TRUE Member Agreement
THIS AGREEMENT (the “Agreement”) is made and entered into as of the last date written at the end hereof, by and between CCRA International, Inc., a Delaware corporation (hereinafter “CCRA”) and the individual, partnership, corporation, or limited liability company whose full legal name is set forth at the end of this Agreement (hereinafter “Member”).
WHEREAS, CCRA provides travel agencies with a TRUE Number, which is unique travel industry identification number that allows a travel agency to be recognized and paid directly by hundreds of travel suppliers and identifies the agency as a vetted, trusted seller of travel (hereinafter the “Membership”) and;
WHEREAS Member desires to become a TRUE accredited travel agency on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, provisions, and covenants contained herein made by CCRA and Member (each a “Party” and collectively the “Parties”), the Parties agree as follows:
- MEMBERSHIP PROCESS
- Vetting Process. The cost for the Membership is a nonrefundable $399 each year, for a maximum of twenty-five travel advisors in one company. Once Member’s payment has been received, CCRA requires all requested documentation and verifications needed to complete the vetting and accreditation process to be received within 30 business days after receipt of payment. If Member fails to provide all necessary documentation within the 30 days, the $399 payment is forfeited. These documents include but are not limited to any necessary state seller of travel licensure, state-required bonds and/or letters of credit, three business references as well as proof of fictitious name or DBA where required. Additional screening questions and/or verification of documentation is at the sole discretion of CCRA and must be provided within 30 days of CCRA’s request. CCRA will send an accreditation decision to Member within 14 business days after receipt of complete documentation.
- Renewal. Upon renewal of Membership, Member may be asked to resubmit the required documents, and the TRUE codes will only be renewed once documents have been resubmitted. Failure to resubmit documents, if requested, will result in the forfeiture of the TRUE code.
- Revocation. CCRA reserves the right to revoke the Membership at its sole discretion without cause. If CCRA notifies Member that its Membership has been revoked, Member shall remove all TRUE branding and accreditation statements from Member’s print and digital media within 30 days.
- RELATIONSHIP OF THE PARTIES
- 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.
- No Authority. Unless authorized in writing by the other party, neither party shall sign, consent to, or state that it is authorized to sign or consent to any contract on behalf of the other party and shall not sign any paper on behalf of the other party.
- Indemnification. Member shall indemnify, hold harmless, and defend CCRA from and against all claims by Member’s clients, employees, IC’s, and suppliers arising out of or in any way related to the activities of Member and its employees and IC’s, 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.
- EACH PARTY’S LEGAL STATUS
- Standards. In order to avoid jeopardizing CCRA’s reputation and travel supplier arrangements, Member shall: (a) adhere to all laws and ethical standards applicable to travel agencies and shall operate its business in a manner consistent with general accepted procedures in the industry; and (b) have one or more personnel who meet the minimum annual revenue requirements needed to obtain and maintain a travel agent card issued by IATAN.
- Taxes. Each party shall be responsible for the payment of all taxes arising out of its performance of duties under this Agreement, including without limitation, federal, state, and local income taxes. Each party shall have an employer identification number from the IRS number. Each party also agrees to comply with any state employment and workman’s compensation laws applicable to its employees. Each party’s obligations under this paragraph shall survive termination of this Agreement.
- This Agreement contains the entire agreement by and between the Parties, relative to the business arrangement provided for herein. No amendment, waiver or discharge of any provision of this Agreement shall be effective against any Party unless that Party shall have consented thereto in
- This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.
- No failure or delay in exercising any rights or remedies pursuant to this Agreement shall constitute a waiver of any other right or remedy pursuant hereto. Resort to one form of remedy shall not constitute a waiver of other available remedies.
- This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original of this Agreement and all of which, when taken together, shall constitute one and the same instrument. The parties hereto intend that facsimile copies of fully executed counterparts of this Agreement shall be binding and enforceable.
- A ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been included, but only within the jurisdiction of the court making the ruling.
- If suit is brought to enforce any of the provisions of this Agreement, then the prevailing party shall be paid by the other party all of the prevailing party’s costs and expenses of prosecuting and/or defending the suit, including, without limitation, the reasonable attorneys’ fees, court costs and expenses of the prevailing party.
- This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of this Agreement and the transactions contemplated hereby (whether in contract, tort or otherwise) shall be governed by the law of the State of Texas. With respect to any suit, action or proceedings related to this Agreement (“Proceedings”), each party irrevocably (i) agrees that this Agreement shall be performable in Fort Worth, TX; and (ii) submits to the exclusive jurisdiction of the federal or state courts in Fort Worth, TX; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction.