AFFILIATE TERMS AND CONDITIONS

Introduction

GuruWalk S.L., with legal address in Calle Floresta 26, 2, 46022, Valencia, and CIF B-98958648 (collectively referred to herein below as “GuruWalk”), owner of the website www.guruwalk.com (collectively referred to herein below as this “Website”), is a company that provides services to promote free tours in different parts of the world for those users who are interested in contracting said service.

1.- Objective

The objective of the following Agreement is to regulate the conditions in virtue of those people physical or juridical (referred to herein below as the “Affiliate”) promoted through links, banners, widgets, or any other type of resource facilitated by GuruWalk; by way of its Web pages, the services for reserving activities that are touristic, excursions, guided visits, and promotions that have been moved by GuruWalk on the Website, in exchange for a determined commission.

Adhering to the affiliate program from GuruWalk, implies previous acceptance of the following General Conditions by way of the sign-up form for Affiliates properly completed on the Website. After completing and sending the sign-up form, the Affiliate will receive an email from GuruWalk informing him/her of the acceptance or decline of his/her sign-up form, without needing to mediate any justification in regards to the decision taken.

Membership to the affiliate program is totally free and there is no cost for any permanence.

2.- GuruWalk’s Rights and Obligations

2.1 GuruWalk has the following rights:

(i) GuruWalk may suspend or cancel the Affiliate account, as well as withhold the commissions obtained if the Affiliate account shows patterns of manipulation of the commission system or any other indication that suggests suspicious or negligent conduct in the use or management of your account.

(ii) GuruWalk can monitor the Affiliate Web Pages to ensure that the HTML links are correct. If they are not, GuruWalk will notify the Affiliate of the changes it must make so that within 7 calendar days, from the notification of GuruWalk, the Affiliate will make the requested changes. Non-correction by the Affiliate will result in the suspension of this Agreement.

2.2 GuruWalk assumes the following obligations:

(i) Once your application has been approved, GuruWalk must register the Affiliate account and facilitate access.

(ii) Provide the Affiliate with access and download of the available promotional material and HTML and URL links that will allow the user to be identified and their purchases on the GuruWalk Website.

(iii) Register in your account to the Affiliates to carry out a continuous follow-up of the transactions that they carry out, making available to them the reports or summaries related to the movements that occur in this regard.

(iv) Pay the Affiliate the commission under the terms established in section 4 of these General Conditions.

3.- Affiliate’s Rights and Obligations

3.1 The Affiliate will have the following rights:

(i) Use the brand, logo and other promotional products of GuruWalk on its Website in the terms and limits set forth in these General Conditions.

3.2 The Affiliate assumes the following responsibilities:

(i) The Affiliate declares that all information provided to GuruWalk is true and correct and that, in case of any change, it will be updated.

(ii) The Affiliate must duly guard his password and access password to his Affiliate area, so he will be solely responsible for its use by third parties. The Affiliate must immediately ask GuruWalk to change his password and password if he suspects that they could have been stolen or used by a third party without his consent. In this regard, the Affiliate disclaims any liability to GuruWalk for the damages that this improper use may cause.

(iii) The Affiliate is responsible for its Website (s) and its content and must comply with all applicable laws and regulations, including regulations regarding privacy and data protection. In this sense, the Affiliate declares that his / her Web Page / s have all the legal texts required by current regulations and that the content of said texts complies with all the legal provisions required by law.

(iv) The Affiliate will use the promotional material only and exclusively to direct its visitors and / or customers to the GuruWalk Website. For these purposes, the Affiliate will only use the designs and materials that are currently in the area of affiliates (banners, images, logos) without being able to modify or alter their design, color or size. Therefore, you must use the material that is available at any time in the affiliate area.

(v) The Affiliate guarantees that the content on his / her Web Page / s belongs to him or that his owner has given him permission to publish it on his / her Web Page / s. It also guarantees that the information and content of your Web Page / s do not infringe any third party rights, including the intellectual property rights of third parties, and that the information and content of your Web Page / s are not, nor will be for as long as this Agreement remains in force, offensive, prohibited or questionable in any way. Some examples of this type of content are, by way of example only, pornographic and sexual content, violent, racist, degrading, inciting hatred and promoting illegal activities (such as the use of narcotic substances, the purchase of weapons, sexual violence, among others).

(vi) You must not generate or contribute to generating, Artificial Traffic on the GuruWalk Website.

(vii) If the Affiliate acts in any way that is considered fraudulent or illegal or if it generates or attempts to generate Artificial Traffic to the GuruWalk Website or does not comply with the applicable policies, GuruWalk may, in addition to terminate this Agreement and make use of any other resource available to GuruWalk under this Agreement and current legislation, cancel any commission payments owed to you, including commissions earned but still pending payment.

