ULTRA TIX DEALERSHIP AGREEMENT

The terms and conditions constitute an agreement (“Agreement”) for establishing an Ultra TIX Dealership (“Dealership”).  This Agreement is entered into between the person whose name is indicated on the attached Dealership Application (“Dealer”), and TIX Travel & Ticket Agency, Inc. (“TIX”). 

TIX is engaged in marketing and developing a network of independent travel agencies.  TIX shall provide the Dealer with support and services such as the ability to do business with leading travel suppliers (airlines, cruise lines, car rental companies, hotels, etc.), computerized ticketing, commission reports, preferred suppliers, service fee credit card processing, marketing support, training and reservation system access.  Both parties agree with and will abide by the following Terms and Conditions:

1.  Independent Contractor Status

Dealer shall be authorized to act as an Independent Agent for TIX, promoting and selling travel products and services through TIX.  In such capacity, Dealer shall comply with the terms of TIX’s procedures and guidelines contained in the training program, subject to changes and modifications, which upon notice to Dealer, become a binding part of this Agreement.  Publication of such changes in the Dealer newsletter or website shall be deemed notice to all Dealers.

This Agreement is not intended to create any kind of agency, franchise, employment, partnership, joint venture, or other form of joint enterprise.  It is understood that the Dealer shall conduct its business at its own risk and expense and for its own account, in the status of an independent contractor and a completely independent entity.

The Dealer shall be solely responsible for setting its own location and hours of business.  Dealer shall have no right under this Agreement to use the premises, equipment or supplies of TIX.  Except as expressly provided herein, TIX shall have and exercise no right or control or direction over the conduct, management, operation, form or affairs of the Dealer’s business, and shall have and exercise no right to prescribe any plan or system of marketing with respect to the business of the Dealer.  TIX shall have no responsibility to provide or assist in providing any location or site selection for the Dealer.

Dealer acknowledges and understands that TIX has not represented that it has any responsibility to secure clients or assist in securing clients or business on behalf of Dealer and Dealer agrees that TIX cannot be held responsible in the event that Dealer fails to secure clients/business in its own interest.

Each person included as a Dealer hereunder acknowledges that they have conducted an independent investigation of the business contemplated by this Agreement and recognized that it involves business risks which make the success of the venture largely dependent upon the business abilities and efforts of Dealer.  The Dealer acknowledges and understands that TIX has made no representation as to the potential for earnings or profits of the Dealer and that all earning or profits, if any, of the Dealer are entirely dependent upon the business efforts and abilities of the Dealer.

The Dealer is not granted any right or authority to assume or create any obligations or responsibilities, whether expressed or implied, on behalf or in the name of TIX, or to bind TIX in any manner whatsoever. 

The Dealer shall be responsible for paying for itself and its employees all federal and state income taxes, FICA (social security) taxes, or any other applicable taxes and shall be responsible to maintain all applicable licenses, workman’s compensation and all other coverages required by law for the Dealer and its employees.  TIX will furnish Dealer with qualifying earnings a copy of form 1099-MISC for reporting purposes.  Dealer agrees to be fully responsible for complying with all federal, state and local laws in connection with performance of the Agreement. 

 2. Dealer’s Business Name

Dealer must select a name for its business, agency, company, corporation or entity other than that of TIX.  The TIX® name and logo is a registered trademark with the U.S. Government Patent & Trademark Office with trademarks pending in other countries. Written approval is required in advance of any Dealer’s use of the TIX name and/or logos.  Unauthorized use of the TIX name and/or logo may be in violation of specific trademark and copyright laws, and civil penalties may apply. 

 3.  Registration

Dealer is responsible for any city, county, state or federal business and travel agency permits, licenses, bonding and/or registration requirements and expenses related thereto.  Dealer agrees to comply with any state, federal or TIX advertising guidelines.  In those states where Dealer would be exempt from licensing, bonding and / or registration, this agreement shall act as a contract between TIX, an officially appointed agent of air and ocean carriers and Dealer who will act on TIX’s behalf in offering or selling air or sea transportation and other goods or services in connection with transportation.  In some states and provinces, as required for exemption, the Dealer may not receive any consideration for air or sea transportation or other services from the client.  In these jurisdictions, Dealer agrees they will not accept any payments and their clients must pay TIX directly for travel products and services.

