Agreement for Sabre leisure products
This Agreement for Sabre leisure products (“Agreement”) describes the terms and conditions applicable to a participating travel agency’s (“Agency”) use of the Sabre leisure products tool (“Tool”), which provides Agency with the ability to shop and book reservations for cruise lines, tour companies, vacation resorts, air transportation, car rentals, hotel accommodations, and other services and functions with Participating Suppliers (“Suppliers”) that Sabre may elect to add or modify from time to time, and to make reservations for a product (each reservation referred to herein as a “Booking”) from the products. The combination of the Tool and the services available through the use of the Tool is referred to collectively as the (“Services”). The Services are made available to Agency by Sabre Inc. and its affiliates (herein “Sabre”), and other Supplier(s), via various portals authorized by Sabre. For ease in drafting, the term “Sabre” shall include Sabre Inc., its affiliates and the Supplier(s) providing the Services under this Agreement.
TERMS AND CONDITIONS OF THIS AGREEMENT
1. Services. Only one (1) Pseudo City Code (PCC) per Agency may access and use the Services provided hereunder. Sabre hereby grants Agency a personal, limited, nonexclusive, non-transferable, royalty-free license to access and use the Services. Agency hereby represents and warrants that, when using the Services, it will (a) comply with all of the rules and regulations regarding use of the Services as in effect from time to time; (b) be responsible for any equipment and software necessary to access the Services; (c) use the Services only in connection with legitimate transactions, and specifically agree not to engage in speculative Bookings; (d) immediately inform Sabre of any occurrence or circumstance that arises which could reasonably lead to a claim being asserted against Sabre or its Suppliers; and (e) comply with all other laws applicable to Agency’s use of the Services.
2. Content and Inventory. The Services provided under this Agreement will enable Agency to locate and transact business with Suppliers who have agreed to the distribution of their content and inventory through the Services. The content and inventory information available through the Services will not be verified or confirmed by Sabre, and ALL SUCH INFORMATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. Sabre will have sole control over the management of the Services, including without limitation, editing, creating, deleting and updating the content as necessary.
3. Use Restrictions. Agency will not use any robot, spider, or other automated device (“Automated Device”) to access or use the Services in any way. Agency will not copy, reproduce, alter, modify, create derivative works from, or publicly display any content from the Services, or otherwise use the Services in any way not expressly authorized by this Agreement, without the prior express written permission of Sabre. Agency will not reverse engineer, decompile, disassemble, decrypt, extract portions of, or translate the Services, except as permitted by applicable law. Agency agrees not to “frame” or “mirror” any content or information contained on or accessible from the Services on any other server or Internet-based device without the prior written authorization of Sabre. Agency further warrants and agrees that, while using the Services, Agency will not upload, post, transmit, publish, or otherwise distribute through the Services any materials, and Agency will not commit any acts, that: (a) are unlawful, threatening, harassing, obscene, or profane, (b) restrict or inhibit any other user from using and enjoying the Services, (c) commit or encourage conduct that would constitute a criminal offense or give rise to civil liability, or (d) contain a virus or other harmful components, advertising of any kind, or false or misleading indications of origin or statements of fact. Agency also warrants and agrees that, while using the Services, Agency will not post or transmit (i) any bulk e-mails, advertisements, solicitations, offers for sale of goods or services, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communications (except as otherwise expressly permitted herein), or (ii) engage in email spamming or flooding.
4. Bookings made through the Services. Sabre’s sole responsibility with respect to the Services is to enable the Agency to access the travel product inventory made available through the Services. Agency must have a business relationship with each Supplier of travel products or services made available through the Services if Agency intends to make a Booking for or on behalf of its customers. The Agency is responsible for establishing, maintaining or otherwise enabling the business relationship with such Suppliers.
5. Fees, Payments, and Taxes.
a) Fees. Any fee, commission or compensation payable to the Agency as the result of a Booking shall be determined and paid by the Supplier offering the travel product or products included in such Booking. The amount of any such fee, commission or compensation will be contracted directly between Agency and Supplier. Sabre assumes no responsibility for payment to Agency of fees or commissions of any Suppliers.
b) Payment. Sabre will pay Agency the applicable commission for any Services through Sabre sponsored programs, but not including programs of participating Suppliers. Such payments will be made via i) a check mailed to Agency or ii) Direct Deposit. To apply for Direct Deposit, Agency must submit the application that is found within the Customer Registration Form.
c) Taxes. Agency is responsible for payment of any taxes, duties, licenses or any other assessments, and any interest or penalties thereon (collectively, "Taxes"), that are incurred or imposed upon or with respect to this Agreement. Agency must submit the applicable tax forms, the links for which may be found within the Customer Registration Form.
