Creator Program Agreement

Please review these Terms carefully.

These Terms, including our, Privacy Policy, Terms of Service and all exhibits and attachments hereto and incorporated herein by reference (collectively the “Agreement”) govern your participation in the Mindtrip Creator program (the “Program”).These Terms control in the event there are any conflicts or inconsistencies among this Agreement and the Privacy Notice and the Terms of Service. By submitting a Registration, Creator consents to Mindtrip collecting and processing his/her personal data in accordance with the Privacy Notice. As used in this Agreement, “we”, “us”, or “Mindtrip” refers to Mindtrip, Inc. (and its parent, affiliate, subsidiary, and related entities), and “Creator”, “Creator Partner”, or “you” means the approved applicant and/or rights holder of the Creator Content (as defined below). In addition to complying with the terms of this Agreement, remember you must also comply with all social media policies posted on the social media platforms (e.g. TikTok, Instagram, YouTube, and Facebook).

Mindtrip and the Creator may be referred to individually as a “Party”, or collectively as “Parties”.

(A) Mindtrip operates the Mindtrip Travel Platform and the Mindtrip Creator Program; (B) the Creator owns, controls, hosts, and/or operates the Creator Website(s); and (C) the Creator intends to participate in the Mindtrip Creator Program as a Creator Partner.

IT IS HEREBY AGREED as follows:

  1. DEFINITIONS

    1. In addition to terms defined elsewhere in this Agreement, the definitions set forth in Appendix 1 shall apply throughout this Agreement:
    2. Unless otherwise required by the context in this Agreement, words importing the singular include the plural and vice versa, words importing one gender include every gender and references to a “person” include any persons, any other forms of legal entities, corporate bodies and unincorporated associations.
    3. The headings to the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation of any provision in this Agreement.

  2. ENROLLMENT IN THE PROGRAM

    Eligible applicants may submit a completed application to commence the enrollment process into the Program via a Creator landing page (the “Registration”). Submission of your Registration to the Program constitutes acceptance to the terms set forth in this Agreement. We will evaluate your Registration and notify you by email if you are rejected. We may reject any Registration in our sole discretion. If, in our sole discretion, we determine for any reason that the Creator Website is unsuitable for the Program (including without limitation if it contains any Objectionable Content), your Registration will be rejected. If your Registration is not accepted, you may re-apply to the Program at any time if you have sufficiently modified your Creator Website, to be determined in Mindtrip’s sole discretion, to comply with this Agreement; however, you may not link to our Platform if you are not approved to our Program. If you are rejected, you will not be eligible to earn any Commissions.

    Once your Registration is submitted, unless rejected, you will (i) be provided with a Creator Account Portal for you to create links and to view reporting; (ii) become a member of the Program; and (iii) be considered the “Creator” hereunder. As such, you grant Mindtrip permission to distribute any email communication directly to you or through the Creator Account Portal that Mindtrip determines is necessary in order for you to continue as a Creator, regardless of your choice to opt-out from certain communications.

    Mindtrip approval of any Creator Website is not final. Mindtrip reserves the right (but not the obligation) to review your Creator Website(s) from time to time, and if, at any time, in our sole discretion, we determine for any reason that any Creator Website is unsuitable for the Program (including without limitation if it contains any Objectionable Content), Mindtrip reserves the right to demand you immediately remove any Links to our Platform from one or more specific Creator Website(s) and/or to suspend or terminate your account and participation in the Program.

  3. CREATOR PARTNERSHIP

    1. Non-exclusive Creator partnership

      Subject to the terms of this Agreement and approval by Mindtrip of your Creator’s Registration, Mindtrip hereby appoints the Creator as a non-exclusive Creator partner. Mindtrip shall permit the Creator to promote the Services on the Creator Website(s) as appropriate, and without any charge to Mindtrip. Subject to the performance of the Creator’s obligations to Mindtrip’s satisfaction, Mindtrip will pay the Creator in the manner set out in Section 4.

    2. Customer service issues

      Mindtrip shall provide commercially reasonable and appropriate customer services to, and for the benefit of, Customers.

      The Creator shall promptly refer and/or forward all customer service-related issues and questions in respect of the Services, the consummation of bookings and all other relevant issues, complaints, and questions directly to Mindtrip ([email protected]), and shall not further engage any Customer in this regard.

    3. Platform Content, Links and/or Permitted Promotional Content

      Mindtrip hereby grants the Creator a limited term, revocable, non-sublicensable, non-transferable, non-assignable right to access and/or provide Links to the Platform Content, and/or Permitted Promotional Content through the Links and use the Mindtrip Intellectual Property Rights solely to the extent necessary to perform your obligations in accordance with the terms of this Agreement and solely in connection with the Permitted Promotional Content, only as provided to you by us, through the Program, or by other means selected by us, and solely for the purpose of identifying the Creator Website as a Program participant and to assist in generating the sale of Mindtrip Services as deemed appropriate by Mindtrip (collectively the “Licensed Materials”).

      The Creator shall, as soon as practically possible and at its own cost, integrate and/or display such Licensed Materials on the Creator Website(s) to maximize traffic to the Platform and will immediately substitute such original Licensed Materials when outdated with any new or updated Licensed Materials provided by or on behalf of Mindtrip from time to time as directed by us.

      The Creator shall only use such Licensed Materials on the Creator Websites, in a lawful manner, for the purposes of promoting the Mindtrip Travel Platform in accordance with this Agreement and in compliance with all applicable laws.

      The Creator shall not exploit or use the Licensed Materials for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement.

      The Creator shall not, without Mindtrip’s prior written consent in whole or in part, make visual modifications to the Permitted Promotional Content, or use any content other than the Permitted Promotional Content to fulfill its obligations under this Agreement.

      The Creator shall not corrupt, modify, disable, sell, redistribute, sub-license, or transfer the Licensed Materials.

