Terms of Membership
The Terms of Membership (hereinafter referred to as this “Agreement”), sets forth the terms and conditions of being an independent travel advisor, (hereinafter referred to as the “Contractor”), with Sava Travel LLC (hereinafter referred to as the “Company”). Sava Travel is a North Carolina State Limited Liability Company.
This Agreement applies to and governs the Contractor’s access to and use of the Company’s website and all services, features, functionality, tools, software, content, materials, and offers made available through the “Sava Platform” or “Sava Hub” (hereinafter referred to as the “Services”) as well as the Contractor’s independent contractor relationship with the Company.
Read this Agreement completely as it contains an exclusivity and non-solicitation provision that restricts you (the Contractor) from having more than one host agency and soliciting Sava Travel’s independent travel advisors. This Agreement also contains a disclaimer of warranty, a limitation of liability, a mandatory arbitration provision, a jury waiver, a class action waiver that limit the remedies available to you in a dispute.
If you accept these terms of membership, a binding contract between the Contractor (you!) and Sava Travel will exist effective as of the date of your first payment to the Company.
Membership Subscription
The Contractor’s Membership Package will include access to a Customer Relationship Management (CRM) system, an itinerary builder, and a customized email address for Sava Travel. The Contractor will be charged $299 annually or $49 monthly during the term of your membership subscription.
Commission Payments
The Contractor will receive 80% of the first US$50,000 of Commissions Paid during a calendar year and 90% of all Commissions Paid on US$50,001 and above. The Company’s Membership Policy outlines how annual commission volume is calculated and how to maintain an enhanced commission.
If the 90% tier is achieved, the Contractor will start the next year with the enhanced commission instead of starting back at 80%.
Experienced Advisor Commission Eligibility
The Contractor will receive 90% of Commissions paid with proof that the contractor has been paid a minimum of $50,000 in commissions within the last 12 months.
The Contractor acknowledges and agrees that if the Contractor does not generate at least US $50,000 in Commissions Paid (as defined in this Agreement) within one (1) calendar year from the Contractor’s Effective Date, the Contractor’s Commission Split shall retroactively revert to 80% Contractor / 20% Company for the following year.
In such an event, the Contractor shall be responsible for reimbursing the SAVA Travel for the additional ten percent (10%) commission amount previously paid during the applicable period, which the Company may recover through direct payment or offset against future commissions.
Consent to Use Electronic Signature
By clicking “I Agree,” check a box, or otherwise electronically indicating your acceptance, you agree that your electronic signature is the legal equivalent of your manual signature and has the same binding effect under applicable laws, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), or similar laws in other jurisdictions.
Changes to these Terms of Membership and Services
The Company may modify or change this Agreement from time to time in the Company’s sole discretion, effective immediately upon posting the revised Agreement, along with the effective date, on the Sava Hub; however, the Company will provide reasonable advance notice to the Contractor if the Company makes a modification that materially affects the Contractor’s rights. When the Contractor accesses the Sava Hub and/or uses the Services after the updated Terms of Membership is posted, such access and use signify the Contractor’s acceptance to the modifications.
The version of this Agreement posted on the Sava Hub on each respective date you visit will be the Agreement applicable to your access to the Services on that date. The Company’s electronically stored copies of the Terms shall be deemed to be the true, complete, valid, and authentic version of the Terms that were in force on each respective date you used the Services.
Privacy
Please review the Company’s Privacy Policy to understand the Company’s privacy practices when you access the Sava Hub and/or use the Services.
Relationship to the Company
The Company hereby engages and appoints the Contractor, and the Contractor hereby accepts such engagement and appointment, as an independent contractor, to provide sales assistance services to clients that includes promoting and selling cruises and related travel products, including but not limited to hotels, rental properties, cars, flights, tours, excursions, and boat rentals (hereinafter referred to as the “Travel Advisor Services”). These products and Travel Advisor Services may change from time to time.
The Contractor is providing Travel Advisor Services to travel clients and not to Sava Travel. The Contractor is solely responsible for the accuracy of all information used to make bookings and the Contractor’s acts, promises, commitments, price quotes, etc., as well as those of the Contractor’s employees, contractors, agents or other third parties assisting the Contractor in performing Travel Advisor Services (“Third Parties”). Sava Travel shall not be liable to the Contractor or any third party for fees, losses or penalties incurred by the Contractor’s clients or any other person in connection with the Contractor’s Travel Advisor Services, including those caused by user errors (e.g., mistakenly booking the wrong date) or inaccurate information (e.g., the birth date used for booking does not match their identification).
The Company shall not control the manner or means by which Contractor or their employees perform the Travel Advisor Services detailed in this Agreement, including but not limited to the time and place you perform the Travel Advisor Services.
Unless otherwise set forth in this Agreement, the Contractor shall furnish, at their own expense, the equipment, supplies, and other materials used to perform the Travel Advisor Services agreed to perform to the Company.
Sava Travel Services
Your membership subscription with the Company entitles you to access the following services:
Sub Agents
Prior to engaging any Third Parties, the Contractor shall execute a written agreement requiring such Third Party to be bound by these Terms, including, without limitation, the obligation to maintain the confidentiality of Sava Travel’s confidential information, and naming Sava Travel as an express third-party beneficiary. The written agreements must also contain obligations of non-use and assignment of inventions and other work products consistent with the provisions in the section on Intellectual property prior to such Third Party providing any Travel Advisor Services under this Agreement.
A copy of the executed agreement shall be furnished to Sava Travel promptly upon request. The Contractor shall obtain Sava Travel’s prior written consent before authorizing any sub-agent (for clarity, a Third Party) to access or use the Sava Hub, as provided in the Policies. The Contractor acknowledges and agrees that it shall be solely responsible for the actions, omissions, and obligations of any Third Parties it engages, and that Sava Travel shall bear no responsibility or liability of any kind arising from or relating to such Third Parties.
