1. Definitions

1.1. In addition to terms defined elsewhere in this Terms and Conditions/Agreement, the following definitions apply throughout this Terms and Conditions/Agreement, unless the contrary intention appears:

"We," "us," or "our" means Trodly Techlabs Pvt. Ltd. "You" or "your" means the applicant or the "Affiliate".

"Trodly Site" or "Trodly Website" means the Trodly [www.trodly.com] website. "Trodly App" means Trodly's mobile applications listed on Google, Apple and Microsoft Mobile Applications stores today or anytime in future.

"Trodly Booking Platform" means the Internet and Mobile Booking Platform (www.trodly.com), or any other platform that may exist in the future, whereby bookings can be made for Trodly's Services. Trodly Booking Platform can be used through Trodly APIs and Affiliate White label sites as well.

"Affiliate Group" means the Affiliate and the ultimate holding company of the Affiliate, including the group of companies or entities which are under the direct or indirect Control of the ultimate holding company or shareholder(s) of the Affiliate.

"Affiliate Website(s)" means the websites directly or indirectly owned, controlled, hosted and operated by the Affiliate or companies within the Affiliate Group on which the Services shall be made available to.

"Affiliate White Label Site" is the website or micro website provided by Trodly with Affiliate name or branding on the website. This site may or may not feature Trodly name or branding.

"Link" means an embedded icon, image, object, graphic, or text within a web page or email or API data that consists of a hypertext pointer to the URL address of Trodly on the Affiliate Website(s).

"Content" means all (descriptive) information of Services available on the Trodly Website including but not limited to product information and descriptions, guest reviews, meta data and cancelation or no show policies and general terms of the Operator and photos, video, pictures, including any updates, modifications, replacements, additions or amendments.

"Services" and "Activities" are the tours, trips experiences, tickets, adventure tours, and similar products listed by Operator on Trodly.

"Operator" and "Operators" is/are the third party supplier, provider and operators of the Services who have listed these on Trodly Site.

"User" means a visitor of the Affiliate Website(s) that has yet not completed a booking for the Services.

"Customer" means a visitor of the Affiliate Website(s) that completed a booking for the Services.

"Party" means either Trodly or the Affiliate.

"The Parties" means both Trodly and the Affiliate.

1.2. Unless otherwise required by the context in this Terms and Conditions, words importing the singular includes 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.

2. Scope

2.1. Non-exclusivity

Subject to this Terms and Conditions, the Affiliate shall operate as a non-exclusive distributor of Trodly.

2.2. Services

2.2.1. Parties have agreed that the Services shall be made available by Trodly to the Affiliate.

(a) Bookings Made on Affiliate White label Site, or on the Trodly Site or Trodly App

2.2.2. When a booking is made by a visitor through the Affiliate White label Site, or on the Trodly Site or Trodly App, Trodly shall be responsible for the transmission of the relevant booking details from the visitor who completed a booking to the Operator (e.g. the date of activity, type of activity, Customer name, etc.). Trodly shall also be responsible for sending of the subsequent email confirmation and/or confirmation voucher to the Customer.

2.2.3. Trodly shall provide customers purchasing Services through the Affiliate White label Site, or on the Trodly Site or Trodly App with the same benefits and same level of service as any other Customer of Trodly. Trodly will provide Customers with business hour email-based service for the purpose of attending to and resolving issues associated with a Service or purchase thereof.

2.2.4. The Services shall include customer services to and for the benefit of the Customer. The Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Services, the consummation of the booking and all other relevant issues, complaints and questions directly to Trodly (support@trodly.com) and not provide any further services in this respect.

b) Bookings Made on Affiliate website when using Trodly APIs

2.2.5. When booking is made by a visitor using Trodly provided APIs on Affiliate Website, Trodly shall be responsible for the transmission of the relevant booking details from the visitor who completed a booking to the Operator (e.g. the date of activity, type of activity, Customer name, etc.).

2.2.6. When booking is made by a visitor using Trodly provided APIs on Affiliate Website, Affiliate shall be responsible for sending of the subsequent email confirmation and/or confirmation voucher to the Customer. This required information will be provided by Trodly to the Affiliate through API response or e-mails or both.

