TERMS AND CONDITIONS RENTCARS AFFILIATES

On one hand, RENTCARS LTDA, a corporate entity of private law, registered as Tax ID# 10.998.234/0001-23, headquartered at Rua Nunes Machado, 68, 12nd floor, Curitiba/PR, ZIPCODE 80250-000, and RENTCARS BV, a Dutch privately-held company, enrolled under the Tax ID No. 859404900, headquartered at Schiphol Boulevard 347, 1118BJ, Schiphol, Netherlands, both hereinafter referred to as RENTCARS; and, on the other hand, the AFFILIATE, whose qualification is found in the Affiliate Panel, hereinafter referred to as AFFILIATE.

Resolve, in common agreement, to sign the present Terms and Conditions (“Term”) of Partnership, to which, once signed, they shall be bound, and whereby they undertake and accept the clauses and conditions established below.

TERMS AND DEFINITIONS:

AFFILIATE: refers to the owner of the Internet address affiliated to RENTCARS.

“Black Hat” (also known as spamdexing): any attempt to redirect the results of a search for specific pages in such a way or manner that it infringes the Regulations of Spam. The techniques of Black Hat SEO (Search Engine Optimization) include: excessive use of keywords, hidden texts or links, input pages or techniques of Cloaking, artificial networks and spam in the comments of blogs.

Customer: refers to a visitor of the website of the Affiliate that executes and concludes a reservation of vehicles with RENTCARS.

Commission: financial remuneration to which the AFFILIATE has right for the services of disclosure and generation of reservations in the platform of RENTCARS.

Right of Intellectual Property: any patent, copyright, inventions, database rights, design rights, registered design, trademark, brand name, logotypes, technique, utility model, domain name and country code or any similar right or obligation, whether registered or without registration or any other Right of Intellectual or Industrial Property which exists in any territory or jurisdiction.

Lessor: company which handles rental of cars with which RENTCARS works.

Link: designates an icon, banner, widget, object, graph or text incorporated in a page of Internet, application or email which consists of directing hypertext of the Website of the AFFILIATE to an online address of the website of RENTCARS.

Parties: refers to RENTCARS and or the AFFILIATE (each one designated individually as “Party”).

Third Party Platforms: any search engine (advertising supplier); websites of travel search, price comparison; social network communities; browsers; sharing of service hosting contents, multimedia services of blog or other channels, or any other ways of means of communication (traffic hosting), either online or off-line.

Term of positioning and possible payment by RENTCARS to the AFFILIATE: refers to the term between the return of the vehicle by the Customer and the time required so that RENTCARS can possibly commission the AFFILIATE. This term encompasses the time practiced by the Lessors to position RENTCARS regarding the use or not of a reservation (show / no show). Considering the average term exercised by the Lessors, RENTCARS shall take a position and, if the reservation has actually occurred, commission the AFFILIATE (as of the date of return of the vehicle) within 120 (one hundred and twenty) days. Nevertheless, bearing in mind occasional operational limitations occurring by Lessors, RENTCARS reserves the right, in at most 10% (ten percent) of the cases, to extend such term until the moment of the effective positioning of the reservation by the Lessor.

Regulations of Spam: designates any conditions, regulations, restrictions or obligations which prescribe from time to time, declared applicable or announced in Third Party Platforms which (i) forbid or prevent Dual Servers, Cloaking or any other similar method or technique; or (ii) contain any other restrictions or regulations concerning spam or preservation of the experience of a single visitor.

TAG: computer program written in Javascript language which runs directly in the Customer’s computer, more specifically in the browser (Chrome, Firefox, Edge, Safari, etc.). This program is used to execute certain actions directly in site Rentcars.

Transaction Executed: refers to leasing which has been: (i) executed by the Customer; (ii) positioned and concluded with the Lessor; and (iii) RENTCARS receives its corresponding commissioning.

Website(s) of the Affiliate: designates the website(s) belonging to, controlled, received and operated by the AFFILIATE in which the Service shall be made available.

CLAUSE 1: OBJECT

1. The Program of Affiliates Rentcars aims to disclose the generation of reservations of leasing of vehicles on the website of RENTCARS through the sites of the Affiliates.

CLAUSULE 2: COMMISSIONING

2.1. RENTCARS shall pay the percentage of 20% (twenty percent) of its NET commissioning to the AFFILIATE for each vehicle reservation which is finished through the Website of the Affiliate. 

2.1.1. The AFFILIATE shall previously inform RENTCARS if and when the AFFILIATE makes available on its sites vehicle rental services of others Online Travel Agencies, whose business competes directly with RENTCARS.  

