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AFFILIATE PROGRAM GENERAL CONDITIONS

INTRODUCTORY PROVISIONS Civitatis Tours S.L., (hereinafter, “CIVITATIS”) with domicile at Calle Coloreros 2, 28013, Madrid, and tax code B-86899440, is owner of the website www.civitatis.com (hereinafter, The Website). CIVITATIS manages the booking and sale of activities, day trips, guided tours and other tourist activities in various parts of the world for users that are interested in these services. Moreover, CIVITATIS offers a transfer service that allows users to get around the city in the destination where they are staying. 1.- OBJECTIVE

The purpose of the Agreement is to regulate the conditions by virtue of which a natural or legal person (hereinafter referred to as the Affiliate) will promote, via links, banners, widgets or any other type of resources provided by CIVITATIS; via the company’s Websites, booking services of tourist activities. Excursions, guided tours and transfers promoted by CIVITATIS on their Website, in exchange of a determined commission.

Signing up to the Affiliation Program Website of Civitatis shall imply the previous acceptance of these General Conditions by sending the Affiliate registration request duly completed via the Website. Prior to sending the application form, the Affiliate will receive an email from CIVITATIS accepting or declining the application, without giving explanations regarding to the decision adopted.

Signing up to the affiliate program is free, without any cost of permanence. 2.- RIGHTS AND OBLIGATIONS OF CIVITATIS

2.1 CIVITATIS will have the following rights:
(i)CIVITATIS shall suspend or cancel the Affliate’s account or retain the commissions obtained by the Affiliate if there is any sign that he/she has manipulated the commission system or any other evidence that makes he/her suspicious of a malicious or negligent conduct in the use or management of his/her account.

(ii)CIVITATIS can monitor the Affiliate’s Webpages to make sure that the HTML links are correct. If there is any error, CIVITATIS will notify the Affiliate of the changes that must be made, so that in a maximum of 7 natural days the changes are carried out, from the day the Affiliate receives the notification. If the Affiliate does not correct the mistakes, CIVITATIS will terminate the Agreement.

2.2 CIVITATIS will assume the following obligations:
(i) When the applicant becomes an Affiliate, CIVITATIS will allow the Affiliate access to the secure section of the Affiliate Program Website.

(ii) CIVITATIS shall make all the promotional material available to the Affiliate, including the HTML and URL links that will allow the identification of the user and all the services that are bought on the CIVITATIS Website.

(iii)Register the Affiliate in the CIVITATIS account and continually monitor his/her transactions and make available the reports or summaries about these above-mentioned transactions.

(iv) Pay the Affiliate the commission which has been established in the section 4 of these General Conditions. 3.- RIGHTS AND OBLIGATIONS OF AFFILIATE
3.1 The Affiliate will have the following rights:
(i) Use Civitatis’ brand, logotype and other promotional products in his/her Website/s, according to the terms of these General Conditions.
3.2 The Affiliate will assume the following obligations:
(i)The Affiliate declares that all the information provided to CIVITATIS is truthful and accurate and that, in case there is any change, the Affiliate shall notify CIVITATIS thereof without undue delay.

(ii)The Affiliate must keep his/her login name and password to the Affiliate Program Website secret. The Affiliate will be solely responsible for its use by third parties. The Affiliate must ask CIVITATIS for a change of login name and password if he/she suspects that they were stolen or used by a third party without their consent. In this regard, CIVITATIS bears no liability for misuse of the Affiliate’s access data.

(iii)The Affiliate shall be solely responsible for the content of his/her Webpage, and must comply with all the applicable laws and regulations, including the privacy and data protection normative. In this sense, the Affiliate declares that all his/her Website/s include all the legal texts required by the regulations in force, and that the content of these texts comply with all the legal provisions.

