Please fill out the form below. On approval you will receive an email which will confirm that you are eligible to receive commission! The email will also include your login and password. * Indicates mandatory fields.
SPECIAL NEEDS GROUP, INC.
PROFESSIONAL TRAVEL AGENT COMMISSION AGREEMENT
Notice to Customers, Consumers, and Renters: This Agreement does not apply to you. This Agreement is only between SNG and licensed professional travel agents. It does not apply to travelers, consumers, customers, or people renting special needs equipment. The word "You" below applies to professional travel agents only.
Thank you for your interest in participating in the Special Needs Group, Inc. Professional Travel Agent Commission Program (the "Program"). In order to enroll as a Designated Agent (as defined below) in the Program, you will first need to read and accept the terms of the Travel Agent Commission Program Agreement (the "Agreement") that is provided below. If you accept the terms of the Agreement, you may begin the enrollment process by submitting a completed program application ("Program Application") to us through the SNG Web Site (as defined below). We will evaluate your Program Application and notify you of your acceptance or rejection. We may reject your Program Application for any or no reason. If we reject your Program Application, you are welcome to reapply for participation in the Program at any time.
This is a legal agreement between you and your firm (Collectively the "Designated Agent" or "Professional Travel Agent") and Special Needs Group, Inc. ("SNG"). Please read it carefully. By clicking on the "I agree" button at the end of this agreement, you agree that you have carefully read, understand, and agree to be subject to this agreement. This Agreement contains the complete terms and conditions for your participation in the Program, the process by which to refer your clients to SNG's products and services, and the establishment of links from your Web site(s) to the SNG Web site. In this Agreement, "you," "your" and "yours" means the Designated Agent, and "we," "us," "our" and "ours" means SNG.
Only licensed travel agents are eligible to participate in the Program. Furthermore, not all travel agents are eligible to participate in the Program. If you are an Ineligible Party (as defined below), you may not enroll in the Program and shall be deemed not to be a Designated Agent. If you are, or believe you are, an Ineligible Party, and you still wish to enroll in the Program, please email us at firstname.lastname@example.org about this opportunity. Depending on your specific situation, you may be able to become eligible; provided, however, that you must obtain prior written approval from us. You hereby agree that you will provide complete and accurate information in your Program Application and acknowledge that SNG will verify such information to confirm your eligibility. An "Ineligible Party" is any company that competes with SNG, any company or individual considering entrance into the business of rental or sale of mobility equipment, oxygen equipment, hearing impaired equipment, or any other special needs equipment or service, any company providing accessible tours or transfers, medical suppliers that provide services for traveling customers, or any cruise line, or any successor, employee, agent or corporate affiliate (i.e., any person or entity that, directly or indirectly, controls, is controlled by or is under common control with any Ineligible Party) of any of the foregoing. If you uncertain about whether you are an Ineligible Party, please contact us before you accept this Agreement. In addition, you specifically agree to: (a) terminate this Agreement immediately if you become an Ineligible Party following your enrollment in the Program; and (b) keep confidential any Confidential Information (as defined below) provided to you during your enrollment in the Program. Any breach of this section will be deemed a material breach of this agreement.
DESCRIPTION OF PROGRAM
SNG shall pay Commissions (as defined below) to any Designated Agent as provided herein. Once you become a Designated Agent, you may refer potential customers to SNG as follows: (i) by calling the SNG reservation center at 800-513-4515 or 954-585-0575 (any such potential customer referred through the foregoing channels who purchases SNG products or services shall be a "Customer"). SNG will track each referral from you through the preceding three channels.
