INDEPENDENT TRAVEL CONSULTANT AGREEMENT
AGREEMENT BETWEEN Million Miles Travel Agency, LLC, d/b/a Vacation Experience Creators, a Host Agency, (herein referred to as "the Company") by Tammy O’Hara located at 1185 Carroll Street, Ste. 5K Brooklyn, New York 11225 and the above identified agency, an Independent Contractor (known as "Independent Travel Consultant").
IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the parties agree as follows:
WORK TO BE PERFORMED BY INDEPENDENT TRAVEL CONSULTANT:
Company desires that the Independent Travel Consultant perform, and the Independent Travel Consultant agrees to perform the following work: Sale of cruises, tours or vacation packages, including ancillary, related products, such as hotels, air arrangements, travel insurance, etc. as provided by vendors designated by the Company (the “Travel Services”).
TERM OF AGREEMENT:
The Travel Services called for under this Agreement shall commence on the date this Agreement has been accepted and signed by the Company or its designated representative and shall, unless terminated as described below or continue for a one (1) year term and shall automatically renew for an additional one (1) year term on the anniversary date thereof.
This Agreement may be terminated at any time upon thirty (30) days written notice by either party for any reason. In addition, this Agreement may be terminated immediately by the Company upon written notice to the Independent Travel Consultant upon a breach of any material provision of this Agreement which is not remedied or cured by the Independent Travel Consultant within ten (10) days after written notice to the Independent Travel Consultant identifying and detailing the alleged breach. Following termination of this Agreement for cause, Independent Travel Consultant will not attempt to transfer pending or booked reservations to another agency or cancel or attempt to cancel any of said reservations or induce, encourage or solicit any client to rebook a pending or booked reservation at another agency.
INDEPENDENT TRAVEL CONSULTANT STATUS:
The Parties hereto acknowledge and agree that Independent Travel Consultant is an independent contractor in the performance of the Travel Services for which the Independent Travel Consultant is solely responsible for its actions and inactions. There is no employer/ employee relationship between the Company and Independent Travel Consultant.
Independent Travel Consultant is solely and expressly responsible for rendering the Travel Services contemplated herein in accordance with all applicable federal, state and local laws, rules and regulations, including laws pertaining to the offering and sale of travel services. Any permits or licenses required for the Independent Travel Consultant to conduct the Travel Services business are the sole responsibility of Independent Travel Consultant as are any expenses related thereto.
Independent Travel Consultant shall have the right to control and determine the method and means of performing the Travel Services to its clients. The Company shall not have the right to control or determine such method or means.
Independent Travel Consultant will be responsible for paying the following fees and the Company will provide the following services:
Initial Fee: $255
Initial training and agency services set up.
Agent Plan Inclusions ($40 per month or $36 per month if prepaid annually):
Initial 80/20 Commission Split
Access to Advanced Client Relationship Management System
Social media and lead magnet starter kit
1 Free FAM trip based on at least $5000 in sales (maximum credit $750 every 12 months)
Free CCRA Membership as an Associate Member
Travel Itinerary Builder
Ability to bring on subagents (maximum 5 for $20 per subagent)
The Company will provide coverage for all agents, excluding subagents, under the company’s E&O insurance (up to $1,000,000) however we encourage all advisors to seek and obtain their own E&O insurance.
All agents with no prior verifiable travel booking experience will begin at an 80/20 commission split.
The following commission splits will apply as the agent meets sales benchmarks:
No prior travel experience- $75,000 in gross sales : 80% commission
$75,001-$175,000 in gross sales: 85% commission
$175,001-$250,000 in gross sales: 90% commission
$250,001+: 95% commission
The Company shall not withhold or pay federal, state, or local income tax or payroll tax of any kind on behalf of the Independent Travel Consultant or the employees of the Independent Travel Consultant. The Independent Travel Consultant shall not be treated as an employee with respect to the services performed hereunder for federal, state, or local tax purposes. The Independent Travel Consultant shall deliver to the Company upon execution and delivery of this Agreement, an IRS Form W-9 disclosing the Independent Travel Consultant’s tax identification number. It is the Independent Travel Consultant’s responsibility to update any changes with the Company.
