Elite Sports Tours Partner Program Terms and Conditions Agreement

After applying to register an account, Elite Sports Tours will review your application. Upon approval, to start using our Service, you must complete the registration process for one or more of the Services by providing all of the required information within the Account Information section of the Elite Sports Tours Partner Program platform. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. Before you can begin to access or use any of the Services, you must provide us with certain mandatory pieces of information, including but not limited to your legal name (and/or that of your business), address, telephone number, website address (if applicable) and e-mail address. We will also require you to provide bank and tax information. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

B.1 You agree and acknowledge that the Customer Information, the Elite Sports Tours Marketplace, the Travel Product Information, the Travel Product Links, the Elite Sports Tours website, and all information, technology and materials related thereto, and intellectual property rights therein and thereto, are the sole property of Elite Sports Tours or its licensors, and you may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly set forth in this Agreement.

B.2 If a license is granted to you under a set of Service Terms, you may offer and make available for purchase all or some of the Travel Products, but must display all Travel Product Information provided by Elite Sports Tours with respect to any Travel Product displayed or otherwise promoted by you. You may not add to, enhance, supplement, alter, modify or amend the Travel Product Information in whole or in part without Elite Sports Tours prior consent. You will promptly correct any errors or inaccuracies of which Elite Sports Tours notifies you. You may not systematically analyze or extract information (including guest reviews) from the Elite Sports Tours Marketplace or Sports Travel Agent Network Marketplace, and shall not copy, in whole or in part, the look and feel or content of the Elite Sports Tours Marketplace or Sports Travel Agent Network Marketplace, except as permitted under this Agreement, or otherwise authorized by Elite Sports Tours in writing. You shall make all Travel Product Information non-indexable by search engines.

B.3 Elite Sports Tours may make certain Participation Data available to you from time to time. You may display and/or distribute such Participation Data within your organization for internal business purposes only. No other internal or external distribution of any of the Participation Data is permitted. You acknowledge that you will not acquire any proprietary rights (including copyright and any other intellectual property rights) in the Participation Data and/or any of the Services, all of which shall be retained by Elite Sports Tours.

B.4 Unless otherwise stated in the Service Terms, all licenses granted to you are personal to you and you may not assign, mortgage, charge or grant any liens or other rights in or to the licensed rights or otherwise transfer or sublicense the licensed rights without the prior written consent of Elite Sports Tours.

B.5 You agree and acknowledge that all requests to purchase a Travel Product are subject to acceptance by Elite Sports Tours, in accordance with the terms and conditions specified on the Elite Sports Tours Marketplace or Sports Travel Agent Network Marketplace. Travel Products are subject to cancellation, restrictions and penalties, which vary and are detailed in the Travel Product Information for each Travel Product.

B.6 You will not register any domain name(s) containing the word Elite Sports Tours (or any similar misspelling of) nor contain any words relating to Elite Sports Tours. You are not authorized (directly or indirectly) to purchase, acquire, use or integrate trademarked terms or keywords (including variations and misspellings) that are identical or strikingly similar to those used by the other party or affiliates, or any related internet-domain names in association with advertising through paid search entries or other forms of online-advertising on platforms of third parties. Without prejudice to the generality of the foregoing, you are not permitted to engage in any use of Elite Sports Tours name or brand, including but not limited to use in any keyword brand bidding and/or the practice generally known as ‘ad hijacking’.

B.7 Each party grants to the other party the right to display that party’s names, logos, marks and trademarks only for the purpose of advertising the distribution partnership as permitted hereunder, identifying the source of the Travel Product Information and the parties’ responsibility for Customer service, or for similar commercially reasonable purposes. Notwithstanding the foregoing, you will submit to us all proposed uses of our names, logos, marks and/or trademarks, and will not publish or otherwise engage in any use the same without our prior written consent.

The term of this Agreement will start on the date of your completed registration of a Elite Sports Tours Partner Program account (“Elite Sports Tours Partner Program Account”) and shall continue until terminated by us or you as provided below (the “Term”). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time, including if we have reason to believe you have breached any term thereof. You may terminate this Agreement or any Service for any reason at any time by the means then specified by us. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly stated.