      Creator is not granted or provided any ownership or other intellectual property rights in the Licensed Materials other than the limited license rights contained herein. We reserve all our rights in the Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses, and any attempt at such sublicense, assignment or transfer is void. Further, you understand and agree that you have no ownership rights in (a) materials you submit to us, including, without limitation, feedback provided about the Program; (b), to any account you may have with us; or (c) other access to the Platform or features therein. To the extent that you provide us or submit to us any feedback, materials, data, ideas, or content, you hereby assign, transfer, and grant to us any and all right, title, and interest you may have in such materials. We may terminate or revoke your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.

    4. Use of the Creator ID

      We will provide unique Magic Links for your Creator Content. You must use these Magic Links as provided, without alteration, when creating your Magic Links in any Permitted Promotional Content, or you will not receive credit for your promotions.

      The Creator acknowledges that:

      (i) the removal or modification of the Magic Links we provide will prevent Mindtrip from accurately attributing Customers referred from any Creator Website(s); and (ii) Mindtrip will not pay Commission for Materialized Registrations (MR) from Customers referred via Creator Content with missing or incorrect Magic Links.

  4. COMMISSION

    1. So long as Creator remains in good standing and in compliance with this Agreement, Mindtrip will pay the Creator a commission based on monthly Materialized Registration Revenue (the “Commission”) as follows, which may be changed from time to time within the sole discretion of Mindtrip:
    2. All Materialized Registrations will be attributed on a “last click attribution” basis, with a 30-day cookie period. Where any such registration is attributable to a verified registration and the Creator’s Creator ID, then and only then, will such transaction be considered a Materialized Registration.

    3. The Commission shall comprise:

      • a base commission of $1 per MR (the “Base Commission”); or
      • a bonus commission of $1.50 for the entire months’ worth of MRs when MR from the same Creator exceeds 100 MRs in a given month (the “Bonus Commission”). Such Bonus Commission (i) will only be earned in the month for which the excess of 100 MRs were earned, (ii) will not roll-over to the next month, unless Creator earns over another 100 MRs in the next month.; and (iii) is not in addition to the Base Commission, but instead replaces the Base Commission. (For example, if 200 MRs are generated in a month, the entire total Commission earned for that month would be $300).
      • The maximum amount of Commissions Creator may earn is $10,000 per month. Any excess of the $10,000 a month will not rollover or accrue. If Creator earns greater than $10,000 in a month, then the next month, such Commission will start at zero.
    4. The applicable monthly Commission, if any, will be payable to the Creator one (1) month after the end of the month in which such Materialized Registrations, if any, were earned (the “Validation Period”), provided that the applicable Customer does not cancel their account within the Validation Period and that the total monthly Commission owed to the Creator is greater than Fifty (50) dollars (the “Minimum Commission Payout”).

    5. The Creator will be paid in US dollars, or in such other currency otherwise agreed in writing between Mindtrip and the Creator. The Creator may elect to be paid via any one of the following payment methods, which may be modified from time to time without notice upon our discretion, provided always that a minimum commission payout (the “Minimum Commission Payout”) has been met:

      Payment MethodMinimum Commission Payout
      Venmo or PayPalUS $50 or equivalent amount in another currency (maximum earned is $10,000 per month)

    6. If the Creator does not achieve the Minimum Commission Payout:

      • the balance Commission amount will be carried forward until the Minimum Commission Payout is reached; or
      • the Creator may elect to settle payment by bearing all additional processing fees generated, which will be deducted from the Commission payment directly.

    7. If, after the payment of any Commission, Mindtrip is notified of any Adjustment Event(s) affecting the MR Revenue on which any such Commission payment (the “Original Payment”) was based on, Mindtrip shall recalculate the amount of the Commission payment by taking such Adjustment Event(s) into account (the “Recalculated Payment”), and the difference between the Recalculated Payment and the Original Payment (the “Difference”) will be reflected in the next Commission payment(s) to the Creator.

      The Creator hereby authorizes Mindtrip to deduct any such relevant amounts from the next Commission payment.

      If the Difference results in a negative balance in the next Commission amount (“Negative Balance”), the Negative Balance will be carried forward to future Commissions until Mindtrip has received the Difference from the Creator.

    8. Unless otherwise agreed in writing, the Creator shall bear any and all bank charges and/or additional fees arising from the payment of the Commission (including but not limited to those arising from any incorrect information provided by the Creator). The Creator hereby authorizes Mindtrip to deduct any such relevant amounts from the next Commission payment(s).
    9. The Creator is responsible for any taxes that may be due on the services provided by the Creator. In no case will any additional compensation be paid to the Creator for taxes. The Creator is responsible for keeping all relevant information pertaining to any such tax accurate and up to date. If the withholding of any tax is required in respect of any payment to the Creator, Mindtrip will: (a) withhold the applicable amount from such Commission; and (b) pay such amount to the relevant authorities in accordance with any applicable laws.
    10. Mindtrip’s systems, books, and records shall be final and conclusive evidence in respect of all Commission amounts due to the Creator under this Agreement.
    11. Apart from a monthly summary of the Materialized Registrations, Mindtrip shall not be required to provide the Creator with any invoices, orders, or other related documents in connection with the Commission or the Materialized Registrations.

  5. COVENANTS AND UNDERTAKINGS

    1. Performance of the Creator Website(s)

      (a) The Creator shall duly and diligently maintain and adjust the contents of the Creator Website(s) and shall keep the Creator Website(s) up-to-date and accurate; and (b) the Creator shall promptly correct any errors or omissions on the Creator Website(s), including those notified by Mindtrip.

    2. Influence on Mindtrip’s Relationship with Operators

      The Creator shall not (a) take, or omit to take, any action which may affect Mindtrip’s relationship with the Operators; (b) cause or permit to be done anything which may cause Mindtrip to be excluded from the process of booking with any Operator; (c) disparage, or otherwise comment in a negative or detrimental manner about Mindtrip, Mindtrip’s IP, or business; and (d) persuade, induce, or attempt to induce any Operator to terminate its contract with, or otherwise reduce its dealings and business with, Mindtrip.