2.1.2. Other than those Online Travel Agencies previously informed by the AFFILIATE according to section above, the AFFILIATE shall not offer or render any similar services to the services offered by RENTCARS

2.2. If RENTCARS receives its remuneration in installments, the percentage corresponding to the AFFILIATE shall also be transferred in installments, following the same number of installments and their respective amounts. The settlement of the first remittance shall only occur after the positioning by the Lessor indicating if the reservation was effectively used, respecting the terms of positioning foreseen in the aforesaid TERMS AND DEFINITIONS, even though previous installments have already been paid by the Customer.

2.3. The payment referring to the commission of the AFFILIATE shall be transferred to the account owned by it indicated in the Panel of Affiliates in 20 (twenty) working days after the receipt of the invoice.

2.3.1. If the amounts owed to the AFFILIATE are less than US$500.00 (five hundred dollars) the sum due shall remain accrued for the following months or transferred within 15 working days if the partnership is formally terminated.

2.4. To have right to such percentage, the leasing shall be (i) executed by the Customer; (ii) positioned and concluded with the Lessor; and (iii) RENTCARS receive its corresponding commissioning referring to this reservation, observing the minimum term of positioning of the Lessors before RENTCARS and consequently RENTCARS before the AFFILIATE, as foreseen in the aforesaid Clauses.

2.5. The AFFILIATE shall be able to check the accrued amounts through the “Panel of Affiliate” through the use of its login and access password.

2.5.1 If the AFFILIATE disagrees with the information appearing in the Panel of Affiliates regarding the accrued amounts and, if the divergence is not resolved by the 15th (fifteenth) of the month of closing the report, the bill of sale/invoice, as well as the corresponding payment shall be processed as per the amounts originally foreseen. The possible difference, if there is one, shall be adjusted in the month following the solution of the divergence. If there is no adjustment in the ensuing month, the Parties shall no longer be able to question the amounts concerned.

2.6. If there are possible payment disputes (“chargebacks”) or possible reversals and/or returns which RENTCARS needs to make to the Customer, the commissioning amount of RENTCARS shall be reduced partially, or even fully. In these cases, RENTCARS reserves the right to debit the sum referring to the commissioning of the AFFILIATE from the accrued amounts in the month immediately following that of the reversal and/or return.

2.7. If the present Term is terminated without reason and there are still outstanding reservations of positioning and/or payment to RENTCARS by the Lessor, the AFFILIATE shall have right to its commissioning installment, which shall be paid by RENTCARS after the receipt of its own commission.

CLAUSE 3: RESPONSIBILITIES OF THE AFFILIATE

3.1. The AFFILIATE undertakes and shall be solely responsible for:

a) developing, operating and taking care of the maintenance of its site, and for all the material and information presented on it;

b) certifying that any material on its site does not violate or infringe copyright of RENTCARS or third parties (including copyright, brands, photographs, and other rights of intellectual property and image), as well as ensuring that the material is not defamatory, illegal or contrary to the policies of RENTCARS;

c) certifying that the integration between its site and the site of RENTCARS is duly configured, as well as integrating the code provided by RENTCARS correctly and without modification, ensuring that under no circumstances is such code transferred to third parties or used in any other media, website or advertising mechanisms; 

d) obtaining the due authorization for dispatch of email to Customers and, if requested, presenting such authorization to RENTCARS;

e) informing RENTCARS about any corporate alteration, assignment of part of its assets, alteration of its corporate object or any other modifications which this partnership incompatible or impossible to maintain; 

h) when applicable, make available its “TAG”, in legible format and without minification, for prior analysis by RENTCARS before its inclusion in the website or at any moment that it requested by RENTCARS;

i) always maintain updated all its data in the Panel of Affiliates;

3.1.2. RENTCARS shall not be responsible for any incorrect information published on the site of the Affiliate, or inserted in its Panel of Affiliate, or any losses occurring due to poor formatting of its links or poor maintenance thereof, which is the exclusive responsibility of the AFFILIATE.

3.2. The AFFILIATE agrees that under no circumstances, and under penalty of exclusion from the Program of Affiliates, shall it be able to:

a) compete directly with RENTCARS, developing its own vehicle ́s price comparison platform;

b) send any type of information, by email, to Customers which have not expressly authorized and requested the receipt thereof; 

c) use marketing email campaigns of RENTCARS, or its sites, to disclose and/or resend messages between its visitors and/or Customers that have not previously been approved and/or disclosed by RENTCARS;

d) use its code of Affiliates for links and URLs on unauthorized pages and images; or use the URLs and domains of any site belonging to RENTCARS for registration on sites of search, research, portals, comparisons of products, among others which have not been expressly authorized in the Program of Affiliates;

e) use, alter or also relate in an offensive, abusive or undue manner the name, brand, image, text, page - albeit partially - of any site belonging to RENTCARS which have not been expressly authorized;

