PriorityPass.com affiliate program

PriorityPass.com was launched in 1992 with the objective of providing frequent travelers with airport lounge access, irrespective of their class of travel, airline flown or existing membership in an airline loyalty program. This program offers a 1-day cookie duration.

PriorityPass.com was launched in 1992 with the objective of providing frequent travelers with airport lounge access, irrespective of their class of travel, airline flown or existing membership in an airline loyalty program. We have become the world's largest independent airport lounge access program. More than 2 million people carry a Priority Pass card whenever they travel and every year many thousands more enjoy the benefits that the Priority Pass card brings to them. Sign-up for the PriorityPass.com Lead Generation Program and start earning money for every membership subscription. 
TERMS & CONDITIONS
This Affiliate Participation Agreement (the Agreement) is entered into as of the affiliate sign up date (the Effective Date) by and between ("Affiliate") with its principal place of business at PRIORITY PASS, INC., a Texas Corporation, having its principal office at 5204 Tennyson Parkway, Suite 500, Plano, Texas 75024 (Supplier) and PepperJam (PepperJam) (in this Agreement, each a Party and together the Parties).
Subject to the terms and conditions specified below, the Parties hereto will perform their respective obligations as follows:
RECITALS
WHEREAS, Affiliate is a means a partner, person, entity or its agent operating one or more Web site(s) (domain or portion of a domain within the Internet) and/or subscription e-mail list(s) (Partner) who may earn financial compensation (Commissions) for Transactions (Sale(s) and/or Leads) made from such Partner's Web site, e-mails or other form through a click made by a Customer (generally any person or entity that is not the Partner's agent) on an online connection (Link) to a Web site or Web site content operated by another person or entity;
WHEREAS, Affiliate wishes to obtain certain enhancement services as described herein below for certain groups of Customers, and
WHEREAS, Supplier wishes to provide such enhancement services in consideration of marketing and promotion by Affiliate with the ultimate action of purchase by Customer as specifically outlined below from Supplier and PepperJam's facilitation of such purchase;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the parties agree as follows:
I. SERVICES. Supplier has agreed pursuant to the Cooperative Marketing Agreement effective upon acceptance of this agreement between Supplier and PepperJam (PepperJam) to provide certain services to be made available for offer by its Affiliates for certain Customers (Underlying Agreement). Affiliate has agreed to participate in the services made available by Supplier to PepperJam as more fully described in the Description of Services below (Services).
A. Overview. Supplier is the world's largest network of airport VIP lounges. Supplier provides its members with access to over 700 lounges in over 120 countries worldwide that have agreed to participate in Supplier's program. Listings and details of the participating airport lounges are described in the Priority Pass Lounge Directory, a copy of which will be provided by Supplier to Affiliate's Customers who elect to enroll. The Priority Pass Lounge Directory will be updated regularly on the Supplier's website which will be available to the Affiliate and Affiliate's Customers, subject to the terms of the Underlying Agreement, as the process is described below.
B. Description of Services.
1. Services. Under this Agreement the Services as defined include Priority Pass Membership (Membership) which provides lounge access to Customers described above. Customers receive Membership status upon enrollment. To participate and receive Membership, Customers have the option to enroll on the Supplier's website with the link and tracking pixel provided and serviced by PepperJam. The enrollment form will be made available to Customers via a link from an Affiliate. Once enrolled, a Customer pays the Membership fee and applicable lounge visit fee for the Customer and each Customer guest, if any, as defined below. Customers receive access to any and all participating airport lounges via their Priority Pass Membership card according to the Conditions of Use in Exhibit A attached hereto. No other cards or form of identification are accepted. Membership is based upon annual enrollment, and Customer's Membership will expire after one (1) year from the date of enrollment notwithstanding the Term of this Agreement and whether or not this Agreement is renewed for any additional term(s). Following termination of this Agreement, any Services being provided to a Customer with an existing open Membership at the time of termination, will continue as provided under the terms of this Agreement until such term of the Membership has expired.
2. Eligibility. Upon enrollment through PepperJam, Affiliates may offer the Services to its eligible Customers. Customers can elect to participate by enrolling via the dedicated URL. Affiliate is responsible for accurately advertising, promoting and other representing the Priority Pass brand and Services. Once the Customer's Priority Pass enrollment process is complete, the eligible Customer will receive a Priority Pass membership card for lounge access and the Priority Pass Lounge Directory which lists all available lounges and their amenities. The Priority Pass membership expires one (1) year from the date of issuance.
3. Customer Fees. Depending on the Membership level selected by the Customer, said Customer will be responsible for all Membership fees and applicable lounge visit fees. Membership fees are based on the levels of Standard, Standard Plus and Prestige at the rates of $99, $249, and $399, respectively. A fee of $27.00 is payable for every incremental Member lounge visit and any accompanying guest lounge visit made by a Customer. Supplier will charge this fee directly to the visiting Customer's designated account as provided by this Agreement. Upon thirty (30) days prior written notice to enrolled Customers, this fee may be adjusted to match the lounge visit fee published by the Supplier to its members.
