12-02-21 COVID TRAVEL AGENT AFFILIATE AGREEMENT

Page 1 of 17 Initial: Date: (ON – 12/02/2021)

COVID TRAVEL AGENT AFFILIATE AGREEMENT

Between:

TravelOnly Inc 202 – 325A West Street, Brantford, ON N3R 3V6

Telephone: (519) 752-4363 Toll Free: 1-800-608-1117

and Prospective Agent:

Please Print Clearly

Name: Address: City Province Postal Code TravelOnly Phone: (Must be a dedicated line) Home Phone: Mobile Phone: E-mail: Date of Birth: S.I.N.: Referred By:

Sales Director: Ian Wilson


AGENT AGREEMENT THIS AGREEMENT (the “Agreement”), entered into effective _______________ day of _____________________________, 20______, by and between: TravelOnly and _________________________________________________ (the “Agent”) This Agreement contains the following Sections:

1) Definitions 2) TravelOnly Introduction 3) The TravelOnly Agent Program 4) Agent Standards 5) Termination 6) Post Termination Obligations 7) Dispute Resolution 8) The Fine Print Addendum A - Agent Tools Addendum B - Agent Earnings Addendum C - Agent Costs

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:


SECTION ONE – DEFINITIONS Wherever used in the Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them below: TICO – Travel Industry Council of Ontario. Booking(s) – A booking is a reservation made on behalf of a client through an Official Travel Supplier. A booking is considered to be complete when the sale of the travel product is paid in full to the Official Travel Supplier and a final TravelOnly invoice has been generated through the ClientBase Online Invoice system in accordance with all TICO regulations. All ClientBase Online invoices must be generated within 48 hours of the initial reservation date and must include the expected commission applicable to said reservation. Commissions - Are generally a percentage of the Gross Fares, all fees and disbursements. Dollars – All Dollar ($) figures are in Canadian Dollars, unless otherwise specified. Gross Commissions - Are the fees paid by the Official Travel Suppliers to TravelOnly and fees paid by the Agent’s clients Gross Fares - Are the actual rates paid to the Official Travel Supplier for their services exclusive of taxes or service charges, which are quoted separately. Intellectual Property - Means intellectual property of whatever nature and kind including all domestic and foreign trade-marks, business names, trade names, domain names, trading styles, patents, trade secrets, software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product formulations, processes and processing methods, technology and techniques, know-how and manuals; Licensed Location – TravelOnly’s office is located at 202 – 325A West Street, Brantford, ON N3R 3V6, operated under TICO License No. 4316071 and HST/GST No. 873696496RT0001 Monthly Sales - Are the Agent’s gross travel sales for a given calendar month and are computed exclusive of taxes and service charges. Net Commissions – Are the disbursed amount to the Agent upon sale of the suppliers' products to the general public in accordance with Addendum B – Agent Earnings. Net Fares - Are the base fees paid to the Official Travel Supplier for their services exclusive of any Commissions. Net Fares are grossed up to establish a margin, which can be set at the discretion of the Agent and TravelOnly.


Official Travel Supplier - Any travel service provider offering travel products for resale by an agency and its agents or, offering said services to the public but paying commissions to the retail travel industry agencies for also selling its products and services, or any licensed travel agency in any jurisdiction as designated in writing by TravelOnly. Personal Consumer Website – TRAVELONLY will provide a website (the “Hosted Site”) consistent with TRAVELONLY’s standard website templates that allows consumers to access and book the TRAVELONLY Travel Products through the Hosted Site. The Hosted Site will be customizable with branding and navigational elements reasonably requested by Agent within TRAVELONLY’s standard website templates. TRAVELONLY will establish a unique URL for the Hosted Site that will enable TRAVELONLY to track travel bookings through the Hosted Site. Proprietary Marks - The trademarks, designs, trade names, logos and other commercial symbols designated or owned by TravelOnly. Renewal - The initial term of this Agreement being one (1) year from Agent’s date of the signing of this Agreement, the contract will renew annually upon payment of the then current renewal fee. Term - The term of this Agreement shall be for one (1) year from the date of execution by both parties. Tools - Are the materials and services provided to the Agent described in Section Five, including the technical, written and oral support services supplied by TravelOnly and the Official Travel Suppliers to enable the Agent to offer quality service to their clients. The Tools are constantly being re-evaluated and are subject to change or modification as market conditions dictate. Travel Legislation – Shall mean the Travel Industry Act, 2002 and Regulations (Ontario), as amended, the regulations and rules made there under and all administrative policy statements, notices and guidelines issued by TICO. Travel Services - Shall mean all of the travel products offered to the general public by the Official Travel Suppliers and shall include, but not be limited to, airline tickets, tour packages, insurance services, hotel reservations, car rental agreements, rail, insurance and cruise packages. Please Note: In this Agreement, the singular shall include the plural and vice versa.