D.1 You represent and warrant to us that: (a) you have full power and authority to execute and deliver this Agreement, and have all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform your obligations and exercise your rights hereunder, and (b) you shall comply with all applicable international, federal, state and local laws and regulations (including but not limited to consumer protection and data privacy laws). If you are using the Services as a corporate entity, you further represent and warrant that such entity is duly organized and validly existing in accordance with the laws of the state (or country) of its incorporation, that it has full corporate power and authority to execute and deliver this Agreement and has all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations hereunder. You agree that you will not do or omit to do any act that, in Elite Sports Tours sole opinion, may be likely to cause Elite Sports Tours or the Elite Sports Tours Marketplace or Sports Travel Agent Network Marketplace to be disparaged, defamed, discredited or brought into disrepute. Without prejudice to the generality of the foregoing, you shall not either directly or indirectly: (a) publish or otherwise distribute any unauthorized, fake, fraudulent or misleading coupons, promotional codes, discounts or deals, and/or (b) do or attempt to do anything that may mislead or confuse a consumer in respect of any Travel Product (including but not limited to its price and/or availability), Supplier, and/or Elite Sports Tours business.

D.2 Each party represents and warrants that (a) this Agreement constitutes a legal, valid and binding obligation upon it, enforceable in accordance with its terms by appropriate legal remedy; and that (b) the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or other agency having jurisdiction over it.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ELITE SPORTS TOURS DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRAVEL PRODUCTS, TRAVEL PRODUCT INFORMATION, TRAVEL PRODUCT LINKS, ELITE SPORTS TOURS MARKETPLACE, SPORTS TRAVEL AGENT MARKETPLACE OR OTHER SUBJECT MATTER UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. ELITE SPORTS TOURS DOES NOT GUARANTEE THAT THE TRAVEL PRODUCT INFORMATION, TRAVEL PRODUCT LINKS, REFERRAL LINKS, ELITE SPORTS TOURS WEBSITE, PARTICIPATION DATA, ELITE SPORTS TOURS MARKETPLACE OR SPORTS TRAVEL AGENT MARKETPLACE WILL BE ALWAYS AVAILABLE, ACCESSIBLE, TIMELY, OR ERROR-FREE. ELITE SPORTS TOURS MAKES NO GUARANTEE, WARRANTY OR REPRESENTATION AS TO THE AMOUNT OF COMMISSION THAT MAY BE GENERATED BY YOU PURSUANT TO THIS AGREEMENT.

You will indemnify and hold harmless, and at Elite Sports Tours request defend, Elite Sports Tours (including without limitation all companies in the Elite Sports Tours group, Elite Sports Tours partners and Elite Sports Tours Affiliates) and any of their respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors and service providers (each a "Elite Sports Tours Indemnified Party") from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys' fees and court costs) incurred or suffered by a Elite Sports Tours Indemnified Party in connection with (a) any breach or alleged breach of this Agreement; (b) violation by you of any applicable laws, regulations or standards; or (c) your negligence or willful misconduct.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR LOSS OF PROFITS, OR COSTS TO PROCURE SUBSTITUTE GOODS, EVEN IF ADVISED OF THE RISK OF THE LOSS OR DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY TO YOU WILL NOT EXCEED $10,000. NONE OF THE FOREGOING LIMITATIONS SHALL APPLY TO YOUR BREACH OF SECTIONS H, I OR THE TERMS OF ANY LICENSE, YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR LIABILITY ARISING FROM YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS, REGULATIONS OR STANDARDS, FOR WHICH LIABILITY SHALL IN EACH CASE BE UNLIMITED.

During the course of your use of the Services, you may receive confidential and/or proprietary information relating to us, our corporate group, and/or to the Services that is not known to the general public (including, without limitation, all information pertaining to Commissions, the Elite Sports Tours – Sports Travel Agent Network, Elite Sports Tours Partner Program, the Agent Marketplace, and the terms of this Agreement) (“Confidential Information”). You agree that: (a) all Confidential Information will remain Elite Sports Tours exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.

I.1 Each party shall ensure that any collection, use and disclosure of Customer Information obtained by such party pursuant to this Agreement complies with Data Protection Laws. Neither party shall send any unsolicited commercial email or other online communication (e.g., "spam") to Customers. You shall take all appropriate measures to secure the confidentiality of Customer Information in your possession and to protect such Customer Information from unauthorized use or disclosure. If either party shares any personal data (whether Customer Information or otherwise) with the other party pursuant to this Agreement, the following terms shall apply:

I.2 Each party shall only process the personal data in accordance with the Data Protection Laws, including: (a) process the personal data lawfully, fairly and in a transparent manner in relation to the data subjects; (b) treat the personal data as confidential and ensure that its employees will treat the personal data as confidential; (c) only process the personal data for limited and specified purposes; (d) not retain the personal data for longer than is necessary to carry out the purposes for which it has obtained the personal data; and (e) implement appropriate security measures to protect the personal data, including appropriate technical and organisational measures, to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage, including inter alia: (i) the pseudonymisation and encryption of the personal data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to the personal data in a timely manner in the event of a physical or technical incident; and (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

I.3 Where either party becomes aware of inaccuracies of the personal data received from the other party, it will notify the other party thereof. I.4 Each party may transfer the personal data outside the European Economic Area if it complies with the provisions of the Data Protection Laws on the transfer of personal data to third countries. I.5 Each party will hold the other party harmless of any claims, damages, penalties and any costs or fees, of whatever nature incurred by the party or for which the party may become liable due to any failure by the other party or its employees or agents to comply with any of its obligations under this Section 9, or any Data Protection Laws.