II. ADVERTISING AND CONSUMER MARKETING MATERIAL.
A. Description of Services Provided to Customers. Supplier will provide accurate descriptions and conditions of Services as set forth in Exhibit B hereto, which description will include a royalty-free license to use Supplier's trade names, trade marks, and/or service marks, to be used for the primary purposes of advertising and promotion of the Services by Affiliate, or as required by law Pre-approved Content). Affiliate may reproduce the Pre-approved Content multiple times using the same template or size and position of artwork, if any. If Affiliate elects to promote or advertise the Services in any copy that deviates from the Pre-approved Content, Affiliate agrees to submit the altered version of the content to Supplier, prior to publication. Supplier's approval and/or rejection of the altered content will be provided to Affiliate as soon as reasonably possible in advance of the date when such advertising and promotions are to be made available by Affiliate, but in no event any longer than ten (10) business days following the submission by Affiliate for such descriptions. Failure to approve or reject within ten (10) business days shall constitute rejection. As requested by Supplier, Affiliate will make available samples of any marketing and advertising pieces designed, produced and/or distributed containing reference to Services, including but not limited to any PPC ad text or creative. Affiliate acknowledges that this provision is a material term of this Agreement and that Supplier will not be required to provide any service described in any marketing, advertising or promotional material not expressly set forth in this Agreement or any amendment thereto.
B. Costs Associated with Advertising and Promotion. Affiliate will undertake and pay all costs related to Affiliates advertising and promotion of the Services by Affiliate including the cost of distribution.
C. PPC Bidding Restrictions. Affiliate will be restricted from bidding on the brand term Priority Pass and any derivations of such term (ie. prioritypass, priority pass lounge, prioritypass.com, etc.). All other brand and non-brand related terms shall be restricted to bidding no more than US$1.50 per term whether it is bidding for content or search networks. Such terms include but are not limited to the following: airport lounge, airport vip lounge, airport club, airline club, airline lounge, and any and all other related term(s), keywords, key phrases or combination of these.
III. INDEMNIFICATION. Each Party shall indemnify, hold harmless, and defend the other Party and its officers, directors, and employees of and from any and all damages, losses, claims or expenses (including reasonable attorneys fees that the other Party may incur), including but not limited to claims arising out of alleged patent or copyright infringement, trade secret misappropriation, injury to or death of persons or damage to property, in connection with such Party's performance under this Agreement or the services performed under this Agreement, whether such liabilities arise in contract, tort or otherwise, either directly or indirectly, and including the acts or failures to act of such Party's agents, subcontractors, officers, directors or employees.
IV. TERM AND TERMINATION.
A. Termination of Underlying Agreement. The Parties acknowledge that PepperJam and Supplier may terminate the Underlying Agreement at any time in the event that the Service Agreement between PepperJam and Supplier is terminated in accordance with the Underlying Agreement terms and conditions. Termination of the Underlying Agreement will automatically terminate this Agreement.
B. Upon Termination of Affiliate. This Agreement (including Services hereunder) shall terminate automatically when Affiliate's participation in PepperJam is terminated for any reason.
C. Material Breach. This Agreement shall terminate in the event of any material breach of this Agreement made by a Party, which continues for more than twenty (20) days after the non-breaching Party gives written notice to the other Party and of the non-breaching Party's intent to terminate this Agreement. Without limitation, material breach shall include any failure of Affiliate to obtain approval of advertising and promotional materials in accordance with Section II above.
D. Termination by Affiliate. Affiliate may terminate this Agreement at anytime with sixty (60) days prior written notice.
E. Each party's obligations hereunder which arise prior to the effective date of such termination noted above shall survive such termination.
V. ENTIRE AGREEMENT. This instrument, including the recitals and Exhibit A hereto which are incorporated herein by reference, and any other documents expressly incorporated herein by reference, supersedes any prior discussions, correspondence, negotiations or communications of any kind, whether written or oral, and contains the entire agreement between the parties, and may only be changed or altered by a written instrument signed by the Party or Parties against which enforcement of any waiver, change, modification, extension or discharge is sought.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first above written.
EXHIBIT A
CONDITIONS OF USE OF PRIORITY PASS MEMBERSHIP
The following Conditions of Use are in affect upon the Commencement Date of this Agreement. Conditions of Use applicable at time of individual memberships will be provided in the Membership Package and published on the Priority Pass web site.
CONDITIONS OF USE
1. The cardholder agrees that by using a Priority Pass card, they agree to and accept these Conditions of Use. These Conditions of Use will prevail over any other terms and conditions provided to the cardholder in relation to use of the Priority Pass card.