    3. Use of the Content and Platform

      The Creator shall not (a) scrape, use spiders or bots or AI, or otherwise programmatically evaluate and/or extract information from, any part of the Platform; (b) make any static copy of the Content or any part of the Platform, including but not limited to customer reviews, lists of services, pricing, lists of participating vendors, etc.; (c) make any bookings for the Services on the Platform or Creator Website(s), whether owned by the Creator or another Creator partner, for the purpose of reselling such booking or reservation to or for the benefit of a third party; (d) study, benchmark, access or use the Program or Platform in any way competitively with Mindtrip (including without limitation to, directly or indirectly, itself or through any third party, create or improve any competing Services); nor (e) use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the Creator could reasonably expect that any such actions fall under the scope of this Agreement.

      Creator may NOT and will ensure that the Creator Group may not:

      • engineer any website containing a Link in such a manner that pulls Internet traffic away from the Platform;
      • provide a portion of their Commissions (as defined below) to websites or organizations that would violate any of the above criteria;
      • violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), or any term of this Agreement;
      • publish, link to, sell, otherwise distribute, or place a Link on the same page or in close proximity to any Objectionable Content;
      • attempt to modify or alter the Platform in any way;
      • make any representations, either express or implied, or create an appearance that a visitor to Creator Website is visiting our Platform, e.g., “framing” or “wrapping” the Platform in any manner without first obtaining in advance our express written permission. Such requests must be made in writing and sent to [email protected];
      • “scrape” or “spider” the Platform or any other websites for content (such as images, logos or text);
      • place ads on, or participate in any way in, ad networks or paid search content networks;
      • include a Link in connection with deceptive or misleading visuals (for example, including an image or a video of an item or Services that are not sold on the Platform, but then linking to a similar Services on the Platform);
      • engage in misleading or deceptive behavior. For example, promoting fake contests, sweepstakes or giveaways;
      • advertise or promote counterfeit Services or ones that incorrectly display a designer’s name, trademark or logos;
      • link or redirect any Link to any website other than our Platform, including, for example, Creator’s Website;
      • include in the Creator Website any price tracking and/or price alerting functionality relating to Services sold on the Platform;
      • shorten or obscure a Link, including through use of any link shortening service, button, hyperlink or other ad placement, in a way that may mislead or confuse a customer;
      • engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP’s address bar or search bar, and, as a result, is redirected to a web page that contains a Link that directs the user to sites like Mindtrip.ai or any Platform);
      • use any type of method, software, automated script, or technology which attempts to intercept or redirect traffic or Commissions to or from any website, or otherwise artificially increase Commissions, including through any click spam, botnets, traffic generated by non-human visitors, or use of stolen credit card information to make purchases in connection with the Program;
      • use any or any Licensed Materials to advertise or engage in services that result in a sale occurring in the Creator Website, whether or not you then have the Services fulfilled through the Platform;
      • without the prior written approval of Mindtrip, use any Mindtrip Intellectual Property or any Licensed Material in an advertisement that is not created or provided by Mindtrip in any way that might suggest or imply or mislead or is likely to mislead a visitor to the Creator Website into believing that Mindtrip or any related entity was the creator or sponsor of such advertisement;
      • re-distribute Licensed Materials to websites which can reasonably be viewed as Mindtrip Competitors;
      • re-distribute, display or syndicate Licensed Materials and/or Mindtrip’s datafeed, including any Services information set forth therein, to any third party partner, network or agency;
      • employ, use, or receive any direct or indirect benefit from, artificial, Black Hat or otherwise inappropriate means to inflate the traffic or send fraudulent links to the Platform, including without limitation, any “cookie stuffing” methods (e.g., use of “cookie stuffing” to cause the Platform’s tracking systems to conclude that a user has clicked through a Link - and to pay Commissions accordingly - even if the user has not actually clicked through any such link);
      • cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on a website in a way that interferes with a person’s ability to view that website;
      • display any material on the Creator Website that contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
      • without the prior written approval of Mindtrip, use any widgets on the Creator Website that: (a) include any Mindtrip Intellectual Property; (b) include any Licensed Materials; or (c) directly or indirectly send traffic to Mindtrip;
      • post, publish, link to or place any Promotional Materials or Link on the Mindtrip Facebook page;
      • post, publish, link to or place any Promotional Materials or Link on any website, app or page other than the approved Creator Websites; forward, redistribute, or otherwise repurpose any or all Links to any third party;
      • release Mindtrip’s advertisements, or other information prior to their authorized release dates;
      • study, benchmark, access or use the Program or Platform in any way competitively with Mindtrip (including without limitation to, directly or indirectly, itself or through any third party, create or improve any competing Services);
      • purchase Services sold or promoted on the Platform through a Link for resale or commercial use of any kind; and
      • all the restrictions and limitations in this Section 5 and all such restrictions and limitations mentioned elsewhere in this Agreement, collectively, the “Restrictions”.

    4. Goodwill and Brand Protection

      1. To protect the Services, brand, and goodwill of Mindtrip, the Creator hereby covenants, undertakes and warrants for the term of this Agreement that: (i) the Creator Website(s) are, and shall remain, sufficiently and substantially distinct and different from the Mindtrip Travel Platform save for those features reasonably required for the performance of the Creator’s obligations under this Agreement, as determined by Mindtrip in its sole discretion. (ii) all logo(s) used on the Creator Website(s) are, and shall remain, distinctly different from Mindtrip’s logo, save for any logos that may be licensed by Mindtrip for use by the Creator under or pursuant to this Agreement; and (iii) it shall not, in any way, imitate or copy the Mindtrip Travel Platform in general or in respect of certain features, pages, form, composition or aspects.
      2. The Creator shall not and shall ensure that the companies within the Creator Group shall not, whether directly or indirectly, bid on, register, acquire, use, purchase or obtain Internet domain names which incorporate any word or words which are identical, or confusingly or substantially similar to Mindtrip Brands or any variations, translations or misspellings thereof for any purpose.