I.6 If (a) Elite Sports Tours grants you a license to use the Booking & Payment APIs; or (b) Cardholder Data is otherwise transferred from your Partner Site to Elite Sports Tours; or (c) you obtain, use, transmit or otherwise store Cardholder Data pursuant to this Agreement, you shall comply with the following data security requirements: (i) You represent and warrant that your payment processing practices comply with PCI DSS requirements during the Term. (ii) You shall maintain security procedures to protect Cardholder Data in compliance with PCI DSS. (iii) You will ensure the security and integrity of the acquisition, use, transmission and storage of such Cardholder Data and will abide by applicable laws and regulations regarding the confidentiality, use and disclosure of such Cardholder Data. (iv) You shall notify Elite Sports Tours immediately if you determine that you are not compliant with PCI DSS, or you are notified by a Qualified Security Assessor (QSA) that you are not so compliant. (v) You shall comply with all applicable laws that require the notification of individuals in the event of unauthorized release of Cardholder Data. In the event of a breach of any of your data security obligations herein or other event requiring notification under applicable law, you agree to assume responsibility for informing all such individuals in accordance with applicable law. (vi) You shall notify Elite Sports Tours as soon as reasonably possible in the event of unauthorized release of Cardholder Data, within 72 hours of determining that a breach has occurred. (vii) You shall immediately remedy any security breach and prevent any further security breach at your own expense in accordance with applicable privacy rights, laws, regulations and standards. (viii) Upon Elite Sports Tours request, you shall provide evidence that you are compliant with PCI DSS, and that you have established and maintain technical and organizational security measures governing the processing of Cardholder Data and other Customer Information. You will promptly correct deficiencies in the technical and organizational security measures identified by Elite Sports Tours.

Payment of Commissions made under this Agreement may be made by Elite Sports Tours, and/or by other payment systems including but not limited to Automatic Data Processing, Inc (ADP) or Elite Sports Tours Inc. Financial Institutions.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and supersedes all prior and contemporaneous agreements, arrangements and understandings between the parties with respect to such subject matter. We may amend any of the terms and conditions contained in this Agreement (including any of the Service Terms) at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the Elite Sports Tours Partner Program platform or otherwise upon notification to you by any means, and you are responsible for reviewing and informing yourself of all applicable changes or notices. YOUR CONTINUED USE OF ANY SERVICE AFTER ELITE SPORTS TOURS POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. In no event will a waiver of any right hereunder constitute the waiver of the right in a future instance unless the waiver so specifies in writing. Any modification, amendment, or waiver effected in accordance with this Section shall be binding upon each of the Parties, and each of their respective successors and assigns.

You may not assign this Agreement in whole or in part or delegate any of its right or obligations hereunder without Elite Sports Tours prior written consent. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

If one or more provisions of this Agreement are held to be unenforceable under applicable law the parties agree to renegotiate the provision in good faith. In the event the parties cannot reach a mutually agreeable and enforceable replacement for the provision, then: (i) the provision shall be excluded from this Agreement; (ii) the balance of this Agreement shall be interpreted as if the provision were so excluded; and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

You may not issue a press release, advertisement or public statement concerning the existence or contents of this Agreement or the relationship of the parties without the prior written consent of Elite Sports Tours. Notwithstanding the foregoing, Elite Sports Tours may issue a press release, advertisement or public statement referencing you as a member of the Elite Sports Tours Partner Program (or user of any of the Services).

The relationship created by this Agreement is solely that of independent contractors and the parties hereby acknowledge and agree that nothing in this Agreement will be deemed to constitute either party as an employee or an agent of the other party. This Agreement will not be construed as constituting a partnership or create any other form of joint venture. Neither party will have any power or express or implied authorization to bind the other party or to assume or to create any obligation or responsibility, express or implied, on behalf of the other party or in the other party's name. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

Unless otherwise provided herein, all notices under this Agreement from you to Elite Sports Tours shall be in writing and shall be delivered to the address set forth below, and such notices shall be deemed to have been given upon receipt. Notwithstanding the foregoing, Elite Sports Tours may provide notices to you via email or by other online messaging tools in connection with amendments to this Agreement or otherwise (with such notices deemed to have been given upon sending/posting):

Elite Sports Tours, Inc.
Attn: Legal Department
1469 Gord Vinson Ave,
Courtice, ON L1E3J6

Any controversy, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder will be settled exclusively in accordance with Section R and S, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The English language version of this Agreement shall govern and all proceedings conducted shall be conducted in English.

