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Terms and Conditions

THE FOLLOWING ARE THE TERMS AND CONDITIONS UNDER WHICH CCRA INTERNATIONAL, INC., A DELAWARE CORPORATION ("CCRA"), SHALL PROVIDE AN INTERNET BASED TRAVEL AGENCY BOOKING SERVICE ("THE SYSTEM") UNDER WHICH (1) TRAVEL AGENCIES MAY BOOK TRAVEL PRODUCTS FOR THEIR CLIENTS AND (2) CCRA WILL ACT AS MERCHANT OF RECORD AND FACILITATE THE PAYMENT OF FUNDS FROM THE TRAVEL AGENCY TO THE TRAVEL SUPPLIER AS WELL AS THE PAYMENT OF COMMISSION PAYMENTS TO THE TRAVEL AGENCY. BY SUBMITTING THIS AGREEMENT, TRAVEL AGENCY CONFIRMS ACCEPTANCE OF THE TERMS AND CONDITIONS GOVERNING USE OF THE CCRA TRAVEL AGENCY BOOKING PORTAL ("THE AGREEMENT").

NOW, THEREFORE, the parties agree as follows:

1. TERM

The term of this Agreement shall be for one (1) year from the date first written above. Thereafter it shall be automatically renewed for successive one year periods unless either party notifies the other that it wishes to terminate this Agreement at the next anniversary date of this Agreement, such notice to be sent by certified, return receipt requested mail no later than sixty (60) days before such anniversary date. Either party may also terminate this Agreement for cause, i.e., an unexcused material breach of this Agreement, on 30 days prior notice (immediately, or suspend the Travel Agency's ability to sell via the CCRAtravel.com booking portal, in the case of a failure to make any payment demanded by, or on behalf of, CCRA), such termination to be effective at the end of such notice period unless the default has been cured. This Agreement shall commence on the date of this Agreement and, except as provided below, continue for an initial period of 12 months ("the Initial Period"). CCRA shall have the right to immediately terminate this Agreement if it becomes aware, or reasonably suspects, that the Travel Agency is using the CCRAtravel.com portal in violation of any applicable law or regulation, to distribute or promote products of an illegal, offensive or similar nature, or is misusing, or attempting to misuse, the System. CCRA may terminate this Agreement immediately, or suspend the Travel Agency's ability to make sales via the System, if the Travel Agency is failing to operate according to CCRA Standard Policies. Notwithstanding any other provision of this Agreement, CCRA reserves the right, in its sole discretion, and without prior notice to the Travel Agency, to reject, cancel or refuse to display, execute and/or clear and settle any order, the acceptance, display, execution or settlement and clearance of which would, in CCRA's sole determination, violate any applicable law, rule or regulation, including any applicable rule or regulation of applicable Travel Suppliers.

2. REPRESENTATIONS, WARRANTIES AND WAIVERS

2.1. Affirmative Warranties.

In allowing access to the System to enable the Travel Agency to sell Products and Services, CCRA gives no warranty as to the accuracy of information provided by the Travel Supplier or about the quality of the Products and Services. The Travel Agency accepts that the use of the Products and Services is at its own risk. All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral (including implied warranties, terms or conditions of satisfactory quality or fitness for a particular purposes or conformance to description or sample) are hereby expressly excluded except to the extent they may not be excluded or limited by law.

The Travel Agency represents, warrants and covenants that (a) it has obtained, and will maintain in place throughout the term of this Agreement, all necessary licenses or other approvals whether from government or otherwise to enable it to act as a Travel Agency and utilize the System, (b) its use of the System, and any order entered by the Travel Agency on the System is in compliance with all applicable laws, rules and regulations, and the rules and regulations of applicable Travel Suppliers; and (c) it will use reasonable endeavors to ensure that any authorized personnel's use of the System is in compliance with all applicable laws, rules and regulations. Each of the parties represents and warrants that it has the legal and corporate authority to enter into and to perform its obligations under this Agreement, that all corporate proceedings needed to authorize such entry and performance have been completed and that such entry and performance will not violate any law or regulation or any contract or instrument to which it is a party or by which it or its assets are bound.

2.2. Waiver of Warranties and Covenants.

Nothing contained in this Agreement shall be construed as:

a) a warranty or representation by any of the parties to this Agreement as to the validity or scope of any intellectual property right; b) a warranty or representation that the entry into this Agreement or the performance of any duty or exercise of any right, sale, lease, import or other disposition of the CCRA portal hereunder will be free from infringement of any third party intellectual property right; or c) conferring any right to use in advertising, publicity, or otherwise, any trademark, trade name or names, or any contraction, abbreviation or simulation thereof, of either party;

3. RESPONSIBILITIES OF AGENCY

The agency subscriber will be responsible for any bookings made by the agency, its employees or its independent contractors, as may be the case. Any payments that are rejected by the Travel Agency's credit card processing company or any other vendor for any reason will become the financial responsibility of the subscribing agency. The travel agency agrees to immediately reimburse CCRA for any invalid, rejected, or fraudulent charges that the agency has requested through the portal. Further, the travel agency agrees to indemnify and hold harmless CCRA for any legal action as a result of any rejected charges. The Travel Agency will fully, completely and accurately represent to the Customer the Products and Services made available via the System including, but not limited to, whether prices quoted are fully inclusive of all costs and local taxes that may be incurred by the Customer.