    5. Web Traffic

      1. The Creator shall not use Predatory Advertising to direct traffic away from any website owned or operated by Mindtrip or any of its related companies.
      2. The Creator shall ensure a reasonable look-to-book ratio and avoid directing excessively low-quality traffic to the Mindtrip Travel Platform, as reasonably determined by Mindtrip.
      3. If the Creator sends excessively low-quality traffic volumes to the Mindtrip Travel Platform, Mindtrip may suspend the Creator at its sole discretion, without prejudice to other remedies as set out in this Agreement, including termination and forfeiture of the Commission.

    6. Intellectual Property Rights

      1. The Creator acknowledges that: (i) Mindtrip and/or its licensors shall retain ownership of all rights, titles and interest in and to all Platform Content, Magic Links, Permitted Promotional Content, and Intellectual Property Rights of Mindtrip or embodied therein including without limitation the (i) Mindtrip Travel Platform and (ii) in the Creator Content, including but not limited to the Mindtrip logo, trademark, and the Content and are protected by U.S. and international trademark, copyright, and other intellectual property laws; and (ii) nothing in this Agreement shall be deemed to transfer any right, title or interest in the Platform Content, Magic Links, Permitted Promotional Content, and/or the Intellectual Property Rights of Mindtrip to the Creator in any way.
      2. As between the Creator and Mindtrip, Mindtrip owns all right, title and interest in and to the Customer Data. Out of an abundance of clarity, Customers who purchase Services through this Program will be deemed to be customers of Mindtrip without affecting their status as your customer. Accordingly, all Mindtrip rules, policies, and operating procedures concerning customer orders, customer service, privacy, and sales will apply to those Customers with respect to their transactions through Mindtrip. We may change our policies and operating procedures at any time consistent with applicable laws and without notice to you.
      3. The Creator shall not disclose, integrate, include, use, combine, exploit, incorporate, or otherwise make the Permitted Promotional Content or any part thereof available: (i) with its own content and/or the content of any Mindtrip Competitor or Operator except as otherwise provided in this Agreement; (ii) to or for the benefit of itself, save for the enabling of the Services and the Mindtrip Travel Platform in accordance with the terms of this Agreement, or any Mindtrip Competitor, including the Operator, whether for the promotion of, marketing of, reference to, promotion of, advertising of or otherwise in the interest of or to such party; and/or (iii) for any other purpose or in any other manner and/or on or through Third Party Platforms, except as expressly provided for in this Agreement.
      4. The Creator shall not amend, alter, modify, distort, create derivative and/or new works based on and/or derived from the Permitted Promotional Content.
      5. Mindtrip does not explicitly or tacitly waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise in respect of the Mindtrip Intellectual Property Rights vis-à-vis the Creator or other third parties.

    7. Spamming Regulations

      The Creator (a) shall not directly or indirectly apply, use or engage in any technique or method set out in any Spamming Regulations and (b) covenants, undertakes, and warrants to promptly adhere to, observe, and comply with all applicable Spamming Regulations and all reasonable requests made by Mindtrip in this respect, for the purpose of avoiding breaches of any such Spamming Regulations by Mindtrip or the Creator.

    8. Transparency and Compliance with FTC’s Endorsement Guidelines

      You shall and shall ensure that the Creator Group shall, comply with all applicable laws, rules and best practices, which may currently include the following (though you acknowledge we are not providing you legal advice and you are responsible for determining how to comply with laws and rules, and for actually complying with them):

      In connection with your participation in the Program, you and the Creator Content are required to comply with the Federal Trade Commission’s Guidelines on Endorsements and Testimonials. The Federal Trade Commission (“FTC”) defines an endorsement as “any advertising message (including verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying characteristics of an individual or the name or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experiences of a party other than the sponsoring advertiser” (an “Endorsement”). To the extent that your display of a Link is reasonably construed as, accompanied by, or associated with, an Endorsement, you shall:

      • fully disclose your relationship with Mindtrip in a “clear and conspicuous” way. To meet the “clear and conspicuous” standard set out by the FTC, the disclosure must be unavoidable;
      • ensure that your Endorsements of any Mindtrip Service are clearly and conspicuously identified and labeled as “#Mindtrip” or “paid link” when including Links in your Endorsement;
      • only share an Endorsement made by an organization if such Endorsement has undergone a process sufficient to ensure that the endorsement fairly and accurately reflects the collective judgment of such organization;

      • In relation to Endorsements from or purporting to be from you or other individuals:

        • Endorsements must reflect the honest opinions, findings, beliefs, or experience of the endorser based on that endorser’s recent use of the Services;
        • use Endorsements only with the prior permission of the endorser;
        • use Endorsements or testimonials that represent the typical outcome or experience being endorsed;
        • do not use Endorsements or testimonials to make implied scientific claims unless that implied claim is backed by scientific evidence;
        • do not use Endorsements from “experts” who are not experts with respect to the endorsement message, and whose qualifications do not give the endorser the expertise that he or she is represented as possessing with respect to the Endorsement;
        • do not use Endorsements from employees of Mindtrip;
        • ensure that any Endorsement which is the result of any payment or other incentive (such as free or discounted Services) is clearly and conspicuously identified and labeled as such on your Creator Website. Remember, the disclosure must be unavoidable to meet the “clear and conspicuous” standard.

      You understand that Mindtrip reserves the right to take immediate steps to ensure that reviews related to its Services are not deceptive or misleading. Such steps may include requesting that you take down deceptive Endorsements, suspending or terminating this Agreement, or expelling you from the Program. For additional guidance, please review the FTC’s Disclosures 101 for Social Media Influencers (ftc.gov).

    9. The Creator agrees and acknowledges that the restrictive covenants and undertakings set out in this Section 5 are reasonable and of material importance to Mindtrip, in particular for: (a) its willingness to enter into this Agreement with the Creator and make the Services, the Permitted Promotional Content and the Mindtrip Intellectual Property Rights directly or indirectly available to the Creator; and (b) the protection of goodwill, product, service, and market reputation of Mindtrip.
    10. The Creator agrees and acknowledges that all covenants and undertakings set out in this Section 5 shall: (a) be promptly, duly, and diligently complied with by the Creator; and (b) also apply to each member of the Creator Group, and the Creator represents, , warrants, and undertakes that all such members observe, adhere to, comply with, and act in accordance with such covenants and undertakings and that Creator shall be liable for the acts and omissions of any of its agents, or subcontractor or any member, agent or subcontractor of the Creator Group.

