FareHarbor Performance Marketing Terms

These FareHarbor Performance Marketing Terms (“Performance Marketing Terms”) are between:

The legal entity/person that is the subject of the ‘Know Your Customer’ check (“Provider”) performed by FareHarbor and/or the applicable payment service provider; and
FareHarbor B.V., a limited liability company registered in the Netherlands (“FareHarbor”).

Provider and FareHarbor may each be referred to as “Party” and collectively as the “Parties” herein.

1. Contractual Framework.

1.1 Related Agreements.

1. 1. These Performance Marketing Terms supplement and incorporate the Terms of Service for Providers, as may be modified or updated from time to time (“General Terms of Service”), available at https://fareharbor.com/legal/tos/providers/, or any successor or replacement URL that FareHarbor may designate.
  2. These Performance Marketing Terms incorporate the FareHarbor Data Processing Agreement, as may be modified or updated from time to time, available at https://fareharbor.com/legal/data-processing-agreement/ or any successor or replacement URL that FareHarbor may designate, which sets out the Parties rights and obligations under Data Protection Laws.
  3. Each Insertion Order (as defined below) signed by Provider is incorporated into these Performance Marketing Terms as if fully set forth herein. All capitalized terms used but not defined in an Insertion Order shall have the meanings ascribed to them in these Performance Marketing Terms.
  4. In the event of a conflict between these Performance Marketing Terms and the General Terms of Service, the Performance Marketing Terms shall control solely with respect to the Marketing Services (defined below), while the General Terms of Service shall govern all other aspects of the Provider’s relationship with FareHarbor. In the event of a conflict between these Performance Marketing Terms and any Insertion Order, the terms of the Insertion Order shall control.

1.2. Provider Definition. For the purposes of these Performance Marketing Terms, the term “Provider” shall be synonymous with and carry the same meaning, rights, obligations, and liabilities as the term “Provider” in the General Terms of Service. Any subsequent modifications, amendments, or redefinitions of the term “Provider” in the General Terms of Service shall automatically apply to and be mirrored in the definition of “Provider” in these Performance Marketing Terms.

1.3. Additional Service. The Marketing Services provided under these Performance Marketing Terms are deemed to be an Additional Service as defined in the General Terms of Service.

2. Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the General Terms of Service.

2.1. “Ad Spend” means periodic payments made from Provider to third-party digital platforms for the purpose of funding SmartAd Program(s).

2.2. “Insertion Order” means a binding agreement between FareHarbor and Provider detailing specific mutually agreed-to commercial terms related to a SmartAd Program, including the scope of services, Ad Spend, Platform(s), associated fees, term and any additional provisions.

2.3. “Launch Date” means the date the SmartAd Program launches on the applicable Platform(s) .

2.4. “Marketing Services” means the performance marketing services provided by FareHarbor pursuant to one or more Insertion Orders.

2.5. “Net Transaction Value” means the gross amount received by Provider for all Bookings attributable to the applicable SmartAd Program, less: applicable refunds, Disputes, cancellations, Taxes, additional service or processing fees, and other deductions.

2.6. “Platform” means a third-party digital marketing platform.

2.7. “ROAS” means the amount of revenue that is earned for every dollar spent on a SmartAd Program, calculated by dividing the SmartAd Program Net Transaction Value by the SmartAd Program Ad Spend.

2.8. “SmartAd Program” means the Marketing Services set forth in a specific Insertion Order.

3. Performance Marketing Services.

3.1. Scope of Services. FareHarbor shall provide the Marketing Services to Provider in accordance with the applicable Insertion Order. The Marketing Services may include, but are not limited to: SmartAd Program management, budget allocation, and performance optimization across agreed-upon Platforms. FareHarbor shall provide the Marketing Services only after (i) the Insertion Order has been signed by the Provider; (ii) Provider has submitted a valid payment method to FareHarbor; and (iii) FareHarbor has confirmed that all of Provider’s Platform accounts have been properly verified.

3.2. Marketing Spend. Each Insertion Order shall set forth the Ad Spend for the applicable SmartAd Program. For SmartAd Programs exceeding ten thousand USD ($10,000) per month, FareHarbor reserves the right to require a security deposit or any additional collateral deemed necessary for credit risk mitigation. Provisions for such collateral will be included in the applicable Insertion Order.

3.3. SmartAd Program Design. FareHarbor will collaborate with Provider on key elements of a SmartAd Program, including keyword selection and ad copy. Provider may offer input and suggestions, which FareHarbor will consider in good faith and incorporate where appropriate to support the effectiveness of the program. FareHarbor retains final decision-making authority to ensure timely and effective execution of the Marketing Services.

3.4. Reporting and Communication. FareHarbor shall provide SmartAd Program performance reports to the Provider in accordance with the applicable Insertion Order.

