Independent Travel Agent Agreement

1 Definitions

“Booking” means the reservation of Travel Services by ITA for any Traveler.

“Commission” means the amounts paid by Suppliers to Agency in exchange for Bookings.

“Compensation” means the share of Commissions paid by Agency to ITA in exchange for Bookings.

“Credentials” means Agency’s IATA (International Air Transport Association) number, ARC (Airlines Reporting Corporation) number, CLIA (Cruise Lines International Association) number, seller of travel licenses, and any other travel industry qualification, certification, or registration held by Agency.

“Marks” means Agency’s copyrights, trademarks, trade names, brands, and logos, whether or not applied for, registered, or granted, as existing from time to time.

“Supplier” means a provider of Travel Services to Travelers.

“Travel Services” means travel products and services provided by Suppliers to Travelers, including air, land, or water transportation, lodging, auto rentals, tours, excursions, entertainment, food and drink services, and similar products and services.

“Traveler” means a user of Travel Services.

“Trip” means the composite of all Travel Services booked by ITA for a Traveler.

2 Scope and purpose

This Agreement describes the terms regarding Agency’s engagement of ITA to make Bookings under Agency’s Credentials in exchange for Compensation.

3 Independent contractor

This Agreement does not create a relationship of agency, partnership, joint venture, or employment between the Parties.

ITA is an independent contractor and:

• (1) holds itself out to third parties as a business with the same or substantially similar operations as reflected in this Agreement;
• (2) operates a business separate from and economically independent of Agency;
• (3) manages its own business operations, including fees, scheduling, timing, marketing, advertising, hiring and firing staff, and profits and losses;
• (4) is responsible for its own costs to perform obligations under this Agreement, including costs for its own workspace, equipment, and other necessary materials;
• (5) makes separate and independent investments to support and expand its business; and
• (6) performs obligations under this Agreement using its own specialized skills.

Neither Party:

• (1) will participate in benefits, insurance, workers’ compensation, retirement, vacation, or any similar plan the other Party makes available to its employees;
• (2) is subject to the other Party’s control or supervision regarding the manner, means, places, and times of performance under this Agreement;
• (3) provides services that are integral, critical, necessary, or central to the principal business of the other Party; or
• (4) has the authority to bind the other or to incur any obligation on the other Party’s behalf.

Agency may in its discretion at any time:

• (1) lease to ITA office space and the use of office equipment to facilitate this Agreement, which will not impact the independent contractor relationship described above;
• (2) engage with any travel industry host or consortium, or enter into any other affiliation, subject to giving ITA written notice; and
• (3) conduct a background review of ITA.

Agency maintains errors and omissions (E&O) professional liability insurance for its business operations. Bookings made under the Agency’s name and credentials are generally within the scope of this coverage, subject to the terms, conditions, exclusions, and limits of the issuing policy, which may change from time to time. Bookings, services, or activities ITA conducts under ITA’s own brand, DBA, or personal business name are not covered under Agency’s policy, and ITA is solely responsible for those. Agency does not guarantee that any particular claim will be covered and makes no representation regarding the scope or sufficiency of the coverage for ITA’s purposes. ITA is encouraged to confirm coverage details directly with the issuing carrier and should not treat Agency’s policy as a substitute for ITA’s own. Agency strongly recommends, but does not require, that ITA obtain and maintain its own E&O coverage.

ITA will not bring on or utilize any employee, sub-agent, independent contractor, third-party reseller, or other representative to provide Travel Services, and may not operate as a host agency, mini host agency, or similar umbrella arrangement under Agency’s name, Credentials, or Marks. This Agreement is non-exclusive, and ITA may maintain dual hosting or other agency affiliations, provided that Agency has no right, title, or claim to any client independently sourced by ITA. Clients sourced by ITA remain the sole business relationship of ITA, and Agency’s rights with respect to such clients are limited to Bookings made under Agency’s Credentials pursuant to this Agreement.

