Terms and Conditions
Terms and Conditions
This Independent Contractor Travel Agent Agreement (this “Agreement”) is between the individual signature of this Agreement (“Member Agent”) and Family Fun Cruises & Tours LLC, a limited company located at both 15706 E Progress Circle, Centennial CO 80015 and 74 Grove Drive, Mastic NY 11950 (the “Company”). This Agreement governs the Member Agent’s independent contractor relationship with the Company.
1.0 INDEPENDENT CONTRACTOR. The status of the Member Agent under this Agreement shall be that of an independent contractor. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties or, except as otherwise expressly provided in this Agreement, as granting either party the authority to bind or contract any obligation in the name of or on the account of the other party or to make any statements, representations, warranties or commitments on behalf of the other party. All persons employed by a party shall be employees of such party and not of the other party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such party. The Member agent understands that it will not be an employee of the Company and will be treated as a non-employee regarding all laws covering employees including, but not limited to, the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, Income Tax Withholdings at any source and any other State or Federal Laws.
2.0 TRAVEL INDUSTRY PARTICIPATION. The Member Agent will support the travel industry and the Company by promoting, generating, and creating travel sales for the duration of this Agreement. The Member Agent is authorized to act as an independent travel agent for the Company. The Member Agent is free to market travel as it wishes, provided that the Member Agent acts professionally and in the best interest of the travel industry and the Company.
3.0 FAMILIARIZATION AND OTHER MEMBER BENEFITS. The Member Agent will be eligible for special travel opportunities and prices, as offered from time to time. The Member Agent understands that benefits offered by travel vendors to the travel agency community are discretionary privileges available only to the Member Agent. The Member Agent affirms that will (i) not extend such Member Benefits to any other party, and (ii) that when participating in such Member Benefits act in a professional manner in adherence with all the rules of the travel supplier. The Member Agent further affirms that they are not applying to this Company solely to obtain such benefits.
4.0 NETWORK FEES. This Agreement is binding and effective upon payment of the then current Network Fee (the “New Membership Fee”). The network fee is NON-REFUNDABLE AND NON-TRANSFERABLE.
5.0 MEMBER AGENT RENEWAL FEES (“Renewal Fees”). The Member Agent agrees to pay the then applicable renewal fee within 30 days of the invoice date, unless otherwise terminated in accordance with termination provisions of this Agreement. the renewal fee is non-refundable and non-transferable. Members grants the Company permission to auto-pay renewal fees, if said Member Agent has elected whether verbally, in writing, or through a payment portal, to store their payment information in one of our payment portal partner sites. The Company does not retain your credit card information on its systems.
6.0 COMMISSIONS. The Company shall pay the Member Agent, not as Salary or Wages, but a share of the commissions received by the Company by travel vendors. Commissions are only paid if the vendor has paid the Company. Collections is the duty of the Member Agent. Commissions are not payable to the Member Agent if the Commission Request & Booking Form, available online, has not been submitted within six months of the original booking date. Commissions payments will be made within 30 days of the trip departure date. The Company reserves the right to net down commissions for any amounts due to the Company. You must be a fully paid Member Agent in good standing, not in default of this Agreement, to receive commissions.
7.0 MEMBER AGENT CONTACT INFORMATION. The Member Agent is responsible for ensure that we have the Member Agent’s up to date email address, physical address, phone numbers, etc. Failure to maintain your member information may cause a delay in the receipt of your commission payment. Changes in contract information can be made electronically through the Client Portal, if provisioned, or by emailing email@example.com. Member grants the Company express permission to send email to the designated Agency email address.
8.0 CURRENT COMMISSION RATES. The Member Agent rates are currently 60% of tours and cruises; 50% for air, car rentals, hotels and travel insurance. Commissions paid to the Member Agent will be reduced for postage and supplier processing fees.
9.0 FEE & COMMISSION RATE ADJUSTMENTS. The share of the commission shared with the Member Agent and the Renewal Fees are subject to change with 60 days advance noticed, no more than annually, whereby such notice will be emailed to the Member Agent’s email address on file.
10.0 REFERRAL FEES. From time to time the Company offers a referral bonus or fee payable to the Member Agent for referring new Member Agents. The Company reserves the right to apply the then offered Referral Bonus or Fee against future Member Agent Renewal Fees.
11.0 TAXES AND OTHER EXPENSES. The member agent is responsible for any and all taxes, expenses, penalties, and/or other payments arising from the conduct of activities under this Agreement including but not limited to deriving income and incurring expenditures.
12.0 TERM AND TERMINATION. Unless otherwise terminated as allowed herein, this Agreement is effective upon the Member Agent’s signature date. Either party may terminate this Agreement with twenty (20) business days’ notice for convenience. The Company may terminate this Agreement immediately without notice if (a) Member Agent breaches the terms of this Agreement, or any of the warranties provided herein, and (b) Member Agent fails to pay the then applicable renewal fees.
13.0 EVENTS UPON TERMINATION. The Member Agent will cease to present themselves as a Member Agent of the Company and return any proprietary information including manuals, handbooks, access to booking sites, etc. The Company is not obligated to refund any payment made by the Member Agent upon termination of this Agreement.