2.2.7. Affiliate shall provide customers purchasing Services through the Affiliate site with the same benefits and same level of service as any other Customer of Affiliate.

2.2.8. Affiliate shall provide services that include customer services to and for the benefit of the Customer. Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Services, the consummation of the booking and all other relevant issues, complaints and questions directly to the Operator. Operator details are already shared with Affiliate at the time of the booking. Affiliate shall also inform Trodly of all customer service related issues so if issues have not been resolved by Affiliate and Operator, so that Trodly can take up the matter with the Operator.

b) Bookings Made on Trodly Agent Reseller Platform (B2B Markeplace)

2.2.9. When a booking is made by a Trodly Affiliate Partner on behalf of Customer through Trodly Agent Reseller Platform, Trodly shall be responsible for the transmission of the relevant booking details about the end Customer to the Operator (e.g. the date of activity, type of activity, Customer name, etc.).

2.2.10. Trodly shall however not communicate any booking confirmation or voucher to end Customer directly. Trodly Affiliate Partner shall be responsible for sending of the subsequent email confirmation and/or confirmation voucher to the Customer.

2.2.11. Affiliate shall provide services that include customer services to and for the benefit of the Customer. Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Services, the consummation of the booking and all other relevant issues, complaints and questions directly to the Operator. Operator details are already shared with Affiliate at the time of the booking. Affiliate shall also inform Trodly of all customer service related issues so if issues have not been resolved by Affiliate and Operator, so that Trodly can take up the matter with the Operator.

2.3. Link

The Affiliate shall at its own costs integrate and make the Link available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Website(s) as instructed by Trodly or as mutually agreed upon by the Parties.

3. License

3.1. Trodly hereby grants the Affiliate a non-exclusive, revocable, restricted, royalty free and worldwide right and license (or sublicense as applicable):

(i) to display such elements of the Trodly Data and such further information of the Services on the Affiliate Website(s), as provided or made available by Trodly to the Affiliate;

(ii) to promote and market the Services subject to the terms set out in this Terms and Conditions.

3.2. The Affiliate hereby grants Trodly a royalty free and worldwide right and license:

(i) to incorporate, integrate, include and display the Link and/or the Connection, as applicable, on the Affiliate Website(s); and

(ii) to make the Services available on the Affiliate Website(s).

3.3. No Sublicense Right and Non-disclosure

3.3.1. Unless agreed to otherwise in writing by Trodly, the Affiliate shall not sublicense the Link or Connection to any third party

3.3.2. Unless agreed to otherwise by Trodly in writing or save as set out otherwise in this Terms and Conditions, the Affiliate shall not directly or indirectly be entitled to sell, use, transfer, (sub)license, communicate, disclose, make available, allow access to, divulge or otherwise disseminate the Trodly Data or the Content:

(i) to any third party; or

(ii) or price/availability comparison purposes, sites, reviews or investigations; or

(iii) for any other purpose other than the generating of booking reservations for the Services; or

(iv) otherwise.

3.4. Affiliate grants to Trodly a non-exclusive, non-transferable worldwide right and license to utilize Affiliate's name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by Trodly. Trodly is under no obligation to advertise, market, promote, or publicize Affiliate. This license will terminate immediately upon termination of this Agreement.

4. Covenants and Undertakings

4.1. Performance of Affiliate Website(s)

4.1.2. Subject to the terms of this Terms and Conditions, the Affiliate agrees to use commercially reasonable endeavors to:

(i) customize the Affiliate Website(s) and integrate the Link and/or Connections in such a way as to generate as much traffic as possible to the Trodly Website or the Affiliate Website(s); and

(ii) promote and market the Services and the option to make bookings on the Affiliate White label Site and Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.

(iii) The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Website(s) and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Services after becoming aware of such errors or being notified by Trodly.

The Affiliate shall not:

(i) unless Trodly has given its prior written consent to the Affiliate, programmatically evaluate and extract information, including customer reviews, from any part of the Trodly Website (e.g. screen scrape) or attempt to do so and shall not determine the source code of the links or any content contained on or services provided by the Trodly Website or attempt to do so; or

(ii) upload any computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or

(iii) attempt to obtain credit or Commissions from Trodly by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive Trodly; or

(iv) otherwise attempt to cause detriment to Trodly and the Trodly Website.

