Membership Terms of Service Agreement

 

Version: January 17, 2022

MEMBERSHIP TERMS OF SERVICE AGREEMENT

The following Terms of Service (the “Agreement”) is effective at the time of the accompanying membership subscription purchase and made between Travel Quest Network, LLC, a limited liability company organized and existing under the laws of Delaware, having its principal place of business at 70 Mansell Court, Suite 100, Roswell, GA 30076 (the “Service Provider”) and the Legal Business Name of Agency indicated by the purchaser on the Membership Subscription Checkout Form, located at the Mailing Address indicated on the Membership Subscription Checkout Form (the “Agency”), and the principal owner of the Agency in their individual capacity (“Agency Owner”). If no such legal entity name was entered on the Membership Subscription Checkout Form, this Agreement shall be considered between the Service Provider and the Agency Owner. Agency Owner acknowledges and agrees that Service Provider will only issue commission payments to duly organized legal entities which have obtained a Federal Employment Identification Number. Further, Agency Owner acknowledges and agrees that if they have not identified the legal entity name of their Agency on this Membership Subscription Checkout Form, they will execute the necessary instruments, including executing an updated Terms of Service Agreement on behalf of their legal entity if deemed necessary by Service Provider, and submit the same to Service Provider before they are eligible to receive travel commission payments from Service Provider. Agency Owner acknowledges and agrees that they are personally liable for all monies owed to Service Provider under the terms of this Agreement. This Agreement supersedes all other written or oral agreements between the parties.   

WHEREAS, Service Provider operates a full service hosting travel agency management business offering a menu of services to independent travel agency entities, including education, marketing, technology solutions, and transaction services for the sale of airline and other common carrier tickets, tours, cruises, hotel accommodations, rental cars, travel insurance, and related items (collectively the “Services”); enjoys the goodwill of the public, and has a reputation for fair dealing with the public; and

WHEREAS, Agency operates an independently owned and operated travel agency business, holds itself out to the public as a travel agency business (or plans to do so in the future), and desires to purchase certain travel agency hosting services from Service Provider,

WHEREAS, it is deemed to be to the mutual advantage of the Service Provider and Agency to enter into this Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained made by Service Provider and Agency, and guaranteed by the Agency Owner (each a “Party” and collectively the “Parties”), and for the good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows:

Term. This Agreement shall remain in effect until terminated pursuant to this Agreement. 

Right to Modify. Service Provider reserves the right to modify the terms of this Agreement, including the membership plan pricing and fees, as identified in Fee Schedule, and may enhance, discontinue, modify, replace, or add (collectively, “Update”) services at any time, using automatic updating technology or otherwise, with prior notice. Agency’s use of an Update constitutes Agency’s agreement to Service Provider’s terms and conditions pertaining to such use, including fees, and increased fees if any, for such usage. If Agency objects to any Update, including any changes to membership plan pricing or fees, Agency’s sole remedy will be to discontinue use of the Services and terminate this Agreement by providing written notice to Service Provider.

Membership Plan. Agency is entering into this Agreement with the selected and purchased membership plan identified on the Membership Subscription Checkout Form (the “Membership Plan”). Agency may change its selected Membership Plan at any time during the term of the Agreement to any other currently offered membership plan for which it qualifies by submitting the Membership Plan Change Form and completing any such required purchase, however, Agency may only change the selected Membership Plan one (1) time per 12-month period. Annual payments for Membership Plans are fully earned at the time of purchase and non-refundable. 

Sub-Agents. A “Sub-Agent” is defined as an employee, independent contractor, or other representative authorized to conduct business on behalf of Agency, access Services, and provide travel booking services using Service Provider’s Industry Credentials (hereinafter defined). Agency must be an active subscriber to the Enterprise membership plan to be eligible to enroll Sub-Agent under their account with Service Provider, however, any such Sub-Agent enrollments are subject to applicable requirements, background, identity, and credit check verification. Sub-Agents must conduct business under the same business tradename as Agency and use the same professional email domain name as Agency Owner, which email domain name cannot be a free email service provider (e.g. Gmail, Yahoo, etc.). Service Provider reserves the right to deny access to any individual for any reason.

Commission. Agency will receive a percentage commission share of the up-front, point of sale commission received by Service Provider that is paid by the preferred/registered travel supplier(s) (the “Commission”) corresponding to Agency’s membership plan selection and trailing 12-month booking commission revenue volume for airline, hotel, car rental, ground transport, cruise, tour, travel insurance, and other approved travel products and services, as specified in Membership Plans (the “Commission Revenue Share”). Agency agrees Commission Revenue Share shall be reduced and offset by amounts required to be paid to Service Provider pursuant to the terms of this Agreement, including but not limited to deductions for all expenses, charges, and costs associated with any debit memos, recall commissions, refunds, unauthorized price concessions, unauthorized discounts, non-refundable tickets, hotel “no shows”, cancellations, and any “agent error”, credit card chargebacks for any reason, including but not limited to unauthorized charges or fraud (each such item a “chargeback”), regardless of when the chargeback is incurred by Service Provider, related to a sale generated by Agency, Agency Owner, or Agency’s Sub-Agents, or independent contractors of Agency, the difference of which amount is payable as net commission (“Net Commission”). To receive Commission Revenue Share, ALL COMMISSIONABLE BOOKINGS MUST BE CORRECTLY ENTERED INTO COMPANY’S COMMISSION MANAGER TRACKING SYSTEM, OR ORIGINATED AND PROPERLY PROCESSED IN AN APPROVED COMPANY BOOKING TOOL, ALL IN ACCORDANCE WITH COMPANY POLICY, and the Agency must be fully compliant in providing identifiers and other required information as set forth in this Agreement. Failure to do this may result in Agency NOT RECEIVING ANY COMMISSION REVENUE SHARE. For clarity, Commission Revenue Share does not include back-end commissions, overrides, Sabre or Travelport Global Distribution System GDS (“GDS”) segment revenue, marketing incentives, or other revenue or incentives, all of which are exclusively retained by Service Provider as inducement for providing the Services.  

Membership Fees. Agency agrees to pay Service Provider the one-time account setup and activation fee using in the amount indicated and with the credit card authorized in the accompanying transaction checkout Membership Subscription Checkout Form. Agency agrees to pay Service Provider a monthly recurring membership fee, or in the event Agency elects the annual payment option, an annual membership fee, each based on the Membership Plan selected by Agency in the transaction checkout Membership Subscription Checkout Form. Agency authorizes Service Provider to charge the credit card on file for monthly or annual membership fees, provided this Agreement has not been terminated with an effective date prior to the scheduled date of the membership fee transaction. Agency acknowledges and agrees to maintain an active and valid credit card on file with Service Provider during the term of this Agreement, and for a period of one (1) year following the termination of this Agreement, and hereby authorizes Service Provider to charge against such credit card any amounts not reimbursed by Agency to Service Provider pursuant to this Agreement. 

