TERMS AND CONDITIONS OF AFFILIATION

TERMS AND CONDITIONS OF AFFILIATION

THE FOLLOWING TERMS AND CONDITIONS OF MEMBERSHIP SET FORTH IN THIS AGREEMENT SHOULD BE READ CAREFULLY. BY CHECKING THE BOX THAT INDICATES “I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, YOU GIVE YOUR CONSENT TO BE SUBJECT IN ITS ENTIRETY TO THE STIPULATIONS OF SAID CONTRACT.
FIRST – This contract stipulates the conditions under which the Associate and GLOBE TROTTERS AGENCY will maintain a commercial relationship during the term of this contract.
SECOND – PURPOSE OF THE CONTRACT.
The purpose of this Agreement is to establish the terms and conditions that shall govern the commercial relationship between GLOBE TROTTERS AGENCY and the ASSOCIATE. GLOBE TROTTERS AGENCY shall offer the intermediation service for the marketing of the Products and/or Services by the ASSOCIATE to the latter’s End Clients. Said intermediation shall be carried out through i) the integration of the Globe Trotters Agency Software in the Partner’s Website and ii) through the WEB Module whose operation and access is in production, this in accordance with the provisions of this Agreement and the Annexes that are an integral part of the same.
The commercial schemes under which GLOBE TROTTERS AGENCY’s commercial relationship with the Associate shall operate are described in the Annexes and shall be considered as an integral part of this Agreement.
The ASSOCIATE, in addition to the integration of GLOBE TROTTERS AGENCY software and access to the WEB Module, may obtain WEB DEVELOPMENT AND PPC CAMPAIGNS services if so agreed by the parties at the time of signing the contract.

THIRD – DEFINITIONS.
For the purposes of this Agreement, the terms listed below shall have the meanings set forth in this clause. The terms or phrases, which are not specifically defined in this clause shall have the meaning attributed to them in any other section of this Agreement or, in case they are not defined, in accordance with their general use and context, always complying with the purpose of this Agreement:
a. Globe Trotters Agency Software. Software owned by GLOBE TROTTERS AGENCY published on the network to ensure real-time access for consultation and marketing of its Products and Services.
b. WEB Module. Software owned by GLOBE TROTTERS AGENCY whose access is available exclusively for smart phones for the purchase of Products and Services of the ASSOCIATE and GLOBE TROTTERS AGENCY.
c. Partner. An intermediary company that markets GLOBE TROTTERS AGENCY Products and Services through access to the Partner Program.

d. Site https://globetrottersagency.com/. A site on the World Wide Web identified by its URLhttps://globetrottersagency.com/ and any subdirectories thereof.

e. Associate’s Web Site. World Wide Web site, owned and operated directly by the PARTNER, and identified with the address, domain or URL: indicated in declaration I of this contract plus all the portals registered under the Associate’s request and denominated within the Associate’s group.

f. Associate Assigned Pages. Pages of the site, which are specifically designed under the instructions of the PARTNER to be linked to the corporate image of the PARTNER’s Web Site.
g. End Customer. Person / client / customer / consumer or tourist who books Products and/or Services with GLOBE TROTTERS AGENCY through the ASSOCIATE Assigned Pages.
h. Force Majeure. Acts of God or force majeure are considered to be hurricanes, earthquakes, floods, winds that cause serious damage, explosions, war, revolutions, riots, fires, epidemics, acts of government of a general nature that prevent or delay any of the parties from fulfilling their obligations and, in general, any act of nature or of man other than those mentioned above, which are beyond the control of the parties and for which no fault or malice can be imputed to them.
i. Self-Service Platform It is defined as the section to which the Associate shall have access only by means of a User ID and Password, provided by GLOBE TROTTERS AGENCY for the administration of the Pages assigned to the ASSOCIATE.

j. Confidential Information. Refers to this Agreement including its attachments, technical specifications, rate and commission schedules, marketing plans, business strategies, Globe Trotters Agency Site interface restricted in its access, structure, XML feeds, programming codes, Associate’s Client data, all oral, written, graphic, magnetic, electronic or other tangible information relating to ASSOCIATE and any other information identified as confidential by the parties.
k. E-mail of the ASSOCIATE. It refers to the e-mail address indicated in the declaration of the present contract.
l. GLOBE TROTTERS AGENCY Email. Refers to the e-mail address info@globetrottersagency.com

m. XML. A computer protocol for the exchange of information specific to the interfaces between systems of the parties.
n. Products and/or Services. Are those air transportation services, lodging services, car rental, excursions, among others, commercialized by GLOBE TROTTERS AGENCY in its capacity as intermediary, for being services provided directly by the final suppliers and that are concentrated by GLOBE TROTTERS AGENCY in the Globe Trotters Agency Software and WEB Module that through the Associate’s Website are commercialized directly to the Final Client.
o. Contact Center. Telephone service center provided by GLOBE TROTTERS AGENCY for support or sale of the Products or Services.
p. Final Supplier. – Individual or legal entity in charge of rendering or providing the Products and/or Services directly to the End Client.

