License agreement

5/7/2017

Background

This agreement (the “Agreement) is made between LEWYHALS LLC ("the Company"), and the licensee identified in the online Licensee Profile ("the Licensee") for utilizing published resources and for participation in the Company’s revenue sharing program ("the Program"). The Company and the Licensee will also be hereinafter referred to individually as "the Party" and jointly as "the Parties".

The Company operates a trip planning website currently at the URL address https://trips.furkot.com ("the Site" or "Furkot"). The Site allows end users to plan trips, specifically to add places to visit ("the Stops") to their trip itineraries.

The Licensee wishes to include resources backed by the Site within the content of the Licensee’s website or websites with the intention of allowing end users to view their trip itineraries or to add the Stops to their trip itineraries while browsing the Licensee's website content. Furkot resources backed by the Site include Furkot widgets ("the Widgets"), Furkot buttons ("the Buttons") and Furkot API ("the API") collectively referred to as "the Resources".

The Licensee acknowledges that its online submission of the Licensee Profile constitutes acceptance of this Agreement.

Definitions

Agreement - This agreement, or attachments and any other documents incorporated by reference.

API - The publicly available Furkot Application Programming Interface (“API”) as well as the related API Documentation.

Applications - Web, computer, mobile or other software services or applications developed by the Licensee that utilize or interact with the API.

Buttons - Links incorporated into the Licensee's website with the purpose of communicating with the Site in order to facilitate end users' trip planning activities.

Commission – The performance-based compensation earned by the Licensee in accordance with this agreement.

Data Source - A website that contributed to planning of the end user's trip itinerary. The Licensee's website is considered the Data Source for any end user's trip itinerary that contains stops added by the end user by means of the Widgets placed on the Licensee's website. The Site is considered the Data Source for every end user's trip itinerary.

End User - A human visitor to the Site and/or the Licensee website including users of the Licensee application.

Minimum Payment - The minimum monthly payment Payment for PayPal payments is USD $50. The Licensee may nominate a higher minimum Payment by notifying the Company.

Multiplier - The numerical value assigned to each Data Source, specifically the Licensee's website, used to calculate amount of the Commission.

Payable Commission – The Commission which has satisfied the Minimum Payment Payment in US dollars.

Qualifying Stop - The Stop added to their trip itinerary by an end user during their visit to the Licensee website who in the following 365 days performs an action generating revenue to the Company.

Resources - The Widgets, the Buttons and the API.

Stop - A place to visit that the end user adds to their trip itinerary.

Spamming Regulations - Any policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.

Third Party Platforms - Any (third party) search engine (marketing provider), website, meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other (similar) channels or other forms of (traffic hosting) media, whether online or offline.

Unique Identifier - The Company will provide the Licensee an alphanumerical text value to uniquely identify the Licensee' use of the Widgets for the purpose of calculating the Commission.

Website - A set of related web pages served from a single web domain.

Widgets - Code and data incorporated into the Licensee's website with the purpose of communicating with the Site in order to facilitate end users' trip planning activities.

Terms and Conditions

NOW THEREFORE, the Parties agree as follows:

  1. Widgets

    1.1 The Company shall make available to the Licensee the code of the Widgets together with the instruction of how to embed them in the Licensee's website. The Licensee shall place the Widgets on the Licensee’s website as the Licensee sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.

    1.2 The Licensee agrees to use and display the Widgets in such manner that it is evident to end users that by use of the Widgets they are adding the Stops to trips itineraries maintained on Furkot.

    1.3 The Company will provide the Licensee an alphanumerical code value ("the Unique Identifier") to uniquely identify the Licensee' use of the Widgets. The Licensee must ensure the Widgets embedded in the Licensee's website include the Unique Identifier provided by the Company. The Licensee acknowledges that the Unique Identifier is necessary to attribute share of the revenue to the Licensee. The Licensee acknowledges that the Company will be under no obligation to pay any share of the revenue in the absence of the Unique Identifier.

  2. Buttons

    2.1 The Company shall make available to the Licensee the instruction of how to structure and embed in the Licensee's website links to the Site. The Licensee shall place the Buttons on the Licensee’s website as the Licensee sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.

