This BIZ-CONNECT PROGRAM AGREEMENT (“Agreement”) contains the complete terms and conditions between us, INTEGER TRAVELS AND TOUR LIMITED, a registered and certified Nigerian based Travel Company, and You, regarding Your request to participate in Our BIZ-CONNECT PROGRAM as an Affiliate marketer of Integer Travels and Tour Limited.
BY PARTICIPATING IN THE BIZ-CONNECT PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. PROMOTION OF OUR BIZ-CONNECT RELATIONSHIP
a. If We allow You to participate as Our Biz-Connect, then We will make available to You a referral/tracking code subject to the terms and conditions of this Agreement. This unique code will serve to identify You as a member of Our Biz-Connect Program and will establish a connection between You and Us. The code may connect on any of your marketing platforms or any specific platform that We may designate from time-to-time (although commissions will only be issued on Qualified Purchases). In utilizing Your unique code, You agree that You will cooperate fully with Us in order to establish and maintain use of the code.
b. You also agree that You will display on Your platform(s) only those graphic or textual materials provided by Us or expressly approved in advanced in writing by Us. Your Affiliate platform(s) will display such graphic and textual images prominently in relevant sections of the platform(s). You agree not to use cookie placing techniques relating to referrals to Integer Travels that set a tracking cookie with any Referred Customer without the Referred Customer’s knowledge. Any information with respect to Us that is displayed on Your Affiliate platform(s) must be provided by Us or expressly approved by Us in writing in advance of any display.
c. EXCEPT AS PERMITTED ABOVE OR IN SECTION 13 BELOW, YOU MAY NOT AND ARE NOT AUTHORIZED TO:
(i) USE THE INTEGER TRAVELS TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE “CODE” AND THE “LICENSED MATERIALS” (DEFINED BELOW), ARE REFERRED TO HEREIN AS “OUR IP”), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION;
(ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE;
(iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) WILL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
d. All Codes may be modified and/or expanded by Us from time-to-time throughout the term of this Agreement. You are not allowed to post any refunds, credits or discounts or other content concerning Us, unless We have given You prior written permission in each instance. You may only use coupons and discounts that are provided exclusively through Our Marketing Biz-Connect Program. Each Referral/Tracking Code connecting customers from Your Affiliate Platform(s) to Us may in no way be transferred to someone else. Each unique Code is for one participant who has been successfully signed up by Us. Any violations of the terms surrounding Referral/Tracking Codes, coupons, refunds, credits or discounts will constitute a material breach of this Agreement and may result in Your termination from Our BIZ-CONNECT PROGRAM or withholding of Commissions.
2. ENDORSEMENT COMPLIANCE
It is Our intent to treat Our customers fairly and to comply fully with all Federal regulations related to advertising. You agree that You will comply with all such applicable regulations. This includes, but is not limited to, Federal Trade Commission Policies and Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Integer Travels) must prominently disclose the fact that financial or in-kind compensation is provided from the advertiser (this can simply be stated as Paid partnership). Integer Travels reserves the right to withhold commission fees and cancel this Agreement should We determine, at Our discretion, that You are not in compliance with the previously mentioned guide or any other trade commission advertisement requirements that We deem relevant.
3. ORDER PROCESSING
We will process orders/requests placed by a Referred Customer who uses Your Unique Referral/tracking Codes from Your Affiliate platform(s) or adverts to transact with Us. We reserve the right, in Our sole discretion, to reject orders/requests that do not comply with certain requirements that We may establish from time-to-time. All aspects of order processing and fulfillment, including Our service, cancellation, processing, refunds and payment processing will be Our responsibility. We will track the Qualified Purchases generated by Your Biz-Connect Referral/Tracking Code and will make this information available to You weekly. To permit accurate tracking, reporting and Commission accrual, You must ensure that Your Referral/Tracking Codes are quoted at all times by Your Referred Customer throughout their transaction.
