This Agreement (the “Agreement") contains the terms and conditions that apply to your participation as an Independent Travel Affiliate (ITA) in the International Vacations, Inc. ivagent.com (the “Company”) Affiliate Program.
ITA acknowledges that he or she may participate in the Company Affiliate Program as an Independent Travel Affiliate (ITA) only under the terms and conditions set forth below, and that subsequent to Company accepting this Agreement, Company will, in its’ sole discretion, determine whether or not to accept the ITA into Company’s ITA Program.
By submitting an application to become an ITA, you warrant that you have read and understand this Agreement, and you agree to be bound by it.
To begin the enrollment process, you must submit a completed ITA Program Application via the Company Website. We will evaluate your application and notify you of your acceptance or rejection by email. We reserve the right in our sole and absolute discretion to accept or reject your application for any or for no reason whatsoever. Upon notice of acceptance of your application, this Agreement shall be effective between you and the Company. If the ITA application is rejected, you will not be able to participate in the Company ITA Program.
Relationship of Company and Independent Travel Agent (ITA): ITA and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. ITA will have no authority to make or accept any offers or representations on Company’s behalf. ITA will not make any statement, whether on the ITA’s site or otherwise, that reasonably would contradict anything in this section. ITA, as an independent contractor, will have sole responsibility for its expenses, taxes, employees, sales representatives and/or agents.
Independent Travel ITA (ITA) Bookings and Referrals: As an ITA for the Company, you agree to book personal travel products and services for your personal use as well as promote and refer others to your authorized website through the web content provided to you by Company and to comply with the terms of Company’s policies, procedures and guidelines. You will be authorized to identify yourself as an Independent Travel Agent (ITA) with those policies, procedures and guidelines. However, you will not be authorized to otherwise use Company service names or marks, the service names or marks of any Company’s affiliated third party vendors or any other promotional materials, without the prior written approval of Company. You shall be free to promote and refer travel as you wish, provided that you comply with all applicable Seller of Travel regulations, act professionally, and in the best interests of the Company, and identify yourself on all written or electronic correspondence and in all verbal communication as an Independent Travel Agent. The company will support your efforts to market referral travel by making available to you current travel deals and renewed web content as well as promotional trips and materials from time to time as well as travel training and other support services.
Continued Success and Profits: The ITA acknowledges and understands that the Company has not represented that it has any responsibility to secure clients or assist in securing clients or business on behalf of the ITA’s business. ITA acknowledges and understands that the Company has made no representations as to the potential for earnings or profits of the ITA and that all earnings or profits, if any, of the ITA are entirely dependent upon the business efforts and abilities of the ITA.
ITA Compensation: ITA understands that the Company must have a current W-9 Form on file prior to the release of any earned commissions. Commissions for travel booked and taken (ITA or referred clients) under this agreement, the ITA will be entitled to up to 50%-75% of the Gross commissions received by Company (ITA will receive 50% commission if we do the booking; or 75% if the ITA makes the booking) for the travel booked on their personal website, suppliers sites or directly with the supplier by phone and consumed by the ITA or their referral clients. The method of payment of earned commissions to the ITA will be paid by check sent to the address supplied on the ITA’s application once the gross commissions are received by Company. ITA understands that they must have accrued a minimum or $50 in their commission account to receive a payout in any given month.
Termination and Compensation: In the event of the termination of this agreement in accordance to the terms specified in this agreement, the ITA will be entitled to the compensation earned by them prior to the date of the termination if they were not terminated for breach, default or violation of this agreement and are in good standing with the Company. The ITA shall be entitled to no further compensation as of the date of termination. If the ITA is in breach, default or violation of this Agreement at termination, the ITA shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.
Compliance with this Agreement: The ITA agrees to comply with all aspects of this agreement and understands that failure to comply with the terms of this agreement. Company may, at its discretion impose on ITA disciplinary action as set forth in the policies and procedures.
Time Limit for Claiming Commissions After the date of Termination: All claims of the ITA for commissions on travel booked and taken from the ITA website, regardless of whether the travel is booked and taken by the ITA or others, are waived by the ITA if not made within sixty (60) days of the date of the termination of this agreement.
Law Governing the Agreement: This agreement/contract shall be governed by and construed in accordance with the laws of the State of Texas.
Confidentiality: ITA acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business, plans, customers, technology, products and services that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. ITA agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). ITA shall take every reasonable precaution to protect the confidentiality of such information.
Reservation of Rights: Company reserves all rights other than those expressly granted in this Agreement, and no rights are granted except as expressly set forth herein. Company retains all right, title, and interest in and to the Company brand and features together with all Intellectual Property Rights thereto. Company will own all right, title and interest in and to all information that is created or collected in the operation of the Company Site including, without limitation: (i) any contact information collected from any Customers (the "Contact Information"); and (ii) any information collected about product or services sales at the Company Site generated through the ITA Link(s) (the "Sales Information"). Company may make certain booking and referral information available online to ITA from time to time. ITA will not disclose any of this information to any third party without Company’s prior approval and not use such information without the without the Company’s express written consent of Company.
Term and Termination: The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party in writing or by email. The Term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) either party may terminate this Agreement immediately by giving notice to the other party; or (ii) ITA agrees and acknowledges that if ITA breaches any provision of this Agreement, Company may immediately terminate the ITA from the ITA Program. Following termination of this Agreement, ITA agrees to refund any amounts that were earned from Company in breach of this Agreement.
Assignment of Rights:
Use of Company and ITA Web Site Content: ITA agrees that they may only use the exact web content provided by Company and only in the form and manner available from and as specified by Company. ITA agrees not to modify web content in any manner inconsistent with this agreement. Company reserves the right to review, audit and monitor ITA's Website from time to time to determine if ITA is in continued compliance with this Agreement. ALTERING OR ANY UNAUTHORIZED USE OF THE WEB CONTENT IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM.
Modification of Terms and Conditions: Company may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion effective immediately. Modifications may include, but are not limited to, changes in commissions, payment procedures, and permitted promotional activities. If any modification is unacceptable to ITA, the ITA’s only recourse is to terminate this Agreement. The continued participation in the ITA Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change or new agreement, as applicable.
Company Disclaimer: THE COMPANY SITE AND RELATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COMPANY OR ITA WEB SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF ALL WEB SITES, OR ANY THIRD-PARTY’S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING BOOKINGS AND REFERRALS GENERATED BY/FOR YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. COMPANY SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF COMPANY’S PRODUCTS OR SERVICES.
Limitation of Liability: UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE ITA PROGRAM.
Arbitration: Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof and the enforceability of this arbitration clause), any transactions or activities under this Agreement or your relationship with Company or its subsidiaries us or any of our ITAs shall be submitted to confidential binding arbitration in Dallas, Texas, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Texas (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules of JAMS in existence at the time of the commencement of the arbitration. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party shall bear its own attorneys’ fees, costs, and expert witness fees. Each party shall bear one-half of the arbitration fees and arbitration costs incurred through JAMS.___________________________ __________