4.  Confidential Information and Trade Secrets

During the term of this Agreement, TIX shall maintain strict confidentiality of Dealer’s client names, client information, and all aspects of Dealer’s business.

TIX owns certain proprietary and confidential material and trade secrets, including without limitation, files, data base access, client lists, pricing information, electronic reproduction of data, data sources, and all files, books, records, accounts, and other information, some of which may be provided to Dealer by TIX in the course of performance of this Agreement.  Dealer agrees that all such information is the sole and exclusive property of TIX. Dealer will not disclose, copy, publish, or disseminate to any person or entity any proprietary and confidential information or trade secrets.

5.  Training 

TIX shall provide Dealer with training manuals covering procedures and other related topics.   Dealer agrees that the training is for informational purposes only and not a requirement in operating their independent business.  Dealer further agrees that any training or marketing information provided is not considered a “sales or marketing program” as defined by their federal or states business opportunity act.  TIX shall make available to Dealer and a companion one-day of training and subsequent additional days as needed at TIX’s headquarters or other designated location.  Transportation, accommodations and other personal expenses are the Dealer’s responsibility.

 6.  Travel Agent Discounts

All travel agent discounts, upgrades and free travel benefits are subject to the travel supplier’s policy, terms, conditions, eligibility requirements and availability.  TIX does not guarantee any specific agent discounts or free travel benefits.  TIX supplies Dealer’s who have made travel sales with agent documentation and agent verification services. 

Agency Personnel Listing (“LIST”): One principle of the Dealership is eligible for inclusion on TIX’s IATAN LIST after selling $10,000.00 in travel arrangements.  Maintaining LIST inclusion requires active travel selling ($10,000.00 annual travel sales).  Agents currently on another travel agency’s LIST can transfer to TIX’s LIST.  Additional agents under the employ of the Dealer can also be added to the LIST after showing sales of at least $10,000.00 a year.  Listing eligibility is subject to IATAN approval and is subject to change.

Travel Agent Photo ID Card: IATAN AND CLIA issue and determine eligibility requirements for their identification cards.  The current requirements for an IATAN card are: Inclusion in LIST, earning a minimum of $5,000.00 per year in commissions, devote at least 20 hours per week to the business of selling travel, be at least 18 years of age, $15.00 application fee and a passport size photograph.  CLIA requires agents to be actively involved in the business of selling cruises and pay a $15 fee.  Issuance of ID cards is subject to IATAN and CLIA approval and their requirements are subject to change. 

7.  Professional Travel Agents Liability Policy

Dealer’s bookings shall be included in TIX’s $1 Million (1,000,000.00) travel agency liability policy (“Policy”) subject to all of the following conditions: 

a)         Only reservations made using TIX’s accreditations are covered. 

b)        Only payment made to and processed through TIX’s headquarters are covered.

c)         Dishonest acts by Dealer or their associates are not covered in Policy.

d)        Policy may include deductibles, coinsurance clauses, and warranties.

e)         Termination of Agreement will end Policy coverage.

8.  Emergency Back Up Support

TIX shall provide Dealer with emergency back up support.  Dealer can give their clients’ TIX’s toll free number and Agent Extension Number when they are unable to accommodate their clients’ calls.  TIX shall service Dealer’s clients with travel & ticket information, reservations and ticketing.  Dealer shall be entitled to 25% of the commission on these direct sales.  A service fee may be added to the client’s order.  Dealer is charged $1.00 per call for client’s calling for information only that do not place an order.  Dealer shall be entitled to use TIX’s 24-hour toll free service for their advertising response.  The fee for this optional service is $1.00 per call. 

