Agent Supplement to the Benny Terms of Service
This Agent Supplement, including the Influencer Guidelines attached as Attachment A (the “Agent Supplement”) supplements the Benny Platform Terms of Service (the “Terms”), which are incorporated herein (collectively, the “Agreement”), between you, an Agent accepted by One Night to review Hotels and book accommodations for Guests through the Benny Platform, and One Night. If any terms in this Agreement conflict with the Terms, the applicable terms in this Agent Supplement shall take precedence. All capitalized terms have the meanings set forth in the Terms, unless otherwise defined in this paragraph or in Section 14 (Definitions) below. If the Agent is a company rather than an individual, the individual accepting this Agent Supplement represents that he or she has the authority to bind the Agent to this Agent Supplement. “You” and “your” as used in this Supplement refer to the Agent.
1. SERVICES OVERVIEW
The Services provide you with the ability to review Hotels and accommodations for Guests on the Benny Platform. Your Reviews will include a link to the applicable Hotel profile on the Benny Platform, and will provide Guests with the ability to book accommodations at the applicable Benny Platform Hotel. For each completed Guest stay through a Confirmed Booking, you will receive an Agent Commission. You can review and recommend up to the maximum number of Hotels permitted by your Account to your Guest followers. You must not create more than one Agent Account, e.g., to try to circumvent the program limits.
2. AGENT REQUIREMENTS
In order to take part in the Services as an Agent, you must not (a) be an owner (directly or indirectly), employee or agent of One Night; (b) describe or present yourself as an agent of One Night or Hotels, or as acting on behalf of or representing One Night or Hotels in any manner, or for any purpose; (c) intend to make, or make, any bookings through the Services with the purpose of reselling such bookings to or for the benefit of a third party; or (d) be a government employee; candidate for public office; or any employee of (wholly or partly) government-owned or government-controlled companies, public international organizations, or political parties (including any official or representative thereof). You shall immediately inform us if you are a government official.
A. Agent Commission
For each completed Guest stay at a Hotel pursuant to the details in a Confirmed Booking (e.g., check-out date), you will receive the Agent Commission stated in your Account profile. We warrant that to the best of our ability, we will identify bookings made through your Reviews and pay you the Agent Commissions earned by you for such bookings. You must not manipulate your Agent Commissions in any manner, such as cooperating with a Hotel to write a disingenuously positive Review or by otherwise not acting in good faith.
Through your Account on the Benny Platform, One Night will provide you with a dashboard that includes relevant information necessary to track your Agent Commissions, which may include the number of pending and Confirmed Bookings and Agent Commissions pending and paid.
C. Payment Terms
When a Guest books with a Hotel through a link on your profile, we collect the Guest’s credit card details (though a third party vendor) and pass those details along to the Hotel. The Hotel will charge the credit card for any charges related to the booking in accordance with the policies stated in the information provided by the Hotel on their Benny Platform profile, and presented to the Guest during the booking process. Once the Guest has completed the booked stay with the Hotel, the booking qualifies for an Agent Commission. One Night will invoice each Hotel monthly for Agent Commissions representing your contribution to completed bookings, and will pay you pursuant to our remittance policies and in any case within sixty (60) days of receipt of the payment from the Hotel. If a Guest cancels a booking in accordance with the Hotel’s stated cancellation policy and does not stay at the Hotel, or if the booking is deemed fraudulent, you will not receive an Agent Commission for the booking. Otherwise, Agent Commissions are non-refundable. We shall make all Agent Commission payments via our third party payment provider, and any payments made pursuant to such provider will be subject to the terms and conditions offered by that provider. You acknowledge and agree that to commence your participation in the Services as an Agent, you are required to create an Account with our designated third party payment provider, which includes agreeing to the terms of that provider. If you do not agree to the payment provider’s terms, you can terminate your Account with us. Our systems, books and records shall be considered conclusive evidence of the amount of Agent Commission(s) due to you under this Agreement.
You are solely responsible for remitting all Taxes on your Agent Commission income through the Benny Platform to the responsible taxing authorities.
