Terms of Use


Agreement Between THOR and Agent/User

1.       General

 

Welcome to the www.ThorAgentConnection.com website (“Site”). These terms and conditions (“Terms”) are issued by Travel Industries, Inc., doing business as THOR, Inc. (“THOR”). These Terms explain a contractual agreement between you and THOR regarding your use of this Site. 

 

The Site is operated by THOR and is made available for use by travel agents (“Agent”), and any employees, consultants or contractors permitted by the Agent to use the Site (“Users”).  The Site is offered to you conditioned on your acceptance without modification of these Terms. Your use of the Site constitutes your agreement to all such Terms.  Please read these Terms carefully and keep a copy of them for your reference.

 

DO NOT USE THIS SITE IF YOU DO NOT AGREE WITH THESE TERMS.  We reserve the right, in our sole discretion, to modify or update these Terms at any time.  Such modifications and updates shall be effective immediately upon posting.  You agree to be bound by such modified and updated Terms if you access or use this Site after we have posted notice of such modifications or updates.

 

Our collection and use of information about the users and visitors to this Site is subject to our Privacy Policy.  For more information, please review our Privacy Policy.

 

2.       Links to Third Party Sites/Third Party Services

 

(i)      This Site may permit you to link to many other websites that may or may not be affiliated with this Site and/or with THOR.  The Site contains links to other websites (“Linked Sites”). Specifically, THOR has partnered with Travel Syndication Technology, LLC (“TST”) to assist Agents and Users in making travel reservations on THOR’s Site.  To the extent that Agents and Users make travel bookings on the Site or other Linked Sites, you will be required to agree to and abide by such additional terms applied by TST and the third party operators of the Linked Sites (“Third Party Terms”).  Third Party Terms will be displayed at the time of the travel bookings and may require your acceptance at that time.

 

(ii)    Certain services and products (“Products”) made available via the Site are delivered by Linked Sites.  By using any product, service or functionality originating from the Site, you agree that THOR may share such information and data with TST and any third party owner or operator of the Linked Sites with whom THOR has a contractual relationship to provide the requested product, service or functionality on behalf of Agents and Users. 

 

(iii)   The Linked Sites are not under the control of THOR and THOR is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site.

 

3.       No Unlawful or Prohibited Use

 

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site in accordance with these Terms. As a condition of your use of the Site, you warrant to THOR that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

 

4.       Intellectual Property Rights 

 

THOR will at all times retain title to and ownership of the Site and Agent and Users will not acquire any title, intellectual property, or other rights in the Site, except for the license rights expressly granted under these Terms.

 

All access to information about our services, products, and related subject matter (“Content”), including text, photographs, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or intellectual property rights.  The Content is owned and controlled by THOR or our affiliates, or by third-party content providers, merchants, sponsors, and licensors (collectively the “Provider”).  You agree to abide by all additional copyright notices, information, or restrictions contained in any Content. 

 

You may not copy, modify, reproduce, republish, upload, post, transmit, distribute, and/or exploit the Content in any way (including by e-mail or other electronic means) for commercial use without the prior written consent of us or the Providers.  Your modification of the Content, use of the Content on any other website or networked computer environment, or use of the Content for any purpose other than in connection with the Products on this Site, without the written consent of THOR or the Providers, as applicable, violates the intellectual property rights and proprietary rights of the content owners and is prohibited. 

 

You may not use on your website or otherwise, any registered or unregistered trademarks, service marks or copyrighted materials appearing on this Site, including any logos or characters, without the express written consent of the owner of the mark or copyright.  You may not frame, deep ink, or otherwise incorporate into another website any of the content or other materials on this Site without THOR’s express prior written consent. 

 

Violation of trademark, copyright and other intellectual property laws may result in significant civil liability or criminal penalties under applicable law.  You recognize that any reproduction of use of Content, except as authorized by these Terms, is considered intentional infringement.  

 

5.       Payments. 

 

(i)    Agent will be eligible for compensation for Qualifying Bookings made on the Site as set forth in the Appendix hereto, and in accordance with these Terms.

(ii)   “Qualifying Booking(s)” means the purchase of a Product through the Site or call center supporting the Site, (i) which has been paid for in full and for which the travel or service purchased has been completed, (ii) for which supplier commissions have been received, and (iii) has not been (a) exchanged, (b) refunded or rebated or (c) determined to be fraudulent.

 

6.       Agent Obligations to THOR; Support.

 

(i)      Agent accepts and shall be bound by the Site support obligations as set forth in the Appendix to these Terms.

(ii)    Your acceptance of these Terms and your use of the Site also constitutes your agreement to become of member of the THOR group of travel agents (“THOR Consortia”) in accordance with these Terms and other provisions as may be provided to you from time to time as a member of the THOR Consortia.