    2.2 The Licensee agrees to use and display the Buttons in such manner that it is evident to end users that by use of the Buttons they are adding the Stops to trips itineraries maintained on Furkot.

    2.3 The Company will provide the Licensee an alphanumerical code value ("the Unique Identifier") to uniquely identify the Licensee' use of the Buttons. The Licensee must ensure the Button embedded in the Licensee's website include the Unique Identifier provided by the Company. The Licensee acknowledges that the Unique Identifier is necessary to attribute share of the revenue to the Licensee. The Licensee acknowledges that the Company will be under no obligation to pay any share of the revenue in the absence of the Unique Identifier.

  3. API

    3.1 Access to the API is predicated on the Licensee accepting this agreement while creating the online Profile and providing the Company access to the Website or Application. The Company reserves the right to monitor the Licensee's Website or Application for compliance with this agreement. The Company will furnish the Licensee with credentials that allow access to the API.

    3.2 The Licensee agrees to use the API in such manner that it is evident to end users that they grant the Licensee's Application or Website access to their trip itineraries. Furthermore the Licensee will provide means to end users to revoke their permission to access their trip itinerary data and, upon revocation, remove all copies of cached and stored trip itinerary data from the Licensee's servers.

    3.3 The Licensee will issue the requests to access the API solely in response to end user action or, in the case of periodic requests without immediate action by end user, according to explicit end user preferences.

    3.4 The Company reserves the right to limit the number of the API requests served to the Licensee in a given time period to ensure the equal access by all Licensees and end users. The Licensee will execute caution to issue the API requests in a manner that doesn't deliberately overload the Site.

  4. License and Intellectual Property

    4.1 The Company hereby grants to the Licensee a nonexclusive, nontransferable license ("the License") to use the Resources (the Widgets, the Buttons and the API) as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

    4.2 The Company retains all right, ownership, and interest in the Resources and in any copyright, trademark, or other intellectual property in the Resources. Nothing in this Agreement shall be construed to grant the Licensee any rights, ownership or interest in the Resources or in the underlying intellectual property, other than the rights to use the Resources granted under the License, as set forth in Sections 1, 2 and 3.

  5. Relationship of the Parties.

    5.1 This Agreement shall not be construed to create any employment relationship, agency relationship, partnership, or joint venture between the Company and the Licensee. The Licensee shall provide services for the Company as an independent contractor. The Licensee shall have no authority to bind the Company into any agreement, nor shall the Licensee be considered to be an agent of the Company in any respect.

    5.2 The Licensee understands and agrees that this Agreement with the Company is non-exclusive. The Company reserves the right to allow one or more additional Licensees including but not limited to the same geographic area and similar content.

    5.3 While the Company maintains affiliate relationships with other persons or entities, this Agreement does not confer any sub-affiliate obligations, rights or privileges to the Licensee. In other words, no promotional materials that the Company obtains from other persons or entities as part of the Company's affiliate relationships shall be passed on the Licensee or displayed by the Resources.

  6. Compensation.

    6.1 The Company will share with the Program Licensees the revenue from sources that allow tagging or otherwise identifying end users for the purpose of associating revenue with a specific end user. The Company is under no obligation to share revenue that cannot be associated with specific end users either because of technical inability or because an agreement between the Company and the entity governing the revenue source precludes it. The Company is free to select the revenue sources as it sees fit with no influence from the Licensee.

    6.2 In exchange for the Licensee’s display of the Resources, and for the Licensee’s compliance with and performance of the terms and conditions of this Agreement, the Company shall pay to the Licensee a commission ("the Commission") calculated as a share of the revenue earned by the Company from actions of all end users (i) who used the Resources placed on the Licensee's website to add the Qualifying Stops (as defined in Section 6.4) to their trip itineraries and (ii) whom the Company can reasonably identify as performing revenue generating actions.

    6.3 The Company will assign the Licensee's website a value based on performance ("the Multiplier") that will be used when calculating the Commission. The minimum value of the Multiplier is 1 (one). The starting value of the Multiplier for the Licensee's website is 1 (one). The Company may make a separate agreement with the Licensee to specify conditions the Licensee will have to meet to increase value of the Multiplier.

