Branson.com Affiliate Program

Thank you for your interest in the Branson.com Affiliate Program (the "Program"). As an "Affiliate" in the Program, you will be able to market products available on Book.Branson.com by an HTML link to our site, and you will receive commissions on purchases made by customers directly through such links. As used throughout this Affiliate Agreement, the terms "we", "us", and "our" will mean the Company, and "you", "your", and "yours" will mean you, the Affiliate.

The first step towards becoming an Affiliate in the Program shall be to accept the terms of this Affiliate Agreement and submit an Affiliate Application. The Affiliate Agreement contains terms that affect your rights and responsibilities as an Affiliate, so please review the Affiliate Agreement carefully. If you agree to the terms of this Affiliate Agreement, simply click "I Accept" at the end of this Agreement. By doing so, you acknowledge that you have read, understand and agree to the terms of this Agreement.

We will review your Affiliate Application and evaluate the suitability of your site for the Program. We may, at our sole discretion, reject an application for any reason, including but not limited to unsuitability of your site for our Program. For example, unsuitable sites include, but are not limited to, those sites that contain defamatory, harassing, harmful, insulting, obscene, offensive or unlawful content; sites that contain content that is contrary to our purpose and intent; and links to sites that contain such content. We will notify you of your acceptance or rejection. If we reject your Affiliate Application, we welcome you to reapply for participation in the Program at any time.

1. Access to the Affiliate Control Panel and Maintenance

Once your Affiliate Application has been accepted, you can access to the Affiliate Control Panel located at Book.Branson.com and download available Affiliate Program HTML code and graphics. You may use these HTML code and graphics to link to the Book.Branson.com site, only. You are not allowed to use the HTML code or graphics in connection with any other feature on your site, including any feature that compares our travel information or prices with the travel information or prices of any of our competitors.

We will provide you with directions for maintaining the HTML code and graphics link formats. You are responsible for ensuring that these link formats are properly maintained. Failure to maintain the link formats in accordance with the guidelines provided by us may result in your commissions being incorrectly tracked and recorded. We are not liable for any commissions lost due to improperly maintained link formats.

At any time, if we update any of the HTML code or graphics provided to you in connection with the Program, you agree to immediately replace or update any old HTML code or graphics with the updated HTML code or graphics.

It is your responsibility to maintain and update your site. Information provided on Book.Branson.com may be updated frequently, and as an Affiliate, it will be necessary that you update the content of your site on a regular basis to maintain consistency and accuracy between our site and yours.

You agree to comply with all of the terms and conditions of use related to each of our web sites, including the Affiliate Control Panel.

2. Site Monitoring

We reserve the right to monitor your site and any related programs to ensure that, in our discretion, your links to our site are appropriate and properly maintained, that the content of the site is not objectionable by our standards, and that the information relating to Book.Branson.com is updated and accurate. If, at any time, we do not approve of the content of your site, we will either 1) terminate this Agreement, in which event you will be notified of our decision; or 2) give you a list of changes you must make to your site, along with a reasonable deadline for effecting such changes. If these changes are not made within the deadline we provide, we may terminate this Agreement and you must immediately remove all links to Book.Branson.com from your site and related programs.

If you begin using any new site or related programs not previously approved by Branson.com, you must submit such site or related programs to us for approval and receive notification of acceptance before you begin using that site in the Program.

3. You will earn commissions for selling our products

You will earn commissions on sales of show tickets, lodging, and other items sold through Book.Branson.com during the term of this Agreement.

