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Default

If either Party breaches any material provision of this Agreement, the non-defaulting Party shall give written notice to the other Party, specifying the nature of the default. If such default is not remedied or substantial efforts acceptable to the non-defaulting Party are not made to remedy such default within thirty (30) days from receipt of such notice, then the non-defaulting Party may, at its option, either (a) suspend the performance of its obligations under this Agreement until such default is remedied, or (b) terminate this Agreement upon ninety (90) days prior written notice to the other Party. Either Party may also terminate this Agreement upon ten (10) days prior written notice to the other Party if: (w) the other Party begins liquidation or dissolution proceedings; (x) the other Party assigns a substantial portion of its assets for the benefit of its creditors; (y) bankruptcy proceedings or similar federal or state court proceedings are filed with respect to the other Party’s business; or (z) the other Party fails to pay its debts as they become due. Termination under this provision or any provision of this Agreement shall not relieve or release either Party from any rights, liabilities, or obligations accrued prior to the date of such termination.

2. Travel Industry Change

The Parties acknowledge that the travel industry is volatile and presents inherent risks of change outside the control of Telios Travel. A “Travel Industry Change” refers to changes including, but not limited to, operating rules and charges imposed by airlines, hotels, car rental companies, the Airline Reporting Corporation (“ARC”), Global Distribution Systems (“GDS”), credit card companies, and other distributors and suppliers. The Parties agree that upon written notice by Telios Travel of a Travel Industry Change materially increasing the cost to Telios Travel to perform its obligations hereunder, the Parties will renegotiate in good faith the terms of this Agreement. If the Parties fail to agree on new terms within thirty (30) days of such notice, Telios Travel may terminate this Agreement upon sixty (60) days’ written notice to the Client.

3. Data Protection

3.1 Compliance with Privacy and Data Security Laws.

Each Party warrants and represents to the other that it will comply with all applicable privacy and data security laws. The Client acknowledges and agrees that Telios Travel will collect, use, disclose, and transfer across borders personally identifiable information of the Client’s Travelers (“Personal Data”). To the extent that the Client provides Telios Travel with Personal Data, the Client agrees to ensure that its Travelers are informed of the foregoing and provide legally valid consent for the collection, use, disclosure, and transfer of their Data by Telios Travel. Telios Travel shall not attempt to collect, use, disclose, or transfer any Personal Data for any purpose other than as follows: (i) reasonably necessary to perform the Services or as otherwise necessary to fulfill Telios Travel’s obligations or exercise its rights under this Agreement, including using Personal Data to generate reports at the Client’s request; or (ii) as required by applicable law. The Client undertakes to provide only the Personal Data that is essential for Telios Travel to perform the Services, assumes sole responsibility for the accuracy of such information, and confirms its possession of valid and enforceable rights to disclose Personal Data for the purposes envisioned under this Agreement.

3.2 Traveler Profiles and Personal Data Ownership.

To facilitate the provision of Services to individual travelers and meet its obligations under this Agreement, Telios Travel will maintain, enhance, and expand Traveler Profiles. As between Telios Travel and the Client, the Client owns the Personal Data contained in these profiles; however, certain jurisdictions’ laws stipulate that the Personal Data within Traveler Profiles is owned by the Client’s Travelers. All templates for Traveler Profiles remain the exclusive property of Telios Travel, and the Travel Agent reserves all rights to them.

3.3 Exceptions and Use of Aggregate Data.

For clarification, the Client acknowledges and agrees that: (i) the provisions within this Section shall not curtail or otherwise limit Telios Travel’s authority to disclose information to a governmental authority, or a third party required by such authority, to the extent mandated by applicable law; and (ii) the provisions within this Section shall not restrict or otherwise impede Telios Travel’s entitlement to use data that is presented in aggregate form or structured in a manner that excludes Personal Data.

3.4 Survival.

The obligations outlined in this Section shall continue beyond the expiration or termination of this Agreement and remain in full force and effect.

4. Proprietary And Intellectual Property Rights

4.1 License to Intellectual Property.

TELIOS TRAVEL hereby grants the Client a limited, non-exclusive, royalty-free, and non-transferable license for the Term of this Agreement to utilize the intellectual property furnished by TELIOS TRAVEL to the Client in connection with the Services. This license is granted solely to use the Services in conformity with the provisions of this agreement.

4.2 Reservation of Rights.

All rights that are not explicitly conferred by this Agreement are unequivocally reserved to TELIOS TRAVEL and/or its Suppliers. Neither Party shall employ the trademarks, trade names, service marks, or logos of the other Party in any form of advertising, publicity, promotional marketing, or other material in a manner that is disparaging or derogatory. Nevertheless, TELIOS TRAVEL reserves the right to indicate in its presentation materials, including promotional website landing pages, to both prospective and existing clients, that it serves as the travel management company for the Client. Such usage of the Client’s name will be confined to this specific purpose unless the Client formally requests in writing to abstain from such utilization of logos, trademarks, and the like.