ITA is solely responsible for complying with all applicable seller-of-travel, travel agency, registration, licensing, disclosure, and related legal requirements in the state where ITA operates and in any state whose residents ITA serves, including the seller-of-travel requirements applicable in Florida, California, Washington, and Hawaii. For Bookings involving Florida, California, or Washington requirements, ITA will operate under Agency’s applicable seller-of-travel registrations, and Agency will provide its registration numbers for use where permitted and required.

Notwithstanding the foregoing, any ITA Booking travel for a Hawaii resident must maintain that ITA’s own individual Hawaii travel agency registration, which cannot be satisfied under Agency’s registrations or umbrella, and any such Booking made without the required Hawaii registration will constitute a violation of this Agreement.

4 Rights to use

Agency is the exclusive owner of Credentials and Mark. All training content, curriculum, course materials, supplier information and relationships, commission structures, platform tools, systems documentation, business methods, and operational processes (collectively, the “Proprietary Materials”) which are and shall remain the exclusive property of Agency. ITA will not assert any challenge to such ownership.

Subject to the terms of this Agreement, Agency grants ITA a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Proprietary Materials, Credentials, and Mark solely for the purpose of performing services as an independent contractor agent for Agency during the active term of ITA’s membership. ITA shall not copy, download, screenshot, reproduce, modify, distribute, disclose, transmit, sell, or otherwise make available any Proprietary Materials, Credentials, or Mark in whole or in part, to any third party, including other agents, competing agencies, or the general public, during or after the term of this Agreement. Proprietary Materials are for the exclusive use of active Agency ITAs only and are not to be shared. ITA will not use Credentials for any other purpose without Agency’s prior written consent.

Agency grants to ITA a limited, non-exclusive, non-assignable, non-transferable right to use Marks on ITA’s business cards, website, letterhead, marketing collateral, signage, and similar business purposes only in furtherance of the services contemplated under this Agreement. ITA will not use Marks for any other purpose without Agency’s prior written consent.

Each ITA use of Credentials or Marks will prominently and conspicuously display the words “Independent Travel Agent” adjacent to ITA’s name to avoid any impression that ITA is the Agency, a subsidiary of Agency, or an employee of Agency.

Upon termination or cancellation of ITA’s membership for any reason, all rights granted herein shall immediately cease, and ITA’s access to the Proprietary Materials, Credentials, and Marks shall be revoked.

5 Subscription fees

ITA agrees to pay Agency a monthly subscription fee for participation in the Agency’s programs, systems, and services. The subscription fee is Forty-Nine Dollars ($49.00) per month. Agency reserves the right to change the subscription fee at any time upon reasonable notice.

Subscription cancellation takes effect at the end of the current billing period after ITA’s cancellation form is received and confirmed by Agency. Subscription fees are non-refundable. No advance notice is required.

For purposes of this Agreement, “good standing” includes timely payment of all amounts due to Agency and continued compliance with this Agreement and Agency policies.

This section will survive termination of this Agreement.

6 Bookings

ITA will make Bookings:

• (1) on a non-exclusive basis;
• (2) in a timely and diligent manner;
• (3) free of any fiduciary, professional, or personal conflict of interest;
• (4) without violation of any legal obligation it has to any third party; and
• (5) in compliance with Agency policies and all laws and regulations, including seller-of-travel laws, consumer protection laws, registration, licensing, advertising, and any other requirements applicable to travel agents.

ITA will not, without Agency’s prior written consent: (1) make any Booking at net rates using Credentials; or (2) make any group travel arrangements using Credentials.

The following ITA activities will be processed directly through Agency: (1) all charges relating to Trip planning, change, and cancellation in any state having seller-of-travel laws or regulations; and (2) all Bookings with any destination management company, tour operator, or other Supplier that: (a) Agency has introduced to ITA; and (b) does not require travel agency credentials.

ITA will deliver to Travelers written documentation of all information directly relevant to any Trip (“Trip Information”) promptly following receipt of a Booking confirmation from any Supplier, including: (1) Traveler names, addresses, phone numbers, email addresses, and street addresses; (2) Trip Information and dates; (3) insurance information, including any relevant waivers; and (4) travel costs, including itemized amounts due, payments made, deposits received, balances due, and payment due dates (collectively, “Trip Cost Information”).

ITA will deliver to Agency all Trip Information promptly following each Booking.