    6.4 The Commission accrued to the Licensee is calculated by adding the Licensee's shares of revenue from all end users who had in the preceding 365 days added the Stop attributed to the Licensee by use of the Unique Identifier to any of their trip itineraries ("the Qualifying Stop"). For each end user with one or more Qualifying Stops the Company will determine the set of all websites and applications including but not limited to the Licensee's website or application and the Site that contributed to this end user trip itineraries ("the Data Sources") in the preceding 365 days.

    The Licensee's share of revenue from this end user is R multiplied by M and divided by T, rounded to USD $0.01, where:

    • R is the revenue generated for the Company by the end user who has added the Qualifying Stop to any of their trip itineraries;

    • M is the Licensee's website Multiplier; and

    • T is the sum of multipliers, one for each distinct Data Source that contributed to any of this end user's trip itineraries in the preceding 365 days.

  7. Payment Terms and Reporting

    7.1 The Company shall keep accurate and up-to-date records of the data used to determine the total amount of the Commissions owed to the Licensee. Upon request the Company will provide the Licensee with an earnings summary and report on the number of the Qualifying Stops and the Commissions earned by the Licensee.

    7.2 Each month the Company will calculate the Commissions and shall pay all Payable Commissions to the Licensee within 30 days after the end of the month in which the Commission becomes a Payable Commission. If in any month, the amount of total Commissions accrued is less than the Minimum Payment, then such accrued balance shall be held over to the following months and paid together with the Commissions due for the month in which the total accrued Commissions reach the Minimum Payment.

    7.3 Payment of the Payable Commissions is made via the Licensee PayPal account.

    7.4 All determinations of the Licensee's share of revenue and whether the Commission is payable will be made by the Company and will be final and binding.

    7.5 The Company shall not be responsible for any taxes owed by the Licensee arising out of the Licensee’s relationship with the Company as set forth in this Agreement. In no cases will any additional compensation be paid to the Licensee for taxes.

    7.6 The Company shall not withhold any taxes from the Commissions paid to the Licensee unless required by law. If the withholding of any tax is required in respect of any payment to the Licensee, the Company will:

    • withhold the applicable amount from such payment; and

    • pay such amount to the relevant authorities in accordance with any applicable laws.

  8. Licensee’s Rights and Obligations

    8.1 The Licensee represents and warrants that the Licensee has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

    8.2 The Licensee represents and warrants that the Licensee’s websites and applications shall not violate Spamming Regulations, public policy and morals, and does not contain any materials that are:

    • Sexually explicit, obscene, erotic or pornographic;

    • Of religious or political nature;

    • Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, extremist, abusive or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

    • Graphically violent, including any violent video game images; or

    • Solicitous of any unlawful behavior.

    8.3 The Licensee has obtained any necessary clearances, licenses, or other permission for any intellectual property used on the Licensee’s website. Nothing on the Licensee’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does the Licensee have any reason to believe that any person or entity will bring or threaten such a claim in the future.

    8.4 The Licensee agrees not to engage in any action that will undermine the calculation of compensation as defined in section 6, including but not limited to:

    • The Licensee will not instruct end users who have no intention to add Stops to their trip itineraries to click on buttons or links that add Stops;

    • The Licensee will not attempt to add Stops to the end user trip itineraries without that end user consent (that is without the end user clicking on a clearly labeled link or button);

    • The Licensee will not manipulate domain names of URLs used to determine the Data Sources with the purpose of inflating the number of distinct Data Sources associated with the Stops;

    • The Licensee will not manipulate the domain name of the Licensee website with the purpose of inflating the number of distinct Data Sources associated with the Stops;

    • The Licensee will neither acquire nor use more than one Unique Identifier per website.

    8.5 The Licensee will not use the Resources in any manner other than those set forth in Section 1, 2 and 3 above.

    8.6 The Licensee will not make any claim to ownership of the Resources, or of the copyright, trademark, or other intellectual property therein.