6. Modifications to Services. Sabre reserves the right, for any reason, in its sole discretion and at any time, to terminate, change, upgrade, or suspend any aspect of the Services, including but not limited to content, features, functions, methods of access, or hours of availability. Sabre may impose limits on certain features of the Services or restrict Agency’s access to part or all of the Services without notice or penalty.
7. Termination. If Agency breaches any term or condition of this Agreement, or if Sabre believes that Agency’s actions may cause legal liability for Agency, Sabre’s users, or Sabre, Sabre will promptly give notice to the Agency, and may temporarily or indefinitely suspend Agency’s ability to use the Service, and/or terminate this Agreement. Whatever actions Sabre decides to take will not limit Sabre in pursuing any other legal or equitable remedies available to Sabre. Upon termination of this Agreement for any reason, Agency will cease access and use of the Services. Otherwise, either party may terminate this Agreement upon thirty (30) days notice to the other party.
8. Proprietary Rights. Sabre and the Suppliers retain all right, title, and interest in and to their respective portions of the Services and any enhancements thereto, including without limitation graphical designs, names, icons, interfaces, and other design elements (i.e., the selection and arrangement of materials therein and the “look and feel” thereof).
9. Confidentiality. Each party acknowledges that by reason of its relationship with the other under this Agreement it will have access to the other party’s Confidential Information. Each party agrees to maintain in confidence all Confidential Information received from the other party, both oral and written, and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing party. Each party agrees to use the Confidential Information only for the purpose of performing this Agreement. Notwithstanding the foregoing, but subject to applicable law, Sabre may use and distribute aggregate statistical and marketing information from which the identity of Agency or its customers cannot be determined through the use of reasonable efforts. For purposes of this Agreement, “Confidential Information” shall mean all information and materials concerning a party’s business, plans, pricing, customers, technology and products that are confidential and of substantial value to such party, which value would be impaired if such information and materials were disclosed to third parties. No Confidential Information shall be deemed confidential unless so marked if given in writing or, if given orally, identified as confidential prior to disclosure; provided that for purposes of this Agreement all information and materials relating to the technology utilized in the Services shall be deemed confidential.
10. Indemnification. Agency will, at Agency’s expense, indemnify, defend and hold Sabre and Sabre’s employees, agents, successors, directors, officers, subsidiaries, affiliates, Suppliers and assigns harmless from any suits, losses, claims, demands, liabilities, costs, and expenses (including attorneys’ fees and amounts paid to settle any claims), threatened, made, or filed by any third party resulting from or arising out of (i) Agency’s use of the Services, (ii) Agency’s failure to comply with any applicable laws and regulations, (iii) Agency’s breach of this Agreement, and (iv) any and all Bookings made under Agency’s PCC, ARC number or pseudo ARC number, including Bookings made by Agency’s outside agents, affiliates, employees, consultants or representatives. Sabre will provide Agency with prompt written notice of any such claim, and will allow the Agency to control the defense and settlement of such claim, and provide Agency with proper and full information and assistance at Agency’s expense to settle and/or defend any such claim. Agency agrees not to settle any action, claim, or demand on Sabre’s behalf without Sabre’s prior written consent. Sabre will have the right to participate in the defense and hire counsel of its choice.
11. Disclaimer or Warranties. AGENCY’S USE OF THE SERVICES IS AT AGENCY’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. NEITHER SABRE NOR ITS SUPPLIER MAKE ANY WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS FREE, (II) THE SERVICES WILL MEET AGENCY’S REQUIREMENTS, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES ARE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. SABRE ALSO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, PERFORMANCE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, QUIET ENJOYMENT, SYSTEM INTEGRATION, DATE ACCURACY, AND ANY WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. AGENCY MAY HAVE OTHER LEGAL RIGHTS RELATING TO THIS AGREEMENT, WHICH MAY VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
12. Limitation of Liability. IN NO EVENT SHALL SABRE OR ITS SUPPLIER(S) BE LIABLE TO AGENCY OR ANY OTHER PERSON UNDER ANY LEGAL THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, TORT, OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, SALES, REVENUE, USE, DATA, HARDWARE, SOFTWARE, OR GOODWILL; INTERRUPTION OF BUSINESS; ANTICIPATED OR LOST PROFITS; OR THIRD PARTY CLAIMS) THAT ARISE OUT OF OR IN CONNECTION WITH AGENCY’S USE OF OR INABLITY TO USE THE SERVICES. SABRE’S TOTAL AGGREGATE LIABILITY TO AGENCY OR ANY OTHER PERSON FOR ACTUAL, DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000) AND AGENCY AGREES TO BE RESPONSIBLE FOR ANY LIABILITY EXCEEDING SUCH AMOUNT. AGENCY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY WILL APPLY WHETHER OR NOT SABRE IS GIVEN NOTICE OF THE POSSIBLITY OF SUCH DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO AGENCY.