Additional Instruments. Agency and Agency Owner acknowledge and agree that in order to complete the creation, setup, and activation of Agency’s account, to receive access to Service Provider and travel supplier reservation systems, and to receive commission payments, Agency Owner will be required to i) provide evidence of formation of a business duly organized/incorporated in a jurisdiction within the United States of America, ii) provide evidence of obtaining a Federal Employer Identification Number issued by the Internal Revenue Service of the United States of America, iii) execute the Agency Owner Verification Authorization authorizing Service Provider to conduct identity, criminal background, and credit check searches for the Agency Owner in connection with assessment of approval of Agency’s account and the Performance Guaranty providing Service Provider with a guaranty of Agency’s obligations under this Agreement, the form of which is found in Activation Requirements, and all such evidence of each shall be incorporated into this Agreement. In the event that the Agency Owner Verification Authorization and Performance Guaranty are not executed within ninety (90) days, then this Agreement will immediately terminate upon notice to Agency, and any monies received by Service Provider in connection with this Agreement shall be deemed earned and non-refundable. In the event that Service Provider decline’s Agency’s account application as a result of the identity, criminal background, and/or credit check, then this Agreement will immediately terminate upon notice to Agency and any monies received by Service Provider from Agency in connection with this Agreement shall be refunded within five (5) business days of such termination. Agency will be responsible for payment of ticketing and quality control fees for all of Agency’s air bookings on the Agent Air booking tool made by Agency Owner or any other individual using Agency Owner’s login credentials, even if fraudulently, as identified in Air Ticketing Fees. 

Credit Card Authorization. Agency and Agency Owner expressly authorizes Service Provider to charge the credit card used to complete the membership plan corresponding to this Agreement for Services for Agency, Agency Owner, its clients, or someone acting on it client’s behalf, including my employees, sub-agents, independent contractors or others associated with Agency’s travel agency business in any capacity. Agency and Agency Owner acknowledge and agree to pay for all such travel services, cancellations, and charges as set forth in this Agreement executed in relation to this authorization. This authorization shall remain in full force and effect until terminated by Agency Owner on behalf of Agency in writing, such termination to be effective only with respect to Services occurring after the time that the written termination is delivered to Service Provider.

I agree that all the information provided in this Agreement and corresponding Membership Subscription Checkout Form and credit card authorization is complete and true, that Service Provider is not bound to issue travel documents until receipt of payment in full is verified. Agency and Agency Owner, on behalf of Agency, agrees that all instructions to Service Provider to issue travel documents, tickets, or vouchers against Agency’s client’s credit card, are based on payment authorization(s) signed by the cardholder, or will be paid by my check, bank transfer or automatic debit to my checking account (ACH). Agency accepts full responsibility for any amount due Service Provider even if the credit card issuing company rejects the charge amount for any reason. Agency agrees to keep Service Provider updated regarding relevant credit card information used for travel bookings by Agency business should it change at any time. 

If for any reason Agency credit card charges are later declined, reversed, or Service Provider is unable to receive payment, including cancellation fees, or other expenses related to Agency’s travel agency business, Agency and Agency Owner acknowledge and agree this authorization is a binding contract between Agency, Agency, Owner and Service Provider and that Service Provider shall be entitled to enforce any breach of this contract in a court of appropriate jurisdiction. 

Duties of Agency. Agency agrees to perform this Agreement as a business entity to sell travel services to the public.

Compliance Requirement. All tickets and documents furnished by Agency to its clients will comply with all local, state, and federal laws, including data privacy laws. It is the Agency’s responsibility to check with their local and state governments to make sure they are compliant in their area and in their clients’ jurisdictions. All tickets and travel sold by the Agency are to be provided in the name of disclosed suppliers such as airlines, cruise lines, hotels, tour companies, and car rental companies. Service Provider shall not be liable to any Agency client, and Agency expressly agrees to indemnify and to hold Service Provider harmless from any claim or demand made by an Agency client. The Agency is solely responsible for any misquotes or any monies due because of an error by Agency, Agency Owner, or any authorized representative of Agency. Quotes, pricing, disclosed or undisclosed defaults, supplier bankruptcies, and correct information for clients are the sole responsibility of the Agency. Agency is not permitted to collect funds from clients under the pretense that clients then will receive special offers or discounts. In relation to transactions booked through Service Provider and Service Provider systems, Agency is required to follow Service Provider’s procedures and comply with all governmental and travel supplier rules, regulations, and statutes that mandate specific conduct, procedures, or manner.

Travel Documentation. All new commissionable booking information that is not booked directly in an approved Service Provider booking tool must be correctly entered into Commission Manager within 48 hours from the time the booking is made. Agency acknowledges and agrees that failure to enter required booking information within 48 hours may result in inaccurate allocations of commissions earned, inability to receive notices or updates sent by the supplier pertaining to the booking, inability to prepare and deliver travel documents to Agency, and/or forfeiture of any commission claimed due. Some suppliers offer travel documents to be mailed directly to the Agency. If a Service Provider representative approves and if a letter, email, phone, or fax communication is required, Service Provider will assist.

Clients that are not United States Citizens. If the Agency books travel on behalf of a resident and/or citizen of a country other than the United States, Agency acknowledges that applicable laws, regulations, taxes, and tariffs, as well as factors including, but not limited to, costs and charges associated with foreign shipping and handling, government regulations, exchange rate fluctuations and points of origin/destination may reduce or eliminate booking opportunities afforded by Service Provider. Additionally, Agency agrees to comply with all government and supplier rules and regulations pertaining to booking guests that live outside the United States and acknowledges that bookings for clients residing outside of the United States may not be commissionable.

Agency’s Use of Service Provider Industry Credentials. SERVICE PROVIDER’S, INCLUDING THOSE OF ANY AFFILIATE, AUTHORIZED INTERNATIONAL AIR TRANSPORT ASSOCIATION (“IATA”), AIRLINES REPORTING CORPORATION (“ARC”), CRUISE LINES INTERNATIONAL ASSOCIATION (“CLIA”), AMERICAN SOCIETY OF TRAVEL ADVISORS (“ASTA”), SELLER OF TRAVEL NUMBER, TELEPHONE NUMBER, OR ANY OTHER IDENTIFICATION/CREDENTIAL (the “Industry Credentials”) THAT HAVE BEEN DISCLOSED TO THE MEMBER AGENCY ARE TO BE USED ONLY BY MEMBER AGENCY DURING THE TERM OF THIS AGREEMENT AND ONLY FOR THE PURPOSES OF THIS AGREEMENT. SERVICE PROVIDER’S INDUSTRY CREDENTIALS SHALL NOT BE DISCLOSED TO PERSONS EXCEPT SUPPLIERS AND SHALL NOT BE TRANSFERRED OR SOLD TO ANY THIRD PARTY. Any disclosure of these numbers for any other purpose shall be deemed a violation of this Agreement, which would cause direct severe and irreparable financial loss and hardship to Service Provider. An Agency that continues to use Service Provider’s Industry Credentials after notification of termination is in breach of this Agreement, shall in addition to any other remedies provided by law, be liable to Service Provider for a monetary claim for intentional interference with Service Provider’s business and disclosure of Service Provider’s trade secrets, plus the Agency shall pay to Service Provider the sum of no less than $50,000.00, as well as Service Provider’s costs to collect such monetary damages, including legal fees incurred prior to commencement of the suit, Service Provider’s litigation costs, and legal fees incurred in any effort, including Court action to collect such monetary damages.

