MAST VACATION PARTNERS, INC. Marketing Services Agreement
Agreement Description:
MAST Travel Network
635 Butterfield Road, Suite 220
Oakbrook Terrace, IL 60181
This MAST VACATION PARTNERS, INC. Agreement ("Agreement") describes the terms and conditions applicable to the use of the MAST VACATION PARTNERS, INC.’s marketing services by an eligible travel agency ("Agency"). The services (“Services”) authorize MAST VACATION PARTNERS, INC. to deliver electronic and printable promotional content to Agency's customers from suppliers on Agency's behalf. These services, which may be maintained and operated by a third party, are conducted by MAST VACATION PARTNERS, INC. to Agencies using Salesforce Marketing Cloud (“SFMC”), other third party platform, or a direct mail service provider. The services provided through MAST VACATION PARTNERS, INC. are referred to in this Agreement as the "Services".
HOW TO ACCESS THE SERVICES
By clicking the "I Agree" button below, or accessing or using the Services, Agency acknowledge and agree 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 MAST VACATION PARTNERS, INC. 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. Agency can register to use the Services, subject to this Agreement.
HOW THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY CHANGE
This Agreement may be modified only by MAST VACATION PARTNERS, INC., and MAST VACATION PARTNERS, INC. may modify this Agreement at any time by posting the modified Agreement on mvptravel.com. Any such modifications shall become effective immediately upon posting. Agency agrees to review this Agreement periodically to learn of any modified terms and conditions.
TERMS AND CONDITIONS OF THIS AGREEMENT
1. Services. Subject to the payment for membership or other fees described herein to MAST VACATION PARTNERS, INC., MAST VACATION PARTNERS, INC. hereby grants Agency a personal, limited, revocable, nonexclusive, non-transferable, license to access and use MAST VACATION PARTNERS, INC.’s marketing services.
2. Third Party Content. The Services provided under this Agreement are merely a convenience enabling Agency to make available certain promotional content provided by third party MAST VACATION PARTNERS, INC. Preferred Suppliers to the agency's customers. The information and content provided from such third parties is reviewed but not verified or confirmed by MAST VACATION PARTNERS, INC., and ALL SUCH INFORMATION IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. MAST VACATION PARTNERS, INC. cannot guarantee that the pricing or other information provided by or through the third parties is accurate or that any products and services purchased on or through such suppliers will be available at the price or under the terms specified. Promotions will be subject to special terms and conditions specified by the supplier or others. Accordingly, the specific terms and conditions of the end-customer's purchase or use of any products or services are established solely between end-customer and the supplier. Agency hereby agrees to release MAST VACATION PARTNERS, INC. and its agents and employees from all claims, demands, and damages of every kind and nature (including actual and consequential damages), arising out of or in any way connected with Agency's dealings and disputes with any supplier.
3. Use Restrictions. 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 MAST VACATION PARTNERS, INC. Agency will not reverse engineer, decompile, disassemble, decrypt, extract portions of, or translate the materials, 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 MAST VACATION PARTNERS, INC. Agency further warrants and agrees that, while using these 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 acknowledges that MAST VACATION PARTNERS, INC. has no control over the distribution lists provided by Agency and transmitted through the Services. Agency represents and warrants that any and all distribution lists provided by Agency to MAST VACATION PARTNERS, INC.: (i) are based upon consent or an established business relationship, (ii) have not been obtained through internet harvesting methods or other unlawful collection of electronic addresses, and (iii) are complete, accurate, and updated for any opt-outs, as applicable and required by law. Agency further represents and warrants that its use of the Services complies with all laws and regulations, including but not limited to laws and regulations pertaining to commercial email, personal data privacy, and export control.
4. Data Privacy. The Services provided hereunder will be subject to MAST VACATION PARTNERS, INC.’s Data Privacy Policy, as such Policy may be changed by MAST VACATION PARTNERS, INC. from time to time. For purposes of this Agreement, "Confidential Information" shall mean the customer profiles and other information related to Agency's specific customers (e-mail addresses) provided to MAST VACATION PARTNERS, INC. by Agency. All Confidential Information owned by Agency shall remain the property of Agency. MAST VACATION PARTNERS, INC. shall not provide the Confidential Information to any other person, firm or corporation except for those persons or firms intended by the disclosure or receipt of the information. MAST VACATION PARTNERS, INC. agrees to restrict circulation of Confidential Information within its own organization to those employees who need to receive Confidential Information, to give such employees instructions to hold in confidence all Confidential Information and to use the Confidential Information only in connection with the uses intended by the disclosure or receipt of the information. Agency may give permission to MAST VACATION PARTNERS, INC. to disclose Confidential Information otherwise required to be kept confidential by this Agreement.
5. Agency specifically acknowledges that MAST VACATION PARTNERS, INC. and/or the operator of the Services may share aggregate level information with third parties.
6. Modifications to Services. MAST VACATION PARTNERS, INC. 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. MAST VACATION PARTNERS, INC. may impose limits on certain features of the Services and the Services or restrict Agency's access to part or all of the Services without notice or penalty.
