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To be an authorized affiliate member of the Grand Canyon Group Affiliate Program, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the service as an affiliate. By signing up for this affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

You must complete a registration form to join the Program and then read and agree to this Agreement. We will evaluate your registration form and notify you regarding the status of your website ('the Site') in the Grand Canyon Group Affiliate Program ('the Program'). We may reject your application after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program.

Unsuitable sites include, but are not limited to, those that:

This agreement governs participation in the Grand Canyon Group Affiliate Program only.

Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement without notice. 

MASTER AGREEMENT

This Master Agreement ("Agreement") is made between Papillon Grand Canyon Helicopters, Inc. ("Papillon") as the executor of this program and you ("Affiliate").

BACKGROUND

Affiliate and Papillon each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Affiliate and Papillon.

TERMS AND CONDITIONS

In consideration of the promises set forth below, we agree as follows:

1. Commissions.

1.1. Papillon will make available its products and pay a specified commission in return for certain advertising services leading to the generation of a sale.

1.2. At any time prior to Affiliate providing a sale, Papillon may with or without notice (a) change, suspend or discontinue any aspect of a product or service or (b) remove, alter, or modify any graphic or banner ad submitted by Papillon for a product or service. Affiliate agrees to promptly implement any request from Papillon to remove, alter or modify any graphic or banner ad submitted by Papillon that is being used by Affiliate as part of the Program.

2. Affiliate's Responsibilities.

2.1. Papillon will provide special URLs and the ability to create special URLs that link to Program partner ("Partner") sites ("Required URLs"). Affiliate may post as many links to the Required URLs as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified by Papillon and this Agreement, but otherwise will be in the discretion of Affiliate.

2.2. Affiliate agrees not to make any representations, warranties or other statements concerning Partners, Partner's site, any of Partners' products or services, or Partners' site policies, except as expressly authorized by this Agreement.

2.3. Affiliate is responsible for notifying Papillon of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Program. Papillon will respond within reasonable time to all concerns upon written notification by Affiliate.

3. Commissions.

3.1 Papillon wil only pay commission on services delivered to the end customer.

3.2. A 'Qualifying Link' is a link from Affiliate's site to a Partner using one of the Required URLs or any other URL provided by Papillon for use if it is the last link to a Partner that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A 'Session' is either (a) a period of 30 days from the time of a Customer's initial contact with a Partner via a link from the Affiliate's site or the Agreement expires or is terminated or (b) if a Customer links to a Partner from more than one affiliate site within a 30 day period, then the period of time beginning from a Customer's initial contact with a Partner via a link from the Affiliate's site and terminating when the Customer either returns to the Partner via a link from a site other than Affiliate's site or the Agreement expires or is terminated.

3.2.1 Papillon agrees to pay Affiliate a commission if Papillon sells to a visitor to any participating site ('Customer') a product or service that is the subject of the Program and if that Customer has accessed a Partner and purchased the product or service via a Qualifying Link.

3.3. Papillon shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Papillon and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Papillon and will be final and binding on both Papillon and Affiliate. Prices for the products will be set solely by Papillon at its discretion.

4. Ownership and Licenses.

4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2. Papillon grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress, and proprietary technology provided by Papillon and posted on the Grand Canyon Group 'Image Library' and Asset interface solely for the purpose of creating links from Affiliate's site to Partners during the course of this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any good will resulting from Affiliate's use of a Partner's name, logos, trademarks, service marks and trade dress will inure solely to the benefit of that Partner and will not create any right, title or interest for Affiliate. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

4.3. Affiliate may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. ('Creative') that is provided by the the Program and is posted either at www.GrandCanyonOnePoint.com, www.grandcanyongroup.com, or within the Program interface. Affiliate shall not use the Creative in connection with any activity that disparages Papillon or any other Partner, its products or services, or that damages the reputation for quality inherent in the same. The use of Creative that is posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means besides the permissible methods described above is not permitted. If Affiliate does not fully comply with this provision Papillon may withhold commissions, immediately terminate this Agreement and/or permanently remove Affiliate from the program.

4.4. Affiliate's use of Partners' names, logos, trademarks, service marks, and trade dress pursuant to Section 4.2 and 4.3 must be in a manner that is clearly less prominent than that of Affiliate's name, logos, trademarks, service marks, trade dress, products and/or site name. Affiliate is prohibited from creating an impression that there is an association or affiliation between Papillon and Affiliate beyond the arrangement outlined in this Agreement.

4.5. Affiliate shall always maintain the quality of its services at a level satisfactory to Papillon. Papillon shall at times have the right to review Affiliate's activities related to this Agreement.

4.6. Affiliate shall immediately cease using Papillon's and/or other Partners' names, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination or expiration of this Agreement.

4.7. Affiliate grants Papillon a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Papillon's site to Affiliate's site. Papillon will remove such graphic or banner ad upon Affiliate's request.

5. Confidentiality.

5.1 Except as otherwise provided in this Agreement or with our prior written consent, Affiliate agrees that all information including, without limitation, the terms of this Agreement, Papillon's business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than Affiliate. Notwithstanding the foregoing, Affiliate may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

5.2 Papillon shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Papillon's or other Partners sites ('Customer Data') which is collected by Papillon, including without limitation, customers who access Partners' sites through Qualifying Links, and Affiliate shall have no right to use any such Customer Data.

6. Privacy.

6.1. Affiliate shall not send out any emails, directly or indirectly, that advertise or promote Partners, their products, services, web sites or offers without Papillon's prior express written consent.

6.2. Affiliate agrees not to send any email or other form of electronic message or advertisement containing any Partners' name, product or service, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Affiliate or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to 'opt out' of further communications from Affiliate either by calling a toll free number or by sending an 'unsubscribe' email to Affiliate.

7. Termination.

7.1. Either party may terminate participation in the Program at any time by requesting deactivation of their affiliate account. Termination of participation shall not terminate this Agreement.

7.2. Either party may terminate this Agreement at any time, for any reason. In addition, Papillon shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if Papillon determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or the orders/referrals were obtained fraudulently or through misrepresentation, in which case Papillon reserves the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation. However, all rights to payment, causes of action and any provisions, which by their terms are intended to survive termination, shall survive termination of this Agreement.

7.3. This Agreement shall commence as of the date last executed below and shall terminate as per the terms of sections 4.3 and 7.2 above.

8. Representations.

8.1. Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.

8.2. Affiliate represents that: (a) the contents of its website do not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that Affiliate has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website.

8.3. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification.

9.1. Affiliate agrees to indemnify, defend and hold harmless Papillon and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

10. Limitation of Liability.

10.1. Except for Section 9.1 ('Indemnification'), in no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

11. General.

11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

11.2. Papillon may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the affiliate.grandcanyononepoint.com Site and giving you notice of the modification through email listed on the affiliate account or via a method agreed upon in a subsequent written agreement between the parties. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED COMPLIANCE WITH THIS AGREEMENT FOLLOWING PAPILLON'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON ITS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Nevada. Any disputes arising out of this Agreement shall be brought in the federal or state courts located in Clark County, Nevada. If you need to send official correspondence, send it via registered mail to Papillon Airways, Inc., 680 East Pilot Road, Suite B-1, Las Vegas, NV 89119.

11.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

11.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.