9.  Compensation of Dealer

As compensation for services rendered under this Agreement, the Dealer shall be entitled to commissions on travel sales as follows:

A. Computation

1.  IN GENERAL.

a)        Commissions are earned after travel has been completed and the travel supplier has paid commission to TIX.

b)        Gross commissions are defined as the total dollar amount the supplier has paid to TIX.  Net commission is the total dollar amount the Dealer receives and it is computed by multiplying the gross commission by the Dealer’s payout percentage.

c)         For suppliers that do not pay travel agent commissions, there will be a $20 transaction fee per ticket charged to the client or deducted from Dealer’s commission statement. The agent shall receive half of the transaction fee as a commission.  For online or Sabre bookings that include a car or hotel reservation the transaction fee will be optional at the agent's discretion.

d)        Dealer’s payout percentage is based on the following factors: I) Booking method used and II) Agent’s year to date (“YTD”) sales.

Type of booking method used:

I) Computerized Reservation System “CRS”.

The following chart indicates the Dealer’s payout percentage of the Gross Commission received by TIX for travel products booked using the optional Sabre CRS, or other Sabre Internet booking system.  Sales are compiled on a YTD basis (January 1-December 31):

CRS Bookings YTD	% Payout
$0-250,000.00	80%
250,001.00 - 500,000.00	85%
500,001.00 - 1,000,000.00	90%
over 1,000,000.00	95%

                       

 

 

 II) Other Booking Methods.

Dealer shall be entitled to 70% of the Gross Commission received by TIX for any travel products booked using any other method such as the telephone, fax or other on-line reservation service.

2.  Accreditations.  Agents who do not use TIX’s accreditations (ARC, IATA, CLIA, TIX name, address or phone numbers) to process a sale are entitled to keep all (100%) of the supplier’s commission.  TIX shall receive its share of the commission as paid by any supplier as outlined above for any sale in which the Dealer uses TIX’s accreditations, including our ARC, IATA, CLIA, name, address and / or phone number to process the sale. 

B.  Method of Payment

Dealer shall be paid monthly by TIX.  Commission reports and checks are mailed on the 15^th day of the month.  Commission checks under $50.00 will be carried over to the next month.  Commission reports indicating a negative balance due are payable by end of the month the report is issued.  

10.  Payment for Products and Delivery

Dealer shall pay TIX after receiving funds from their clients.  Dealer is responsible for any chargebacks that are the result of credit card disputes. Check payments may require a holding period, credit card guarantee or electronic check.  There is a twenty-five dollar ($25.00) service charge assessed against the Dealer for each check returned to TIX for insufficient funds. 

There is no charge to issue electronic tickets and email an itinerary.  There is a nominal fee for issuing and mailing paper tickets, two-ply invoice/itinerary, mini-itinerary and ticket jackets.  Documents are delivered to the Dealer or credit cardholder’s billing address.  Dealer is responsible for delivering and confirming receipt of documents to client.  Delivery expenses can be deducted from Dealer’s commission or charged to the client.  TIX is not responsible for lost, late or stolen tickets or travel documents. 

 11.  Service Fee Processing

Dealer, at their option, may charge their client a service or transaction fee.  Dealer is entitled to keep 100% of the service fee collected when fee is paid to and processed by Dealer.  Dealer retains the following percentage for service fees processed by TIX.

Total Service Fee	Dealer Retains
Up to $25.00	50%
$25.01 - $100.00	60%
$100.01 - 200.00	70%
Over $200.01	80%

12.  Travel Accessories Super Store 

TIX shall provide Dealer with an online catalog of travel-related products and accessories.  Dealer shall be entitled to 70% of the net profit TIX receives from the distributor for their sale of travel accessories. 

13. Travel Reservations

Dealer is responsible for making reservations directly with travel suppliers or using a computerized reservation system or TIX’s web site.  Dealer is responsible for debit memos from airlines or other travel suppliers as a result of their late payments, late exchange documents, late coupons, invalid ticketing dates, improper ticketing procedures (back-to-back tickets, hidden city, etc.), failing to meet advance purchase requirements or reservations made using the wrong fare, ticket designator, fare basis code, etc. or recalled commissions as a result of refunded or canceled airline tickets or other travel arrangements.  Reservations that are not booked by computer shall be faxed to TIX on the proper form.  Incomplete forms may be subject to a penalty.

