This agreement outlines the relationship and responsibility of an ERA of Travel Agent (Agent), and ERA of Travel, LLC (EOT). This agreement constitutes the complete agreement between the Agent and EOT. Any other terms must be agreed to between each party, in writing.
1. Commission.
EOT will provide 100% of all commission earned by the Agent, through all booking sources. a. The commission will be paid directly to the Agent by the Tour Operator (example: ARYYVE Vacations). Agent receives the full commission. EOT does not keep any portion of any commission.
2. Accreditation.
EOT has negotiated special rates and special promotions with select providers. These providers, known as Preferred Partners, will give EOT Agents higher commissions and exclusive benefits through their EOT membership.
3. Platform.
To obtain these benefits Agents must use the ATLAS agent portal from ARYYVE Vacations (book.aryyvevacations.com) or other designated tour operator portals. Direct bookings must have prior approval to obtain special EOT agent rates, commissions, or special negotiated benefits.
4. E&O Insurance.
ERA of Travel does not contact, or in most cases, have any knowledge of Agent’s customer information. All customers are owned by the agent, not EOT. a. Therefore, EOT recommends Agents obtain an Errors and Omission insurance policy, at the Agent’s expense. EOT does not recommend, nor specify, from whom the Agent obtain an insurance policy.
5. Licenses.
The Agent 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 State licensing.
6. Confidentiality.
i. ‘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 ‘Receiving Party’); 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.
7. Relationship.
i. This Agreement does not in any way create the relationship of principal and agent, or any similar relationship between the Agent, 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 Agent 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 Agent for any claims of Agent, 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. Agent Marks. Nothing in this Agreement will be construed as a license to use any of Agent’s trade names, trademarks, service Marks or logos (collectively, ‘Agent 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 Agent 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 Agent must discontinue all use of EOT Marks.
9. Indemnification.
i. Agent 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 Agent, 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. EOT will defend, indemnify and hold THE Agent 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. 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. Agent(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 if 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.
13. General.
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.
Agent signature acknowledgement
By enrolling as an Era of Travel agent, I agree to, acknowledge and recognize that I am legally bound by this agreement just the same as applying my signature using a pen to paper signature to this agreement.