4.2. Influence on Trodly's Relationship with Operators

To the greatest extent possible, the Affiliate agrees not to take or omit to take any action which may affect Trodly's relationship with the Operator. The Affiliate agrees not to cause or permit to be done anything which may cause Trodly to be excluded from the process of booking with any Operator, and shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on the business of Trodly or its staff, and shall not persuade, induce or attempt to induce any Operator to terminate its contract with or reduce its dealings and business with Trodly.

4.3. General Covenants and Undertakings

4.3.1. The Affiliate shall not make any static copy of the Content or any part of the Trodly Website including but not limited to customer reviews.

4.3.2. Trodly shall provide the Affiliate with a unique link to a secured affiliate partner website of Trodly ("the Affiliate White label Website"), dashboard, user ID and password which will allow the Affiliate to monitor the booking of Trodly products through the Affiliate Website(s) and all relevant management information made available by Trodly online. The Affiliate shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Affiliate Website Dashboard. The Affiliate shall immediately notify Trodly of any suspected security breach or improper use.

4.3.3. The Affiliate agrees and acknowledges that the restrictive covenants and undertakings set out in Clause 4 are reasonable and of material importance to Trodly, in particular for:

(i) its willingness to enter into this Terms and Conditions with the Affiliate and make the Services, the Content and the Services available to the Affiliate; and

(ii) the protection of goodwill, product, service and (market) reputation of Trodly.

4.3.4. The Affiliate agrees and acknowledges that all covenants and undertakings set out in Clause 4 shall:

(i) be promptly, duly and diligently complied with by the Affiliate; and

(ii) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in Clause 4.

4.4. Goodwill, Brand Protection and Traffic

In order to protect the product, service, brand and goodwill of Trodly, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) is and shall remain sufficiently and substantially distinct and different from the Trodly Website, to be determined at Trodly's sole discretion.

4.5. Intellectual Property Rights

4.5.1. The Affiliate acknowledges that Trodly and/or its licensors shall retain ownership of all rights, titles and interest in and to all Intellectual Property Rights of Trodly or embodied in the Trodly Website, including but not limited to the Trodly logo, the Content and the Trodly Data. Nothing contained in this Terms and Conditions shall be deemed to transfer any such right, title or interest to the Affiliate in any way.

4.5.2. The Affiliate shall not disclose, integrate, include, use, combine, exploit, incorporate or otherwise make the Content and Trodly Data, or any part thereof available:

(i) with its own content and/or the content of any Trodly Competitor, including the Operator; or

(ii) for any other purpose or in any other manner and/or on or through Third Party Platforms, except as expressly provided for in this Terms and Conditions. The Affiliate shall not amend, alter, modify, distort, create derivative of and/or new works based on and/or derived from the Content and the Content shall not include a direct or indirect link, reference, click-through or reference to the website of a Trodly Competitor, including the Operator.

(iii) Trodly 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 Trodly Intellectual Property Rights vis-a-vis the Affiliate or other third parties.

4.6. Promotion and Marketing

4.6.1. The Affiliate agrees and warrants that it shall not, and shall procure that companies within the Affiliate Group shall not, conduct, undertake, use, perform or exercise Paid Search, SEM or SEO activities, or any other form of online targeted advertising in respect of the Operator Brands or Name

4.6.2. The Affiliate shall not 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 Terms and Conditions or those restrictions or covenants of which the Affiliate could reasonably expect that any such actions fall under the scope of this Terms and Conditions.

4.6.3. The Affiliate shall not exploit or use the Content for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Terms and Conditions.

4.6.4. During the term of participation in the Trodly Affiliate Program, the Affiliate shall immediately comply with any request made by Trodly to adhere to and comply with Clause 5.6, failing which Trodly may terminate the Affiliate's membership in the Trodly Affiliate Program with immediate effect and without prejudice to its legal and contractual remedies.

