES AS FOLLOWS :-

That the subscription fees charged by ASSISTABROAD may be varied altered or amended by ASSIST ABROAD at any time and from time to time and ASSIST ABROAD may at any time introduce new categories of membership and discontinue or amend previous categories that only ASSIST ABROAD has the right to admit members to the Service.

LIMITED WARRANTY

The Service, its use and the results of such use are provided "as is."
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ASSIST ABROAD DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, ASSIST ABROAD SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARENO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY ASSIST ABROAD OR ITS SUPPLIERS OR RESELLERS SHALL NOT BE LIABLE TO YOU OR ANY OTHERPERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE ASSIST ABROAD SERVICE OR ANY INFORMATION PROVIDED ON THE ASSIST ABROAD WEB SITE OR ANY OTHER HYPER LINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF ASSIST ABROAD OR AN ASSIST ABROAD AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPER LINKED WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, ASSIST ABROAD LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

You agree that ASSIST ABROAD is the neutral host of the Service and has no responsibility or liability in relation to the arrangements that You enter into with Merchants as part of Your use of the ervice. Merchants and Affiliate Partner jointly and severally agree to indemnify, defend, and hold harmless ASSIST ABROAD and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable solicitor's fees) directly or indirectly arising from or relating to any Offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

REPRESENTATIONS

ASSIST ABROAD makes no representations whatsoever about any other Web site which you may access through the Service. In addition, a link to a non-ASSIST ABROAD Web site does not mean that ASSIST ABROAD endorses or accepts any responsibility for the content or the use of such Web site.

TERM AND TERMINATION

This Agreement shall remain in effect until terminated. As an Affiliate This Agreement may be terminated by ASSIST ABROAD or you for any reason or no reason upon five (5) days prior e-mail or written notice, or immediately in the event of any breach of the provisions of this Agreement. Upon termination, You shall no longer be entitled to use the Service.

NONASSIGNABILITY

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect. ASSIST ABROAD may assign this Agreement to any successor, affiliate or assign.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

GOVERNING LAW LANGUAGE AND JURISDICTION

These Terms and Conditions shall be governed and construed in all respects in accordance with the laws of Gibraltar and the parties submit to the exclusive jurisdiction of the Gibraltar Courts. These terms and Conditions have been prepared in the English language and may be translated into other languages. In such event in case of conflict the meaning of the English language version shall prevail and ASSIST ABROAD does not accept any liability whatsoever for the accuracy or otherwise of any translations.

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