At the end of each year, prior to January 31st, the Company will issue a 1099 to all agents making gross commissions over $600.
INDEPENDENT TRAVEL CONSULTANT TAX DUTIES AND LIABILITIES:
The Independent Travel Consultant understands that he or she is responsible to pay, according to federal, state and local law, all of Independent Travel Consultant's income and employment taxes due and owing as a result of the commissions paid by the Company hereunder.
RESPONSIBILITY FOR WORKERS' COMPENSATION:
The Company shall not obtain workers' compensation insurance covering the Independent Travel Consultant or employees of the Independent Travel Consultant. The Independent Travel Consultant shall comply with the applicable workers' compensation law concerning the Independent Travel Consultant and the employees of the Independent Travel Consultant.
GENERAL TERMS AND CONDITIONS
As an Independent Travel Consultant, you will be able to book cruises and vacations with most cruise lines and other travel vendors. You must use our company name, telephone number, and your first and last name when booking travel for your clients. All payments must be made directly to the cruise, tour, or travel vendor.
The Company will occasionally market specific travel offers through our Independent Travel Consultants, i.e., blocked group space cruises, preferred rates or commissions, etc. These offers will be marketed on a non-exclusive basis.
More than one Independent Travel Consultant may be appointed in the same marketing area at the discretion of the Company, however, the Company uses its reasonable best efforts not to appoint more representatives than any given area can support.
As an Independent Travel Consultant, you must establish a separate travel business, agency, company, corporation or entity. You are responsible for selecting a company name and logo (if a Logo is desired) other than that of the Company. Any use by the Independent Travel Consultant of the Company name, logo, forms, printed or electronic marketing materials, or other intellectual property of the Company must be approved in advance in writing by the Company.
In all events, any use of the name: MILLION MILES TRAVEL AGENCY, LLC and its logo and/or trademark or service mark including use in all advertisements and websites shall include a statement that the Independent Travel Consultant or Travel Consultant’s Company is an “Independent Advisor or Affiliate of MILLION MILES TRAVEL AGENCY, LLC.
The Company is not responsible for any expenses whatsoever incurred by Independent Travel Consultant in the performance of the Travel Services. Neither the Independent Travel Consultant nor any of its employees has any authority, under any circumstances, to commit the Company to any binding obligations or contracts with clients or suppliers unless specifically and previously authorized to do so by the Company in writing. The Independent Travel Consultant will make no representation to any client or supplier that he/she has authority to bind the Company.
The Company shall not be liable for any expenses incurred by the Independent Travel Consultant including, but not limited to, advertising, postage, telephone calls, mileage, and entertainment expenses.
The Company shall not be liable to the Independent Travel Consultant or any third party for any of the Independent Travel Consultant's acts, promises, commitments, price quotes, rebate quotes, etc. and in the event of any dispute, litigation, or legal expenses stemming from any transaction involving the Independent Travel Consultant, he/she shall be liable for all expenses connected with such a dispute and shall indemnify the Company in the manner hereinafter provided.
To the extent the Independent Travel Consultant or the Company maintains errors and omissions insurance to insure against any such claims, the Independent Travel Consultant acknowledges and agrees that it shall be responsible for any of the expenses described above in the event a claim is denied or not covered by insurance (or is subject to a deductible) and the Company shall have no liability for recommending or offering to provide such insurance or for the suitability of such insurance as to the Independent Travel Consultant’s business.
The Company maintains a seller of travel license in Florida, Registration #ST41700 and California, Registration #CST 2143275-40.
In exchange for monthly fees, the Company agrees to register the Independent Travel Consultant as an independent contractor in each state. The Independent Travel Consultant agrees to abide by the conditions set forth in this contract as a requirement for continued coverage as an independent contractor in Florida and California.
