WEBSITE INTEGRATION WITH 10% REVENUE SHARING. TERMS AND CONDITIONS.
By submitting the registration form requesting website integration you are bound by the terms and conditions set forth below (the "Agreement"). Submitting a registration form does not guaranty approval. VisaHQ.com, Inc., a Virginia corporation ("VisaHQ"), reserves the right to decline any application in its sole determination. This Agreement may be amended from time to time without prior notice. You hereby confirm that you have read this Agreement, that you understand the terms and conditions contained herein and that you, and any organization you represent, agree to be bound by this Agreement.
VisaHQ shall provide a secure passport and travel visa ordering website plug-in (the "Ordering Plug-in") intended for use on your website to allow your website users, clients and customers (the "End Users") to procure passport and travel visa application services from VisaHQ (the "Services"). The Services shall be contracted directly between the End Users and VisaHQ in accordance with the Terms of Service published in the relevant jurisdiction.
This Agreement shall be effective as of VisaHQ’s acceptance of your submitted registration form (the "Effective Date").
- 1. License.
- 1.1. License to You. During the term of this Agreement, VisaHQ hereby grants to you: (a) a non-exclusive non-transferable license to the Ordering Plug-in; (b) a non-exclusive non-transferable license to use, reproduce, publish and display the VisaHQ’s Marks (as defined below) on your website in support of the Services, including the right to include on your website hypertext links to VisaHQ’s website at http://www.visahq.net.
- 1.2. License to VisaHQ. During the term of this Agreement, you hereby grant to VisaHQ a non-exclusive non-transferable license to use, reproduce, publish and display your Marks (as defined below) on VisaHQ’s website in support of the Services.
- 1.3. "Marks" shall mean all proprietary indicia and designations of origin, trademarks, trade names, trade dress, service marks, service names, symbols, logos and other distinct brand elements that appear from time to time in properties, products, ventures and services of the parties, together with any modifications to the foregoing made during the term of this Agreement.
- 2. Revenue sharing and Payments.
- 2.1. Calculation of Fees. Under this Agreement you are entitled to a fifteen percent (10%) "Performance Fee" of all net revenue connected by VisaHQ from End Users for Services contracted through the Ordering Plug-in. There is no Performance Fee paid for any Services order that is deleted, recalled and/or cancelled or subject to charge backs. Accordingly, for purposes of calculation, allocation, and distribution or retention of the Performance Fee "net amounts" will be used. Net amounts collected will be less discounts, credits, refunds, charge backs, sales taxes, or similar items. VisaHQ shall maintain accounting records, in accordance with generally accepted accounting principles, to support and document the Performance Fees payable or subject to offset in connection with this Agreement.
- 2.2. Timing and Payment. The Performance Fee will be calculated on a monthly basis and subject to annual reconciliations, as and if applicable, and paid in arrears net thirty (30) days after each month end.
- 2.3. Taxes and Other Payments. Each party is responsible for complying with the collection, payment, and reporting of all taxes imposed by any governmental authority applicable to its activities in connection with this Agreement. None of the parties is responsible for taxes that may be imposed on the other party.
- 3. Obligations of Parties.
- 3.1. Mutual Support. The parties shall use their reasonable efforts to support each other in marketing of the Services. In all advertising and promotion of the Services, you shall comply with VisaHQ’s standard cooperative advertising policies as specified from time to time by VisaHQ.
- 3.2. Ownership. VisaHQ shall retain all rights, title, and interest in and to all intellectual property rights embodied in or associated with the Ordering Plug-in, the Services, and VisaHQ’s Marks, and you hereby assign any rights, title, and interest thereto not retained by VisaHQ.
- 3.3. Customer Support. VisaHQ shall have sole responsibility for End User support, including but not limited to invoicing, payment collection, End User dispute resolution, and any other matter concerning the delivery of Services by VisaHQ to the End Users.
- 4. Mutual Indemnification. Each party shall indemnify and hold the other harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees) which it incurs as a result of any third party claim based on any breach of any representation or warranty, obligation covenant or agreement by such party under this Agreement.
- 5. Term and Termination. This Agreement shall commence as of the Effective Date and shall continue in effect until terminated. Either party may terminate this Agreement at any time upon written notice. Upon termination of this Agreement: (a) you shall immediately to disable and remove the Ordering Plug-in from your website; (b) each party shall immediately cease any use of the other’s Marks; and (c) VisaHQ shall continue to distribute to you the Performance Fee, in a practice consistent with Section 3 hereof, for any End Users who contracted for Services prior to the termination of this Agreement. Any and all provisions of this Agreement that require or contemplate performance after the termination of this Agreement shall survive the termination of this Agreement and shall remain enforceable.
- 6. Warranty. Any and all commitments, indemnities and other terms and conditions offered by VisaHQ to the End Users with respect to the Services are made directly by VisaHQ to the End Users and do not extend to you. Accordingly, you disclaim to the fullest extent authorized by law any and all warranties, whether express or implied, including, without limitation, any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.
- 7. Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, TO THE FULLEST EXTENT ALLOWED BY LAW, VISAHQ’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS DUE BY VISAHQ UNDER SECTION 3 HEREOF, IF ANY.
- 8. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, USA, without reference to conflicts of law rules and principles.
- 9. Compliance with Law. The parties shall comply with any and all applicable laws, rules and regulations of the governmental authorities concerned.
- 10. Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.
- 11. Binding Arbitration. All disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved solely and exclusively by binding arbitration to be conducted before the McCammon Group or its successor (the "Arbitrator"). The arbitration shall be held in Arlington, Virginia before a single arbitrator. Each of the parties hereto irrevocably and unconditionally consents to the exclusive jurisdiction of the Arbitrator and each party further irrevocably waives any objection to proceeding before the Arbitrator based upon lack of personal jurisdiction or to the laying of venue.
- 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter.
- 13. Amendment to the Website Integration Terms and Conditions. This Agreement may be amended from time to time without prior notice. The most current version of this Agreement may be found at https://visahq.net/websiteintegration. Your continued use of the Ordering Plug-in binds you to any amendments to this Agreement.
Revised: Oct 25, 2016