q. Payment Methods. Means the multiple alternatives to which the End Client will have access, in order to cover the payment of the Products and/or Services reserved by the End Client.
r. Online and Offline Reservations. Online Reservations are reservations generated directly through the Member’s Assigned Pages. Offline” reservations are all those reservations generated through other means, such as Contact Center, e-mail, among others.
s. Additional Services. Means the express request by the PARTNER to GLOBE TROTTERS AGENCY for the latter to carry out the development and programming of websites with the PARTNER’s own specifications.
t. Website Development. Means the design and programming of pages for the Associate’s Web Site.
u. Reservation Box. Programming created and owned by GLOBE TROTTERS AGENCY whose function is to serve as an access tool to the Globe Trotters Agency Software and the WEB Module.
FOURTH – OBLIGATIONS OF THE PARTIES
GLOBE TROTTERS AGENCY and the ASSOCIATE are obliged to comply with the obligations set forth in this contract, as well as the provisions of ANNEX A of this contract, which once signed by both parties shall form an integral part of this instrument.
FIFTH. – COMMISSION PLAN.
GLOBE TROTTERS AGENCY and the ASSOCIATE agree to pay the commissions set forth in ANNEX B of the present contract, which once signed by both parties shall form an integral part of the present instrument.

SIXTH – WEB DEVELOPMENT
If the ASSOCIATE wishes to obtain the Web Development service from GLOBE TROTTERS AGENCY, the parties shall agree upon signing the contract.
SEVENTH – PPC CAMPAIGNS
If the ASSOCIATE wishes to obtain the PPC Campaigns service from GLOBE TROTTERS AGENCY, the parties shall agree upon signing the contract.
EIGHTH – TERM.
The term of this Agreement shall be of 1 (one) year, and shall be renewed automatically upon its expiration in successive periods of 12 months (subsequent periods), unless either of THE PARTIES notifies the other Party in writing of its desire not to renew the same at least 30 (thirty) calendar days prior to the expiration date of any of the subsequent periods of the Agreement, and the term of the same shall be deemed to have been terminated without the need for any judicial declaration whatsoever.

NINTH – SUBORDINATION.
“THE PARTIES expressly agree that there shall be no labor relationship, neither de facto nor de jure, between GLOBE TROTTERS AGENCY and/or its personnel on the one hand and the ASSOCIATE and/or its personnel on the other hand, in the execution of the activities object of the present Contract, since the only relationship that exists between them is of a commercial nature.
By virtue of the foregoing, each of THE PARTIES undertakes to indemnify the other party from any contingency, claim, lawsuit and/or judicial or extrajudicial proceeding of labor or social security nature, arising from the labor relationship with its own personnel, since it is the responsibility of each of them to hire them, as well as the presentation of notices of registration of its employees or workers before the different public agencies that correspond to it in its capacity as employer, obliging itself to cover, if applicable, the damages and prejudices that this may cause to the other party, including the expenses, costs, and payment of attorney’s fees that it may have to pay. THE PARTIES acknowledge and agree that at no time shall GLOBE TROTTERS AGENCY and/or its personnel be subordinated or subordinate to ASSOCIATE and/or its personnel, nor shall they be subject to schedules or orders.
ASSOCIATE and GLOBE TROTTERS AGENCY for purposes of this Agreement shall not be considered joint investors or joint venture partners, partners or agents of each other, and neither has or shall have any power or authority to bind the other or to make any promises or representations on behalf of the other to any third party.
TENTH. – CONFIDENTIALITY.
All information that GLOBE TROTTERS AGENCY transmits or generates as a result of the execution of this Agreement, such as commission scheme, XML, Globe Trotters Agency Software, WEB Module, Associate Management System, as well as the information of the Agreement, commercial proposals, technical and commercial specifications, passwords, access controls, as well as any other information exclusive property of GLOBE TROTTERS AGENCY, as well as any other proprietary information of GLOBE TROTTERS AGENCY, shall be handled and considered as Confidential Information for the exclusive use between GLOBE TROTTERS AGENCY and ASSOCIATE, whether such Confidential Information is submitted, obtained or shared between GLOBE TROTTERS AGENCY and ASSOCIATE in written, verbal, visual, electronic or any other form.
Due to the foregoing, the ASSOCIATE and GLOBE TROTTERS AGENCY agree to keep, maintain in secret, not to disclose to third parties, not to use for their own benefit and not to reproduce by any means the information received from the other party, whether or not it is directly related to the object of this document.
The Confidential Information may only be used to comply exclusively with the purpose of this contract.
It shall not be considered as Confidential Information:
(a) When it is public knowledge or in the public domain;
b) When it has been developed or obtained prior to the execution of this Agreement;
c) When it is disclosed or must be disclosed by legal disposition of a competent authority; and
d) When it is expressly indicated by the party providing it that it is not of a confidential nature.
The ASSOCIATE may provide the Confidential Information only to its own personnel, and whenever it has the need to know such information in order to carry out the purposes specified in this Agreement, for such reason, each of the parties shall give instructions to its own personnel in relation to the confidentiality they must keep with respect to the information and the penalties to which they shall be subject in case of non-compliance.

