TRUE Member Agreement

THIS AGREEMENT (the “Agreement”) is made and entered into as of the date of acceptance by the Member, by and between CCRA International, Inc., a Delaware corporation (hereinafter “CCRA”), and the individual, partnership, corporation, or limited liability company identified in the membership application (hereinafter “Member”).

WHEREAS, CCRA provides eligible travel agencies with a TRUE Number, a unique travel industry identification number that may enable an agency to be recognized by participating travel suppliers and receive commissions directly from those suppliers, subject to each supplier’s individual policies and requirements (hereinafter the “Membership”); and

WHEREAS, Member desires to become a TRUE-accredited travel agency under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, provisions, and covenants contained herein, CCRA and Member (each a “Party” and collectively the “Parties”) agree as follows:

1. MEMBERSHIP PROCESS

A. Vetting Process. The initial cost for Membership is a nonrefundable $399, with an annual renewal fee of $375, subject to CCRA’s published pricing at the time of renewal. Membership includes accreditation for one travel agency and up to 25 travel advisors operating under that agency’s assigned TRUE Number, subject to CCRA’s eligibility, registration, and verification requirements.

Upon submission of the application, Member must provide all documentation and complete all verifications required by CCRA to complete the vetting and accreditation process within 30 calendar days. Required documentation may include, but is not limited to, applicable state seller of travel registrations, state-required bonds and/or letters of credit, proof of business registration or fictitious name (DBA), identity verification, and any additional documentation reasonably requested by CCRA.

If the required documentation or verifications are not completed within 30 calendar days of application submission, the application will be temporarily denied. A CCRA representative will notify Member of the temporary denial and work with Member to obtain the outstanding documentation necessary to complete the accreditation process.

CCRA reserves the right to request additional information or verification as part of its accreditation review. Accreditation will be granted only upon successful completion of CCRA’s vetting and verification requirements. CCRA will communicate its accreditation decision within 14 business days after receipt of all required documentation and completion of applicable verifications.

B. Renewal. Membership is subject to annual renewal and continued compliance with CCRA’s TRUE Accreditation eligibility and verification requirements. Upon renewal, Member may be required to resubmit documentation or complete additional verification. Failure to satisfy renewal requirements may result in expiration of Membership and loss of the associated TRUE Number.

Members whose accreditation has been expired for more than 30 days must submit a new application and complete the accreditation process again. Expired TRUE Numbers may be reassigned in accordance with CCRA’s established policies.

C. Revocation. CCRA reserves the right to revoke Membership at its sole discretion without cause. If CCRA notifies Member that Membership has been revoked, Member shall immediately discontinue use of its TRUE Number and remove all TRUE branding and accreditation statements from Member’s print and digital media within 30 days.

D. TRUE Number Usage and Authorized Advisors. TRUE Numbers are issued and administered by CCRA and remain subject to CCRA’s accreditation policies. Member may use its assigned TRUE Number only while Membership remains active and in good standing.

Each TRUE Membership applies exclusively to the individual or legal business entity approved by CCRA during the accreditation process and its authorized travel advisors, up to a maximum of 25 advisors.

Authorized advisors must operate under the accredited Member’s business and be registered with CCRA in accordance with its applicable requirements. Member is responsible for ensuring that all authorized advisors and sub-agents comply with CCRA’s policies, applicable laws, and supplier requirements.

A TRUE Number may not be sold, transferred, assigned, leased, shared, or otherwise made available to any unrelated company, separate travel agency, or other business entity. A business partnership, referral arrangement, marketing affiliation, or other commercial relationship does not authorize another company to operate under Member’s TRUE Accreditation.

Any separate legal entity seeking TRUE Accreditation must independently apply for and obtain its own TRUE Number through CCRA’s accreditation and verification process.

Member shall not permit unauthorized individuals or entities to use its TRUE Number and shall promptly notify CCRA of any suspected unauthorized use.

E. Supplier Relationships. TRUE Accreditation does not guarantee acceptance, recognition, preferred status, commission eligibility, or commission payment by any travel supplier. Each supplier independently determines its own participation requirements, booking policies, and commission arrangements.

