Network Membership Agreement
This agreement outlines the relationship and responsibility of an agent, within the ERA of Travel network (eAgent); and ERA of Travel (EOT). This agreement constitutes the complete agreement between the eAgent and EOT. Any other terms must be agreed to between each party, in writing.
eAgent, an individual or company who joins the Era of Travel network to conduct business, by selling, booking and servicing travel related products and services for consumers, for the purpose of earning a commission payment.
An Elective Resource Agency (ERA), is an entity that provides access to travel providers, travel products, travel services and travel industry related options, to travel agents and travel agencies. Era of Travel is not a travel agency, travel host, or travel consortia; EOT is an ERA entity.
1. Commission. EOT will provide 100% of all commission earned by the eAgent, through all booking sources. These commissions will be accounted through a conduit third-party vendor.
a. The commission will be paid and deposited into the eAgent bank account.
i. There is a monthly cost charged for administration by the third-party
vendor that will be deducted from the eAgent’s commission distribution.
2. Accreditation. EOT has negotiated special rates and special promotions with select providers. These providers, known as Preferred Partners, will give eAgents higher commissions and exclusive benefits through their EOT network membership. To obtain these benefits eAgents must use EOT’s accredited number; or provide their accredited travel industry number to EOT for filing and recording with preferred partners.
3. Platform. eAgents may use any technology, tool or booking platform of their choice.
a. eAgents using EOT’s accredited number, must use the official third-party vendor stated by EOT for accurate tracking and payment of commissions.
4. Insurance. ERA of Travel does not contact, or in most cases, have any knowledge of eAgent’s customer information. All customers are owned by the agent, not EOT.
a. Therefore, EOT recommends eAgents obtain an Errors and Omission insurance policy, at the eAgent’s expense. EOT does not recommend, nor specify, from whom the eAgent obtain an insurance policy.
5. Licenses. The eAgent is responsible for complying with travel agency license laws of the United States, the laws of the state in which they conduct business, and any applicable (if any) laws as to licensing, whether it be travel industry related, or business-related licensing.
i. Confidential information defined. ‘Confidential Information’ includes all information relating to a travel supplier, preferred partner or EOT products, services or business affairs that is of a confidential, proprietary or non-public nature regardless of communication orally or in writing. Additionally, this confidentiality extends tangible or intangible form, including without limitation: financial, cost, margin, mail, marketing, customer, advertising, promotional, product, program, strategic plans, proposals or any other information that is of a confidential or proprietary nature. Confidential information includes the existence and content of this Agreement, and the fact that confidential
information may have been disclosed by either party (a ‘Disclosing Party’). Confidential information does not include information that was:
1. Already known by the party receiving confidential information (a
2. In the public domain or later entered the public domain through no wrongful act or omission by the receiving party;
3. Disclosed to the receiving party by a third party having no obligation of confidentiality;
4. May be developed independently by the receiving party without reference to any confidential information;
5. Or, ascertainable from a visual inspection of the disclosing party’s public
premises, products, services or advertising promotional material.
ii. Obligations. The receiving party must:
1. Keep the disclosing party’s confidential information in strict confidence;
2. Not, without the prior written consent of the disclosing party, use, discuss or disclose or permit the use, discussion or disclosure of
confidential information other than use by, discussion with or disclosure to the receiving party’s directors, officers, employees, affiliates, or representatives as necessary in performing its obligations under this Agreement;
3. Be responsible for the compliance with this Agreement by its directors, officers, employees and representatives;
4. Not, without the prior written consent of the disclosing party, contact any person or entity to confirm and confidential information;
5. Not, without the prior written consent of the disclosing party, copy any confidential information except as necessary in performing its obligations under this Agreement;
6. And, immediately notify the disclosing party in writing of any impermissible disclosure or use of confidential information under this Agreement. The disclosure of any confidential information does not confer upon the receiving party any license, interest or rights of any kind or to be confidential information, except as expressly provided under this Agreement.
iii. Survival. This Section iii will survive the expiration or termination of this Agreement.
i. This Agreement does not in any way create the relationship of principal and agent, or any similar relationship between the eAgent, suppliers, partners and EOT, including but not limited to: joint ventures, partner, employee, franchisees or associates. No party is granted any right or authority to assume or create any obligation or responsibility for, or on behalf of, the other party, or to otherwise bind the other party, other than as authorized in this Agreement.
ii. The eAgent understands and agrees that EOT, its vendors, its partners and its network members are entirely independent legal entities. EOT does not manage, operate or control the activities of its network members in any way. Notwithstanding and provisions to the contrary contained in this Agreement, under no circumstances shall EOT be liable to the eAgent for any claims of eAgent, or any other party of any nature arising from the acts or omissions of any members or member’s customers.
8. Marks. The trademarks and service marks (‘Marks’) shall only be used in a manner described below. The Mark owner shall have the right to make additions to or deletions from their list of Marks, by providing no less than thirty (30) days written notice prior to changes in their list, provided that the changes shall not apply to pre-printed materials until the supply of materials has been depleted. Each Party’s Marks, whether or not registered, are the sole property of that
Party, and/or its members or affiliates, and reproduction of any Mark inures to the benefit of its owner.
i. eAgent Marks. Nothing in this Agreement will be construed as a license to use any of eAgent’s trade names, trademarks, service Marks or logos (collectively, ‘eAgent Marks’) for any purpose other than cooperative marketing efforts which must first be approved in writing by Supplier. Upon expiration or termination of this Agreement, EOT must discontinue all use of eAgent Marks.
ii. EOT Marks. Nothing in this Agreement will be construed as a license to use any of the EOT’s Marks, including but not limited to trade names, trademarks, service marks or logos (collectively, ‘EOT Marks’) for any purpose other than cooperative marketing efforts which must first be approved in writing by EOT.
