AGREEMENT, made this day and set forth below by and between ANYWHERE
INC./ d/b/a/ CRUISE BROTHERS, ("Cruise Brothers") of Warwick, Rhode
Island, and ,
("Associate Agent") of .
This Host Agency Agreement ("Agreement") is made as of
3rd April 2025
("Effective Date")
BETWEEN: ANYWHERE, INC. d/b/a CRUISE BROTHERS, a Rhode Island
corporation with offices at 820 Bald Hill Road, Warwick, Rhode Island
02886 (“Cruise Brothers”)
AND:
Vince Bravdica, with
offices in Arizona
(“Affiliate Agent” or “Agent”)
each a “Party” and, together, the “Parties.”
INTRODUCTION
Cruise Brothers provides host agency resources to independently owned
and operated travel agents, including market access, preferred rates,
payment processing, technology, and other industry support, in
exchange for a share of Commissions paid by Suppliers. Agent is an
independent contractor who wishes to serve Customers under Cruise
Brothers in exchange for a share of Commissions. The Parties wish to
work together to expand their respective businesses.
Accordingly, the Parties agree as set out below.
DEFINITIONS
Commissions
-
“Commissions” means commissions paid
to either Party by Suppliers in exchange for Bookings.
-
“Total Commissions” means gross
Commissions, less discounts, gifts, and amenities.
-
“Agent Commissions” means Agent’s
share of Total Commissions in exchange for Services.
Services
-
“Booking” means the Travel Services
reservations arranged by Agent for Customers.
-
“Customer” means a traveler to whom
Agent provides Bookings and services under this Agreement.
-
“Group Space” means a minimum number
of rooms reserved by either Party via a specific Supplier on
specific equipment and dates, for a set price and time period.
-
“Services” means the services
provided by Agent to Cruise Brothers under this Agreement.
-
“Supplier” means a party who
provides Travel Services to Customers.
-
“Preferred Supplier” means a
Supplier with which Cruise Brothers has registered.
-
“Travel Services” means travel
products and services provided by Suppliers to travelers,
including without limitation air, land, or water transportation,
lodging, auto rentals, tours, excursions, entertainment, food and
drink services, and similar products and services relating to
leisure, business, or other travel.
-
“Tour Credit” means a credit that
Agent may earn in exchange for Group Space Bookings.
-
“Trip” means the composite of all
Travel Services for a single trip by any Customer, for which Agent
has made Bookings.
General
-
“Advertising” means all promotional
materials or communications through online, print, or broadcast
media including without limitation Facebook, LinkedIn, YouTube,
and other social media sites.
-
“Credentials” means all professional
accreditation, identification, reference code, or seller-of-travel
registration held by Cruise Brothers issued by any travel industry
or governmental body, which qualifies Cruise Brothers to sell
Travel Services, including without limitation credentials issued
by the International Air Transport Association (IATA/IATAN) and
Cruise Lines International Association (CLIA).
-
“Cruise Brothers Resources” means
the travel agent resources developed and offered by Cruise
Brothers, including without limitation market access, preferred
rates, payment processing, Cruise Brothers Systems, and other
industry support made available to Agent under this Agreement.
-
“Cruise Brothers Systems” means the
technology platform and all supporting resources owned and
operated by Cruise Brothers, including without limitation Cruise
Brothers Agent Tools webpage (www.cbagenttools.com) made available
to Agent under this Agreement.
-
“Effective Date” means the effective
date of this Agreement, as first written above.
-
“Intellectual Property Right” means
any trade secret, patent, trademark, trade name, copyright,
invention, and any other intellectual property right enforceable
under the laws of any jurisdiction, whether or not applied for or
granted.
-
“Software” means the software
components of Cruise Brothers Systems in object code, including
all updates, enhancements, and supporting documentation made
available to Agent under this Agreement.
-
“Team Leader” means the individual
assigned by Cruise Brothers to manage and support Agent’s
activities under this Agreement.
-
“Term” means the combination of the
initial term and any renewal term of this Agreement.
-
“Trademarks” means any trademarks,
service marks, trade names, and copyrights of Cruise Brothers,
including without limitation the “Cruise Brothers” name, brand,
and logo, whether or not registered, applied for, or granted, as
existing from time to time.
