This Travel Agent / Agency Affiliate Agreement (“Agreement”) is entered into by and between the FreeTravel entities and the Affiliate Travel Agent or Agency.
The Parties to this Agreement are:
- FreeTravel, a company organized under the laws of Wyoming, United States;
- FreeTravel PTE. LTD., a company organized under the laws of Singapore; and
- FreeTravel (Beijing) Co., Ltd., a company organized under the laws of Beijing, China
(collectively, “FreeTravel”, “TripO”, “Company”, “we”, “us”, or “our”) and the Affiliate Travel Agent / Agency (“Affiliate”, “Agent”, “you”, or “your”).
Whereas
FreeTravel / TripO operates a global travel distribution, booking, and fulfillment platform (the “Platform”) that provides access to negotiated travel inventory, including hotel accommodations and related travel services, to travel agents and agencies worldwide; and Affiliate desires to participate in the TripO Travel Agent Affiliate Program to access inventory, book travel products for its clients, and earn commissions subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein, the Parties agree as follows:
1. Definitions
1.1 Affiliate Profile means the registration and account created on the TripO Platform by the Affiliate.
1.2 Bookings means reservations of travel products (including hotels and accommodations) processed through the Platform by the Affiliate for its clients.
1.3 Net Revenue means revenue actually earned by TripO attributable to Bookings, excluding taxes, fees, refunds, chargebacks, cancellations, no-shows, and other applicable deductions.
1.4 Commission means the percentage or fixed incentive payable to Affiliate based on Net Revenue from qualifying Bookings, as set out in Schedule A (Commission Schedule).
1.5 Annual Gross Booking Value means the total gross value of completed, non-cancelled, and non-refunded hotel bookings made by the Affiliate through the Platform within a calendar year.
1.6 No Resale Rate Restrictions means the prohibition on redistribution of TripO negotiated rates to third-party distribution channels except as expressly permitted by TripO under this Agreement.
1.7 Confidential Information means all proprietary, technical, commercial, pricing, rate, inventory, customer, and business information of TripO, whether disclosed orally, electronically, or in writing.
2. Appointment and Scope
2.1 Non-Exclusive Appointment
TripO appoints Affiliate as a non-exclusive travel agent affiliate authorized to promote and sell TripO travel products directly to end clients.
2.2 Global Scope
Affiliate may operate worldwide, subject to compliance with all applicable local laws, licensing requirements, and regulations governing travel agents and agencies.
3. Registration and Enrollment
3.1 Affiliate must complete the registration process on the Platform, provide accurate business, tax, and payment information, and successfully complete TripO onboarding requirements.
3.2 TripO reserves the right to approve, reject, suspend, or terminate any Affiliate account at its sole discretion.
4. Affiliate Obligations
4.1 Legal Compliance
Affiliate shall comply with all applicable laws and regulations, including consumer protection, travel licensing, anti-money laundering, and data protection laws.
4.2 Marketing Conduct
Affiliate shall use only accurate, truthful, and approved representations when marketing TripO products and shall not misrepresent pricing, availability, benefits, or terms.
4.3 Client Responsibility
Affiliate is solely responsible for its relationship with clients, including disclosures, advice, and after-sales service.
4.4 Rate Integrity
Affiliate shall not publish, redistribute, or otherwise make TripO negotiated rates publicly available on third-party platforms, metasearch engines, or OTAs without prior written authorization.
5. No Resale of Rates to Third Parties
5.1 Prohibited Distribution
Affiliate shall not export, scrape, syndicate, or redistribute TripO rate data, inventory, or content for resale or re-distribution.
5.2 Unauthorized Use
Unauthorized resale, API redistribution, rate leakage, or arbitrage constitutes a material breach of this Agreement.
5.3 Remedies
TripO may immediately suspend access, withhold commissions, terminate this Agreement, and pursue legal remedies.
7. Confidentiality
Both Parties shall maintain the confidentiality of all Confidential Information and use such information solely for purposes of this Agreement.
8. Intellectual Property
8.1 License
TripO grants Affiliate a limited, non-exclusive, non-transferable license to use TripO trademarks solely for approved marketing activities.
8.2 Restrictions
Affiliate shall not modify, misuse, or misrepresent TripO branding.
9. Representations and Warranties
9.1 By TripO
TripO represents that it has the rights to provide the services offered through the Platform.
9.2 By Affiliate
Affiliate represents that it is properly licensed (where required) and authorized to act as a travel agent.
10. Term and Termination
10.1 Term
This Agreement commences on the Effective Date and continues until terminated with 7 days written notice.
10.2 Termination for Cause
Immediate termination is permitted for material breach, including rate resale violations.
11. Indemnification
11.1 By Affiliate
Affiliate shall indemnify and hold TripO harmless from claims arising from Affiliate’s breach, negligence, or misconduct.
11.2 By TripO
TripO shall indemnify Affiliate for claims arising from TripO’s gross negligence or material breach.
12. Limitation of Liability
Neither Party shall be liable for indirect, incidental, or consequential damages, including loss of profits, to the maximum extent permitted by law.
13. Data Protection
Each Party shall comply with applicable data protection and privacy laws regarding personal information.
14. Governing Law and Dispute Resolution
14.1 Governing Law
This Agreement shall be governed by the laws of the United States.
14.2 Dispute Resolution
Disputes shall be resolved through good-faith negotiation, arbitration, or courts located in the United States.
15. Acknowledgement
By participating in the TripO Affiliate Program, Affiliate acknowledges that it has read, understood, and agrees to be bound by this Agreement.