Upon expiration or termination of the Agreement, the eAgent must discontinue all use of EOT Marks.
i. By eAgent. eAgent will defend, indemnify and hold EOT and its subsidiaries, affiliates, and their respective directors, employees and agents harmless from and against any claims, demands, actions, liabilities, suits, proceedings, expenses, judgements, fines or penalties arising from the acts or omissions of the eAgent, including but not limited to, the actual or alleged failure to comply with any applicable law, rule or regulation pursuant to this Agreement, including without limitation, reasonable attorney fees, costs and disbursements.
ii. By EOT. EOT will defend, indemnify and hold THE eAgent harmless from and against any claims, actions, liabilities, or suits arising from the acts or omissions EOT pursuant to the Agreement including without limitation, reasonable attorney fees, costs and disbursements.
iii. The indemnification obligations shall survive the expiration or early termination of this Agreement.
10. Term and Termination.
i. Term. This agreement will commence on the Enrollment Date, and shall remain
in effect for six (6) months, as the (‘Initial Term’). The Agreement will
automatically renew for successive one (1) year periods (‘Renewal Term’), unless either Party provides written notice of the intent not to renew at least sixty (60) days prior to the expiration of the Initial Term, or start of the Renewal Term.
ii. Right to Terminate. Notwithstanding any other provision in this Agreement, this agreement may be terminated as follows:
1. By mutual agreement of the Parties;
2. eAgent(s) are granted the right to rescind this agreement within three (3) business days, after enrollment into the EOT network.
3. By either Party, at any time, if the other Party has materially breached the Agreement, and if the breach is curable, the breaching Party has failed to cure that breach within thirty (30) days after written notice thereof in the case of failure to pay amounts due and owing, or within forty five (45) days after written notice in the case of all other curable breaches. If the breach is cured within the allowed timeframe, the Agreement will remain in full force and effect.
4. In the event either Party materially breaches any of the provisions in the Agreement, and the breach is not curable, this Agreement shall be immediately terminated by the nonbreaching Party upon written notice to the other Party. Without limiting the foregoing, any violation of the Confidentiality section shall constitute a non-curable breach.
5. Immediately by either Party in the event that the other Party becomes insolvent, files any petition in bankruptcy or makes an assignment for the benefit of its creditors.
11. Warranty. Each Party warrants that it will comply, in all material aspects, with all applicable laws and regulations pertaining to the subject matter of this Agreement. Except as specifically set forth in the section, the Parties make no further warranties, and specifically disclaim all other warranties, expressed or implied, including but not limited to, implied warranties for particular purpose.
12. Limitation of Liability. Under no circumstances will EOT or any of its agency, network, affiliates or members be liable for any damages, of any kind, caused in any way by the act, omission, delay or negligence of any Supplier, or other third-party infraction.
i. Modifications and Successors. This Agreement may not be modified by any Party, except by a written agreement signed by all Parties. As such, this Agreement will be binding upon and inure to the benefit of any successors.
ii. Severability. If any provision of this Agreement is deemed void or unenforceable by any court of appropriate jurisdiction, that provision will be stricken from this agreement without affecting the remaining provisions.
iii. No Waiver. The rights and remedies of the Parties to this Agreement are cumulative. No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of, or will preclude that Party’s right to exercise that right, power or privilege.
iv. Expenses. If any legal action or other proceeding is brought for the enforcement of the Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the successful or prevailing Party will be entitled to recovery of reasonable attorney fees, and other costs incurred in such action or proceeding in addition to any other relief to which that party may be entitled.
v. Governing Law. This Agreement, and all claims under this Agreement will be governed by and construed under the laws of the State of Maryland, whose federal and state courts will have exclusive jurisdiction and venue over any dispute arising hereunder.
vi. Relationship. Each Party is an independent contractor, and the executives, employees, representatives or agents of each Party shall not be deemed executives, employees, representatives or agents of the other Party, for any purpose. Neither Party shall have authority to make commitments, enter into contracts on behalf of, or obligate the other party to an agreement, in any manner. The Parties acknowledge that this Agreement does not constitute a joint venture, or partnership between the Parties.
14. Authorized Signature. Each Party has entered into this Agreement by having its respective authorized representatives sign below, to signify full agreement and endorsement of all conditions and terms.
15. Subscriptions. eAgent will be subject to ancillary subscription services, as needed by the eAgent or required for recordkeeping if eAgent executes business with the Company credentials. After first monthly billing manually completed by eAgent, all following monthly subscription billing will be automatic.
a. A monthly fee is applied an charged by our mid-office solutions provider, Sion, to maintain a customer and accounting ledger for bookings made by the eAgent. This fee, determined by Sion, will be billed to the eAgent. The eAgent is responsible for all billings and collections to Sion.
i. eAgent is required to contact Sion to set up payment options.
b. 1Club;travel club.
i. Introductory 1Club access is granted to all enrolled eAgents, at no cost, through December 31, 2020.
ii. After the introductory period stated above (i), an eAgent who chooses to continue participating within 1Club, will be required to opt-in to the 1Club under a subscription basis.
• The cost to access the 1Club subscription is $99 per month.
• After the initial subscription, the eAgent will be automatically billed, monthly through their initial method of payment. By accepting the subscription access, the eAgent agrees to be billed automatically on a month basis. To cancelled automatic billing, and no longer receive 1Club access, the eAgent must notify through email: firstname.lastname@example.org
eAgent electronic signature acknowledgement
By enrolling in the Era of Travel network, I agree to and recognize that I authorize my payment information, will be the electronic representation of my signature; and these initials, for all purposes when I (or my agent) use them on documents, including legally binding contracts and agreements – are just the same as a pen-and-paper signature or initial.