1. SCOPE OF AGREEMENT
This Agreement sets out the rights and obligations of the Parties
regarding Agent’s Services to Cruise Brothers.
Agent will provide Services and otherwise perform under this
Agreement as an independent business, separate from Cruise
Brothers.
2. SERVICES
Agent will provide Services using the market access, preferred
rates, payment processing, technology, and other industry support
provided by Cruise Brothers.
Agent will promote and sell Travel Services to the public, to the
extent it elects to do so in its sole discretion.
Agent will not engage in any acts that may reflect negatively or
unfavorably on Cruise Brothers
Agent is and will remain professionally knowledgeable about the
numerous and varied products offered in the travel industry, as
well as maintain a record free of reasonable complaints from
Customers and Suppliers.
Services will be free of any fiduciary, professional, or personal
conflict of interest and will not violate any legal obligation
Agent has to any third party.
Agent will provide Services in a timely and diligent manner in
accordance with Agency’s policies and all applicable laws and
regulations, including without limitation privacy laws relating to
the collection, use, transmission, and storage of personal or
technical data.
This Agreement creates no exclusivity between the Parties.
Agent may, subject to this Agreement:
-
provide Bookings through any host agency;
-
engage with any Preferred Supplier; or
-
compete with Cruise Brothers.
Agent will not register or otherwise engage with any non-Preferred
Supplier without the prior written consent of Cruise Brothers.
Agent will manage all activities under this Agreement directly
through its Team Leader.
Cruise Brothers does not intend any obligation imposed on Agent in
this Agreement as a prescription or mandatory marketing plan for
Agent. Agent’s obligations relative to specific procedures do not
extend beyond the text of this Agreement.
3. INDEPENDENT CONTRACTOR
Agent is an independent contractor, not an employee, of Cruise
Brothers.
Agent will not participate in any benefits, insurance, workers’
compensation, retirement, vacation, or any similar plans made
available to employees of Cruise Brothers.
Agent represents and warrants that it:
-
is established as a business entity separate from Cruise
Brothers;
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is an experienced provider of travel-related services;
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holds itself out to the public as available to provide
services the same as or substantially similar to Services; and
-
is ready, willing, and able to provide such services to
parties other than Customers.
-
be free of Cruise Brothers’ control and direction, except for
general supervision in an advisory capacity;
-
have exclusive control over the manner, method, and means of
performing Services, including its hours of work, breaks, time
off, absences, order, sequence, and choice of place and time
regarding its operations; and
-
provide at its own expense workspace, equipment, business
forms, office supplies, and other materials it deems necessary
to perform Services.
For purposes of clarity, any reference to Agent’s name in written
materials subject to this Agreement will conspicuously include the
following: “An Affiliate Agent of Cruise Brothers.”
Agent will not represent or imply that the term “affiliate” means
it owns, is owned by, or is under common ownership with Cruise
Brothers.
Cruise Brothers will not provide, and has no obligation to
provide, any training, instructions, or directions to Agent
regarding the performance of Services.
Agent is not required to attend meetings or seminars held by
Cruise Brothers.
Agent may, in its sole discretion, seek to improve its knowledge
and skills in the travel industry by participating in professional
development services offered by organizations, persons, or
entities in the travel-related services industry, including those
offered by Cruise Brothers.
Agent has no obligation to meet minimums or quotas under this
Agreement. Cruise Brothers does not guarantee Agent any minimum
compensation in exchange for Services. Agent assumes all risk of
loss if its income or profits do not exceed its operating
expenses.
Cruise Brothers reserves the right, in its sole discretion at any
time, to conduct background reviews of Agent, its owners,
directors, officers, employees, and contractors.
4. COSTS & EXPENSES
Each Party is responsible for its own business operating costs.
Agent will budget and pay for all operating expenses and
day-to-day overhead, including without limitation employment,
rent, utilities, marketing and promotional plans, business cards,
toll-free numbers, Internet access, professional development, use
of Cruise Brothers Resources and other travel industry resources,
systems, or technology that Agent may select in its sole
discretion.
No Party will seek payment or reimbursement for any such costs
from the other Party, except as expressly set out in this
Agreement.
Agent will not incur any costs on behalf of Cruise Brothers and
will be fully responsible for all costs and claims against Cruise
Brothers relating to Agent’s business, including without
limitation non-sufficient funds checks, credit or debit card
charges, debit memos, claims, Booking errors, and legal actions,
judgments, and assessments (collectively, “Agent Costs”).
