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EXHIBIT 10.15
000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Bus: (000) 000-0000
Fax: (000) 000-0000
RENEWAL
INDEPENDENT TRAVEL AGENCY AGREEMENT
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Global Discount Travel and (Travel Agency:) 800 Travel Systems, Inc.
Services LLC
dba: 1-800 Low Air Fare
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000 Xxxxx Xxxxxxx Xxxxx (Address:) 0000 Xxxx Xxxxxxx, Xxxxx 000
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Las Vegas, Nevada 89119 (City, State & Zip:) Xxxxx, XX 00000
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000-000-0000 (Phone:) (000) 000-0000
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(ARC No.:) 10884845
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(Automation) Sabre
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(Pseudo City Code:) B8T3/I944
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TERMS
Effective Date: March 1, 1997 through Termination Date: February 28,
1998
This INDEPENDENT TRAVEL AGENCY AGREEMENT (the "AGREEMENT") is being
entered into as of the 1st day of March, 1997 by and between Global Discount
Travel Services LLC, a Nevada limited-liability company ("GLOBAL DISCOUNT
TRAVEL") and 800 Travel Systems, Inc., an New York [state of organization]
Corporation [entity type] ("TRAVEL AGENT"). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Global Discount Travel and Travel Agent agree as follows:
1. Global Discount Travel will sell tickets for passenger travel on
Trans World Airlines, Inc. ("TWA") at discounted fares ("TICKET(S)"), and
Travel Agent will solicit customers to purchase Ticket(s) from Global Discount
Travel and businesses, including corporations, partnerships, limited liability
companies, sole proprietorships, associations, unincorporated organizations or
other business vehicles (each a "COMPANY" and collectively, "COMPANIES"), to
enter into agreements with Global Discount Travel providing for the sale of
Tickets to such Companies (the "CORPORATE AGREEMENT(S)"). ALL TICKETS SHALL BE
SOLD WITHOUT ANY PUBLIC ADVERTISEMENT OR PUBLIC PROMOTION REFERRING DIRECTLY OR
INDIRECTLY TO TWA IN ANY WAY. ANY PUBLIC ADVERTISEMENT OR PUBLIC PROMOTION
REFERRING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, GLOBAL DISCOUNT TRAVEL OR
ANY OF ITS AFFILIATES MUST BE APPROVED IN WRITING BY GLOBAL DISCOUNT TRAVEL.(1)
TRAVEL AGENT AGREES AND ACKNOWLEDGES THAT IT MAY BE LIABLE IN MONETARY DAMAGES
FOR ANY BREACH OF THIS PROVISION.
2. ALL TICKETS SHALL BE NON-COMMISSIONABLE BY TWA.
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(1) See paragraph 16 of this Agreement.
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3. Travel Agent agrees to notify Global Discount Travel regarding
any Company that expresses interest in signing a Corporate Agreement, including
notifying Global Discount Travel of the appropriate contact person at such
Company. After a Company signs a Corporate Agreement, Global Discount Travel
will request that TWA establish a separate TWA Air Travel Plan account ("ATP
Account") for such Company for the purpose of tracking Company's purchase from
Global Discount Travel of Tickets issued by Travel Agent in accordance with
this Agreement ("CORPORATE TICKET(S)").
4. Travel Agent may issue Corporate Tickets to any Company which is
party to a Corporate Agreement and has an ATP Account. Each Corporate Ticket
will show TWA's full transportation fare, including transportation taxes, plus
all other fees and charges associated with the particular flight for which the
Corporate Ticket is purchased. Each Corporate Ticket shall also indicate the
appropriate ATP Account number in the form of payment box of the Ticket. Travel
Agent agrees and acknowledges that Global Discount Travel will charge Company
for all Corporate Tickets, and Travel Agent may not accept any form of payment,
other than the ATP Account number, for Corporate Tickets.
5. Travel Agent agrees to bridge its unique pseudo city code within
its computer reservation system to Global Discount Travel's computer
reservation system. Prior to issuing any Corporate Ticket, Travel Agent will
queue each passenger name record ("PNR") to Global Discount Travel. Global
Discount Travel will then perform a quality check with respect to such PNR and
return the applicable PNR to Travel Agent with any corrections to the PNR
noted. Upon receipt of the applicable PNR from Global Discount Travel, Travel
Agent will make all corrections noted and issue the Corporate Ticket to
Company. After issuance of any Corporate Ticket, Travel Agent agrees to queue
the applicable PNR to Global Discount Travel a second time to ensure that the
appropriate Corporate Ticket number is inserted in Global Discount Travel's
records. Global Discount Travel agrees not to access any PNR other than a PNR
queued to Global Discount Travel.