Exclusivity
As a condition of the Contractor’s use of the Sava Travel Hub and related Services, and for the duration of the Contractor’s active Agreement with Sava Travel, the Contractor agrees to conduct all commissionable travel bookings and arrangements exclusively through the Company once the agreement is effective. This obligation applies regardless of whether an IATA accreditation is required. You shall not, either directly or indirectly, make or perform any commissionable bookings or arrangements through any other channel or host agency, nor divert any commissionable business away from Sava Travel. For clarity, nothing in this provision requires a Contractor to book solely with the Company’s preferred partners. Except as expressly stated herein, nothing restricts the Contractor from engaging in other employment or providing services as an independent contractor to another party.
Non-Solicitation
During the period in which a Contractor maintains an active Membership Agreement, and for twelve (12) months following the termination of such membership, the Contractor shall not, and shall ensure that its affiliates and any engaged Third Parties do not, directly or indirectly, solicit, encourage, induce, or attempt to solicit or induce any other Sava Travel contractor to cease or diminish their business relationship with Sava Travel.
The Contractor acknowledges that the obligations of exclusivity and non-solicitation contained herein constitute material terms of these Terms of Membership. The Contractor further acknowledges that any breach or threatened breach of these obligations would cause irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, in the event of any actual or threatened breach, the Company shall be entitled, in addition to any other rights or remedies available at law or in equity, to seek and obtain equitable relief, including but not limited to temporary restraining orders, injunctions, specific performance, or any other appropriate relief from a court of competent jurisdiction, without the requirement to post bond.
Commissions Paid
The Contractor expressly acknowledges and agrees that commissions shall be earned only on commissionable travel arrangements and bookings that (i) are made by the Contractor or its approved sub-agent, (ii) are accurately and timely reported in accordance with the Policies (as amended from time to time), (iii) have been paid in full, and (iv) for which The Company has received and reconciled the corresponding commission amounts (“Commissions Paid”).
The Contractor further acknowledges and agrees that this definition of Commissions Paid applies to all bookings made since the Contractor (or any of its affiliates) first became an independent contractor of the Company.
The Company shall pay the Contractor a percentage share of all commissions collected by the Company (including bonus commissions, custom service charges, or mark-ups added by the Contractor to a booking through a partner) that are earned through Commissions Paid, net of any fees that reduce such commissions, including but not limited to transaction or foreign exchange fees (the “Commission Split”). The applicable Commission Split for the Contractor’s bookings shall be determined based on the total Commissions Paid during a calendar year (“Annual Commission Volume”), and shall generally exclude taxes and fees, cancellations, and no-shows. The Commission Split does not apply to overrides, incentives, or bonuses paid to Sava Travel based on total volume, sales, or market share.
The Contractor’s applicable Commission Split (the “Contractor Commission Share”) is displayed prior to the Contractor’s acceptance of these Terms of Membership and within the Contractor’s settings in the Sava Hub, and is incorporated herein by reference. Membership status requirements and eligibility for enhanced Commission Splits are set forth in the Policies. The Company reserves the right to recover or offset any overpaid commissions if the Contractor qualifies for and subsequently loses an elevated Commission Split, including as a result of cancellations, modifications, or determinations that a booking does not meet the criteria for Commissions Paid, even if such adjustments occur after the end of the calendar year.
The Company may, from time to time, modify the membership status requirements, conditions, or eligibility criteria applicable to Commission Splits and the Contractor Commission Share, in its sole discretion, upon providing reasonable notice to the Contractor.
The Contractor’s commission fee is the sole payment to which the Contractor is entitled to from the Company under or in connection with this Agreement. The Contractor will not receive payments on a regular basis if no commission is earned and the only source of payment from the Company to the Contractor will be for the Travel Advisor Services detailed in this Agreement.
If the Company refunds any money to a client for which the Contractor has received a Contractor’s commission, the Company may either require the Contractor to repay the Contractor’s commission or deduct the amount of that Contractor’s Commission from future Contractor’s commissions to which the Contractor is entitled. If the Company chooses to deduct any refund from future Contractor’s commissions and this Agreement terminates, then the portion of the deduction not yet applied at termination to reduce the Contractor’s commissions paid shall, upon the request of the Company, be repaid immediately to the Company.
The Contractor’s commission is payable not less frequently than twice monthly.
If either party terminates the Agreement, the Company shall pay the Contractor any actual received Contractor’s commissions for any commissionable products paid to the Company.
The Contractor shall have a period of sixty (60) days from the later of payment of a Contractor’s commission or the date it was due to object to the calculation provided by the Company. Unless the Contractor submits its objection in writing within such period and states the basis for such objection, then it shall have no further right to object to such calculation of the Company and it shall be final, binding and conclusive.
Abandoned Bookings
An “Abandoned Booking” refers to a Commissions Paid booking that the Contractor (i) has failed to accurately report to the Company within ninety (90) days of trip completion in material violation of Sava Travel’s Policies; (ii) fails to service through completion of travel in accordance with its obligations, representations, and warranties under these Terms; or (iii) becomes unable, for any reason (including death, incapacity, or dissolution), to complete servicing of the booking.
Abandoned Bookings described in clause (i) shall automatically transfer to the Company, effective as of a date determined by the Company in its sole discretion, without need for further action, and no commission shall be paid or payable to the Contractor for such bookings. The Company may, at its sole and absolute discretion, designate any Abandoned Booking described in clauses (ii) or (iii) as an “in-house” booking. For such “in-house” bookings, the Company shall assume full responsibility for fulfilling and managing the booking or may reassign it to another travel advisor, and the Company shall have no obligation to pay any compensation or commission to the Contractor or its legal successors.
Notwithstanding the foregoing, in the event the Contractor’s death, incapacity, or dissolution results in an Abandoned Booking, the Contractor’s legal representatives may designate a qualified successor to assume the Contractor’s clients and active bookings by providing written notice to the Company. The Company will provide reasonable assistance in transitioning the Contractor’s account to such successor, provided that the successor agrees in writing to be bound by these Terms of Membership with respect to the applicable bookings.