Agent will immediately reimburse Cruise Brothers for any Agent
Costs if paid by Cruise Brothers and will indemnify and hold
harmless Cruise Brothers and its owners, directors, employees,
contractors, agents, customers, suppliers, affiliates, and
partners for Agent Costs.
This section will survive termination of this Agreement.
5. LICENSING, INSURANCE, REGISTRATION
This Agreement does not grant Agent the right to operate a travel
agency.
Agent is solely responsible for securing and paying for all
licensing, registration, business, and professional qualifications
in accordance with the laws of each jurisdiction in which it
operates (collectively, “Licenses”).
Agent is solely responsible for its own business liability, errors
and omissions, and other forms of insurance. Cruise Brothers does
not provide, and has no obligation to provide, any insurance
coverage to Agent.
Upon the written request of Cruise Brothers, Agent will deliver
copies of Licenses to Cruise Brothers.
Cruise Brothers encourages Agent to maintain its own general and
professional liability insurance. If Agent obtains and maintains
such insurance coverage, it will promptly: (1) disclose the
existence of such coverage to Cruise Brothers; (2) add Cruise
Brothers as an “additional insured” under such insurance policies;
and (3) confirm the above by providing Cruise Brothers a
certificate of insurance along with an “additional insured
endorsement” or a copy of the insurance policy.
Agent agrees that: (1) any insurance carried by Cruise Brothers
may not include insurance coverage to Agent; and (2) Cruise
Brothers is not required to provide insurance covering Agent.
6. FEES
Agent will pay Cruise Brothers “CruiseFree.com” fees (“Fees”), as
set out below:
-
Agent will pay Cruise Brothers a one-time membership
initiation fee of $0.00 within 10 days of Agent’s signature of
this Agreement; and
-
An annual renewal fee of $0.00, within 10 days following each
automatic renewal of this Agreement.
7. COMMISSIONS
Cruise Brothers will pay Agent
fifty percent (50%)
of Total
Commissions collected by Cruise Brothers from any Supplier for
Bookings sourced by Agent.
Agent Commissions are calculated on the net amount remaining after
deductions for discounts and amenities.
For example (assuming 50% commission):
-
if gross Commissions for a Booking are $300 without discounts,
the Parties would share such Commissions as follows: $150 for
Agent and $150 for Cruise Brothers;
-
if gross Commissions for a Booking are $300 and Agent
authorizes a $50 discount, Total Commissions would equal $250,
which the Parties would share as follows: $125 for Agent and
$125 for Cruise Brothers.
Agent Commissions become payable after:
-
the departure date for the Trip corresponding to such
Commissions; and
-
Cruise Brothers collects all Commissions corresponding to
Bookings for that Trip.
All payments under this Agreement will be scheduled in accordance
with Cruise Brothers’ employee pay disbursement schedules.
If Agent is based outside the U.S., Cruise Brothers will make
payments via PayPal.
Agent will pay Cruise Brothers the latter’s share of Commissions,
fees, and other compensation, if paid to Agent and not to Cruise
Brothers, immediately upon receipt.
Payments above will apply to any amounts directly or indirectly
resulting from any sale to or transaction with a Customer, in
which Agent used any: (1) Trademarks; (2) Cruise Brothers
Credentials; (3) Cruise Brothers Resources; or (4) the goodwill
and reputation of Cruise Brothers.
Notwithstanding any other part of this Agreement, payment by
Cruise Brothers of Agent Commissions is subject to the following:
-
At time of Booking, all travel arrangements are accurately
recorded by Agent on a standard Cruise Brothers Booking Form
in effect from time to time;
-
All travel recorded on the Booking for has been paid in full
and completed;
-
Agent has signed this Agreement or an alternative host agency
agreement in good standing with Cruise Brothers; and
-
Agent has completed and delivered to Cruise Brothers an IRS
Form W-9 and any other forms required to effect this
Agreement.
Cruise Brothers may, in its sole discretion, withhold payment of
Agent Commissions to:
-
ensure Agent’s compliance with this Agreement; and
-
offset any amounts that may be owed by Agent to Cruise
Brothers, including without limitation potential or actual
claims requiring Agent indemnification of Cruise Brothers.