By virtue of the fact that the Administration System for Associates, Globe Trotters Agency Software, WEB Module and in general any other software or source code subject of the present contract is exclusive property of GLOBE TROTTERS AGENCY and on which the use is provided to the ASSOCIATE, the latter agrees not to use such systems at the end of this contract and therefore not to disclose its operation, being Confidential Information exclusive property of GLOBE TROTTERS AGENCY.
The ASSOCIATE and the personnel under its charge, knows the scope of the crime of disclosure of Industrial Secrets provided for in the Industrial Property Law, and undertakes not to disclose the information to which it will have access.
The parties may not retain or keep unduly the Confidential Information that has been provided by the owner of the confidential information or to which it has had access by any means and that is considered as Confidential Information of any of the parties and may not disclose it even after the termination of the term of this Agreement.
ELEVENTH – INDUSTRIAL PROPERTY.
The ASSOCIATE acknowledges that the trademark “Globe Trotters Agency”, among others, are registered trademarks and industrial property rights for the exclusive use and exploitation of GLOBE TROTTERS AGENCY, therefore, by way of example but not limited to the other trademarks, logos, trade names, which appear in the Globe Trotters Agency Software, WEB Module or in the Globe Trotters Agency. com or that GLOBE TROTTERS AGENCY mentions or uses derived from the present contract, constitute Industrial Property rights that are registered or in the process of registration, and are therefore the exclusive property of GLOBE TROTTERS AGENCY or its affiliates or third party licensors directly with GLOBE TROTTERS AGENCY, which were duly provided for the execution of this contract, therefore GLOBE TROTTERS AGENCY has the respective authorizations and/or license of use and therefore the ASSOCIATE may not copy, reproduce, upload, publish, modify, transmit or distribute said rights or the content of said material.

Due to the foregoing, nothing contained in this agreement including its rights protected by applicable Industrial Property Law, International Laws and Treaties, may be considered by the ASSOCIATE as a license or right to use any of the Trademarks for any other purpose, or other Industrial Property rights without the prior written consent of GLOBE TROTTERS AGENCY, or as the case may be of the owners of such rights.
ASSOCIATE agrees not to alter GLOBE TROTTERS AGENCY’s Intellectual Property in any way, nor shall it be permitted to act in any way that may impair, denigrate or diminish GLOBE TROTTERS AGENCY’s Intellectual Property rights.

ASSOCIATE agrees not to use GLOBE TROTTERS AGENCY’s trademarks or trade names as domain names or register them as part of a domain name or place them as part of Internet Advertising without GLOBE TROTTERS AGENCY’s prior written consent.

