ELECTRONIC FORMS LICENSE AGREEMENT

 

Revised 11.23.20

 

This License Agreement (“Agreement”) by and TRAVDOCS, LLC. d/b/a Travel Industry Solutions (TIS) and the User Travel Agent or Agency named in the forms subscription order placed by Travel Agency or Agency on TIS website shall become effective as of the date in which it is signed or authenticated by submission electronically.

 

WHEREAS, the Agent or Agency wishes to use and TIS desires to make available for the Agent or Agency to use, certain forms as described in the Form/Package Description on TIS web site (“Program Materials”), all in accordance with the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged TIS and the Agent or Agency hereby agree as follows:

 

License. When this Agreement is accepted by Agent or Agency as acknowledged on the website order, a binding contract between TIS and the Agent or Agency is created, and it cannot be cancelled except as stated in this Agreement. Subject to the terms and conditions of this Agreement, TIS hereby grants to the Agent/Agency, and Agent/Agency hereby accepts from TIS, a non-assignable, non-transferable and non-exclusive license (“License”) to use the materials specified in this Agreement hereto as they may be amended from time to time, together with any other forms and materials developed by TIS and supplied to the Agency/Agency for use in connection with the Program Materials. License is for the exclusive use of a single subscribing Agent or Agency unless Agent or Agency has a paid subscription for a group license. Shared use of password and log-in information with any other person is a violation of this license agreement.

 

Agent/Agency acknowledges and agrees that the Program Material are exclusively proprietary to TIS or its licensee, if any, and TIS and its licensee retain all copyright, trademark, service mark, trade secret, intellectual and other proprietary rights therein and no proprietary rights transfer to Agent/Agency with respect to any of the Program Material hereunder. Agent/Agency may not reproduce the Program Material or modify any information contained therein, in whole or in part, or in any form, including written or mechanical or electronically assisted duplication or modification, scanning, copying or recreating into electronic images or text formats. This reproduction restriction also applies to posting of any TIS licensed document to Agent/Agency website unless expressly agreed to by TIS. Furthermore, Agent/Agency may not sell, share, or distribute the Program Material without prior written permission from TIS.

 

1.    Term of License. The term of this Agreement shall be effective from the first day of the month of invoicing or the date documents are downloaded for the documents covered by this Agreement. License will renew automatically on an annual basis upon payment of the then applicable renewal fees unless cancelled according to terms shown herein.

 

2.    Usage. Agent/Agency may use the subject forms for on-site electronic reproduction only to document transactions with its own clients, to train its own employees, and to prepare and maintain user guides for its own employees. Agent/Agency shall not sell or distribute the subject property in any form or format for use by other institutions or individuals. It is understood that the Program Materials are designed to be used only in strict accordance with the terms and conditions of the Agents/Agency policy. The Agent/Agency also agrees to hold TIS harmless from any and all liability TIS may incur as a result of any deviation by the Agent/Agency from such procedures and assumptions. The preceding sentence shall survive any termination of this Agreement. TIS shall have the right to audit the Agent/Agency at TIS’s expense at any time during the Agent/Agency’s regular office hours with respect to all files and other written records pertaining to transactions related to this Agreement or to the License granted hereunder. Such right of audit shall continue for one year following the termination of this Agreement.

 

3.    Pricing. All prices are valid for 30 days. Each individual form or form package will have a License fee unless noted otherwise. If you have been given a package price for the forms listed there will be no reduction in the package price if you remove a form from the package. However, if you remove or cancel 25% or more of the forms in the package, TIS reserves the right to convert your package pricing to individual form pricing which may increase your overall forms cost.

 

4.    Payment Terms/License Fees. All invoices will be sent to the person listed on the website order unless otherwise specified by the Agent/Agency. Payment will be due in full upon receipt of invoice, or, if for a renewal period for their continued use, in the format agreed upon and as identified above, to Agent/Agency or to another party appointed by the Agent/Agency to receive the Program Material. Payments for annual license fee made by monthly credit card payments will equal the sum of the annual license fee owed even if payment is made monthly. If monthly payments are not received by TIS as scheduled, Agent/Agency subscription and warranty will be cancelled, and Agent/Agency must discontinue use of licensed documents. Agent/Agency shall be liable for any remaining unpaid annual license after cancellation.

 

5.    Billing: Agent/Agency will be billed according to the web site order. The billing will show the License fee. The amount equals the 1st year total price to be paid for the forms shown. Second and subsequent years will be billed annually in an amount equal to the annual license fee 45 days prior to the month your forms were sent to the Agent/Agency or third party for the upcoming year and will reflect the License Fee as shown on Travel Industry web site for the product(s) ordered. Once TIS has delivered the Program Material to directly to the Agent/Agency or to a third-party vendor (e.g. data processor) on the Agent/Agency’s behalf, payment to TIS for the Program Materials must be made according to the terms of billing and this Agreement, regardless of any delays on the part of the third party. Agent/Agency is solely responsible for any and all document mapping, programming, or updating costs from the third party.