    11. Compliance, Injunctive Relief and Further Remedies

      1. Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the Creator of its obligations under this Section 5, the burden of proof is carried by the Creator. In other words, Mindtrip carries the benefit of assumption and the Creator needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.
      2. The Creator agrees and acknowledges that pending any compliance or implementation of the reasonable requests made by Mindtrip, Mindtrip shall be entitled to postpone or suspend its obligations under this Agreement, including but not limited to the offer of the Services, Mindtrip Travel Platform. This Agreement may also be immediately terminated without prejudice to Mindtrip’s rights under this Agreement or otherwise.
      3. In the event of a breach of the covenants and undertakings set out under this Section 5 by or attributable to the Creator, Mindtrip shall be entitled to suspension of its obligations (including but not limited to making Commission payments) or termination of this Agreement with immediate effect, notwithstanding the remedies and actions for specific performance, damage compensation or injunctive or equitable relief available by law or contract.

  6. REPRESENTATIONS AND WARRANTIES

    1. You represent, warrant and covenant that:

      1. You have the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform your obligations hereunder.
      2. You are the sole owner of the Creator Content, including but not limited to, all copyrights therein.
      3. You and any persons appearing in the Content are at least 18 years of age or the age of majority and you have obtained any necessary releases from any person(s) appearing in the Content, or, if such persons are minors, you have obtained the authorization and release from a parent or legal guardian of any such person(s) under the age of 18 who appear in the Content.
      4. The Creator Website(s), the Content, and any other websites/social media accounts you own or operate, and the linking thereof to the Platform, does not and will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against you.
      5. There are no pending or threatened lawsuits concerning any aspect of the Creator Content.
      6. You have obtained any necessary releases from the owner of any property appearing in the Creator Content.
      7. Any statement made in the Creator Content regarding Mindtrip and its Services reflect your honest opinions, beliefs, and are based on your actual experiences regarding Mindtrip and/or its Services.
      8. You will not and shall cause your Creator Group not to conduct any activities that are under the Restrictions and/or post any Objectionable Content. At all times for the duration of this Agreement, you shall and you shall ensure that your Creator Group to comply with the terms of this Agreement.
      9. You have obtained and will maintain in force all necessary notices, consents, and licenses to enable you to participate in the Program, and you will at all times comply with all applicable laws, ordinances, regulations, rules, codes and industry standards, guidelines and principles, as may be modified from time to time including any foreign laws including EU and similar associations if any Services are to be performed outside of the USA, which are relevant to your performance under this Agreement, including, without limitation, the California Privacy Rights Act of 2020 (CPRA), which amends the California Consumer Privacy Act of 2018 (CCPA); Regulation (EU) 2016/679 of the European Parliament, the Council of the European Union and the European Commission (“GDPR”) and all laws implementing the GDPR; the CAN-SPAM Act of 2003; and the Children’s Online Privacy and Protection Act of 1998. You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and shall not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of any Creator Website.
    2. Each Party acknowledges the difficulties inherent with the use of the Internet, including but not limited to the varying speeds and congestion in the network that can cause interruptions and difficulties in accessing the Platform or the Creator’s Website(s).

    3. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, MINDTRIP MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND ANY SERVICES 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, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

      MINDTRIP PROVIDES THE PLATFORM AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DOES NOT GUARANTEE UPTIME.

  7. INDEMNIFICATION, LIABILITY AND DISCLAIMERS

    1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSSES SUFFERED OR INCURRED BY THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH ANY: (A) LOSS OF PRODUCTION, PROFIT, ANTICIPATED SAVINGS, REVENUE, CONTRACT, BUSINESS OPPORTUNITY; (B) LOSS OR DAMAGE TO GOODWILL OR REPUTATION; (C) LOSS OR DAMAGE RESULTING FROM THIRD PARTY CLAIMS; OR (D) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES.
    2. NOTWITHSTANDING SECTION 7.1, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR CREATOR’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF CREATOR AND/OR CREATOR’S GROUP ITS AND THEIR SERVANTS, AGENTS,CONTRACTORS, AND/OR EMPLOYEES, AND/OR REPRESENTATIVES (COLLECTIVELY INCLUDING CREATOR, THE “CREATOR PARTIES”); (B) NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD OR FRAUDULENT MISREPRESENTATION; (C) MISUSE OF CONFIDENTIAL INFORMATION;(D) INDEMNIFICATION AND DEFENSE OBLIGATIONS; (E) VIOLATIONS OF ANY APPLICABLE LAWS (E.G. ANY PRIVACY OR SECURITY LAWS); AND/OR (F) BREACH OF ANY COVENANTS, UNDERTAKINGS, AND/OR REPRESENTATIONS AND WARRANTIES.
    3. Subject to Sections 7.1 and 7.2, the Creator shall defend, indemnify and hold Mindtrip and/or its Operator and its and their respective parents, subsidiary and affiliated companies, officers, directors, employees, agents, contractors, successors and assigns (the “Mindtrip Parties”) harmless from all claims, actions, allegations, demands. damages, losses, liabilities, fines, penalties, obligations, costs and expenses (including, without limitation, legal fees and court costs) (even if such claims are groundless, false or fraudulent) arising from or in connection with (i) Creator Parties’”) acts or omissions, negligence, misconduct and/or fraud, (ii) any actual or alleged breach of this Agreement by the Creator Parties; (iii) any Content and any of the content or activities of any Creator Website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business; and/or (iv) Creator Parties’ misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder. Mindtrip will use reasonable efforts to notify you of any indemnified claim, provided that the failure or delay in notification shall not relieve you of your obligations under this section. You shall defend the indemnified claim at your own expense using counsel reasonably acceptable to Mindtrip; however, in addition to the foregoing, Mindtrip reserves the right to also be represented by counsel at its expense, including at any proceeding or settlement discussions related thereto. You may not settle or consent to the entry of judgment regarding any indemnified claim without the Mindtrip’s written consent. Mindtrip may, at its election, assume the defense, settlement or other resolution of any such indemnified claim with counsel of its own choosing, which shall not otherwise relieve you of your obligations under this section, including your obligation to be liable for all costs and expenses incurred by the Mindtrip in connection with the defense and settlement of any claim.
    4. To the extent that Mindtrip is found to be liable to the Creator under this Agreement, such liability shall be limited to the total amount of Commission paid to the Creator within the six (6) month period immediately preceding the date of the act or omission giving rise to such liability.