Commissions. You are eligible to earn Commissions (as defined below) during the term of this Agreement based upon each completed and fully paid rental or purchase of SNG products or services by a Customer referred by you (each, a "Referral") through the channels described under "Description of Program" above. As used herein, the following definitions apply: "Commission" shall mean the percentage of Net SNG Revenue (as defined below) generated from each Transaction (as defined below) resulting from a Referral by you, such percentage being as mutually determined by you and SNG upon acceptance of your application to the Program. "Transaction" means any fully-paid up purchase or rental by a Customer from SNG. "Net SNG Revenue" means, for each Transaction for which payment has been received and applicable travel has been completed, the total price actually paid to and received by us and/or the applicable travel supplier by and from Customers, after deducting (a) amounts for taxes and surcharges, tax recovery fees, duties, handling, and other similar charges; plus (b) any refunds to Customers.
The Commission will not be paid in the event of credit card fraud, bad debt, and credits due for refunds, cancellations or returns. We will not be required to pay a Commission with respect to any Transaction completed during any period in which you are in violation of the terms of this Agreement.
Timing of Payments. No Commission shall be paid prior to the completion of a rental. After that time, SNG will pay Commissions to you by check on a quarterly basis within ten (10) days after the end of each calendar quarter; provided that, to the extent the aggregate Commissions due to you in any calendar quarter are less than $50, such amount shall not be paid but shall accrue and be paid in the next calendar quarter in which the aggregate Commissions to you exceed $50.
TERM OF AGREEMENT; EFFECTS OF TERMINATION
Term. This Agreement will begin upon the date of the notice accepting your Program Application and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time: (a) with cause, by giving the other party written notice of termination; and (b) without cause, by giving the other party seven (7) days prior written notice of termination. Written notice can be in the form of mail, email or fax.
Effects of Termination. You are only eligible to earn Commissions for Transactions occurring during the Term, and Commissions earned through the date of termination will remain payable as provided for in this Agreement. If this Agreement is terminated because (a) you have violated the terms of this Agreement (including, without limitation, the SNG Logo Guidelines), or (b) your Web Site contains any Restricted Content, 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 will immediately remove any SNG Logo or Link from your Web Site. In addition, each of the provisions under the section entitled "Other Terms and Conditions" below will survive any termination or expiration of this Agreement.
SNG RIGHTS; AMENDMENTS TO THIS AGREEMENT
The parties' rights and obligations under this Agreement may be subject to the terms of any agreement between SNG and/or any of its Corporate Affiliates and any supplier to SNG or such Corporate Affiliate (e.g., wheelchair providers, etc.).
We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion, and such change will be effective seven (7) days after we give you notice (as provided herein) of the change. Notification to you of any change by e-mail or posting of a change notice on the SNG Web Site will be considered sufficient notice to you of the change. 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 change is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Program following the effective date of the change will indicate your acceptance of the change.
If we determine, in our sole discretion, that military action or extraordinary political, economic, or other conditions or occurrences beyond our control significantly impacts the travel business, our businesses, access or navigation to the SNG Web Site from you or your business(es) and alters our exposure under this Agreement, we may, at any time, suspend performance (in part or whole) of any or all terms and conditions of this Agreement, suspend payment due hereunder (in part or whole) or terminate the Agreement (in part or whole), in our sole discretion. We will provide you with written notice seven (7) days prior to the effective date of such change(s).
SERVICES PROVIDED BY SNG
Customer Support. We will provide customer support and fulfillment services to Customers in accordance with our then-current standard terms and conditions and standard customer service policies and procedures applying generally to customers of SNG. We reserve the right to refuse to provide customer/fulfillment services to a Customer 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) Customer's purchase history with us and/or our Corporate Affiliates (as defined below).
Reporting. We will provide you with a url address specific to you through which you can access the details of your Commission structure as well as amounts that are then-due to you. We will make available to you quarterly reports that set forth, at a minimum, the number of Customers referred from you (i) that have purchased SNG products or services and (ii) the amount of Commission due to you for such quarter.
Links to SNG Web Site. We will provide you with one or more SNG Logos (as defined below), or any substitute thereof that we, in our sole discretion, may provide to you from time to time during the term of this Agreement. You may use the SNG Logos only on your Web Site and only for purposes of Linking directly to the SNG Web Site pursuant to the terms and conditions of this Agreement. Additionally, we will provide you with access to the SNG Logo Guidelines, or such replacement or additional guidelines as we may deem necessary or appropriate and make available to you from time-to-time during the term of this Agreement.