(iv)The Affiliate will only use the marketing material provided by CIVITATIS to generate visitors to the CIVITATIS website. The Affiliate shall not be entitled to alter or modify, in any way whatsoever, the allocated marketing material provided by CIVITATIS (ie. the design, color or size of these). The Affiliate can only use the banners, photos, logotypes and other material available on the Affiliate Program Website.

(v)The Affiliate guarantees that the content in his/her Webpage/s belongs to him/her or that the owner of the Webpage/s has given the Affiliate permission to publish the content. The Affiliate also guarantees that the information and content does not infringe any third party rights. The Affiliate undertakes that the content is not in any way insulting, discriminatory, obscene, unlawful or otherwise inappropriate, or containing sexually explicit, pornographic, obscene or graphically violent material.

(vi) The Affiliate shall not generate in any way, or contribute to generate, Artificial Traffic to the CIVITATIS Website.

(vii)If the Affiliate acts in any way that might be considered fraudulent or illegal, or if Artificial Traffic is generated or intended to be generated to the CIVITATIS Webpage, or if the Affiliate does not comply with the applicable policies, CIVITATIS shall be entitled to suspend the payment of the Commissions, including the Commissions that were earned but pending of payment.

(viii)The Affiliate shall be solely responsible for the development, content and maintenance of his/her Website/s and the materials used in these.

(ix)The Affiliate is the only person permitted to open an Affiliate account in his/her own name and in their own interest. Moreover, it is not permitted to give the account to a third party, as long as there is no express written authorization by CIVITATIS.

(x)The Affiliate undertakes to promote CIVITATIS constantly to support and refer potential clients to the CIVITATIS websites. In this sense, the Affiliate must publish uninterruptedly and prominently the links provided by CIVITATIS in all his/her Website/s.

(xi) The Affiliate undertakes not to purchase or register any Google Adwords keywords, search terms or other identifying elements to use in any Internet Search Engine, website or any other search platform or reference of clients that are identical or similar to the registered brands by CIVITATIS.

(xii) The Affiliate undertakes not to use the brand or any other promotional material owned by CIVITATIS’ suppliers without written authority.
4.- COMMISSION

4.1 Percentage and calculation
CIVITATIS will pay the Affiliate a commission based on the net income obtained by the customer that has been generated from the Affiliate’s Webpage to CIVITATIS. A customer that has been generated by the Affiliate is any person that visits the Affiliate’s Website/s, clicks on the link of the CIVITATIS website and directly purchases one or several of the products offered by CIVITATIS.

CIVITATIS shall calculate the commission based on the net income generated during the previous month and by applying the following percentages: (i) The Affiliate shall be entitled to a commission of 8% if CIVITATIS receives between 0 and 1,000€ by the Affiliate’s customers in a month; (ii) The Affiliate will be entitled to a commission of 9% if CIVITATIS makes between 1,001€ and 5,000€; (iii) The commission of the Affiliate will be 10% if CIVITATIS receives 5.000€ or more.

Customers that purchase CIVITATIS’ services during the next 30 days since the first access to the CIVITATIS websites generated by the Affiliate (with a 30-day cookie) will be included in the total sum of the Commissions.

That is, CIVITATIS will insert the customers with cookies the first time that these access the Website, which means that if the client returns to the Website in the next 30 days to book one of CIVITATIS’ services, the commission of the purchase will be included in the monthly total of the Affiliate.

4.2 PAYMENT OF COMMISSION AND BILLING
The payment of commission and billing will be subject to the following conditions:

(i)The commissions will be paid the month following the month for which the Commission is paid.

(ii)By accepting this Agreement, the Affiliate expressly consents the “self-billing” system, implemented by CIVITATIS, by which CIVITATIS will create an invoice in the Affiliate’s name and identification number. The VAT and applicable taxes (if there are any) will be added to the remuneration that is shown on the Affiliate website.

(iii)Thus, in accordance with the above, the Affiliate authorizes CIVITATIS to issue the corresponding invoices relating to the fulfilment of conditions of the Affiliate Program.

