DEAL ARBITRAGE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MARKETROO LIMITED, trading as ONLINE ARBITRAGE DEALS.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming a Deal Arbitrage Client. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Online Arbitrage Deals/BookableVA.com, and “you,” “your,” and “yours” refer to the Deal Arbitrage Client.
Deal Arbitrage Client Obligations
2.1. We may reject your application at our sole discretion. We may cancel your application if we determine that your sourcing practices are unsuitable for our Programme.
2.2. We may at any time refuse to accept your deals and ask you to leave the platform. We do not have to provide any reason and your continued participation in our programme is entirely at our discretion.
2.3 If you behave in a way that means we choose to ban you from our programme, you may consider that ban for life and you may not attempt to sign up under a different name. This will be considered fraudulent.
2.4 You may not use affiliate links – we will ask you to leave the platform immediately.
Online Arbitrage Deals/BookableVA.com Rights and Obligations
3.1. Online Arbitrage Deals/BookableVA.com reserves the right to terminate this Agreement and your participation in the Online Arbitrage Deals/BookableVA.com Deal Arbitrage Programme immediately and without notice to you should you commit fraud in your use of the Online Arbitrage Deals/BookableVA.com Programme or should you abuse this programme in any way. If such fraud or abuse is detected, Online Arbitrage Deals/BookableVA.com shall not be liable to you for any commissions for such fraudulent deals.
3.3. This Agreement will begin upon our acceptance of your Deal Arbitrage application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice should be in the form of email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and Online Arbitrage Deals/BookableVA.com’s Deal Arbitrage Programme rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Online Arbitrage Deals/BookableVA.com’s Deal Arbitrage Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Online Arbitrage Deals/BookableVA.com may use third party software to help us track your deals and will use PayPal to pay you your commission.
Access to Deal Arbitrage Account Interface
You will be provided with a login and password so that you may enter our Deal Arbitrage account interface.
Grant of Licenses
We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through our Deal Arbitrage interface solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Online Arbitrage Deals/BookableVA.com’s Deal Arbitrage Program. You agree that all uses of the Licensed Materials will be on behalf of Online Arbitrage Deals/BookableVA.com and the good will associated therewith will inure to the sole benefit of Online Arbitrage Deals/BookableVA.com.
Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
ONLINE ARBITRAGE DEALS/BOOKABLEVA.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ONLINE ARBITRAGE DEALS/BOOKABLEVA.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ONLINE ARBITRAGE DEALS/BOOKABLEVA.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ONLINE ARBITRAGE DEALS/BOOKABLEVA.COM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Online Arbitrage Deals/BookableVA.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Deal Arbitrage trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Online Arbitrage Deals/BookableVA.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.