Supplier Registration. Agency may use Service Provider Industry Credentials to register with approved suppliers with whom Service Provider has registered and with whom Service Provider has authorized for use under Agency’s selected membership plan. Agency shall not use Service Provider’s Industry Credentials to register with a supplier with whom Service Provider is not registered. Under no circumstances shall the Agency attempt, or request on Service Provider’s behalf, to update, add, change, delete any information in Service Provider’s profile or Service Provider’s Industry Credentials with any supplier, industry organization, or other third parties. If it is found that Agency attempted to or knowingly made any such changes, Service Provider may immediately terminate this Agreement, and Agency shall in addition to any other remedies provided by law, be liable to Service Provider for a monetary claim for intentional interference with Service Provider’s business, and the Agency shall pay to Service Provider for monetary damages the sum of no less than $50,000.00, as well as Service Provider’s costs to collect such monetary damages, including legal fees incurred prior to commencement of suit, Service Provider’s litigation costs, and legal fees incurred in any effort, including Court action to collect such monetary damages.

Use of Service Provider’s Industry Credentials. Agency understands and agrees that if Service Provider’s Industry Credentials are used at the origination of the travel booking to process a sale by Agency, Service Provider shall be entitled to a share of the total gross commission pursuant to this Agreement and Agency’s selected membership plan for any such sale, as identified in Membership Plans. To illustrate for clarity, a 70% Commission Revenue Share means that Agency shall receive 70% of the commission received by Service Provider from the travel supplier, less any applicable fees, and Service Provider shall retain 30% on the gross commission received, plus any applicable fees. In the event Agency transfers travel bookings originally booked with Service Provider in violation of this Agreement, Agency agrees to pay Service Provider a processing fee, as identified in Fee Schedule, and consents to such fee being deducted from any amounts due from Service Provider to Agency. Commission payments due shall be paid directly to Service Provider and remain subject to this Agreement. Agency acknowledges and agrees that may only contact representatives of travel suppliers expressly authorized within their selected membership plan. Additionally, if Agency has selected the Stater membership plan, it acknowledges and agrees that it may not contact travel supplier representatives regarding bookings made with Service Provider’s Industry Credentials unless specifically authorized in writing to do so by Service Provider.

Transaction of Funds. Agency agrees that all check and cash monies are to be transacted through Service Provider and not directly to the supplier when Agency uses Service Provider’s Industry Credentials. Service Provider reserves the right, and Agency acknowledges and agrees that Service Provider will charge and Agency will pay a transaction service fee for each such check or cash transaction, as identified in the Fee Schedule. In the event Agency or their clients send monies directly to the supplier for a booking made using Service Provider’s Industry Credentials, this Agreement may be immediately terminated by Service Provider. All credit card transactions are to be transacted and processed by Agency directly with the supplier/vendor or through an approved Service Provider booking tool. 

Commissions Sent Directly to Agency. Agency shall not authorize or request any supplier/vendor to send a commission or commissions directly to the Agency when using Service Provider’s Industry Credentials. If Agency violates this provision, in addition to other remedies of termination, Agency must return all funds directly received to Service Provider within five (5) business days of receiving written demand from Service Provider. If the commission check from the supplier has not been cashed, Agency must return the check to the supplier within five (5) business days and advise supplier to re-issue a check payable to Travel Quest Network, LLC, or otherwise as directed by Service Provider. Failure to do so may result in immediate termination of this Agreement and Agency agrees to forfeit any unpaid commissions under such circumstances.

Full Commission Requirements. Commissions due to Agency are based upon the full commission being received by Service Provider, which is the aggregate total sum of payments and credits, subject to the terms of this Agreement. If Agency determines, an onboard credit, gift, or amenity (collectively “Discounts”) is helpful for sale completion, Agency agrees to adhere to the supplier’s policies and rules concerning discounting, and any such Discounts shall be funded entirely out of Agency’s portion of the commission revenue share. Failure to comply with the supplier’s rebating and discounting policies may result in financial penalties and/or immediate termination. In addition to other available legal remedies, Agency is responsible to pay Service Provider’s anticipated commission share due to Service Provider for the sale. Agency has fourteen (14) days to resolve payment of any such shortfall in expected commission due to Service Provider. Failure to resolve within fourteen (14) days may result in immediate termination of this Agreement and Agency agrees to forfeit any additional unpaid commissions at the time of termination.

Additional Fees. Certain commission payments carry a processing fee assessed by the travel supplier. Service Provider is not responsible for paying any such fees and the full amount will be deducted from the commission revenue due to Agency for the booking. Agency shall be responsible to pay Service Provider additional fees as described herein and detailed in the Fee Schedule. Agency shall be responsible to pay Service Provider i) a Wire Transfer Fees for incoming or requested outgoing wire transfers associated with Agency’s booking activity, ii) a Foreign Currency Exchange Fee for all manual foreign checks or foreign ACH electronic bank transfers, where the booking commission will be reconciled in US funds and the exchange rate will be set by Service Provider’s processing bank, iii) a Mail Processing Fee for all mail pieces (including but not limited to certificates, brochures, gifts, and travel documents) received by Service Provider and re-mailed/re-shipped to Agency, plus applicable postage or shipping costs, iv) a Debit Memo Research Fee per debit memo occurrence issued by an air carrier relating to a Agency booking, v) a Unreported Client Refund Fee for each occurrence where a travel supplier refund is issued to Service Provider corresponding to a Agency booking and Agency failed to inform Service Provider using the appropriate notification process to ensure accurate and timely delivery of the refund to Agency’s client, vi) a NSF Fee In the event Agency’s bank account is drafted by Service Provider for a negative balance and the ACH fails for non-sufficient funds or other reason, vii) an ACH Refusal Fee if Agency’s bank account is closed, or if an ACH electronic bank transfer is refused by Agency’s bank, viii) a Manual Check Fee if Agency requests a manual payment check to be issued by Service Provider, and ix) a Late Invoice / Corrected Invoice Fee for each occurrence if Agency fails to correctly generate an invoice for a travel booking in Commission Manager (collectively, “Additional Fees”). These Additional Fees will be deducted from the Agency’s next commission payment due from Service Provider or billed to Agency’s credit card on file, at Service Provider’s discretion, and must be paid within five (5) days. Agency and Agency Owner acknowledge and agree to these charges. Service Provider is not responsible in the event of damage or loss of a package. Agency is responsible for keeping their mailing address current with Service Provider. Agency will complete and submit a Refund Request Form, and provide Service Provider additional information upon request, for each occurrence of a travel supplier client refund.