4. Management Fee.

4.1. Fee Calculation. Provider shall pay FareHarbor a percentage of the SmartAd Program Net Transaction Value (“Management Fee”) as set forth in the applicable Insertion Order. Provider agrees that adjustments for refunds, cancellations, and chargebacks will be reflected in monthly performance reporting and will be deducted from total attributed revenue for the purpose of calculating Management Fees.

4.2. Attribution. Provider acknowledges that attribution is determined using standard digital tracking tools, including but not limited to Urchin Tracking Module (UTM) parameters, tracking pixels, and conversion APIs. If Provider disputes the attribution methodology or results, it must provide written notice to FareHarbor within ten (10) days after the relevant performance report is delivered. If no such notice is provided, the attribution data shall be deemed final and binding.

5. Payments and Invoicing.

5.1. Invoicing. FareHarbor shall issue an invoice to Provider for amounts owed by Provider for the Marketing Services, which invoice will include Management Fees and other fees set forth in each applicable Insertion Order.

5.2. Time of Payment. Unless otherwise mutually agreed to in writing, Provider agrees to make, and authorizes FareHarbor to initiate, payment for the amount listed on the invoice no later than ten (10) days following the date the invoice is issued to Provider.

5.3. Payment Methods. Provider acknowledges and agrees that, in addition to SEPA, ACH debit, and any payment cards on file, FareHarbor may utilize other methods to collect amounts owing to FareHarbor under these Performance Marketing Terms, including without limitation any future payouts held in Provider’s applicable PSP account.

5.4. Non-Payment. FareHarbor reserves the right to suspend its provision of all or part of the Marketing Services if Provider fails to timely pay any undisputed amounts due to FareHarbor until such amounts have been paid in full. A late payment fee of 1.5% per month applies to all overdue amounts.

6. Taxes. All amounts paid by Provider to FareHarbor under these Performance Marketing Terms or as described in the applicable Insertion Order shall be exclusive of any applicable Taxes.

7. Website and Booking Availability Standards. Provider agrees to maintain a fully operational and conversion-optimized website to support SmartAd Program effectiveness. Provider shall ensure that inventory availability, pricing, and booking mechanisms are updated regularly to avoid marketing inefficiencies. If technical issues or mismanagement by Provider significantly impact SmartAd Program performance, FareHarbor reserves the right to adjust its Management Fee or terminate any impacted SmartAd Program with reasonable prior written notice.

8. Access & FareHarbor IP. Provider agrees to give FareHarbor the necessary level of access to create and manage SmartAd Programs on Platforms. Any SmartAd Programs created or managed by FareHarbor within Provider’s Platform accounts are FareHarbor’s sole Intellectual Property, and Provider waives all rights that may be granted to it by the Platform for such SmartAd Program. Upon termination or expiration of a SmartAd Program, FareHarbor shall remove its Intellectual Property related to such SmartAd Program from Provider’s Platform accounts, and Provider shall be prohibited from accessing or utilizing such material without the express written permission of FareHarbor.

9. Intellectual Property.

9.1. License. Provider grants to FareHarbor a nonexclusive, revocable, royalty-free license to use Provider’s name, trademark, and logos for the sole purpose of providing the Marketing Services.

9.2. Ownership. All aspects of each SmartAd Program created under the Performance Marketing Terms are the Intellectual Property of FareHarbor.

10. Warranties.

10.1. Provider represents and warrants that all advertising content, trademarks, and marketing materials provided to FareHarbor comply with applicable laws, industry regulations, and do not infringe upon any third-party intellectual property rights.

10.2. Provider represents and warrants that it has all necessary rights and licenses required for FareHarbor to provide the Marketing Services.

10.3. The individual signing any Insertion Order is accepting these Performance Marketing Terms and personally represents and warrants that they have the requisite authority to act on behalf of the Provider.

10.4. FareHarbor represents and warrants that it will perform the Marketing Services in a timely, professional, and workmanlike manner. Notwithstanding the aforementioned, the Marketing Services are provided “as is”, and without warranty of any kind, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement, all of which are hereby expressly disclaimed.

11. Indemnification for Advertising Compliance. Provider agrees to indemnify, defend, and hold harmless FareHarbor, its affiliates, officers, and employees from any claims, liabilities, costs, and damages arising from misrepresentation, false advertising, regulatory non-compliance, or third-party intellectual property infringement related to FareHarbor’s provision of the Marketing Services..

12. Modification and Amendment. FareHarbor reserves the right to modify or amend these Performance Marketing Terms at any time. FareHarbor will give Provider at least fifteen (15) days advance written notice of any modifications or amendments. Any such modifications or amendments will become effective on the date set forth in FareHarbor’s notice. If Provider disagrees with such modifications or amendments, Provider is responsible for (a) providing written notice to FareHarbor, and (b) ceasing and desisting from all access to and use of the Marketing Services. If such objection is not received by FareHarbor by the effective date set forth in FareHarbor’s notice, Provider shall be deemed to have accepted the Performance Marketing Terms, as modified.