Promptly following any payment made by a Traveler, ITA will deliver to the Traveler an updated invoice reflecting all Trip Cost Information. ITA is responsible for ensuring each Traveler receives and acts regarding travel documentation.

Agency will forward to ITA all documents it receives relating to Travelers. ITA is responsible for ensuring Travelers receive and act regarding these documents. In time-sensitive situations, Agency may forward such documents directly to Travelers at contact information on record, subject to providing notice to ITA. ITA will be responsible for costs of forwarding travel documents incurred by Agency, which Agency will deduct from Compensation.

7 Collection and payment

ITA will process Traveler payments for Bookings using Traveler’s credit card, charge card, or debit card as follows, unless directed by Agency in writing: (1) if Agency operates on a gross fee structure, ITA will make payments to relevant Suppliers in accordance with the written directions of each Supplier; and (2) if Agency operates on a net fee structure, ITA will, subject to Agency’s prior written consent and processing fees, make payments to Agency’s merchant account, accompanied by a written request for Agency to pay the relevant Supplier. ITA explicitly may not accept cash, checks, wire transfers, or ACH from Travelers. All payments must be submitted to the payment processor within 5 business days of the charge. Such requirements are pursuant to Hawaii Revised Statutes §468L-5.

ITA may charge Travelers service fees for ITA’s time and expertise involved in making Bookings, subject to applicable seller-of-travel and other laws and regulations. ITA may not charge planning fees or similar service fees to Florida residents, regardless of where ITA is located. Other than these service fees, ITA will not accept any payment directly from Travelers for any Bookings either on a gross or net basis. ITA will ensure all Traveler payments in any form are payable directly to Suppliers or Agency. ITA may not receive direct payment from any Traveler under any circumstances, and all Traveler payments must be made directly to the applicable Supplier.

ITA will obtain credit card authorizations from Travelers and will comply with Payment Card Industry (PCI) data security standards.

8 Compensation

(a) Standard Commission Split (90/10). Except as expressly provided otherwise in this Agreement, ITA shall be entitled to receive ninety percent (90%) of the gross commissions actually received by Agency from travel Bookings that are originated, marketed, and closed independently by ITA without a qualifying referral from Agency, and Agency shall retain the remaining ten percent (10%) of such gross commissions as its override. For purposes of this Section, “gross commissions” means all commission revenue actually paid to Agency by suppliers for the applicable Booking, before any chargebacks, refunds, or supplier-imposed adjustments.

ITAs enrolled at the 90/10 split are grandfathered at that split for the lifetime of their continuous active membership, regardless of any future changes to the standard commission structure. This guarantee applies only to ITAs who maintain uninterrupted active membership in good standing. ITAs who cancel and later rejoin forfeit their grandfathered split and will be subject to the then-current standard split.

For all other ITAs, Agency reserves the right to modify the standard commission split with 30 days written notice.

(b) Booking Partner Commission Split (80/20) on Referred Leads. From time to time, Agency or its principal, Melissa Newman, may refer specific prospective clients or Booking opportunities (each, a “Referred Lead”) directly to a particular ITA (a “Booking Partner”). (Notwithstanding the use of the term “Booking Partner” in this Agreement, for avoidance of doubt, there is no partnership relationship between Agency and Booking Partner.) For Bookings that directly arise from a Referred Lead, and only for those Bookings, the Booking Partner shall be entitled to receive eighty percent (80%) of the gross commissions actually received by Agency for such Booking, and Agency shall retain the remaining twenty percent (20%) of such gross commissions as its override. The Booking Partner split described in this subsection applies solely to Bookings traceable to the identified Referred Lead and does not alter the commission split applicable to ITAs other Bookings under subsection (a). Subsequent Bookings from Referred Lead will revert to the commission split under subsection (a).