f) disclose, support or report any material, image or contents which furthers pornography, violence, racial, sexual, social, religious discrimination, by age or nationality; illegal activities and/or those which infringe copyright or intellectual property and/or practice abusively techniques of “Black Hat”;

g) disclose by any means of paid ads (Google Adwords, Bing Ads, etc.) other services of renting vehicles which are not those offered by RENTCARS. Publications of its own authorship, not sponsored or paid, in its own profile in social networks not handled by this clause;

h) incur any type of fraud, either in modeling the assignment of sales of the database of the AFFILIATE, or any internal information issued to RENTCARS;

i) make available its “TAG” with any indication of ofuscated code, minification or in any way suspect which may come to deceive the system of generation and transmission of reservations of RENTCARS to the AFFILIATE.

j) disclose any information existing in its Panel of Affiliate, whether referring to amounts, numbers of reservations, information referring to commissions or other information or promotions of RENTCARS, which has not been approved and/or disclosed beforehand;

k) accept, make any offers, or in another way act in the name of RENTCARS.

l) make any statement, on its site or in any other place, which contradicts any of the terms described in this Term.

3.2.1. In the occurrence of the case foreseen in clause 3.2. above, the incidence of an indemnifying fine equal to the double of the total amount of commissions received by the AFFILIATE in the last 12 (twelve) months of Partnership is hereby established between the PARTIES. Without loss of this fine, RENTCARS shall withhold as partial indemnification all payment still outstanding, as well as take the fitting judicial measures to seek criminal accountability of the AFFILIATE, besides civil indemnification of the injured parties.

CLAUSE 4: RESPONSIBILITIES OF RENTCARS

4.1. RENTCARS undertakes, and shall be responsible for the following conduct:

a) supply of the integration components required to redirect the Customers to its website;

b) fulfillment of the information disclosed by it, assuming the obligation of maintaining the AFFILIATE exempt of all the damage arising from noncompliance therewith. The responsibility of RENTCARS is limited to the information which it shall provide to the AFFILIATE, unless the problems of the Customers are generated by an act or omission of the AFFILIATE. In this case the AFFILIATE shall answer exclusively for the judicial and/or extrajudicial costs and losses.

c) disclosure of advertising information, amounts or tariffs indicated on its own platform or supplied by RENTCARS to the AFFILIATE.

d) maintaining its system available during 98% (ninety-eight percent) of concurrent hours, calculated monthly; not being responsible, nevertheless, for interruptions or errors which occur in the transmission of data on the Internet;

e) installation, accommodation and management of “TAG” of the AFFILIATE (when applicable and if approved).

4.2. RENTCARS, owner, among others, of the sites and apps Rentcars and Rentcars.br, shall be able to alter the procedures for the Customer, as well as amend the contracts signed with the partner Lessors at any time and as it exclusively defines. The tariffs presented can be altered at any moment. Nevertheless, RENTCARS undertakes to honor the price in force on the website at the moment of the execution of search and effective reservation by the Customer.

CLAUSE 5: MUTUAL RESPONSIBILITIES OF THE PARTIES

5.1. The PARTIES, for themselves, their partners or controlling shareholders, and coworkers declare and undertake, in each and any act related to the present Term that:

a) they shall execute their activities observing the legislation in force, they have not committed and shall not commit any act/fact of corruption, fraud, bribery, undue payment, money laundering, cartel, antitrust, administrative impropriety and/or competitive crime, in the form of the legislation in force, including of other countries, if applicable to their business, henceforth denominated “Anti-corruption Laws”; 

b) they shall adopt all the measures required so that the entities involved in the execution of the present Term comply with the Anti-corruption Laws, for the prevention and detection of possible infringements of the applicable legislation in force;

c) they undertake to ensure the maintenance of the secrecy of all the commercial secrets, technical knowledge and other information which they may come to be aware of from each other due to the commercial relationship that the present Program of Affiliates, as well as declare that they are fully aware that they are forbidden, in any case or pretext, from using, disclosing, making available, transferring, assigning in any way or providing information and/or data from each other or third parties involved, obtained arising from this Term, except for the fulfillment of clauses of this  Term, as well as if there is authorization from the Party Disclosing the information for this purpose, under penalty of bearing the direct losses and damages arising therefrom. The obligation of nondisclosure shall extend even after the end of this Term, for the term of 05 (five) years.

d) they agree and expressly undertake to collect and process the personal data of any Customer fully respecting the provisions contained in the Regulations (UE) 2016/679 (GDPR - General Data Protection Regulation), as well as any other similar national legislation applicable concerning the protection of data, including the new Data Protection Act 2018, United Kingdom Parliament, the Brazilian Federal Law n.º 12.965/2014 (Civil Rights Based Framework for the Internet), and the Brazilian Federal Law n.º 13.709/2018 (Personal Data Protection Act), also observing and respecting possible amendments and new legislations, regulations and governmental orders related to data protection, privacy and security. In the case of possible infringement of that set forth in this clause, the Infringing Party assumes full responsibility in compensating each and any cost borne by the other Party directly or indirectly), without loss of bringing possible appropriate suits.