Cruise Brothers will pay all Agent Commissions via electronic
direct deposit or ACH. If Agent requests another form of payment
(e.g., by check), payments are subject to an additional processing
fee of $5 per transaction.
8. TAXES
Agent is solely responsible for: (1) all taxes relating to Agent’s
own income; and (2) taxes and contributions relating to payroll,
social security, unemployment, disability, workers’ compensation,
and similar state or federal programs.
Agent will file all local, state, and federal tax returns and will
make all related payments. Agent indemnifies Cruise Brothers now
and in future from all liabilities, claims, penalties, or interest
relating to any tax, labor, or employment requirements.
On an annual basis, Cruise Brothers will issue an IRS Form 1099,
which Agent will include with its annual income tax filings.
9. PAYMENT PROCESS
Cruise Brothers will, upon Agent’s request, send each Customer an
invoice for the balance due (with a copy to Agent) at least 30
days before the payment due date.
Customer payments for Bookings will be processed as follows:
-
If by Credit card, all payments will be made directly with
Customer’s credit card directly to the Supplier.
-
If by check, Agent will forward to Cruise Brothers the
corresponding Booking form, check, and invoice.
Agent will ensure all checks and money orders: (1) identify the
corresponding Customer and Booking; (2) are made payable to
“Anywhere, Inc./Cruise Brothers”; and (3) are forwarded to Cruise
Brothers at 820 Bald Hill Road, Warwick, RI 02886, USA or other
address provided herein.
Upon receipt of payment checks, Cruise Brothers will compare such
checks, invoices, and Booking forms for accuracy.
Agent will not accept payment from any Customer: (1) on behalf of
Cruise Brothers; (2) in cash; or (3) via any cash or mobile
application, including without limitation Venmo, Zelle, PayPal,
Google Pay, Apple Pay, or similar apps.
10. PAYMENT DISPUTES
Agent is solely responsible for managing and resolving all
complaints by and disputes with Customers and Suppliers
(collectively, “Disputes”).
Cruise Brothers will have no responsibility or liability regarding
any Dispute, unless it is caused directly by an act or omission of
Cruise Brothers in breach of this Agreement.
If Cruise Brothers becomes aware of a Dispute, Cruise Brothers has
the right to pursue resolution of the matter:
-
upon the written request of Agent; or
-
if Cruise Brothers determines, in its discretion, that Agent
is unwilling or unable to resolve the Dispute for more than 30
days.
Agent will reimburse Cruise Brothers for costs to resolve any such
Dispute, including without limitation: (1) the full amount paid or
repaid to any Customer or Supplier engaged in the Dispute; (2) the
full amount paid to any governmental agency or authority having
jurisdiction over the Dispute; (3) reasonable attorney’s fees and
related legal costs; and (4) a reasonable amount calculated in
good faith by Cruise Brothers for time and resources expended.
Agent grants Cruise Brothers the right to deduct all such
reimbursement amounts from prospective Agent Commissions.
Agent is solely responsible, and Cruise Brothers has no
responsibility, for any chargeback filed by any Customer,
including without limitation all costs of challenge and reversal
of such chargeback. To the extent Cruise Brothers bears such
costs, the costs will be subject to the reimbursement rights of
Cruise Brothers above or direct invoicing to Agent, at the
discretion of Cruise Brothers
Agent is solely responsible, and Cruise Brothers has no
responsibility, for any fraudulent payments for Bookings, whether
last-minute or otherwise, including without limitation all costs
of challenge and reversal of such payments. To the extent Cruise
Brothers bears such costs, the costs will be subject to the
reimbursement rights of Cruise Brothers above or direct invoicing
to Agent, at the discretion of Cruise Brothers.
11. RESERVATIONS
Agent will make all Bookings in accordance with information and
instructions of each Supplier or Cruise Brothers.
Within three business days of any Booking confirmation, Agent will
electronically report the Booking though Cruise Brothers Systems
at www.cbagenttools.com.
Agent (not Cruise Brothers) is responsible for accurate Booking
reports.
If Agent fails to report any Booking as set out above, Cruise
Brothers reserves the right to impose a $25 fee to cover
administrative costs incurred by Cruise Brothers, which Cruise
Brothers will deduct from Agent Commissions.