  8. TERM, TERMINATION AND SUSPENSION

    1. This Agreement shall commence on the effective date stated in the Registration (“Effective Date”), and shall continue in force until terminated by either Party with thirty (30) days’ notice in writing.
    2. Mindtrip may terminate this Agreement with immediate effect, and/or suspend payment of Commission to the Creator, if: (a) no activity is detected on the Creator Website(s) for any period of six (6) months or more; (b) the Creator breaches, or Mindtrip suspects the Creator of breaching Sections 5, 6.1, and/or 9 of this Agreement; (c) the Creator materially breaches any other provision of this Agreement; (d) any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the Creator’s assets, undertakings or business; (e) an event constituting a change of control in respect of the Creator occurs or is likely to occur.
    3. Creator shall forfeit all outstanding payments owed to the Creator, including but not limited to Commission, if this Agreement is terminated in accordance with Section 8.2(b).
    4. Upon termination: (a) Mindtrip shall, subject to Section 8.3, pay to the Creator any outstanding Commission up to the date of termination, within thirty (30) days from the date of termination; or (b) the Creator shall, if a Negative Balance exists, make payment of the outstanding Difference to Mindtrip within fourteen (14) days from the date of termination.
    5. The Creator shall immediately remove any and all links to the Platform, all Licensed Materials including without limitation Mindtrip Intellectual Property, Platform Content, Links, Permitted Promotional Content, Mindtrip-related content, links, banners, and other references to Mindtrip upon termination of this Agreement.
    6. Termination of this Agreement is without prejudice to Mindtrip’s rights and remedies in respect of indemnification or a breach by the Creator of this Agreement.
    7. Sections 4, 5,7,8, 9, 10, and 11 (and any other sections which should survive) shall survive the termination of this Agreement.
    8. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Platform and you agree to review these terms periodically to ensure that you are familiar with the most recent version of such terms, policies and operating procedures. Modifications may include, for example, changes in the scope of available Commission(s), Payout Terms, policies. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR PLATFORM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

  9. CONFIDENTIALITY AND DATA PROTECTION

    1. Each party (each a “Recipient”) shall keep strictly confidential all non-public information obtained by it pursuant to, or as a result of, entering into or performing this Agreement or by the other party disclosing such information to the Recipient (each a “Discloser”) (“Confidential Information”). Confidential Information includes, but is not limited to, Customer Data, information about our, business plans and strategy, sales, marketing plans and strategy, services, products, designs, promotional plans and strategy, customers, and the terms and conditions of this Agreement.
    2. The obligations of confidentiality under this Section 9 shall not apply: (a) if such information subsequently enters into the public domain through no default of the Recipient; a) was in Recipient’s rightful possession on or before receipt from Discloser and without a duty of confidentiality; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is approved for release by written authorization of Discloser; or (e) is independently developed by Recipient without use of, benefit from, or reference to Confidential Information of the Discloser. If Recipient receives a request, demand, subpoena or order issued by a court of competent jurisdiction or authorized governmental agency to disclose all or any part of Confidential Information, Recipient must comply with such request or demand only if Recipient promptly notifies Discloser in writing of any such requirement prior to the disclosure of Confidential Information (except where such notification is prohibited by applicable law) and reasonably cooperates with Discloser regarding Discloser’s efforts, if any, to protect against any such disclosure with a protective order and/or a reduction in the scope of the required disclosure. Recipient may release only that portion of the Confidential Information as required by the court or agency. Confidential Information that is disclosed in response to such an order shall retain its status as “Confidential Information” under this Agreement.
    3. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its officers, directors, employees, Creators, advisers, Operators, service providers, subcontractors, or consultants, but only on a need-to-know basis and only if such are under confidentiality obligations at least as restrictive as set forth herein. The Recipient may also disclose Confidential Information of Discloser’s to the Recipient’s regulatory agencies, auditors and legal counsel provided they are made aware of the Recipient’s obligations of confidentiality with respect to the Discloser’s Confidential Information.
    4. Creator agrees that it and anyone engaged by Creator shall: (a) use commercially reasonable efforts to safeguard the confidentiality of Confidential Information and Customer Data, and to protect it from unauthorized use and disclosure; (b) hold the Confidential Information in the strictest of confidence and not directly or indirectly use or disclose any Confidential Information in any manner except as permitted under this Agreement for the purposes of carrying out the Services as set forth herein; (c) comply with all applicable data protection laws and regulations in relation to Customer Data; and (d) have a privacy policy accessible to customers that describes the manner in which it protects and uses Customer Data.
    5. Notice of Security Breach The Creator must (i) notify Mindtrip of any actual or suspected loss or unauthorized use, disclosure, access and/or security breach of Mindtrip’s Confidential Information without undue delay and, in any case, not exceeding forty-eight (48) hours after the Creator’s discovery of the breach, and (ii) cooperate with Mindtrip and take such actions as may be necessary or reasonably requested by Mindtrip to minimize the violation and any damage resulting from it.
    6. No Implied Rights Nothing contained in this Section 9 will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or by implication, any rights or license to the Confidential Information of the other Party. Any such obligation or grant will only be as provided by other provisions of this Agreement.
    7. Return or Destruction When Confidential Information of the Discloser is no longer required for the Recipient’s performance under this Agreement, or in any event upon expiration or termination of this Agreement, at Discloser’s request, the Recipient will return all materials in any medium that contain, refer to, or relate to Confidential Information of the Discloser or, at Recipient’s election, destroy them, provided that Mindtrip may retain one (1) copy for archival purposes. At Discloser’s request, the Recipient will certify in writing that it has returned or destroyed all copies of the Discloser’s Confidential Information in the possession or control of the Recipient or any of its Affiliates or subcontractors.
    8. Duration of Confidentiality Obligations The Receiving Party’s obligations under this Section 9 apply to Confidential Information of the Discloser disclosed to the Recipient before or after the Effective Date and will continue during the Term of this Agreement and survive the expiration or termination of this Agreement in perpetuity.

