Integration Terms of Service

REFERRAL FEE TERMS AND CONDITIONS

These Referral Fee Terms and Conditions (the “Agreement”) govern Saber Applications, Inc.’s (“Saber”) payment of referral fees to individuals (each, a “Finder”) who incorporate Saber’s application programing interface (“API”) on their websites.  This Agreement is effective the date [you integrate the API onto your website] (the “Effective Date”).  Saber and Finder are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

IF YOU DON’T NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT ENTER INTO OUR REFERRAL PROGRAM.

  1. Duties of Finder.

    1. Duties. Finder shall install the API on its website. Finder shall not make any representations regarding the Saber’s goods, services or business, other than as expressly authorized in writing by the Saber. Finder shall not in any manner represent to any prospective customer or any other party that Finder is authorized to act on Saber’s behalf. Finder’s duties under this Agreement shall be limited solely and exclusively to locating prospective customers and introducing them to the Saber via the API.

    2. Finder’s Expenses. Any expenses incurred by Finder in connection with the discharge of Finder’s duties under this Agreement shall be paid by Finder. Saber shall have no obligation to reimburse Finder for any expenses incurred by Finder in performing this Agreement unless Saber specifically agrees otherwise in writing.

    3. Finder’s Representations and Warranties. Finder hereby represents and warrants to Saber that Finder’s performance under this Agreement (i) will not violate any applicable law, rule, regulation or judicial order, or violate any contractual obligation or confidential relationship which Finder may have to or with any third party (ii) will not violate any proprietary rights of third parties including, without limitation, patents, copyrights or trade secrets, and (iii) any information Finder may supply to Saber or utilize with respect to performing its duties hereunder will have been obtained by Finder lawfully.

  2. Finder’s Compensation.

    1. Finder’s Fee. For all new customers referred through Finder’s website, Finder shall receive five percent (5%) of the net revenue received by Saber from the referred customer (the “Finder’s Fee”).

    2. Payment of Finder’s Fee. Saber shall track all referred customer sales through the API and shall pay Finder within 30 days from the end of the previous month of sales.

  3. Obligations of Saber. Saber shall be under no obligation whatsoever to proceed with any referral provided by Finder. At all times Saber shall have sole and absolute discretion with respect to entering into any negotiations and agreements with prospective customers.

  4. Non-exclusivity. During the term of this Agreement Saber may engage any other firms and/or individuals to act as a finder with respect to the sale of any of Saber’s goods or services.

  5. Confidentiality. Finder acknowledges and agrees that by reason of its relationship to Saber hereunder, it may have access to certain information and materials that are confidential and proprietary to Company. “Confidential Information” shall mean information relating to Saber’s products, services, business and operations. Finder shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, representatives and agents who have a need to know such Confidential Information in order to fulfill the Finder’s duties contemplated by this Agreement. Finder shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees, representatives and agents. Finder agrees not to use the Saber’s Confidential Information for its own purpose or for the benefit of any third party, without the prior written approval of Saber. Finder shall promptly return all copies of Confidential Information at any time upon request by Saber or within ten (10) days following the expiration or earlier termination of this Agreement.

  6. Indemnification. Each Party (the “Indemnifying Party”) will indemnify, defend, and hold the other Party, its respective shareholders, officers, directors, administrators, managers, personnel, successors and assigns (each, an “Indemnified Party”) harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys’ fees, that arise out of or relate to (a) the gross negligence, willful misconduct or fraud of the Indemnifying Party; (b) the Indemnifying Party’s breach of any obligation, representation or warranty under this Agreement; or (c) the failure by the Indemnifying Party to comply with any applicable laws, rules and regulations. For purposes of this section, the acts or omissions of a Party’s employees, consultants, subcontractors, agents and representatives shall be deemed the acts or omissions of that Party.

  7. Limitation of Liability. EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

  8. Term; Termination.

    1. Term. This Agreement shall commence on the Effective Date and continue until otherwise terminated under this Section 8.

    2. Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured after fifteen (15) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching party. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination.

    3. Termination for Convenience. Either Party may terminate this Agreement at any time with or without cause by i.) in the case of Saber, removing Finder’s access to the API; or (ii) in the case of Finder, by removing the API from its website.

  9. Relationship of the Parties. Finder and any of its employees or personnel performing any services under this Agreement are independent contractors and are not employees of the Saber. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind on behalf of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents.

  10. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Washington, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in King County, Washington. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

  11. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

  12. Assignment; No Third Party Beneficiaries. The Finder may not assign this Agreement nor any of its obligations hereunder without the express written consent of the Saber. Any assignment without such consent shall be null and void.  Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, permitted assigns and legal representatives of the Parties. There are no third party beneficiaries to this Agreement.

  13. Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

  14. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

  15. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

  16. Entire Agreement; Modification; Rights Cumulative. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements or communications between the Parties, whether written, oral, electronic or otherwise. The express terms of this Agreement control and supersede any course of performance or usage of the trade inconsistent with any of the terms of this Agreement. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.


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