Failure to abide by the conditions set forth will result in the independent contractor being removed as a registered independent contractor in those states and may be cause for termination as an independent contractor with the Company.
Registration as a seller of travel in other states that may be required are at the sole discretion and cost to the Independent Travel Consultant.
Independent Travel Consultant may hire, supervise and pay for assistants, employees, and agents deemed necessary or desirable by the Independent Travel Consultant to perform the Travel Services. Independent Travel Consultant will also be responsible for paying all expenses attributable to such assistants, employees, and agents, including income taxes, unemployment insurance and Social Security taxes, and will maintain workers' compensation insurance for such individuals as required by their state.
Independent Travel Consultant shall perform the Travel Services at its own office, shop, rental space or home office within the discretion of the Independent Travel Consultant and at its expense. The Independent Travel Consultant shall be responsible for all telephones, fax numbers, computers and other office equipment deemed necessary by the Independent Travel Consultant for the performance of the Travel Services.
Independent Travel Consultant is paid for the sale of travel and receives a straight commission. Independent Travel Consultant can realize a profit or suffer a loss from the performance of its services. Independent Travel Consultant may perform services for, or be an employee of, several businesses at one time. Independent Travel Consultant can perform work when, where, how, and in the sequence it chooses and can set its own hours of work. Independent Travel Consultant is responsible for obtaining its own materials, brochures, training, etc. The Company neither insures nor guarantees the work performed by Independent Travel Consultant and is not liable nor responsible for any other irregularity or any consequences resulting therefrom.
The Independent Travel Consultant shall be responsible for making all bookings for its clients directly with the travel vendors either electronically or telephonically. WHEN DEALING WITH VENDORS, THE INDEPENDENT TRAVEL CONSULTANT MUST IDENTIFY YOURSELF AS AN INDEPENDENT AGENT OF THE COMPANY AND PROVIDE YOUR FIRST AND LAST NAME, THE NAME OF THE COMPANY (MILLION MILES TRAVEL AGENCY, LLC), AND TELEPHONE NUMBER OF THE COMPANY OR OTHER CREDENTIAL AS SUPPLIED ON THE SUPPLIER INFORMATION PAGE FOR THAT VENDOR TO THE VENDOR WHEN MAKING BOOKINGS, PAYMENTS, CHANGES, CANCELLATIONS, ETC.
It is the responsibility of the Independent Travel Consultant to make the reservations for its clients and immediately (or within 72 hours) notify the Company of said booking through entering it into the Client Relationship Management System (CRM). The Independent Travel Consultant is responsible for maintaining his or her own CRM after receiving set up information by the Company.
Failure to maintain his or her CRM system will delay payment of commissions. It is also the Independent Travel Consultant’s responsibility to ensure that all necessary forms reach the Company in a timely manner. The Company assumes no responsibility for the consequences of forms not submitted in a timely manner. The Company reserves the right to retain $25 of commissions payable to an Independent Travel Consultant on bookings not properly submitted to the Company through the CRM system within 72 hours of booking to cover research costs incurred by the Company. Further, in no circumstances shall any bookings submitted after the date of travel be commissionable to the Independent Travel Consultant.
Any changes that occur after the original reservation must be submitted electronically or telephonically to the vendor by the Independent Travel Consultant, and submitted to the Company within 72 hours via the CRM. The Independent Travel Consultant is responsible for assuring that the booking is complete and accurate after a reservation is booked. The Independent Travel Consultant shall keep a copy of each booking in order to check for accuracy. The Independent Travel Consultant is responsible for confirming the client's correct physical address or email address for document delivery.
Clients must make all payments and deposits via credit card unless specific permission is given to collect payments via the Company’s merchant account. Payments made by credit card can be called in directly to the vendor by the Independent Travel Consultant, input directly through the vendor’s website or through the Company’s website technology. The Independent Travel Consultant shall not and is not authorized to accept a cash payment or a check made payable to the Independent Travel Consultant. All checks, money orders, cashiers checks must be made out to “Million Miles Travel Agency, LLC” which will then be applied to the traveler’s account.