  10. MISCELLANEOUS

    1. Notices

      1. All notices and communications in connection with this Agreement can be delivered to Mindtrip in writing or electronic form to the following address: Mindtrip, Inc. Email: [email protected] and any legal notices (e.g. indemnification, breach, termination shall be sent to [email protected] along with a concurrent copy to: 145 Forest Avenue, Palo Alto 94301, attention Legal Department; and
      2. Any notice or communication to be provided to the Creator under this Agreement can and shall also be validly sent to the email address as provided by the Creator.

    2. No Partnership

      Nothing in this Agreement shall be construed to constitute a partnership or employment between the parties.

    3. Entire Agreement

      1. This Agreement and all applicable information on the Creator Account Portal constitute the entire agreement between the Parties and supersedes any previous agreement and representations made between the Parties relating to the subject matter of this Agreement.
      2. In the event there is any conflict between this Agreement and any other agreements executed by the Parties, this Agreement and its terms shall prevail.

    4. Variations

      This Agreement may only be amended by the parties by mutual agreement in writing.

    5. Assignment

      Creator shall not assign, transfer, or encumber any of its rights and/or the obligations under this Agreement without the prior written consent of Mindtrip, and any transfer or assignment in violation of this Section will be deemed null and void; provided however, Mindtrip has the right to assign or transfer this Agreement.

    6. Severability

      If any provision of this Agreement is found to be unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

    7. Force Majeure

      1. Neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control, including but not limited to any act of God, of government or regulatory authority, war, fire, flood, explosion, or civil commotion, or failure of the Internet.
      2. (b) For the avoidance of doubt, if any, the failure to obtain the approval or the withdrawal of approval from the relevant government authorities or other governing bodies shall not be considered a Force Majeure Event.

    8. Independent Evaluation

      1. The Creator has read and independently evaluated all terms of this Agreement and the desirability of participating in the Mindtrip Creator Program, and is not relying on any representation, guarantee or statement other than the terms set forth in this Agreement.
      2. The Creator understands that Mindtrip may, at any time, solicit referrals from customers and/or other Creator partners on terms that may differ from those contained in this Agreement, or operate websites that are similar to or compete with the Creator Website(s).

    9. Dispute Resolution by Binding Arbitration

      PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

      1. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Mindtrip, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Mindtrip are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

      2. Prohibition of Class and Representative Actions and Non-Individualized Relief.

        YOU AND MINDTRIP AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MINDTRIP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

      3. Pre-Arbitration Dispute Resolution. Mindtrip is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Mindtrip should be sent to [email protected] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Mindtrip and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Mindtrip may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Mindtrip or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Mindtrip is entitled.

      4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

        Unless Mindtrip and you agree otherwise, any arbitration hearings will take place in the exclusive and personal jurisdiction of Santa Clara County, in the state of California. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

      5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Mindtrip or you under the AAA Rules, Mindtrip and you shall split them equally.

      6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

      7. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.

      8. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, Mindtrip agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Mindtrip written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

    10. Relationship of Parties

      Mindtrip and Creator are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 Creator Website or otherwise, that reasonably would contradict anything in this section.

    11. Waiver

      The failure of Mindtrip to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

    12. Limitations

      Creator agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    13. Admissible Documents

      A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

    14. Customer and User Disputes

      Creator agrees that, as between Mindtrip and Creator, Creator is solely responsible for its interactions with any user (including users with whom you share access to your travel plans, itineraries and booking information) and customers in connection with the Service, and Mindtrip will have no liability or responsibility

    15. Publicity

      You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.

  11. GOVERNING LAW & JURISDICTION

    This Agreement will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Mindtrip submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, California.