4. YOUR REVIEWS
A. Review Content
Your Reviews must review a Hotel listed in the Benny Platform directory and must reflect your own opinion based on your experience with the Hotel. You must provide complete, accurate and truthful information in your Review. We will not check to verify that your Reviews are accurate and/or truthful. We may make changes to any Content you provide, such as typo corrections, formatting changes, and other changes we deem necessary to fit the look, feel and tone of the Benny Platform. You shall promptly correct any inaccuracies in your Reviews after becoming aware of them or being notified by One Night. You agree that (a) if your Reviews include any photos, you will not feature any pronounced logos for another brand other than Benny or One Night’s logos in those photos; (b) you will not mention any other brands other than One Night or Benny in your Reviews; (c) any factual or opinion-based statement you make in connection with Reviews must be a true reflection of your beliefs, findings, or opinions; (d) your Reviews must comply with the United States Federal Trade Commission Guidelines Regarding Endorsements available on www.ftc.gov, and the Influencer Guidelines set forth on Attachment A to this Agreement; (e) before posting any photos, you must obtain written permission from any individuals featured in such photos; and (f) your Reviews must be original, and unless we mutually agree otherwise, must not contain any third party’s content.
B. Distribution of Your Reviews by One Night
Your Reviews may be surfaced by us in different locations on the Benny Platform, with or without attribution to you, and may be summarized and/or included with other relevant information specific to your role as a Benny Platform Agent. In addition to the licenses to your Content in the Terms, you irrevocably authorize and grant us the perpetual, worldwide, sub-licensable (through multiple levels of sublicensees), irrevocable, fully-paid, royalty-free, right and license to share and/or repost, publish, copy, reproduce, distribute, market, sell, offer for sale, promote, modify, adapt, create derivative works of, digitize, transmit, perform, display and otherwise use any all Publicity Rights contained in your Reviews in any and all forms of media or technology now known or hereafter developed, both during and after the Term, in connection with your Reviews. “Publicity Rights” means your name, photograph, social media handle, image, likeness (including caricature), biographical information, voice, appearance, and all reproductions or simulations thereof. We agree that we will only use your name and likeness in connection with your Review (and not as an endorsement of any other product or ad). We reserve the right in our absolute discretion to determine which Reviews are published on the Benny Platform, have no obligation to post your Reviews, and may remove your Reviews at any time.
C. Distribution of Your Reviews by You
You may publish your Reviews off the Benny Platform, provided that the Review must link to the Hotel on the Benny Platform and your sharing of the Review must not violate applicable anti-spam laws, e.g., you may only share the Review where you have a reasonable basis for believing that recipients of the Review want to receive it. In addition to your indemnification obligations in the Terms, you will indemnify and hold One Night and our employees, agents, affiliates, assigns and licensees harmless from any and all claims, actions, demands, damages, liabilities, regulatory proceedings, costs (including settlement costs), and expenses (including reasonable outside attorneys' fees and costs) arising from or in connection with unlawful forwarding or sharing of your Reviews. To the extent we permit you in writing to use any Benny Content (e.g., our name(s), trademark(s), logo(s), materials, or photographs), we give you a nonexclusive, royalty-free, revocable license during the Term to use, reproduce, and distribute the Benny Content solely in connection with the Reviews. Within a reasonable period of time after our written request to you to do so, you will remove any Reviews that we request you to from the Benny Platform or published by you off the Benny Platform. Except as expressly provided in your Agreement, we do not grant you any express or implied rights in the Services, Benny Content or Benny Data.
5. YOUR INTERACTION WITH HOTELS
You may not directly communicate with Hotels regarding bookings or the Services or do anything which could affect our relationship with Hotels (such as cause us to be excluded from the booking process or soliciting the Hotel to terminate or reduce its dealings with us). Any communications you wish to make with the Hotels regarding any portion of the Services must be made through us.
6. YOUR INTERACTION WITH GUESTS
You must not directly communicate with Guests regarding bookings or the Services, but instead must direct any communications with Guests through us. We are solely responsible for collecting Booking Data and payment details, sending booking confirmation to Guests, sending payment details to Hotels, and providing customer service to Guests with respect to Services through the Benny Platform. You shall promptly forward all customer service-related issues and questions with respect to the Services, e.g., regarding booking cancellations or payment issues, directly to email@example.com. You will not receive access to the Booking Data and must not collect any data from Guests. You must not do anything which could affect One Night’s relationship with Guests, such as speaking negatively about us or soliciting Guests to leave the Benny Platform.