(iii)   Agent accepts that nothing in these Terms requires THOR to accept Agent and/or Agent’s Users as members of the THOR Consortia, and Agent further agrees that THOR reserves the right to deny Agent and/or Agent’s Users access to the Site for any reason in its sole discretion.

 

7.       Confidentiality

 

(i)    Confidential Information. THOR and Agent agree that all confidential information disclosed to it by the other will be held in strict confidence and will be used only for purposes of providing the Products to Agent on the Site, THOR and Agent agree that Agent’s confidential information may be disclosed by THOR to its parents,  affiliates, and representatives; provided THOR will use its reasonable commercial efforts to procure that such entities will not do anything which, if done by THOR, would be in breach of these  Terms. THOR may disclose publicly that Agent is a customer or vendor of THOR.

(ii). Qualifying Booking Information. THOR may use and disclose information included in Qualifying Bookings created by Agent through the Site as required by law or in support of government or law enforcement security initiatives, according to customary practices, or as reasonably required in the course of THOR’s business.

(iii). Personal Information. Agent and Users will use reasonable precautions to protect the security and integrity of personal information. Agent and Users will comply with all applicable laws governing the treatment of personal information.  When Agent and Users use the Site to arrange travel, Agent will notify the traveler that (i) Agent shares with THOR the personal information that Agent has collected from the traveler, (ii) the Site  will process and store the traveler’s personal data, (iii) such processing and storage is necessary to complete the requested travel, and (iv) the personal information will be processed and stored in the United States in accordance with the THOR Privacy Policy which is available for review on the Site. THOR may revise the THOR Privacy Policy, in its sole discretion, at any time without notice to Agent.

 

8.       Relationship of the Parties; Termination.

 

(i)    You agree that no joint venture, partnership, employment, or agency relationship exists between you and THOR as a result of your acceptance of these Terms or your use of the Site.  THOR’s performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of THOR’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by THOR with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

(ii)   THOR reserves the right, in its sole discretion, to terminate Agent and User access to the Site and the related services or any portion thereof at any time, without notice. 

 

9.       Warranties and Remedies

 

(i)    THOR Warranty. THOR represents and warrants that: (a) it (or its affiliate) is the owner or authorized licensee of the software contained in or provided with the Site; and (b) it has the right to provide access to the Site to Agent and Users; This warranty will be null and void if Agent or Users fail to use the Site in accordance with these Terms and any guidelines made available to Agent by THOR from time to time or makes any unauthorized change to the Site.

(ii)   Remedies for Breach of Warranty. THOR will defend and hold Agent harmless against any third party claim due solely to an alleged breach of Sections 9.(i).(a) or (b), provided that Agent gives THOR prompt written notice of the claim, THOR has sole authority to defend or settle the claim, and  Agent reasonably cooperates in THOR’s defense of the claim. If THOR is found to be in breach of Sections 9.(i).(a) or (b), THOR will, at its option and expense, modify or replace the component of the Site causing the breach, or obtain the right for Agent to continue to use the component of the Site, as applicable. No remedy will be available to Agent with respect to any downtime or non-performance of any portion of the Site resulting from normal maintenance, repairs or other scheduled downtime, failure of data communications facilities, downtime caused by Agent, or downtime resulting from causes beyond the reasonable control of THOR. The remedies available under this Section are exclusive of any other remedy, now or hereafter existing at law, in equity, by statute or otherwise for breach of Section 9.(i).

(iii)  Warranty Exclusions. THOR (a) MAKES NO OTHER WARRANTY WITH RESPECT TO THE THOR SITE, THE LINKED SITES, THE PRODUCTS OR THESE TERMS; (b) MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THIRD PARTY PRODUCTS AND SERVICES, CONTENT OFFERED IN THE SITE OR VENDORS PARTICIPATING IN THE SITE; AND (c) EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THOR DOES NOT WARRANT THAT THE SITE WILL MEET AGENT’S REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.

(iv) Agent Warranty.  Agency represents and warrants that (a) it has obtained, and will maintain in place throughout the use of the Site all necessary licenses and other approvals whether from government or otherwise to enable it to act as an Agent and utilize the Site, (b) its use of the Site, and any travel reservations entered by the Agency or Users on the Site is in compliance with all applicable laws, rules and regulations, and the rules and regulations of applicable Linked Sites, Third Party Terms, and travel suppliers.