The ASSOCIATE acknowledges that the use or printing of any logo, trade name, patent, utility models and/or business methods protected by the Industrial Property Law is for the exclusive use of GLOBE TROTTERS AGENCY, and shall not grant the ASSOCIATE any right, title or interest in Industrial Property.
GLOBE TROTTERS AGENCY reserves the right to monitor the quality of use of its Intellectual Property and shall notify ASSOCIATE immediately in writing if it becomes aware of any infringement of its Intellectual Property. Any inappropriate use of the content and of the Industrial Property of the present contract is susceptible of violation of the Industrial Property Laws, Mexican and foreign, of International Treaties, as well as rights consigned in the Civil, Penal and Commercial Code.
If the ASSOCIATE incurs in any inappropriate use of the content and Industrial Property of this contract, GLOBE TROTTERS AGENCY shall have the right to require him/her (a) to stop using the content that GLOBE TROTTERS AGENCY considers violates its Industrial Property rights (b) to stop copying in whole or in part, reproducing, republishing, uploading, posting, transmitting, distributing or distributing the contents of this contract, as well as to stop using the content that GLOBE TROTTERS AGENCY considers infringes its Industrial Property rights, upload, publish, transmit, distribute or modify the use of the content and the Industrial Property Rights derived from this contract (c) may require you to establish a proper use of your Industrial Property Rights or (d) may initiate the necessary legal proceedings to defend your Industrial Property Rights.
GLOBE TROTTERS AGENCY acknowledges that the ASSOCIATE is the owner of several trademark registrations and commercial notices that may be part of the inclusion in the page developed by GLOBE TROTTERS AGENCY and, therefore, is obliged not to initiate or promote that a third party initiate actions against the ASSOCIATE, in relation to the validity or ownership of these.
GLOBE TROTTERS AGENCY agrees not to use the Intellectual Property for its own benefit or for the benefit of any third party, including its use in sales, marketing or advertising publications, without the prior written consent of the ASSOCIATE. Likewise, GLOBE TROTTERS AGENCY agrees not to carry out any act by which the Intellectual Property is affected. In the event of any controversy, litigation, claim and/or dispute in connection with the aforementioned rights, GLOBE TROTTERS AGENCY shall notify the ASSOCIATE of the existence of such controversy, litigation, claim and/or dispute as far as the ASSOCIATE is concerned.
By virtue of the foregoing, the ASSOCIATE previously and in writing grants GLOBE TROTTERS AGENCY a universal, revocable, free license to use the trademarks and industrial property of the ASSOCIATE for the sole purpose of allowing GLOBE TROTTERS AGENCY to comply with the object of this agreement and in due course to develop the programming of the Pages Assigned to the Associate, GLOBE TROTTERS AGENCY and the ASSOCIATE, without such authorization of use being considered by GLOBE TROTTERS AGENCY as a license or right to use any of the ASSOCIATE’S Trademarks for any other purpose, or any other Industrial Property rights without the prior written consent of the ASSOCIATE, or if applicable, of the owners of such rights.

TWELFTH – COPYRIGHT.
The ASSOCIATE acknowledges, without limitation, that all texts, paragraphs, statements, specific combination of words, letters or phonetic elements, graphics, button icons, graphic design works, photographs, specific combination of colors and shapes, editorial material, printed formats, all types of programming, including any original expression of any form, language or code that results in the creation, programming of pages and/or Associate Assigned Pages, website programming and any other source code, software, computer programs, digital downloads, advertisements, appearing on the Globe Trotters Agency Software, WEB Module, Site. https://globetrottersagency. com/ and the Associate Management System, constitute Copyrights that are registered or in the process of being registered and are the exclusive property of GLOBE TROTTERS AGENCY, with ownership of patrimonial rights, or over which GLOBE TROTTERS AGENCY has the respective License of use or Authorization and were provided for the execution of this contract, therefore, the ASSOCIATE may not copy, reproduce, republish, upload, publish, transmit, modify or distribute such rights or content without prior written authorization from GLOBE TROTTERS AGENCY, where the ASSOCIATE may only and exclusively use it to comply with the purpose of this contract.

GLOBE TROTTERS AGENCY provides to the ASSOCIATE exclusively for the period of validity of this contract, a license of use and controlled access, limited and revocable at any time to the Globe Trotters Agency Software, WEB Module and the Administration System for Associates, which contains said protected industrial and intellectual property material, obliging the ASSOCIATE not to allow the use and access to unauthorized third parties and obliging to maintain its use protected and controlled at all times, taking the necessary precautions for access control and passwords that allow access.
Due to the foregoing, nothing contained in this agreement including the rights protected by the applicable Federal Copyright Law, and by International Laws and Treaties, may be considered by the ASSOCIATE as a license or right to use any of these Copyrights for any other purpose without the prior written consent of GLOBE TROTTERS AGENCY. And you are prohibited from using them in any application not permitted by GLOBE TROTTERS AGENCY or any other commercial use and which is outside the subject matter of this Agreement.
ASSOCIATE agrees not to alter GLOBE TROTTERS AGENCY’s Copyrights in any way, nor shall any action be permitted that would in any way impair, denigrate or diminish GLOBE TROTTERS AGENCY’s Copyrights. ASSOCIATE agrees not to place all or any part of GLOBE TROTTERS AGENCY’s Copyrights as advertisements on the Internet without GLOBE TROTTERS AGENCY’s prior written consent. ASSOCIATE acknowledges that the use or printing for its own use of GLOBE TROTTERS AGENCY’s Copyrights shall not grant to ASSOCIATE any right, title or interest in the Copyrights, GLOBE TROTTERS AGENCY reserves the right to monitor the quality of the use of its Copyrights and shall notify ASSOCIATE promptly in writing if it becomes aware of any infringement of its Copyrights.

