VELTRA TRAVEL AGENT PROGRAM AGREEMENT

This agreement contains the terms and conditions for your participation in the VELTRA Travel Agent Program.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VELTRA. BY CLICKING ON THE "ACCEPT" BUTTON YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

DEFINITIONS

Travel Agent means a retail travel agency licensed or otherwise permitted to do business.

YOUR OBLIGATIONS

To begin the enrollment process, you will submit a completed program application ("Program Application") via VELTRA. We may reject your Program Application if we determine, in our sole discretion, that your agency is unsuitable for the Program for any reason.

If you are accepted into the Program: You shall book activities with VELTRA online or by telephone using one of the following methods:

1. Identify your agency by logging in to our travel agent system, using the login information that VELTRA will provide upon your acceptance, on the VELTRA Travel Agent website.
2. Identify your agency to our customer service specialist at the time of placing your order.

• All reservations must be paid in full at the time of booking.
• In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to VELTRA or the services available therein.
• You warrant and represent to us that your Travel Agency is in compliance with all applicable laws and regulations.

VELTRA'S OBLIGATIONS

We shall provide customer support and fulfillment services to Users in accordance with our then-current standard terms and conditions and standard customer service policies and procedures applying generally to users of VELTRA. You acknowledge that we reserve the right to refuse to provide customer/fulfillment services to a User for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate card holder; and (d) User's purchase history with us and/or our Affiliates.

USE OF TRADEMARKS

You agree that we may include your logos, trademarks, trade names and similar identifying material ("Your Marks") on VELTRA in a listing of companies who are participating in the Program; provided however, that in no event shall we be required to include Your Marks in any such listing. You represent and warrant that you are the sole and exclusive owner of Your Marks and have the right and power to grant to us the license to use them in the manner described herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. We will remove Your Marks from any such lists upon the effective date of the expiration or termination of this Agreement.
We shall own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of VELTRA
We will own all data generated by Users of VELTRA, and all of the terms and conditions, rules, policies and operating procedures of VELTRA (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users of VELTRA; and we reserve the right to change such terms and conditions, rules, policies and operating procedures at any time.

COMMISSION STRUCTURE

You are eligible to earn commissions on all sales during the term of this Agreement, where the travel agency or client follows the procedures above and, using VELTRA's booking system, successfully effectuates an order. We will pay you a commission only if the sale is tracked on our internal online ordering system from the time the login is initiated on our website at the time of the sale. You agree that no commission will be paid if the sale cannot be tracked by our internal ordering system.

Commissions shall be paid as follows:
We will pay you a commission of up to nine point five percent (9.5%) based on the retail value of each sale (after tax & other applicable fees) on each completed activity booked. Monthly payments will be made, on all COMPLETED activities, to the Travel Agent.

PAYMENTS

Within thirty (30) days after the end of each month during the term of the Agreement with respect to which we owe you any commissions, we will pay any amount due to you.

• Commissions will only be paid to entities/travel agencies that provide current financial and contact information to VELTRA.
• Commission payouts on Travel Agent program require minimum amount of USD $100.00 for commission to be paid.
• Commission payments will be paid via wire transfer (e.g. ACH) or PayPal for commissionable products, depending on factors outlined below. VELTRA will only pay commissions to identifiable Users at a transaction level for each transaction. The User must provide VELTRA with the necessary information so that payments may be paid each month that commission is earned.
  1. For agents based in the United States or a recognized U.S. territory will be paid via wire transfer (ACH).
  2. For agents based outside the United States will also be paid via wire transfer or PayPal in United States Dollars. The agent is responsible for paying any and all applicable taxes and transaction fees associated with wire transfers.

MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. Notification to you of any change by e-mail or posting of a change notice on VELTRA and/or the Internet site of any designated Reporting Agent, as described above, at our sole option, shall be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or a new agreement on VELTRA will constitute binding acceptance of the change.

TERM AND TERMINATION

This Agreement shall commence upon our acceptance of your Program Application and shall continue until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Written notice can be in the form of mail, email or fax. You are only eligible to earn Transaction Fees occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable in accordance with this agreement. If this Agreement is terminated because (i) you have violated the terms of this Agreement, or (ii) your Affiliate Site becomes subject to the Content Restrictions set forth above, you are not eligible to receive any commission payments, even for commissions earned prior to termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination or expiration of this Agreement for any reason, you shall immediately remove any icon or link from your Affiliate Site.

INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless us and our Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of Your Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property rights, or any other right of any third party whether in contract or in tort, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site including, without limitation, content therein not attributable to us.

DISCLAIMERS AND LIMITATION OF LIABILITY

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICE, PRODUCT OR OTHER ITEMS SOLD THROUGH THE PROGRAM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED BY US. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF VELTRA WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGRATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT

GOVERNING LAW

The laws of the United States will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal courts and you irrevocably consent to the jurisdiction of such courts. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including expert witness fees.

Questions? Contact us.