This will serve as an official wholesale supplier agreement between City Discovery Inc., hereby referred to as City Discovery, and your company, hereby referred to as the supplier, concerning the supplier's sales program, with the following terms and conditions:
1. This agreement does not guarantee that City Discovery will sell or promote the products and services of the supplier. City Discovery is absolutely free whether to admit the supplier on his program. This Agreement is applicable to all products and services provided by Supplier to City Discovery.
2. A Supplier form and formal agreement will be sent to you upon acceptance of the distribution agreement. The files attached to it shall constitute part of this contract. Any other related files that may be sent later on shall be considered as amendments to the contract.
3. City Discovery agrees to sell Supplier's products and services through City Discovery's websites (http://www.city-discovery.com and http://www.world-airport-transfer.com and its affiliates and partners' websites). Supplier agrees to provide factually accurate information to City Discovery regarding the details of all of Supplier's products and services. City Discovery retains the right to remove any information from any of its websites which it reasonably believes to be inaccurate.
4. City Discovery may make changes in the descriptions and tour titles to enhance the clarity and presentation of Supplier's products or services while maintaining factual accuracy to the original materials sent by Supplier.
5. Supplier will provide the identified service or product upon presentation of the official e-ticket (voucher) issued by city-discovery.com or world-airport-transfer.com. A sample of the e-ticket and voucher will be sent to Supplier.
6. City Discovery will not be responsible for any loss or client refund request arising from any miscommunication or other action or inaction that is attributable to Supplier.
7. Supplier represents and warrants that all intellectual property (including photographs) provided by Supplier to City Discovery is either owned by Supplier or Supplier has secured the rights and/or licenses necessary to display, utilize or otherwise permit the copying of the intellectual property. Supplier further represents and warrants that Supplier has secured all rights necessary for City Discovery to display, distribute or utilize intellectual property during the term of this Agreement. Supplier agrees to indemnify and hold harmless City Discovery from all damages, including attorney fees and expenses, relating to any claims or allegations by third parties that City Discovery' use of the intellectual property provided by Supplier constitutes an infringement or wrongful act under any state or federal law.
8. Supplier agrees to provide all facts pertaining to any additional charges associated with Supplier's products or services. Supplier shall provide written notification of such additional charges prior to confirming any booking affected by the change in price. Supplier agrees that City Discovery shall not be liable to Supplier or any of its representatives if Supplier confirms a booking for a client prior to receiving written notification that the additional charges apply.
9. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, and neither of the parties hereto shall assign this Agreement without the prior written consent of the other party.
10. Supplier acknowledges that City Discovery shall not be liable for any injuries or damages suffered by any client(s) who utilize(s) Supplier's products or services. Supplier agrees to indemnify and hold harmless City Discovery from any and all claims or damages (including attorney fees and costs) incurred by City Discovery in defending any allegations or claims by any client(s) utilizing or purchasing Supplier's product(s) or service(s).
11. The validity, construction and enforcement of this Agreement and all the terms and provisions hereof shall be governed in accordance with the laws of the State of Ohio, exclusive of its conflict of law provisions. Any dispute between the parties arising out of this Agreement shall be submitted to final and binding arbitration in the City of Toledo, Ohio, USA, under the Commercial Arbitration Rules of the American Arbitration Association then in effect upon written notice and demand of any party therefore. The arbitration shall be conducted by one (1) arbitrator and any arbitration award rendered shall be binding, final and conclusive upon all parties, and judgment thereon may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover reasonable attorney fees and costs from the other party.
12. This Agreement contains the entire agreement between the parties hereto, and there has been no promise, inducement or agreement not herein expressed which has been made or entered into by the parties.