TRAVEL AGENT AGREEMENT

Yeti Travel Co Summit and Summit Plus Membership Agreement

This Yeti Travel Co Summit and Summit Plus Membership Agreement (“Agreement”) by and between Yeti Travel Co LLC (“Travel Agency” or “Agency” or “Us, We”), a Utah Corporation located at 1150 E Riverside Dr. Suite 910715 Saint George, Utah 84790, and _________________ (name) an (individual or company) located at: (address) ________________________, (hereinafter the ”Independent Contractor”) collectively the party or parties:

WHEREAS, Travel Agency is in the marketing and sale of travel services and other products and services.

WHEREAS, Independent Contractor desires to sell Travel Agency’s services in accordance with the terms and conditions of this Agreement.

Now, therefore, the parties, for good and valuable consideration, the sufficiency of which is acknowledged by the parties, the parties agree as follows:

Effective Date:  The Effective Date of this Agreement shall be upon the Independent Contractor’s affirmation/typed name to this Agreement, account creation and/or checkout payment date whichever is sooner.

Term: The term of this Agreement is 12 months from the date of the Travel Agent Membership, (“Membership”) purchase or account creation whichever is sooner, the Initial Term. At the conclusion of the Initial Term, in the event the Agreement has not been terminated, this Agreement shall automatically be extended for an additional 12-month basis until terminated by either party. Agents who joined prior to Jan. 25th, 2024 are subject to a month to month agreement unless changed by amendment or additional contract/agreement.

Termination of Agreement: This Agreement is terminable prior to its expiration at the will of Travel Agency at any time for any reason or no reason. Independent Contractor shall notify Travel Agency 15 days prior to this Agreements expiration if they wish to terminate this Agreement barring any addendums. Notification of termination shall be sent by email from either party (Travel Agency emails: colin@yetitravel.com, support@yetitravel.com).

Effects of Termination on Compensation: Upon termination of this Agreement the Independent Contractor shall submit all outstanding commission requests within 15 days of their last completed (traveled) booking. After 15 days all commissions shall be forfeited and become the property of the Travel Agency. Exception: Upon a monthly subscriber’s cancelation, subscriber shall automatically terminate all pending commissions effective upon the cancellation date. No commissions shall be made after the date of termination.

In the event the billing credit card used by you fails to facilitate payment to us, all commissions will be forfeited to us.

Booking Transfers: Travel Agency does not transfer bookings to other agencies upon termination of this Agreement.

Failure to Notify of Termination: If Independent Contractor fails to notify Travel Agency of Agreement termination and/or is found to have joined or started a new travel agency or travel related business, Travel Agency, in its sole discretion, may withhold any outstanding Independent Contractor commissions, which will then become the property of Travel Agency.

Withholding of Commissions: Travel Agency may withhold any outstanding commissions if it believes Independent Contractor has broken any part of this Agreement. Independent Contractor will be subject to forfeiture of any and all outstanding commissions should they be found to have broken any part of this Agreement or any additional Agreements made between Agency and Independent Contractor.

No Disparagement: You will not disparage us including any virtual posting of reviews which put us in a negative light. Each violation of this section shall carry a $500 liquid damages penalty which you agree is an equitable amount based upon the nature of the damages caused to us.

Additional contracts/agreements: Additional contracts/agreements may be used by Travel Agency for special programs or offerings for Independent Contractor. Additional contracts and their terms do not release Agency or Independent Contractor from this Agreement and shall be considered “in addition to” this Agreement unless expressly stated otherwise.

Duties of Independent Contractor. The Independent Contractor is hereby retained by the Travel Agency as a self-employed business person, to sell travel and travel services to the public on behalf of the Travel Agency.

Commission Compensation: As compensation for the services rendered by Independent Contractor under this Agreement, the Independent Contractor’s commissions on sales will be calculated as follows:

Commission Amount:

1.    Base Commission
The Independent Contractor shall be entitled to seventy percent (70%) of the Gross Commissions received by the Travel Agency for sales of travel or services made by the Independent Contractor. All expenses relating to these sales shall be borne by the Independent Contractor. Payment shall be made within two (2) weeks after completion of travel by the client, provided that the supplier has paid the commission to the Travel Agency. If the supplier has not yet remitted payment, the commission shall be paid after the Travel Agency receives clear funds. The Independent Contractor shall also be entitled to 70% of Gross Commissions for their own travel bookings.

2.    Summit Plus Program Commission Structure.
If the Independent Contractor is enrolled in the Summit Plus Program and all applicable program fees have been paid in full, the following tiered commission structure shall apply based on total paid commissions earned within a single calendar year:

·       75% commission rate upon reaching $10,000 in total paid commissions.

