WHOLESALE PARTNER MARKETING AGREEMENT

This a Marketing Agreement (the "Agreement") between TravelPlanetNetwork.com LTD dba, a Nevada (LLC) ("Company"), dba BusinessTRAK.com with principal office at 10845 Griffith Peak Drive, 2nd Floor, Las Vegas, NV 89135 herein named Company, and {fullName} herein known Wholesale Partner (WP)

Company sells ACCESS CODES (a 16-digit code + 4-digit pin) where consumers can access worldwide hotel and resorts with guaranteed savings up to $500 BELOW the prices listed on public booking engines such as Expedia, Priceline, Orbitz, and others. This is a premium travel promotion that's sold or given away to consumers for free by outside 1099 Independent Contractors (WP) to end consumers for personal use.

Company and WP desire to enter into an agreement where WP will have the unexclusive rights to represent and market Travel Planet Network's access codes and any future travel related services to generate traffic, use as a thank you gift for customer and/or employee appreciation, used to generate revenue for both for profit and nonprofits, or used as a sales closing tool (free gift with purchase or upgrade)

THEREFORE, Company and WP agree as follows:

1. Definitions:

(i) "Company" means TravelPlanetNetwork.com, LTD. and/or BusinessTRAK.com
(ii)"WP" means an individual or business entity who is contracting with Company based on providing EIN # or SS#.
(iii) "Customer" means a person or business that either pays retail or receives a travel plan for free from the efforts of WP.
(iv) "AC" means a Travel Saving Plan or an ACCESS CODE (AC)
(v) "ADDS" means Automated Digital Delivery System.

2. Compensation:

(i) WP can offer (at no cost or for a small fee) ACs to customers for list price at or lower than listed on TravelPlanetNetwork.com. WP will be responsible for all merchant fees and request for refunds.

(ii) WPs can purchase BULK ACs from Company via non-refundable money order or electronic bank transfer. Company does not accept personal checks or credit cards. After funds have cleared, Company will email ACs via a .CSV file to WP address on file, OR will provide the WP access to ADDS.

 

3. Expenses: Company and WP shall each bear its expenses incurred in performing its obligations under this Agreement.

4. Power to Enter Agreement: WP is 18 years of age or older and has all requisite power and authority to enter into this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. WP has taken all necessary action with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of WP, enforceable against it according to its terms.

5. Independent Contractor: WP is a 1099 Independent Contractor and cannot imply that WP has an employment relationship, ownership, partnership or represents Company in any business contracting negotiations outside of the related products and services. WP is solely responsible for its own taxes and activities. Neither party shall have any authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate the other party in any manner whatsoever. No joint venture, franchise, or partnership is intended to be formed by this Agreement. All marketing materials that use the Company logo must be pre-approved in writing with WP "title" listed as "Independent Contractor" with WP personal or business-related name, email, phone number and address.

6. Contractual Obligation: As part of Company administrative duties, rights and obligations to its customers, Company shall always have the right to contact its WPs and/or sub-partners for the purposes of training, marketing and support, including offering invitations to Company training events which may be held from time to time. Company will notify WP of any events or trainings that Company is hosting or participating.

7. Referral Tracking IDs: Company will provide WP a username and password to access their back- office (24/7) to view sold or distributed customer orders.

8. Non-Disclosure & Non-Circumvent: Each party hereto understands that they will have access to information deemed proprietary and confidential, including but not limited to, Company staff, customers, representative and vendor or supplier relationships along with commission structures and business model. WP agrees to protect said information from disclosing or reproducing any part of Company product or service offering from personal use or to any direct or indirect third parties not associated with Company during the term of this agreement and (24) months after the termination of that agreement. WP will not directly or indirectly contact any Company vendor or supplier with any direct relationship that would establish WP conducting marketing Company related product or service for (5) years without written permission. WP will be held liable for damages and loss of revenues if non-disclosure or non- circumvent terms are violated.

(i) Trade Secret. WP acknowledges that during the Term of this Agreement, it will have access to and shall become aware of Trade Secret Information belonging to Company. WP agrees that except as set forth in Section 8, information that WP may receive from Company or from employees or other consultants of Company, or by virtue of the performance of services under and pursuant to this Agreement, relating to patent inventions, processes, machinery, costs, financial information, business affairs, or technical data that belong to Company or to those with whom Company has contracted regarding such information shall for all time and for all purposes constitute "Trade Secret Information" and be treated by WP as strictly confidential and held by WP in confidence, and solely for Company's benefit and use, and shall not be used by WP, directly or indirectly, or disclosed by WP to any person whatsoever except to outside Agencies or Companies with prior written permission. The following shall not be included within the definition of Trade Secret Information:

(ii) information that, at the time of disclosure, becomes part of the public domain by publication or otherwise through no action or fault of WP; or

(iii) Information that WP can show is in WP's possession at the time of disclosure and was not acquired, directly or indirectly, from Company; or

(iv) Information that was received by WP from a third party having the legal right to transmit that information; or

(v) Technology or marketing systems used by other companies conducting similar business in the travel industry; or

(vi) WP agrees to not solicit or initiate contact with any other WP's contracted with Company for the purpose of cross recruiting such WP's that may be introduced or connected at any Company related events; or (vii) WP shall not, without the written permission of Company, use the Trade Secret Information which WP is obligated hereunder to maintain in confidence for any reason other than to enable WP to perform its services properly and completely; or

(viii) Except as may be required to perform its services, WP shall not, during or at any time after the date of this Agreement, unless Company has given prior written consent, disclose or use the Trade Secret Information or engage in or refrain from any action, where such action or inaction may result:

i. in the unauthorized disclosure of any or all such trade secrets to any person or entity; or

ii. in the infringement of any or all such rights.