13. Assignment. Agency may not assign this Agreement or any of Agency’s rights or obligations under it without Sabre’s prior written consent. Any attempted assignment without Sabre’s consent will be void and will cause this Agreement and Agency’s right to use the Services to terminate immediately and without notice from Sabre. This Agreement and the rights and obligations of Sabre and Agency under it will be binding on Sabre’s successors and assigns, and Agency’s successors and assigns that Sabre authorizes with prior written consent.
14. Relationship. Agency has only the rights set forth in this Agreement to use the Services. Agency’s use of the Services as permitted by this Agreement is entirely independent of Sabre and in Agency’s sole discretion. This Agreement creates no relationship between Sabre and Agency other than as expressly stated herein. Specifically, this Agreement creates no relationship between Agency and Sabre of independent contractors, partners, joint ventures, fiduciaries, employees, or agents.
15. Responsibility for Other Parties. Sabre is not responsible for the travel products sold through the Services, it being understood that the Suppliers thereof are solely responsible for fulfillment, customer service and all other issues that may arise relating thereto. For the purposes of this provision, IF A PASSENGER USING A CONFIRMED RESERVATION MADE BY AGENCY THROUGH THE SERVICES IS REFUSED SERVICE BY THE SUPPLIER DUE TO AN OVERSALE OR THE LACK OF RECORD OF SUCH RESERVATION, THE SOLE REMEDY OF AGENCY WILL BE THAT PROVIDED FOR BY SUCH SUPPLIER IN ITS TARIFF OR THE TERMS AND CONDITIONS OF THE SUPPLIER’S CONTRACT APPLICABLE TO AGENCY AND/OR THE PASSENGER.
16. Waiver. Sabre’s waiver of any particular breach or of any particular act or omission of noncompliance with any requirement of this Agreement shall not constitute a waiver of any other breach or act or omission of noncompliance with any requirement of this Agreement.
17. Governing Law. To the extent not expressly prohibited by local law, this Agreement and its performance shall be governed by the laws of the State of Texas, United States of America, without regard to its conflict of laws provisions, and by applicable federal laws of the United States. Agency consents and submits to the exclusive jurisdiction of the state and federal courts located in Tarrant Country, Texas, for the litigation and resolution of all questions and controversies arising out of Agency’s access and use of the Services and this Agreement. To the extent allowed by applicable law, any claim or cause of action arising from or relating to Agency’s access or use of the Services must be filed with the court having proper jurisdiction over such claim or cause of action within two (2) years after the date on which such claim or action arose or accrued.
18. Notices. Notices and other communications given or required under this Agreement will be deemed delivered if sent via E-mail or transmitted by facsimile, to the parties at: firstname.lastname@example.org or (682) 605-8380.
19. Entire Agreement. This Agreement constitutes the entire agreement between Sabre and Agency with respect to the Services, and supersedes all prior agreements between Sabre and Agency. No oral statements, promises, or agreements will alter the terms of this Agreement. If any provision of this Agreement is held unenforceable, the unenforceable provision will, at Sabre’s option, be severed from this Agreement, or construed in accordance with applicable law as nearly as possible to reflect Sabre’s and Agency’s mutual original intent, and all other provisions will remain in full force and effect. However, if in Sabre’s opinion such severance or construction of such provision would frustrate the purpose of this Agreement, then Sabre may terminate this Agreement. This Agreement shall also inure to the benefit of Sabre’s Supplier of the Services, who shall be entitled to enforce the terms and conditions of this Agreement against Agency as a third party beneficiary.
a) Modification of Agreement. This Agreement may be modified only by Sabre, at any time without notice. The terms and conditions may be accessed via the Services. Any such modifications shall become effective immediately upon posting. By logging in, accessing, and/or using the Services, Agency agrees to review this Agreement periodically to learn of and be in compliance with, any modified terms and conditions.
b) Acceptance of Agreement. By selecting or clicking the “I AGREE” button below, or by accessing or using the Services, Agency acknowledges and agrees that (1) an authorized representative of Agency has read and understands this Agreement, (2) Agency accepts this Agreement in its present form and as it may be modified by Sabre from time to time, (3) Agency agrees to be bound by the terms and conditions contained herein, as well as by the terms and conditions of any modified version(s) of this Agreement, and (4) Agency accepts this Agreement on behalf of itself and its employees and independent contractors, and will assure that the Agency and its independent contractors will comply with this Agreement. After clicking the “I AGREE” button below, Agency can register to use the Services. The Services can then be accessed and Agency may use the Services, subject to this Agreement.
c) Refusal of Agreement. Agency does not agree to the Agreement if Agency closes the Agreement box without selecting I Accept. In doing so, Agency is not authorized to access or use the Services.