·       80% commission rate upon reaching $30,000 in total paid commissions.

·       85% commission rate upon reaching $50,000 in total paid commissions.

Commissions will apply toward qualification thresholds only for sales made after the Agent has officially joined the Summit Plus Program. Pre-enrollment sales are excluded from all commission calculations.  It is the Independent Contractor’s responsibility to submit a Commission Increase Request to the Travel Agency to have their rate reviewed and adjusted.
Commission levels are reviewed annually. If, in any subsequent calendar year, the Independent Contractor’s total paid commissions do not meet the threshold required to maintain a previously achieved level, the commission rate shall be reduced to the appropriate level for the following year based on actual performance.  Adjusted commission rates will apply to all unpaid commissions moving forward. 

         Independent Contractor Expenses: All expenses relating to these   sales shall be paid one-hundred percent (100%) by the Independent        Contractor.

         Commission Payment: Payment will be made to Independent Contractor after the Independent Contractor’s client’s travel is completed, and Travel Agency’s commission from its supplier have     been paid in full. In the event the Travel Agency has not received its     full commission, Travel Agency, in its sole discretion, will determine      the Independent Contractor’s Commission Share.

         Method of Payment. Independent Contractor shall, within 45 days of          the end of travel, provide Travel Agency with a statement of   commission earned from completed booking based upon the     Commission Share accompanied by a Request for Payment.

         Commission Submissions shall be made through the Travel Agency’s          designated Commission Form.

         Disputes: All disputes concerning Commission Shares shall be          determined by Travel Agency in its sole discretion. All commissions     must be submitted no more than 60 days from the completion of         travel, or such commission is forfeited. It is the sole responsibility of         the Independent Contractor to submit its accurate, correct, and         complete Request for Payment within the time provided.

         Travel Agency shall report net earnings to the IRS (1099 form) for the          Independent Contractor and pay net to Independent Contractor.

         Independent Contractor: may receive the same Commission   Share on personal travel under the same conditions set forth herein.

         Confidentiality: Independent Contractor shall not share or publish     any Commission Shares it receives, or  received by other         Independent Contractors.

         Commission Share Modifications: Any and all Commission Share   modifications shall be in writing, dated and contain an authorized     signature of both parties, otherwise such modifications shall be unenforceable and void.

Travel Information Access: Travel Agency is entitled to review, approve and change all bookings under the Travel Agency name, without exception.

Supplier Emails: Independent Contractor may include their email to the supplier as a cc in order for Independent Contractor to receive supplier email confirmations, however, Travel Agency does not permit the Independent Contractor to “Change” the E-Mail address that is in the Travel Agency profile with suppliers.

Competition: Independent Contractor shall not conduct travel business outside of Travel Agency or their registered suppliers for commission. Independent Contractor may use third party travel companies when not being compensated. Independent Contractor shall not register themselves with any supplier for or on behalf of themselves or the Travel Agency, and may not be compensated for commissions independently.

Violations of the Supplier Email and Competition sections above are grounds for immediate termination of this Agreement and forfeiture of all unpaid commissions, in the sole discretion of the Travel Agency

Agent must submit a request to the Agency through email (colin@yetitravel.com, support@yetitravel.com) to request registration by the Agency for any new supplier.

Any Agent found to have received commissions directly from a supplier without the Travel Agency’s knowledge will be required to pay or return any and all monies received from the supplier to make Agency whole. Any outstanding commissions for the Agent, from any supplier, may be kept by Agency to make whole any lost monies plus up to $1,500 per instance to compensate Agency for time and work.

Acknowledgement of Independent Contractor Status: The Independent Contractor acknowledges and agrees that they are an independent contractor and not an employee, agent, partner, or joint ventures of the Travel Agency. The Independent Contractor has no authority to bind the Travel Agency or act on its behalf except as expressly authorized in writing. The Independent Contractor is not entitled to any employee benefits provided by the Travel Agency, including but not limited to health insurance, paid vacation, workers’ compensation, unemployment insurance, or retirement benefits.

Responsibility for Taxes and Compliance: The Independent Contractor shall be solely responsible for the full payment/estimated prepayment of all federal, state and local taxes, including but not limited to income taxes, self-employment taxes, FICA, and any other taxes or assessments arising from the compensation paid under this Agreement. The Travel Agency will not withhold any taxes or other amounts from payments made to the Independent Contractor, and the Independent Contractor agrees to timely file all required tax returns and make all required tax payments. The Independent Contractor shall also comply with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to those related to any required licensing, registration as self-employed seller of travel/independent contractor or outside sales person, permits, insurance, and reporting requirements which may be applicable.