This Agreement and the rights and obligations of the parties will be construed in accordance with and governed by the laws of the Ontario, Canada. You hereby consent to the exclusive jurisdiction and venue of courts located in Toronto, Ontario, Canada.

T.1 “Sports Travel Agent Network” means Elite Sports Tours booking platform for use by Agents (as defined in the applicable Service Terms), which may be accessible via www.elitesportstours.com/sports-travel-agent-network or such other URL that Elite Sports Tours may provide or update it to from time to time.

T.1 “Booking & Payment APIs” means one or more of the Elite Sports Tours APIs that are designed to transmit Cardholder Data to Elite Sports Tours for the purposes of Elite Sports Tours facilitation of a Reservation.

T.3 “Commission” means the commission payable by Elite Sports Tours to you as further described in the applicable Service Terms.

T.4 Commission Rate” means the percentage rate of Commission either as set forth in the applicable Service Terms, or as otherwise specified in your Elite Sports Tours Partner Program Account.

T.5 “Customer” means a person who purchases a Travel Product pursuant to the applicable Service Terms.

T.6 “Customer Information” means personally identifiable information of individual Customers, including name, address, phone number, e-mail address, date of birth, social security number, Cardholder Data, driver's license number, account numbers, PINs and/or passwords, and any other information that could reasonably identify a person or entity.

T.7 “Cardholder Data” means payment cardholder data of a Customer or any other person.

T.8 “Data Protection Laws” means all applicable laws, regulations and standards relating to data protection and privacy, including but not limited to Regulation (EU) 2016/679.

T.9 “End User” means a person who uses a Partner Site.

T.10 “Minimum Payment Threshold” means fifty Canadian Dollars (CA$50.00).

T.11 “Participation Data” means any information, analytics, content and/or intelligence that is made available to you through your use of the Elite Sports Tours Partner Program.

T.12 “Partner Site” means any website, platform, channel and/or application owned, operated and maintained by you.

T.13 “PCI DSS” means Payment Card Industry Data Security Standard

T.14 “Reservation” means the purchase of a Ticket or Travel Product by a Customer.

T.15 “Retail Rate” means the rate for retail sale of a Travel Product to a Customer via the Elite Sports Tours Marketplace.

T.16 “Supplier” means the third-party provider of a Travel Product.

T.17Travel Product” means a travel- and/or tourism-related tour, excursion, activity, venue, ticket, experience and/or related service.

T.18 “Travel Product Information” means any information related to a Travel Product provided to you by Elite Sports Tours under this Agreement.

T.19“Undesirable Material” means any material that a reasonable person may regard as offensive or that is illegal including, but not limited to defamatory or potentially defamatory, abusive or indecent material, expressions of bigotry, racism, sexism, ageism, hatred or profanity, information about illegal activities, material promoting harm or injury to any group or individual, any material likely to breach confidence, copyright, privacy and other rights and/or any material that is defined as prohibited content or potentially prohibited content or is illegal content under applicable laws in any jurisdiction.

T.20 “Elite Sports Tours Marketplace” means the online marketplace operated by Elite Sports Tours on which Travel Products are marketed and made available to purchase.

T.21 “Elite Sports Tours Terms and Conditions” means the terms and conditions hosted at https://www.elitesportstours.com/partner-terms or via such other link as Elite Sports Tours may determine on the Elite Sports Tours Marketplace or Sports Travel Agent Network Marketplace.

T.22 Exchange Rate / Currency Conversion rates are based on various publicly available sources. Any reservations made will be charged in the selected currency. Exchange rates may vary in real-time.

The Elite Sports Tours Agent Program is a Service that enables Agents (as defined in these Service Terms) to access the Sports Travel Agent Network Marketplace for the purpose of purchasing Travel Products on behalf of Customers, and/or of sending Referral Links to Customers to facilitate their purchases on the Elite Sports Tours Marketplace, and to earn Commissions from Elite Sports Tours.

These Service Terms are part of the Elite Sports Tours Partner Program Agreement but, unless specifically provided otherwise, concern and apply only to your participation in the Elite Sports Tours Agent Program. Unless defined in these Service Terms, all capitalized terms have the meanings given to them in the Elite Sports Tours Partner Program Agreement.

I-A Partner Agents, Affiliated Agents and Unaffiliated Agents.