Any inappropriate use of the content and Copyrights in the present contract is subject to violation of Federal, Mexican and Foreign Copyright Laws, International Treaties, as well as rights set forth in the Civil, Penal and Commercial Code. If the ASSOCIATE incurs in any inappropriate use of the content and Copyrights in the present contract, GLOBE TROTTERS AGENCY shall have the right to require the ASSOCIATE (a) to stop using the content and Copyrights, (b) to stop copying totally or partially, reproduce, republish, upload, post, transmit, distribute or modify the use of the content and Copyrights of the present contract (c) may require him/her to establish an adequate use of the Copyrights or (d) may initiate the necessary legal procedures to defend his/her Copyrights.
THIRTEENTH – PRIVACY AND OWNERSHIP OF PERSONAL INFORMATION.
a) Privacy Statement. THE PARTIES shall be solely and exclusively responsible for the personal data of the End Clients that each one collects and processes as a consequence of the commercialization of the Products and Services through the PARTNER. Both GLOBE TROTTERS AGENCY and the ASSOCIATE, in compliance with the legislation in force, are obliged to inform the End Clients, among other aspects, about the use that will be made of the personal data and the rights that protect them, as well as to include a privacy policy or notice depending on the activities that each one carries out in order to comply with the obligations undertaken in this Agreement, notice or policy that must comply with all the provisions of the legal and regulatory standards relating to the right to privacy and the protection of personal data, and must include access to its Privacy Notice or Policy and the Terms and Conditions governing the provision of its service, so that End Clients may access such information.
b) End Clients’ Information. GLOBE TROTTERS AGENCY, under no circumstances, shall be responsible for the personal data of the End Clients that the PARTNER treats or collects outside the purpose and obligations of the present contract, as well as for those legal actions that may be generated against it, derived from negligence, misuse, improper transfer or dissemination, improper transfer or dissemination of the End Clients’ personal data by the PARTNER, since it is its obligation to implement the standard security measures in the sector aimed at guaranteeing the privacy and confidentiality of the data and information collected directly from the End Clients.
c) Restricted Uses. The ASSOCIATE may not under any circumstances, during or after the term of this Agreement, sell, assign, transmit, disclose or in any way transfer any End Client’s Information that has been acquired by virtue of the fulfillment of the purpose and obligations of this Agreement. The ASSOCIATE shall not use the End Client Information in violation of any law, regulation or rule in force within the territory of the Mexican Republic, or in contravention of GLOBE TROTTERS AGENCY’s Privacy Policy.

d) Both parties agree that in the compliance or non-compliance of any obligation at their charge and/or with respect to any execution, omission, or act for which third parties may hold the non-complying party liable for any type of responsibility by virtue of this agreement and for the services that each one provides, the non-complying party shall be obligated to pay the other party the damages that its failure or omission in the compliance of this Agreement, the law and other applicable regulatory dispositions, its subsidiaries and/or affiliates may cause to the other party.
FOURTEENTH. INDEMNIFICATION.
Each Party agrees to indemnify, save and hold harmless the other party, its subsidiaries, affiliates, agents under its direction, directors, partners, employees and companies directly related to its operation, and will defend at its own expense including and not limited to reasonable attorney’s fees with respect to any claim, complaint and/or controversy, lawsuit, complaint, and in general any type of legal action that may arise and in which the other party will be involved as a result of: a) claim, complaint and/or controversy, lawsuit, complaint in general any type of legal action derived from the industrial and intellectual property material of each of the parties was provided to comply with the object of the contract and that such material infringes third party rights, results defamatory or creates direct or indirect damage to the other party or third parties b) claim, complaint and/or controversy, lawsuit, complaint in general any type of legal action derived from or that is directly related to the breach of any of the obligations assumed in this contract.
c) any claim before the Procuraduría Federal del Consumidor or any authority of similar nature, deriving from the Services, each party assuming its responsibility in the proportion that corresponds to it with respect to the services that each one provides.