Member is responsible for complying with the applicable terms and conditions of each supplier and for managing its own supplier relationships and commission arrangements.

2. RELATIONSHIP OF THE PARTIES

A. Independent Contractor. Member and CCRA shall be independent contractors of each other. Therefore, each Party shall:

(i) Be free of supervision, direction, and control by the other Party;

(ii) Have the right to offer services to the general public;

(iii) Have the right to advertise its services anywhere;

(iv) Have its own business cards and company letterhead;

(v) Maintain and pay for its own facilities, equipment, and supplies;

(vi) Pay all of its own business expenses;

(vii) Set its own work schedules; and

(viii) Hire employees and independent contractors to perform services for it.

TRUE Accreditation does not establish an employment, partnership, franchise, joint venture, or host agency relationship between CCRA and Member. Member remains solely responsible for the operation, management, financial obligations, and regulatory compliance of its business.

B. No Authority. Unless authorized in writing by the other Party, neither Party shall sign, consent to, or represent that it is authorized to enter into any contract or agreement on behalf of the other Party.

C. Indemnification. Member shall indemnify, hold harmless, and defend CCRA from and against all claims by Member’s clients, employees, independent contractors, and suppliers arising out of or in any way related to the activities of Member and its employees and independent contractors, including but not limited to violations of U.S. Department of Transportation codeshare, full-price, and other regulations governing the sale of travel.

Member’s obligations under this paragraph shall survive termination of this Agreement.

A. Standards. In order to protect CCRA’s reputation and travel supplier relationships, Member shall:

(a) Comply with all applicable federal, state, and local laws and regulations governing travel agencies and travel advisors, maintain all required business registrations and licenses, and conduct business in accordance with generally accepted travel industry practices and ethical standards; and

(b) Maintain an active and legitimate travel-related business, satisfy CCRA’s TRUE Accreditation eligibility and verification requirements, and promptly notify CCRA of any material changes to the business information or credentials provided during the accreditation process.

B. Taxes. Each Party shall be solely responsible for its own applicable federal, state, and local taxes arising from its business activities under this Agreement.

Member shall maintain any tax identification numbers, registrations, and documentation required by applicable law. Each Party shall comply with applicable employment and workers’ compensation laws.

4. MISCELLANEOUS

A. Entire Agreement and Amendments. This Agreement contains the entire agreement between the Parties concerning the Membership and supersedes all prior agreements or understandings relating to its subject matter. No amendment, waiver, or discharge of any provision of this Agreement shall be effective against any Party unless that Party has consented thereto in writing, signed by an authorized representative of that Party.

B. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and permitted assigns.

C. Waiver. No failure or delay in exercising any rights or remedies pursuant to this Agreement shall constitute a waiver of any other right or remedy. Resort to one form of remedy shall not constitute a waiver of other available remedies.

D. Electronic Signatures and Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Electronic signatures and electronically transmitted copies of this Agreement shall have the same force and effect as original signatures, to the extent permitted by applicable law.

E. Severability. A ruling by any court that one or more provisions of this Agreement is invalid, illegal, or unenforceable shall not affect the validity or enforceability of the remaining provisions. This Agreement shall thereafter be construed as if the invalid, illegal, or unenforceable provision had not been included, but only within the jurisdiction of the court making such ruling.

F. Attorneys’ Fees. If suit is brought to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorneys’ fees, court costs, and expenses incurred in prosecuting or defending the suit, to the extent permitted by applicable law.

G. Governing Law and Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement and the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be governed by the laws of the State of Texas.

With respect to any suit, action, or proceeding related to this Agreement (“Proceedings”), each Party irrevocably:

(i) Agrees that this Agreement shall be performable in Fort Worth, Texas;

(ii) Submits to the exclusive jurisdiction of the federal or state courts located in Fort Worth, Texas; and

(iii) Waives any objection to the laying of venue in such courts, any claim that such Proceedings have been brought in an inconvenient forum, and any objection to the jurisdiction of such courts, to the extent permitted by applicable law.