I-A.2 OvProvisions Applicable Only to Partner Agents. If you are a Partner Agent, then you agree to the following:

I-A.1 Overview. There are three categories of Agents permitted by Elite Sports Tours to participate in the Elite Sports Tours Agent Program: Partner Agents and Unaffiliated Agents. If Elite Sports Tours authorizes you to permit Agents to process Transactions under your Elite Sports Tours Partner Program Account, then you are a Partner Agent. If you have been invited by a Partner Agent to register for use of the Sports Travel Agent Network Marketplace and/or are authorized by a Partner Agent to process Transactions on their Sports Travel Agent Network Marketplace account, then you are an Affiliated Agent. If that doesn’t apply to you, then you are an Unaffiliated Agent.

I-A.2.1Use of Your Sports Travel Agent Network Marketplace Account. You are responsible for any use of your Sports Travel Agent Network Marketplace account, including with respect to any access or use of your account by your Affiliated Agents.

I-A.2.2 Commercial Terms and Commissions. You are also solely responsible for determining any commercial terms between you and your Affiliated Agents with respect to Transactions processed by such Affiliated Agents under your Sports Travel Agent Network Marketplace account, including the amount of and payment terms applicable to commissions or other fees, if any. Affiliated Agents shall look solely to you, and not Elite Sports Tours, for any payments related to Transactions processed under your Sports Travel Agent Network Marketplace account.

I-A.3 Provisions Applicable Only to Affiliated Agents. If you are an Affiliated Agent, then you agree to the following:

I-A.3.1 Use of Partner Agent’s Sports Travel Agent Network Marketplace Account. Your use of your Partner Agent’s Sports Travel Agent Network Marketplace account is subject to (a) your Partner Agent’s continuing authorization, (b) your Partner Agent’s continuing good standing under the Elite Sports Tours Agent Partner Program, and (c) your compliance with the terms of this Agreement. You acknowledge and agree that your access to your Partner Agent’s Sports Travel Agent Network Marketplace Account may be rescinded by your Partner Agent at any time, in their sole discretion.

I-A.3.2 Commercial Terms and Commissions. You are solely responsible for determining any commercial terms between you and your Partner Agent with respect to Transactions processed by you under their Sports Travel Agent Network Marketplace account, including the amount of and payment terms applicable to commissions or other fees, if any. You shall look solely to your Partner Agent, and not Elite Sports Tours, for any payments related to Transactions processed by you under your Partner Agent’s Sports Travel Agent Network Marketplace account.

I-A.3.3 Provisions Inapplicable to Affiliated Agents. The following provisions of this Agreement are inapplicable to you: I-F (Commissions; Payment), and I-I (Insurance). You acknowledge and agree that the remaining provisions of this Agreement are applicable to you.

I-B.1 Elite Sports Tours may make Referral Links available to you for use as described in this Agreement. You shall not modify the Referral Links in any way. Elite Sports Tours shall not be responsible for errors that occur in the tracking of Referred Transactions if you have made, or caused, any such modification. You acknowledge and agree that it is your responsibility to properly format all Referral Links. I-B.2 You shall only post or share Referral Links on your own website and/or social media pages/feeds controlled by you. You may use Referral Links within e-mails, but solely to the extent that such emails are sent by you to persons who have provided you with explicit consent to receive such emails.

I-B.3 Elite Sports Tours may at any time, without prior notice, remove any or all Referral Links, require you to remove any or all Referral Links, or modify any or all Referral Links.

I-B.4 Elite Sports Tours will pay you Commissions on Referred Transactions, subject to the exclusions set out below and in accordance with these Service Terms and the terms of the Agreement. A “Referred Transaction” occurs when, during the term of these Elite Sports Tours Agent Program Service Terms: (a) a person clicks through a Referral Link to the Elite Sports Tours Marketplace, and (b) during the same user session, that person purchases a Travel Product (thereby becoming a Customer). If a person initially visits the Elite Sports Tours Marketplace using a Referral Link, any Travel Product purchase completed by such person within thirty (30) days (whether or not made via a Referral Link) will count as a Referred Transaction if it otherwise meets the requirements of this Agreement, including but not limited to the provisions of Section I-B.5.

I-B.5 Elite Sports Tours does not accept responsibility for persons who may delete or otherwise not accept cookies used to track return visits to the Elite Sports Tours Marketplace after a person’s initial visit via a Referral Link, and Elite Sports Tours shall not be required to pay Commissions in respect of purchases made during any untracked return visits. In addition, Elite Sports Tours shall not pay Commissions in respect of purchases made by a person who revisits the Elite Sports Tours Marketplace during the thirty (30) day period referred to in Section I-B.4 but (a) whose last click prior to landing on the Elite Sports Tours Marketplace is another Internet site, search engine, social media site, advertisement and/or link; or (b) who clicked on a link belonging to one of Elite Sports Tours distribution partners prior to clicking on a Referral Link in circumstances where (due to Elite Sports Tours pre-existing commercial relationship with such distribution partner) the purchase is attributed to the distribution partner rather than you. You acknowledge and agree that all tracking and reporting shall be conducted by Elite Sports Tours, and only Elite Sports Tours tracking and reporting data will be used to determine whether Commissions are payable to you.