Indemnification: The Independent Contractor agrees to indemnify, defend, and hold harmless the Travel Agency from any and all claims, liabilities, penalties, or expenses (including reasonable attorney fees) arising from the Independent Contractor’s negligence, failure to comply with tax obligations, licensing requirements, or any other legal obligations as an independent contractor or other claims arising under or related to this Agreement.

No Employee Benefits or Withholdings: The Independent Contractor acknowledges that the Company will not provide workers’ compensation, disability insurance, Social Security, or unemployment compensation coverage, nor any other statutory benefit typically provided to employees and that they are solely responsible for obtaining and maintaining any desired insurance coverage, including but not limited to general liability, professional liability or health insurance.

Reporting and Documentation: The Independent Contractor agrees to provide Travel Agency with any necessary documentation, such as a completed IRS Form W-9, to confirm their tax status and compliance with applicable laws. The Travel Agency may issue an IRS 1099-MISC or other applicable tax forms to report payments made to the Independent Contractor, as required by law.

Independent Contractor to Provide Own Business Supplies and Be Responsible for Own Expenses: Independent Contractor shall provide their own business cards and other promotional materials and shall otherwise be responsible for all expenses incurred in performing their duties under this Agreement.

Place of Work: The Independent Contractor shall choose where the work is to be performed, is not required to work on the premises of the Travel Agency, and is not required to answer the phones, or perform any other duties at the Travel Agency’s office.

Work Hours: Independent Contractor may work whatever hours he/she wishes. No fixed hours required by the Travel Agency. The Independent Contractor shall not be required to attend office meetings or office training sessions.

Risk of Loss/Profit Potential: Independent Contractor assumes the risk of incurring a loss if his/her share of sales commissions does not cover the Independent Contractor’s expenses. Similarly, Independent Contractor enjoys the right to earn a profit yielded by commissions shared pursuant to this Agreement.

Suppliers and Independent Contractors: Travel Agency does not guarantee any benefits from any supplier. Independent Contractor agrees to read and follow all rules concerning benefits from any supplier. Independent Contractor will not openly discuss, in any form, benefits offered or received. Independent Contractor agrees to contact Travel Agency regarding any questions pertaining to benefits.

While booking or using any benefit, Independent Contractor agrees to follow any and all codes of conduct and rules or terms put forth by the supplier or Agency. Independent Contractor will be polite and courteous to all parties involved this requirement extends to all Familiarization trips (FAM’s) which an agent may take or interact with suppliers or trips sponsored by us at destinations for agent experiences. You must always be on best behavior while associated with us for any reason.

Subcontracting and Assistants: Independent Contractor may engage assistants or subcontractors (“Contractor’s Assistants”) to aid in the performance of the Services. Contractor’s Assistants shall be bound by all terms and conditions of this Agreement, with the express exception of provisions related to commissions and payments from Travel Agency to Independent Contractor. Independent Contractor shall be solely responsible for: (i) any and all compensation due to Contractor’s Assistants; (ii) ensuring their compliance with the terms herein; and (iii) all acts, omissions, negligence, or wrongdoing of Contractor’s Assistants, including any claims arising therefrom by clients or other third parties. Contractor’s Assistants are not covered under any Errors & Omissions (E&O) insurance policy maintained by Travel Agency, and Independent Contractor is responsible for securing appropriate coverage for Contractor’s Assistants if desired. Subcontractors and/or Assistants are the full and sole responsibility of Independent Contractor. Independent Contractor’s Subcontractors and/or Assistants represent and bind the Independent Contractor.

Ownership of Customers: The parties acknowledge that all customers of the Independent Contractor are and shall remain the property of the Independent Contractor. If the Independent Contractor shall cease to be associated with the Travel Agency for any reason, all customers of the Independent Contractor shall be free to continue doing business with the Independent Contractor independently, or through any travel agency including this Travel Agency.

NON-SOLICITATION OF EMPLOYEES AND INDEPENDENT CONTRACTORS: At all times during the term of this Agreement and for a period of three (3) years or the maximum extent statutorily permitted, the Independent Contractor will not directly or indirectly solicit or encourage any employee or Independent Contractor of the Travel Agency to leave such employment or engagement with the Travel Agency, or directly or indirectly employ or engage in any capacity any current or former employee or Independent Contractor of the Travel Agency.