If Agent fails to report any Booking as set out above within one
year of the Trip start date, Agent will forego all Agent
Commissions for such Booking.
Agent may make Bookings on Cruise Brothers Group Space.
Agent may make Bookings on Agent Group Space, subject to making
prior arrangements with a Cruise Brothers Business Development
Manager to: (1) block such group space; (2) arrange for group
incentives; and (3) arrange for corresponding Suppliers to send
agreed terms and conditions to Cruise Brothers.
If Agent books sufficient Group Space, Agent may earn Tour
Credits, which Agent may apply to either a Booking for any
Customer or for Agent’s personal travel.
Agent may elect to take any Tour Credit as Agent Commissions. In
such case, the Tour Credit will be treated as gross Commissions
and shared in accordance with the terms of this Agreement.
Cruise Brothers reserves the right to move individual Bookings
that were booked outside Cruise Brothers' group into Cruise
Brothers’ Group Space.
-
earn Tour Credits for any Booking in any Group Space of Cruise
Brothers; or
-
make a Group Space Booking without first collecting a deposit
from a Customer.
Agent accepts full responsibility for accurately quoting prices to
Customers.
12. DISCOUNTS
Agent has the right to price Travel Services and to resell
corresponding tickets and documents in Agent’s sole discretion,
subject to any restrictions imposed by Suppliers or applicable
law. Agent is solely responsible for discounts, rebates, gifts,
and all similar costs of sale. Cruise Brothers will deduct such
costs from Agent Commissions.
Agent is authorized by Cruise Brothers to discount up to 25% of
Agent’s total commission on a cruise. Any discount greater than
this amount will require the prior written consent of Agent’s
Cruise Brothers Business Development Manager.
Agent will not make any Booking at Net without the prior written
consent of the Team Leader (even if the Booking is for Agent’s own
travel).
Any Booking at Net without the prior written consent of Cruise
Brothers is a material breach of this Agreement, and Cruise Brothers
will interpret such action as theft.
“Net” means the amount owed to Supplier less Total Commissions.
Cruise Brothers has the right to collect the amount over the
allotted 25% discount. If monies cannot be collected, Cruise
Brothers has the right to terminate this Agreement for cause in
accordance with its termination provisions.
13. DOCUMENTATION & LUGGAGE TAGS
When applicable, Trip documents and luggage tags will be sent from
Suppliers to Cruise Brothers.
Cruise Brothers will check Trip documents for accuracy and then
forward them directly to Customers at the address shown on the
corresponding Booking form.
Agent will inform Customers that Trip documents will be delivered
not earlier than 7-10 days prior to Trip start date.
14. ADVERTISING
All Agent advertising content referencing Cruise Brothers made
available through any online, print, or broadcast medium is
subject to the prior written consent of Cruise Brothers.
Agent will not advertise referencing Cruise Brothers and specific
rates for any Travel Services, including without limitation
specific cruise lines or ships, without the prior written consent
of Cruise Brothers and the Supplier.
15. REDUCED RATE TRAVEL
Agent may be entitled to reduced rate travel through:
-
International Airlines Travel Agent Network (“IATAN”) if Agent
qualifies and is permitted to do so by the International Air
Transport Association (“IATA”) and Cruise Brothers.
-
Cruise Lines International Association (“CLIA”) if Agent
qualifies by earning $2500 in total Agent Commissions in a
calendar year and is permitted to do so by CLIA and Cruise
Brothers.
All reduced rate travel is subject to Supplier discretion,
policies, and availability, none of which is controlled by Cruise
Brothers.
16. TERM & TERMINATION
This Agreement becomes effective upon Agent’s acceptance, as of
the Effective Date, for an initial term of one year.
Thereafter, the Agreement will be renewed automatically for
successive terms, each of one year, unless terminated as set out
below.
The combination of the initial term and any renewal term will be
the “Term” of this Agreement.
Notwithstanding the above, either Party may terminate this
Agreement:
-
for convenience, by providing the other Party written notice
of at least 30 days; or
-
for cause, if the other Party commits a material breach of
this Agreement and does not remedy such breach within 10 days
of written notice; or
-
for cause, if the other Party becomes insolvent, terminates
business operations, enters into any type of bankruptcy or
similar proceedings, or makes an assignment for the benefit of
creditors.