Further, under no circumstances are non-credit card payments to be sent directly to any vendor. The Independent Travel Consultant shall inform its clients that these charges may appear on their credit card statement as "Million Miles Travel Agency, LLC" or as a specific vendor or merchant.
The Independent Travel Consultant agrees that it shall be liable for all credit card charges placed on an account by the Independent Travel Consultant or its employees or agents, or through the Independent Travel Consultant’s login credentials or via telephone on any credit card of the Independent Travel Consultant’s client in the event that such charge amounts are declined or for which charges are paid and subsequently charged back for whatever reason, including the unauthorized or fraudulent use of the credit card. Reimbursement will be made within ten (10) days from your initial notification to us of such declined charges or chargebacks. Please ensure that you are using a secured connection when transmitting personal information.
Within forty-eight (48) hours after each booking submitted by the Independent Travel Consultant, the consultant must promptly forward an invoice (either from the supplier or generated by the consultant through the CRM) informing the client of the booking number, payments made, final due dates, and other pertinent information. It is the Independent Travel Consultant’s sole responsibility to ensure that its clients receive these documents. The Independent Travel Consultant should be aware of all travel that requires a United States passport and should advise Independent Travel Consultant’s clients of these requirements, including the estimated time to obtain a passport if the client does not have one.
It is the Independent Travel Consultant’s sole responsibility to process all deposits and subsequent payments and follow up with the client if necessary and to call-in those supplementary and final payments made by credit card. It is also the responsibility of the Independent Travel Consultant to obtain and apply supplementary and final payments with the appropriate vendor in a timely manner and notify the Company (through the CRM) of said payments within 72 hours of application.
In the event that a payment is disputed or revoked by a client of the Independent Travel Consultant for any reason and the Company is held financially responsible by a vendor for the amount of said payment, the Independent Travel Consultant agrees to reimburse the Company for any monies paid to the vendor by the Company (or offset by the vendor against other monies owed to the Company) as a result of said dispute or revocation within ten (10) days.
Should any litigation be necessary for collection of any money due to the Company under this section of this Agreement, the Company is entitled to recover a reasonable sum for its costs and attorney's fees, including matters at trial, on appeal or in any bankruptcy proceeding, including any avoidance action brought under the federal bankruptcy code. In addition, the Independent Travel Consultant shall pay a finance charge of 1.5% per month equal to an annual rate of 18% on all accounts past due.
Should collections be necessary for collection of any money due to the Company, the Company is entitled to recover a reasonable sum for its collection costs. In addition, the Independent Travel Consultant shall pay a finance charge of 1.5% per month equal to an annual rate of 18% on all accounts past due.
1. Independent Travel Consultant will receive a percentage of the actual commission received by the Company for client bookings made by the Independent Travel Consultant determined as follows:
The Independent Travel Consultant will receive a percentage of “net commissions” on all bookings the Independent Travel Consultant makes without the involvement of the Company based on the agent's sales level. For purposes hereof, net commissions shall mean the gross commission received by the Company LESS discounts, rebates, ship credits, upgrades or gifts given to clients by the Independent Travel Consultant. The Company reserves the right to retain no less than $25 net minimum per booking if Independent Travel Consultant is found, within the Company's sole discretion, to be abusing the ability to discount, rebate, or otherwise manipulate pricing and yield of products offered through the Company.
Commission payments are made on the 1st and 15th of each month. Commissions are only paid after receipt of commission payments from the supplier/tour operator AND after return of travelers.
Commissions are paid via direct deposit whenever possible. Paper checks are subject to a $10 service fee.
The Independent Travel Consultant is responsible for repayment of all commission recalls.