Right of Offset
The Company shall have the right to offset any portion of the Contractor Commission Share or other payments otherwise due to the Contractor by the amount of: (i) debit memos; (ii) commissions that have been rescinded, refunded, or reversed as a result of cancellation, dispute, or reversal of bookings; (iii) any other obligations or liabilities owed to the Company arising from or caused by the Contractor; and (iv) applicable credit card processing fees.
Payments to the Contractor
The Contractor shall comply with all requests from the Company to provide necessary personal and financial information, including, without limitation, the completion of any “know your customer” (KYC) documentation and identity verification processes designed to ensure compliance with applicable sanctions and to prevent fraud, money laundering, and other financial crimes. The Contractor shall maintain current and accurate bank account details with the Company for the purpose of receiving electronic payments and shall complete any required tax documentation upon request. The Company may withhold access to the Sava Hub or suspend payments to the Contractor until all required forms, data, or KYC procedures have been completed in full.
The Company reserves the right to charge a monthly administrative fee not exceeding ten percent (10%) on any commissions unclaimed for a period exceeding one (1) year, with such amount to be deducted from the outstanding balance over time. The Company shall bear no responsibility for any payment delays, errors, or failures resulting from incorrect information or omission of required details by the Contractor.
The Contractor acknowledges and agrees that nothing in these Terms shall require the Company to act in violation of any applicable law, rule, regulation, or order. The Company and its affiliates are prohibited from engaging in any dealings or transactions involving persons, countries, or territories subject to sanctions, including, as of the date hereof, Cuba, Iran, North Korea, Syria, Crimea, Afghanistan, Russia, and Belarus. Such restrictions may affect the Contractor’s ability to make certain bookings or receive commissions related thereto.
The Company may, at its discretion, make available different membership tiers or plans for Contractors (“Advisor Plans”). Each Advisor Plan may include distinct tools, technology, content, benefits, and pricing structures. The Company reserves the right to update, change, replace, suspend, or discontinue any Advisor Plan, in full or in part, at any time without prior notice.
The Advisor Plan selected by the Contractor will be shown prior to enrollment, reflected in the Contractor’s Sava Travel Hub, under their profile settings and is hereby incorporated into these Terms as part of the agreement between the Contractor and the Company.
Upon completing the purchase of an Advisor Plan, the Contractor will receive access to the features and Services associated with that plan for the length of the membership term chosen at checkout (the “Membership Period”). The Membership Period begins on the date when the Company successfully processes the Contractor’s initial payment (the “Effective Date”) and will continue until the end of the applicable subscription term, unless renewed or terminated in accordance with these Terms.
If the subscription is not renewed, all current bookings will be considered “Abandoned Bookings” and the applicable policies will be put into place.
Each Advisor membership and corresponding account is intended for use solely by the registered Contractor. Account sharing, resale, or transfer to another person or entity is strictly prohibited. The Company permits the use of sub-agents only for Contractors who meet specific performance thresholds, as outlined in Sava Travel’s official policies (“Policies”).
The Contractor is solely responsible for safeguarding their login credentials and for all actions taken through their account. Any booking, communication, or transaction conducted using the Contractor’s username or password will be deemed to have been authorized by the Contractor. The Company may hold the Contractor responsible for any loss or damage incurred by Sava Travel or others resulting from the unauthorized or improper use of the Contractor’s account or credentials.
The Company reserves the right to suspend or terminate access to its systems if it reasonably believes an account has been shared, misused, or accessed without authorization.
The Contractor acknowledges that, in the course of providing Travel Advisor Services, they may have access to sensitive financial information, personal data, and other information protected under applicable law. The Company may require the Contractor, and any of its Third Parties, to provide certain financial, criminal, or personal information to verify suitability and ensure compliance with legal and business standards.
Upon request, the Contractor agrees to promptly provide a true and accurate certified copy of a background check from a reputable credit reporting or background screening agency for themselves or their Third Parties. This information will be used solely for purposes related to the Company’s business operations, risk management, and regulatory compliance.
Tiered Membership Program
The Company maintains a tiered membership program for its travel advisors, which takes into account factors such as experience, training, performance, and other criteria. Access to certain benefits, industry affiliations, or special privileges is determined by membership tier, as further described in the Policies.
For example, contractors may not be eligible to request discounted travel advisor rates, net rates for personal travel, or complimentary stays until they achieve the requisite membership tier. Eligibility requirements and benefits associated with each tier may be updated from time to time in accordance with the Policies.
The Contractor agrees to pay the Company the applicable subscription membership fees required to maintain membership in the Sava Travel community and to access Sava Travel’s Services (“Membership Fees”). The Contractor agrees to maintain a valid credit card or other accepted payment method on file with the Company for payment of all Membership Fees and to provide updated payment information upon request. The Contractor represents and warrants that they have the lawful right to use the payment method(s) provided.
When a payment is initiated, the Contractor authorizes the Company to transmit payment information to third parties as necessary to process the transaction. Additional information may be required to verify the Contractor’s identity prior to completing payment. By initiating any payment, the Contractor agrees to the then-current pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated by the Company. All fees and applicable taxes shall be payable in United States dollars.
In the event of non-payment, and in addition to any other remedies available at law or in equity, the Company reserves the right to deduct any outstanding Membership Fees from commissions owed or to become owed to the Contractor. The Company further reserves the right to suspend, limit, or terminate the Contractor’s access to the Sava Travel Hub and/or Services until all outstanding amounts are paid in full.
By enrolling in a subscription membership with the Company, the Contractor agrees to pay the recurring Membership Fee for the selected plan—billed on either a monthly or annual basis, as applicable—together with any required taxes or additional charges. The initial charge will occur on the date the membership begins, and subsequent charges will automatically recur at the start of each renewal period at the then-current Membership Fee rate, plus any applicable taxes or fees.