Upon termination of this Agreement:
-
each Party’s rights and obligations will cease immediately,
but termination will not affect: (1) either Party’s rights and
obligations accrued but unsatisfied at termination; (2) any
section of this Agreement expressed to survive its
termination; or (3) the post-termination rights and
obligations set out below.
-
Cruise Brothers will not credit Agent for any Fees paid.
-
Agent will promptly deliver to Cruise Brothers or certify in
writing the permanent destruction of all files, notes,
memoranda, documents, and all other materials, whether in
paper or electronic form, relating to this Agreement,
including without limitation information subject to
confidentiality obligations.
-
Cruise Brothers will not transfer any Booking for which any
payment or deposit has been received from a Customer.
-
If applicable, Agent will pay to Cruise Brothers its share of
Total Commissions accrued prior to termination, regardless of
whether full payment has been made as of the date of such
termination.
-
Agent will confirm in writing that: (1) Cruise Brothers,
Customers, and Suppliers are not subject to any damages or
costs arising from any act or omission of Agent; and (2) all
amounts owed by Agent to Cruise Brothers have been paid, prior
to any transfer or release to Agent of any Bookings as set out
above.
-
Agent will transfer to Cruise Brothers all Bookings, with no
Agent Commissions or payments due to Agent for such Bookings,
unless Cruise Brothers agrees in writing prior to termination.
Agent waives all claims for payments from Cruise Brothers,
including without limitation Agent Commissions, if Agent does not
submit such claim in writing within 30 days following any
termination of this Agreement. If state law requires a longer
grace period, such law will control.
Termination upon Disability.
-
If, in the reasonable discretion of Cruise Brothers, Agent
becomes physically or mentally incapacitated and is unable to
perform all or substantially all Services under this Agreement
for an aggregate of 60 days in any 12-month period, Cruise
Brothers may, upon giving Agent at least 10 days of prior
written notice any time after such 60 days have aggregated,
notify Agent of its intention to terminate this Agreement as
of the date set out in such notice.
-
Upon such termination: (1) all pending Bookings will be
automatically transferred to Cruise Brothers for ongoing
management and execution; and (2) all post-termination
Commissions will accrue solely to Cruise Brothers.
-
In the case of such termination, Cruise Brothers will pay
Agent all outstanding Agent Commissions and other amounts owed
under this Agreement through the date of termination.
-
Following such payments, Cruise Brothers will have no further
obligation or liability under this Agreement, and no other
compensation will be payable to Agent or any other party on
Agent’s behalf.
-
In the event of Agent's death, this Agreement will terminate
immediately.
-
Upon such termination: (1) all pending Bookings will be
automatically transferred to Cruise Brothers for ongoing
management and execution; and (2) all post-termination
Commissions will accrue solely to Cruise Brothers.
-
In the case of such termination, Cruise Brothers will pay to
Agent’s spouse, legal beneficiary, or estate all outstanding
Agent Commissions and any other amounts owed under this
Agreement through the date of termination.
-
Following such payments, Cruise Brothers will have no further
obligation or liability under this Agreement, and no other
compensation will be payable to Agent or any other party on
Agent’s behalf.
This section will survive termination of this Agreement.
17. REPRESENTATIONS & WARRANTIES
Cruise Brothers represents and warrants that:
-
it has the right, power, and authority to enter into this
Agreement, to perform its obligations, and to grant Agent the
rights set out in this Agreement; and
-
it will use reasonable endeavours in accordance with standard
industry practice to ensure the Software does not contain any
Virus.
“Virus” means any trap door, back door, Trojan horse, time bomb,
Easter egg, worm, cancelbot, or other virus or computer
programming routine that is intended to detrimentally interfere
with, damage, expropriate, or surreptitiously intercept any
system, data, or personal information and that is reasonably
capable of detection using commercially available virus detection
software.
Agent represents and warrants that:
-
it has the full right and authority to enter into this
Agreement, which will not conflict with any obligation Agent
may have to any third party;
-
it is experienced and competent to provide the Services
described in this Agreement consistent with industry
standards, codes of conduct, and best practices, as well as
the policies of Cruise Brothers made available from time to
time;
-
all information provided under this Agreement relating to its
experience and competence in the travel industry is accurate
and free from any material omissions provided by Agent to
Cruise Brothers; and
-
it is solvent and does not anticipate financial hardship as of
the Effective Date.