7. BENNY DATA
As between you and One Night, you acknowledge and agree that One Night owns the Benny Data. One Night grants you and your third-party providers, under all of our applicable intellectual property rights, a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable license to retain, use, and disclose the Benny Data in conjunction with your use of and access to the Services, provided that you shall not disclose, disseminate, or make available Benny Data to third parties other than as needed to use and access the Services. Unless we otherwise agree or as otherwise set forth in this Agreement, you shall not directly or indirectly sell, use, transfer, (sub)license, communicate, disclose, make available, allow access to, divulge or otherwise disseminate the Benny Data (a) to any third party, (b) for price/availability comparison purposes, sites, reviews or investigations, or (c) for any other purpose other than generating Hotel bookings through the Benny Platform.
Either of us may terminate this Agreement at any time pursuant to the Terms. Confirmed Bookings as of termination will remain in effect, and you will receive an Agent Commission for any completed Guest Stays based on the Confirmed Bookings. Any amounts owed by either party prior to termination will remain owed after termination. Sections 4.B. (Distribution of Your Reviews by One Night), 9 (Confidentiality), and this Section 8 (Termination) of this Agent Supplement, as well as those sections in the Terms that survive according to the Terms, shall survive termination of the Agreement.
One Night and you agree to maintain the confidentiality of all Confidential Information disclosed to one another under this Agreement, and to only use the Confidential Information as part of the Services and as specifically permitted by the terms and conditions of this Agreement. “Confidential Information” is information, in whatever form, not generally known or readily available to the public, and proprietary and confidential to the disclosing party, including the Benny Data, your Agent Commissions, and the terms and conditions of this Agreement. Confidential Information does not include any information that was previously known to the receiving party. Your confidentiality obligations will survive the expiration, termination, or cancellation of this Agreement for a period of two (2) years afterwards (or, with respect to trade secrets, until such trade secrets are no longer protected as such under Applicable Laws). However, you may disclose Confidential Information to your agents and representatives who have been advised that the Confidential Information is confidential or in connection with a judicial proceeding after first telling us in writing of the proceeding and that you intend to disclose Confidential Information in it (and which Confidential Information you intend to disclose), and you may disclose the existence or terms of this Agreement as necessary to comply with Federal Trade Commission Endorsement Guidelines or other legal requirements.
10. USING YOUR AGENT ACCOUNT AS A GUEST
You may use your Agent Account to book Hotels on the Benny Platform as a Guest, subject to your agreement with the Terms and the Benny Platform Guest Supplement.
11. NO EXCLUSIVITY
One Night makes no representation and does not warrant that you will be the only Agent providing a Review for a particular Hotel. Multiple Agents may choose to review the same Hotel and, as such, will each be competing for bookings for that Hotel. You acknowledge and agree that the order or format in which your profile appears in the directory available to Agents or in any summary of Agent Hotel Reviews is entirely within One Night’s discretion. Additional terms with respect to the Content you provide for inclusion on the Services are included in the Terms.
12. INDEPENDENT CONTRACTOR
Your relationship with us is as an independent, third-party contractor, and not an employee, agent, joint venturer or One Night partner, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of One Night. We do not, and shall not be deemed to, direct or control your performance under this Agreement, including in connection with your provision of Reviews. You acknowledge and agree that you have complete discretion whether and how to write Reviews or otherwise engage in the Services.
13. ANTI BRIBERY
In soliciting Guests with respect to bookings through your Reviews, you shall (a) not directly or indirectly (i) offer, promise or give to any third party (including any governmental official or political party's official, representative or candidate)), or (ii) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (b) comply with all Applicable Laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act).
“Account” means an account you must register with us on the Benny Platform prior to accessing the Services.
“Agent” means an individual or company accepted by us to review Hotels and book accommodations for Guests through the Benny Platform.
“Agent Commission” means a percentage of the total Commission received on each booking, as stated in your Account profile, for a completed Guest stay pursuant to the details of a Confirmed Booking.
“Applicable Law” means all applicable local, state, federal, and international laws, rules, and regulations.