4. COMMISSION DETERMINATION
Under Our Biz-Connect Program, You will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that You refer to Us under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the “Criteria”):
a. Each Referred Customer must be a new and unique visitor to Us and must complete and submit Our Eligibility Form using Your Unique Referral/Tracking code.
b. The commission rate is 15% of the net commission on any Qualified Purchase made by Your Eligible Referred Customer and is payable on each transaction done by Your Referred Customer for as long as you are in this program and in good standing. A referral commission of N500 applies for each NEW Eligible Customer You refer.
c. Each Referred Customer must make a Qualified Purchase, and provide a valid payment for Our Products and Services. To generate a Commission Fee for You, each Referred Customer must be an active, qualified customer of Integer Travels and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback.
d. Each Referred Customer must sign up in a manner, which in Our sole judgment, definitively establishes that the Referred Customer was referred directly from You to Us under this Agreement.
e. Each Referred Customer must remain in compliance with Our Terms of Service, Acceptable Use Policy and other policies that are active at the time the Commission Fees are processed.
f. Commission Fees may not be paid for the Qualified Purchase if the Referred Customer has been offered or received coupons, refunds, credits or discounts on Our Products or Services.
g. If a Referred Customer has received a notification from Us with a discounted offer for Our Products and Services, while transacting with us at any time, then We will ONLY pay Commission less the discount on the purchase.
h. Integer Travels reserves the right to withhold initial Commissions Fees for You until We have determined the legitimacy of Your Referred Customers and evaluated the cancellation rates of Your Referred Customers.
i. We reserve the right to suspend payment of Your Commission Fees at any time and indefinitely, if We suspect fraud or other improper activity or a potential breach of any of the terms in this Agreement by You or a Referred Customer. We reserve the right to deduct from Your current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable and cancelled Integer Travels purchases. Where no subsequent Commission Fee is due and owing, We will send You a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer and You will remit payment within ten (10) days of Your receipt of the same.
j. Integer Travels, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:
i. Any account/sale that has not been in an approved status in good standing as an account of Integer Travels for a period of at least thirty (30) days.
ii. All commissions generated for accounts or transactions that may be fraudulent, involving but not limited to overpricing or padding of bills, fictitious information, overpromising on offers, use of fraudulent platforms or scamming schemes.
iii. If We deem requests to be fraudulent or see a pattern of potentially fraudulent activity, including, transactions that do not comply with this Agreement, We review account information (including site/platform(s) content) to assess referrals.
iv. Altering Our Codes, Materials, and Links in any way.
v. Referred Customers that have been offered or received unapproved coupons, refunds, credits or discounts from You.
vi. Engaging in any “black hat” marketing techniques, artificially submitting Referred Customers, using marketing practices that We deem to be unethical or likely to attract fraudulent signups.
k. We reserve the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is Your responsibility to monitor the payment, denial and withholding of Commission Fees. We are not obligated to actively notify You of the status of Your Commission Fees. If You have a question about a Commission Fee that has been cancelled or withheld, then You have thirty (30) days from the day the payment was due to contact Us to discuss or reclaim the Commission Fee. Any changes to decisions about cancelled or withheld Commission Fees are strictly at Our discretion.
l. Commissions for any Referred Customer who is associated with any Integer Travels reseller, referral or other program may be removed from Your payment. In other words, You may not receive double commissions or compensation.
m. Any attempt by You to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees, to intentionally defraud Us or violate of any of the terms of this Agreement constitutes immediate grounds for Integer Travels to terminate this Agreement and will result in forfeiture of any Commission Fees due to You.
5. COMMISSION FEE ACCRUAL AND PAYMENTS
a. Subject to the terms of this Agreement, We will pay a Commission Fee equal to the specified percentage and amount in Naira as set forth in the Commission Report in Your Biz-Connect account on a Qualified Purchase by a Referred Customer which occurs during the month for which such Commission Fee is being calculated. Commission Fees will be processed in arrears, approximately 1 to 7 days after the end of the month in which they accrued.
b. Commissions will accrue and only become payable once (i) all relevant or pending payments are confirmed and refunds, discounts, coupons/voucher deductions have been made based on the agreed commission rates, all as applied only to Qualified Purchases which occurred within the month.
For example, if You provide sign-ups which result in Qualified Purchases on January 10th , then all payments must be confirmed and all deductions applicable made before or by February 7th of the same year in order for Commission Fees to accrue and become payable. All Qualified Purchases eligible to result in Commissions under this Section 5 must remain active and in good standing pursuant to the terms of this Agreement to remain eligible for accrual. Once a Commission has accrued under this Section 5, the amount of such Commission will be due and payable to You under the terms of Section 6. We reserve the right to change the Commission rate by amending this Agreement and will notify You for any such amendment pursuant to the terms of this Agreement.
6. PAYMENT FORMS/TYPES
a. Commission Fees shall be paid based on the current information in Your Biz-Connect profile. Please notify us promptly of any change in Your address by updating Your profile information in Your Biz-Connect profile. You are responsible for informing Integer Travels of Your desired Payment form/type. You can update or change desired payment form at any time by updating Your Biz-Connect profile. Changes to desired payment form may take up to two payout cycles to take effect. Integer Travels, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.
b. You will have access to Our real-time Biz-Connect Program statistics and activity and specifically agree to file any tracking or commission disputes as well as any other disputes and discrepancies within 45 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after 45 days of the date on which the Qualified Purchase occurred will not be accepted by Us and You forfeit forever any rights to a potential claim on any such dispute.