18. TRADEMARKS
Cruise Brothers grants to Agent a limited, non-exclusive,
non-transferable right to use Trademarks in the execution of this
Agreement. Agent will have no other rights of any kind regarding
Trademarks.
Agent use of Trademarks in Advertising or any other use will be
subject to the prior written approval of Cruise Brothers. Cruise
Brothers reserves the right to revoke or modify such approval at
any time for any reason.
Agent will immediately comply with any written notice or
instruction by Cruise Brothers regarding Trademarks.
19. SOFTWARE
During the Term, Cruise Brothers grants Agent and its employees,
agents, and representatives a limited, non-exclusive,
non-transferable, non-assignable, non-sublicensable license to use
Software for the limited purposes of effecting this Agreement, as
set out below:
-
Agent may access and use Software for a single user and login
credentials; and
-
Cruise Brothers may grant additional single-user licenses on a
case-by-case basis.
Agent will not allow any third party to use Software. Agent will
have full responsibility for all use of Software by Agent, its
employees, contractors, agents, and representatives.
Software is licensed as an integrated product and Agent may not
separate its component parts.
Agent will not reverse engineer, decompile, or disassemble any
part or version of the Software.
Agent accepts Cruise Brothers Software on an “as-is” basis. Cruise
Brothers makes no warranty regarding Software except as expressly
set out in this Agreement.
Cruise Brothers may suspend Agent’s access to or use of Software
at any time for any reason, with or without termination of this
Agreement.
20. CONFIDENTIALITY
The Parties may exchange confidential and proprietary information
(“Confidential Information”) between and among themselves and any
affiliate controlling, controlled by, or under common control with
a Party (“Affiliate”) relating to potential business transactions
(“Purpose”).
Confidential Information and all versions of it will remain the
property of the disclosing Party or its Affiliate.
The recipient of Confidential Information will:
-
use Confidential Information only in connection with the
Purpose;
-
not disclose Confidential Information to any third party other
than the receiving Party’s owners, directors, officers,
employees, contractors, advisors, and Affiliates having a need
to know it;
-
ensure each person having access to the Confidential
Information is aware of the nondisclosure obligations under
this Agreement and is subject to nondisclosure obligations the
same as or substantially similar to those in this Agreement;
and
-
keep Confidential Information confidential with the same level
of care used to protect its own most confidential information,
but not less than a reasonable level of care.
The following matters are part of the Confidential Information:
-
Confidential Information exchanged between the Parties prior
to the Effective Date;
-
the fact that the Parties or Affiliates have engaged in
discussions with each other or any third party; and
-
any oral or visual information exchanged between the Parties
or Affiliates regarding the Confidential Information or
relating to its subject matter.
No restrictions apply to information that:
-
was known to the receiving Party prior to engagement with the
other Party;
-
is developed independently by the receiving Party without
breach of a nondisclosure obligation;
-
is received from a third party without breach of a
nondisclosure obligation;
-
becomes public knowledge without breach of a nondisclosure
obligation; or
-
is disclosed by order of court or other authority having
jurisdiction, provided that the receiving Party: (1) discloses
only Confidential Information required by the order; and (2)
gives the disclosing Party prompt written notice of each
disclosure to allow its pursuit of protective orders.
No Party will disclose, without the third party’s prior written
consent, any third party’s confidential information, proprietary
information, or trade secrets that are subject to nondisclosure
obligations.
No Party makes any representation or warranty regarding
Confidential Information. No Party will be liable to the receiving
Party or any third party for any error or omission in Confidential
Information or any loss or damage relating to Confidential
Information.
No Party will rely on any representation or expectation that the
Parties or their Affiliates will engage in any transaction or
relationship as a result of discussions under this Agreement.
Upon termination of this Agreement:
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each Party’s obligations under this section will survive for 3
years; and
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the receiving Party will (and will cause its Affiliates to)
promptly return, or provide written certification it has
destroyed, all paper and electronic versions of the
Confidential Information of the disclosing Party and its
Affiliates.
Obligations under this Agreement regarding any trade secret will
remain fully in force as long as that information constitutes a
trade secret under the law.