(ix) WP shall immediately notify Company of any information which comes to WP's attention which does or might indicate that there has been any loss of confidentiality of such trade secrets or breach of such rights.

9. Insurance: During the term of this Agreement, each party shall obtain and maintain such insurance as each deems prudent for the conduct of its business.

10. Taxes: Each party shall be solely responsible for paying its own employment federal, state and local taxes, including but not limited to, estimated payments of income taxes, Social Security, and all other taxes and insurance of any kind. Company will be held harmless for any sales taxes required to be collected from retail sales WP collects in their related State.

11. Termination: Either party may terminate this Agreement immediately for "Cause" if the other party materially breaches this Agreement and such breach has not been cured within twenty (20) business days after written notice thereof. Either party can terminate this agreement for any "Reason" if WP no longer wants to market Company products or services. Company can terminate this agreement for "Reason" based on Company eliminating any related products or WP violates any part of this agreement in part or whole, and or any other related policies and procedures. If Company receives complaints from any customers or Company related vendors and/or suppliers including but not limited to spamming or misrepresentation, this may result in cause for termination of this agreement and will be based on Company review and could result in a decision to terminate the WP from the Company.

12. Waiver: No failure on the part of either party in exercising any right or remedy hereunder, or as provided by law or in equity, shall impair, prejudice, or constitute a waiver of any such right or remedy, or shall be construed as a waiver of any breach or as an acquiescence therein. No single or partial exercise of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. No acceptance of partial payment or performance of any party's obligations hereunder shall constitute a waiver of any breach or a waiver or release of payment or performance in full of any such obligation. All rights and remedies of Company or WP hereunder and at law and in equity shall be cumulative and not mutually exclusive and the exercise of one shall not be deemed a waiver of the right to exercise any other.

13. Indemnification: WP shall indemnify, defend, and hold harmless Company from and against any loss, damage, or injury, including reasonable attorney fees, as a result of any claim by any third party as a result of WP business practices that are damaging to an end consumer, vendor supplier or Company. Actions of negligence by WP would include, but not limited to, willful misconduct, violation of law, or breach of this Agreement. In the event WP activities result in regulatory action that affects Company business, or such action results in Company not being able to perform services then WP will be responsible for any legal fees incurred because of WP actions.

14. Notices: Any notice or demand desired or required to be given under this Agreement will be in writing, will be sent by recognized carrier overnight, email or facsimile, with acknowledgement of receipt, and will be sent to the address or email address below. Either party may change the address to which WPs are sent by sending written notice of such change of address to the other party

15. Marketing Rights: WP has the nonexclusive marketing rights to sell or distribute Company related products and services based on WP using any Company issued marketing materials, website, or sales aids. WP must submit via email all marketing materials or sales aids created by WP prior to use and wait for Company's full approval by email. Company shall not be held liable for any expenses misappropriated before the company's final approval.

16. Solicitation: WP has the right to solicit any third party, individual, small business or large company based on WP being certified by Company to resell ACs, based on WP completing Company training. WPs who link a "Business Solicitation" by having a business click on their special referral-ID or QR code FIRST, will be the first to be approved with exclusive solicitation rights to that business for 60 days. After 60 days WP will no longer have exclusive rights to close the business, unless there is a request for extension based on contracting efforts being completed. After 60 days any other WP will have the right to contact that business.

17. Tradeshows: WP has the right to conduct tradeshows based on each tradeshow pre-approved by Company. WP will be required to complete a "Tradeshow Registration" form to assure there is only one WP representing Company products and services at any one tradeshow. Any tradeshow approved will be based on first request is first approved. Any tradeshow cannot be reserved more than 12 months in advance.

18. Bulk Pricing: Virtual Code PRICING: Effective 3/3/2022. Pricing subject to change without notice. WP understands and agrees that once AC's have been generated and sent to WP, there are NO REFUNDS. Upon verification, Company will replace any AC's that are not working for any reason.

1.	0-100	$24.97
2.	100-250	$14.97
3.	500-999	$10.97
4.	1000-1499	$8.47
5.	1500*2499	$7.47
6.	2500-4999	$6.47
7.	5000-9999	$5.97
8.	10000-24999	$5.47
9.	25000-50000	$4.47
10.	50000 or more	$3.97

 

 19. Delivery of Access Codes (AC) to Wholesale Partners (WP):

(i) .CSV: By default, WP will receive ACs via a .CSV file. With this, they can print labels and attach the code to any collateral they wish to design, print, and distribute to the

(ii) Automated Digital Delivery System (ADDS): Company grants WP the option of using our custom automated digital delivery system streamlined to simplify the option to distribute ACs to the customer.

(iii) ADDS pricing: All WP will be provided access to ADDS for free. WP can offer sub- partners, i.e., franchises, branches, stores, exhibitors, etc., access to the WP's system for free, with a bulk order of 2500 ACs or more.

20. Customer Data : WP will have an option to download customer data for future marketing. HOWEVER, WP's are prohibited to use, sell, or transfersuch data at anytime without express written request.

21. Jurisdiction: This agreement will be under the jurisdiction for the country of Clark and the State of Nevada.

22. Entire Agreement: This Agreement, including the attached schedules, constitutes the sole and entire agreement of the parties hereto. Any written or oral agreements, statements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. This Agreement can be amended only by a written document signed by the parties

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