Travel Affiliate Terms & Conditions
Last updated: October 8, 2021
TERMS & CONDITIONS FOR TRAVEL AFFILIATE COMPANIES
MyBhutan owns creative rights to all itineraries and materials submitted to the Partner. The Partner shall not use any itinerary, iteration of an itinerary or materials submitted by MyBhutan outside the terms of this Agreement.
MyBhutan shall provide prompt notice of any cancellation due to booking issues, increase in service costs, unforeseen events or other local intervening matters that it encounters when processing an itinerary for an order. MyBhutan is not responsible for any damages or claims of any kind in the event of such cancellations.
Cancellations may occur for audiences/meetings without advance notice. In the case of a cancellation, MyBhutan may opt to substitute the audience/meeting with a different host. In this case, no refunds will apply.
MyBhutan requests that all documented disabilities or dietary restrictions be disclosed prior to arrival in Bhutan so a plan can be provided to outline any on-site limitations for the Participants in question. Providing necessary resources and/or support may require additional costs by the Partner.
All costs and expenses incurred by you in connection with this Agreement and the transactions contemplated hereby shall be paid by you.
All payments due to MyBhutan shall be made in U.S. dollars.
In the event that you institute a legal suit, action, or proceeding against MyBhutan arising out of this Agreement, and do not prevail in the suit, action or proceeding, MyBhutan shall be entitled to receive from you, in addition to all other damages to which it may be entitled, the costs incurred in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.
Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby.
Unless otherwise required by applicable law, you shall not make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior written consent of MyBhutan (which consent shall not be unreasonably withheld, conditioned, or delayed), and you shall cooperate as to the timing and contents of any such announcement.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and shall be deemed to have been given to the Partner (a) when delivered by hand (with written confirmation of receipt); (b) when received by the Partner if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the Partner, and on the next Business Day (as defined below) if sent after normal business hours of the Partner; or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the Partner at the address listed in the MYBHUTAN TRAVEL AFFILIATE AGREEMENT.
For purposes of this Agreement, (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation;" (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, MyBhutan and the Partner hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement constitutes the entire agreement of the Parties for travel experiences (referred to as ‘Experience’ or ‘Experiences’ in the MYBHUTAN TRAVEL AFFILIATE AGREEMENT, and now hereinafter in this Agreement referred to as ‘Experience’ or ‘Experiences’) provided by MyBhutan to the Partner.
Amendment and Modification
No waiver by the Partner of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by MyBhutan. No waiver by the Partner shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
The Partner hereby releases and forever discharges, and covenants not to sue, MyBhutan, and its officers, directors, employees and agents from all claims, demands, actions, causes of action, losses, liabilities, costs and expenses (including, without limitation, attorneys’ and other professionals’ fees and costs up through and including any appeal) arising out of the death, personal injury, property damage or otherwise suffered by any person or participant arising out of or related to, directly or indirectly, the Experience. In this regard, the Partner agrees to collect signed MyBhutan Waiver Release forms from each participant (or from parents/legal guardians for Participants that are minors) to the Experience.
Limitation of Liability
MyBhutan shall not be liable to the Partner for any special, indirect, incidental, exemplary, or consequential damages, including without limitation lost profits, business interruption, or loss of information, regardless of whether the Partner was advised of the possibility of any of the foregoing; and in no event shall the total collective liability of MyBhutan under this Agreement exceed the aggregate fees paid or owed to MyBhutan under this Agreement. The limitations of liability set forth in this Agreement shall apply irrespective of any failure of essential purpose of any limited remedy.
During the Term of the MYBHUTAN TRAVEL AFFILIATE AGREEMENT and for a period of 24 months following its termination or expiration, the Partner shall not make any solicitation to employ MyBhutan’s personnel without written consent of MyBhutan.
The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. The Partner agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that MyBhutan shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity.
No assignment or delegation shall relieve the Partner of any of its obligations in this Agreement.
Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
The governing law of this Agreement is the same as is specified in the MYBHUTAN TRAVEL AFFILIATE AGREEMENT.
Submission to Jurisdiction
Any legal suit, action, or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts in the jurisdiction listed in the Governing Law section of the MYBHUTAN TRAVEL AFFILIATE AGREEMENT, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified mail in accordance with the Notices section of the MYBHUTAN TRAVEL AFFILIATE AGREEMENT to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
Waiver of Jury Trial
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party in the Amgreement), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or (j) inability of third parties to provide services. The party suffering a Force Majeure Event shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
Relationship of the Parties
Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employer/employee or agency relationship. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
If any date on which the Partner is required to make a payment pursuant to the terms hereof is not a Business Day, then the Partner shall make such payment on the next succeeding Business Day. As used herein, a “Business Day” means a weekday other than a U.S. federal holiday or day when banks in the United States are authorized to close.
MyBhutan welcomes your questions or comments regarding the Terms and Conditions for Travel Affiliate Companies.