 

6.    Delinquent Accounts. Past due accounts may be charged 2.5% per month of the billing total, subject to a minimum of $25 commencing on the 31st day after the date of billing.

 

7.    Cancellation/Termination. This license shall be terminable immediately by TIS in the event of any breach of the terms hereof; by TIS for circumstances beyond TIS control that prevent TIS from providing the service(s) described herein; or by the Agent/Agency upon written notice (see How to Cancel).

 

a.      Current Term Cancellation: In the event cancellation occurs during the course of the current license term, there will be no refunds or prorated refunds of license fees paid for that 12-month term.

b.     Renewal Notice Cancellation: You must cancel 45 days prior to the due date. (i.e. if your due date is December 1st, you must cancel no later than October 15th). The term will automatically renew on the due date (1st of the month) and license fees will be due and payable. There will be no refunds or prorated refunds of license fees for the new 12- month term for cancellations received any time after the 45 days.

c.       Order in Process Cancellation: In the event cancellation occurs during the processing of your order, you will be billed for any setup or processing charge. 

d.     How to Cancel: You must send a written cancellation letter TIS via email at support@email.com. The letter must include, a) the Agent/Agency name; b) your name and title; c) a list of the forms you wish to cancel; d) effective date of cancellation; and e) name and signature and date of person cancelling.

 

Should this Agreement (or any form covered by this Agreement) not be renewed by either party for any reason, the Agent/Agency agrees to immediately discontinue usage of the documents that are canceled or revised and delete all such canceled or revised documents (original or copies) from its files, systems, web site(s) including any designated third party. The Agent/Agency also understands that upon non-renewal or termination of this Agreement of any form covered by this Agreement, all support normally provided by TIS to Agent/Agency with respect to the Agreement or forms produced after the date of notice will cease as of the date of notice.

 

8.    Regulatory Updates. For clients that are current on the annual forms license, TIS shall exercise its best efforts to monitor compliance regulations and amendments to laws and regulations which may affect the legality of the Program Materials, and to provide TIS revisions to the Program Materials as required, together with instructions regarding implementation in a timely manner subject to limitations imposed by the time remaining from final rule date to rule effective date.

 

9.    Agent/Agency Requested Updates. Changes requested by the Agent/Agency after the Program Materials have been approved and delivered to a third-party processor or direct to the Agent/Agency may incur additional costs based upon the nature of the changes. This cost includes, but is not limited to, typesetting, re-proofing, re-setting data fields and resubmitting files to any third-party processor. An Order will be sent for approval of the costs prior to changes being made. TIS has the right to waive the additional cost, but such a waiver shall not be construed as a waiver of TIS’ right to charge for similar changes in the future.

 

10.  Unauthorized Changes. The Agent/Agency shall not in any manner modify or alter the Program Material without the express written consent of TIS. TIS will not be responsible in any manner for the effect of unauthorized modifications. Any such modifications shall be a violation of the copyright and of this Agreement.

 

11.  Warranties. In order to ensure state law and federal law compliance with regard to the use of the Program Materials, TIS suggests that the Agent/Agency consult with its own attorney in this regard before commencing its participation in the Program. TIS recommends that the Agent/Agency take steps to (i) ensure that the Program Materials are consistent with its policies, procedures, and data processing systems. TIS shall not be responsible for and makes no representation or warranty regarding policies, procedures, or data processing systems. TIS makes no representation, express or implied, other than the representations set forth in this Agreement.

 

12.  Legal Reviews. If a legal review is requested and you approve the charges, we will have the legal work done and send you copies of the opinion letter when your final bill is paid. Legal review hours are estimates and are provided for budgeting purposes only. Your final bill will reflect the actual time spent for legal review and may be higher or lower than the estimate. Legal opinions are valid as of the day they are written and remain valid only until such time that changes in applicable law occur, whether premised upon statutory or regulatory changes or judicial interpretation. In no event, however, shall the opinions remain valid beyond two years from the date of issuance.

 

13.  Miscellaneous. This Agreement constitutes the complete and conclusive understanding of the parties with respect to the matters addressed herein. No provision of this Agreement may be waived without the prior written consent of the party against whom enforcement of such waiver is sought. The terms and provisions of this Agreement may be amended, modified or added to at any time only by written instrument signed and acknowledged by the Agent/Agency and TIS in the event any claim or dispute informally, including referring the dispute to a mutually agreeable mediator. If informal resolution is not achieved, the dispute will be settled by a single arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered into any court having jurisdiction thereof. This paragraph will survive any termination of this Agreement.

 

14.  Governing Law. The laws of the State of Florida shall govern the validity, construction and enforcement of this Agreement.