SECTION TWO – TRAVELONLY INTRODUCTION TravelOnly as the result of time, effort and money; has acquired certain experience, skills, techniques, industry relationships and knowledge with respect to the development and operation of a marketing program in the retail travel industry. TravelOnly is the sole exclusive owner of all Intellectual Property used in connection with its business and the Proprietary Marks, including the right, title and interest and goodwill connected in and to the proprietary mark "TravelOnly". TravelOnly shall have the sole right and authority to choose and/or change the Official Travel Suppliers upon giving written notice thereof to the Agent and the Agent shall immediately transfer all of its business and dealings to said Official Travel Suppliers. TravelOnly shall have the complete right and authority to change, amend or terminate any term or condition in this Agreement, such changes or amendments to be deemed to have been accepted and to have become effective upon the Agent’s next Renewal.


SECTION THREE – AGENT PROGRAM The business of TravelOnly is to build a worldwide network of travel service providers and TravelOnly has established the Licensed Location to provide services for its agent agents to that end. The TravelOnly Agent Program is designed to provide the Agent with the right and license from TravelOnly to use its Intellectual Property and the Proprietary Marks, and as well to receive the Tools to allow the Agent to sell Travel Services to its clients from the Licensed Location on behalf of TravelOnly. TravelOnly will supply to the Agent an Association of Canadian Travel Agencies (ACTA) approved training course taught by qualified training industry personnel. This course will offer the Agent a working knowledge of the travel industry and will provide the Agent with the Tools to sell Travel Services. All new Agents must attend an initial travel-training course prior to assuming their role as an Agent of TravelOnly. TravelOnly will offer on-going training courses to help the Agent expand its knowledge. In addition, TravelOnly will provide access to information regarding available ‘outside’ programs for upgrading the Agent's knowledge in the travel industry. TravelOnly will provide information regarding supplier presentations and travel industry trade shows. TravelOnly will obtain for the Agent the right to use the name and trademark of the Official Travel Suppliers. All bookings, ticket services, customer payments and payment of Commissions will be made between the Official Travel Suppliers and TravelOnly through the Licensed Location as described in this Agreement. The Agent will not accept any payments directly from their clients into the Agent's personal or business account. The Agent will not accept any payments directly from the Official Travel Suppliers into the Agent's personal or business account. The Agent will not solicit or negotiate additional overrides and marketing directly with any supplier.


SECTION FOUR – AGENT STANDARDS The Agent acknowledges that it has conducted an independent investigation of TravelOnly, and the business arrangement contemplated by this Agreement, recognizes that it involves financial risk and confirms that the Agent is entering into this Agreement voluntarily without threat or inducement. The Agent acknowledges and agrees that TravelOnly has given it the opportunity to seek, and has recommended that the Agent obtain, independent legal, financial and tax advice with respect to the subject matter of this Agreement and further, the Agent hereby represents and warrants to TravelOnly that the Agent has sought independent advice or waives such advice. The parties agree that it is imperative and of the utmost importance that the Agent maintain the highest professional business standards when utilizing the Proprietary Marks or the name and logo of any Official Travel Supplier. TravelOnly, acting reasonably, shall have the sole right to approve, reject and/or control the standards, processes and products used by the Agent. The Agent shall cease and desist using any and all materials, supplies, equipment and/or designs, which TravelOnly has disapproved of upon giving reasonable notice of the disapproval to the Agent. The Agent understands and acknowledges that in order to develop and maintain quality sales and service staff, facilities and techniques; and to increase the demand for products and supplies; it is necessary to protect and enhance the reputation and goodwill of TravelOnly. The Agent accordingly agrees as follows:

a) The Agent has reviewed the Travel Legislation and agrees to sell Travel Services on behalf of TravelOnly in compliance with the Travel Legislation;

b) All transactions will be conducted by the Agent from the Licensed Location and will be processed by TravelOnly or an Official Travel Supplier;