I-D.1 Transaction Confirmation. Upon completion of a Transaction, Elite Sports Tours will provide the Customer (and/or you, as applicable) with an electronic acknowledgment and Ticket for such Transaction.

I-D.2 Conditions of Your Purchasing as Customer’s Agent. You may enter into a Transaction on behalf of a Customer, provided that you shall in every case: (a) notify the Customer that the Elite Sports Tours Terms and Conditions shall govern such Customer’s receipt and use of all Travel Products purchased in connection with such Transaction and provide all of the Travel Product Information applicable to such Travel Products, so as to effectively incorporate (in the manner required by applicable law) the Elite Sports Tours Terms and Conditions and Travel Product Information into the contract for sale of such Travel Product; and (b) not make or give any representations, warranties or other promises concerning a Travel Product beyond those contained in the Elite Sports Tours Terms and Conditions and the applicable Travel Product Information.

I-D.3 Payment for Transactions. Elite Sports Tours, acting solely as the applicable Supplier’s payment processing agent, will be the merchant of record for all Transactions and will be responsible for charging and collecting all amounts payable for Transactions from Customers and/or you. Elite Sports Tours shall be responsible for all credit card merchant fees and credit card chargebacks associated with a Transaction. Elite Sports Tours shall be responsible for all payments to Suppliers for Travel Products. Elite Sports Tours or the applicable Supplier shall be responsible for paying any federal, state or local taxes imposed by applicable government entities with respect to Transactions, other than any taxes applicable to your receipt of Commissions.

Elite Sports Tours will provide you and Customers with email-based support for the purpose of responding to and resolving issues associated with a Travel Product or Transaction.

I-F.1 Subject to Sections I-F.2 and I-G, if you are a Partner Agent or an Affiliated Agent, Elite Sports Tours shall pay you a Commission of eight percent (8%) of the Retail Rate of each Travel Product that is included in a Transaction (including Referred Transactions), net of all cancellations and partial or full refunds.

I-F.2 Elite Sports Tours may, in its sole discretion, enter into an incentive agreement with you with respect to any additional fees to be paid to you pursuant to this Agreement.

I-F.3 Commissions shall be paid via Electronic Funds Transfer or any other method approved by Elite Sports Tours in the month following the calendar month in which each Travel Product purchased in a Transaction is availed. In the event the total amount of Commissions due in any month is less than the Minimum Payment Threshold then payment will be withheld until the earlier of (a) such time as the total Commissions due (including the previously withheld amount) in a subsequent calendar month are equal to or greater than the Minimum Payment Threshold, or (b) the termination of this Agreement.

I-B.4 You acknowledge and agree that it is your responsibility to provide Elite Sports Tours with accurate and complete payment information, and that Elite Sports Tours has no obligation to pay you any Commissions unless or until you have provided such information.

Upon termination of these Service Terms or this Agreement for any reason, all licenses and rights granted to you pursuant to the Agreement will immediately terminate, and you shall cease using the Sports Travel Agent Network Marketplace and Elite Sports Tours Marketplace. You shall not be entitled to receive any Commissions in respect of Transactions that occur after the termination date. Notwithstanding the foregoing, if Elite Sports Tours terminates these Service Terms or this Agreement due to your breach (or if Elite Sports Tours has reason to believe there has been such a breach), you shall not be entitled to receive any Commissions that may otherwise have been payable after the termination date, including for Transactions made prior to the date of termination. Sections I-J (Definitions), I-A.2 (Provisions Applicable Only to Partner Agents), I-A.3 (Provisions Applicable Only to Affiliated Agents), I-F (Commissions: Payment) and I-H (Indemnity) shall survive any termination or expiration of this Agreement.

In addition to the indemnification obligations set forth in the General Terms, if you are a Partner Agent, such obligations shall also apply to any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or suffered by a Elite Sports Tours Indemnified Party in connection with any third party claim, suit, demand, action, or investigation brought against a Elite Sports Tours Indemnified Party directly or indirectly arising out of or relating to any breach (or a claim that, if true, would be a breach) of the Agreement by any of your Affiliated Agents.