7. Termination. MAST VACATION PARTNERS, INC. may at any time, with or without cause, and without prior notice, temporarily or indefinitely suspend Agency's ability to use the Service, and/or terminate this Agreement, which action may be taken, without limitation if Agency breaches any term or condition of this Agreement, or if MAST VACATION PARTNERS, INC. believes that Agency's actions may cause legal liability for Agency, MAST VACATION PARTNERS, INC.'s users, or MAST VACATION PARTNERS, INC. Whatever actions MAST VACATION PARTNERS, INC. decides to take will not limit MAST VACATION PARTNERS, INC. in pursuing any other legal or equitable remedies available to MAST VACATION PARTNERS, INC. Upon termination of this Agreement for any reason, Agency will cease access and use of the Services. Agency may terminate this agreement at any time sending a written notice via certified or registered mail to: MAST Travel Network, 635 Butterfield Road, Suite 220
Oakbrook Terrace, IL 60181. Agency is responsible for all charges prior to termination.
8. Indemnification. Agency will, at Agency's expense, indemnify, defend and hold MAST VACATION PARTNERS, INC. and MAST VACATION PARTNERS, INC.'s employees, agents, successors, directors, officers, subsidiaries, affiliates, 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 or any Sponsor's content or services, (ii) Agency's failure to comply with any applicable laws and regulations, (iii) Agency's unauthorized use or manipulation of any Sponsor's content or services, and/or (iv) Agency's breach of this Agreement, and/or (v) Agency's breach of any representations or warranties in Section 3 (Use Restrictions). MAST VACATION PARTNERS, INC. will provide Agency with written notice of any such claim, allow 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 MAST VACATION PARTNERS, INC.'s behalf without MAST VACATION PARTNERS, INC.'s prior written consent. MAST VACATION PARTNERS, INC. will have the right to participate in the defense and hire counsel of its choice at Agency's expense.
9. Disclaimer or Warranties. AGENCY'S USE OF THE SERVICES IS AT AGENCY'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. MAST VACATION PARTNERS, INC. MAKES NO 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. MAST VACATION PARTNERS, INC. 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.
10. Limitation of Liability. IN NO EVENT SHALL MAST VACATION PARTNERS, INC. 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. MAST VACATION PARTNERS, INC.'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 MAST VACATION PARTNERS, INC. 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.
11. Assignment. Agency may not assign this Agreement or any of Agency's rights or obligations under it without MAST VACATION PARTNERS, INC.'s prior written consent. Any attempted assignment without MAST VACATION PARTNERS, INC.'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 MAST VACATION PARTNERS, INC. This Agreement and the rights and obligations of MAST VACATION PARTNERS, INC. and Agency under it will be binding on MAST VACATION PARTNERS, INC.'s successors and assigns, and Agency's successors and assigns that MAST VACATION PARTNERS, INC. authorizes with prior written consent.
12. 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 MAST VACATION PARTNERS, INC. and in Agency's sole discretion. This Agreement creates no relationship between MAST VACATION PARTNERS, INC. and Agency other than as expressly stated herein. Specifically, this Agreement creates no relationship between Agency and MAST VACATION PARTNERS, INC. of independent contractors, partners, joint ventures, fiduciaries, employees, or agents.
This is agreement is between MAST and its member agencies, whom are independently owned businesses. MAST has no ownership in a member agency.
13. Waiver. MAST VACATION PARTNERS, INC.'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.
14. Governing Law. This Agreement and its performance shall be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of laws provisions, and by applicable federal laws of the United States. 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.
15. Entire Agreement. This Agreement constitutes the entire agreement between MAST VACATION PARTNERS, INC. and Agency with respect to the Services, and supersedes all prior agreements between MAST VACATION PARTNERS, INC. 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 MAST VACATION PARTNERS, INC.'s option, be severed from this Agreement, or construed in accordance with applicable law as nearly as possible to reflect MAST VACATION PARTNERS, INC.'s and Agency's mutual original intent, and all other provisions will remain in full force and effect. However, if in MAST VACATION PARTNERS, INC.'s opinion such severance or construction of such provision would frustrate the purpose of this Agreement, then MAST VACATION PARTNERS, INC. may terminate this Agreement.
16. In the event MAST VACATION PARTNERS, INC. hosts a copy of the AGENCY's database, MAST VACATION PARTNERS, INC. will make commercially reasonable efforts to protect the data. MAST VACATION PARTNERS, INC. will only send out E-Mail to an agency's customer base based upon the profile and direction submitted by the AGENCY. In the event direction is provided verbally or via written communication MAST VACATION PARTNERS, INC. will make reasonable efforts to accurately fulfill the request by the AGENCY.
17. Agency agrees to provide MAST VACATION PARTNERS, INC. with all rights to send out e- mail on its behalf and use the Agency's logo, address, call to action and any other information specific to the Agency. Agency warrants that it has full rights to use this information, content, images on any communication sent on its behalf by MAST VACATION PARTNERS, INC.
18. If agency utilizes links on any communication sent by MAST VACATION PARTNERS, INC., Agency takes complete responsibility that information displayed on the web page is accurate and the Agency has rights to use supplier offers/content on these linked web pages.
19. Waiver: No provision of this agreement shall be deemed to have been waived by a party unless the waiver is in writing and signed by both parties.
20. Notice: All notices, requests and elections allowed by this agreement need to be to: MAST Travel Network, 635 Butterfield Road, Suite 220, Oakbrook Terrace, IL 60181.
END OF AGREEMENT
Please accept this document as our authorization to provide MAST VACATION PARTNERS, INC. access to the copy of the database maintained on our behalf by MAST VACATION PARTNERS, INC. under the above referenced Agreement, including all profile and other customer information contained in such database (the "Agency Data"). MAST VACATION PARTNERS, INC. is not authorized to have access to the passport number or complete credit card number of travelers maintained on our behalf by MAST VACATION PARTNERS, INC. for purposes of this agreement.
The individual completing this document hereby represents and warrants they have authority to do so, binding the Agency thereby.