DESIGNATED AGENT RESPONSIBILITIES
Marketing Efforts. You agree to actively market the SNG products and services (e.g., mobility equipment, oxygen equipment, hearing impaired equipment, and other special needs equipment or services) offered by SNG. In no event, however, will you or your agents make or extend any representation or warranty on our behalf or with respect to the products or services offered by SNG, nor shall you misrepresent any SNG products or services. Unless otherwise indicated by us, any new products offered through the Program will be covered by the terms and conditions of this Agreement and subject to SNG's then current terms for such products.
Links to Our Site. As a Designated Agent, you may display and maintain the graphical or text links and persistent hyperlinks in the form of an SNG logo ("SNG Logos") provided to you by us, or any addition to or substitute thereof that we may provide to you from time-to-time, on one or more of your web sites, and any successor web site to those sites, that have been accepted for participation in the Program ("your Web Site"). These SNG Logos will Link (as defined below) directly to the SNG Site (as defined below).
If you are currently displaying and maintaining such links, then if we provide you with new or modified SNG Logos, you will need to implement the new SNG Logos within thirty (30) days following receipt of the update from us. You agree to comply with the SNG Logo Guidelines made available to you by us and any replacement or additional guidelines that we may provide or make available to you from time to time during the term of this Agreement ("SNG Logo Guidelines"). Additionally, we encourage (but do not require) you to include a Link to the SNG home page.
Your Web Site. At all times during your participation in the Program, you will make sure that your Web Site (a) is in compliance with all applicable laws and regulations; (b) does not contain any material that is fraudulent, defamatory or obscene; and (c) is suitable in all respects to be Linked to the SNG Web Site. Your Web Site may not disparage us or contain any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable. Without limiting the foregoing, your Web Site may not display or link to other sites that display images or content that (i) depict sexually explicit materials, (ii) promote violence, illegal activities, or unlawful discrimination of any kind, or (iii) promote or incorporate any materials which infringe or assist others to infringe the intellectual property rights of others (collectively "Restricted Content").
You also must make sure that your Web Site does not, in any way, copy or resemble the look and feel of the SNG Web Site (i.e., the distinctive and particular elements of color, graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention within SNG Web Site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements). You may not create an impression that your Web Site is that of SNG or any Corporate Affiliate, nor will you frame any page on the SNG Web Site being viewed by a Customer of your Web Site who links to the SNG Web Site through a Link.
You hereby acknowledge and agree that we may test your Web Site's URL, and if such URL is not in compliance with the terms and conditions of this Agreement, we may, in our sole discretion and without limiting any other right or remedy to which we may be entitled, (a) remove such non-conforming URL from the Program; and/or (b) terminate this Agreement.
LIMITED LICENSE BY SNG
Limited License. Upon your acceptance as a Designated Agent in the Program, we grant you a limited, nonexclusive, revocable, non transferable, non assignable, right and license to use the SNG Logo(s), as identified in the SNG Logo Guidelines (as may be modified by us from time to time without prior notice) during the term of this Agreement. You may use the SNG Logos solely for the purpose of identifying yourself as a Designated Agent and to link to the SNG Web Site during the term of this Agreement. You expressly agree to conform all usage of the SNG Logos to the terms of this Agreement and the express terms of the SNG Logo Guidelines, as may be modified by SNG from time to time.
Acknowledgment. You understand and agree that the SNG Logos are the sole property of SNG and/or a Corporate Affiliate and that your use of the SNG Logos under this Agreement inures to the benefit of SNG and/or its Corporate Affiliate(s). You agree never to challenge, interfere with or oppose the validity, enforceability or ownership by SNG (or any applicable Corporate Affiliate) of any trademark, trade name, logo, trade dress, color combination or any combination of the foregoing owned by SNG, or any of its Corporate Affiliates, including the SNG Logos. Without limiting any other provision of this Agreement, you understand and agree that your violation of this license grant or any provision relating to your use of the SNG Logos may expose you to an action for preliminary injunction and/or damages, as well as reasonable attorneys' fees and costs associated with enforcement against you.