You will procure and maintain a current Public (Product) liability insurance (PLI) and errors and omissions insurance with coverage limits consistent with industry standards and as may be required by applicable laws, rules, and regulations. Such insurance will be provided through an insurer acceptable to Elite Sports Tours with an A.M. Best (or its equivalent) financial strength rating of I-VII or higher, and will include, without limitation, completed operations, blanket contractual liability, and personal injury and advertising liability. You will add Elite Sports Tours Inc. as an additional insured to such insurance policies and will provide a certificate of insurance evidencing all of the coverage described in this Section I-I and that Elite Sports Tours has been added as an additional insured. Such insurance carried by you will be primary to any insurance carried by Elite Sports Tours and if you are a Partner Agent, such insurance will provide coverage for your Affiliated Agents to the same extent as you. Notwithstanding the foregoing, Elite Sports Tours reserves the right to require specific additional coverage or increased coverage, or to waive the foregoing insurance requirements, and you will maintain your insurance at such levels upon Elite Sports Tours request. Such coverage and limits will not be deemed to be a limitation on your liability to Elite Sports Tours, if any, arising under this Agreement.

I-J.1 “Affiliated Agent” means an Agent that has been authorized by a Partner Agent to utilize such Partner Agent’s Sports Travel Agent Network Marketplace account to process Transactions, as described more fully in Section I-A.

I-J.2 “Agent” means a person acting in the course of business and in the manner required by applicable law who is engaged in marketing and/or arranging transportation, accommodations, tours or trips for travelers, which may include acting as a booking agent on behalf of such travelers.

I-J.3 “Commission” means a fee paid to a Partner Agent or Affiliated Agent for each Transaction in accordance with these Service Terms (including any additional fees that may be agreed between the parties pursuant to Section I-F).

I-J.4 “Referral Link” means a unique tracking link that Elite Sports Tours may make available to you, used for linking to web pages on the Elite Sports Tours Marketplace.

I-J.5 “Referred Transaction” means a Transaction concluded in accordance with Section I-B.4.

I-J.6 “Partner Agent” means an Agent that has been authorized by Elite Sports Tours to invite Affiliate Agents to register for access to the Sports Travel Agent Network Marketplace and permit such Affiliated Agents to utilize such Partner Agent’s Sports Travel Agent Network Marketplace account to process Transactions, as described more fully in Section I-A.

I-J.7 “Ticket” means an electronic document that may include the trademarks of Elite Sports Tours, is provided by Elite Sports Tours to a Customer in connection with the completion of a Transaction, contains relevant information about the Travel Product(s) specified in the Transaction (e.g., booking-related information) and that the Customer must present to the applicable Supplier to redeem such Travel Product(s).

I-J.8 “Transaction” means the purchase of a Travel Product in accordance with the terms of this Agreement, that is either (a) by you acting as a Customer’s agent, or (b) by a Customer through a Referral Link, in either case on behalf of one or more travelers in a single travel itinerary, and where the sale is processed on the Sports Travel Agent Network Marketplace (in the case of (a)) or Elite Sports Tours Marketplace (in the case of (b)) using the access credentials or other unique identifiers provided by Elite Sports Tours to you (if you are a Partner Agent or Unaffiliated Agent) or by a Partner Agent to you (if you are an Affiliated Agent). A Referred Transaction is a type of Transaction.

I-J.9 “Unaffiliated Agent” means an Agent that is not a Partner Agent or Affiliated Agent, as described more fully Section I-A.

The Elite Sports Tours Partner Program is a Service that enables you to publish Travel Products and integrate Travel Products on the Partner Site owned and operated by you, and to generate Reservations in return for the payment of Commission for fulfilled bookings. The Elite Sports Tours Partner Program may also allow you to participate by receiving from Elite Sports Tours an unique URL directing to a page on the Elite Sports Tours Marketplace on which Travel Products selected by you may be published (“Partner Microsite”), and whereby fulfilled bookings made on such Partner Microsite through the corresponding Travel Product Links may result in Commission being paid to you. These Service Terms are part of the Elite Sports Tours Partner Program Agreement but, unless specifically provided otherwise, concern and apply only to your participation in the Elite Sports Tours Partner Program. Unless defined in these Service Terms, all capitalized terms have the meanings given to them in the Elite Sports Tours Partner Program Agreement.

II-A.1 General License.Subject to the terms and conditions of this Agreement, Elite Sports Tours hereby grants to you a royalty-free, world-wide, limited, revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive license during the term of these Elite Sports Tours Partner Program Service Terms to use, reproduce, incorporate, integrate and display the Travel Product Information and Travel Product Links on the Partner Site for the sole purpose of promoting the Travel Products to End Users, linking such End Users from the Partner Site to the Elite Sports Tours Marketplace, and (solely if Elite Sports Tours grants you access to the Booking & Payment APIs), enabling Users to commence their Reservations on the Partner Site.