(viii) The Affiliate will be solely responsible for the development, operations, and maintenance of its web pages and all the materials that appear on them.

(ix) The Affiliate may only open accounts in his/her own name and interest. Likewise, it is prohibited to transfer existing accounts in favor of a third party, as long as there is no express written authorization from GuruWalk.

(x) The Affiliate undertakes to maintain a constant promotional activity in order to periodically refer new clients to GuruWalk. In this sense, you must publish continuously and prominently the links that GuruWalk has provided to you, on all of your Web Pages.

(xi) The Affiliate will not be able to buy or register keywords in Google Adwords, search for terms or other identifying elements to use in any Internet search engine, portal or any other search or referral service of clients that are identical or similar to the registered trademarks by GuruWalk.

(xii) The Affiliate may not use the brand or any promotional material of GuruWalk suppliers and customers without written authorization.

4.- Commissions

4.1 Financial Calculation

GuruWalk will pay the Affiliate a fixed amount based on the net income obtained by the client referred from the GuruWalk Affiliate website. A referred client will be understood as any person who visits the Affiliate Website / s, click on the link on the GuruWalk Website and make one or more reservations for the services offered on GuruWalk directly.

The commission will be calculated on the basis of the net income generated in the previous month and applying the following percentages: (i) € 1.00 (VAT included) for each walker (person) that you book on a tour with the PRO tag and who does the tour.

  • Reservation completed. You have to wait for the traveler to take the free tour and for the guru (local guide) to confirm the assistance for the reservation to be counted.
  • No shows * will not be counted as a completed reservation.

*No show: a tourist who reserves a tour but doesn’t do the tour.

Sales made to a referred client during the 30 calendar days following the access of the client referred to the GuruWalk Website (through a 30-day cookie) will be recognized in favor of the Affiliate.

That is, GuruWalk will insert a cookie on the referred client when he/she first accesses the Website, so if the client returns to the Website within 30 calendar days to reserve the services of GuruWalk, the commission will be recognized and paid to the Affiliate.

4.2 Payment and billing method

The form of payment and billing will be subject to the following conditions:

(i) The commissions will be paid the month following the provision of the referred customer service.

(ii) By accepting this Agreement, the Affiliate expressly consents to the "self-billing" system, implemented by GuruWalk, under which GuruWalk will create the invoice in his name and pay him based on said invoice, in accordance with the benefits obtained by the Affiliate. The VAT or taxes that apply (if applicable) will be added to the remuneration shown in the affiliate panel.

(iii) Therefore, in accordance with the foregoing, the Affiliate authorizes GuruWalk to issue the corresponding invoices in relation to the transactions generated by the Affiliate.

(iv) Any amount less than € 30 that has to be paid by bank transfer, will only be paid when the total accumulated amount exceeds € 30. For all other commission amounts less than € 30 will be transferred the following month and will only be paid when the accumulated amount exceeds € 30.

(v) The Affiliate will assume the expenses derived from the bank transfer, with a minimum of € 2 per transfer, as well as the responsibility for damages caused to GuruWalk as a result of providing incorrect or insufficient bank data by the Affiliate.

(vi) Payments will be made in Euros.

(vii) The Affiliate will assume the payment of all taxes, fees, insurance and similar expenses derived from the payments made in his favor by GuruWalk.

(viii) The Affiliate will have access in the affiliate panel to all the information related to the sales that have been made to the referred clients, what services have been sold or the date of payment of the commissions.

5.- Agreement Duration

This Agreement will enter into validity at the moment in which the Affiliate receives the notification of approval of his/her application for membership and will have a duration of one year tacitly renewable for equal periods, provided that neither party notifies in writing its termination 30 calendar days before the end of the Agreement.

Notwithstanding the foregoing, GuruWalk will have the right to resolve it at any time and without prior requirement to the affiliate, in the event that he fails to comply with any of the obligations set forth herein.

Once the Agreement is terminated by any of the parties, the Affiliate will lose the right to commission for the referred clients, however, he/she will be responsible for each and every one of the operations carried out until the date of termination. Likewise, you will be obliged to return all promotional material, refraining from that moment of using the trademarks or any other intellectual property rights that you have enjoyed so far by reason of this Agreement. Likewise, it will immediately return any type of confidential information to which it has been able to access under this Agreement and will refrain indefinitely from publishing or disclosing it.