14.  Internet Bookings  

Internet bookings made through TIX’s website are subject to the online booking terms and conditions (www.tixtravel.com/terms) which are hereby incorporated into this agreement.  Internet bookings may be eligible for Travel Rewards, the loyalty marketing system, and are subject to the Travel Rewards terms and conditions (www.tixtravel.com/Rewards/agreement.htm), which are hereby incorporated into this agreement.  Airline, car and hotel bookings made on travelocity.com are subject to a booking fee imposed by Sabre (currently $3.00 per booking).  Commissions for Internet bookings are subject to the supplier’s Internet commission schedule.

15.  Computerized Reservation System  

An optional professional travel agent computerized reservation system (“CRS”) shall be made available to Dealer.  Sabre Net Platform Remote has a $45 per month fee for unlimited usage.  There are no Internet booking fees.  Access is provided through a local Internet Service Provider (not included).  The system is maintained, supported and provided by Sabre.  An optional training program is available on CD-ROM from Sabre.  An order form and activation agreement is included with the initial Dealership training materials. 

16. Membership Fee, Cancellation & Right to Refund   

Dealer shall pay to TIX a one-time fee in U.S. currency for the Ultra TIX Dealership as outlined in the Ultra TIX Dealership Application.  Such fee is due and payable upon execution of this Agreement.  Dealer shall be entitled to a full refund if their Application is not accepted by TIX.

Dealer may request a refund within 10 (ten) days after ordering.  The refund is subject to a $495.00 cancellation fee plus shipping charges and any on-line fees or other expenses incurred.  Commissions earned during the trial period will be forfeited if a refund is requested.  Request for refunds must be made in writing and received within the trial period.  Allow 45 days for refund processing.  Materials must be returned unmarked, in their original and re-sellable condition and delivered insured postage paid.  No refund shall be permitted beyond the ten (10) day trial period.

17.  General  

A.        Age: Dealer is of legal age to enter into binding contracts in their state of residence.

B.        Assignments: Dealer shall not assign or transfer this Agreement.

C.        Notices: Any notice shall be sent by certified first class mail to the address of the Dealer as specified on the Application; notices to TIX shall be sent to: 201 Main Street, Nyack-On-Hudson, NY 10960

D.        Representations:  Dealer represents to TIX that there have been no misrepresentations in the Dealer Application or other information Dealer submits to TIX.  Dealer authorizes TIX or its agents to investigate Agents’ background and request a consumer report from a credit bureau or others in connection with the processing of Dealer Application and any resulting account.

E.        Waiver: The failure of TIX to exercise its waiver or forbearance of any right or privilege under this Agreement shall not be construed as a subsequent waiver or forbearance of any such term or condition.

F.         Severability:  If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions will not be impaired thereby.

G.        Integration: There are no verbal promises, implied promises, agreements, stipulations, representations or warranties of any kind or nature except those set forth in writing in this Agreement.  This Agreement may be modified only by mutual agreement of the parties, executed in writing.

H.        Liability: Neither party shall be liable for any debts, accounts, obligations, torts or other liabilities of the other party, or of that party’s agents or employees, except as this Agreement may otherwise provide.  Dealer shall indemnify and hold harmless TIX, against any and all liabilities, which Dealer may cause or incur, that are contrary to the express provision of this Agreement.

I.          Preservation of Reputation: Dealer will so conduct and operate its business and performance under this Agreement so as to preserve the business integrity, reputation, and good will of TIX; and Dealer shall refrain from all activity involving any risk of bringing the name or names used or owned by TIX into disrepute or causing other harm thereto.

J.          Disputes: This Agreement is deemed to have been entered into and will be construed and interpreted in accordance with the laws of the State of New York.  Dealer agrees to and submits New York jurisdiction over any and all disputes arising out of this agreement or the relationship with TIX.