The Independent Travel Consultant will be remitted all commissions earned by subagents and are responsible for all payments to sub-agents.
a. Upon booking and being paid at least $5000 in commission, the Independent Travel Consultant will be eligible for an IATAN card. This card is issued for use by only the travel agent named on the card, any misuse or abuse of the card will cause said card to be revoked and for the contract between the Company and the Independent Travel Consultant to be terminated. The Independent Travel Consultant will also be eligible for full or partial rebate on Familiarization (FAM) trips taken by the Independent Travel Consultant based on rules set forth in accordance with the Company’s FAM trip policy.
2. The Company will use its reasonable best efforts to ensure that the Independent Travel Consultant’s clients always deal directly with the Independent Travel Consultant. If the Company inadvertently markets directly to a client of the Independent Travel Consultant AND makes the booking, Independent Travel Consultant will receive half of the net commissions earned as indicated in the first paragraph above. In these cases, an Independent Travel Consultant will handle any future requests, bookings, inquiries, etc. from the client concerning the booking of future purchases and receive the normal commissions as indicated in the first paragraph above.
a. In the event a booking is completed by the Company due to Independent Travel Consultant not being available to do so and IF NO OTHER WORK IS REQUIRED of the Company by the client at the time of completing the booking (i.e., additional quotes, air deviation requests, pre/post package requests, etc.), Independent Travel Consultant will receive all of the net commissions earned minus a $50 service fee adjustment charged against the consultant’s account. In these cases, Independent Travel Consultant will service the client's booking and handle any future requests, inquiries, etc. from the client concerning the booking and receive the normal commissions as indicated in the first paragraph above.
3. In the event a booking is completed by the Company due to Independent Travel Consultant not being available to do so and IF OTHER WORK lS REQUIRED of the Company by the client at the time of completing the booking (i.e., additional quotes, air deviation requests, pre/post package requests, etc.), Independent Travel Consultant will receive half of the net commissions earned as indicated in the first paragraph above less a $25 processing fee. In these cases, Independent Travel Consultant will service the client's booking and handle any future requests, inquiries, etc. from the client concerning the booking and receive the normal commissions as indicated in the first paragraph above for commissionable items the Independent Travel Consultant adds to the booking after it is taken by the Company.
4. For bookings the Independent Travel Consultant makes for itself and family, friends, etc., commissions are paid at normal net commissions rate:
A. In order to take advantage of agent rates and familiarization trips, the Independent Travel Consultant must achieve and maintain a 3 to 1 ratio of sales to actual clients (other than the Independent Travel Consultant) to bookings for the Independent Travel Consultant 's own personal travel.
B. The Independent Travel Consultant shall not, except as authorized by the Company prior to a booking, receive commissions on bookings for their own personal travel until achieving at least 3 client bookings.
C. In no case shall the Independent Travel Consultant be allowed to book two or more accommodations or reservations for the same travel date for themselves or with their name as the traveler at regular, discounted, and/or at the agent rate described in above.
5. Any gifts to the client, such as wine, shall be charged 100% to the Independent Travel
Consultant and may be deducted from any commissions payable hereunder.
6. As an Independent Travel Consultant, you have the option of charging a service fee
in addition to any commission received. The Independent Travel Consultant will receive 90% of the service fee charged. All service fees MUST be charged directly through the Company. Charging a service fee outside Million Miles Travel Agency is a violation of this agreement and will result in immediate termination of this contract for cause.
Independent Travel consultant shall, at all times, comply with all marketing requirements of the vendors they represent by virtue of the Independent Travel Consultant's relationship with the vendor through The Company including but not limited to use of logos, advertising channels and venues, placement, copy, offers, promotions, and all other requirements of the vendor.
From time to time, vendors may offer co-operative marketing support in the form of collateral, materials, and financial support. This support will be approved by the vendor based on collaboration with The Company. Under no circumstances shall this support be available to the Independent Travel Consultant without the prior endorsement and/or their marketing project on a case by case basis by The Company to the vendor. Additionally, under no circumstance shall said support be available after the termination of this contract with the Independent Travel Consultant whether said termination is written or implied by cause.