By completing a subscription purchase, you expressly authorize Sava Travel (or its designated payment processor) to initiate automatic, recurring, and non-refundable payments using the payment method you have provided, until your membership is cancelled in accordance with these Terms.
Membership fees will be automatically charged to the payment method on file at the beginning of each renewal cycle unless the Contractor cancels the membership prior to the renewal date. The Company may send advance notice of upcoming renewals or fee changes to the email address associated with the Contractor’s account.
By maintaining an active subscription, the Contractor acknowledges and agrees that the membership includes recurring billing and accepts responsibility for all charges incurred prior to cancellation. The membership will remain active until (a) the Contractor cancels it through the Sava Travel account settings, or (b) the Company suspends or terminates access to the membership or related Services in accordance with these Terms.
Once payment of Membership Fees has been made to the Company, the Contractor agrees that neither the Contractor nor any of its representatives shall initiate a chargeback or payment dispute with respect to such fees. The Contractor’s continued access to the Sava Travel Hub and/or Services during the relevant period shall constitute conclusive evidence of the Contractor’s agreement to pay the Membership Fees. The Contractor shall be responsible for all costs, including reasonable attorneys’ fees, incurred by the Company in recovering any amounts charged back or otherwise disputed.
The Contractor may cancel their initial subscription membership and request a full refund within 14 calendar days of the Effective Date of the membership. After this period, membership purchases are final, and no refunds will be issued for Membership Fees already paid. Notwithstanding the foregoing, if a payment error or other unexpected issue occurs during processing, the Company reserves the right to cancel the payment at its discretion. In such cases, any payment already received for the affected transaction will be refunded.
The Contractor may cancel their membership at any time; however, such cancellation will generally take effect at the end of the current Membership Period. Except as expressly provided with respect to the initial subscription purchase, no portion of the Membership Fee paid for the then-current Membership Period will be refunded upon cancellation.
Membership cancellations can be managed through the Contractor’s Sava Travel Hub Profile. The Contractor remains responsible for all Membership Fees, including any applicable taxes or other charges, for the current Membership Period. Upon cancellation, access to Sava Travel Services and features will continue until the end of the current Membership Period, unless the Company or the Contractor specifies an earlier termination date (the “Termination Date”).
Membership in the Sava Travel community is exclusive and subject to qualification at Sava Travel’s sole discretion. The Company may, with three business days’ prior written notice, terminate these Terms of Membership and revoke access to the Sava Travel platform, Services, or membership status for any reason. Notwithstanding this notice requirement, Sava Travel may immediately suspend, limit, or terminate a Contractor’s account without prior notice and without refunding Membership Fees if the Company reasonably believes the Contractor has violated these Terms, the Policies, or engaged in fraudulent, unethical, or illegal conduct. The Company shall not be liable for any losses or damages resulting from the suspension, limitation, or termination of a Contractor’s account or access to Sava Travel’s platform or Services.
Independent Contractor Relationship
The Contractor is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the Contractor and the Company for any purpose. The Contractor has no legal authority, and shall not hold itself out as having authority, to bind the Company and it shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.
This Agreement does not constitute a hiring by either party.
The Contractor is (i) not required to work particular hours; (ii) not required to work at the Company’s offices; (iii) not required to work exclusively for the Company; (iv) not covered by the Company’s employee policies and procedures; and (v) not entitled to receive payment or reimbursement for training trips.
Without limiting this section, the Contractor will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on the Contractor’s behalf. In addition, the Contractor will not receive sick leave pay, vacation pay, jury duty pay, leave of absence considerations, medical insurance benefits. The Contractor shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by the Contractor in connection with the performance of the Travel Advisor Services shall be the Contractor’s employees and the Contractor shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee.
The Contractor is not eligible for any other benefits that the Company may provide to its employees.
The Contractor shall make all decisions with respect to the location where it performs Travel Advisor Services. Except as previously provided otherwise in this Agreement, the Company shall not require the Contractor to perform any duties at the Company’s place of business. The Contractor shall provide its own office, which may be located at its home or other location, and which it must outfit with fixtures, equipment, voice and data phone lines, computers, and printers, at its own expense.
Contractor shall perform Travel Advisor Services as a self-employed business, person, or business entity.
The Contractor is exclusively responsible – and shall pay – for all expenses it incurs in connection with performing Travel Advisor Services. The Company is not liable to the Contractor or any third party for any such expenses, including automobile expenses, mileage, parking, meals, postage, office supplies, internet connection, or telephone calls.
The Contractor shall provide its own business supplies and materials. The Contractor shall purchase all advertising, promotional and marketing materials it uses in connection with performing the Travel Advisor Services contained in this Agreement, including pop-up banners, letterhead, postage, event giveaways and other materials.
The Contractor is solely responsible for any travel or other costs or expenses incurred by the Contractor in connection with the performance of the Travel Advisor Services, and in no event shall the Company reimburse the Contractor for any such costs or expenses.
Nothing in this Agreement constitutes either party an agent, legal representative, subsidiary, joint venture, partner, employee, affiliate or servant of the other party for any purpose whatsoever. Nothing in this Agreement authorizes the Contractor to make any contract, agreement, warranty, or representation on the Company’s behalf. Nor may the Contractor incur any debt or other obligation in the Company’s name.
The Company may contract with other contractors to perform Travel Advisor Services.
The Contractor shall not be required to attend any office meetings or staff training sessions.
If Contractor uses the Company’s Trademarks on its business card and letterhead, Contract shall prominently and conspicuously provide notice of, and display on such materials, its status as an independent contractor for the Company, to avoid implying that the Contractor is the Company’s employee. Contractor shall use business cards and letterhead that are distinctively different in both appearance and color from any cards and stationary the Company uses. The Contractor shall submit all such materials to the Company in advance of use for the Company’s review and approval.
The Contractor’s Other Business Activities
The Contractor may be engaged or employed in any other business, trade, profession, or other activity which does not place the Contractor in a conflict of interest with the Company; provided that during the Term, the Contractor shall not be engaged in any business activities that do or may directly compete with the business of the Company or perform any Travel Advisor Services without the Company’s prior written consent, to be given or withheld in its sole discretion.
