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Terms |
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| The parties agree as follows: |
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| Term. The term of
this Agreement (the “Term”) shall begin and shall become effective as of the
date above and remain in force until terminated by either party as provided by
this Agreement. |
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| TravelReferrals.com’s Services and Related Obligations of
Principal. During the Term, TravelReferrals.com shall feature Principal as a provider
of travel products, as specified by Schedule A, on the TravelReferrals.com Site.
TravelReferrals.com will provide Principal with consumer travel quote requests via
email. Principal agrees to never sell, transfer or give any consumer data
supplied by TravelReferrals.com to any other person or organization. Such consumer
data may be used only for the purpose of providing travel. |
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| Payment Terms. Charges for the client requests sent
by TravelReferrals.com will be billed monthly with payment due upon of receipt of the
invoice. The invoice will be emailed on the first day of the following month. A
monthly interest charge of 0.83% of the unpaid balance, compounded daily, may be
applied by TravelReferrals.com to any past due amount. Principal shall reimburse
TravelReferrals.com for all amounts expended collecting past-due accounts including
attorney’s fees, court costs, and other reasonable expenses incurred if it
becomes necessary to exert these means to effect collection. Jurisdiction will
be appropriated in California and venue proper in the County of Los
Angeles. |
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| Credit For Invalid Travel Quote Requests. The travel
quote requests forwarded to Principal will come from promotions on the Internet
and therefore have not been reviewed by TravelReferrals.com. TravelReferrals.com policy is
to give credit for travel quote requests that meet the following
criteria: |
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| Duplicates. Principal will pay for the first travel
quote request. TravelReferrals.com will credit the duplicates. |
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| Consumer Errors or Misinformation. This includes
disconnected or wrong telephone number, or a missing or wrong email address.
Credit will be given only if no contact is possible. For example, if the
telephone number is incorrect but the address is valid, or the telephone number
can be obtained from the name or address information, this is still a valid
travel quote request. Credit is not given for consumers that do not return
Principal’s call. |
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| Credit will be given for travel quote requests that
do not apply to Principal’s pre-selected filtering criteria as outlined in
Schedule A or Attachments B or C. |
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| Pranks or Phony Data Submissions. Travel quote
requests that are obvious pranks should be noted on the invoice and credit
taken. |
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| Technical Difficulties. If Principal receives a quote
that is illegible or has become garbled, it is Principal’s responsibility to
contact TravelReferrals.com for re-transmission. |
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| Cancellation. Principal may cancel service with
30-days written notice. TravelReferrals.com reserves the right to cancel Principal’s
account at any time for cause. |
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| General Provisions. This Agreement and all
transactions contemplated by this Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California. Any civil
action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of California in Los Angeles
County. Each party consents to the jurisdiction of such court in any such civil
action or legal proceeding and waives any objection to the laying of venue of
any such civil action or legal proceeding in such court. If any provision of
this Agreement or any other Agreement entered into pursuant hereto is contrary
to, prohibited by or deemed invalid under applicable law or regulation, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible. |
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| The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
Principal shall not assign his or its rights and/or obligations under this
Agreement without the prior written consent of TravelReferrals.com. All of the terms
and provisions of this Agreement shall be binding upon, inure to the benefit of,
and be enforceable by the parties and their respective legal representatives,
successors and permitted assigns. TravelReferrals.com reserves the right to modify,
change or amend pricing, delivery and data format at any time upon written
notice to Principal. |
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| All notices, requests, demands, consents, approvals,
designations and other communications called for or contemplated by this
Agreement shall be in writing and shall be deemed given to the party to whom
addressed (i) when delivered to such party by hand, (ii) one business day after
being sent to such party by overnight courier, email or facsimile transmission,
or (iii) three business days after being sent to such party by registered or
certified mail (return receipt requested, postage prepaid), in each case at the
address for such party set forth below (or at such other address as such party
may designate by notice in the manner aforesaid): |
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| 1) Participation Acceptance Criteria.
TravelReferrals.com
reserves the right to refuse service to any applying travel professional or to
cancel account of any service subscriber that does not comply with
TravelReferrals.com standards or criteria. In its sole discretion,
TravelReferrals.com
reserves the right to cancel or remove any subscriber from service at any time
and from time to time. In the event of an error in service, which is caused by
an act or omission of TravelReferrals.com. TravelReferrals.com shall not be liable for any
damages, costs, expenses or other liability that exceeds the fees related
specifically to the service in question. |
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| 2) Compliance with Applicable State and Federal
Licensing Requirements. Principal represents and warrants to TravelReferrals.com that
the use, reproduction, distribution or transmission of the travel quote requests
will not violate any criminal or civil laws or any rights of any third party,
including without limitation any proprietary or property right, or any federal,
state or local statute, rule, regulation, ordinance or any order of a federal,
state or local court. |
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| 3) Claims. Principal, at its expense, hereby agrees
to jointly and severally indemnify, defend and hold harmless TravelReferrals.com (and
its respective officers, directors, employees, agents, representatives,
shareholders, attorneys, affiliates and distribution channels) against any
claim, suit, action or proceeding brought against such indemnified party that
alleges or is based upon or arises out of (i) any act arising out of or in
connection with this Agreement; (ii) any act of negligence, omission or
misconduct on the part of Principal, including without limitation any violation
of any federal, state or local civil or criminal law, statute, rule, regulation,
or ordinance, or any violation of an order of any state, federal or local court;
or (iii) infringement in any manner of any copyright, patent, trademark, trade
secret, service mark or any other intellectual property right of any third
party; provided, however, in any such case, TravelReferrals.com shall provide
Principal with prompt notice. |
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| 4) Limitation of Liability. TravelReferrals.com
SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY
OR AGAINST INFRINGEMENT. TravelReferrals.com SHALL IN NO EVENT BE LIABLE FOR ANY
DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RESULTING FROM OR CAUSED BY TravelReferrals.com’s SERVICE OR FAILURE TO SERVICE ANY
TRAVEL QUOTE REQUESTS, OR THE ACCESS OR USE (OR INABILITY TO USE) THEREOF. |
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| 5) Acts of God. Each party shall be excused from
performance of its non-monetary obligations for any period and the time of any
performance shall be extended as reasonably necessary under the circumstances,
to the extent that such party is prevented from performing, in whole or in part,
its obligations under this Agreement, as a result of acts of God, any
governmental authority (except as defined below), war, civil disturbance, court
order, labor dispute, third party non-performance (including the acts or
omissions of any suppliers, agents or subcontractors) or any other cause beyond
its reasonable control, including failures or fluctuations in electrical power,
heat, light, air conditioning or telecommunication equipment or lines or any
other equipment. |
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| 6) General. If any civil action, arbitration or other
legal proceeding is brought for the enforcement of this Agreement, or because of
an alleged dispute, breach, default or misrepresentation in connection with any
provision of this Agreement, the successful or prevailing party or parties shall
be entitled to recover reasonable attorneys’ fees, sales and use taxes, court
costs and all expenses even if not taxable as court costs. Each of the parties
acknowledges that the parties will be irreparably damaged (and damages at law
would be an inadequate remedy) if this Agreement is not specifically
enforced. |
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