Breaking the non-solicitation term will result in damages of no less than $2,500 per Independent Contractor and $3,500 per employee and forfeiture of any un-paid commissions.

MALICIOUS OR ILL-INTENT FROM INDEPENDENT CONTRACTOR: Any action during this Agreement, and up to a period of three (3) years after the termination of this Agreement, deemed by the Travel Agency as malicious, injurious, disparaging, or ill-intended to hurt or disrupt the Travel Agency or Travel Agency’s character will be punishable by no less than $5,000 per incident and forfeiture of any un-paid commissions per section.

NON-COMPETE: Independent Contractor shall not start a competing host agency business, directly or indirectly, while under contract with Travel Agency or for a period of 3 years or the maximum statutory time allowable after termination of this contract.

Independent Contractor must notify Travel Agency if they are working with or have started a travel agency, Travel Agency has the right to terminate this contract immediately and Independent Contractor shall forfeit any outstanding commissions should Travel Agency choose to exercise their termination right.

This Agreement may be terminated immediately if Independent Contractor is working with multiple travel agencies.

Remedies: Any dispute, controversy or claim arising out of or relating to this Agreement shall be resolved exclusively through final binding arbitration, rather than through litigation in court except as otherwise provided herein. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single, neutral arbitrator selected in accordance with the rules of the AAA. The arbitration shall take place in St. George, Washington County, Utah. Each party shall bear its own costs and attorneys’ fees associated with the arbitration. The parties shall equally share the administrative fees and arbitrator’s fees. The arbitration proceedings and any related documents, including the arbitration award, shall be confidential, except as required by law or to enforce the arbitration award. The arbitrator’s decision shall be final and binding on both parties, and judgment on the arbitration award may be entered in any court have jurisdiction. The arbitrator shall have the authority to grant any equitable or legal remedies that would be available in a court of law, except that the arbitrator shall not have the authority to award punitive damages unless expressly permitted by law.

The parties expressly waive their right to a jury trial and agree that any arbitration will be conducted on an individual basis. No class, collective, or representative actions shall be permitted in arbitration.

This arbitration clause shall not apply to claims that cannot be arbitrated under applicable law, including but not limited to claims for injunctive relief.

Governing Law: This Agreement shall be exclusively governed by, construed, and enforced in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any disputes arising under this or related to this Agreement shall be resolved in accordance with the arbitration provisions set forth herein, subject to the governing law of the specified jurisdiction.

Severability: If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall be construed to meet the intent of the parties executing this Agreement.

Agent Code of Conduct: Independent Contractor agrees to abide by all posted rules and terms from the Travel Agency and any Supplier. The Independent Contractor agrees to act professionally and responsibly toward the Travel Agency, Suppliers and Clients. This includes but is not limited to:

BENEFITS: Independent Contractor will follow all terms and rules for benefits. This includes:

1.       Not discussing the benefits, publicly in any form;

2.       Directing all benefit questions to the Travel Agency Team; and

3.       Following all terms and rules posted by a Supplier

 

MONIES/INFORMATION: Independent Contractor will protect and follow all statutes, privacy compliance requirements, rules and regulations concerning monies and information including:

1.       All privileged information including Travel Agency emails, websites, tools, packets, supplier information and downloads

2.       All client information including names, emails, addresses, DOB’s, phone numbers and submitted forms

3.       All monies and payment information including credit cards, accounts and submitted forms

 

COMMUNICATION: Independent Contractor will follow and communicate professionally all rules, applicable laws, applicable state and/or federal regulations and terms from the Travel Agency and any Supplier including but not limited to the following:

1.       Social Media and website posts and pages;

2.       Any and All Booking Terms;

3.       Over the phone, through email, DM or text message;

4.       Will not engage or reach out to any supplier, executive or BDM without having spoken to the Travel Agency first and received written signed permission; and

5.       As further directed by Travel Agent.

 

Code of Conduct for FAM participation: Independent Contractors agree and acknowledge that their conduct impacts the reputation of Travel Agent. All FAM participation will require Independent Contractors to sign a code of conduct prior to any participation in FAM activities and failure to do so may result in immediate termination of this Agreement.

Entire Agreement: This Agreement represents the complete understanding of the parties with respect to the described herein. It may be modified by Travel Agency via the website at any time for any reason by us, so check back often. All commercially reasonable efforts will be made to notify the Independent Contractor (email, website posting) of any changes. Your continued use of the our services after any modification is your acknowledgement and consent to our modifications to this Agreement.

No waiver: Our waiver of any provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions including any similar provisions, nor shall any waiver on our part constitute a continuing waiver.