    8.7 The Licensee will not use the Company’s name LEWYHALS or the Site's name Furkot (or any name that is confusingly similar to either name) for any purpose on its website and application, in its promotional materials, or in any other context except to promote the Company and the Site as specified in this Agreement. The Licensee will not register any domain name that incorporates the Company’s or the Site's name, or that is confusingly similar to either name.

    8.8 Licensee will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing the Company or the Site.

    8.9 Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the Licensee of its obligations under this Section 8, the burden of proof is carried by the Licensee. In other words, the Company carries the benefit of assumption and the Licensee needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.

    8.10 During the term of this Agreement (and continuing thereafter in respect of the Company and the Site names and the Widgets) the Licensee shall promptly comply at its own cost with any request made by the Company to adhere to and comply with this Section 8.

    8.11 The Licensee agrees and acknowledges that pending any compliance or implementation of the reasonable requests made by the Company or in the event that the Licensee does not promptly comply with or adhere to all such requests of the Company under or pursuant to this Section 8, the Company shall be entitled to postpone its obligations under this Agreement or immediately terminate this Agreement.

    8.12 In the event of a breach of the covenants, undertakings, restrictions, obligations and/or warranties set out under this Section 8 by or attributable to the Licensee, the Company shall be entitled to exercise the following actions and rights, notwithstanding the remedies and actions for specific performance, damage compensation or injunctive or equitable relief available by law or contract:

    • suspension of its (payment) obligations under or termination of this Agreement with immediate effect;

    • in the event of the use of a Similar Domain Name (or ownership or registration by the Licensee of a website with a (confusingly) similar domain name as owned or used by the Company) and a repeated and/or material breach of Section 8, the Licensee shall transfer, assign and register the Similar Domain Name (including the website(s) with a (confusingly) similar domain name) to and in the name of the Company through a domain name registrar company of the Company's choice to be completed within 20 business days after the occurrence of a breach. In the event the Licensee does not (cooperate with and effectuate the) set over, assignment and transfer (of) the relevant domain names, the Licensee hereby irrevocably and unconditionally authorizes, empowers and gives a power of attorney to and in favor of the Company to sign and/or execute all documents that are necessary or useful in relation to or required for the assignment, registration, set over and transfer of the domain names to and in the name of the Company.

  9. Indemnification and Limitation of Liability

    9.1 Licensee shall indemnify the Company and hold harmless the Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of the Licensee’s warranties set forth in Section 6 above. The Licensee shall also indemnify and hold harmless the Company for any damage, loss or other cost arising out of the use or misuse by the Licensee of the Resources.

    9.2 The Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether the Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Resources, or other performance of services under this Agreement.

  10. Confidentiality

    10.1 Any information that the Licensee is exposed to by virtue of its relationship with the Company under this Agreement, which information is not available to the general public, shall be considered to be "Confidential Company Information." The Licensee may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless the Licensee obtains prior written consent for such disclosure from the Company.

  11. Termination

    11.1 This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 11.

    11.2 Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party prior to the intended date of termination.

    11.3 If the Licensee or the Company voluntarily terminates this Agreement, then any accrued and payable Commissions owing to the Licensee in the excess of USD $5.00 will be paid within 30 days of the termination date regardless of amount unless the Company terminated this Agreement due to the material breach of its terms by the Licensee. The Company may indefinitely withhold any accrued and payable Commissions owing to the Licensee who breaches the terms of this Agreement.

    11.4 Any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

  12. General

    12.1 This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Wyoming. Any action to enforce this Agreement shall be brought in the federal or state courts located in the state of Wyoming.

    12.2 This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

    12.3 If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

    12.4 The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

    12.5 The Company may amend this Agreement at any time with immediate effect by posting the new agreement on the Site. The Licensee will be bound to the terms of the amended Agreement at the time it is posted on the Site. If the Licensee does not agree with any amended terms of this Agreement, the Licensee may elect to terminate the Agreement in accordance with section 11. The Licensee will be able to view the current version of this Agreement at the following URL address: http://help.furkot.com/widgets/license-agreement.html

    12.6 This Agreement constitutes the entire agreement between the Company and the Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

This document was last modified on 2017/05/08