4.7. Non-Solicitation

The Affiliate agrees not to contact, solicit or accept any Operator:

(i) as its business partner for bookings or reservation on or through the Affiliate Website(s); or

(ii) for sale of advertisement space or other advertisement or marketing purposes on the Affiliate Website(s).

5. Prices

Prices displayed on Trodly website, Trodly app or Affiliate White label site may be subject to applicable taxes such as GST, VAT as per country laws. All booking requests from Customers are subject to acceptance by Trodly in accordance with the Service/Activity terms and conditions, as in effect from time to time.

6. Commission Fees

6.1. Trodly shall pay Affiliate a referral fee as negotiated on retail price excluding additional taxes of each Service/Activity purchase availed (net of all cancellations and partial or full refunds) by Customers (the "Fee").

Users of APIs are given a nett price that is inclusive of local taxes as applicable according to the laws of the country. Affiliate partner using the API is free to set their own pricing strategy.

6.2. Trodly will make commercially reasonable efforts to ensure that all Affiliate fulfilled bookings are tracked, reported and paid for. However, Trodly's records will be final and the Affiliate shall have no recourse for any lost revenue or damages, except in the case of gross misconduct or fraudulent behavior by Trodly. Except in these latter cases, the Affiliate's sole recourse shall be to terminate its participation in the Trodly Affiliate Program.

6.3. Trodly reserves the right to change or alter any Commission Rates on the first day of any month. In such instances, a notice shall be posted on the Trodly Website and Affiliate Platform, and an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate. Notification shall occur at least 15 days prior to any change. Trodly shall have no responsibility to ensure that communications about changes in the program are received by the Affiliate.

7. Payment

7.1. Trodly shall pay Fees to Affiliate on monthly basis. The Affiliate shall be paid by the 10th working day of the following month. In the event Fees due are less than twenty United States dollars (US$50.00) then payment will be withheld until such time as the total Fees due are equal to or greater than fifty United States dollars (US$50.00) in a calendar month.

7.2. The Affiliate and Trodly agree that any adjustments to bookings that Trodly is notified about after the end of the month or after payments have been made to the Affiliate shall be adjusted accordingly in the following month's payment.

7.3. The Affiliate accepts that any cancelled or fraudulent transactions are not eligible for Commission.

7.4. Payment for API Bookings

The Affiliate using APIs and doing bookings using API integration needs full payment at the time of booking unless you have an approved alternative payment arrangement and scheme. Any alternative payment agreement must be agreed to in written between the parties. Availability of specified booked dates for the Services/Activities are guaranteed only after full payment is received by Trodly.

7.5. Late Payment

When payments are overdue and exceed the credit term provided, Trodly reserves the right to impose a penalty and/or interest to the outstanding amount, in accordance to local interest rate levels and practises.

8. Representations and Warranties

Each party represents and warrants that it:

(i) has full corporate power and authority to execute and deliver this Agreement,

(ii) has and shall hold throughout the Term all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations hereunder; and

(iii) shall comply with all applicable laws and regulations from time to time in force in the course of such performance.

9. Indemnity and Liability

9.1. Affiliate will indemnify and hold Trodly harmless from all claims, damages, and expenses (including, without limitation, attorneys. fees) relating to the development, operation, maintenance and contents of the Affiliate Site, excluding

(i) the Links from the Affiliate Site to the Trodly Site and

(ii) payments to Trodly from Customers.

9.2. Liability

Trodly will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement, even if Trodly has been advised of the possibility of such damages. Further, Trodly's maximum liability arising with respect to this Agreement will not exceed the total Fees paid or payable to Affiliate pursuant to this Agreement during the six (6) months preceding the event giving rise to such liability.

9.3. Third Party Claim

In the event of a third party claim, the indemnified Party shall promptly notify the other Party and the Parties shall act together in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the Indemnifying Party shall be entitled to take over a claim and assume the defense and settlement.

10. Compliance with Laws

In connection with your participation in the Afflate Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

11. Mobile Application Policy

Your Mobile Application:

(i) must be free to download and all Trodly links must be accessible without paying for access;

(ii) must have original content;

(ii) must not emulate Trodly's own shopping app functionality;

(iv) must not have price tracking and/or price alerting functionality, unless approved in advance by Trodly in writing;

(v) must not host or render Trodly web pages in WebViews.