6. All Tickets shall be plated for travel on TWA and shall be issued
on standard industry or TWA ticket stock or through any other electronic or
"ticketless" method that TWA may from time to time adopt.
7. Travel Agent may order on behalf of customers additional TWA
Tickets, other than Corporate Tickets, from Global Discount Travel by calling
Global Discount Travel reservations at 0-000-000-0000 for domestic tickets,
0-000-000-0000 for international tickets, or by ordering such Tickets
electronically. To order Tickets electronically, Travel Agent must queue the
PNR, including the applicable term of payment in the PNR form of payment field,
to Global Discount Travel. Global Discount Travel will then perform a quality
check with respect to such PNR and establish the purchase price for each
Ticket. Global Discount Travel will communicate the price and any rules or
regulations related to such Tickets when the Tickets are ordered. Global
Discount Travel will accept from customers Visa, Mastercard, Diners Club,
American Express, Discover Card and such other credit cards as Global Discount
Travel shall designate by notice to Travel Agent from time to time as the sole
form of payment for all Tickets other than Corporate Tickets.
8. All Tickets, other than Corporate Tickets, will be issued by
Global Discount Travel and delivered to Travel Agent or Travel Agent's
customer, as per the customer's request. Travel Agent shall either authorize
Global Discount Travel in writing to use Travel Agent's unique Federal Express
billing number for the shipping and handling of Tickets or Travel Agent will be
charged a shipping and handling fee of $10.00 per 8 ounce Ticket order (which
may be amended from time to time in accordance with Federal Express' rules and
rates) for all Tickets issued by Global Discount Travel. This shipping and
handling fee shall be deducted from commissions paid in accordance with
paragraph 9 of this Agreement; provided, however, that if Travel Agent enters
into a separate arrangement with a Company pursuant to which Company agrees to
pay to Travel Agent a fee in lieu of Global Discount Travel paying commissions
to Travel Agent, Global Discount Travel shall xxxx Travel Agent for all
shipping and handling fees.
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9. For each Corporate Ticket issued by Travel Agent or other Ticket
ordered by Travel Agent from Global Discount Travel, Global Discount Travel
will pay to Travel Agent on a monthly basis (or such other basis as Global
Discount Travel and Travel Agent may agree) the following commission on the
transportation fare (exclusive of any taxes, fees and other charges) charged
and collected by Global Discount Travel, except where Travel Agent enters into
a separate arrangement with a Company pursuant to which Company agrees to pay
to Travel Agent a fee:
TICKET TYPE COMMISSION
Other 15% With Advertising/ 10% Without
10. PRIOR TO ANY SALE, TRAVEL AGENT MUST MAKE ALL CUSTOMERS AWARE OF
THE FOLLOWING:
a. All Tickets shall:
(1) BE VALID ONLY ON TWA FLIGHTS, WILL BE NON-ASSIGNABLE TO
ANY OTHER CARRIER AND NON-ENDORSABLE, EXCEPT WHEN INDUSTRY
RULE 240 OR ANY OTHER SIMILAR RULE, TERM OR CONDITION
APPLIES;
(2) NOT INCLUDE TICKETS ON FLIGHTS WHICH ORIGINATE OR
TERMINATE TRANSPORTATION IN ST. LOUIS, MISSOURI;
(3) BE SUBJECT TO AVAILABILITY AND TO TWA S NORMAL SEAT
ASSIGNMENT AND BOARDING PASS RULES AND REGULATIONS;
(4) NOT BE COMBINED WITH ANY OTHER SPECIAL OR PROMOTIONAL FARE
OFFER, DISCOUNT CERTIFICATE, COUPON OR SENIOR CITIZENS
DISCOUNT; AND
(5) NOT INCLUDE ANY TRANS WORLD EXPRESS FLIGHTS (7,000
SERIES), BLOCK SPACE FLIGHTS OR CODE SHARE AIRLINE
FLIGHTS.
b. Corporate Tickets are regular TWA tickets sold at a
discount. Accordingly, Corporate Tickets are subject to all the rules,
regulations and penalties associated with the particular ticket purchased,
except that any Corporate Ticket purchased pursuant to this Agreement that is
refundable may only be refunded through Global Discount Travel or the Travel
Agent that originally issued the Corporate Ticket. Further, Corporate Tickets
purchased pursuant to this Agreement which are totally non-refundable may be
applied in full to the purchase of other TWA Tickets sold pursuant to this
Agreement. Company may be charged a fee for any refund or reissuance of a
Corporate Ticket by Global Discount Travel or Travel Agent.