Charge Backs, Debit Memos, and Disputes. When the Agency’s client uses a credit card, the Agency is solely responsible for all cardholder signatures. Agency is solely responsible for all disputed, declined, fraudulent charges, chargebacks, debit memos, refunds, and recalled commissions. When such chargebacks, debit memos, or disputes are received that pertain to an Agency’s booking, Service Provider will provide a copy of the debit memo or details of the chargeback to the Agency. If the Agency does not believe the debit memo to be valid, documentation to dispute the claim with the supplier must be furnished to the travel supplier and Service Provider’s Commissions Team within five (5) days. Service Provider will provide reasonable assistance to Agency to address the chargeback or dispute, but ultimately the Agency is responsible to know and understand the applicable rules. Any credit card dispute between the Agency and the Agency’s client is subject to the cardholder’s terms and conditions. Agency is financially responsible for all matters related to credit purchases placed by Agency, Agency’s employees, sub-agents, independent contractors, and Agency’s client. Agency agrees to pay Service Provider for any chargeback, dispute, or debit memo within fourteen (14) days of receipt. Notwithstanding the foregoing, if Agency utilized Service Provider’s auto-ticketing and quality control air transaction services and Service Provider made an error made in the application of commission to the transaction which resulted in an airline debit memo, Agency will not be responsible for the debit memo and no Additional Fee will be assessed. 

Method of Client Payment. The preferred method of payment for client travel transactions is a client credit card processed with the travel supplier or through the GDS or approved booking system by Agency. Agency must be PCI DSS Merchant Level IV compliant on all transactions. Client’s credit card information must be only given directly to the supplier for payment. Failure to collect payments in accordance with this Agreement using Service Provider’s Industry Credentials may result in immediate termination of this Agreement and Agency agrees to forfeit any unpaid commissions under such circumstances.

Full Gross Amount. Agency agrees that all payments to travel suppliers and commissions for any booking under Service Provider’s Industry Credentials shall be for FULL GROSS Amount, which is equal to the total amount due to the travel supplier, including any commission due to be paid by travel supplier. Agency shall not conduct business with a travel supplier by paying a Net Fare, which is equal to the total amount due to the travel supplier, LESS any commission due to be paid by travel supplier. NET FARE TRANSACTIONS ARE EXPRESSLY PROHIBITED UNDER THIS AGREEMENT. Agency or any individual acting on behalf of Agency, making a booking for less than FULL GROSS Amount using Service Provider’s Industry Credentials may result in immediate termination of this Agreement and Agency agrees to forfeit any unpaid commissions under such circumstances. 

Client Service Fees. Service Provider shall not be entitled to a portion of additional service fees, consulting fees, or other fees in addition to the Full Gross Fare charged to Agency’s clients (collectively “Client Service Fees”), except that any Client Service Fees charged to Agency’s clients processed through Agent Air, GDS or another approved booking system that are subject to ARC’s processing, shall be subject to ARC’s Client Service Fee Processing Fee, as identified in Fee Schedule.

Group Bookings. Any attempt to modify, interfere or make changes to another group booking made by Service Provider, an independent agency of Service Provider, or an independent agent of Service Provider or improper use of any information corresponding to such bookings, shall in addition to any other remedies provided by law to any other independent agency or client who has been harmed, entitle Service Provider to a monetary claim against the Agency for intentional interference with Service Provider’s business, and the Agency shall pay Service Provider for monetary damages the sum of no less than $10,000.00, as well as Service Provider’s costs to collect such monetary damages, including legal fees incurred prior to commencement of suit, Service Provider’s litigation costs, and legal fees incurred in any effort, including Court action to collect such monetary damages.

Agency is responsible for their own clients. Service Provider is not obligated to provide clients and/or prospective client leads to Agency.

Business Practices. Service Provider publishes an online document containing information and details of company operating practices, including but not limited to, process instructions for creating bookings, invoicing, and receipt of commission payments (the “Business Practices”). Agency, Agency Owner, and any authorized representative of Agency or Agency Owner agrees to adhere to these operating practices integral to the business-to-business engagement herein, so long as this Agreement is in effect, or this Agreement may be immediately terminated by Service Provider.

Release of Bookings. Agency agrees that each travel booking made by Agency, which originates with Service Provider’s Industry Credentials shall remain with Service Provider, regardless of whether or not the travel has been deposited, partially paid, or fully paid unless all parties (including the travel supplier, Service Provider and the client) agree that the booking should be transferred. Commission payments due shall be paid directly to Service Provider and remain subject to this Agreement.

Duties of Service Provider. Service Provider will provide Agency with support pursuant to the terms of this Agreement. If Agency's account is current and in good standing with Service Provider, Agency will have the ability to book travel using Service Provider's Industry Credentials with travel suppliers authorized for use within Agency’s selected membership plan. Service Provider will provide payment of commissions in accordance with this Agreement.

Responsibility Related to Portal and Website Access. Service Provider offers no warranty, express or implied, and is not responsible or liable and will be held harmless for any direct or indirect loss of business or inconveniences resulting from all functions, failures, downtime, or maintenance of any hardware, software, webpage hosting, telephone lines, cable lines, intranet, extranet, or internet. This includes the AgentPro and WorldVia Pro agency portals, Marketing Suite, GDS, Commission Manager, Grasp Reporting, and any other online tools, websites, or services. All computer hardware and software provided by third-party vendors or suppliers is not the responsibility of Service Provider. Neither party shall be responsible for downtimes, delays, software failures, or nonperformance caused by acts of God or governmental authority, pandemic, strike or labor disputes, breach of contract by suppliers, or any other cause beyond the reasonable control of that party. The tools, websites, and services offered are provided at the sole discretion of Service Provider. These offerings may change at any time with or without notice.

Eligibility for Commission Payments. Commissions and fees are deemed earned by Agency only after all the following occur: i) Agency’s account with Service Provider is current and not in default under the Agreement, ii) Agency has properly made reservations in the GDS, Agent Air, Travelport Cruise, or with an approved travel supplier authorized for use within Agency’s selected Membership plan, iii) Agency has properly invoiced reservation in the GDS or Commission Manager, iv) full final payment for reservation has been made to the travel supplier, v) Relevant commission has been received and settled by Service Provider from travel supplier or ARC, and vi) travel under the reservation is completed and is not otherwise refundable. Service Provider reserves the right to withhold payments to Agency unless and until all charges on Agency’s account have been fully reconciled.

Timing of Commission Payments. Service Provider will pay commissions owed to Agency under this Agreement via ACH electronic bank transfer to Agency’s bank account on file on i) the 10th of each month for eligible commissions received from the 16th of the previous month to the end of the previous month and ii) on the 20th of each month for eligible commissions received from the 1st of the current month to the 15th of the current month. Agency must update bank account information on file with Service Provider if the bank account on file has changed at least 10 days prior to the ACH electronic bank transfer date. The first day through the 15th day of each month and the 16th day through the last day of each month are each a statement reporting period (“Statement Reporting Period”).

Commission Hold, Deductions, and Offset. Service Provider reserves the right to hold or delay commission payments without limitation if Agency’s account is not current, has a negative balance, or is under administrative review for a chargeback, debit memo, dispute, or fraudulent activity until fully resolved. Agency is solely responsible for the dispute, resolution, and payment of debit memos and chargebacks generated by travel bookings of Agency, Agency Owner, and Agency’s employees, sub-agents, and independent contractors. No payment is due to Agency for refunded transactions. In the event Service Provider paid Agency on the basis of a transaction and a refund or other credit is later provided, the compensation based on the refunded or credited amount will be subtracted by Service Provider from future payments otherwise payable to Agency. Agency shall provide Service Provider with documentation to clear such outstanding debit memos and recalls with the respective travel supplier, and to put any disputes in writing to the vendor, providing a copy to Service Provider within five (5) days of notice received by Service Provider that such amount is due. In the event a chargeback is not resolved before the end of the Statement Reporting Period during which it occurred, Agency agrees and consents that Service Provider shall have the right to offset and deduct the foregoing amounts against payments due to Agency. In the event any amount earned by Agency in the reporting period is insufficient to compensate Service Provider, Agency agrees to pay Service Provider such shortfall immediately on demand either by cash, check with sufficient funds, or by Agency’s credit card on file with Service Provider. Service Provider reserves the right to terminate this Agreement if Agency fails to pay Service Provider such amounts due, however, this does not relieve Agency, nor Agency Owner’s performance guarantee of such obligations. 

Negative Account Balances. All negative charges to Agency’s account with Service Provider shall be posted to Agency’s statement of account. Negative charges may include, but are not limited to, recall commissions, fraudulent charges, debit memos, and Additional Fees. Such negative charges will be settled at the end of each Statement Reporting Period and netted against and offset by payments owed by Service Provider to Agency according to the normal payment cycle, unless otherwise billed to and paid by Agency credit card on file, as specified in this Agreement. In the event that Agency’s negative account balance exceeds $5,000.00 (meaning Agency owes Service Provider $5,000.00 or more), then Service Provider shall have the right to immediately process an interim ACH electronic bank transfer to bring Agency’s account balance to zero, including any applicable fees. If such ACH electronic bank transfer fails due to insufficient funds, or any other reason, then Agency agrees Service Provider shall have the right to charge the Agency’s credit card on file for such amount as required to bring Agency’s account balance to zero, including any applicable fees.

Outstanding Commissions. Agency acknowledges there is no industry standard or regulated payment date mandated to release commissions and is dependent upon each travel supplier’s procedures. As travel suppliers pay Service Provider (either through direct deposit, wire checks, paper checks, or PayPal), Service Provider will reconcile each statement into its accounting system. This data is accessible in Commission Manager. It is the Agency’s responsibility to instruct the travel supplier to release commissions to Service Provider. Upon request by a travel supplier, Agency must submit Service Provider’s approved W-9 form or the Invoice Request Form to the travel supplier. Agency must use the Commission Inquiry function in Commission Manager to inquire about the payment status of an unpaid commission and ensure the travel booking has been correctly invoiced in Commission Manager. 

Late Invoicing, No Invoicing, and Forfeit Commission. If after ninety (90) days from travel date, the Agency has not invoiced the booking in Commission Manager correctly, the Agency’s share of commission will be reduced by 50%. If after 180 days from travel date the Agency still has not entered the booking information into Commission Manager correctly, the Agency will receive no commission on the booking, and 100% of the commission will be forfeit. 

Full and Final Payment from Agency’s Client. Agency is solely responsible for timely payments of Agency’s client’s payments. In the event a travel payment is not made timely and a reservation is cancelled, or late fees are charged by travel supplier, it shall be the Agency’s sole responsibility to pay or obtain payment from their client and submit such late fees and additional charges due to the travel supplier as may be required by the travel supplier to reinstate or otherwise complete the booking, if still available.

Expenses. Service Provider shall not be liable to Agency or any third party for any expenses incurred by Agency or by any third party on behalf of Agency. 

Sole Amounts Due. The payments called for under this Agreement shall be the sole amounts to which Agency shall be entitled from the Service Provider for all work performed by it under this Agreement. Agency shall not raise any claim for additional payments not specifically set forth in this Agreement, including by way of illustration but not by way of limitation, implied authority, oral modification or agreement, estoppels, quantum meruit, or trade practice or custom.

No Contracts or Authority to Bind. None of Agency, Agency Owner, nor any representative of Agency shall have no authority to bind, obligate or commit Service Provider by any promise or representation to perform services, other than the travel booking activity covered by this Agreement unless specifically authorized in writing by an executive officer of Service Provider. Any contract on behalf of Service Provider must be signed by a Service Provider executive officer.

Indemnification. Service Provider shall not be liable for, and Agency agrees to indemnify and hold Service Provider, its affiliates, its officers, officials, shareholders, and employees harmless from, any claim of liability or responsibility made by any party arising from any transaction initiated by Agency, made on behalf of a client of Agency, or any other act of Agency, except for Service Provider’s gross negligence. The Agency shall obtain any necessary business license, Employee Identification Numbers, and withhold properly for any of their employees, holding Service Provider harmless. The Agency agrees to follow the rules and laws of outside agencies governing the travel industry, including, but not limited to: the state of California, the US Government, county and local governments, National Do Not Call Registry, ARC, IATAN, CLIA, and all travel suppliers. Any violation of these rules is the sole obligation of the Agency. The Agency hereby agrees to indemnify and to hold Service Provider harmless from any such obligation arising from their violations of a governing body. These provisions regarding indemnification shall survive and remain in full force and effect even after the termination of this Agreement.

Personal Injury Liability. Service Provider shall not be liable for, and Agency agrees to indemnify and hold Service Provider, its affiliates, its officers, officials, shareholders, and employees harmless from, any and all claims and damages which may arise as a result of injury or damage to Agency, Agency Owner, to any other person, to Agency's, Agency Owner’s or Service Provider's property or to the property of any other person and with regard to any and all liability of any kind or nature created by Agency while performing services under this Agreement.