12. Term and Termination

12.1. Unless agreed to otherwise, this Terms and Conditions shall commence on the date hereof for an indefinite period of time.

12.2. Each Party may terminate this Terms and Conditions with immediate effect at any time and for any reason, by written notice to the other Party.

12.3. Each Party may terminate this Agreement, with immediate effect in the case of:

(i) a material breach by the other Party of any term of this Terms and Conditions; or

(ii) the filing of a request for bankruptcy or suspension of payment in respect of the other Party; or

(iii) a change of Control in respect of the other Party.

12.4. All outstanding payments or due fees to Trodly must be cleared before this Agreement can be terminated.

12.5. Trodly reserves the right to terminate the Affiliate's participation in the Trodly Affiliate Program without notice in the case where no Materialized Affiliate Transactions have occurred in a period of 6 consecutive months.

12.6. Upon termination of the Affiliate's participation of the Trodly Affiliate Program, Trodly shall continue to pay to the Affiliate any outstanding Commission in accordance with Clause 7 for a period of 3 months after the termination date. Should the Affiliate fail to claim any unpaid Commission within that 3-month period, such failure shall constitute an effective waiver of the Affiliate's right to claim such Commission.

12.7. Upon termination and save as set out otherwise, this Terms and Conditions shall absolutely and entirely be terminated and cease to have effect without prejudice to a Party's rights and remedies in respect of an indemnification or a breach by the other Party of this Terms and Conditions.

12.8. Clauses 4.5, 4.6 shall survive the termination of this Terms and Conditions.

12.9. Immediately upon the termination taking effect, the Affiliate will remove any and all links to the Trodly Website, all Trodly-related content, links, banners, logos, and other references to Trodly.

13. Confidentiality

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party, except that either party may disclose the other party's confidential information:

(i) to its employees, officers, representatives or advisers (and, in Trodly's case, it may disclose to those of Trodly's group companies) who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14. Data Protection

Trodly shall be the data controller of the Customer Data and, to the extent that Trodly shares any Customer Data with Affiliate hereunder, Affiliate will be a data processor in respect of such Customer Data. Affiliate will process the Customer Data only in accordance with Trodly's instructions and otherwise in accordance with this Agreement. Affiliate will not share or disclose the Customer Data to any other person, and will put in place adequate technical and physical measures to protect the security, integrity, confidentiality and availability of the Customer Data. Affiliate will immediately inform Trodly if there is or Affiliate reasonably believes there to be any loss or unauthorized or unlawful access to the Customer Data. Each party shall comply with all applicable data protection and privacy laws and regulations. Trodly will not sell Customer lists to any third party, nor will Trodly add any Customer to its marketing database as a result of such Customer purchasing a Product. "Customer Data" means all personal data of a Customer and of any third party on behalf of whom a Customer purchases a Product, including but not limited to name, address, phone number, e-mail address and date of birth.

15. Feedback

Affiliate acknowledges and agrees that Trodly's and its affiliated websites may implement mechanisms that allow Customers to rate and provide feedback, reviews and commentary regarding the Products, and Affiliate agrees that all such ratings, feedback, reviews and commentary are owned by Trodly.

16. Disclaimer

Trodly makes no express or implied warranties or representations with respect to the Services/Activities offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage), or as to the amount of Fees that may be generated by Affiliate pursuant to this Agreement. In addition, Trodly makes no representation that the operation of the Trodly Site will be uninterrupted or error-free and Trodly will not be liable for the consequences of any interruptions or errors. Trodly shall use its reasonable commercial efforts to ensure the accuracy of the Service/Activity Information, however, Affiliate acknowledges that Trodly may not be able to verify that all Service/Activity Information is accurate or timely, and Trodly disclaims all liability with respect thereto. Trodly shall use reasonable commercial efforts to make the Service/Activity Information available to Affiliate, provided that Trodly reserves the right to restrict, suspend or terminate any or all Service/Activity and/or Service/Activity Information in Trodly's sole discretion.