The Independent Travel Consultant is free to book and work with any vendor they choose. The Independent Travel Consultant agrees to give 7 days written notice of their intent to create a direct booking relationship with any vendor with which they had little or no prior defined relationship prior to the execution of this agreement. Failure to provide such notice will, at The Company's sole discretion, result in the termination of this agreement without notice.
Commissions, along with a statement, will be paid to the Independent Travel Consultant as they are received from suppliers on the 1st and 15th of each month and after the client travels. As an Independent Travel Consultant is a self-employed independent contractor, the Company will not deduct any taxes from your commissions. The Company will issue a 1099 in the following year. You must declare all income on your tax return.
If commissions go up or down to the Company prior to a travel date, Independent Travel Consultant commission will always be based on the Company's actual commission received, less any discounts, rebates, ship credits, upgrades, or gifts given to clients. The Company shall have the right to deduct from commission payments due to the Independent Travel Consultant any amounts owed for services, supplies, fees, or commission adjustments provided by or through the Company to the Independent Travel Consultant in the previous months.
If the Independent Travel Consultant books into the Company group space, you may choose to add-on an additional charge to your client. This additional charge will be treated as increased gross commission, to be split in the customary manner described above.
The Independent Travel Consultant may choose to retain one earned free berth in any group for its own use or the free berth may be used as a credit to reduce the total charges of the client group.
If the Independent Travel Consultant earns free berths, for any group, that are not passed on to the client, or that the Independent Travel Consultant does not retain for its personal use on the sailing for which the free berth was actually earned, the dollar value of the free berth will be treated as additional gross commission received by the Company, to be split in the customary manner as described above. The dollar value of free berths over and above those used for the client or used by the Independent Travel Consultant will be treated as additional gross commission received by the Company, to be split in the customary manner as described above.
If you wish to book individuals into group space reserved by the Company, you must call the Company first to ensure availability still exists.
For groups that you organize and sell yourself, it will be your responsibility to work with the Vendor representative to block group space, arrange for group incentives, and request that contracts be sent to you. For all individuals booked into any group space, you must obtain deposits on or before the option dates and supply the Company periodic information regarding booked individuals, i.e., dining preferences, etc.
SEPARATION FROM THE COMPANY: TERMINATED FOR CAUSE
In addition to items expressly warranting contract termination outlined above, this Agreement is terminable by the Company at any time for the following reasons:
The occurrence of circumstances that make it impossible or impractical for the business of Million Miles Travel Agency to continue; The death of the Contractor; The willful or negligent breach of duty by the Contractor in the course of his/her performance under this Agreement; Willful or negligent actions by the Contractor that are injurious to the Million Miles Travel Agency brand.
The Company reserves the right to change, revoke or cancel this agreement at anytime with the Independent Travel Consultant for A) Misrepresentation, dishonesty, fraud, unprofessional activities, and inappropriate conduct; B) Violation of ethics which could be damaging to the profitability, image and/or integrity of the Company; C) The occurrence of circumstances that make it impossible or impracticable for the business of the Company to continue; D) The willful or negligent breach of duty of the Independent Travel Consultant in the course of his/her performance under the Agreement; E) Failure to comply with any Sellers of Travel Laws as currently written and/or amended; F) If the Contractor or their clients send any cash/check monies directly to the supplier/vendor; G) If the Contractor authorizes or requests any supplier/vendor to send commissions directly to Contractor bypassing the Company; H) If the Independent Travel Consultant pays net fares, thereby bypassing the Company for purposes of commissions or volume of sales without the express written permission of the Company. Should the Contractor be terminated for any of the reasons listed above or any other unlawful act, the Contractor shall forfeit all unpaid commissions.
SEPARATION FROM THE COMPANY: VOLUNTARY TERMINATION
This Agreement may be terminated at any time upon thirty (30) days written notice by either party for any reason. This agreement may also be terminated, at the Company's sole discretion, if the Independent Travel Consultant makes no sales for 6 months or longer and/or fails to respond in a timely manner to attempts to be contacted by the company.