1. You will receive a commission of 5% of net sales of any tickets to any show or attraction, or any lodging, package, meal voucher, or other item, sold to customers who arrive at the Book.Branson.com through an approved link on your site, provided that any requirements for payment have been met.
2. "Net sales" is the gross revenue that we receive after a purchase is processed and confirmed through our processing department, minus any amounts that we collect for sales taxes, duties, handling, and similar charges, and excluding any purchases that are subsequently refunded, rebated, or cancelled by the customer.
3. If a customer arrives at Book.Branson.com through an approved affiliate link on your site, and they create an account on Book.Branson.com when they make their purchase, their account will be associated with your affiliate I.D. From that point forward, if that customer returns to Book.Branson.com, whether through your affiliate link or not, and makes subsequent purchases with the same Book.Branson.com account, your affiliate I.D. will receive credit for the purchases and a commission will be paid to you just as if they had come back to Book.Branson.com through your link. However, if a customer's Book.Branson.com account is associated with your affiliate I.D. and they subsequently arrive at Book.Branson.com through a different affiliate link, and they make a purchase with their Book.Branson.com account, their account will be re-associated with the new affiliate I.D. for that purchase and future purchases.
4. Commission will be based on the reports provided in the Affiliate Control Panel, and you agree that the reports will be the final measurement of the net sales that will be used to calculate your commission.
5. Commissions will be paid as items purchased on Book.Branson.com are consumed, and not when they are purchased. For example, if a customer places an order on January 1 for tickets to a show that will take place on June 1, commissions will be calculated and paid after the show takes place on June 1, and not prior to that date.
6. Commissions will be paid twice per month, regardless of how much has been earned at that point. The total commissions due to you under this Agreement will be calculated as of the 1^st & 15^th calendar day of each month, and a check for that amount (less any taxes required to be withheld under applicable law) will be sent to you within the following week. When this Agreement ends, any commissions due at the time of termination will generally be paid during the next commission payment cycle, but we may hold your final payment for a longer period of time to ensure that the correct amount is paid. If a customer disputes, rejects, cancels or otherwise returns a purchased item, and we have already paid you a commission based on the sale of that item, we will deduct the amount of the disputed commission from your next commission payment. If there are no subsequent commissions due to you, we will send you a bill for the amount of the disputed commission, and you agree that you will pay that bill no later than thirty (30) days after you receive it.
7. You can review your sales reports, statistics, and other information by accessing the Affiliate Control Panel at Book.Branson.com. We will give you the necessary password to access the Affiliate Control Panel once your Application to the Affiliate Program has been approved.
8. Commissions will only be paid to affiliates for which we have a valid W-9 form on file.

If you own or represent a show, attraction, or lodging property that Branson.com contracts with and sells on Book.Branson.com, you can earn an enhanced commission equal to the difference between what we sell your tickets or rooms for pre-tax and your pre-tax FIT rate with Branson.com, less applicable credit card fees on the full customer price. In effect, this allows you to earn "full price" on sales of your own property that are referred by your Affiliate link, by receiving your regular FIT rate from Branson.com (as usual) and a commission equal to the difference between the FIT rate (pre-tax) and the full pre-tax customer price (less applicable credit card fees).

If you own or represent a show, attraction, or lodging property that Branson.com contracts with, it is your responsibility to notify us in order to provide you these enhanced commissions. You can notify us during the Affiliate registration process by checking the appropriate box on the registration form, or emailing us at book@branson.com.

Branson.com and Book.Branson.com reserve the right at any time to adjust applicable credit card fees applied to these transaction or any other applicable charges that may affect these enhanced commissions, and the right to modify or cancel this enhanced commission service at any time.

4. You must follow our customer rules, policies, and procedures

You agree to follow our rules, policies, and procedures concerning customer orders, customer service, and customer transactions from customers who make purchases through the Program, and that those customers are our customers. We may, from time to time and in our sole discretion, change our rules, policies, and procedures. You are responsible for following these rules, policies, and procedures, even as they may change.

5. Agreement Term, Termination, and Modification

This Agreement will begin once we accept your Affiliate Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, for any reason, by providing the other party with written notice of termination. This written notice can be sent by regular mail, email, or fax.

We may, from time to time and in our sole discretion, modify any of the terms and conditions in this Agreement. You will be notified by email of any modification to the terms and conditions in this Agreement and notification of any such modifications will be posted and made available through the Affiliate Control Panel at Book.Branson.com. These modifications may include, but are not limited to, changes in commissions and fees, payment procedures, and Program rules. Your continued participation in the Program following the posting or notification of any such modification will indicate your acceptance of such modifications.

6. You may not copy our domain name, trademarks, web site content, or appearance

It is important that your site be distinguishable from our site. To make sure there is no confusion to our customers, you agree that you will not purchase or use any domain name, trademark, or other right, nor will you contract with another party to purchase or use those names, the use of which will make your site appear to be ours, or to create the impression that your site is ours or that your relationship with Book.Branson.com or Branson Tourism Center is anything more than an Affiliate relationship. You also agree that you will not copy or mimic the content or appearance of our site or any part of our site. You also agree that the content and appearance of your site will not be designed so as to be likely to confuse consumers into thinking that your site is any part of our site, except that you may use the graphics provided to you by us pursuant to this Affiliate Agreement.

You agree to comply with all applicable copyright and other laws pertaining to your site. We do not assume any responsibility for reviewing your site for copyright or trademark infringement or other unlawful content, and have no duty to do so, and we will not be liable to you or anyone else for the content of your site.

7. You may not reference us in distributed material without our consent

You agree that you will not refer to us in any publicity or marketing materials that you create, publish, distribute, or permit to be created, published or distributed, without our consent, which we agree will not be unreasonably withheld.