The Company’s Intellectual Property Rights
Subject to the limited rights expressly granted in these Terms, the Company retains all right, title, and interest in and to its intellectual property, including, without limitation, its trademarks, service marks, logos, trade dress, platform, systems, content, policies, and any improvements, modifications, derivative works, additions, or enhancements thereof (collectively, “Sava Travel Intellectual Property”). All rights not expressly granted to the Contractor under these Terms remain exclusively with the Company.
The Company hereby grants the Contractor the nonexclusive, non-assignable right to use its proprietary trademarks, and any other trademark it authorizes from time to time (collectively referred to as “Trademarks”), to perform Travel Advisor Services. The Contractor shall use the Trademarks in strict accordance with these Terms and Sava Travel Policies. The Company may, at any time, change the trademark or trademarks constituting the Trademarks the Contractor is authorized to use. The Contractor acquires no ownership or goodwill in the Sava Travel Marks. Upon termination or expiration of the Contractor’s membership or these Terms, all rights to use the Sava Travel Marks shall immediately cease.
Without limiting the foregoing: (i) The Contractor shall not use the Trademarks as security for any obligation or indebtedness nor in any manner encumber it; (ii) The Contractor shall not use the Trademarks as part of its corporate, partnership, or other legal name; (iii) The Contractor shall not use or attempt to register any other trademarks, service marks, or other commercial symbols that are the same as or similar to any of the Trademarks, nor any mark with phonetic or graphic similarity to the Trademarks; and (iv) The Contractor shall exercise caution when using the Trademarks to ensure that neither the Trademarks nor the goodwill pertinent thereto is jeopardized in any manner.
The Contractor may use the Trademarks to advertise. The Contractor shall submit all advertising to the Company for its review and approval before the Contractor may use it, unless such advertising has been provided by the Company. The Company may approve or disapprove any advertising that it previously approved; in which case, the Contractor shall immediately cease using such advertising.
Without the Company’s prior written consent, the Contractor cannot register any domain name containing the word “Sava”
If the Company makes a reasonable determination to modify, discontinue, or to use one or more additional or substitute Trademarks then, upon notice from the Company, the Contractor will terminate or modify, within a reasonable time, such use in the manner prescribed by the Company. The Company will not reimburse the Contractor for any out-of-pocket expenses that Contractor incurs to implement such modifications or substitutions and the Company is not obligated to reimburse the Contractor for any loss of goodwill or revenue associated with any modified or discontinued Trademarks.
Any use of the trademarks not in strict accordance with, or outside the scope of, this Agreement, without the Company’s prior written consent, infringes the Company’s rights in the Trademarks. Both during and after the Term, the Contractor shall not, directly or indirectly, infringe or contest or aid in contesting the validity of, or right of the Company to the Trademarks, or take any other action in derogation of the Company’s rights in the Trademarks.
Upon the reasonable request of the Company, during and after the Term, the Contractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be reasonably necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record or enforce its rights in any work product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain the Contractor’s signature on any such documents, the Contractor hereby irrevocably designates and appoints the Company as its agent and attorney-in-fact, to act for and on the Contractor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protection related to the work product with the same legal force and effect as if you had executed them. The Contractor agrees that this power of attorney is coupled with an interest.
To the extent that any of the Contractor’s preexisting materials are incorporated in the Travel Advisor Services to the Company, or otherwise necessary for the use or exploitation of any Travel Advisor Service, the Contractor hereby grants to the Company an irrevocable, worldwide, perpetual, royalty-free, non-exclusive license to use, publish, reproduce, perform, display, distribute copies of, and prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. The Company may assign, transfer and sublicense such rights to others without the Contractor’s approval.
As between the Contractor and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to the Contractor by the Company, including all Intellectual Property Rights therein. The Contractor has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Company materials except solely during the Term to the extent necessary to perform its obligations under this Agreement. All other rights in and to the Company materials are expressly reserved by the Company.
The Contractor’s Intellectual Property Rights
The Contractor grants the Company a perpetual, non-exclusive, worldwide, fully paid, royalty-free license to use, copy, modify, distribute, sublicense, display, perform, and transmit any content of any kind that the Contractor submits, publishes, or generates using the Sava Travel Hub or systems (collectively, “Advisor Content”). This license allows the Company to utilize Advisor Content for any purpose related to its business operations or Travel Advisor Services.
The Contractor acknowledges that, as an independent contractor, any work product, content, or materials created in the course of performing Travel Advisor Services for the Company that incorporate or derive from Sava Travel Intellectual Property or confidential information are the sole property of the Company. To the extent applicable by law, the Contractor assigns to the Company all right, title, and interest in such work product. The Contractor agrees to execute any documents reasonably requested by the Company to perfect, protect, or enforce Sava Travel’s intellectual property rights.
To the maximum extent permitted by law, the Contractor waives any moral rights or similar rights that the Contractor may have in Advisor Content or work product created for the Company and agrees not to assert such rights against the Company, its successors, or licensees.
The Contractor represents and warrants that Advisor Content does not infringe or misappropriate any third-party intellectual property rights and that the Contractor has all rights necessary to grant the licenses and assignments described in these Terms. The Contractor agrees to indemnify and hold harmless the Company against any claims arising from a breach of this representation.
By participating in any Sava Travel–organized or –sponsored event, including events co-hosted with travel partners or suppliers, the Contractor grants the Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully transferable and sublicensable license to use the Contractor’s name, image, likeness, voice, signature, and any photographs, video, or audio recordings that include or depict the Contractor (“Likeness”) in any format or medium now known or developed in the future.
This license allows the Company to use, reproduce, distribute, display, publish, transmit, and otherwise exploit the Contractor’s Likeness for any lawful purpose related to its business operations, including but not limited to marketing, promotional, and training materials, website content, and social media channels.