If the agreement has been terminated by either party, the Independent Travel Consultant agrees to continue servicing the clients booked prior to separation. The Independent Travel Consultant also agrees not to transfer, attempt to transfer, or cancel any reservations made prior separation.
The Company agrees to the following payment schedule for outstanding commission payments:
For all bookings traveled but not yet paid, the Independent Travel Consultant will receive compensation at the commission split active at the time of separation in the form of an agency check or direct deposit.
For all bookings not traveled or paid, the Independent Travel Consultant will receive compensation at their current commission split at the time of separation minus a $50 service fee per reservation.
NON-DISCLOSURE, NON-DISRUPTION AND CONFIDENTIALITY
The Independent Consultant understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning the Company and/or its affiliates, agrees 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 the Company and/or its affiliates, including but without limitation to trade secrets, selling, marketing and advertising procedures, past or present employees, past, present, or pending clients, agents, sub-contractors and affiliates, recruitment and training 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 the Company and/or its affiliates may deem confidential. The Independent Consultant 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 to cause discord to the business of and/or business relationships of the Company and/or its affiliates. Any such breach will result in immediate termination and forfeiture of unpaid commissions.
In addition to any other provisions contained herein regarding reimbursement of fees, costs, expenses or damages incurred by the Company hereunder, in the event the acts or omissions of the Independent Travel Consultant, or any of its employees or agents, including any negligent or intentional act, any act or omission allegedly constituting negligence or any act not authorized under the terms of this Agreement causes the Company to incur costs, losses, damages, claims, demands or liabilities of any kind, including attorneys’ fees and costs, whether incurred at trial, on appeal or in bankruptcy (collectively “Damages”), the Independent Travel Consultant agrees to indemnify and hold the Company harmless from and against such Damages (not otherwise covered by insurance) which arise out of or relate to or are attributable to any and all of such acts or omissions by the Independent Travel Consultant or any of its employees or agents.
The agreement of the Independent Travel Consultant to indemnify the Company as set forth above shall survive the expiration or termination of this Agreement.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been received by the person to whom it is addressed when delivered if delivered in person or electronically by the email given or three (3) days after it is deposited in the United States mail, if mailed by certified or registered mail, postage prepaid and addressed to the appropriate party at the address set forth on page 1 of this Agreement or at such other address as hereinafter provided by a party in accordance with the notice provisions as described herein.
Should any part or provision of this Agreement, for any reason, be declared invalid or illegal, such invalidity or illegality shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or illegal portions thereof eliminated.
All the provisions herein contained shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto, provided, however, that the Independent Travel Consultant may not assign this Agreement in whole or in part to any other person or entity, by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment by the Independent Travel Consultant without the Company’s prior written consent shall be null and void.
This Agreement and the Agreement in the agent application form constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters of intent, negotiations and discussions, whether written or oral, of the parties with respect to the subject matter hereof. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the parties to be bound thereby.
This Agreement shall be construed and enforced in accordance with the laws of the State of New York. In the event of any legal action or proceeding arising from this Agreement, the parties agree that the state court forum for said litigation shall be in Kings County, New York, in the court of appropriate jurisdiction, and that the federal court jurisdiction shall be in the Eastern District of New York in Brooklyn, New York. The parties hereto submit to the exclusive jurisdiction of such courts and hereby waive any objection or defense to such jurisdiction or venue, including any defense based upon inconvenient forum.
THE UNDERSIGNED UNDERSTANDS AND AGREES WITH THE CONDITIONS AND LIMITATIONS OF THIS AGREEMENT AND AGREES TO BECOME AN INDEPENDENT TRAVEL CONSULTANT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNTIL ACCEPTED BY THE COMPANY BY EXECUTION OF THIS AGREEMENT AND DELIVERY OF AN EXECUTED COPY TO THE INDEPENDENT TRAVEL CONSULTANT.