8. Grant of Licenses

1. During the term of this Agreement, we grant to you a non-exclusive, non-transferable license to:
   1. Access our site through links within the HTML code and graphics provided by us, solely in accordance with the terms and for the purposes of this Agreement, and
   2. Use our trade name and graphics that we provide to you solely in connection with such links. You may not alter, modify or change our trade name or graphics in any way, and you are only entitled to use our trade name and graphics during such time as you are a member in good standing of the Program.
   We will automatically and immediately revoke this license if and when this Agreement is terminated. In addition, we may revoke your license at any time by giving you written notice by regular mail, email, or fax. You agree to immediately cease all further use in any manner of any of our trade name and graphics on any site that you own, operate or control if and when this license is revoked.
2. During the term of this Agreement, you grant to us a non-exclusive, non-transferable license to use, at our sole discretion, your names, titles, and logos for advertising, marketing, promotion and publicity. You also agree that we are under no obligation to do so. Your license to us will terminate upon the termination of this Agreement. By entering accepting this Agreement, you represent and warrant that you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement, and that you have no knowledge of any action or threatened action that would affect the rights granted to us by this Affiliate Agreement.
3. You and we will not use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. You and we reserve all of our respective rights, including proprietary rights, in the materials covered by this license. Each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other, except as provided in this Affiliate Agreement.

9. Confidentiality

You and we agree that all information acquired as a result of this Affiliate Agreement or your participation in the Affiliate Program will remain confidential. This includes, but is not limited to, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information. Neither party shall, without the express written consent of the other, use such information, directly or indirectly, for any purpose except and to the extent necessary to complete obligations under this Affiliate Agreement. However, you and we agree that any such information that is known or available to the public shall not be considered confidential information protected by this provision.

10. Independent Contractor

As an Affiliate, you will be our independent contractor. Nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, dealership, wholesale agreement, franchise or other similar relationship.

You will complete and return to us a W-9 form before you download the Affiliate Program HTML code and graphics. You will also complete and return any additional W-9 forms that we may request in the future, within ten (10) days of that request.

11. Warranty Limitation and Disclaimer and Limitation on Liability

1. We make no express or implied representations or warranties regarding the Book.Branson.com website or its performance, availability or functionality.
2. We expressly disclaim all express or implied warranties of merchantability, fitness for a particular purpose and non-infringement from us.
3. We will not be liable to you under any circumstances for any indirect, incidental, consequential, special or exemplary damages under contract, negligence, tort, strict liability or other legal or equitable theory.
4. We make no representation or warranty 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.
5. Without waiving the limitations set forth above, neither you nor we will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.

12. Indemnification

You agree to indemnify, defend and hold harmless us and our employees, representatives, agents, assigns and corporate affiliates against any and all liabilities, actions or claims based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site, including, without limitation, content on the site other than the graphics we provided to you. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred in connection with or arising from any such liability, action or claim.

13. Choice of Law

THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN TANEY COUNTY, MISSOURI, IN ANY DISPUTE INVOLVING THIS AGREEMENT.

14. Miscellaneous

1. Your rights or obligations under this Agreement are non-transferable.
2. You understand that this Affiliate Agreement is not exclusive, and we may at any time, directly or indirectly, engage in similar arrangements with other Affiliates who may or may not be competitors of yours. In addition, the terms of our agreement with any other affiliate may differ from those contained in this Agreement, and you agree that those agreements will have no effect on this Agreement. You also agree that we may operate web sites that are similar to or compete with your web site, and this Affiliate Agreement does not prohibit us from doing so.
3. You acknowledge that, except as stated herein, no promise or inducement has been offered by us, and that this Affiliate Agreement is executed without reliance upon any statement or representation by us concerning the nature and extent of this Affiliate Agreement. You further agree that this Affiliate Agreement constitutes the full and complete agreement of the parties. Except as otherwise provided in this Affiliate Agreement, no other promises or modifications of this Agreement shall be valid, unless set forth in writing and signed by all the parties.
4. This Agreement represents the entire agreement between us and you and supersedes all prior agreements and communications we may have had, oral or written.
5. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default.
6. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
7. The headings and titles contained in this Agreement are included for convenience only, and do not affect the terms of this Agreement.

15. Representations and Warranties

By accepting the terms of this Affiliate Agreement, you are making the following representations and warranties, and you are aware that we are relying upon these representations and warranties:

1. To the best of your knowledge, there is no action pending or threatened against you that would affect your ability to satisfy your obligations under this Affiliate Agreement.
2. you are an individual, you are at least 18 years old, and have the right to enter into and be bound by the terms of this Affiliate Agreement without the consent of anyone else.
3. If you are a company, you are duly organized and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement. You also represent that the person entering into this Agreement on your behalf is an adult of at least 18 years of age who is authorized to enter into and bind you to the terms of this Affiliate Agreement, and, to the extent you require approval from any person, committee, board or other prior to entering into this Affiliate Agreement, you have obtained all necessary approval prior to accepting the terms of this Affiliate Agreement.