5.2. Due to the liabilities assumed in the present Term, the party which fails to comply with provision contained herein undertakes to indemnify and hold the Innocent Party and all its linked companies harmless concerning any claims, of any nature, brought by the Innocent Party or by any third party regarding the object of this Term, having to bear all the costs and expenses related to such claims.

5.3. None of the PARTIES shall be liable for noncompliance with the contractual provisions due to act of God or force majeure. 

CLAUSE 6: GRANTING OF LICENSES

6.1. The AFFILIATE grants the right and license for use of graphs, logotypes, trade name, brands, and any other similar ID materials and those related to copyright and intellectual property which are supplied, strictly for online and off-line ads, trade fairs and disclosure on reservation channels, as well as the right of executing advertising campaigns online and in traditional media, mentioning the names of its establishments, its possible trademarks and the use of images to gain possible Customers.

6.2. RENTCARS grants to the AFFILIATE the right and the license to further and sell the services in accordance with the conditions established in this Term, as provided or made available by RENTCARS to the AFFILIATE, provided that it is solely and exclusively for the purposes proposed by the Program of Affiliates.

6.3. The AFFILIATE grants to RENTCARS the right and the license to incorporate, integrate, include, display the Link and/or the Connection, as well as make available its serviced on the website(s) of the Affiliate;

CLAUSE 7: PROTECTION OF BRAND AND RIGHT OF INTELLECTUAL PROPERTY

7. The property rights on all the icons, messages and other images, as well as of the name and brand Rentcars belong to RENTCARS, the AFFILIATE being forbidden to modify an of the icons, messages or other images contained in the material available on the sites of RENTCARS.

CLAUSE 8: TERM AND TERMINATION

8.1. The present Partnership in the Program of Affiliates shall start upon the date of its acceptance and shall remain in force for an undetermined term, being able to be terminated at any time by the AFFILIATE or by RENTCARS, with or without reason, regardless of the payment of any fine, through the dispatch of communication in writing, the communication made by email being accepted as valid.

8.2. The end of the Partnership shall be considered to be executed on the date of dispatch of communication by email, either to the official mail of RENTCARS; or to the email registered by the AFFILIATE in the Panel of Affiliate.

CLAUSE 9: GENERAL PROVISIONS 

9.1. The PARTIES perform and shall perform the activities related to the present Program of Affiliates as independent Parties, there not being, for any purposes, any type of company, association, joint venture or, also, any other relationship of a similar nature between the PARTIES, none of the PARTIES being allowed to act in the name of another one. Moreover, the PARTIES acknowledge and declare, in this act, that there is no relationship of intermediation, representation or employment link. Thus, RENTCARS shall not be responsible for any damage, loss of income, profit or information arising directly or indirectly from this Program of Affiliates.

9.2. The present Term constitutes the full agreement between the PARTIES, prevailing over any other agreement, oral or in writing, established beforehand.

9.3. All the notifications and other communication required or allowed here shall be in writing and considered to be received when delivered to the email registered by the AFFILIATE in its Panel of Affiliate.

9.4. The omission or tolerance of RENTCARS in demanding the strict fulfillment of the conditions of this Term, shall not constitute novation or waiver, or affect its rights, which can be exercised at any time.

9.5. In the case of any claim or dispute arising from this Term, related to it or resulting from its infringement, the PARTIES shall be guided by the principles of good faith, and make their best effort to resolve the issue in a friendly way, seeking a solution which is fair and satisfactory to both.

9.6. The AFFILIATE shall not be able to assign or transfer, in whole or in part, and under no circumstances the rights and obligations arising from the present instrument, without the prior and express authorization in writing of RENTCARS. Due to its global performance, RENTCARS is authorized to extend the conditions agreed upon in this instrument to other companies belonging to the RENTCARS group.

CLAUSE 10: COURT AND MODIFICATIONS

10.1 To settle any lawsuit arising from this instrument the PARTIES submit themselves to the laws of the Federal Republic of Brazil, the Central Court of the Judicial District of the Metropolitan Region of Curitiba being exclusively qualified, with the exclusion of any other, however privileged it may be. In that regard, the Portuguese version of this Agreement shall always prevail.

10.2 RENTCARS shall be able, at any time, to modify the present Term or any additional terms which are applicable to this Partnership to, for example, reflect amendments of the law or changes in its Services. The AFFILIATE shall see the Terms regularly. Alterations regarding new functions of a Service or amendments made for legal reasons shall come into force immediately.