Argyle Experiences Terms and Conditions

TRAVEL AGENT SERVICES AGREEMENT

THIS TRAVEL AGENT SERVICES AGREEMENT (this “Agreement”) is made by and between Argyle Strategies, LLC, a Washington limited liability company doing business as Argyle Experiences (“Company”, “we”, or “us”) on the one hand, and the party identified on the Inquiry Form, or otherwise requesting travel-related assistance (“Client”, “you”, or “your”), on the other hand. Company and Client may each be referred to individually as a “party” and collectively as the “parties.” This Agreement shall be effective as of the date of Client’s acceptance via electronic means (e.g., click-to-accept, digital signature, etc.) or otherwise (“Effective Date”).

1. Services. Company agrees to provide the travel-related services (the “Services”) described in the Proposal, a copy of which is attached hereto as Schedule A, as applicable. If a Proposal has not been presented, the Services to be performed by Company, and to which the terms of this Agreement shall apply, include all arrangements and bookings made in connection with the trip or destination(s) initially identified by Client via Company’s planning platform Tern, and any subsequent additions or modifications thereto (the “Inquiry Form”).

2. Term. This Agreement shall commence on the Effective Date and shall continue in effect until the travel arrangements/bookings contemplated in the Proposal or Inquiry Form (as applicable) have either been utilized, cancelled, or forfeited.

3. Fees. In exchange for the Services, Client agrees to remit the payments described:

     (a) in the “Fees” section of the Proposal, which fees Client agrees to deliver to Company in immediately available funds in the amounts and at the intervals designated. All deposits and fees remitted by Client are non-refundable unless otherwise expressly noted in the Proposal; or

     (b) in written correspondence between Client and any Company agent or representative memorializing compensation terms.

4. Products and Suppliers. The retail travel products and services offered by Company in connection with the Services are supplied by third party vendors, such as airlines, hotels, car-rental agencies, tour operators, cruise lines, and other third parties identified on Client’s itinerary(ies) (hereinafter, “Suppliers”). Therefore, you acknowledge that Company is acting merely as an intermediary or “booking agent” for Client in acquiring transportation, hotel accommodations, sightseeing and other privileges or services for Client’s benefit. Furthermore, Company shall not be responsible for any loss accident, injury, delay, defect, omission or irregularity which may occur or be occasioned, whether by reason of any act, negligence or default of any Supplier or other third party engaged in or responsible for carrying out any of the arrangements contemplated in Client’s itinerary(ies), or otherwise in connection therewith. Client will be entering into separate contracts with Suppliers in connection with such products and services.

5. Supplier Cancellations and Changes. Suppliers’ contracts may allow them to cancel or amend bookings, and in such event their cancellation, rebooking and refund policies will govern your rights and remedies. Company will make reasonable efforts to notify you about any significant changes once we become aware of them, however, Company accepts no liability for any such changes or resulting costs Client may incur. Subject to the Supplier’s terms and conditions, Client may have the option to accept the amended arrangements, accept an offer of alternative travel arrangements (if one is made available by the Supplier), or to cancel the booking(s) and request any available refunds. Company cannot guaranty that any refunds will apply. Moreover, if travel insurance was obtained by Client, the terms of the policy will dictate whether, and to what extent, coverage for any financial loss may exist under the circumstances.

6. Client Cancellations and Changes.

     (a) Changes. Where changes to bona fide travel arrangements are possible and permitted, our standard change fee of $50 will apply, in addition to any Supplier change fees. Client acknowledges that all reservation changes are subject to availability and the terms and conditions of the product purchased. Changes to name details are not permitted by many airlines and other Suppliers. While Company will endeavor to make any such change requested, please bear in mind that most airlines and Suppliers treat a name change as a cancellation, to which standard conditions and charges may apply. Additionally, Client acknowledges that flights must be taken in the sequence they appear on your ticket or e-ticket confirmation. If you do not plan to take a flight as booked, please contact the airline as far in advance as possible to discuss your options. Failure to check in on time for a confirmed reservation, may result in the airline registering you as a “no show,” which may result in additional charges, or worse, your whole flight itinerary being cancelled and/or your ticket(s) rendered null and void.