c) The Agent shall not handle or receive money for Travel Services in its own name, but shall do so only as an agent and in the name of TravelOnly and/or an Official Travel Supplier;

d) The Agent shall not offer credit to clients for Travel Services. All bookings must be paid for in full by the client prior to the release of tickets or other documentation by TravelOnly or an Official Travel Supplier;

e) The Agent shall not offer any client advice that could or would adversely affect TravelOnly, other TravelOnly agents, an Official Travel Supplier, or the Agent. The Agent shall not offer any advice of a legal nature including, but not limited to, visa issuance, health documentation, diplomatic limitations, and/or any item outside the generally accepted standards of the travel industry;

f) The Agent agrees to complete the TravelOnly recommended training program. The Agent’s marketing materials and business cards will reflect its e-mail address and telephone numbers at the Licensed Location and TravelOnly Head Office and will reflect the recommended TravelOnly business card style.


g) The Agent is required to adhere to the advertising, marketing and promotional guidelines as set forth in the TravelOnly Style Guide. Consistent and proper usage of this Style Guide and the TravelOnly Logo are absolutely mandatory and TravelOnly is the licensed travel agency of record in accordance with the Travel Industry Act.

h) The Agent shall submit copies of all marketing materials to TravelOnly for

approval prior to release and no marketing may be conducted by the Agent without TravelOnly’s approval, such approval not to be unreasonably withheld;

i) The Agent authorizes and agrees to allow TravelOnly to publish the agent’s

sales figures and margin for internal use.

j) The Agent shall conduct itself in conformity with the standards, specifications, procedures, and techniques as TravelOnly may prescribe from time to time;

k) The Agent shall abide by the standards as directed by the Official Travel Suppliers, and shall act in accordance with the guidelines as provided by the Official Travel Suppliers, and shall not do any act or omission which puts into disrepute the name of the Official Travel Suppliers, TravelOnly and/or any other agent of TravelOnly;

l) Except as specifically provided for in this Agreement, the Agent agrees that it shall be solely responsible for all expenses incurred in connection with the sale of Travel Services (e.g. marketing, cell phone, computer laptop, travel etc…);

m) The Agent agrees that all bookings made through the TravelOnly Personalized

Consumer Website be fulfilled entirely by the Agent, notwithstanding the fact that such bookings are made through TravelOnly Inc. search engine, and agrees that they shall be solely responsible for any and all obligations relating to such bookings;

n) The Agent acknowledges and agrees that it has not been granted an exclusive sales territory to sell Travel Services on behalf of TravelOnly and will not represent or suggest to clients, current or potential, that such an exclusive territory exists;

o) The Agent acknowledges and agrees that under their License with TravelOnly, the Agent is covered by a 2 million-dollar Errors and Omissions Insurance and 2 million-dollar Liability Insurance. These are to be used for extraordinary circumstances which are to be discussed with Travelonly Head Office. The deductible of $2,500 is to be paid by the Agent/Referral Agent. Otherwise, the Agent/Referral Agent is responsible for any errors made on booking files.

p) The Agent will not work for or sign another license agreement with another Travel Agency that competes with TravelOnly while under the terms of this agreement.


SECTION FIVE – TERMINATION The Agent may terminate this Agreement at any time for any reason without any refund of any fees paid to TravelOnly. Termination by the Agent shall be effected by sending written notice by registered mail to the registered office of TravelOnly, and shall be deemed in full force and effect upon the posting of the notice. TravelOnly may terminate this Agreement only upon an event of default (a “Default”). A Default arises if the Agent:

a) fails to observe, perform or carry out any of its obligations under this Agreement and such failure continues for 15 days after TravelOnly gives a written notice of such default to the Agent, which notice shall set out particulars of the Default and demand that the Default be cured;

b) at any time completes with TravelOnly's business in any way including, but not

limited to, working with or receiving payment from another travel agency or its representatives.

c) fails, for a period of 15 days after notification by TravelOnly of non-compliance, to comply with the Travel Legislation or any other federal, provincial or local law or regulation applicable to the sale of Travel Services;

d) in the opinion of TravelOnly acting reasonably, engages in conduct which reflects materially and unfavourably upon the operation of TravelOnly’s business;

e) fails to pay its Renewal Fee at the time of Renewal;

f) fails to meet any of its financial obligations to any Official Travel Supplier, any client or TravelOnly.

g) denigrates or improperly transfers or uses the Proprietary Marks or the Intellectual Property of TravelOnly or any Official Travel Supplier.

h) fails to inform TravelOnly of any prior or pending TICO, CPBC or OPC

convictions or criminal offenses will result in immediate termination…not giving the agent 15 days notice.

i) any default in the (existing) agent program payment can result in an immediate termination. Upon termination all payments are due to TravelOnly.

j) if the agent chooses to terminate the agreement prior to the term of the agreement TravelOnly will assess a fee of $500 to cover administrative damages.

k) if the agent chooses to terminate the agreement, all additional monies due to TravelOnly become due immediately upon termination.