 

10.       Limitation of Liability.

 

In allowing access to Agent and Users to the Site, THOR is not liable for and Agent and Users expressly and knowingly waive, relinquish, and release THOR, its parents, affiliates and subsidiaries, and their respective officers, directors, employees, agents and subcontractors and their respective successors and assigns, from any indirect, incidental, consequential, special, punitive or exemplary damages or losses, or loss of use, loss of or damage to records or data, cost of procurement of substitute goods, services or technology, loss of revenue and/or profits, sustained or incurred regardless of the form of action, whether in contract, tort or otherwise, including, without limitation, negligence, strict liability, indemnity or otherwise, and whether or not such damages were foreseen or unforeseen and regardless of whether THOR had received notice or had been advised, or knew or should have known, of the possibility of such damages or losses.

 

11.       Indemnification

 

Agent and its Users will indemnify, defend, and hold harmless THOR, its parents, affiliates and subsidiaries, and their respective officers, directors, employees, agents, and subcontractors and their respective successors and assigns (each an “Indemnitee”), from and against any and all third party losses, costs, damages, claims, demands, expenses and liabilities, including reasonable attorneys’ fees, costs and related expenses, which may be threatened against or incurred by an Indemnitee solely as a result of any injuries or deaths of persons, or the loss or loss of use of, damage to, or destruction of physical property, arising out of or related to its negligence, willful misconduct or breach of these Terms and that may be incurred by THOR or a THOR Indemnitee solely as a result of Agent’s and/or User’s misuse of the Site or Agent’s and/or User’s provision of travel services and/or products.

 

12.       Permission to Solicit and Communications.

 

Agent authorizes THOR and TST to communicate with Agent’s Users and travelers, either electronically, by telephone, by mail or fax on special offers and in connection with travel reservations as needed. 

 

13.       Governing Law; Jurisdiction.

 

The Agreement and all disputes arising under or in connection with the Agreement, including actions in tort, shall be governed by the law of the United States and the State of Georgia, without regard to its conflict of laws principles. All actions brought to enforce or arising out of the Agreement shall be brought in courts located within the United States and the State of Georgia, the Parties hereby consenting to jurisdiction and venue therein. THOR may take such steps as it may consider necessary or desirable in order to enforce any judgment or order against Client Agent with respect to the Agreement in any jurisdiction where Client Agent trades or has assets.

 

14.       Entire Agreement.

 

These Terms and the Appendix attached hereto and incorporated into these Terms constitute the entire agreement and understanding of THOR and Agent on the use of the Site, and,  upon acceptance by Agent, supersedes all prior agreements, whether written or oral, between THOR and Agent concerning the Site. THOR reserves the right, in its sole discretion, to change the Terms and Appendix provisions under which the Site is offered.  The most current version of the Terms and Appendix will supersede all previous versions.  THOR encourages Agent to periodically review the Terms and Appendix to stay informed about updates by THOR.


 

 

APPENDIX

 

I.  COMPENSATION AND PAYMENTS TO AGENT

 

1. Qualifying Bookings; TST Merchant of Record

(i)                 Agents shall make Qualifying Bookings for Products via the Site. TST credentials shall be used for Qualifying Bookings with Product suppliers. 

(ii)                TST shall be the merchant of record for some Qualifying Bookings, and shall process payments with TST making payments to Product suppliers on behalf of THOR.

(iii)               Where TST is not the merchant of record on Qualifying Bookings, TST shall be considered the seller with Agent payments being processed by the Product Supplier. 

(iv)              Where TST is not the merchant of record, if/as allowed by TST in its discretion, payment for Qualifying Bookings shall be made directly to TST from the Product suppliers.    

(v)                All payments to Agents for Qualifying Bookings will be made after travel and receipt by TST of all payments due. 

(vi)              TST reserves the right to designate any Qualifying Bookings as incomplete or non-collectable and as such is not a Qualifying Booking.

 

2. Agent Support Obligations.  Compensation shall be subject to the Agent and TST support obligations set forth in this Appendix. THOR and Agents, jointly and severally, shall be responsible for all chargebacks and/or fraud costs, and TST shall setoff those amounts from other amounts owed to THOR or Agents. 

 

3. Reductions to Compensation.  Notwithstanding any term to the contrary in this Appendix, TST shall have the discretion to alter compensation and payments based on changes in compensation in the travel industry (e.g., cruise lines cut commissions) without notice to Agent.  Such changes in compensation payments will be reflected in compensation payments subsequent to the travel industry changes taking effect.

 

4. Timing of Payments to Agent by TST: TST shall pay Compensation to Agent, monthly in arrears, in U.S. Dollars, no later than forty-five (45) days following the end of each calendar month as to Qualifying Bookings during such month in accordance with Section 6 below, and such time period shall be sixty (60) days where a paper check must be remitted. 