(iv)Entitlement to payment of Commission arises to the Affiliate when the amount of Commission is more than 50€. For sums less than 50 euros will be transferred to the following month and will only be paid when the accumulated amount exceeds 50€.

(iii)The Affiliate shall assume the expenses of the bank transfers, with a minimum of 2€ per transfer, as well as the responsibility for damages caused to CIVITATIS if the Affiliate’s bank details are incorrect or insufficient.

(iv)If a client cancels a booking, claims the money back or is involved in any type of fraud, the commission will be subtracted from the following payment.

(v) The payments shall be made in Euros. If any services are booked in another currency, the exchange rate will be calculated on the last day of the month referring to the payment on www.bde.es.

(vi)The Affiliate shall assume the payment of all taxes, insurances and any other similar expenses derived from the payments made by CIVITATIS in favor of the Affiliate.

(vii)The Affiliate shall have access to the Affiliate Program Website and all the information that is related to the sales that have been made to the generated customers, what products have been sold and the payment date of the commissions.
5.-DURATION OF THE CONTRACT

This Agreement shall come into force as soon as the Affiliate receives an email accepting his/her application. The duration of the contract is valid one year (1 year) extendable for equal periods, as long as neither party notifies in writing the termination of the Agreement 30 calendar days before the end of the Agreement.

Without prejudice of what is stated previously, CIVITATIS reserves the right to terminate the Agreement at any time and without prior consent by the Affiliate, if the Affiliate breaches any of the obligations set forth herein.

In the event of termination of the Affiliate’s participation in the Affiliate Program, the Affiliate will lose the right to receive a commission for the customers generated; however, he/she shall be responsible for all the operations made until the termination of the contract. Moreover, the Affilite will return all the marketing material, abstaining from that moment onwards of using the trademarks or any other intellectual property rights of CIVITATIS. Likewise, he/she will return any type of confidential information that he/she had access to under this Agreement and will abstain from publishing or disclosing it.
6.- TERMINATION OF PARTICIPATION IN THE AFFILIATE PROGRAM

Participation of the Affiliate in the Affiliate Program may be terminated under the assumption of: (i) by mutual agreement; (ii) by CIVITATIS if more than six (6) months go by without the Affiliate referring a new customer; (iii) if CIVITATIS believes that the Affiliate’s Website/s includes inappropriate or inadequate content or that could violate any type of personal or material right under current legislation. Moreover, content that might be aimed at children and/or minors, that is explicitly or pornographic or any other sexual act of an illegal nature, promoting violence, racial, sexual or religious discrimination, xenophobia, discriminate or ridiculing physical disabilities, sexual orientation or of age and those that, in general, promote illegal activities or that violate third party rights, either individually or collectively.

The termination of the Agreement shall in an enunciative and non-limiting manner have the following effects: (i) automatic and definite cancellation of the Affiliate’s participation in the Affiliate Program; (ii) payment, if this is the case, of all the commissions that are pending payment, however much the payment; (iii) the Affiliate shall lose the right to receive further commissions from the customers generated by him/her (iv) the Affiliate shall lose the right to use the licenses, trademarks and other marketing material acquired by participating in the Affiliate program. The Affiliate shall remove any type of promotional material of CIVITATIS from his/her Website/s. The Affiliate is required to return to CIVITATIS without delay any and all confidential information he/she gained in the context of participation in the Affiliate Program.
7.- EXCLUSION OF LIABILITY AND GUARANTEES

The Affiliate shall fulfill the following responsibilities: (i)The Affiliate shall guarantee that his/her Website/s complies with the current legislation and regulations and, specially, that it complies with rights related to the consumer, privacy and own image or the process of personal data. (ii)The Affiliate shall be the only responsible for the development and maintenance of his/her Website/s and of its content.