Insurance. Service Provider provides Errors and Omissions (E&O) insurance coverage collectively for all independent contractors of Service Provider with a per incident/per agent deductible. The E&O policy covers all of Service Provider’s independent contractors, including Agency, and as such, Agency understands the possibility of an occurrence that the E&O policy is not available for Agency’s coverage due to prior claims submitted by other independent contractors. If Service Provider’s E&O policy insurance coverage is available for Agency to submit a claim, Agency is responsible for the payment of the applicable deductible. It is strongly recommended that Agency maintain separate comprehensive general liability insurance, errors and omissions insurance, and any another business insurance that is generally accepted to run an independent travel business.

Right to Contract with Third Parties. Service Provider retains the right to contract for similar services with other independent contractors. Agency similarly retains the right to enter into contracts with other hosting travel agency management companies to process travel arrangements for Agency's clients.

Business Custom. Agency covenants to perform the services on each sale of transportation and/or travel-related services it accepts in accord with the format which may be prescribed by or regulations applicable to such sale as required by the vendor, the travel supplier, or the Airlines Reporting Corporation, and in accord with travel industry ethical standards and business custom in the travel agency business. Agency shall not engage in fraudulent and/or deceptive advertising or other such practices.

No Hiring. The parties agree that Agency operates an independently owned and operated travel business totally separate from Service Provider and Agency represents that Agency and Agency Owner is free from the control and direction of Service Provider in connection with the performance of Agency’s and Agency Owner’s work, under this Agreement and in fact. This Agreement does not constitute a hiring by either party nor is there any intent to establish a partnership, joint venture, franchise, or employment relationship. Agency acknowledges that neither Agency, Agency Owner, nor any of Agency’s employees, sub-agents, or independent contractors are employees of Service Provider. Payment for worker’s compensation coverage and contributions for unemployment insurance are the financial and legal obligations of Agency solely. Service Provider shall not be obligated to make premium payments or contributions for Unemployment Compensation for Agency or for any worker associated with Agency’s travel agency business, and Agency undertakes the sole financial and legal responsibility to do so. As an independent business, neither Agency, Agency Owner, nor any of Agency’s employees, sub-agents, or independent contractors will be entitled to or receive any Service Provider sponsored employee benefits, including but not limited to paid sick leave, vacation pay, leaves of absence, medical insurance benefits. 

Place of Business and Expenses. Agency shall make all decisions with respect to the location where Agency performs work and sales activity under this Agreement. The Service Provider shall not require Agency to perform any duties at the Service Provider’s place of business. Agency shall be solely responsible for its business expenses including, but not limited to, office space, home-office expenses, automobile expense, mileage, parking, meals, postage, office supplies, communication charges, including Internet and telephone, bank debits for returned checks, promotional materials, business cards, advertising, delivery of clients' tickets.

Payments to Tax Authorities. Agency is solely responsible for payment of all applicable Federal, State, and local taxes including Income, Social Security and self-employment taxes, as well as paying all taxes required in connection with the operations of Agency’s travel agency business. As such, the Service Provider will not withhold Federal or State Withholding Tax (FWT) nor withhold Social Security Tax (FICA) from the payments to Agency. Service Provider will submit to the Internal Revenue Service a 1099 form on or before January 31 on behalf of Agency. For tax reporting and payment purposes, Agency nor Agency Owner shall not take any position or make any statements inconsistent with the independent contractor status, since such characterization is the intent of both parties to this Agreement. In the event Agency, Agency Owner, or any worker affiliated with Agency is characterized as a Service Provider employee at any time, including following any audit or proceeding, Agency shall be responsible for (all) the employee(s) share of such taxes, and total reimbursement to Service Provider. In the event of future legislation, where Service Provider is required to set aside funds for Agency’s anticipated income tax, Agency shall be responsible for reimbursement to Service Provider. 

Tax ID Reporting. Service Provider uses the Agency’s Employer Identification Number (EIN) during the setup process as Agency’s tax identification number. When submitting or updating an EIN, a copy of the letter showing EIN approval must be provided before the change is approved. If Agency chooses to change its tax number during the calendar year and has received commission, Agency will have multiple 1099s. If Agency has not been paid commissions, the tax number update will take place, and there will only be one 1099 for paid commissions at the end of the calendar year. It is the Agency’s obligation to pay all appropriate taxes and fees. Agency shall indemnify and hold Service Provider fully harmless for Agency’s failure to properly report or pay such taxes incurred.

Unpaid Accounts; Failure to Timely Submit Renewal Payment. Agency is responsible for the collection of Agency’s unpaid accounts and Agency Owner is personally liable to Service Provider for any accounts not paid. Agency understands that Service Provider does not offer credit terms to its clients. It is the Agency’s responsibility to maintain a valid bank account capable of sending and receiving electronic payments with the authorization granted to Service Provider to deposit and withdraw amounts in accordance with this Agreement, or other methods of payment approved in writing by Service Provider, and remain in good standing in the payment of all charges to Service Provider. An Agency’s failure to timely pay service or other fees, whether due to lapsed credit card information or suspended will result in an automatic hold on the Agency’s ability to earn a commission and Agency is prohibited from booking further travel with Service Provider’s Industry Credentials until their account with Service Provider is brought current. 

Non-Disclosure, Non-Disruption, and Confidentiality. During the term of this Agreement or any time for a period of two (2) years after the date that the Agreement terminates, Agency understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning Service Provider and/or its affiliates, to keep secrets and not to divulge, disclose, or communicate, either directly or indirectly, to any person, firm, partnership, corporation, or any other entity whatsoever any information concerning the matters affecting or relating to the business of Service Provider and/or its affiliates, including but without limitation to, trade secrets, selling, marketing and advertising procedures, past or present employees, past, present pending clients, agents, subcontractors and affiliates, recruitment and education plans, agent commission programs, daily operations, corporate policies and procedures, supplier and vendor commission and override contracts or any other agreements with these suppliers and vendors, and any other information that Service Provider and its affiliates may deem confidential. Agency agrees not to act, or fail to act, in any manner either directly or indirectly, that may cause the disruption of business, direct any business away from, and/or cause discord to the business of and/or business relationships of Service Provider and/or its affiliates. Any such breach will result in immediate termination and forfeiture of unpaid commissions. Service Provider shall not with the aid or assistance of others, copy, take, misappropriate, divulge or misuse any of the property of Agency such as client lists, name files, data, books, records or accounts, or other confidential information created by Agency, except in performance under this Agreement. This prohibition includes all forms of computer data. This data is acknowledged by Service Provider as the trade secret material of Agency, the loss of which would cause direct severe and irreparable financial loss and hardship to Agency.