     (b) Cancellations. You agree to notify us as soon as possible if you choose to cancel any of your travel arrangements and will hold us harmless in the event you fail to do so. You also acknowledge that you will be bound by the cancellation terms and conditions of your Supplier contracts. Although you may be entitled to a partial refund upon cancellation, Company’s fees and any deposits paid are non-refundable. Please also note that flight tickets cannot be refunded if they are partially used. Company is not responsible for Supplier’s failure to pay a refund.

7. Non-Circumvention. Company may be entitled to commission from Suppliers for bookings made in its performance of the Services. In some instances, Company’s anticipated receipt of commission will result in certain fees that would otherwise be charged to Client being waived by Company. As such, Client agrees not to book any accommodations or travel-related products or services contemplated in the Proposal or Inquiry Form on their own, and further agrees that Company shall have the exclusive right to make all such bookings and receive commission therefor.

8. Travel Documents. Client is solely responsible for reviewing any itinerary(ies) and other travel documents generated in connection with Company’s provision of the Services (“Travel Documents”) for accuracy and must notify the Company promptly of any errors or discrepancies. The names on any Travel Document(s) must match the names reflected on government-issued identification documents for each member of Client’s travel party. Client agrees that Company shall not be liable for the loss, destruction, theft, etc. of any Travel Documents.

9. Travel Insurance. For Client’s protection, Company strongly recommends that you purchase travel insurance. Please note, however, that neither Company, nor any of its representatives, are licensed insurance professionals and that any travel insurance options presented or ultimately purchased, are offered, and provided through Suppliers (e.g. travel insurers). No representation, warranty, or description about the insurance made by Company personnel constitutes a binding assurance or promise about the insurance. All policy inquiries should be submitted to the applicable or prospective insurer. Although travel insurance is recommended, bear in mind that some policies have a specific clause stating they do not cover epidemic or pandemic-related claims, especially when travel warnings are in place. Client agrees to hold Company harmless for all costs or losses incurred by Client or any member of Client’s travel party resulting from an election not to purchase travel insurance, or for any denial of claim(s) by any travel insurer.

10. Credit Card Authorization.

     (a) Grant of Authority. Company requires authorization to use Client’s credit card in connection with its provision of the Services (unless payment via Venmo, Cash App, or other mobile payment service is available and mutually agreed). Client hereby authorizes Company and/or the Supplier to charge Client’s credit card for travel services and/or arrangements for Client and Client’s travel party. Client also authorizes Company to use Client’s credit card to pay Suppliers for services related to Client’s trip/travel plans, including, for illustrative purposes only, and not as a means of limitation, non-refundable design fees, ticketing fees, concierge services, deposits, payment in full for airline tickets, cruise, tour, ground, and changes. This authorization will remain in full force and effect until terminated by Client in writing with any such termination being effective only with respect to fees and expenses Client has not already agreed to pay, and effective only with respect to travel arrangements occurring after the written termination is delivered to Company. Notwithstanding the preceding general grant of authority to Company for the use of Client’s credit card in connection with the Services, all such charges will be specifically delineated and subject to Client’s further authorization.

     (b) Chargebacks. If the Supplier of a travel product or service purchased by Company on Client’s behalf (each a “Purchased Benefit”), does not provide the Purchased Benefit, Client’s only recourse is against the Supplier, and Client agrees not to initiate a chargeback against Company. If the Supplier requires Company to indemnify it against your chargebacks, Client agrees to indemnify Company, including our costs of collection and attorneys’ fees, and Client hereby assigns to us all proceeds from the exercise of Client’s chargeback rights as security for this indemnification. Client further agrees and ratifies that any use of Client’s credit card by Company in connection with provision of the Services, subject to Client’s exercise of rights of chargeback, were authorized by Client and signed for by Company on Client’s behalf.