5. Confidentiality

The Client and TELIOS TRAVEL hereby mutually agree that all information obtained during the negotiation and/or administration of this Agreement (“Confidential Information”) related to the other Party shall be maintained in the strictest confidence and shall not be disclosed or released to any other entity, corporation, company, association, or individual for any purpose, except under the following circumstances:

It is expressly understood that this Section shall endure and remain in full force and effect despite any termination or expiration of this Agreement.

6. Disclaimer And Limitation Of Liability

6.1. Disclaimer of Warranties.

Except as otherwise explicitly stipulated in this agreement, the services provided hereunder are offered “AS IS.” TELIOS TRAVEL hereby disclaims all forms of warranties, whether oral, written, express, implied, or statutory, regarding the use, misuse, or inability to use the services, including their quality, accuracy, reliability, merchantability, title, non-infringement of third-party rights, fitness for a particular purpose, and the absence of errors or uninterrupted operation.

6.2. Limitation of Liability.

The total liability of either Party under this Agreement shall be limited to an amount equivalent to the total compensation paid by the Client to TELIOS TRAVEL in the six (6) months immediately preceding the claims. Notwithstanding, if a Party becomes liable to pay for any loss, cost, or expense before the end of the initial six (6) months of this Agreement, the liability for such loss, cost, or expense shall be restricted to the sum of compensation accrued at the time such obligation became due. Any such amount shall contribute to the total liability of the Party for subsequent claims.

6.3. Exclusion of Certain Damages.

Irrespective of any contrary provision in this Agreement, neither Party, nor its subsidiaries, affiliates, agents, employees, or representatives, shall be held accountable for any indirect, special, incidental, consequential, punitive, or exemplary damages arising from or related to this Agreement or the obligations herein.

6.4. Limitation of Supplier Responsibility.

In rendering Services, including but not limited to reservations and issuance of travel documents, TELIOS TRAVEL acts solely as an agent for the travel service Supplier. TELIOS TRAVEL neither guarantees nor insures the services provided by any Supplier.

6.5. Acts Beyond TELIOS TRAVEL’s Control.

TELIOS TRAVEL shall not be responsible for any actions, errors, omissions, injuries, losses, accidents, damages, delays, nonperformance, irregularities, or any resulting consequences that are beyond its control in relation to travel services. TELIOS TRAVEL is not liable for any defaults or neglect on the part of any Supplier. TELIOS TRAVEL does not assure or insure Supplier services. The provision of Services partly depends on Third-Party Information. TELIOS TRAVEL is not liable for the accuracy, completeness, timeliness, or sequencing of any Third-Party Information, or for any decisions made or actions taken based on such information. Regarding the collection of passenger data for air carriers or other vessels to meet governmental requirements, the Client waives and releases any obligations and liabilities of TELIOS TRAVEL related to such activities. TELIOS TRAVEL will not be held liable if supplied with incorrect data or if a Traveler changes plans without informing TELIOS TRAVEL.

6.6. Supplier-Related Damages.

TELIOS TRAVEL shall not be held responsible for direct or consequential damages arising from the aforementioned acts or omissions of any Supplier.

6.7. Recourse for Defaulting Supplier.

When proceeds from travel service sales are transferred to the Supplier, and the Supplier defaults before providing the paid service, the Client’s remedy for a refund shall be sought from the defaulting Party or through applicable insurance coverage.

6.8. Price Fluctuations and Information Errors.

TELIOS TRAVEL shall not be liable for any price fluctuations, schedule changes, equipment alterations, or accommodations modifications occurring after payment for travel services. TELIOS TRAVEL disclaims liability for errors or bias in reservations, fares, or other information provided by automated airline reservation systems.

6.9. Survival of Terms.

This Section shall continue in force notwithstanding any termination or expiration of this Agreement.

7. Indemnification

Each Party agrees to indemnify and hold harmless the other Party from any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising from the indemnifying Party’s breach or alleged breach of its duties or obligations under this Agreement. Furthermore, Client shall indemnify and hold harmless TELIOS TRAVEL from third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising from the breach or alleged breach of duties or obligations under this Agreement by Client’s affiliates.

8. Survival Of Obligations

Any obligations stemming from Services or responsibilities rendered prior to the expiration or termination of this Agreement shall endure beyond such expiration or termination and be fulfilled by the respective Parties.

9. Compliance With Laws

TELIOS TRAVEL warrants that all Services performed under this Agreement shall conform to all applicable state and federal laws. TELIOS TRAVEL commits to abide by provisions of the FAA, rules, regulations, and policies regarding air carriers and the regulation of ARC and IATAN.