K.        Outstanding Balances:  You authorize TIX to charge your credit card for outstanding balances not paid by your commissions. Dealer agrees that they will pay any outstanding balances due to TIX if their designated credit card does not accept authorized charges for any reason, or if Dealer cancels or is terminated. TIX will assess an additional 1.5% (or the highest amount allowed by law) per month late charge on any balance which is more than thirty days past due. That late charge is also due at the time it is assessed. Dealer should let us know about any billing problems or discrepancies within ninety days after they occur. If Dealer does not bring them to our attention within ninety days, Dealer agrees that they waive their right to dispute such discrepancies. TIX reserves the right to change fees or billing methods at any time and will provide notice of any such change at least thirty days in advance in the same manner as described above.

L.        Items and services depicted in the dealership brochure and website are subject to change. 

M.       Entire Agreement: This Agreement contains the entire agreement of the parties.  There are no representations either oral or written, except those contained in this Agreement.

18.  Term and Renewal  

This agreement shall become binding and effective upon TIX’s acceptance.  This agreement shall remain in force for a period of 10 (ten) years unless it is terminated by either party according to the terms of this agreement.  Dealer agrees to the annual dealership affiliation fee of $100.00.  Dealer authorizes TIX to automatically charge their credit card or debit their checking account for the annual fee.  I may cancel these instructions at anytime by written notification to TIX.  This fee is waived if Dealer’s year to date sales exceeds $1 million.  Dealers who are not in default under the Agreement have the option to renew their Agreement by executing the then current form of Agreement used by TIX, unless TIX gives Dealer notice at least 30 days before the expiration of the Agreement of TIX’s intent not to renew the Agreement.  A renewal fee is not required.  

19.  Termination  

In the event Dealer shall fail to comply with any of the terms of this Agreement, TIX may immediately terminate this Agreement by written notice to Dealer, and TIX will be entitled to recover and or offset any damages suffered as a result thereof.  The following shall justify termination: Dealer’s checks are returned three times for insufficient funds, or Dealer fails to pay any amount owed to TIX within fifteen (15) days after notification that the amount is legally due, or in the event of fraud, insolvency, or gross and willful misconduct by the Dealer.  Obligations of Dealer upon Termination: In the event of termination or non-renewal of the Dealership, Dealer shall immediately upon the effective date of termination or non-renewal: Discontinue the use and practice of any and all of TIX’s proprietary and confidential information including any use of the TIX name and/or logo and Dealer shall cease from representing to the public and trade contacts that Dealer is affiliated with TIX. 

20. ENTERTAINMENT TICKET SALES

Concert, sports and theater ticket brokerage operations are conducted by tixtickets.com Inc. (tixtickets.com). a Connecticut corporation.

A.        Compensation/Orders: Dealers may 1) add their own commission to the TIX net price, or 2) charge our retail price, which includes a 10% commission.

B.        Payment: Tickets are pre-paid by credit card.  Dealer is responsible for chargebacks that are the result of their client’s credit card disputes.

C.        Service Charge: The net and retail ticket price includes a service charge, which reflects tixtickets.com’s cost in obtaining choice tickets.  The service charge varies with each event and can frequently change based upon supply and demand.  In almost all cases the service charge will be significantly higher than the face value.  Better seats to events in high demand can have a service charge of several times the face value. Dealer shall disclose to their client that the service charge is included in the ticket price.  Dealer may not advertise ticket prices.

D.        Licensing & Regulations: Dealer is responsible for any city, county, state or federal ticket resale permits, licenses, bonding and/or registration requirements and expenses related thereto.  Dealer agrees to comply with all local, state and federal ticket resale laws if any.  In some states or municipalities tixtickets.com may only offer ticket packages that include event tickets and one or more of the following; party, dinner, transportation and/or accommodations.  Ticket resale laws are subject to change.

E.       Disputes: Ticket transactions are deemed to have been entered into and will be construed and interpreted in accordance with the laws of the State of Connecticut.  Dealer agrees to and submits Connecticut jurisdiction over any and all disputes arising out of this Agreement or the relationship with tixtickets.com.