“Benny Data” means any data that is collected, generated, and otherwise processed in connection with the Services, including Booking Data processed through the Services, and any analytics information specific to the Services.
“Benny Platform” means the Benny App and the Benny consumer website directed to users in the United States of America (www.itsbenny.com) and related domains, including those directed to users outside the United States of America, through which the Services are made available.
“Booking Data” means Guest name, address, phone number, email address, and billing address (excluding credit card information), and any other personal information that either alone or in combination relates to an identifiable natural person, as well as details about the booking (including responsible booking Agent and related Commissions).
“Commission” means an amount deducted from a Guest payment for a Confirmed Booking to compensate One Night and you for Services provided on the Benny Platform.
“Confirmed Booking” means a Guest booking made with a Hotel through a link in your Review, that has been confirmed with the Hotel after the Hotel’s cancellation window and is identified is non-fraudulent.
“Content” means any information (including personal information), text, links, graphics, photos, audio, videos, and all other forms of data or communication that you can view on, access or otherwise interact with through the Services.
“Guest” means an individual or entity registered with One Night to access Reviews, book accommodations with Hotels, and take part in any other Services offered to Guests from time to time.
"Hotel" means a professional provider of accommodations available for booking on the Benny Platform.
“Review” means a review of a Hotel written by an Agent, through which a Guest can book accommodations at that Hotel at a discounted rate.
“Services” means the services provided by One Night through the Benny Platform, including Hotel booking services and the ability to create and browse Reviews.
“Taxes” means any VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes.
Agent Influencer Guidelines
One Night is excited to share our brand with the world, and are happy you can be a part of our message as a Benny Platform Agent. We ask that you follow these Guidelines when spreading the message or discussing our products or services in any context. Failure to follow these steps may result in our discontinuing our relationship.
You have a responsibility to clearly disclose your connection to the Benny Platform every time you speak, write or convey a message in any context about our products and/or services or those of a competitor. The disclosure must be made at the same time and place as your statement about the Benny Platform or a Hotel that you’ve reviewed on the Benny Platform (in other words, don’t hide the disclosure behind a click-through or on a different webpage).
A. If you are a Benny Platform Agent and speak/write about the Benny Platform on your own blog, website or social media account, please consider adding “Benny Agent” in your bio.
B. Whenever you post about the Benny Platform on your social media account(s), include the following:
(i) Sponsored, Ad, Paid Ad, Advertisement, or the hashtag #sponsored, #ad, or #paid; and
For example, “Loving this hotel! DM me for an invite to Benny!! #ad @friendswithbenny.” Disclosures on Facebook or Instagram must appear on top of the content before the “More” click-through.
C. When making a statement about the Benny Platform (e.g., posting on a website, blog, and social media or making a statement in an interview), make clear that you are partnered with the Benny Platform to promote its services:
(i) “I really love working with Benny because ______.”
(ii) “I decided to partner with Benny because ______.”
D. If the relationship if not clear from your statements, you must add “Sponsor,” “Ad,” “PaidAd,” or something similar to the post.
E. If you receive a direct question about your relationship with us, you should answer honestly and truthfully, though you do not need to disclose the terms of your compensation.
2. Disclose any payment or free merchandise you receive from us or a Hotel included in your Review. When discussing the Benny Platform or a Hotel, you must disclose a sponsored relationship if either we or the Hotel gave you something of value in exchange for promoting the Benny Platform or the Hotel’s products and/or services.
3. Your posts should reflect your own opinion or experience. Any statement you make about the Benny Platform or a Hotel should reflect your own honest opinion and experience, even if you are using suggested talking points.
4. Do not make claims that are untrue or unsubstantiated.
5. No disclosure is necessary unless you make an oral or written statement about the Benny Platform or a Hotel. For example, you do not have to disclose any relationship with the Benny Platform or a Hotel you’ve reviewed simply because you are wearing a shirt with our logo or a Hotel’s logo to a public event.
6. Respect intellectual property rights. Only post intellectual property (trademarks, copyrights, logos etc.) that you own all rights to or have been granted permission to use by One Night.
7. Use good judgment and be respectful. Do not post materials that are or may be obscene, libelous, hateful or discriminatory, illegal, harmful or in violation of a third party’s rights.
8. When in doubt, ask us at firstname.lastname@example.org.