10. Governing Law And Dispute Resolution

This Agreement shall be governed by and construed by the laws of the State of Florida. Both Parties waive the right to a trial by jury in any action or proceeding connected to this Agreement. Should a dispute arise from or relate to this Agreement and cannot be settled through direct discussions, the Parties commit to seeking resolution through mediation administered by the American Arbitration Association, with arbitration as the next step. The arbitration process shall follow the Commercial Arbitration Rules of the American Arbitration Association, with the arbitration taking place in Florida. The arbitration shall be governed by the laws of the State of Florida. The existence, content, and results of any arbitration conducted hereunder shall not be disclosed by either Party or arbitrator without the written consent of both Parties unless required by law.

11. Force Majeure

Neither Party shall be held liable for any delay or failure in performing any part of this Agreement during a period in which such Party’s performance is hindered by Force Majeure Conditions. If a Force Majeure Condition arises, the affected Party shall promptly notify the other Party, providing details of the Force Majeure Condition and efforts to mitigate its impact.

12. Relationship Of The Parties

The Parties are independent contracting entities under this Agreement. They are not to be construed as having any other relationship, including joint ventures, partnerships, joint employers, or principal and agent relationships.

13. Telios Travel’s Personnel

13.1. Exclusive Status and Human Resources

13.1.1. The personnel of TELIOS TRAVEL are designated as employees of and operate solely under the direction and supervision of, TELIOS TRAVEL. They are not considered employees of the Client. TELIOS TRAVEL retains the authority to make all determinations related to employment matters, including but not limited to compensation adjustments, bonuses, work schedules, and employment termination.

13.1.2. The Client acknowledges that TELIOS TRAVEL’s human resources policies, programs, and procedures shall be adhered to concerning TELIOS TRAVEL employees engaged in serving the Client. TELIOS TRAVEL regards all information pertaining to its employees as confidential and shall refrain from divulging any personal employee details to the Client.

13.2. Non-Solicitation and Employee Retention

13.2.1. During the effective period of this Agreement and for twelve (12) months subsequent to the conclusion of the Term or any Renewal Term, as applicable:

(i) The Client shall refrain from directly or indirectly enticing, or engaging in the recruitment of, any employee of TELIOS TRAVEL.

(ii) The Client shall abstain from encouraging, aiding, or partaking in the recruitment of any such employee by any other entity providing travel services to the Client that are substantially comparable to those offered herein.

13.2.2. The Parties concur that quantifying the specific damages incurred due to a breach of this provision is challenging. Therefore, they mutually agree that a reasonable estimation of liquidated damages for a breach shall equate to one-third (1/3) of the annual salary (or annualized hourly compensation) of the employee in question who was improperly recruited, solicited, or contacted.

14. Waiver And Severability

14.1. Waiver.

14.1.1. The failure of any Party to promptly exercise any of its rights conferred under this Agreement shall not serve as a waiver of, or impair in any way, the rights of that Party. Any waiver of rights must be conveyed in writing and duly signed by all Parties to this Agreement.

14.2. Severability

14.2.1. In the event that any provision within this Agreement is determined to be void or unenforceable by a competent legal authority, that particular provision will be enforced to the maximum extent possible within the constraints of applicable law, and the remaining provisions of this Agreement shall remain valid and in full force and effect.

15. No Assignment

15.1. Non-Assignable Rights and Duties

15.1.1. The rights vested in TELIOS TRAVEL and the Client under this Agreement shall not be subject to assignment, nor shall the obligations and responsibilities entrusted to TELIOS TRAVEL and the Client hereunder be eligible for delegation.

15.1.2. Notwithstanding the foregoing, TELIOS TRAVEL holds the prerogative to delegate any duty outlined in this Agreement to an affiliated entity. Such delegation is permissible under the condition that, in the reasoned business judgment of TELIOS TRAVEL, the affiliate is capable of rendering equivalent or superior services to the Client in conformity with the terms of this Agreement.

15.2. Assignment Under Specific Circumstances

15.2.1. Furthermore, either Party possesses the right to transfer its stake in this Agreement to any affiliated entity in the context of a merger, consolidation, or other forms of business amalgamation or restructuring. Such assignment is permissible when the assignee affiliate undertakes the continuation of the business activities previously conducted by the assigning Party.

15.2.2. For the purpose of this Section, the term “affiliate” is defined to encompass any entity directly or indirectly controlled by, exercising control over, or sharing common control with a Party. This includes instances where control is maintained through a direct or indirect influence.