The Travel Agency agrees to keep its agency profile and associated data current within the CCRAtravel.com portal including, but not limited to, change of name, address, ownership and/or change of control. Furthermore, the Travel Agency will fully comply with all Standard Policies issued from time to time by CCRA. CCRA reserves the right to cancel any booked reservation where payment has not been received by CCRA from the Travel Agency for a period of more than 3 days and notify the Travel Agency customer of the cancellation directly.

The Travel Agency will ensure that all passwords and codes required to access the System are treated as confidential and only revealed to authorized personnel of the Travel Agency. The Travel Agency is responsible for all sales made via the CCRAtravel.com portal using these passwords and codes whether or not by authorized personnel. The Travel Agency will not permit any person who is not an employee of Travel Agency or of authorized personnel to use the System or to route orders directly or indirectly into the CCRAtravel.com portal. Use of the System, whether by the Travel Agency's employees or other authorized personnel, will be solely on behalf of the Travel Agency or such authorized personnel, as the case may be, and no other person. The Travel Agency may charge fees or amounts to Customers outside the CCRAtravel.com portal. In the event that additional fees or amounts are charged to the Customer, the Travel Agency will ensure that the Customer is aware that these fees or amounts are not associated with the CCRAtravel.com portal. The Travel Agency acknowledges that, at all times, it is acting as an agent of the Customer and not as an agent of the Travel Supplier or CCRA.

The Travel Agency shall be solely responsible for (i) the efficiency and suitability of the System for the Travel Agency's business purposes; (ii) the use of the System in accordance with the documentation furnished by CCRA ; (iii) any claim arising from Travel Agency's failure to comply with laws or regulations regarding the use of telephone or telecommunications devices or the protection of consumers or their right to privacy; and (iv) any claim of infringement based upon Travel Agency's combination of the System with data or other software or devices not furnished or approved in writing by CCRA

4. RESPONSIBILITES OF CCRA

CCRA will provide access to the CCRAtravel.com booking portal for authorized Travel Agencies to search for Products and Services. CCRA will provide the financial settlement system that facilitates payment from the Travel Agency to the Travel Supplier who wishes to sell the Products and Services. CCRA will additionally provide a help desk to assist the Travel Agency in the use and operation of the CCRAtravel.com portal. CCRA will also provide the Travel Agency with information, via web pages within the CCRAtravel.com, about the terms and conditions of trade of each Travel Supplier. The CCRAtravel.com portal will provide information in standard formats to the Travel Agency about sales made, commission earned and amount due to be paid to Travel Suppliers. CCRA reserves the right to change the portal and financial settlement system including, without limitation, software, operating procedures, accessibility periods or user identification procedures upon such notice to the Travel Agency as CCRA determines is reasonable under the circumstances. CCRA accepts no responsibility or liability for the performance of hardware, communications equipment or systems provided by the Travel Agency or any third party to the Travel Agency or any problems that may be caused to these items, directly or indirectly, as a result of the Travel Agency's use of the System.

5. LEGAL AND INDUSTRY DUTIES

Each party represents and warrants to the other that the party complies with all applicable and material laws, statutes and regulations. Each party agrees to indemnify and hold the other party harmless from any loss, cost, including attorney's fees, damage or liability the other party may incur as a result of any claim, suit, or cause of action brought by any third party based upon facts constituting a breach of such warranty.

6. CONFIDENTIAL TREATMENT AND LICENSE TO USE SYSTEM AND OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

6.1. Nondisclosure. Each party shall hold in confidence all information received hereunder from the other party which is marked as the other party's proprietary, secret, or confidential information, and all technical information relating to the to CCRA travel.com Portal whether or not marked secret, confidential, or proprietary. Notwithstanding the foregoing, nothing received by either of the parties hereunder marked proprietary, secret, or confidential information shall be such if it is:

(a) published or otherwise available to the public other than by a breach of this Agreement by a party hereto, or (b) rightfully received by one party hereunder from a third party not obligated under this Agreement, and without confidential limitation, or (c) approved for release by that party designating the information as confidential information, or (d) known to the party receiving the confidential information prior to its first receipt of the same from the other party.

6.2. Necessary Disclosure.

Nothing set forth herein shall be considered as restricting either party from furnishing non-confidential information, including instructions and personal computer specifications, to customers and potential customers.

6.3. Survival.

The obligations of Section 6.1 above shall survive the termination or cancellation of this Agreement for any cause for a period of five (5) years.