(c) Booking Partner Status. The Booking Partner commission split is available only to ITAs who have been designated by Agency, in its sole discretion, as participating in Agency’s “Booking Partner” program (“Booking Partner Status”). Booking Partner Status is a program tier that is earned based on a particular ITA’s demonstrated active and consistent Booking history and other performance criteria established by Agency from time to time. Agency may grant, condition, suspend, or revoke Booking Partner Status at any time, with or without cause, upon notice to the Booking Partner. Upon revocation or suspension of Booking Partner Status, ITA shall no longer be entitled to the Booking Partner commission split for any new Bookings, and all future Bookings shall be subject to the then-applicable Standard Commission Split unless otherwise agreed in writing.

• (i) Lead response requirement. Every Referred Lead provided by Agency or its principal must receive a response within 24 hours of Booking Partner receiving the Referred Lead. Repeated misses are grounds for revocation of the ITA’s Booking Partner Status. Agency makes no guarantees to the volume or quality of any Referred Leads.
• (ii) Eligibility requirements. ITA must complete 5 Bookings, 2 Supplier certifications, full Atlas Academy completion, and maintain an active membership in good standing to attain Booking Partner Status.
• (iii) CLIA reimbursement. Agency shall reimburse Booking Partner for one (1) annual CLIA membership at the Basic Individual tier only, subject to the following conditions: (a) ITA has been continuously designated with Agency for at least ninety (90) days at the time of submission; (b) reimbursement is limited to one (1) membership per calendar year; and (c) ITA provides a valid receipt issued by cruising.org reflecting payment for the eligible membership. Reimbursement shall not exceed the actual amount paid for the qualifying Basic Individual tier membership and no reimbursement shall be provided for upgraded tiers, add-ons, or multiple memberships.
• (iv) Termination. Termination of ITA’s designation in the Booking Partner program for any reason shall immediately revoke ITA’s badge but does not automatically terminate this Agreement.

(d) Attribution of Referred Leads. Agency shall identify Referred Leads in writing (including by email or through Agency’s designated CRM or Booking platform), and Agency’s records shall control for purposes of determining whether a particular Booking qualifies for the Booking Partner commission split. If a client initially engages ITA as a Referred Lead and later books additional travel with ITA, the Booking Partner commission split shall apply only to Bookings that are reasonably attributable to the original Referred Lead referral, and all other Bookings shall be subject to the Standard Commission Split unless otherwise documented by Agency.

(e) Program-specific Commission Terms. ITAs participating in designated Agency programs may be subject to modified commission terms as specified in the applicable program agreement. Those program-specific terms govern for the duration of the ITA’s participation in the relevant program.

(f) Missing Commission Policy. Agency’s Missing Commission policy can be found here: atlascoasttravel.com/missing.

(g) Agent Referral Program. Agency offers a one-time cash referral bonus to active ITAs who refer new ITAs. The referring ITA receives a base bonus of $100 plus an additional bonus equal to 25% of the commission overrides Agency received from the referred ITA during their first six months of active membership, with the total bonus capped at $500 per referred ITA. The bonus is paid once, following verification, after the referred ITA has completed six months of active membership in good standing. Eligibility requires that the referred ITA named the referring ITA at the time of referred ITA’s application, or submitted a correction within 45 days of joining. Referral claims must be submitted no earlier than the referred ITA’s six-month membership anniversary and no later than their nine-month anniversary. Agency reserves the right to withhold or reverse a bonus if either the referred ITA or referring ITA is found to be in violation of their membership agreement at the time of payout. There is no limit on the number of ITAs an ITA may refer, but ITAs will not receive compensation for referred ITAs recruited by other referred ITAs. This Agreement is explicitly not a multi-level marketing structure. Referral bonuses do not impact the referred ITA’s commission. Each referral is evaluated independently.

(h) No Income Guarantee. ITA acknowledges that Agency has made no promise, representation, warranty, or guarantee regarding any minimum income, commissions, sales volume, profitability, client bookings, leads, or other financial results. ITA understands that any earnings depend on numerous factors outside Agency’s control, including ITA’s own efforts, experience, marketing activities, client relationships, and market conditions. ITA further acknowledges that any examples, projections, past performance information, training materials, or statements concerning possible earnings are for illustrative purposes only and do not constitute a guarantee of future income or business success. ITA assumes all risk that actual earnings may vary, including the possibility that ITA may earn no income at all.