The Contractor acknowledges and agrees that such use may be made without additional notice, review, or approval, and you waive any right to royalties, compensation, or claims arising from or related to the Company’s use of your Likeness, including for commercial purposes.
Confidentiality.
The Contractor acknowledges that they will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, OTHER CONFIDENTIAL INFORMATION, or operations of the Company, its affiliates, or their suppliers, or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium. Any Confidential Information that the Contractor develops in connection with the Travel Advisor Services, including but not limited to manuals, Company’s IATA and CLIA codes, and Company’s proprietary information relating to selling cruises and information relating to the following: marketing plans; business strategies and methods; and competitive information (including the names, phone numbers, regular mail and e-mail addresses of contractors and customers; and pricing structures and arrangements with the Company, shall be subject to the terms and conditions of this clause. The Contractor agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Travel Advisor Services. The Contractor shall notify the Company immediately in the event it becomes aware of any loss or disclosure of any Confidential Information.
For clarity, the Sava Travel Hub, its features, and related systems constitute Sava Travel Confidential Information unless and until explicitly made public by the Company. The Company agrees to maintain the confidentiality of the Contractor’s client lists and related proprietary information.
Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through the Contractor’s breach of this Agreement; or (ii) is communicated to the Contractor by a third party that had no confidentiality obligations with respect to such information.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Contractor agrees to provide written notice of any such order to an authorized officer of the Company immediately of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.
Notice of Immunity Under the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
The Sava Travel Hub, together with any software, messaging or email services, devices, equipment, systems, and networks provided or made accessible by Sava Travel or its vendors (collectively, “Sava Travel Systems”), are provided solely for purposes related to Sava Travel business operations and authorized travel services. Sava Travel may access, monitor, analyze, and record any data, communications, or content transmitted, stored, or processed using the Sava Travel platform or Sava Travel Systems, either manually or via automated means, to the extent permitted by law. Such monitoring may be conducted for purposes including, but not limited to, maintaining system integrity, improving and delivering services, marketing, and other legitimate business purposes.
The Contractor and any third parties acting on their behalf shall not use the Sava Travel platform or Sava Travel Systems for any unlawful purpose or any purpose other than that expressly authorized. The Contractor agrees, and will ensure that any third parties agree, not to engage in any activity that could compromise the security or integrity of the Sava Travel Systems, including attempting to gain unauthorized access, decompile, disassemble, scrape, extract data or content, or reverse engineer any component of the Sava Travel platform or systems.
The Contractor acknowledges their responsibility for safeguarding all data to which they have access and agrees to maintain the privacy and confidentiality of personal and travel-related information belonging to their clients, as well as information belonging to the Company or any other Sava Travel Advisors. Such data may include, but is not limited to, names, addresses, telephone numbers, email addresses, dates of birth, family information, travel itineraries, travel preferences, location data, and payment details. The Contractor shall handle this information in accordance with applicable laws, regulations, and Sava Travel policies.
Client data entered or stored in the Sava Travel Systems or third party Customer Relationship Management (CRM) system by a Contractor remains the property of that Contractor and will not be shared with other Sava Travel Advisors without the Contractor’s express consent. Contractors may request access to their client data by contacting Sava Travel support through the official support channels.
The Contractor shall promptly notify the Company of any actual or suspected unauthorized access to or use of client information, the Sava Travel Hub, or Sava Travel Systems. The Advisor agrees to keep the Company fully informed regarding all measures taken to address unauthorized access or use and to protect the individuals to whom the affected personal information relates.
Representations and Warranties
Policies
The Contractor acknowledges that it has read, understands, and agrees to comply with all policies and guidelines established by Sava Travel, which collectively form an integral part of these Terms of Membership, including any amendments or newly adopted policies implemented following the Contractor’s acceptance of these Terms of Membership (collectively, the “Policies”). Copies of all current Policies are available within the Sava Hub under the section titled “Policies” and are hereby incorporated into these Terms of Membership by reference. Sava Travel shall provide notice through the Sava Hub of any material updates or modifications to the Policies.
Indemnification by the Travel Advisor
The Contractor shall indemnify, defend, and hold harmless the Company, its parent, subsidiaries, affiliates, licensors, and each of their respective officers, directors, members, managers, employees, agents, successors, and assigns (collectively, the “Sava Travel Indemnitees”) from and against any and all losses, damages, liabilities, claims, actions, suits, judgments, settlements, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to any third-party claim, demand, or action to the extent caused by:
(a) any breach or alleged breach by the Contractor of these Terms, the Policies, or any representations, warranties, or covenants made herein;
(b) any infringement, misappropriation, or violation of any third-party intellectual property, proprietary, or privacy right by the Contractor or its affiliates, contractors, or agents, including with respect to any Travel Advisor Content or other materials provided or created by the Contractor;
(c) any and all other losses, damages, claims, demands, liabilities and cause of actions of every kind or character and nature, as well as costs and expenses incident thereto that arise out of or are otherwise related to Contractor’s performance of Travel Advisor Services or to any act or omission of the Contractor under or relating to this Agreement.
(d) any negligent act, omission, or willful misconduct of the Contractor or its contractors, employees, or agents;
(e) any violation by the Contractor of applicable laws, rules, or regulations in connection with the performance of Travel Advisor Services; or
(f) any act or omission of a third party acting on behalf of or engaged by the Contractor.
This indemnity continues in full force and defect, notwithstanding the termination of this Agreement.
Indemnification by Sava Travel
The Company shall indemnify, defend, and hold harmless the Contractor and its successors and assigns (collectively, the “Advisor Indemnitees”) from and against any and all losses, damages, liabilities, claims, actions, suits, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or relating to any claim by a third party that the Sava Travel Hub, as made available by the Company, infringes or misappropriates any valid third-party intellectual property right.