No Inducement of Co-Independent Contractors. During the term of this Agreement and for two (2) years after termination of this Agreement, Agency will not either directly or indirectly induce, attempt to induce, or aid others in inducing any person (including but not limited to employees of Service Provider or its affiliates, independent agents of Service Provider or its affiliates, other Agencies, and/or other individuals or entities party to agreements with Service Provider), to leave their employ or association with Service Provider or its affiliates. Each of the parties mutually acknowledges that such interference with employment and/or contractual relations will cause direct severe and irreparable financial loss and hardship to Service Provider and Agency will be liable to pay Service Provider $50,000.00 for each such occurrence as well as Service Provider’s costs to collect such monetary damages, including legal fees incurred prior to commencement of suit, Service Provider’s litigation costs, and legal fees incurred in any effort, including Court action to collect such monetary damages, in addition to other remedies available to Service Provider.

Agency’s Workers. Agency agrees to accept full liability for the actions and omissions of any and all of its employees, independent contractor(s) and/or subagent(s). All entities associated with Agency accessing Service Provider’s systems and benefits, whether employee, independent contractor, or sub-agent, must be disclosed to Service Provider and registered with Service Provider by submission of the Agent Registration form at least five (5) business days in advance of being provided access to any of Service Provider’s portal, website(s) and Industry Credentials and will be subject to credit and criminal background checks. Service Provider reserves all right to deny any individual use of Industry Credentials or access to systems for any reason or no reason. Agency accepts full legal and financial responsibility for failure to maintain the security and confidentiality of usernames and passwords to any Service Provider system or supplier system. Agency agrees to use passwords indicated as “strong.”

Service Provider’s Industry Credentials, Name and Logo. The usage of Service Provider’s Industry Credentials by Agency is solely for the Agency and those who have been granted express permission for access by Service Provider. The Agency shall not divulge or otherwise allow any other party to use such credentialing or to allow for the usage of Service Provider’s Industry Credentials in which someone other than the Agency is claiming a portion of commission earned under this Agreement. 

Service Provider’s trade names, logo, and proprietary names (WorldVia Travel Group, WorldVia, WorldVia Travel, WorldVia Vacations, WorldVia Network, Travel Quest Network, Travel Quest, AgentPro, WorldVia Pro, Agent Air, Safe Harbors Business Travel, Safe Harbors, Ministry Travel, etc.) are property of Service Provider, or an affiliated entity, and include federally registered trademarks (the “Marks”). The Marks may not be used without the express written permission of Service Provider. The Agency shall prominently display the Agency’s status as an Independent Seller of Travel on every webpage or other materials where the Marks are displayed. Use of Marks, other than in accordance with this Agreement, without written permission, is a violation of trademark rights of Service Provider or affiliates, and Agency acknowledges such use would cause Service Provider direct, severe, and irreparable financial loss, hardship, and loss of brand integrity. Misuse of these items may result in immediate termination of this agreement and violators may be prosecuted.

Agency will create their own business identity including name and logo. This Agreement grants a limited license to Agency to use the Marks in affiliation with Service Provider in the following approved manners. Other variations or expressions of affiliation are expressly prohibited and any variation must be approved by an officer of the Service Provider in writing.

“Independent Agency Affiliated with Travel Quest Network”

“A Travel Quest Network Independent Agency”

“Affiliated with Travel Quest Network, a Travel Leaders Network Associate”

Agency is NOT permitted to state a direct or indirect association or affiliation with Travel Leaders Network or Internova Travel Group.

Agency acknowledges and agrees that Service Provider reserves right to amend and update the rights and restrictions pertaining to the Marks at any time and such amendment will become effective immediately. 

No Minimum Quota, Payments, or Advance, and Risk of Loss. The parties agree no minimum quota is required, no minimum amount of payment is guaranteed, and there is no advance against anticipated earnings. However, notwithstanding that there is no minimum sales quota, Agency acknowledges and agrees that if there is no sales activity on their account for a period of 12 consecutive months, then Agency acknowledges and agrees that its account and this Agreement may be immediately terminated. Agency assumes the risk of incurring financial losses if Agency’s shares of commissions under this Agreement do not pay sufficient amounts for Agency’s expenses of operating its travel agency business. 

IATAN List. If Agency meets and maintains the criterion established by IATAN, Agency will be retained on Service Provider’s IATAN travel agent list and may be eligible to receive an IATAN card at Agency’s expense. Service Provider makes no representations or guarantees regarding the benefits of IATAN or the availability of reduced rate travel. 

Termination, Opportunity to Cure, and Remedies for Breach. This Agreement may be terminated by either party in the following ways: i) Service Provider may terminate this Agreement by providing thirty (30) days written notice to Agency sent to Agency’s email address on file with Service Provider at time of termination. The termination of this Agreement shall be effective as of the Termination Date listed in the notification to Agency, provided it meets the thirty (30) day requirement. In the event Agency fails to comply with the terms of this Agreement, Service Provider may terminate the agreement with Agency immediately, however, termination of this Agreement does not prohibit Service Provider from seeking, whether by direct payment from Agency or offset from funds collected from Suppliers, nor Agency from paying to Service Provider, any funds owed to Service Provider by the Agency under this Agreement. In addition to termination of this Agreement for the reasons already stated herein, Service Provider reserves the right to immediately terminate this Agreement prior to expiration of term, in the event of any of the following: a) Agency violates of any Seller of Travel laws, b) Agency makes representations or attempts to bind Service Provider contractually in violation of this Agreement, c) Agency or Agency’s employees or agents makes public comments or postings which are derogatory of Service Provider, d) Agency acts in a manner which interferes with Service Provider’s or its affiliates, suppliers or other independent contractor business activities, e) Agency files for bankruptcy or is otherwise declared insolvent, f) Agency activities violate a non-solicitation, covenant not to compete or confidentiality agreement with the Agency’s principal(s) or any worker associated with Agency’s prior employer or other third party, each in the sole determination of Service Provider; ii) Agency may request termination of this Agreement by emailing Service Provider at [email protected] stating a formal request to terminate this Agreement, including a requested effective date of termination (the “Requested Termination Date”). Service Provider will provide acknowledgment of the request for termination within three (3) business days as evidence of the request. Service Provider requires a minimum of thirty (30) days’ notice on all Agency-requested terminations. The termination of this Agreement shall be effective as of the Requested Termination Date, provided it meets the thirty (30) day requirement, or thirty (30) days from Service Provider’s receipt of the official termination request, whichever date is later. Requests for termination must include all booking information for future travelers, which booking originated using Service Provider’s Industry Credentials, including the Agency’s client’s name(s), address, phone, email address, and copy of itinerary (which will show booking number and name of supplier). All requested bookings must be entered through the GDS or into Commission Manager as a condition for approval.

Re-enrollment. If Agency is terminated for non-payment and seeks to re-enroll, Service Provider, if it permits re-enrollment, will charge a non-refundable re-enrollment fee in addition to payment of all amounts due. 