11. Additional Terms. Client agrees that Client’s use of the Services is subject to this Agreement, the Terms of Use available on Company’s website (and which are hereby incorporated into this Agreement), and any additional terms and conditions of any Supplier that are applicable to your booking or travel arrangements. You agree on behalf of yourself and those in your travel party that you will comply with all such terms and conditions, including the payment of all amounts when due. You agree that any violation of any such terms and conditions may result in, without notice: (a) the cancellation of your reservation or purchase, (b) the forfeiture of any monies paid for your reservation or purchase, (c) you being denied access to the applicable travel related product or service, and (d) any other rights provided by this Agreement or applicable law in favor of Company.

Client represents and warrants that Client is (a) of sufficient age to use our services and can create binding legal obligations in connection therewith (b) legally authorized to act on behalf of those individuals in Client’s travel party, and to accept these terms and conditions on their behalf, and (c) that the information supplied by Client or members of Client’s travel party are true and correct. Client acknowledges that Client is responsible for informing such other persons of all terms and conditions applicable to their travel arrangements.

12. Limitation of Liability. To the maximum extent permitted by law, and notwithstanding any other provision of this Agreement, Client agrees that Company and Company’s officers, directors, members, managers, employees and representatives, total aggregate liability for any and all claims, losses, costs, damages of any nature whatsoever, or claims expenses from any cause or causes, including without limitation, attorneys’ fees and costs and expert witness fees and costs, shall not exceed the aggregate amount paid to Company for the Services. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED BY COMPANY OR SUPPLIERS OR PUBLISHED BY EITHER MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS. COMPANY DOES NOT GUARANTEE THE ACCURACY OF AND DISCLAIMs ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO SUCH INFORMATION THAT APPEARS ON ANY OF OUR PUBLICATIONS.

THE CARRIERS, HOTELS AND OTHER SUPPLIERS PROVIDING TRAVEL OR OTHER SERVICES TO CLIENT IN CONNECTION WITH THE SERVICES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE COMPANY. COMPANY IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. COMPANY HAS NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND OUR CONTROL, AND COMPANY HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.

13. Indemnification. Client agrees that by entering into this Agreement, you are binding all members of your travel party to the terms and conditions hereof and represent to Company that you are duly authorized by said persons to do so. You also agree to indemnify and hold the Company, and the Company’s officers, employees, directors, managers, and members (“Indemnified Parties”), harmless from any and all claims for any damages, including but not limited to monetary losses, made against Company by any member of your travel party. Client further agrees to indemnify the Indemnified Parties against any claims, causes of action, demands, losses, damages, or other costs, (including reasonable legal and accounting fees) arising from (a) your breach of this Agreement, or (b) your violation of any law or the rights of any third party.

14. Miscellaneous.

     (a) Applicable Law. This Agreement shall be governed by and construed under the laws of the state of Washington, without giving effect to its choice of law rules. The parties hereby irrevocably consent to the jurisdiction and venue of the federal, state, and local courts located in King County, Washington, in connection with any action arising out of or in connection with this Agreement.

     (b) Conflicting Terms. To the extent the terms of this Agreement conflict with any provision of the Terms of Use, the terms of this Agreement shall prevail and control. To the extent the terms of this Agreement conflict with the terms of the Proposal or subsequent agreement entered by the parties, the terms of the Proposal or such other subsequent agreement shall prevail and control.

     (c) Use of Testimonials. Client agrees that Company may use any quote, review, or testimonial about Company’s services (a “Testimonial”) Client provides in Company’s sole discretion for promotional campaigns and future business opportunities, including but not limited to print media, electronic media, audio, and video. Client hereby waives any right to compensation for use of any such Testimonial.

     (d) Email marketing. Client agrees that Company may add Client to an email distribution list for newsletters, promotional campaigns, and/or future business opportunities. Client may opt-out of such communication at any time by contacting Company via email or utilizing the opt-out link in the email communication.

     (e) Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the other provisions herein shall remain in full force and effect and shall be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

     (f) Entire Agreement. This Agreement, including the exhibits referenced herein, together contain the entire agreement of the parties regarding the Services. The provisions of this Agreement may not be amended, except by an agreement in writing signed by authorized representatives of both parties.