Notwithstanding the foregoing, the Company shall have no obligation to indemnify the Contractor to the extent that any claim results from:
(a) the Contractor’s breach of these Terms, negligence, willful misconduct, or fraud;
(b) any Travel Advisor Content or other materials provided or created by the Contractor;
(c) the Contractor’s failure to use any updates, modifications, or enhancements provided by the Company that would have avoided such claim; or
(d) the Contractor’s combination, use, or modification of the Sava Travel Hub with software, data, or materials not provided or authorized by the Company.
Procedure for Indemnification
The party seeking indemnification (the “Indemnified Party”) shall promptly provide written notice of any claim to the other party (the “Indemnifying Party”) and shall reasonably cooperate in the defense or settlement of such claim. The Indemnifying Party shall have the right to assume control of the defense and settlement of the claim, provided that:
(a) the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent unless such settlement (i) provides a full and unconditional release of the Indemnified Party, (ii) does not require any admission of liability or wrongdoing by the Indemnified Party, and (iii) imposes no obligations or restrictions on the Indemnified Party’s business or operations; and
(b) the Indemnified Party may participate in the defense at its own expense with counsel of its choosing.
If the Indemnifying Party fails or refuses to assume control of the defense, the Indemnified Party may defend the claim at the Indemnifying Party’s expense and shall be entitled to recover all reasonable costs and expenses, including attorneys’ fees, incurred in doing so.
E&O Insurance
The Company shall make commercially reasonable efforts to secure and maintain an active errors & omission insurance policy on behalf of the Contractor, which insurance shall cover only Travel Advisor Services. The policy shall be retained by the Company and will be available to the Contractor upon written request. Such insurance coverage will be immediately terminated upon termination of this Agreement.
The Contractor acknowledges that the Company retains sole discretion in determining whether to submit any potential E&O claim involving the Contractor to its insurance provider, and that the Contractor is responsible for any applicable deductible or other out-of-pocket costs related to such a claim.
Contractors whose annual sales or booking volume exceed thresholds established in Sava Travel’s policies may be required to obtain and maintain their own E&O insurance coverage at their own expense, in accordance with those policies and applicable regulations.
Contractors who market or conduct business under their own independent brand name, trade name, or logo — and not under the Sava Travel brand — are not covered under the Company’s E&O insurance policy. Such Contractors are solely responsible for obtaining and maintaining their own E&O insurance coverage for their independent operations.
Termination
Notwithstanding anything to the contrary contained in this Agreement, the Company may terminate this Agreement at any time without cause. To do so, the Company must deliver written notice of termination to the Contractor and such termination is effective upon delivery of notice, unless the notice specifies a later date of termination, which date may not be later than the Expiration date.
Notwithstanding anything to the contrary contained in this Agreement, the Contractor may terminate this Agreement at any time without cause provided the Contractor has paid all outstanding amounts owed to the Company and its affiliates, suppliers, and vendors.
Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, The Contractor shall promptly within five (5) business days after such expiration or termination:
The Contractor will retain full access to the Sava Travel Hub and Services through the Termination Date, provided the Contractor remains in compliance with these Terms and the Policies, including any exclusivity or non-solicitation obligations. The Contractor agrees not to alter or transfer any existing bookings, permit a third party to take over a booking, or cancel bookings with the intent of rebooking under a new identifier or account. Subject to the Policies regarding abandoned or unfulfilled bookings, the Contractor shall be entitled to receive commissions on all eligible travel booked prior to the Termination Date and collected by the Company.
Within two business days after the expiration or sooner termination of this Agreement, the Contractor shall provide the Company with written notice containing the name, address, telephone number, location and payment status pertaining to each reservation then outstanding. The Company shall complete all bookings in progress at the time of expiration or termination of this Agreement.
Nothing contained in this Section releases the Contractor from its obligation to pay the Company outstanding amounts due at the time of termination. Upon termination, the Contractor has 30 days to pay back any recalled commission or fees owed to the Company.
Effective upon the Termination Date, the Contractor must immediately cease using Sava Travel trademarks, logos, email addresses, system logins, and other proprietary materials, and must not represent themselves as affiliated with Sava Travel.
All provisions that, by their nature, are intended to survive termination or expiration of the Advisor Plan or these Terms shall remain in full force and effect. Such surviving provisions include, but are not limited to, obligations regarding abandoned bookings, intellectual property rights, indemnification, confidentiality, permitted use of Sava Travel systems, client data, disclaimers of warranty, limitations of liability, binding arbitration and class action waivers, governing law, and general provisions. These obligations shall survive regardless of the reason for termination, whether initiated by the Contractor or by the Company.
Non-Solicitation of Travel Clients
Each party agrees that during the Term of this Agreement and for a period of twenty-four (24) months following the termination of this Agreement, the Contractor covenants and agrees that the Contractor will not directly or indirectly solicit or attempt business from any current client or target client of the Company where the Contractor had no pre-existing relationship (at the time of initial request). For purposes of this clause, current client means an individual who has purchased a product from the Company within the past twenty four (24) months; target client means an individual who has been contacted by the Company (by either an employee or contractor) regarding a potential sale of a product sold by the Company, has obtained any Services from the company, asked the Company to purchase products provided by the Company, or where the Contractor had no pre-existing relationship (at the time of initial request) with the potential client regarding products provided by the Company.
All systems, tools, software, platforms, and other resources provided by the Company (including, without limitation, the Sava Travel Hub and Sava Travel Systems), as well as any content, materials, rates, or information displayed or made available through such systems, are provided on an “as is” and “as available” basis, without any warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, the Company expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
The Company does not warrant or guarantee that the Hub, the Systems, or any Services will be uninterrupted, error-free, or secure, nor does it warrant that any defects will be corrected or that the Hub or Systems will be free from viruses or other harmful components.
The Hub may display or rely on information and content supplied by third parties, including but not limited to supplier rates, availability, descriptions, and policies. The Company does not independently verify such third-party information and makes no representations or warranties regarding its accuracy, completeness, or reliability. Upon learning of any material inaccuracy in third-party information, the Company will use commercially reasonable efforts to correct such inaccuracies.