Access to Systems. Upon termination of this Agreement, Agency’s account on Commission Manager, GDS, and any other Service Provider system will become inactive. Client data, booking, reporting, and marketing data will become unavailable to the Agency following termination of this Agreement. Agency may request their client data be exported from GDS or other Service Provider systems within thirty (30) days of termination. Service Provider will reasonably assist Agency in transferring their data and time expended by Service Provider will be billed to Agency at the Professional Services Fee hourly rate then in effect as identified in Fee Schedule. Service Provider will provide an estimate to Agency and Agency will authorize and pre-pay for all work requested prior to completion.

Service Provider’s Industry Credentials. Upon termination of this Agreement, Agency shall cease and desist from using Service Provider’s Industry Credentials, Seller of Travel number(s), Marks, or other items referencing Service Provider or its affiliates on their websites, social media, emails, advertisements, and other materials.

Outstanding Balances. If an Agency has an outstanding balance due to Service Provider at the time of termination, the Agency hereby authorizes Service Provider to collect the outstanding balance via ACH electronic bank transfer or the credit card on file, at Service Provider’s election.

Agency Transfer of Business to a Third-Party. If Agency wishes to transfer their business to another third-party entity (“Third Party”) both Agency and the Third Party shall complete the Transfer of Agency Form and submit it to Service Provider. Submission of the Transfer of Agency form, constitutes consent by Agency for termination of this Agreement with Agency once the transfer is completed. Upon receipt by Service Provider of the Transfer of Agency Form and an Agency Travel Services Agreement from the Third-Party, Service Provider will charge the Third-Party the applicable activation fees due at the time of transfer and transfer the Agency’s obligations. Service Provider will then create a new account for the Third-Party and all current bookings, client lists, and unpaid commissions in Service Provider systems will be transferred from Agency to the Third-Party’s account. Upon approval from Service Provider, the Third-Party has the option to be assigned the original Agency’s Agent ID and accounts or may create their own Agency ID, company systems accounts, and supplier accounts. The Third-Party must obtain any active booking numbers from the original Agency so that the Third-Party may service the clients and bookings through the supplier websites. At no time will Service Provider transfer a booking to a Third Party who is not associated with Service Provider. Service Provider shall not be responsible for any dropped client or canceled bookings caused by either the transferring Agency or Third-Party’s failure to identify and transition any booking and shall hold Service Provider completely harmless for any sum due to a supplier and any Agency’s obligations or liability to Agency’s or Third-Party’s clients.

Remedies for Breach. Agency shall indemnify and hold Service Provider harmless for any for all losses or liability suffered by Service Provider for breach of this Agreement by the Agency, and the Agency shall be liable to Service Provider for monetary damages, attorney fees, and costs to collect such monetary damages and such other financial relief to which Service Provider may be entitled by law or as further set forth in this Agreement. In addition to the terms provided herein in addressing any monetary obligations and forfeitures of the Agency in the event Agency breaches this Agreement, Service Provider reserves the right to be immediately relieved from performing any Service Provider obligations due to the Agency under this Agreement and recover all funds due to Service Provider, from the Agency’s account to make Service Provider whole. Service Provider shall further be entitled to legal or equitable relief, including injunctive relief, attorney fees and costs in any demand, discovery, and action filed in which Service Provider seeks enforcement, defending the enforcement, or interpretation of this Agreement, without notice or bond, in addition to any other remedy it may have at law, in equity or under any other provision of this Agreement. Agency further agrees to indemnify and defend Service Provider, and hold Service Provider completely harmless, for any loss or claim caused by the Agency’s failure to perform any duties and obligations of Agency set forth in this Agreement.

Effects of Termination on Compensation. In the event of termination of this Agreement, Agency will be entitled to all commissions earned by Agency prior to the termination date as provided for in this Agreement. Agency shall be entitled to any further commission that is received by Service Provider for a period of one (1) year past the effective termination date of this Agreement, unless otherwise forfeited under the terms of this Agreement. In the event that either party terminates this Agreement while payment of certain commissions or fees attributable to the Agency’s sales activities are still outstanding, Service Provider shall be entitled to receive its share of the proceeds due and owing from those outstanding commissions or fees received from a supplier or vendor after the date of termination. Agency agrees to reimburse Service Provider for all costs and expenses associated with Agency’s sales activities due and owing, in the event that Service Provider is debited by a travel supplier or vendor following the termination of this Agreement.

Service Provider is not obligated and will not assist or otherwise transfer pending or future bookings made under Service Provider’s Industry Credentials prior to Agency’s termination, to any other provider. This Agreement shall automatically terminate upon the death of the principal owner of Agency and Service Provider shall have no further obligation to Agency, except to pay any accrued, but unpaid amounts due to the estate of Agency’s principal owner.

Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the State of Georgia without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of Georgia or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Georgia.   

Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated by this Agreement. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

Captions. All captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. 

Severability. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Assignability. This Agreement is not assignable by Agency without the written approval and consent of Service Provider. Service Provider may assign this Agreement to an affiliated entity or to a third party upon notice to the Agency. 

Compliance with the Law. Agency is responsible for compliance with all federal, state, and local laws including, but not limited to, laws governing licensing, registration, permits, or other business regulations. Agency shall conduct its activities under this Agreement in full compliance with United States law. Agency shall indemnify and hold harmless the Service Provider from any claims or damages asserted against it by third parties arising out of Agency’s violation of such laws and regulations.

Waiver. No waiver by either Party of any condition, term, or provision of this Agreement shall be deemed to be a waiver of a preceding or succeeding breach of the same or any other condition, term, or provision.

Reservation of Rights by Service Provider to Amend Terms. Service Provider reserves the right to make amendments to this Agreement. These amendments may be the result of policies and requirements of travel suppliers and government regulation beyond Service Provider’s control. Amendments and/or changes to this Agreement shall be effective automatically thirty (30) days after electronic notification to the Agency. Amendments and/or changes to commissions will not apply to any bookings made prior to the effective date of such changes provided that the Agency has entered and invoiced the booking in accordance with this Agreement. The Agency shall be bound by the amendments as of their effective date unless Agency elects to terminate the Agreement by providing written notice to Service Provider of their election to terminate Agreement within ten (10) days of the effective date of such amendments.

Notices. Notices required or permitted under this Agreement shall be deemed given upon delivery to Service Provider at 70 Mansell Court, Suite 100, Roswell, GA 30076 or by email to [email protected].com and to Agency at the physical address or email address submitted on the Membership Subscription Checkout Form, or as updated in accordance with this Agreement.

Agency and Agency Owner expressly represent and warrant that each has full and complete authority to enter into this Agreement, knowing that the Service Provider intends to rely thereon upon.

Having read all the above terms and covenants, the parties hereby accept this Agreement and acknowledge that it fully understands all terms and requirements set forth and enter into this Agreement voluntarily and knowingly by act of completing the Membership Subscription Checkout Form and completing the membership plan purchase as further evidenced by submission and successful processing of the credit card transaction.