FIFTEENTH. BANKING DISPUTES AND FRAUD DETECTION.
Given that the affiliation (bank terminal) is in the name of GLOBE TROTTERS AGENCY, the latter is obliged to defend the charges that in its case and as a consequence of bank disputes filed by the credit card holders, for which GLOBE TROTTERS AGENCY shall timely notify the ASSOCIATE of the dispute filed, so that THE ASSOCIATE provides all the necessary documents that in its case and in relation to the portion of its service, in the case of services offered jointly, are required for the timely defense before the corresponding Banking Institution, in which case and notwithstanding the defense made, the banking dispute is contrary to the interests of the parties, THE ASSOCIATE shall absorb the banking disputes or against charges directly related to the rendering of the services of THE ASSOCIATE.
SIXTEENTH – ASSIGNMENT.
THE PARTIES agree that the rights and obligations derived from this Agreement may not be totally or partially assigned to third parties under any title, whether onerous or free of charge, unless there is a written agreement between THE PARTIES.
SEVENTEENTH – EFFECTS OF TERMINATION AND/OR RESCISSION.
The breach of any of the provisions contained in this Agreement and its Annexes by any of THE PARTIES shall give rise to the termination of this Agreement or to the forced performance at the option of the non-breaching party, the foregoing, if within a period of 30 calendar days following the notice given to the party that breached any of its obligations, it has not satisfactorily resolved the causes of the breach. The termination will operate as of right and without the need for a judicial declaration when any of the following causes are present:

a) By order issued by the administrative or judicial authority declaring the nullity, non-existence or termination of this Agreement.
b) Due to suspension of payments, bankruptcy or the exercise of any bankruptcy action against it, insolvency, bankruptcy or liquidation.
c) For ceasing to have the capacity and technical, financial, human and material elements necessary for the execution of this Contract.
d) Due to the closing of operations of any of the parties.
e) If there is direct affectation to the intellectual and industrial property rights of any of the Parties.
f) If it is convenient to its interests, as long as the other party is notified in writing 30 working days in advance.
Upon termination and/or rescission of this Agreement, whatever the cause, THE PARTIES shall immediately terminate any of the licenses for the use of industrial property or copyrights that THE PARTIES have granted each other for the fulfillment of the obligations of this agreement.
Notwithstanding the provisions of this clause, the obligations pending performance at the time of termination or rescission of this Agreement shall continue after such termination or rescission, taking effect on the agreed terms, until their total performance and to the complete satisfaction of THE PARTIES, either in an enunciative but not limited manner: paying any amount or consideration remaining and unpaid between THE PARTIES at the time of the recission, comply with the payment of commissions, require the Final Service Providers to comply with the obligations contracted with the Final Clients in the terms in which they were reserved.

EIGHTEENTH – TAXES.
THE PARTIES agree that the taxes or duties of any nature caused as a consequence of the execution of this Agreement shall be paid by the party designated by law as taxpayer.
NINETEENTH – MANIFESTATION OF WILL.
THE PARTIES agree that for the execution of this Agreement there is no fraud, violence, eviction or vice whatsoever, declaring under oath that they agree in each and every one of the parts of this agreement.
TWENTY SEVENTH. – INDEPENDENCE OF CLAUSES.
Whenever possible, the provisions of this Agreement shall be interpreted in accordance with the applicable laws. However, if any provision of this Agreement is held to be prohibited or invalid under applicable law, such provision shall be deemed invalid without affecting or invalidating the remaining provisions contained in this Agreement.
TWENTY-FIRST – FORTUITOUS EVENT OR FORCE MAJEURE.
In the event that any of THE PARTIES is unable to comply with its obligations under this Agreement, its Annexes, and other documents and notices arising therefrom, due to circumstances of fortuitous event or force majeure, including but not limited to wars, insurrections, strikes, acts of authority, derailments, fires, floods, hurricanes, earthquakes, acts of terrorism or any other situation beyond its control, it shall be relieved from the performance of the obligations in question. For such purpose, the defaulting party shall notify the other party of the facts that originated the fortuitous event or force majeure within a term of 3 (three) business days as of the event in question, accompanying the notification with the justification of the fact. The foregoing provided that the defaulting party has not given reason for the event of fortuitous event or force majeure. In case the event of an act of God or force majeure lasts more than 30 (thirty) calendar days, the affected party may terminate this Agreement without any liability whatsoever.