APPENDIX 1-DEFINITIONS

  • “Adjustment Event” means any event which causes an adjustment to the amount of the Materialized Registration, including but not limited to invalid email addresses, lack of email verification and account deletion.
  • “Black Hat Technique” means any attempt to redirect search results to particular target pages in a manner that violates Spamming Regulations, including but not limited to keyword stuffing, cookie stuffing, hidden text and links, doorway and cloaked pages, link farming, and blog comment spam.
  • “Cloaking” means a Black Hat Technique in which content presented to a search engine is different from that which the search engine subsequently presents to a user’s browser, for the purpose of deceiving the search engine to display pages which would not otherwise be displayed, including but not limited to the doorway page technique and the Open Directory Project web directory.
  • “Content” means all information, descriptive or otherwise, of Services available on the Mindtrip Travel Platform, including but not limited to Services information and descriptions, guest reviews, meta data, and cancellation or no-show policies and general terms of the Operator and including without limitation photos, video, pictures, articles, blogs including any updates, modifications, replacements, additions or amendments.
  • “Creator Account Portal” means the online web interface where Mindtrip may provide the Creator with promotional codes, Links, and Permitted Promotional Content.
  • “Creator Content” means any Content (including photos, blogs, articles, videos, posts, reels, shorts, etc.) created by you (in part or in whole) and published or shared by you (or at your discretion) about Mindtrip, our Services in connection with your participation in the Program but does not include any of Mindtrip’s Licensed Materials or Mindtrip’s Confidential Information. Creator Content shall not contain any Objectionable Content.
  • “Creator Group” means, where the Creator is a corporate entity, the group of companies or entities which are, or are under the direct or indirect control of, the ultimate holding company or shareholder(s) of the Creator.
  • “Creator ID” means the unique identifier, assigned by Mindtrip to the Creator, to be used within a URL parameter structure for the purpose of tracking the Magic Link.
  • “Creator Website” means any website, and/ or social media account directly or indirectly owned, controlled, hosted, and/or operated by the Creator, or companies within the Creator Group which has Links to the Mindtrip Platform and which must be ultimately pre-approved in writing by Mindtrip. Creator Websites shall not contain any Objectionable Content.
  • “Customer” means a unique visitor of the Creator Website(s) who is not a current or former Mindtrip customer, and subsequently, as a direct result of a Link, creates a valid new registration (as determined by Mindtrip in its discretion) for the Services on the Mindtrip Travel Platform.
  • “Customer Data” means all information identifying or otherwise relating to Customers, including but not limited to names, addresses (including email addresses), credit card details, and such other confidential and private information relating to a Customer.
  • “Double Serving” means creating or otherwise making available multiple ads on the same results page of a search engine, for the purpose of directing traffic to similar websites or pages with similar content.
  • “Intellectual Property Right” means any patent, copyright, inventions, database rights, design right, registered design, trademark, trade name, brand, logos, service mark, trade dress, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (including all top-level domain variants) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
  • “Link” means any embedded icon, object, graphic, or text within a web page or email that consists of a hypertext pointer to the URL address of Mindtrip Platform on the Creator Website(s). In creating any Link as part of the Permitted Promotional Content, Creator must use the Magic Link as supplied by Mindtrip. As long as the Link contains a Magic Link, these terms (Link and Magic Link) can be used synonymously herein.
  • “Magic Link” means the unique URL Mindtrip provides to Creator for use within Creator’s social media or blog posts to promote Mindtrip. This Magic Link will i) recreate and showcase the Creator’s recommendations into a Mindtrip transcript chat based on the content Creator supplied; and ii) includes tracking so that Mindtrip is able to attribute any Customers that click on the Magic Link from the Creator Website back to the Creator.
  • “Materialized Registration” or “MR” means any customer who (i) creates a valid new registration (as determined by Mindtrip in its discretion) through the Magic Link on the Creator Website for Services offered on the Mindtrip Platform, (ii) thereafter, in order to become verified, clicks on the email sent by Mindtrip (within ten (10) days of receipt of the Mindtrip email), and (iii) is a Customer.
  • “Mindtrip Brands” means any term or keyword which is identical or similar to any Mindtrip trademarks, trade names, brand or Services names, registered or unregistered, including but not limited to any variations, translations, misspellings and singular/plural forms, with or without any associated Internet domain names.
  • “Mindtrip Competitor” means any direct or indirect competitor of Mindtrip or its group companies.
  • “Mindtrip Creator Program” or “Program” means the Creator marketing program operated by Mindtrip that enables the Creator to earn Commission.
  • “Mindtrip Travel Platform” or “Platform” means the Internet and Mobile Travel Platform located at https://mindtrip.ai, or any other platform that may exist in the future, whereby registration can be made for the Services.
  • “MR Revenue” means the monthly revenue generated from Materialized Registrations.
  • “Objectionable Content” means any material, including textual, audio or video material, which contains or promotes any objectionable content, as determined by Mindtrip in its sole discretion, which may include, without limitation, any of the following:
    • sexually explicit material;
    • violence or hate toward any persons or groups, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    • illegal activities;
    • the buying, selling, exchange, or trade of crypto or virtual currency (for example, Coinbase, Trezor, CashApp, Gemini, and similar websites);
    • defamatory, fraudulent, or harassing content to Mindtrip or any third party;
    • content that violates the intellectual property rights of Mindtrip or its Operators;
    • disparaging content about Mindtrip or any of its executives, officers, employees, or agents;
    • content that drives traffic to websites that are under construction or not live at the time of Registration or at any time while participating in the Program, or;
    • disclosing personal information such as phone numbers, email addresses or asking viewers to do so;
    • any other Content which is unlawful, fraudulent, false, misleading, libelous, defamatory, derogatory, harassing, threatening, abusive, obscene, pornographic, profane, offensive, inciting, hateful, or otherwise objectionable, encourages conduct that would be illegal, infringes any third-party rights, or is any way otherwise inappropriate, objectionable or undesirable (whether for editorial, legal, business or other reasons).
  • “Operator” means the party providing the Services (e.g. hotels, restaurants, excursion companies) listed on the Mindtrip Travel Platform.
  • “Operator Brands” means any term or keyword which is identical or similar to any trademarks or trade names, registered or unregistered and including any variations, translations, misspellings and singular/plural forms, belonging to or owned by any Operator.
  • “Permitted Promotional Content” means any content, information, code (including promotional codes), links, tools or images provided by Mindtrip to the Creator for the purposes of this Agreement.
  • “Platform Content” means all links, landing pages, extensible markup language feeds, deep links and/or hyperlinks which are created, hosted and/or maintained by Mindtrip on the Platform, including but not limited to Services information and descriptions, guest reviews, meta data, and cancellation or no-show policies and general terms of the Operator and photos, video, pictures, blogs including any updates, modifications, replacements, additions or amendments.
  • “Predatory Advertising” means any method to create or overlay links and banners on websites, spawn browser windows, or to generate traffic from a website without that website owner’s knowledge, permission, and/or participation.
  • “SEM” or “Search Engine Marketing” means any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of search engine optimization, paid placement, contextual advertising or paid inclusion.
  • “SEO” or “Search Engine Optimization” means any process of improving the volume or quality of traffic to a website or a web page from search engines via search results, organic or otherwise, and/or realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
  • “Services” means all products and services offered on the Mindtrip Travel Platform, including but not limited to places, hotels, flights, restaurants, tours, activities, and experiences.
  • “Spamming Regulations” means any and all policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable, or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.
  • “Third Party Platforms” means any third-party search engine (marketing provider), meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other similar channels or other forms of traffic hosting media, whether online or offline.

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