6.- Termination of Agreement

This Agreement may be resolved at any time in the following cases: (i) by mutual agreement; (ii) at the request of GuruWalk if more than SIX (6) months have elapsed without the Affiliate referring a new client; (iii) for accrediting GuruWalk that the Website (s) include, in its opinion, inappropriate or inappropriate content or that may violate or transgress any type of personal or material right recognized by current legislation. Likewise, those that are aimed at children and / or minors, those that incorporate pornography or other sexual acts of an illegal nature, those that promote violence, racial, sexual or religious discrimination, xenophobia, discriminate or ridicule physical disability , sexual orientation or age and those that, in general, promote illegal activities or that violate the rights of a third party, either individually or collectively.

The resolution of the Agreement will inevitably entail, in an enunciative and non-limiting manner, the following effects: (i) automatic and definitive cancellation of the affiliate account; (ii) payment, if applicable, of commissions pending collection, regardless of their amount; (iii) loss of the right to receive in the future the commissions of the clients referred to so far; (iv) obligation to remove from your Web Page / s any type of GuruWalk promotional material by abstaining the Affiliate from that moment to use the brands or any intellectual property rights that he has enjoyed so far because of this Agreement . Likewise, it will immediately return any type of confidential information to which it may have had access.

7.- Responsibility and Guarantee Exclusion

The Affiliate will be responsible for the following responsibilities:

(i) The Affiliate will be responsible for ensuring that his / her Web Page / s complies with current legislation and regulations and, in particular, all that protects rights such as those relating to the consumer, privacy and the image or the treatment of personal information.

(ii) The Affiliate will be solely responsible for the development and maintenance of its Website (s) and all its content.

Except for cases of malicious or negligent action, GuruWalk's total financial responsibility, whether contractual, extra-contractual or of any other kind, will be limited to the total amount paid as commissions by clients referred under the coverage of this Agreement.

The Affiliate undertakes to keep GuruWalk unharmed with respect to any claim, penalty, damage, liability and / or expenses in relation to any violation of these General Conditions and, in general. of the legislation applicable to this Agreement.

8.- Binding Nature of the Parts

No provision of this Agreement will result in or be construed to have resulted in the establishment of a working relationship, as an employer and employee, between GuruWalk and the Affiliate.

9.- Safeguard and modification of the general terms and conditions of this Agreement

If any section of this Agreement is declared void or ineffective, the rest of the Agreement will remain unchanged in the agreed terms. Regarding the affected condition, it will be considered as not set and will be rewritten in the terms that are closest to the intention initially pursued.

If any section of this Agreement is declared void or ineffective, the rest of the Agreement will remain unchanged in the agreed terms. Regarding the affected condition, it will be considered as not set and will be rewritten in the terms that are closest to the intention initially pursued.

10.- Protection of Personal Data and Cookies

10.1 Data Protection.

Both Parties guarantee compliance with Organic Law 15/1999, of December 13, on Data Protection and Royal Decree 1720/2007, of December 21, which approves the Regulations for the development of Organic Law 15/1999 , of December 13, on Data Protection with respect to personal data to which they may have access by the actions carried out under this Agreement. Specifically, the Affiliate guarantees that its Web Page / s are correctly adapted to these regulations.

10.2 Cookies.

The Affiliate undertakes to comply with the applicable regulations in relation to the use of cookies in the content published on its Website. In this sense, the Affiliate will have the obligation to inform and obtain the consent of the users regarding the analytical and / or advertising cookies that are found on their Website. The Affiliate will exempt GuruWalk from any sanction or claim derived from a breach of the Law of Services of the Information Society and Electronic Commerce (LSSI) or other complementary norms. Obtaining informed consent must be carried out in any case following the guidelines established by the Guide on the use of cookies by the Spanish Agency for Data Protection.

11.- Intelectual Property Rights

GuruWalk owns or is licensed to use all Intellectual Property Rights and other rights related to the GuruWalk service. Under this Agreement the Affiliate does not acquire any right or license except the right to install links, banners, widgets or any other resource provided by GuruWalk on the Linked Web Pages, in accordance with the terms of this Agreement.

12.- Confidentiality

All information that the Parties exchange under any format or medium will be treated by the Party that receives them with absolute confidentiality, obliging them not to disseminate them, deliver them or transfer them to any title or make use of them for purposes other than those agreed in this Agreement, with the exception of those requirements that are issued by a judicial or administrative authority with the corresponding legal coverage. This commitment will remain unchanged after the termination of the Agreement.

13.- Termination of rights and obligations

The Affiliate may not assign its position in this agreement without having obtained the prior written consent of GuruWalk. However, GuruWalk may assign, in whole or in part, the rights and obligations it holds under this Agreement, communicating it in writing to the Affiliate.

14.- Communications

Communications between the parties will be made in writing via email or by any other means by which the receipt and the content of the communication is recorded.

15.- Applicable Law and Competent Jurisdiction

This Agreement is governed by Spanish law. The Parties expressly submit to the jurisdiction of the Courts and Tribunals of the city of Valencia.