(i) Other. Commissions are the exclusive property of Agency until it qualifies and determines the amount of Compensation payable under this Agreement. Compensation is payable after: (1) Traveler has completed the Trip; and (2) Agency collects commissions from Suppliers relating to Bookings. If a commission previously distributed to ITA is recalled, reversed, or adjusted by a supplier for any reason, ITA is obligated to return their proportional share within 30 days of written notice. Agency will remit approved Compensation to ITA in the ordinary course of Agency’s commission payout process after the applicable Commission has been received from the Supplier, reconciled, and determined to be payable under this Agreement. Agency will pay any applicable processing fees. Agency may provide a statement or other accounting reflecting the Compensation paid or payable for applicable Bookings. Any minimum payout threshold applicable to Compensation will be governed by Agency’s payout policies, as may be updated from time to time upon notice to ITA. If Compensation payable to ITA for any payout cycle is below the applicable minimum payout threshold, the unpaid balance will automatically roll forward to a future payout cycle and will not expire.

Compensation is limited to amounts expressly provided in this Agreement. Agency will make no advance payment against prospective Compensation. Agency neither imposes nor implies any minimum or volume regarding Bookings or Compensation under this Agreement.

If ITA fails to complete the full process of any Booking, onboarding process, or if the ITA is not currently up to date with the monthly subscription fee, ITA will earn no Compensation, and Agency will retain all Commissions, for that Booking, as reasonably determined by Agency in its discretion on a case-by-case basis. All Bookings must be made through Agency’s approved platform to be eligible for Commission.

ITA is responsible and liable for all legal and financial obligations relating to any dispute or shortfall relating to any Booking. ITA will pay Agency within 5 days of written notice or Agency will deduct from Compensation the amount of any such amount not authorized by Agency, including any:

• (1) debit memo;
• (2) chargeback;
• (3) refund or post-sale adjustment;
• (4) price concession or discount;
• (5) non-refundable ticket issued but not used;
• (6) “no show”;
• (7) ITA error;
• (8) Commission recall; and
• (9) unauthorized charge or fraud.

If Agency incurs any cost as a direct result of ITA’s error or negligence, Agency will have the right to withhold Compensation to recover Agency’s cost. If no Compensation is payable, ITA will pay Agency the amount of such cost within 5 days of written notice itemizing the cost. If ITA incurs any cost as a direct result of Agency’s error or negligence, Agency will pay ITA the amount of such cost within 5 days of written notice itemizing the cost.

Agency will have a right to invoice ITA for, and ITA will have an obligation to pay Agency, all amounts payable but not reimbursed as described in this Agreement during the term of this Agreement and for one year following its termination.

Upon termination of this Agreement, if ITA owes any amounts to Agency, Agency in its discretion will either: (1) withhold or offset such amounts against Compensation payable to ITA; or (2) charge such amounts to the credit card account provided by ITA.

If ITA fails to comply with Agency’s processes as described in this Agreement, resulting in any cost to Agency, Agency reserves the right to assess late fees on such costs at 1.5% per month.

ITA must complete a W9 in Agency’s platform before the first Commission payment may be made and ITA will complete a new W9 when appropriate. Agency will issue 1099-NEC to ITA in compliance with applicable law.

ITA waives any claim for Compensation not made within 10 days following termination of this Agreement.

This section will survive termination of this Agreement.

9 Identity verification (IDV)

Completion of Agency’s identity verification process (“IDV”) is a condition to full Compensation payout eligibility. An ITA that has not completed IDV with a verified result is not eligible to receive commission disbursements. IDV will be triggered automatically when ITA logs their first Booking, and Agency will initiate the process without any request by ITA. A verified result is acceptable for payout eligibility; an “under review” result may result in Compensation being held pending resolution for up to one business day; and a failed result requires ITA to re-attempt IDV, with a second failed result subject to Agency’s manual review. Agency reserves the right to withhold commission disbursements pending IDV resolution, but any Compensation withheld solely for unresolved IDV will not be forfeited and will be paid in the next regular payout cycle following successful verification. ITA is solely responsible for completing IDV in a timely manner, and Agency will not be liable for any delayed payout caused by ITA’s failure or delay in completing IDV.