15.2.3. In the event of an assignment, the obligations and rights articulated in this Agreement shall be binding upon the successors of both TELIOS TRAVEL and the Client. This pertains to responsibilities associated with the processing of information pertaining to the Client’s Travelers as conducted by TELIOS TRAVEL within the framework of this Agreement. This also includes compliance with all pertinent labor, privacy, confidentiality, secrecy, and data protection laws, regulations, statutes, guidelines, and directives.

16. Headings

16.1. Non-Inclusion in Agreement

16.1.1. The headings assigned to the sections herein and to the Exhibit(s) appended herewith are for the sake of convenience and organizational clarity. They are not intended to form an integral part of this Agreement or alter its substantive provisions.

17. Attorneys’ Fees

17.1. Legal Proceedings

17.1.1. In the event of legal proceedings arising between the Client and TELIOS TRAVEL due to alleged default by either Party under the terms of this Agreement, the prevailing Party in said action shall be entitled to obtain a judgment that includes reimbursement by the other Party for reasonable attorneys’ fees and costs incurred by the prevailing Party in connection with such legal action.

18. Survival

18.1. Continuing Effect

18.1.1. Any provision contained within this Agreement that anticipates performance or observance after the termination or expiration of this Agreement shall endure beyond such termination or expiration and shall maintain its full force and effect.


Definitions

Definitions of terms used throughout this Agreement, all Exhibits, and Amendments shall be as defined in the footnotes, attached hereto and incorporated herein by reference.


Notice. All notices, requests, demands, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and may be given by any of the following methods: (a) personally delivered, (b) sent by certified mail with return receipt requested, (c) sent by facsimile, (d) sent by email or (e) sent by other means which affords the sender evidence of delivery, attempted delivery, or rejected delivery, to the respective Parties. All such notices, requests, demands, waivers, and communications by means which afford the sender evidence of delivery, attempted delivery, or rejected delivery will be deemed to have been given and received at the date and time of receipt, attempted delivery, or rejected delivery; provided, however, any notice by fax or email must have evidence of delivery. A “read-receipt” received for email delivery and a fax confirmation page from the sender’s fax machine will be deemed evidence of delivery for notices sent by email or fax, as applicable. If notice is given in accordance with this Section by either of the methods described in (c) or (d) above, a copy of such notice shall also be delivered within two (2) business days of the “electronic” delivery of such notice.
“ARC” shall mean Airline Reporting Corporation.
“Automobile Rental” shall mean car rentals only and shall exclude other means of ground transportation.
“Client’s Traveler(s)” shall mean Client’s authorized officers, employees, and representatives authorized by Client to utilize the services provided in this Agreement.
“Concierge” shall mean select VIP Traveler(s) as designated by Client’s travel management who receive Concierge-type services and personal travel needs.
“Contact” shall mean any telephone call, fax, email, text, or other form of communication to a TELIOS TRAVEL agent affecting one data record; work performed on multiple records will be counted as multiple contacts.
“Domestic Reservations” shall mean reservations for travel within the 50 states of the United States.
“Effective Date” shall mean the date written in this Agreement
“Force Majeure Conditions” shall mean fire, flood, explosion, war, terrorist acts, strike, walk-out, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond a Party’s control and without the fault or negligence of the delayed or non-performing Party.
“FAA” shall mean the Federal Aviation Act.
“GDS” shall mean Global Distribution Systems.
“IATAN” shall mean International Airlines Travel Agents Network.
“Hourly Rate” shall mean a rate charged per hour for Services provided by TELIOS TRAVEL. The amount will vary depending on the type of Services being provided.
“International Reservations” shall mean reservations for travel outside of the 50 states of the United States.
“Lowest airfare” or “LA” shall mean the lowest airfare at the time of ticketing that is available in the GDS.
“LTA” shall mean Lost Ticket Application.
“OBT” shall mean an Online Booking Tool.
“Program Management” shall mean the services provided to act as the liaison between TELIOS TRAVEL and the Client.
“Renewal Term” shall mean each successive one (1) year period commencing at the end of the Term.
“Services” shall mean Travel Management Services and Enhanced Services, if applicable.
“Supplier” shall mean a third-party vendor with whom a reservation may be made, for example, airlines, car rental companies, hotels, etc.
“Transaction Fee” shall mean the charges applied to the booking of a transaction.
“TELIOS TRAVEL” shall mean Telios Travel Agency, dba Telios Travel Management or Travel Management Company. “Travel Arranger” shall mean the person in the Client’s organization in charge of making reservations for any number of Client’s Traveler(s).
“Traveler Profile” shall mean a document including personal information about Client’s Traveler.
“VIP Traveler(s)” shall mean select Client Traveler(s) as designated by Client’s travel management who receive personalized attention.
“Void/Refund/Exchange Processing” shall mean the act of voiding, refunding, or exchanging a transaction.

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