Affiliate Letter of Agreement with DinnerBroker

This confirms the terms of our agreement whereby you (the "AFFILIATE") will market restaurant reservations of DB and its designated affiliates ("DB") via the Internet in return for a commission.

1. DB will allow AFFILIATE to participate in the DB Affiliate Program under the terms defined herein.
2. The AFFILIATE will market for DB by establishing links from the AFFILIATE's website to DB's website, and is authorized by DB to promote and convey orders for restaurant reservations subject to terms and conditions.
3. DB shall offer its restaurant reservations to the AFFILIATE at the same rates it offers these services to the public and the AFFILIATE shall sell services at such rates.
4. DB shall make available to the AFFILIATE a graphic image link which AFFILIATE shall display on its site and which shall link the AFFILIATE site to DB’s site. By utilizing this link, visitors to AFFILIATE'S site will be able to book any reservation available on the DB site. DB shall provide AFFILIATE with a unique URL to track activity, and the link shall be directed to this unique URL. The AFFILIATE and DB may agree to utilize a text link or order link and such links shall be directed to this unique URL.
5. The AFFILIATE shall have the option to co-brand the site by providing artwork to DB so that the site has the look and feel of the AFFILIATE'S site. If the AFFILIATE elects this option, DB shall provide the AFFILIATE with the specifications for such art, AFFILIATE shall provide such art to DB and DB shall build the co-branded pages using such art.
6. The AFFILIATE acknowledges that DB is expending funds and devoting resources to facilitate sales for the AFFILIATE and in consideration for these expenditures, the AFFILIATE agrees to exercise best efforts to promote restaurant reservations on the AFFILIATE'S site.
7. DB shall pay the AFFILIATE a commission of $1 for all reservations made and subsequently completed (net of cancellations and no-shows) through the AFFILIATE's link to site. Commission shall be paid monthly. However, if commissions are less than $25 in any month, DB reserves the right to accrue payments until these accrued payments exceed $25 at the end of a month.
8. The above commission shall be the sole compensation that the AFFILIATE is entitled to receive under this agreement. All orders are subject to acceptance by DB in accordance with its policies at the time of booking request. DB policies are subject to change without notice.
9. The term of the agreement shall be for a period of two years from the date this agreement is accepted by DB. The agreement shall be automatically renewed for successive periods of one year unless canceled in writing by either party 30 days before the end of any year period. If canceled, DB shall pay the AFFILIATE commissions for any bookings generated until cancellation.
10. The AFFILIATE customers shall receive the same benefits and same high level of service as regular DB customers.
11. DB grants the AFFILIATE a nonexclusive, revocable right to use the icon and message described above and such other images for which we grant express permission, solely for the purpose of identifying the AFFILIATE site as a Program participant and to assist in generating product sales. DB reserves all of its rights in the icon, the message, any other images, its trade names and trademarks, and all other intellectual property rights. DB may revoke the AFFILIATE'S license at any time by giving the AFFILIATE written notice.
12. The AFFILIATE will be solely responsible for the development, operation and maintenance of the AFFILIATE'S site and for all materials that appear on the AFFILIATE'S site. For example, the AFFILIATE will be solely responsible for:
    • the technical operation of the AFFILIATE'S site and all related equipment
    • the accuracy and appropriateness of materials posted on the AFFILIATE'S site
    • ensuring that materials posted on the AFFILIATE'S site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
    • ensuring that materials posted on the AFFILIATE site are not libelous or otherwise illegal. DB disclaims all liability for these matters. Further, the AFFILIATE will indemnify and hold DB harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of the AFFILIATE'S site.
13. DB may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on site. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, THE AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING DB POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON DB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
14. DB will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement or the Program, even if DB has been advised of the possibility of such damages. Further, aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the AFFILIATE under this Agreement.
15. DB makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, DB makes no representation that the operation or its site will be uninterrupted or error-free, and DB will not be liable for the consequences of any interruptions or errors.
16. The AFFILIATE may not assign this Agreement, by operation of law or otherwise, without prior written consent. DB may not assign this Agreement except by operation of law, upon the sale of all or substantially all of the assets or stock of DB, or to an affiliate of DB. Subject to the restrictions in this Section 16, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted assigns. Failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of right to subsequently enforce such provision or any other provision of this Agreement.
17. The use of one of DB’s names, logos, or trademarks must be approved in writing by DB. The AFFILIATE is solely responsible for the operation and maintenance of its site. Except as otherwise stated herein, DB makes no guarantee as the amount of revenue that may be generated pursuant to this agreement.
18. This agreement is made and entered into in San Francisco County, California, California law applies. DB and the AFFILIATE are independent contractors and nothing in this agreement shall be construed to a partnership or joint venture. The parties agree that any dispute under this Agreement will be subject to binding arbitration under the commercial rules of the American Arbitration Association. The arbitration shall be conducted in San Francisco County, California before neutral arbitrators. This is the entire agreement between the parties and may only be amended in writing signed by both parties.
19. THE AFFILIATE ACKNOWLEDGES THAT THE AFFILIATE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. THE AFFILIATE UNDERSTANDS THAT DB MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH THE AFFILIATE'S WEB SITE. THE AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

If you have read the above Affiliate License Agreement, and you agree to be bound by its terms and conditions, please fill out the Online Affiiliate Application.

Sincerely,

Ben Dehan, CEO DinnerBroker