TWENTY-THIRD – TITLES OF THE CLAUSES.
The titles of the clauses of this Agreement are only for ease of reading and handling, and it shall not be understood that they define or limit the obligations of THE PARTIES.
TWENTY-FOURTH – MODIFICATION OF THE CONTRACT AND SINGLE AGREEMENT.
THE PARTIES agree that any modification to this Agreement or its Annexes must be made in writing and signed by THE PARTIES, without this meaning the novation of this Agreement, which shall retain its value and legal force in everything that is not the object of the modifications.
THE PARTIES acknowledge that the present contract constitutes the only agreement with the object and obligations established in the present contract between them, for which reason any previous agreement, whether verbal or written, becomes null and void as of the date of signature of this contract.
TWENTY-FIFTH. – ADDRESSES FOR NOTICES AND NOTIFICATIONS.
THE PARTIES agree that all notices, notifications and communications between them shall be made in writing addressed to the other party and shall be sent by letter by certified mail or by specialized courier services with acknowledgment of receipt, to the addresses indicated in Clause One of this Agreement, as well as by fax and/or e-mail to the addresses indicated by THE PARTIES for such purposes. In the event of a change of address, they shall inform the other party 15 (fifteen) calendar days prior to the change, otherwise, the notification or notice given by the other party shall be deemed to have been legally given at the address indicated in this instrument with the person who is at the same.
For the due interpretation and fulfillment of this Agreement, the Parties expressly agree to submit to the jurisdiction and competence agreed upon in the Commercial Collaboration Agreement signed by both contracting parties.

ANNEX A: OBLIGATIONS OF THE PARTIES.
1.- Definitions.
Payment Details. – All commissions paid by GLOBE TROTTERS AGENCY to the ASSOCIATE shall be deposited in the bank accounts provided by the ASSOCIATE to GLOBE TROTTERS AGENCY for such purpose.
Commissions. Consideration received by the ASSOCIATE as a result of the commercialization of GLOBE TROTTERS AGENCY’s products and services through the Associate’s Site.

Additional Services. – Development and programming of the Associate’s website or Development and programming of the Associate’s Assigned Pages.
GLOBE TROTTERS AGENCY’s obligations to the ASSOCIATE.
I. Technical Support. As requested by the ASSOCIATE, GLOBE TROTTERS AGENCY will provide ongoing technical support to modify the Pages Assigned to the ASSOCIATE, at no extra cost and when these modifications are within GLOBE TROTTERS AGENCY’s reach, where it does not result in a significant cost for GLOBE TROTTERS AGENCY.

at its own expense all necessary and reasonable resources to keep the Pages Assigned to PARTNER available online during the term of this Agreement.
III. PARTNER’s Customer Service and Attention. GLOBE TROTTERS AGENCY shall assign sufficient personnel to assist PARTNER’s Clients with travel assistance, complaints and claims, as well as provide other travel services, such as transfers, car rentals, travelers insurance, tours and activities.
IV. GLOBE TROTTERS AGENCY agrees with the Partner, to maintain an adequate level of performance of the XML, and in case these present problems, to help the Partner to implement the booking engine via HTML, being at all times in the decision of the Partner the use of the XML even with certain areas of opportunity, where the impact on sales will not be at any time a consequence of the use of XML, or the cause of GLOBE TROTTERS AGENCY.
V. For such activity GLOBE TROTTERS AGENCY shall provide the ASSOCIATE with a 998 number with service in Mexico, a 1-800 number with service in the United States and Canada and a number for international calls, which shall be answered by 100% bilingual personnel. Said number shall have a personalized telephone label according to the phraseology designated by the ASSOCIATE.
VI. Access to Self-Service Platform. GLOBE TROTTERS AGENCY shall provide PARTNER with a username and password to allow PARTNER access to the Self-Service Platform. The Self-Service Platform shall make available to the PARTNER technical instructions, sales reports, reservation statistics, visits to the reservation engine and detailed data of the passengers that book on the PARTNER’s portal, as well as the details of the additional services that they purchase, such as ground transportation, car rental, tours, etc.
VII. GLOBE TROTTERS AGENCY Email. GLOBE TROTTERS AGENCY is obliged to keep the GLOBE TROTTERS AGENCY e-mail active and working and in case it is modified, it shall notify the ASSOCIATE 10 (ten) working days in advance, in writing and by means of an e-mail of the modification of such electronic account.
VIII. Data of the PARTNER’s Clients. Personal Data of the End Clients shall be understood as all information that GLOBE TROTTERS AGENCY has been able to obtain due to the provision of services under this contract or that comes from clients who have offered them through the pages assigned by GLOBE TROTTERS AGENCY to the ASSOCIATE. For such reason GLOBE TROTTERS AGENCY shall make such database available to the ASSOCIATE at any time the ASSOCIATE may require it and without reservation, through the “Administration System for Associates”.
IX. Content Updating. To keep updated the content and accuracy of the information, as well as the pictures of the services offered by GLOBE TROTTERS AGENCY through the pages assigned to the ASSOCIATE.
3.- Obligations of the ASSOCIATE with GLOBE TROTTERS AGENCY.
I. Implementation Website. PARTNER agrees to implement the Globe Trotters Agency Software only on the websites stipulated in this Agreement and the WEB Module.
II. Implementation Cost. Implementation of the Globe Trotters Agency Software on PARTNER’s Web Site and WEB Module is the responsibility of PARTNER and any costs resulting from implementation or modification of the software shall be borne by PARTNER.
III. Implementation Time. PARTNER agrees to use reasonable efforts to implement the Globe Trotters Agency Software and WEB Module within 25 business days.
IV. Updated Information. PARTNER agrees to keep the information posted on the PARTNER Web Site updated periodically and as it deems necessary.
V. Cloning of Content. The ASSOCIATE agrees not to reproduce the content such as; texts, photos, or graphic elements that are published on the Associate’s Assigned Pages on the Associate’s Web Site.
VI. Third Party Rights. The ASSOCIATE warrants to GLOBE TROTTERS AGENCY that the content of the ASSOCIATE’S Website does not violate or infringe any third party rights, including but not limited to intellectual property rights.
VII. Associate’s E-mail. ASSOCIATE assures to be aware of and to keep functioning the email address of the ASSOCIATE and in case it is modified, shall notify GLOBE TROTTERS AGENCY.
VIII. Associate’s Client Data. At the time GLOBE TROTTERS AGENCY makes the personal data of the End Clients available to the ASSOCIATE. The ASSOCIATE undertakes to:
a. Treat this data as Confidential Information.
b. To use such data only for purposes in accordance with the content and services of the ASSOCIATE’s Website.