14.0 COMPLIANCE WITH LAWS. THE MEMBER AGENT IS RESPONSIBLE TO OBTAIN ANY BUSINESS OR OTHER PERMITS REQUIRED BY LAW RELATING TO THE OPERATION OF MY INDEPENDENT TRAVEL BUSINESS, AND I WILL COMPLY WITH ALL APPLICABLE LAWS.THE LAWS OF THE STATE OF COLORADO SHALL GOVERN THIS AGREEMENT. I WILL ABIDE BY ALL FEDERAL, STATE, COUNTY AND LOCAL LAWS, RULES AND REGULATIONS PERTAINING TO THIS AGREEMENT. THE COMPANY, ITS OWNERS, DIRECTORS AND EMPLOYEES NEITHER GUARANTEES NOR ENSURES THE SERVICES PROVIDED BY ANY OFFICER, EMPLOYEE OR MEMBER AND SHALL ASSUME NO RESPONSIBILITY FOR ACTIONS BEYOND ITS OWN CONTROL IN CONNECTION WITH SERVICES PROVIDED.
15.0 ERRORS AND OMISSIONS. THE COMPANY, ITS DIRECTORS, EMPLOYEES AND OWNERS ARE NOT RESPONSIBLE FOR ANY ACT, ERROR, OMISSION, INJURY, LOSS, ACCIDENT, NONPERFORMANCE, OR ANY OTHER IRREGULARITY, OR ANY CONSEQUENCES RESULTING THEREFROM, WHICH MAY BE OCCASIONAL THROUGH, NEGLECT, DEFAULT, OR ANY OTHER ACTION OF ASSOCIATION/COMPANY, CARRIER, OR PERSON ENGAGED IN THE SERVICE OF THE COMPANY.
16.0 INDEMNIFICATION. The Member Agent shall indemnify the Company and its affiliates and their respective directors, officers, employees, and agents (each an “Indemnified Person”) against all liabilities, losses, expenses, or costs (including reasonable attorney’s fees) that, directly or indirectly, are based on the Member Agent’s breach of this Agreement, information provided by Member Agent, or Member Agent’s or its customers’ infringement on the rights of a third party. The Company shall notify Subscriber promptly of any demand for indemnification. However, the Company’s failure to notify will not relieve the Member Agent from its indemnification obligations except to the extent that the failure to provide timely notice materially prejudices Subscriber. The Member Agent may assume the defense of any action, suit, or proceeding giving rise to an indemnification obligation unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Person in good faith. The Member Agent may not settle any claim, action, suit or proceeding related to this Agreement unless the settlement also includes an unconditional release of all Indemnified Persons from liability.
17.0 ENTIRE AGREEMENT. This Agreement constitutes the sole and entire Agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, Agreements, representations and warranties, both written and oral, with respect to such subject matter.
18.0 AMENDMENTS. No provision of this Agreement may be amended or modified except by a written instrument executed unanimously by the Members. Any such written amendment or modification will be binding upon the Company and each Member. Notwithstanding the foregoing, amendments to the Schedule of Members following any new issuance, redemption, repurchase or Transfer of Units in accordance with this Agreement may be made by a Manager without the consent of or execution by the Members.
19.0 GOVERNING LAW. This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.
20.0 ARBITRATION. Any dispute, controversy, or claim arising out of or relating to this Agreement, including any determination of the scope or applicability of this Section 20.0, shall be finally settled by arbitration and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties shall share the costs of the arbitration equally; provided, however, each party shall be responsible for its own attorneys’ fees and other costs and expenses. The arbitration will be conducted in the English language, in the city of Denver, Colorado, by a single arbitrator jointly selected by the parties. If the parties are unable to agree upon an arbitrator within thirty (30) days of delivery of the notice of arbitration, they agree to use the American Arbitration Association as an appointing authority. The arbitrator shall have the power to grant legal and equitable remedies, including awarding the prevailing party its attorneys’ fees and other costs of the arbitration, but they shall not grant punitive damages. To the extent federal and state law conflict as regards this contract, state law shall apply. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The arbitrator shall issue an award in this dispute within one year of their appointment. The award shall be final and binding upon all parties as from the date rendered and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. The parties hereto acknowledge that they are irrevocably waiving the right to a trial in court, including a trial by jury and that all rights and remedies will be determined by an arbitrator and not by a judge or jury.
21.0 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
22.0 ATTORNEY’S FEES. In the event that any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
23.0 ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
24.0 REMEDY. The Member Agent’s sole remedy for a defect in the Services is to have the Company use reasonable efforts to correct the defect. the Company is not obligated to correct a defect if (i) the Service was misused, (ii) the Member Agent did not immediately report the defect to the Company, or (iii) the Member Agent breached any provision of this Agreement. Member Agent acknowledges that its breach of this Agreement will result in irreparable harm to the Company that cannot adequately be redressed by compensatory damages. Accordingly, in addition to any other legal remedies which may be available, the Company may seek and obtain an injunctive order against a breach or threatened breach of this Agreement by the Member Agent.
25.0 NOTICES. Subscriber shall send all notices to the Company by first class mail in writing in English, with return receipt requested, to Family Fun Cruises & Tours, ATTN: Terrance Mendez, 15706 E Progress Circle Centennial CO 80015. the Company shall send all notices to Subscriber’s contact information listed in the client portal. the Company may send notices by mail, email, or facsimile.
26.0 ASSIGNMENT. I MAY NOT ASSIGN THIS AGREEMENT. THIS AGREEMENT DOES NOT CONSTITUTE THE SALE OF A FRANCHISE OR DISTRIBUTORSHIP. THE MEMBER AGENT SIGNATURE ON THIS AGREEMENT INDICATES ACCEPTANCE OF THIS AGREEMENT.
BY CLICKING ON “I ACCEPT”, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BUTTON IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.