SECTION SIX – POST-TERMINATION OBLIGATIONS The Agent shall, upon the expiration or termination of this Agreement for any reason, comply with the following requirements:

a) The Agent shall immediately cease to act as agent for TravelOnly, and shall not directly or indirectly represent to the public that they operate in association with TravelOnly or the Official Travel Suppliers;

b) The Agent shall cease and desist in using the Proprietary Marks or the Intellectual Property of either TravelOnly or the Official Travel Supplier;

c) The Agent shall return to TravelOnly all training materials, software, brochures and materials supplied to it by TravelOnly;

d) The Agent shall immediately pay any and all money owed to TravelOnly, Official Travel Suppliers or clients and account for all sales figures and Commissions due and owing. An annual interest rate of 12% will be accessed for any late payment;

e) The Agent expressly agrees that TravelOnly may, in addition to any other remedies available to it, proceed with an injunction to enforce this Agreement or to prevent a default under this Agreement. The Agent shall pay all legal costs incurred by TravelOnly, in the event a court or arbitrator finds the Agent at fault; and

f) The Agent expressly agrees that upon the termination of this Agreement the Agent will never attempt to build their or anyone else's business, by and including, but not limited to, soliciting Agents (Associates or Affiliates), staff or contractors; trademarks, systems, training materials, wholesale products, other business processes or Intellectual property of TravelOnly.


SECTION SEVEN – DISPUTE RESOLUTION This Agreement shall be binding upon the undersigned, its successors, and administrators and assigns, and shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada. This Agreement shall be subject to the Arbitration Act R.S.O. 1990 (Ontario), and at the option of TravelOnly may be decided by an independent arbitrator agreed to by both parties or under the rules for Alternate Dispute Resolution (A.D.R.) in effect for Ontario and whose decision shall be binding upon the parties.


SECTION EIGHT – THE FINE PRINT This Agreement shall and does contain all of the warranties, conditions, representations and terms in effect between the parties herein. The Agent acknowledges that there are no collateral warranties or representations in effect and it has no knowledge of any representations about this Agreement by TravelOnly or its officers, directors, shareholders, agents, or employees that are contrary to the terms of this Agreement; The parties acknowledge that different terms and conditions including different obligations and fee structures may pertain to different locations, and that TravelOnly does not represent that all Agent Agreements will be identical. TravelOnly will be able to change from time-to-time the terms of this agreement with reasonable notice. The parties agree that this Agreement shall be for a term of one (1) year, and whereas this Agreement shall be renewed on each subsequent annual renewal date provided that the Agent pays the then current Renewal Fee, and if the Agent is not in default of this Agreement. NOW THEREFORE, the parties intending to be legally bound in consideration of the mutual agreements, covenants and promises contained herein, and the payment of the amount outlined in Addendum C by the Agent to TravelOnly. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement effective the ____________ day of ____________________, 20_____. ___________________________ _____________________________ AGENT (print) AGENT (signature)

TravelOnly Authorized Signing Officer Per:

______ Ann Luciani ________________ (Print)

________________________________ (Signature) Verbal Agreements of any kind shall not alter or vary the terms of this contract


ADDENDUM A – AFFILIATE TOOLS TravelOnly shall provide the Affiliate with the Tools and initial startup materials and reference guides, including but not limited to the following: • Training • One (1) set of Training Manuals (On-line) • Sales and Marketing support • Booking tools • Access to ALL TravelOnly software, Sirev and direct supplier access • FAMS (with approval by head office) • Agency Membership privileges of IATA, ACTA, CLIA, and Ensemble TravelOnly shall make available to the Affiliate all training tools and support offered to industry members of organizations such as, but not limited to, IATA, ACTA, CLIA, and Ensemble. Any fees for this training shall be the responsibility of the Affiliate. TravelOnly shall maintain a full range of business support services to the Affiliate, available for a reasonable delivery fee, as required by the Affiliate.


