Agent Agreement
This agreement contains the terms and conditions governing participation in the holiday autos car finder agent program.
1. Enrollment in the Program.
i. An agent must submit a completed application. Holiday autos may reject a Program Application for any reason. If a Program Application is rejected, the agent may not reapply to the Program for sixty (60) days.
2. Participation in the Program.
i. Following acceptance of a Program Application, holiday autos will provide the agent with approved username and password for the holiday autos travel agent web site.
ii. Holiday autos will pay the agent a commission fee based upon the amount actually collected from departed Travel Arrangements, net of any offsets for credit card fraud, bad debt or credit due because of cancellations or returns. Such Commission Fees shall be paid to the agent on a monthly basis, at a minimum rate of $100.00 per payment.
iii. Holiday autos will use reasonable efforts to provide online reports to the agency each month showing the number of departed bookings and the Commission Fees, if any, owed to Agent.
iv. The Agent acknowledges that holiday autos may refuse to provide service to a customer services for any reason.
3. Representations and Warranties.
The Agent represents and warrants:
i. that it will not make any representation or warranty on behalf of holiday autos or concerning any products or services provided by holiday autos;
ii. that it will not use any customer information provided by holiday autos for any purpose other than to verify the appropriateness of Commission Fees;
iii. that it will not market or promote the Program outside the geographic area for which the Agent has been approved; and
iv. that all statements contained in its Program Application are true.
4. Term of the Agreement.
i. Unless otherwise terminated as set forth herein, this Agreement will terminate three (3) years from the date of acceptance of the Program Application. The Agreement will automatically renew thereafter on a year-to-year basis unless terminated by either party at least one month before expiration of the term.
ii. Holiday autos may terminate this Agreement immediately, effective upon email notice of termination, in the event that Agent breaches any representation or warranty as set forth above.
iii. Either party may terminate this Agreement in the event of a breach, which breach is not cured within fifteen (15) days of notice to the other party.
5. Indemnification.
The Agent agrees that it will at all times defend, indemnify and hold harmless holiday autos and any of its subsidiaries, affiliates or parent companies and their employees, owners, directors, managers, accountants, attorneys, agents, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) arising out of or related to (i) the operational activities of the agent or agency, maintenance and content of any Agency web site; (ii) any products, materials or services provided or made available by the Agent other than holiday autos Products; (iii) any breach of any term, condition of this Agreement by the Agent; (iv) any breach of the Agent's representations and warranties herein; and/or (v) Agent's willful misconduct and/or negligence. Both parties shall give the other party prompt written notice of any claim, action or demand for which indemnity is, or may be, claimed. Holiday autos shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which it is named as a party. The Agency shall have the right to participate in any defense of such claim with counsel of its choice at its own expense. The Agent shall not, without the prior written consent of holiday autos, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim.
6. Modification.
Holiday autos may modify any of the terms and conditions in this Agreement, at any time, by providing the Agent with an email notice noting any such modifications. Modifications may include, but are not necessarily limited to, changes in the scope of available Commission Fees, Commission Fee schedules, payment procedures and Program rules. If any proposed modification is unacceptable to the Agent, the Agent may terminate this Agreement. The Agent’s continued participation in the Program following its receipt of email notice from holiday autos constitutes the Agent's binding acceptance of any such change.
7. Miscellaneous.
i. The parties to this Agreement are independent contractors. Nothing in this agreement is to be construed to create a partnership, joint venture or employment or agency relationship between holiday autos and the Agent or Agency. Neither party has any authority to obligate or bind the other in any respect.
ii. No waiver of a breach or default shall be construed as a waiver of any other breach or default of the same or any other provision. No delay in exercising any rights, powers or privileges under this Agreement shall operate as a waiver of any rights, powers or privileges.
iii. Affiliate cannot assign this Agreement or its respective rights and duties under this Agreement without holiday autos’ prior written consent. Holiday autos may assign this Agreement and/or its rights and duties under this Agreement by providing the Agent notice of such assignment.
iv. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns, as permitted herein.
v. Each provision of this Agreement is separate and distinct from every other provision of this Agreement.
vi. All notices to holiday autos must be given via email to agencysales@holidayautos.com and, if to the Agent, via email to the email address set forth in the Program Application. The Agent is responsible for maintaining this email address or providing notice to holiday autos of any change to such email address.
vii. This Agreement and the information submitted by the Agent as part of the Program Application contains the entire understanding of holiday autos and Affiliate. This Agreement supersedes any previous discussions and agreements (whether oral or written) between holiday autos and the Agent.
viii. Governing Law. This Agreement and its performance shall be governed by the laws of the State of Texas, United States of America, without regard to its conflict of laws provisions, and by applicable federal laws of the United States. Agency consents and submits to the exclusive jurisdiction of the state and federal courts located in Tarrant Country, Texas, for the litigation and resolution of all questions and controversies arising out of Agency’s access and use of the Services and this Agreement. To the extent allowed by applicable law, any claim or cause of action arising from or relating to Agency’s access or use of the Services must be filed with the court having proper jurisdiction over such claim or cause of action within two (2) years after the date on which such claim or action arose or accrued
ALL PRODUCTS OR SERVICES TO BE PROVIDED BY HOLIDAY AUTOS TO THE AGENT, AGENCY OR TO THE CUSTOMER OR OTHER USER ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND EXPRESS OR IMPLIED. HOLIDAY AUTOS CANNOT AND DOES NOT GUARANTEE THAT THE HOLIDAY AUTOS SITE OR THE ONLINE BOOKING SYSTEM WILL BE AVAILABLE AT ALL TIMES OR OPERATE ERROR-FREE. HOLIDAY AUTOS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL HOLIDAY AUTOS BE LIABLE TO THE AGENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES HOLIDAY AUTOS’ MAXIMUM LIABILITY TO AGENT SHALL BE THE AMOUNT OF ANY DUE BUT UNPAID COMMISSION FEE