The Company acknowledges and agrees that any reliance on or use of the Sava Travel Hub, Systems, or related content, data, or Services is at their sole discretion and risk. Except as expressly provided in the “Indemnification” section of these Terms, the Contractor is solely responsible for any damages, losses, or liabilities arising from such use. In the event of any errors, omissions, or inaccuracies in third-party information (including supplier rates or descriptions), the Contractor’s exclusive remedy shall be against the applicable third party that provided the information.
The Contractor further acknowledges that, as between the parties, the Contractor is solely responsible and liable for all Travel Advisor Services offered, promoted, or provided to clients, including all client communications, advice, and conduct related thereto. The Company has no responsibility or liability for the Contractor’s Travel Advisor Services, representations, or interactions with clients.
The Company makes no representation, warranty, or guarantee regarding any specific income, commissions, or other benefits that may result from the Contractor’s participation in the Sava Travel program or use of the Sava Travel Hub. No obligation or assurance shall be deemed to exist except as expressly stated in these Terms.
Assignment
The Contractor shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.
To the maximum extent permitted by law, the Company shall not be liable to the Contractor or any third party for any indirect, incidental, consequential, exemplary, special, or punitive damages, including but not limited to loss of revenue, profits, data, or business opportunities, arising out of or in connection with these Terms, the Sava Travel Hub, the Sava Travel Systems, or the Services, regardless of whether such damages were foreseeable or whether the Company has been advised of the possibility of such damages.
The Company’s total aggregate liability arising from or related to these Terms, regardless of cause or theory of liability (including contract, tort, or negligence), shall not exceed the total amount of fees paid or payable by the Company to the Contractor in the twelve (12) months immediately preceding the event giving rise to the claim.
Mandatory Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms, their interpretation, breach, termination, enforcement, or the Services (collectively, “Disputes”) shall be resolved exclusively through binding, individual arbitration. Such arbitration shall not be conducted as a class, representative, or consolidated action. The Federal Arbitration Act governs this provision. By agreeing to these Terms, both parties waive the right to a trial by jury and to participate in a class or representative action. This arbitration obligation survives the termination of these Terms.
Exceptions
Limited exceptions to this arbitration requirement include:
Arbitration Procedure
Arbitration will be conducted under the rules of the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) or another mutually agreed arbitration provider, except as modified by these Terms. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules.
Arbitration shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements imposed by the state law of North Carolina. The arbitrator shall have exclusive authority to resolve all disputes regarding the interpretation, enforceability, and scope of this arbitration provision. Any arbitral award determination shall be final and binding upon the Parties.
Arbitration Costs
Filing, administrative, and arbitrator fees shall be governed by the applicable AAA rules. Each party is responsible for its own legal fees unless otherwise awarded by the arbitrator under applicable law. If the arbitrator finds a claim frivolous, the party responsible may be required to pay costs as determined by the arbitrator.
Relief and Remedies
The arbitrator may award declaratory or injunctive relief solely to the individual party seeking relief and only to the extent necessary to address that party’s claim. Public injunctive relief (aimed at preventing harm to the public generally) must be pursued in a court of competent jurisdiction and not in arbitration. Litigation of public injunctive relief claims shall be stayed until resolution of individual claims in arbitration.
Class Action Waiver
The Contractor and the Company agree that all claims must be brought in an individual capacity only, not as a plaintiff or class member in any class or representative action. Arbitrators may not consolidate claims or preside over any form of class or representative proceeding. If this class action waiver is deemed unenforceable, the entirety of the “Mandatory Arbitration Agreement; Exceptions; Arbitration Procedure; Arbitration Costs, and Relief and Remedies” sections shall be void.
Severability
If any provision of these Terms (other than the Class Action Waiver) is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Force Majeure
The Company shall use commercially reasonable efforts to provide the Services with a level of quality and consistency comparable to similar organizations of its size. The Company will endeavor to provide timely notice to the Contractor of any planned maintenance or downtime affecting the Sava Travel Systems or the Sava Travel Hub that may impact the availability or performance of the Services.
The Company shall not be liable for any interruption, delay, or failure to perform any obligation under these Terms resulting from causes beyond its reasonable control, including but not limited to strikes, lockouts, acts or orders of government, riots, insurrections, acts of terrorism, hacking or denial-of-service attacks, embargoes, shortages of fuel or energy, natural disasters (such as fire, flood, earthquake, tsunami), or other events commonly recognized as Force Majeure Events. In the occurrence of such a Force Majeure Event, the Company’s obligations shall be suspended for the duration of the event, and the Company shall use commercially reasonable efforts to resume performance of the affected Services with minimal delay consistent with the standards set forth herein.
Governing Law
This Agreement and all related documents, including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of North Carolina, including its statutes of limitations, and applicable North Carolina state choice of law statutes, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the State of North Carolina. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
Miscellaneous
These Terms of Membership, together with the Advisor Commission Share, Advisor Plan, the Policies, and any other agreements incorporated by reference (each as may be amended or updated from time to time in accordance with their terms), constitute the entire agreement between the Contractor and the Company regarding the Contractor’s access to the Sava Travel Hub, your use of the Services, and the Contractor’s relationship with Sava Travel. All prior agreements, understandings, or representations, whether written, oral, or otherwise, are superseded and have no further force or effect.
In the event of any conflict between these Terms and the Policies, Advisor Plan, or any other incorporated documents, the terms of these Terms of Membership will govern. These Terms shall not be construed against either party on the basis of drafting. Except as expressly stated herein, these Terms do not create any rights, remedies, or benefits for any person or entity other than the Contractor and the Company.
The Company may assign its rights and obligations under these Terms at any time without notice. The Contractor may not assign the Contractor’s rights or delegate the Contractor’s obligations under these Terms without the prior written consent of the Company. These Terms are binding upon, and will inure to the benefit of, the parties and their respective successors and permitted assigns.
The Contractor shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.