ADDENDUM B – AFFILIATE EARNINGS Commissions earned by the Affiliate upon the sale of Travel Services shall be payable by an Official Travel Supplier to TravelOnly and then disbursed to the Associate who in turn will disburse to the Affiliate in accordance to the agreement the Associate and Affiliate have for the commission's disbursement. PLEASE NOTE: Official Travel Supplier Commissions are generally paid on bookings paid in full, not for deposits. All Commissions shall be paid by the Official Travel Supplier to TravelOnly and then disbursed by TravelOnly to any or all Associates involved in the earning of said Commissions. Said disbursement on bookings will occur when TravelOnly receives payment from the suppliers for services sold by the Associate. Commissions to the Associate shall be tabulated, accounted and paid on the 1st and 15th day of the month following, for all bookings in which Commissions have been paid to TravelOnly during the previous month and have been invoiced by the associate in accordance to the TravelOnly booking procedure. Commissions will be forfeited if, by 12 months after the date of departure, the associate has not followed up on the outstanding amount. When the Associate refers, business to another TravelOnly Associate a split of possible earned Commission will be negotiated between both Associates, on a case by case basis; and shall be based on, but not limited to, the state of the reservation, booking research, etc. TravelOnly will be notified in writing of any such agreements prior to any bookings. If TravelOnly is required to take over a file, then the Associate will not be entitled to the Commission. All sales, which generate Gross Commissions less than 5%, will not be included in the monthly Commission calculation; however, the Associate shall receive a payment equal to 50% of the Gross Commissions on such sales. The Associate understands and agrees that any tickets issued to its clients that are subject to refunds or commission recalls, shall be deducted from their on-going Commission statements. The Associate understands that all commissions received in a calendar year must be reported on their appropriate tax returns. Income slips will be issued by TravelOnly in accordance with the Canadian Revenue Agency guidelines and the associate agrees to have any slips sent to them as TravelOnly sees fit, including electronically. Initial:


ADDENDUM C – AFFILIATE COSTS The parties intending to be legally bound in consideration of the mutual agreements, covenants and promises contained herein, by the payment of ONE HUNDRED & NINETY NINE DOLLARS ($199) plus applicable taxes, by the Affiliate to TravelOnly. The Affiliate understands and acknowledges that the term RENEWAL in SECTION ONE - DEFINITIONS, for the purposes of this contract, is defined as follows: Renewal - The initial term of this Agreement being one (1) year from the Agent’s date of the signing of this Agreement OR until the Associate's next renewal date, whichever is less. The contract will thereafter renew annually upon payment of the then current renewal fee.


ADDENDUM D – AFFILIATE RELATIONSHIP The Affiliate, ________________________________, acknowledges that their relationship with TravelOnly, while contractual, is dependent upon their Associate remaining in good standing with TravelOnly. The following are part of the affiliate's contract:

• The Affiliate's renewal must be approved by the Associate. • The Affiliate's renewal date always matches the Associate's renewal date,

therefore, year one for the Affiliate may be less than one calendar year. • All payments of commission, to the Affiliate, are made through the Associate.

The amounts of these commission payments are determined through the Associate/Affiliate's independent agreement.

• The Associate/Affiliate relationship is expected to be that of a team with the Associate providing leadership and guidance to the Affiliate.

• Should an Associate cease to do business with TravelOnly, the affiliate will be given an option to become an Associate.

I, ________________________, acknowledge that ___________________________ is to be my Associate. I, ________________________, acknowledge that ___________________________ Is to be my Affiliate. __________________________ ____________________________ ___________ Affiliate Print Name Affiliate Signature Date Signed _________________________ ____________________________ _____________ Associate Print Name Associate Signature Date Signed


CREDIT CARD AUTHORIZATION In order to charge your credit card, TravelOnly requires your signed authorization for charges to your credit card. AUTHORIZATION: I hereby authorize TravelOnly to charge my Credit Card. Card Number _________________________________ EXP _______/________ The amount of $199.00 plus applicable taxes for full payment of my agreement. Cardholder Signature: _______________________________________________ Date: _____________________________ Print Name Here: _____________________________________________

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12-02-21 COVID TRAVEL AGENT AFFILIATE AGREEMENT