10 Agent Success Coach

The following terms apply only if and during such time as ITA is designated by Agency as an Agent Success Coach (“Coach”). Compensation for Coach sessions is separate from Commissions payable under this Agreement, is paid to ITA as independent contractor compensation and does not constitute wages or employee compensation, and shall be paid in accordance with the rates and compensation structure established by Agency from time to time in a separate writing.

During ITA’s active Coach designation, ITA shall receive access to the full MyAtlas suite upgrade at no additional charge, and such benefit shall automatically terminate upon ITA’s removal from or exit from the Coach role for any reason. ITA acknowledges that, in conducting one-on-one sessions with other agents, ITA represents Agency directly and is subject to all applicable professional and conduct standards under this Agreement, including a prohibition on disparaging Agency, its personnel, other agents, or the Agent Success Coach program in any session.

ITA further acknowledges that, in the Coach role, ITA may receive access to confidential information relating to individual ITA performance, personal circumstances, business activity, and account details, all of which shall be deemed Confidential Information under this Agreement. ITA and Coach shall not disclose, use, or share such information with any person except as expressly authorized by Agency, and in no event may ITA and Coach share such information with other ITAs.

Removal from the Coach role, or revocation of the Coach designation or badge, shall be effective immediately upon Agency’s notice and shall not, by itself, terminate ITA’s membership or this Agreement unless separately stated by Agency in writing. Upon exit from the Coach role for any reason, ITA shall immediately cease holding themself out as a Coach and shall lose all rights associated with the Coach designation.

11 Taxes

Agency will not pay taxes or other contributions relating to ITA’s Compensation, as ITA is an independent contractor.

ITA is responsible for all local, state, and federal fees, taxes, and tax filings relating to its own income and business operations, including fees, taxes, contributions relating to payroll, social security, unemployment, disability, workers’ compensation, or any other local, state, or federal programs.

ITA indemnifies Agency now and in future from all liability, claims, penalties, and interest imposed by any governmental body in connection with Compensation or this Agreement.

This section will survive termination of this Agreement.

12 Term and termination

This Agreement becomes effective upon the purchase of subscription fee, as of the Effective Date, for an initial term of 1 month. Following the initial term, this Agreement will be renewed automatically for successive terms, each of 1 month, unless terminated as described below.

Either Party may terminate this Agreement for: (1) convenience by providing the other Party at least 10 days of prior written notice; and (2) cause if the other Party commits a material breach of this Agreement and does not remedy such breach within 3 days of written notice.

Upon termination of this Agreement, each Party’s rights and obligations will cease immediately, including a revocation of ITA’s right to use Agency’s Credentials, but termination will not affect: (1) either Party’s rights and obligations accrued but unsatisfied through the termination date; and (2) any part of this Agreement expressed, or by its context should reasonably be expected, to survive termination.

Upon termination of this Agreement: (1) Agency will retain any end-user client it has sourced, including all such clients Agency may have referred to ITA during the term of this Agreement; (2) ITA will retain any end-user client it has sourced; and (3) the Parties will cooperate to transfer each such client expeditiously in accordance with this section.

Upon termination of this Agreement, any outstanding Compensation relating to completed Trips for which Agency has received the applicable Commission from the Supplier on or before the termination effective date will be paid in Agency’s next regular payout cycle, and any balance otherwise below the applicable minimum payout threshold will be paid in full notwithstanding that threshold. Any Commission received by Agency after the termination effective date will not be owed to ITA. For purposes of Commission eligibility, the applicable cutoff is the original payment due date for the Booking or Trip, as determined by Agency’s records, and not any later auto-cancel date or similar extension. A terminated ITA may not automatically rejoin or be reinstated and may return only upon Agency’s separate approval following manual review.

Upon termination of this Agreement, or at any time upon Agency’s written request, ITA will: (1) immediately cease the use of Agency’s intellectual property; (2) promptly deliver to Agency all materials, equipment, and other property provided by Agency for use by ITA; (3) permanently destroy and delete all Confidential Information, as defined below, in its possession and computer systems; and (4) provide to Agency written certification of compliance with this section.

This section will survive termination of this Agreement.

