AvSky Charters Referral Agreement
This Referral Agreement (“Agreement”) is entered into as of the date of final mutual execution stated below (“Effective Date”) by and between AvSKY Charter Ventures, Inc., a Florida corporation with its principal place of business at 400 S. Tamiami Trail, Venice, Florida 34285 (“Company” or “AvSKY Charters”), and [Affiliate Name], [Address] (“Affiliate”). Company and Affiliate shall be collectively referred to as the “Parties” and individually as a “Party.”
1. Agreement Purpose and Statement of Relationship.
The Company operates an aviation charter brokerage business connecting clients to private air travel services (“Services”). The Affiliate desires to refer potential clients to the Company in exchange for compensation, under the terms set forth in this Agreement. In consideration of the mutual covenants and promises set forth herein, the Parties agree to proceed with a mutually beneficial referral arrangement under the following terms and conditions.
Upon execution of this Agreement, Affiliate shall become an “Affiliate” of the Company and shall be entitled to receive commissions based on the referral of potential clients who book charter services through the Company as a result of the Affiliate’s referral. The Affiliate agrees to use reasonable commercial efforts to refer prospective customers to the Company for Services. Referrals shall include the name, contact information, and relevant details about the potential customer. The Affiliate agrees and understands that they are an independent contractor, and nothing in this Agreement shall create an employer-employee relationship, partnership, joint venture, or other similar relationship between the Parties.
2. Commission Structure; Discount for Use of Affiliate Code.
For each successful referral that results in the booking and completion of a trip by a referred customer, the Affiliate shall be entitled to thirty percent (30%) of the Company’s commission from the first trip of a new paying customer only (“Referral Commission”), payable only in United States Dollars. Referral Commission shall be calculated based on the gross commission received by the Company and paid to the Affiliate within ten (10) business days following the Company’s receipt of payment from the referred customer. The Company will provide an itemized statement to the Affiliate outlining the details of the commission and payment calculation. If the referred customer has previously booked a trip or made contact with the Company regarding services within six (6) months prior to the referral, no commission will be paid to the Affiliate. Additionally, no commission will be paid on any subsequent trips for that referred customer after the first trip. The Affiliate is solely responsible for any and all tax liabilities, filings, and obligations arising from the Referral Commissions paid under this Agreement, including income taxes, self-employment taxes, and any other applicable taxes. The Company shall not withhold any taxes on behalf of the Affiliate. If a trip is purchased using an Affiliate’s referral code, the purchaser shall be entitled to receive a discount of $500.00 per leg of the trip. The discount will be applied to the total cost of the trip at the time of booking and is subject to the terms and conditions of the Company’s standard pricing policies. This discount is limited to one code per trip and may not be combined with any other discounts or promotional offers.
3. Term and Termination.
This Agreement shall commence on the Effective Date and continue indefinitely until terminated by either Party as provided herein. Either Party may terminate this Agreement at any time, with or without cause, upon providing fifteen (15) days’ written notice to the other Party. In the event of termination, the Affiliate shall be entitled to receive Referral Commissions for any bookings completed prior to the termination date, but no Referral Commissions will be paid for any Services completed after termination.
4. Affiliate’s Obligations; Search Policy.
During the term of this Agreement and for six (6) months after termination, the Affiliate shall not, directly or indirectly, solicit the Company’s customers for similar services or engage in activities that compete with the Company’s business. The Affiliate shall comply with all applicable federal, state, and local laws and regulations including without limitation to those governing marketing and advertising, when referring potential customers to the Company. Search marketing campaigns initiated by Affiliate cannot use the Company trademark or any variation of the Company trademark. Affiliates are prohibited to link directly to the Company from paid search campaigns. If Affiliate is either found bidding on trademark terms or direct linking or if Affiliate otherwise violates this search policy then Affiliate will immediately be in material breach of this Agreement and have all Referral Commissions reversed.
5. Confidentiality.
The Affiliate agrees to maintain the strict confidentiality of all non-public, proprietary, or confidential information disclosed by the Company (including without limitation the itemized statements referenced in Section 2) (“Confidential Information”), using the same level of care as the Affiliate uses to protect its own confidential information, but no less than a reasonable standard of care. The Affiliate will not disclose Confidential Information to any third party, except to employees, contractors, or agents with a need to know, and will only use the Confidential Information for the purpose of performing under this Agreement. The Affiliate shall immediately notify the Company of any unauthorized use or disclosure and cooperate with the Company to prevent further breaches. Confidential Information does not include information that becomes public, was already known, or is required to be disclosed by law, provided the Affiliate gives the Company notice. Upon termination of this Agreement, the Affiliate agrees to return or destroy all Confidential Information and to certify such destruction upon request. The obligations of confidentiality shall survive for five (5) years after termination of this Agreement.
6. Indemnification and Hold Harmless.
The Affiliate agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, counsel, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) any breach by the Affiliate of this Agreement; (b) any misrepresentation or violation of law by the Affiliate in connection with this Agreement or its performance hereunder; (c) any act or omission by the Affiliate that results in claims by third parties against the Company related to the referral or provision of Services by the Company; or (d) any tax liabilities, penalties, or obligations related to the Referral Commissions paid to the Affiliate under this Agreement, including but not limited to income taxes, self-employment taxes, or other applicable taxes.
7. Miscellaneous.
This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved through mediation or binding arbitration, as mutually agreed upon by the Parties, and held in Sarasota County, Florida. In the event that any dispute arises between the Parties and legal action is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorney’s fees and costs, including those incurred at trial, on appeal, or in any arbitration or mediation proceeding. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state courts located in Sarasota County, Florida, or in the United States District Court for the Middle District of Florida (Tampa Division), as applicable. The Effective Date of this Agreement shall be the date on which the last Party executes this Agreement, whether by handwritten or electronic signature. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.