11. The TWA Frequent Flyer Bonus Program will apply to most Tickets,
subject to applicable rules as provided for by the TWA Frequent Flyer Bonus
Program. Travel Agent must inquire from Global Discount Travel as to whether
the TWA Frequent Flyer Bonus Program is applicable to particular Tickets.
12. Global Discount Travel or Travel Agent may terminate this
Agreement at any time upon fifteen (15) days prior written notice to the other.
The Agreement shall, in any case, terminate immediately and without notice upon
the occurrence of any of the following:
a. the breach by Travel Agent of any material term,
condition, representation or obligation under this Agreement; or
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b. in the event that any of the following occurs:
(1) a receiver is appointed for the Travel Agent or its
property;
(2) Travel Agent becomes insolvent or unable to pay debts as
they mature, ceases to pay debts as they mature in the
ordinary course of business or makes an assignment for the
benefit of its creditors;
(3) any proceedings, either voluntary or involuntary, are
commenced against Travel Agent under any bankruptcy,
insolvency or debtor relief laws; or
(4) travel Agent is, voluntarily or involuntarily, dissolved
or liquidated.
13. Travel Agent agrees and acknowledges that it will be responsible
for any costs or expenses incurred by Global Discount Travel, its members,
managers, subsidiaries, affiliates, employees, agents, consultants and
independent contractors arising out of Travel Agent's failure to act in
accordance with the terms of this Agreement, including, but not limited to, any
unauthorized use of an ATP Account or any other violation of the rules or
regulations regarding the issuance of Tickets.
14. Travel Agent is an independent contractor. Neither Travel Agent
nor Global Discount Travel shall be, nor shall either hold themselves out to
be, the agent of the other for any purpose whatsoever, and neither party has
the right or the authority to make or underwrite any promise, warranty or
representation, to execute any contract or otherwise to assume any obligation
or responsibility in the name of or on behalf of the other party, except to the
extent specifically authorized in writing by the other party. Neither Travel
Agent nor Global Discount Travel shall be bound by or liable to any third
persons for any act or for any obligation or debt incurred by the other toward
such third party, except to the extent specifically agreed to in writing by the
party to be bound.
15. The failure of Global Discount Travel or Travel Agent to enforce
at any time, or for any period of time, any provision of this Agreement shall
not be construed as a waiver of such provision or of the right of such party
thereafter to enforce each and every provision.
16. Any notice, demand or communication required, permitted or
desired to be given under this Agreement, including any request with respect to
approval of a public advertisement or public promotion, shall be in writing and
shall be deemed effectively given when personally delivered, sent by facsimile
transmission (receipt confirmed by phone) or mailed by prepaid certified mail,
return receipt requested, addressed as follows:
GLOBAL DISCOUNT TRAVEL
Global Discount Travel Services LLC
000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx X'Xxxx
FAX: 000-000-0000
With a copy to: Xxxxxx Xxxxxx Butowsky Xxxxxxx Shalov & Xxxx
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
FAX: 000-000-0000
TRAVEL AGENT
800 Travel Systems, Inc.
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxxx
FAX: (000) 000-0000
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or to such other address, and to the attention of such other person or officer,
as any party may designate, with copies thereof to the respective counsel
thereof as notified by such party. Upon receipt by Global Discount Travel of a
request by Travel Agent for approval of a public advertisement or public
promotion, Global Discount Travel will respond in writing to Travel Agent as
soon as practicable in the manner set forth above.
17. This Agreement constitutes the entire agreement among the parties
hereto and supersedes all prior agreements and understandings among the parties
with respect to the subject matter hereof. THE PARTIES AGREE THAT THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the parties have caused this
Agreement to be executed on its behalf by its duly authorized officers, as of
the date hereinabove first written.
GLOBAL DISCOUNT TRAVEL SERVICES LLC
By:/s/ Xxxxx X'Xxxx
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Name: Xxxxx X'Xxxx /s/6/24/97
Title: Manager
800 Travel Systems, Inc.
By:/s/ Xxxx Xxxxxxxx
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Name: Xx. Xxxx Xxxxxxxx
Xxxxx Xxxxxx Title: President
Regional Sales Director
[Signature Page for Independent Travel Agency Agreement]
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