13 Confidentiality

The Parties may exchange confidential information regarding their business, employees, agents, clients, and partners (collectively, “Confidential Information”). Confidential Information includes the Proprietary Materials and data associated with Agent Success Coach.

Each Party will retain ownership of its Confidential Information, none of which will be transferred or licensed to the other Party except as outlined herein.

Each Party will: (1) use Confidential Information only in connection with performance of this Agreement; (2) not disclose Confidential Information to any third party without the other Party’s prior written consent; and (3) protect Confidential Information with the same level of care used to protect its own most confidential information, but not less than a reasonable level of care.

Confidential Information includes: (1) the terms of this Agreement; (2) any oral or visual information relating to Confidential Information; (3) Commission rates, (4) supplier agreements, (5) pricing structures, (6) proprietary training content, and (7) Confidential Information disclosed prior to the Effective Date.

Confidential Information does not include information: (1) known to both Parties prior to engagement under this Agreement; (2) developed independently by either Party without breach of a nondisclosure obligation; (3) received from a third party without breach of a nondisclosure obligation; or (4) that becomes public knowledge without breach of a nondisclosure obligation.

A Party may disclose Confidential Information by order of court or authority having jurisdiction if that Party: (1) discloses only Confidential Information required by the order; and (2) gives the other Party prompt written notice of each such disclosure to allow pursuit of protective orders.

Neither Party: (1) makes any representation or warranty regarding its Confidential Information; (2) will have any liability for any error or omission in, or any loss or damage regarding, its Confidential Information.

Upon either Party’s written request at any time, the other Party will promptly return, or provide written certification it has destroyed, all versions of the disclosing Party’s Confidential Information. Specifically exempted are copies made for legal and backup purposes which are protected with restricted access.

ITA shall not use or exploit Agency’s Confidential Information, or any substantially similar training methods, systems, or processes derived therefrom, to build, operate, or support a competing host agency.

This section will survive termination of this Agreement for two years following either Party’s last disclosure of Confidential Information. However, confidentiality obligations regarding any trade secret will remain in effect as long as it constitutes a trade secret under the law.

ITA acknowledges that any breach of this Section would cause irreparable harm to Agency for which monetary damages would be inadequate, and therefore Agency shall be entitled to seek injunctive relief, in addition to any other rights and remedies available at law or in equity.

14 Non-solicitation

During the term of this Agreement, and for one year following its termination, neither Party will, without the other Party’s prior written consent, directly or indirectly: (1) take away or solicit for the purpose of taking away any employee, staff, agents, or contractor of the other Party; or (2) induce any customer, prospect, or Supplier to reduce or discontinue engagement with the other Party. Public job postings and requests for proposals will not be a breach of this section. Notwithstanding the foregoing, nothing prevents Agency from enforcing any agreements between Agency and its employees or previous employees. This section will survive termination of this Agreement.

15 Non-disparagement

During the term of this Agreement and thereafter, each Party agrees not to make, publish, or communicate any false, misleading, or disparaging statements or representations concerning the other Party, its business, services, officers, employees, or agents. This provision shall not prohibit truthful statements required by law or made in good faith in connection with any legal proceeding.

This section will survive termination of this Agreement.

16 Liability and indemnification

Except for claims arising from a Party’s fraud, gross negligence, willful misconduct, or obligations expressly assumed under this Agreement, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost commissions, loss of business opportunities, or loss of goodwill, arising out of or relating to this Agreement, regardless of the legal theory asserted and even if such damages were foreseeable or the Party had been advised of the possibility of such damages.

The aggregate liability of either Party arising out of or relating to this Agreement shall not exceed the total Compensation paid by Agency to ITA under this Agreement during the six (6) months preceding the event giving rise to the claim.

ITA will have exclusive responsibility and liability, and Agency will have no responsibility or liability, for any costs, losses, or damages arising from Bookings and related payments, including errors, timeliness, and misrepresentations.

ITA indemnifies and holds Agency and its owners, directors, employees, contractors, agents, representatives, advisors, successors, and assigns harmless from any third-party claim, based on tort, contract, statute, or otherwise, arising from any act or omission of ITA, its owners, directors, employees, contractors, or agents.

Each Party’s obligations and liabilities are as stated in this Agreement. All other representations or warranties, express or implied, by statute, law, or otherwise, are excluded.

This section will survive termination of this Agreement.

17 General

Modification. Agency reserves the right to modify policies and terms with reasonable written notice to ITA.

Assignment. Neither Party will assign any right or obligation under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, ITA shall not have consent rights if Agency merges with or sells its interest to another travel agency.

Waiver. No forbearance or delay in enforcing this Agreement will prejudice or restrict the rights of a Party. No waiver of a right will operate as a waiver of any subsequent right. No right is exclusive of any other right, and each right is cumulative.

Severability. If any part of this Agreement is found unenforceable, that part will be fully enforced as permitted by law and the rest of this Agreement will remain fully in force.

Force Majeure. No failure or delay in the performance of any obligation under this Agreement will be a breach if that failure or delay arises from a force majeure or any cause beyond the reasonable and foreseeable control of either Party.

Interpretation. The Parties intend that: (1) headings will not be used to interpret this Agreement; (2) the word “including” is without limitation; (3) no text will be construed against either Party as author; and (4) all text is conspicuous.

Publicity. Neither Party will use or display in public the other Party’s name, logo, content, or other intellectual property without the other Party’s prior written consent.

Acceptance. The Parties may confirm their acceptance of this Agreement in writing, digitally, or electronically, including by clickwrap, sign-in-wrap, or other active or passive electronic confirmation. Any counterparts created will constitute a single original document.

Notices. Notices will be in writing and deemed given when sent with receipt confirmation by email, prepaid registered or certified mail, or prepaid courier service to the receiving Party’s address in this Agreement or other address provided in writing for purposes of notice.

Consent to Contact. ITA consents to receive communications from Agency and its authorized representatives and service providers at the telephone number(s), email address(es), and other contact information ITA provides to or maintains with Agency, relating to ITA’s onboarding, membership, account, servicing, operational, and other matters arising under this Agreement or ITA’s business relationship with Agency. ITA agrees that these communications may be made by live representative, email, and text or SMS message, and by prerecorded or artificial voice message, voicemail drop, and automatic telephone dialing system, and that message and data rates may apply to text messages. This consent is not a condition of ITA’s membership or of any purchase. ITA may withdraw consent as to automated or prerecorded calls and text messages at any time by notifying Agency at [email protected] or by following any opt-out instructions provided, and Agency may continue to contact ITA as needed by other means regarding this Agreement.

Governing Law. This Agreement is governed exclusively by the laws of Florida, without regard to the conflict-of-law principles of any jurisdiction.

Courts. The Parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved, any dispute shall be submitted to binding arbitration in Kenton County, KY, which neither Party will challenge based on forum non conveniens or similar doctrine, under the rules of the American Arbitration Association. Judgment upon the award may be entered in any court of competent jurisdiction. Each Party agrees that any arbitration or other proceeding shall be conducted only on an individual basis and not as a class, collective, consolidated, representative, or private attorney general action. Each Party knowingly and voluntarily waives any right to bring, participate in, maintain, or recover relief in any class, collective, consolidated, representative, or private attorney general action against the other Party, whether in arbitration or in court. The arbitrator shall have no authority to conduct any class, collective, consolidated, representative, or private attorney general proceeding or to award relief to any person or entity other than the individual Party seeking relief.

Equitable Relief. Either Party may seek injunctive or other equitable relief to remedy any actual or threatened breach of this Agreement.

Further Assurances. Each Party will perform additional acts as necessary to effect this Agreement. The Parties will address together in good faith any unforeseen issues that arise from this Agreement with a view to mitigating any material adverse impact on either Party.

Entire Agreement. This Agreement is the entire agreement and supersedes all prior agreements between the Parties regarding its subject matter, whether written or oral, express or implied. If any conflict arises between the body of this Agreement and an appendix, the former will control.

18 Execution

The authorized purchase of subscription fee accepts this Agreement as of the Effective Date.

IN WITNESS WHEREOF, the Agent has executed this Agreement as of the date first written above.