II-A.2 Partner Site. You may not cause or permit the display or use of any Travel Product Information or Travel Product Links through any website, channel, platform or system other than the Partner Site. You shall ensure that the Partner Site is not used to send, receive, upload, download, use or reuse any Undesirable Material.

II-B.1 Upon completion of a Partner Reservation, Elite Sports Tours will provide the applicable Customer with an electronic acknowledgment for such Partner Reservation. Tickets and other items will be transferred to the client leading up to the event. Some events are 24 hour delayed release and will be transferred accordingly. Elite Sports Tours will be the merchant-of-record in all Partner Reservations.

II-C.1 Elite Sports Tours will pay you Commissions on Partner Reservations, subject to the exclusions set out below and in accordance with these Service Terms and the terms of the Agreement. A “Partner Reservation” occurs when, during the term of these Elite Sports Tours Partner Program Service Terms:(a) a person clicks through a Travel Product Link to the Elite Sports Tours Marketplace and, during the same user session, that person purchases a Travel Product (thereby becoming a Customer); or (b) a person purchases a Travel Product on an Partner Microsite; or (c) a Reservation commences on the Partner Site but is subsequently facilitated by Elite Sports Tours after you have transmitted the Cardholder Data to Elite Sports Tours pursuant to your use of the Booking & Payment APIs. If a person initially visits the Elite Sports Tours Marketplace using a Travel Product Link, or visits an Partner Microsite, any Travel Product purchase completed by such person within thirty (30) days (whether or not made via a Travel Product Link) will count as an Partner Reservation if it otherwise meets the requirements of this Agreement, including but not limited to the provisions of Section II-C.2.

II-C.2 Elite Sports Tours does not accept responsibility for persons who may delete or otherwise not accept cookies used to track return visits to the Elite Sports Tours Marketplace after a person’s initial visit, and Elite Sports Tours shall not be required to pay Commissions in respect of purchases made during any untracked return visits. In addition, Elite Sports Tours shall not pay Commissions in respect of purchases made by a person who revisits the Elite Sports Tours Marketplace during the thirty (30) day period referred to in Section

II-C.1 but (a) whose last click prior to landing on the Elite Sports Tours Marketplace is another Internet site, search engine, social media site, advertisement and/or link; or (b) who clicked on a link belonging to one of Elite Sports Tours distribution partners prior to clicking on a Referral Link in circumstances where (due to Elite Sports Tours pre-existing commercial relationship with such distribution partner) the purchase is attributed to the distribution partner rather than you. You acknowledge and agree that all tracking and reporting shall be conducted by Elite Sports Tours, and only Elite Sports Tours tracking and reporting data will be used to determine whether Commissions are payable to you.

II-C.3 The Commission Rate shall be based on a percentage of the Retail Rate received by Elite Sports Tours in respect of each Travel Product booked by a Customer (net of all cancellations, and partial or full refunds). The Commission Rate shall be as specified within your Elite Sports Tours Partner Program Account.

II-C.4 Commissions shall be paid via Electronic Funds Transfer or any other method approved by Elite Sports Tours in the month following the calendar month in which each Travel Product purchased in an Partner Reservation is availed. In the event the total amount of Commissions due in any month is less than the Minimum Payment Threshold then payment will be withheld until the earlier of (a) such time as the total Commissions due (including the previously withheld amount) in a subsequent calendar month are equal to or greater than the Minimum Payment Threshold, or (b) the termination of this Agreement.

II-C.5 You acknowledge and agree that it is your responsibility to provide Elite Sports Tours with accurate and complete payment information, and that Elite Sports Tours has no obligation to pay you any Commissions unless or until you have provided such information.

Upon termination of these Service Terms or this Agreement for any reason, all licenses and rights granted to you pursuant to the Agreement will immediately terminate, and you shall cease using the Travel Product Links, Travel Product Information, the Elite Sports Tours APIs, Partner Microsite Links and the Partner Microsite. You shall not be entitled to receive any Commissions in respect of Partner Reservations that occur after the termination date. Notwithstanding the foregoing, if Elite Sports Tours terminates these Service Terms or this Agreement due to your breach (or where Elite Sports Tours has reason to believe there has been such a breach), you shall not be entitled to receive any Commissions that may otherwise have been payable after the termination date, including for Partner Reservations made prior to the date of termination.

II-E.1 “Partner Reservation” has the meaning set forth in Section II-C.1.

II-E.2 “Travel Product Links” means HTML links that are made available to you by Elite Sports Tours that are intended to link End Users from the Partner Site to the Elite Sports Tours Marketplace.

II-E.3 “Elite Sports Tours APIs” means the credentials that allow you to make authenticated requests on Elite Sports Tours website, payment and partner API’s.