2. The Priority Pass card is not transferable and is only valid up to its date of expiry and when it has been signed by the cardholder. The card may not be used by any person other than the named cardholder and only one Priority Pass card may be used for each lounge visit.

3. The Priority Pass card is not a payment card nor is it proof of creditworthiness and attempts to use it as such could constitute fraud.

4. Admittance to a lounge is conditional upon presentation of one valid Priority Pass card per person only (some restrictions may apply to Priority Pass Select cardholders and Priority Pass cardholders in the U.S. that receive their membership through a U.S. financial institution). Payment cards will not be accepted as substitutes for the Priority Pass card.

5. Lounge visits are subject to a per person per visit charge. Where applicable (dependent upon membership plan), all such visits, including those by accompanying guests, shall be debited to the cardholder's payment card by (i) Priority Pass or (ii) the card issuer as per the rates and terms notified by (i) Priority Pass or (ii) the card issuer to the cardholder in respect of their Priority Pass membership.

6. Priority Pass may amend the lounge visit charges at any time on providing 30 days’ notice in advance of such change. Where the cardholder receives the Priority Pass card through third party card issuer, any changes in lounge visit charges shall be notified to the card issuer, who is responsible for advising the cardholder. The cardholder agrees that the Priority Pass Group of companies is not responsible for any disputes that may occur between the cardholder and the card issuer nor for any loss incurred by the cardholder relating to any lounge visit charges debited by the card issuer.

7. In the event that the cardholder does not accept any change in the lounge visit charges, the cardholder shall have the right to terminate their membership on providing notice in writing directly to Priority Pass, or to the card issuer who will be responsible for informing Priority Pass and liable for any costs the cardholder incurs as a result of its failure to inform Priority Pass of such termination.

8. When presenting the Priority Pass card on entering the lounge, lounge staff will either electronically scan or take an imprint of the card and issue a 'Record of Visit' voucher or receipt to the cardholder or make a log entry. The cardholder must sign the 'Record of Visit' voucher or receipt, or sign the electronic reader (as applicable), which will also reflect the exact number of accompanying guests, if any, but does not show any per person per visit charge. The charge per visit for the cardholder, where relevant, and that for any guests will be based on the 'Record of Visit' voucher/receipt/log submitted by the lounge operator.

9. The lounge staff, will where appropriate, make a voucher imprint/log entry of the Priority Pass card, and the cardholder is responsible for ensuring the 'Record of Visit' voucher/receipt/log correctly reflects their own usage and that of any guests at the time of using the lounge. Where applicable, the cardholder is responsible for retaining the 'Cardholder's' copy of the 'Record of Visit' voucher or receipt presented to them at the lounge.

10. Access to the lounges for children and the fees for such visits varies across the lounges and the cardholder is advised to check the individual lounge description before travelling.

11. All participating lounges are owned and operated by third party organisations. The cardholder and accompanying guests must abide by the rules and policies of each participating lounge and the cardholder accepts that registering for a lounge does not guarantee continued access. The cardholder accepts that the Priority Pass group of companies has no control over the lounge operator’s decision whether to admit any cardholder, the number of people allowed in any lounge at any time, facilities offered, the opening/closing times, the length of time which cardholders may spend in the lounge and any charges payable for extended lounge visits or the personnel employed by the lounges. The administrators of Priority Pass will use reasonable endeavours to ensure the benefits and facilities are available as advertised, but the cardholder accepts that the Priority Pass group of companies does not warrant nor guarantee in any way that all or any of the benefits and facilities will be available at the time of the cardholder's visit.