7. ADDRESS CHANGES/PROFILE UPDATE
You are responsible for informing Us about changes to postal and e-mail addresses, as well as any changes to Your name, email address, contact information, bank details, or other personal information that will impact Our ability to issue You a valid Commission payment.
Changes in bank details or payment form must be submitted by You 30 days ahead and must be updated in Your Biz-Connect Profile at least before the end of the current month to take effect.
Any email address changes must be submitted and updated in Your Biz-Connect profile at least 15 business days prior to the end of the calendar month in order for Commission Fees slip for that month to be sent to the revised email address.
8. REPORTS OF QUALIFIED PURCHASES
You may request Your Biz-Connect report to review Your Referrals and potential Qualified Purchases statistics on a weekly basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued on all Referred Customers that appear in Your Biz-Connect profile report.
9. OBLIGATIONS REGARDING YOUR PLATFORMS
a. You will be solely responsible for the development, operation and maintenance of Your Biz-Connect Marketing Platforms and for all materials that appear on Your Biz-Connect Marketing Platforms. Such responsibilities include, but are not limited to, the technical operation of Your Biz-Connect Marketing Platforms and all related equipment; creating and posting product reviews, descriptions, and references on Your Biz-Connect Marketing Platforms and linking those descriptions to Our
platforms/website; the accuracy and propriety of materials posted on Your Biz-Connect Marketing Platforms (including, but not limited to, all materials related to Our Products and Services); ensuring that materials posted on Your Biz-Connect Marketing Platforms do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
b. We have the right in Our sole discretion to monitor sign-ups through Your Biz-Connect Marketing Platforms at any time and from time to time to determine if You are in compliance with the terms of this Agreement. If You are not in compliance, then We may terminate this Agreement immediately.
10. OUR RESPONSIBILITIES
We will be responsible for providing all information necessary to allow You to make appropriate connections or Links from Your Marketing Platforms to Our platforms. We will solely be responsible for order processing for Request/Qualified Purchases placed by a Referred Customer from You, using Your Unique Referral/Tracking Code for tracking the volume and amount of Qualified Purchases generated by You, and for providing information to You regarding Qualified Purchases statistics. We will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related Integer Travels services and offers. Any determination made by Integer Travels regarding the foregoing will be binding absent manifest error.
11. POLICIES AND PRICING
Referred Customers that buy Our Products and Services through You will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures concerning Integer Travels orders, Integer Travels service and Our Products and Services sales will apply to those Customers. We may change Our policies and operating procedures at any time. For example, We will determine the prices to be charged for Our Products and Services sold under Our Marketing Biz-Connect Network in accordance with Our own pricing policies. Prices and availability of Our Products and Services may vary from time-to-time, from Biz-Connect to Biz-Connect, and from region to region. Because price changes may affect products that You have listed on Your Biz-Connect Marketing Platforms, You may or may not be able to include price information in Your product descriptions. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product or service.
12. E-MAILS AND PUBLICITY
The contents of your Emails and publicity made in the name of this Biz-Connect Program MUST be solely for product and service offers from Us under this Biz-Connect Program. You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as “SPAM”) promoting Our Products and Services without prior written consent from Us for each and every day when any bulk mailing will occur. We, in Our sole discretion, reserve the right to reject each and every e-mail mailing. Additionally, You may only send e-mails containing an Integer Travels Biz-Connect link and or a message regarding Integer Travels or Integer Travels’ Marketing Biz-Connect Program to person(s) who have been previously contacted and who consented to the fact that You will be sending an e-mail containing Integer Travels information or information about the Integer Travels Marketing Biz-Connect Program. Failure by You to abide by this section or Section 37 of the Nigerian 1999 Constitutions, in any manner, will be deemed a material breach of this Agreement by You and end any and all rights You may have to any Commissions. If Your account has excessive traffic in a very short period of time as determined by Integer Travels in its sole discretion, Your Biz-Connect relationship may be investigated and suspended where necessary.