Except in cases of willful misconduct or negligence, the total financial responsibility of CIVITATIS, both contractual, extra-contractual, and of any other type, shall be limited to the total amount paid by way of commissions by customers generated under the conditions laid down in this Agreement. The Affiliate undertakes to free and relieve CIVITATIS from any claim, penalty, damage, liability and/or expense related to any breach of the General Conditions and, in general, of the legislation applicable to this Agreement.
8.- CONTRACTUAL OBLIGATION OF THE PARTIES

None of the conditions in the Agreement shall be construed or give rise to the establishment of an employment relationship, as employer and employee, between CIVITATIS and the Affiliate. 9.- SAFEGUARDING AND MODIFYING THE GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT

If any of the sections of this Agreement are declared invalid or void, the rest of the Agreement and the agreed terms will remain unalterable. The void part of the contract will be considered not applicable and will be rewritten considering the stipulations that are closest to the initially pursued intention.

CIVITATIS reserves the right to change these Terms and Conditions fully or partially. The aforementioned changes shall be published in CIVITATIS’ Website and the Affiliate shall be notified personally by email, Which he/she has previously provided during the application to the Affiliate Program. The changes may include, without limitation, changes in the commission percentage, the method of calculating and the rules for acquiring the entitlement to Commission. The Affiliate, once notified of the changes, may choose to unilaterally terminate the Agreement, understanding that, in case of not doing so, he/she accepts in a tacit way all the changes. Once the Agreement is terminated, CIVITATIS will pay the Affiliate any pending payment in accordance with the terms of this Agreement.
10.- PERSONAL DATA PROTECTION AND COOKIE POLICY

10.1 Personal data protection.
Both parties guarantee the compliance of the Organic Law 15/1999, of 13 December, of Data Protection and Royal Decree 1720/2007, of 21 December, by which the Regulation of development of the Organic Law 15/1999 is approved, of 13 December, of Data Protection regarding the personal data to which they may have access for the actions that are carried out under this Agreement. In particular, the Affiliate guarantees that his/her Website/s are correctly adapted to these normatives.

10.2 Cookies.
The Affiliate undertakes to fulfill the normative applicable related to the use of cookies in the content that he/she publishes in his/her Website/s. In this sense, the Affiliate shall be obliged to inform and obtain the consent of all the users relative to the analytical cookies and/or publicity that are located on his/her Website/s. The Affiliate shall exempt CIVITATIS from any sanction or claim derived from a breach of the Information Society Services and Electronic Commerce Act (LSSI-CE) and other complementary normatives. Obtaining the consent must be done by following the guidelines established by the Guide on the use of cookies by the Spanish Agency for Data Protection.
11.- INTELLECTUAL PROPERTY RIGHTS

CIVITATIS is sole owner or has license to use the Intellectual Property Rights and other rights related to CIVITATIS’ services. Pursuant to this agreement, the Affiliate does not acquire any right or license except for the right to install links, banners, widgets or any other resources provided by CIVITATIS on the connected Websites, in accordance with the terms of this Agreement.
12.- CONFIDENTIALITY

All the information that the Parties exchange in any format or means shall be treated with absolute confidentiality by the Party that receives them. The Party shall not disseminate, deliver or assign them under any title or use them for any purpose other than those agreed in this Agreement, except for the requirements that are issued by a judicial or administrative authority with the corresponding legal coverage. The obligation of confidentiality provided for in this Agreement shall survive the termination of participation in the Affiliate Program.
13.- ASSIGNMENT OF RIGHTS AND OBLIGATIONS

The Affiliate shall not relinquish his/her place in this Agreement without the previous written approval by CIVITATIS. However, CIVITATIS may partially or totally cede the rights and obligations contained in this Agreement, by writing to the Affliate.
14.-COMMUNICATIONS

The parties stipulated in this Agreement will communicate via email or any other means with acknowledgement of receipt and the content of the communication .
15. – APPLICABLE LAW AND JURISDICTION.

This Agreement is governed by the Spanish legislation. Both parties submit expressly to the jurisdiction of the Courts and Tribunals in Madrid.