12. The cardholder further accepts that the Priority Pass group of companies is not liable for any loss to the cardholder, or any accompanying guests, arising from the provision or non-provision (whether in whole or in part) of any of the advertised benefits and facilities.

13. Participating lounges have no obligation to announce flights and the cardholder accepts that the Priority Pass group of companies shall not be held liable for any direct or indirect loss resulting out of any cardholder and/or accompanying guests failing to board their flight(s). It is the cardholder’s responsibility to check the relevant entry requirements for any country being visited and to have the correct travel documentation for the journey.

14. The provision of free alcoholic drinks (where local law permits) is at the discretion of each lounge operator and in some cases may be limited or unavailable. In such cases the cardholder is responsible for paying any charges for additional consumption direct to the lounge staff. (See individual lounge descriptions for details.)

15. Telephone and Wi-Fi facilities (where available) vary from lounge to lounge and are provided at the lounge operator's discretion. Free usage of telephone facilities is normally limited to local calls only. Charges for any other lounge facilities are at the discretion of each lounge operator and the cardholder is responsible for paying these direct to the lounge staff.

16. Admittance to lounges is strictly subject to cardholders and any guests being in possession of a valid flight ticket and travel documents for the same day of travel. Airline, airport and other travel industry employees traveling on reduced-rate tickets may not be eligible for access. Outside the US, flight tickets must be accompanied by a valid boarding pass for a departing flight, i.e. outbound passengers only. Please note some lounges in Europe are located within designated Schengen areas of the airport which means that access is only provided to these lounges if cardholders are traveling between Schengen countries (an up to date list of Schengen countries is detailed at http://ec.europa.eu/dgs/home-affairs/what-we-do/policies/borders-and-visas/schengen/indexen.htm.)

17. Admittance to lounges is subject to cardholders and any guests (including children) behaving and dressing in accordance with the relevant lounge terms and conditions and any person not complying with such terms and conditions may be asked to vacate the lounge facilities. The Priority Pass group of companies is not liable for any loss suffered by the cardholder and any guests where a lounge operator has refused admission because the cardholder and/or guests have not complied with these conditions.

18. To the fullest extent allowed by law, the Priority Pass group of companies accepts no responsibility for the actions of the cardholder when using any participating lounge and shall not be responsible for any personal belongings brought into a lounge by cardholders.

19. Lost, stolen or damaged Priority Pass cards are to be notified immediately to (i) the Priority Pass office from which the card was issued or (ii) to the card issuer, who shall be responsible for providing a replacement card. A charge may be levied for any replacement card.

20. In the event of the cardholder cancelling or not renewing their Priority Pass membership or their payment card with the card issuer, the Priority Pass card shall be invalid effective from the cancellation date or the expiry date (as applicable) of their Priority Pass membership or their payment card. Any lounge visits made by a cardholder using an invalid card, including any guests, shall be charged to the cardholder. In the event that Priority Pass membership has been revoked due to the cardholder’s payment card being cancelled, Priority Pass reserves the right to pursue legal action to recover any outstanding charges. Cancellation of membership must be in writing to Priority Pass.

21. Renewal terms and conditions are at the sole discretion of Priority Pass. Priority Pass has the right to refuse membership to people who are employed by or contracted to an airline, airport or a Government in respect of airline or airport security.

22. If the cardholder has agreed to automatic billing, Priority Pass membership will be automatically renewed if the cardholder does not cancel such membership, in writing, at least 30 days prior to the end of the membership.

23. If the cardholder has agreed to standard billing, Priority Pass membership will expire if the cardholder does not inform Priority Pass that they wish to renew their membership in writing prior to the end of the membership.

24. The Priority Pass group of companies shall not be held responsible for any disputes or claims that may occur between the cardholder and/or any guests and a lounge operator, and the Priority Pass group of companies shall not be liable for any costs, damages, losses or expenses related to such disputes.

25. The Priority Pass group of companies reserves the right at any time in its sole discretion and without notice to revoke membership to Priority Pass or to terminate the Priority Pass programme. Where applicable a proportional refund of the annual fee/enrolment fee (whichever is applicable) will be made provided revocation has not been made because of fraud or misuse by the cardholder.