Restrictions. Except for your limited right to use the SNG Logos as set forth in this Agreement, you will not use or display (directly or indirectly) the SNG Logos or any trademark, logo, or branding (including, without limitation, any misspelling or substantially similar version thereof) of SNG or of any Corporate Affiliate, in any manner whatsoever (including, without limitation, in any domain name registration effected by you or any person or entity under your control, or in any search engine marketing or optimization, keyword purchasing, or in any other online/offline marketing or advertising, press releases, etc.) without first obtaining prior written approval from SNG or its applicable Corporate Affiliate(s), which may be denied in the sole discretion of SNG or its Corporate Affiliate(s).
You shall not adopt, use, nor attempt to register with any administrative or other body, any trademark, domain name, trade name, logo or other branding or designation that includes any portion of any SNG Logo, nor any portion of any trademark, domain name or trade name of SNG or any Corporate Affiliate, nor any trademark, domain name or trade name that is similar to any SNG Logo or any trademark, domain name, trademark or logo of any Corporate Affiliate. In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to SNG or its services. Additionally, you shall not use the SNG Logos in connection with any feature on your Web Site(s) which feature either compares, or provides comparisons of, special needs products or services of, or rates available from, SNG and at least one (1) other Ineligible Party.
You may not use any advertising method that creates or overlays links, banners, or other advertising creative on web sites, browser windows, or utilizes any other method, to generate Internet traffic from any web site of SNG or its Corporate Affiliates without the prior written consent of SNG or its Corporate Affiliates, which may be denied in the sole discretion of SNG or its Corporate Affiliates.
All rights not expressly granted are reserved by SNG and/or its Corporate Affiliates.
LICENSE FROM DESIGNATED AGENT
You authorize us to include at our election your logos, trademarks, trade names and similar identifying material ("Your Marks") on the SNG Web Site as well as in any of our other marketing materials (print, on-line or otherwise). 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 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.
As used above and elsewhere in this Agreement, the following definitions will apply:
"Corporate Affiliate" means any entity that, directly or indirectly, controls, is controlled by or is under common control with SNG.
"Link" means either, as applicable (a) one or more hyperlinks located on the applicable areas of your Web Site or the SNG Web Site, or (b) any other alternative method, connection or program that enables a Customer to directly access the SNG Web Site or return to your Web Site. Links also include any connection to the SNG Web Site through the Internet, email, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future).
"SNG Web Site" means the specialneedsatsea.com, specialneedsgroup.com Web sites, any other websites that refer or direct to the foregoing Web sites, and any successor or replacement Web site to the foregoing, as operated and maintained by or for SNG or a Corporate Affiliate, and the software code, informational databases, products, and other components that make up our Web site services, which are marketed for use by individual Customers, at our sole discretion, to enable such Customers to shop for, reserve, book and pay for special needs products and/or services via a computer, telephone (or other interactive device) connected to the Internet or any other network including, without limitation, any and all additional, follow-on, successor or replacement versions of such service whether offered under the "Special Needs Group" name, the name of any Corporate Affiliate, or otherwise.
GENERAL TERMS AND CONDITIONS
Ownership of Intellectual Property. As between SNG and you, we or our Corporate Affiliates will own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the SNG Web Site as well as all products and services. We will own all data generated by Customers of SNG products and services, and all of the terms and conditions, rules, policies and operating procedures of SNG (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 SNG Customers; and we reserve the right to change such terms and conditions, rules, policies and operating procedures at any time.