c. To give them the treatment agreed in the Tenth Clause.
IX. XML Feeds. The ASSOCIATE accepts that GLOBE TROTTERS AGENCY offers the XML feeds without offering technical support on how they will be implemented in the ASSOCIATE’S Website, or to generate modifications in the same that may directly impact GLOBE TROTTERS AGENCY. It also agrees to treat the existence and structure of XML feeds as Confidential Information.
X. Additional Services. In the event that the ASSOCIATE requires additional services, they shall be subject to the terms, conditions and costs involved in their development, which shall be previously informed by GLOBE TROTTERS AGENCY.
XI. Immediate Information. THE ASSOCIATE shall immediately inform GLOBE TROTTERS AGENCY of any mail, complaint, suggestion, etc. from the End Client regarding GLOBE TROTTERS AGENCY’s products and services.
APPENDIX B. COMMISSION PLAN.
I. Notification of Settlement. GLOBE TROTTERS AGENCY agrees to send to the ASSOCIATE the corresponding settlement reports during the first 5 working days of the month to the Associate’s Email, as stipulated in the general contract. In the event that there are no commissions for not having reservations with effective departures in the corresponding period, the ASSOCIATE will not receive any notice.

II. Payment of Commissions. GLOBE TROTTERS AGENCY agrees to pay to the ASSOCIATE commissions in relation to the services of “Hotel”, “Transfers”, “Car Rental” and “Tours” booked by the Final Clients according to the percentages detailed in this ANNEX and after having received the corresponding invoicing of the services at Check out. For international transfer payments, the corresponding payment shall be made starting from USD 200 (two hundred US dollars), if the commission is less, the payment shall be withheld until accumulated.
III. The ASSOCIATE is obliged to send GLOBE TROTTERS AGENCY the corresponding invoicing for the collection of its commissions. In the event that the sending of the invoicing by the ASSOCIATE is after 9 months from the Check out of the services, GLOBE TROTTERS AGENCY shall charge the ASSOCIATE a fee corresponding to 50% of the total amount of the invoicing for administration expenses. In the event that the sending of such invoicing is after 12 months, disputes or discrepancies regarding the payment of such fees by the ASSOCIATE shall not be admissible.
IV. Final Profit. All commissions are calculated on the final profit of the reservation. It is understood as profit the difference of subtracting the public rate minus the net rate, the credit card commission and taxes.
Final profit = Sales amount – Taxes – Net rate – Credit card commission – infrastructure cost.
In the case of ticket issuance, the total amount paid for this concept is considered, minus tax, minus the final credit card commission, so for this concept the reduction of a net cost will not apply. The result of this exercise will give us the final profit, which will be divided according to the commission scheme, which is expressed in clause V, of this annex.
V. Reservation Modifications. Those reservations that have been modified after having been paid to the Associate previously will be recalculated and the difference will be reflected in the liquidation report.
VI. Commission Percentage. The commission percentage for “Online” reservations on the final profit will be determined by the parties at the signing of the contract. The percentage of commission for “Offline” reservations over the final profit will be determined by the parties at the signing of the contract.

Contact Info
Ciudad de Mexico
info@globetrottersagency.com