13. LICENSES AND USE OF OUR LOGOS AND TRADEMARKS
a. Subject to the limitations set forth in Section 1 above and otherwise in this Agreement, We grant You a non-exclusive, non-transferable, revocable right to (i) access Our site and platforms as may be provided to you through Links solely in accordance with the terms of this Agreement and (ii) solely in connection with the Links, to use the Integer Travels trademark and logo and similar identifying material relating to Us (but only in the form(s) that they are provided by Us)
(collectively, the “Licensed Materials”), for the sole purpose of selling Our Products and Services on Your Biz-Connect Platform(s) and as approved in advance by Us. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the Integer Travels Marketing Biz-Connect Program.
b. You shall not make any use of any Licensed Materials for purposes other than selling Integer Travels Products and Services, without first submitting a sample to Us for approval in writing. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Integer Travels, any Integer Travels Customer or any Integer Travels employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and all of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license will terminate upon expiration or termination of this Agreement.
c. You grant to Us a non-exclusive right to utilize Your names, titles and pictures, where necessary, as the same may be amended from time to time (the “Biz-Connect Trademarks”), to advertise, market, promote and publicize in any manner Our rights hereunder; provided, however, that We will not be required to so advertise, market, promote or publicize the Biz-Connect Trademarks. This right/license will terminate upon the expiration or termination of this Agreement.
14. TERM OF THE AGREEMENT
a. The term of this Agreement will begin upon Our acceptance of Your Marketing Biz-Connect Program request and will end when terminated by either party. Either You or We may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commission Fees on Eligible Referrals and Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for Our Products and Services are not cancelled and comply with all Terms laid out in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Us in Our sole discretion.
b. If You violate this Agreement, then You will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from Our Marketing Biz-Connect Program.
c. Your participation in the Marketing Biz-Connect Program, and this Agreement, will be deemed automatically terminated immediately and all Commissions forfeited upon Your violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.
15. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications will take effect when posted on the communication channels, or Our site/platforms. We, in Our sole discretion, reserve the right to notify You by e-mail and further reserve the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules and Marketing Biz-Connect Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement. Your continued participation in the Marketing Biz-Connect Program following Our posting of a change notice or new agreement on Our various channels will constitute binding acceptance of the change.
16. DISCLAIMERS
We make no express or implied warranties orrepresentations with respect to the marketing biz-connect program or any of our products and services (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our site/platforms will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information about referred customers during the period of interruption.
17. RELATIONSHIP OF PARTIES
You and Integer Travels 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 Marketing Platforms or otherwise, that reasonably would contradict anything in this Section.
18. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to Us as follows:
a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
b. The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
c. You are the sole and exclusive owner of the Biz-Connect Trademarks and have the right and power to grant to Us the license to use the Biz-Connect Trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
d. No consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
e. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Biz-Connect of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the Biz-Connect Trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
f. During the term of the Agreement, You will not include in Your Biz-Connect Marketing Platforms content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically or otherwise objectionable.
g. You are at least eighteen (18) years of age.
h. Each Referred Customer and each Qualified Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
19. LIMITATION OF LIABILITY
We will not be liable for indirect, special, incidental, or consequential damages, or any loss of revenue, profits or data, arising in connection with this agreement or the Biz-Connect Marketing Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the Biz-Connect Program will not exceed the total commissions paid or payable to you under this agreement during the period of the event giving rise to such liability.
20. INDEMNIFICATION
You hereby agree to indemnify and hold harmless Us and Our subsidiaries and Biz-Connects, and their directors, officers, employees, agents, shareholders, partners, members, heirs, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that Our use of the Biz-Connect Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your Biz-Connect Marketing Platforms, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.
21. CONFIDENTIALITY
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Integer Travels and vendor lists, and pricing and sales information, will remain strictly confidential and will not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (x) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (y) to its accountants, attorneys, or other agents on a confidential basis, and (z) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
22. INDEPENDENT INVESTIGATION
Your request acknowledges that You have read this Agreement and agree to be bound by all its terms and conditions. You understand that We may at any time (directly or indirectly) solicit Integer Travels relationships on terms that may differ from those contained in this Agreement. We may also solicit Integer Travels relationships with entities that have and operate Marketing Platforms that are similar to or compete with Your Marketing Platforms. You have independently evaluated the desirability of participating in the Integer Travels Marketing Biz-Connect Program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
23. INTEGRATION
This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, negotiations, agreements and understandings.
24. GOVERNING LAW
The laws of the Federal Republic of Nigeria will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Imo State or Lagos State and You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of
law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.
I indicate my approval of this agreement and desire to become Integer Travels Biz-Connect under these terms and conditions by completing and submitting the Biz-Connect program sign-up form, by submitting proposed referred customers or qualifying purchases to us under our Biz-Connect program and/or by collecting commission fees from us.