6.4. License to use System

CCRA grants to the Travel Agency a nonexclusive and non-transferable license (without right to sublicense) to use the System solely to access the Products and Services during the Initial Period and any Renewal Period. The Travel Agency shall not have any rights to the System other than the rights expressly and unambiguously set forth herein. The Travel Agency acknowledges that all right, title and interest and Intellectual Property in the System and in all future modifications, enhancements, updates, revisions and/or new releases to the System, whether created by CCRA or the Travel Agency shall at all times vest in CCRA. The Travel Agency hereby assigns with full title guarantee all present and future Intellectual Property it may now own or in the future originate in relation to the CCRAravel.com portal and the System. The Travel Agency unconditionally, irrevocably and in perpetuity waives all moral and author's rights and rights of a similar nature under the laws of any jurisdiction in respect of the CCRAtravel.com portal and the System. At any time at the request of CCRA, the Travel Agency will perform all such acts and sign all documents or instruments reasonably necessary to enable CCRA to obtain its rights as stated above.

7. DAMAGE LIMITATION

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL CCRA BE LIABLE FOR ANY DAMAGE WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO LOST REVENUES OR PROFITS, LOST DATA, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION) RESULTING FROM OR IN ANY WAY RELATED TO THE USE OF ANY MATERIALS POSTED ON OR MADE AVAILABLE AT THIS WEB SITE OR ANY OTHER WEB SITE TO WHICH A LINK IS PROVIDED OR ON WHICH A LINK IS PROVIDED TO THIS WEB SITE, EVEN IF CCRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE BASED.

7. MISCELLANEOUS

7.1. Binding Nature.

This Agreement shall be binding upon and inure to the benefit of the estates, heirs, assigns, and successors of the parties.

7.2. Integration.

This Agreement, including all exhibits to this Agreement, contains the entire understanding between the parties, supersedes any prior written or oral agreements among them respecting the subject matter of this Agreement, and all prior negotiations concerning such subject matter are merged into this Agreement.

7.3. Amendments.

This Agreement may be amended by posting the new terms and conditions on the CCRA website.

7.4. Attorney's Fees.

If any action is brought to interpret or enforce this Agreement, the prevailing party in such action shall be entitled to recover all its costs, including reasonable attorney's fees as determined by the court, incurred by such party in such action.

7.5. Relationship of Parties.

Nothing in this Agreement is intended to or shall be construed to create a relationship of agency, partnership or joint venture between the parties.

7.6. Captions.

Any caption or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains the provisions of any paragraph or provision of this Agreement.

7.7. Governing Law.

This Agreement is, and shall for all purposes be deemed, construed and determined to have been made in the City of Agoura Hills, County of Los Angeles, State of California. This Agreement shall in all respects and for all purposes be governed by and construed in accordance with the laws of the State of California. Any action to enforce this Agreement, or for relief concerning any breach of this Agreement, or for declaratory relief with respect to this Agreement, or otherwise pertaining to this Agreement, shall be filed in the Central District of the Superior Court of the State of California for the County of Los Angeles and shall not be transferred or removed therefrom.

7.8 Force Majeure.

Subject only to the immediately following sentence, neither party is liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, provided that the affected party will use best efforts to resume normal performance.

7.9. This Agreement, and each and every covenant, condition or other provision herein contained, shall, upon the death, dissolution, merger, voluntary or involuntary bankruptcy, insolvency under any law, or other change, whether structural, organic or otherwise, of any of the parties hereto, apply to, be binding upon and inure to the benefit or burden, as the case may be, of their respective heirs, administrators, executors, legal representatives, assigns, successors and agents.

7.10. In the event that any provision of this Agreement is determined to be invalid, void, voidable or illegal, in whole or in part, by a final judgment of any Court of competent jurisdiction, such provision, to that extent only, shall be deemed to be severable from the remainder of this Agreement and shall be severed therefrom, and such severance shall in no way impair or invalidate any other provision of this Agreement or the severed provision to the extent it is not so determined to be invalid, void, voidable or illegal. If any provision of this Agreement shall be so determined to be invalid, void, voidable or illegal by reason of the scope or breadth of such provision, such provision shall be deemed valid, operative and legal to the extent of the scope or breadth permitted by law and shall be deemed invalid, void, voidable or illegal only to the extent that the scope or breadth thereof exceeds the scope permitted by law.

7.11. The parties hereto:

(a) shall from time to time hereafter perform such further acts and execute and deliver such further writings and instruments as may be reasonably necessary and requested by any party to this Agreement in order to facilitate, implement or assure the effectuation of the intent of this Agreement; and (b) shall at all times cooperate in good faith so as to smoothly effectuate the provisions of this Agreement, and each of them, and the intent thereof.

Please read carefully the terms and conditions of the Agreement before submitting the Registration Form. By clicking the "Submit" button at the bottom of the Registration Form, you agree to and accept all the terms and conditions of this Agreement. If you do not agree to and accept the terms and conditions of the Agreement or have any questions, please refrain from filling in and submitting the Registration Form. We may amend this Agreement at any time. The amended terms shall become effective automatically once they are posted on our site. This Agreement may not be otherwise amended except as described above. This Agreement was last revised on February 21, 2007.