This section will survive termination and be binding on each
Party’s heirs, successors, and assigns.
21. NON-SOLICITATION
During the Term and for one year following termination of this
Agreement, Agent will not, without the prior written consent of
Cruise Brothers, directly or indirectly:
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take away or solicit for purposes of taking away any employee
or contractor of Cruise Brothers; or
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induce any Customer, prospect, agent, supplier, or partner of
Cruise Brothers to reduce or discontinue engagement with
Cruise Brothers.
Public job postings and requests for proposals will not be a
breach of this section.
This section will survive termination of this Agreement.
22. LIABILITY
Agent will have full responsibility and liability for the acts and
omissions of its employees, contractors, agents, partners,
representatives, or assignees (collectively, “Agent Reps”), and
will cause all such parties to comply with this Agreement. Any
breach of this Agreement by any Agent Rep will be the same as if
Agent committed the breach.
Neither Party will be liable to the other for any indirect,
incidental, consequential, special, exemplary, or punitive damages
If Agent is a legal entity, any individual signing this Agreement
on behalf of Agent consents to joint and several liability with
Agent for all debts and liabilities of Agent under this Agreement.
The total aggregate liability of Cruise Brothers to Agent will not
exceed Agent Commissions payable in the 12 months immediately
preceding each cause of action for damages. This clause does not
apply to: (1) breach of confidentiality obligations; (2) actions
or claims arising from gross negligence or willful misconduct; or
(3) claims entirely covered by insurance.
Agent will indemnify and hold harmless Cruise Brothers and its
Affiliates from any claim and costs incurred in defense of such
claim, including without limitation reasonable attorney’s fees,
which may arise as a result of any Agent act, omission, or breach
of this Agreement.
This section will survive termination of this Agreement.
23. GENERAL
Amendments. This Agreement may be amended only in writing and
signed by each Party.
Assignment. Agent will not assign any right or obligation under
this Agreement without the prior written consent of Cruise
Brothers, which will not be unreasonably withheld or delayed.
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 a part of this Agreement is found unenforceable,
that part will be enforced to the fullest extent 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 such failure
or delay arises from a force majeure or any cause beyond the
reasonable and foreseeable control of either Party.
Publicity. Neither Party will use or display in public the other
Party’s name, logo, or marketing materials without such other
Party’s prior written consent.
Relationship. This Agreement does not create a partnership, joint
venture, franchise, or employment relationship between the
Parties. No Party has the authority to bind the other or to incur
any obligation on the other Party’s behalf.
Headings. The Parties intend that headings in this Agreement are
included for convenience, are not a part of this Agreement, and
will not be used to interpret this Agreement.
Text. The Parties intend that: (1) no text in this Agreement will
be construed against the interests of either Party as author; and
(2) all text in this Agreement is conspicuous.
Consent. Acceptance of this Agreement may be confirmed in writing,
digitally, or electronically, including without limitation
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.
Governing Law. This Agreement is governed exclusively by the laws
of the State of Rhode Island, without regard to conflict-of-law
provisions.
Equitable Relief: Either Party may seek injunctive or other
equitable relief to remedy any actual or threatened breach of this
Agreement.
Courts. For any dispute arising from this Agreement, either Party
may file a cause of action exclusively in a state court in Kent
County, Rhode Island, or the U.S. District Court for Rhode Island.
Agent will not assert a defense based on forum non conveniens or
improper jurisdiction or venue. Agent will accept service of
process at Agent’s address provided for notice under this
Agreement. Agent waives any right to a jury trial. The prevailing
Party will be entitled to recover its reasonable attorneys’ fees
and costs of any proceeding and appeal, in addition to any other
applicable relief.
Further Assurances. Each Party will perform any additional acts to
effect this Agreement. The Parties will address together in good
faith any unforeseen issues that arise under this Agreement with a
view to mitigating any material adverse impact on either Party.
Entire Agreement. This Agreement is the entire agreement between
the Parties and supersedes all prior agreements regarding its
subject matter, whether written or oral, express or implied
24. Texting
Agent agrees to receive Cruising Free/Cruise Brothers texts relating to the host agent program.
Frequency may vary, and message and data rates may apply. Agent may reply STOP to opt-out.
An authorized party of Affiliate Agent has read and accepts this
Agreement, as of the Effective Date.