Representations and Warranties. You represent and warrant to us that (a) you are currently, and that throughout the term of this Agreement you will continue to be, in compliance with all applicable laws and regulations; (b) you are not an Ineligible Party; (c) this Agreement has been duly and validly executed by you by virtue of your clicking on the "I Agree" button at the end of this Agreement and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and (d) the execution, delivery, and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you. The representations and warranties in this Section are continuous in nature and will be deemed to have been given by you upon your acceptance via the "I Agree" button at the end of this Agreement and at each stage of performance hereunder.
Indemnification. You agree to indemnify, defend, and hold harmless us and our Corporate 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) that arise out of or are based on (a) any claim that our use of Your Marks or any other materials you provide to us infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Web Site including, without limitation, content therein not attributable to us.
Disclaimers. We make no express or implied warranties or representations of any kind with respect to SNG, the SNG web site, or any other components of the program or any service, product or other items sold or provided by SNG or any other components of the program, including, without limitation, any implied warranties or 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 or warranty of any kind that the operation of SNG will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Limitations of Liability. 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 aggregate 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 will apply regardless of the cause of action under which such damages are sought.
Confidentiality. You understand and agree that the following terms and conditions will apply to all Confidential Information that we may disclose to you as a result of your participation in the Program. For purposes of this Agreement, the term "Confidential Information" will include, but not be limited to, the terms of this Agreement, any modifications to the terms and provisions of the Agreement made specifically for your Web Site and not generally available to other members of the Program, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any members of the Program, other than you. Confidential Information will also include any information that we designate as confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidential Information will remain strictly confidential and will not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.
Liquidated Damages for Breach. If the professional travel agent breaches this Professional Travel Agent Commission Agreement by (A) disclosing Confidential Information of SNG or the Program, (B) using Confidential Information to compete against SNG, (C) competing against SNG, (D) misrepresenting the party's eligibility to join the Program, or (E) materially breaching the terms of this Agreement, the breaching professional travel agent agrees to pay $500,000.00 to SNG as liquidated damages only, not as a penalty, but because the amount of damages may be difficult to ascertain. Liability for liquidated damages is joint and several and payable by both (1) the breaching professional travel agent, individually, and (2) the firm, company, agency, or entity who the breaching travel agent represents as an employee, contractor, authorized agent, subsidiary, or other relationship, and the entity's heirs, successors, assigns, parents, and affiliates. SNG may also pursue other legal and equitable remedies, including injunctive relief. The breaching professional travel agent and agency will only have to pay liquidated damages for breaches committed by the breaching travel agent, not for any conduct by any third parties outside their control such as customers, consumers, renters, or travelers. Nothing in this section applies to consumers, customers, renters, travelers, or professional travel agents who do not breach this agreement.
MARKETING. You agree to receive and accept marketing, promotional, advertising, and other materials from SNG via mail, email, or any other medium, format, or method of communication.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. Each party will at all times be deemed to be an independent contractor of the other, and nothing in this Agreement will be deemed or construed to create any partnership, joint venture, employment, agency or similar relationship. We will not be liable for any failure to perform or any delay in performing any obligation under this Agreement if such failure or delay is the result of any event or other cause beyond our reasonable control.
This Agreement will be governed by the laws of the United States and the State of Florida, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought exclusively in the federal or state courts located in Broward County, Florida, and you irrevocably consent to the exclusive venue and jurisdiction of such courts and waive any right to a trial by jury. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs, including expert witness fees.
This Agreement is the complete Agreement between the parties and supersedes any prior oral or written agreement concerning the subject matter.
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) engage in similar arrangements on terms that may differ from those contained in this agreement, operate web sites that are similar to or compete with your web site, or offer products and services that may complete with your web site, or offer products and services that may compete with your products and services. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
By signing below, I sign and bind myself individually, and sign with authority on behalf of and do hereby bind the travel agency firm, entity, or company represent or work for, and the employees, agents, and contractors of said travel agency to comply with the terms herein, and have advised said firm and other travel agents of the terms herein and obtained their consent to do so.