26. The cardholder agrees that s/he will defend and indemnify the Priority Pass group of companies, its directors, officers, employees and agents (collectively 'the indemnified parties') against and hold each indemnified party harmless from all liabilities, damages, losses, claims, suits, judgments, costs and expenses (including reasonable legal fees) for injury to or death of any person or damage to or destruction of any property arising out of the use of any lounge by the cardholder or any other person accompanying the cardholder, except that such indemnification shall not extend to acts of gross negligence or wilful misconduct by the indemnified parties.

27. Priority Pass makes no representations as to any income, use, excise or other tax liability of cardholders as a result of their Priority Pass membership. Cardholders are advised to check with their accountant or tax adviser for further information. The cardholder is solely responsible for any tax liability as a result of Priority Pass membership.

28. By using a Priority Pass card, the cardholder consents to any personal data being used in accordance with the Priority Pass privacy policy available at www.prioritypass.com or available on written request to Priority Pass at Cutlers Exchange, 123 Houndsditch, London EC3A 7BU, UK.

29. By inputting payment card details for payment of the annual membership fee, the cardholder accepts that these card details will be used for payment for any lounge visits at the prevailing rate.

30. The Priority Pass group of companies is constantly trying to improve the services it provides. If the cardholder has any concerns or complaints they should contact Priority Pass. Priority Pass may monitor telephone calls to maintain and enhance its services. All complaints relating to any lounge visit should be made within six months of the relevant lounge visit.

31. To make a complaint the cardholder can:
a. call us on UK +44 (0)[removed], Hong Kong +852 2866 1964, USA -Dallas +1 [removed]
b. write to Priority Pass, PO Box 120, Croydon, CR9 4NU, England
c. email at [removed]

32. Priority Pass will try to answer the cardholders query within five working days of receipt. If Priority Pass is not able to respond to your complaint within five working days, we will send you an acknowledgement letter to keep you informed of the progress we are making.

33. Priority Pass reserves the right at all times to make any changes to these Conditions of Use subject to giving cardholders reasonable notice as appropriate in the circumstances.

34. To the extent permissible by local law or regulation these Conditions of Use shall be governed by and construed in accordance with English law and Priority Pass and the cardholder submit to the non-exclusive jurisdiction of English courts to resolve any disputes that arise out of them.

35. Any provision of these Conditions of Use declared void or unenforceable by any competent authority or court shall, to the extent of such invalidity or unenforceability, be deemed severable and shall not affect the other provisions of these Conditions of Use.

36. If there is any conflict in meaning between the English language version of these Conditions of Use and any version or translation of these Conditions of Use, the English language version shall prevail.

EXHIBIT B
DESCRIPTION AND CONDITIONS OF SERVICES
I. Member Benefit.
1. Eligible Customer: Any customer of a PepperJam Affiliate.
2. Offer: Priority Pass Standard, Standard Plus or Prestige Membership.
3. Membership Fee Payment: Clients of the Affiliate party pays the following annual Membership Fee:
Membership Type Annual Membership Fee
Standard $99
Standard Plus $249
Prestige $399
4. Member Lounge Visit Fees: Customer pays applicable member lounge visit fees, as described in Appendix 2, paragraphs 1(b) and 2.3 of the Underlying Agreement and as published at time of enrollment.
5. Accompanying Guest Visit Fees: Customer pays applicable accompanying visit fees, as described in Appendix 2, paragraph 2.4 f the Underlying Agreement and as published at time of enrollment.
6. Enrollment: Customer must enroll through a Link directing said Customer to the PPI Enrollment Application.
7. Incentivized Traffic and Downloadable Software are not allowed in our program.
8. Email Campaigns are allowed as long as partners are CAN-SPAM Compliant. Email campaigns are allowed upon request. Please contact us for suppression lists and email creative. Any affiliate that runs mail campaigns without contacting us first is considered in violation of our terms and conditions.
II. Referral/Commission: For each New Customer who joins Priority Pass as a result of the cooperative marketing arrangement, a 10% commission of the sale amount will be paid to the Affiliate on the first-year of membership fees collected. In the event of a credit being issued to the Customer, such commission will be revoked against the payment of future commissions.