 

5. Form of Payments to Agent by TST:

(i)                  Compensation payments made by ACH:  All payments to Agents shall be paid by TST via ACH and such payments shall be at no charge to the Agent.

(ii)                For any Agent that elects manual check as a remittance preference, a fee of $15.00 per check will be assessed.  A compensation due minimum of $100.00 is required to initiate a check, any compensation amounts due that are less than $100.00 will be held on account until the aggregate due the Agent reaches the $100.00 threshold.  Statements of account will be provided to any Agent with compensation due but below the minimum.

(iii)               For any Agent that requires a wire as remittance, a fee of $25.00 per wire will be assessed.  A compensation due minimum of $200.00 is required to initiate a wire; any compensation amounts due that are less than $200.00 will be held on account until the aggregate due the Agent reaches the $200.00 threshold.  Statements of account will be provided to any Agent with compensation due but below the minimum.

 

6. Calculation of Compensation/Payments to Agent by TST.

(i)                  TST agrees to pay the Agent for each Qualified Booking the percentage of the Net Booking Sales amount from the table below for the Product within that booking. 

(ii)                “Net Booking Sale” amount means the sale amount paid by the traveler, not including taxes or other governmental fees or third party payments (e.g., merchant account fees) and shall be adjusted for refunds and return amounts.

(iii)               Payments to Agent for any period of measurement will be reduced by any of the following (if/as applicable) incurred or allocated to that period ("Variable Expenses"): any and all amounts incurred or allocated due to (i) finance charges (i.e. credit card fees, fraud, chargebacks, bad debts), (ii) customer care (i.e. partial refunds, partial rebates, courtesy refunds, rebates or other similar costs related to customer goodwill), (iii) securing substitute accommodations, redeemed coupons, (iv) and Transaction Taxes related to the Qualifying Bookings.

(iv)              Variable Expenses exclude fixed general administrative costs, labor costs, and overhead (i.e. non-customer care related rent, utilities).  TST will not charge Agent support costs (i.e. account management, merchandising, technology support, product management, etc.), implementation charges, licensing fees, setup costs, subscription charges, or recurring maintenance fees.

(v)                TST reserves the discretion to deem any amount uncollectible and such uncollectible amounts shall not be factored into Qualifying Bookings for which payments to Agent would be due. 

(vi)              Qualified Bookings made prior to any termination by Agent, or by THOR or TST, of Agent’s use of the Site, which are completed and paid prior to the expiration of 6 months from such termination, shall be payable as set forth in this  Appendix. 

(vii)             For each Qualifying Booking, except for GDS Hotel and Prepaid Hotel, TST shall pay Agent an amount equal to the Net Booking Sale multiplied by the below listed  percentages (as updated from time to time).  For each Qualifying Booking for GDS Hotel and Prepaid Hotel, TST shall pay the Agent compensation in an amount equal to a net collected commission multiplied by the listed percentages.

 

 

Payments to Agent

 

 

 

Agent Makes Booking via Travel Site

 

Traveler Makes Booking via Travel Site

Directly Online

 

 

 

 

Merchant Hotel

12%

Merchant Hotel

6%

 

 

 

 

GDS Hotel

80% of net collected commission

GDS Hotel

40% of net collected commission

Prepaid Hotel

80% of net collected commission

Prepaid Hotel

40% of net collected commission

 

 

 

 

Hertz Car

5.5%

Hertz Car

3%

Dollar Thrifty Car

5.5%

Dollar Thrifty Car

3%

EAN Car

5.5%

EAN Car

3%

Avis Budget Car

5.5%

Avis Budget Car

3%

Car Trawler

5.5%

Car Trawler

3%

 

 

 

 

Cruise

10%

Cruise

7%

Insurance

20%

Insurance

0%

 

 

 

 

 

 

(viii)           TST shall pay Agent 80% of Net Revenue from Agent fees for air service where the Agent makes a Qualified Booking via the Site.

(ix)             TST shall pay Agent 50% of Net Revenue from Agent fees for air service where the traveler makes the Qualified Booking directly online via the Site.

 


 

II. SUPPORT RESPONSIBILITIES

 

1.            Agent Support Responsibilities:

(i)               All Qualified Bookings should be made in the Site. No Qualifying Bookings will be made by TST over the phone. When Qualifying Bookings fail due to non-availability of rates or technical issues (connectivity, supplier errors), the Agent will need to pursue other existing channels

(ii)                All cancellations and changes should be made in the Site.

(iii)               All reporting should be performed in the Site.

(iv)              Any lookup of existing traveler reservations should be performed in the Site.

(v)                All “at destination” traveler issues will be handled by the Agent.

(vi)              Agent shall provide industry standard first line support for all Products, Qualifying Bookings and related matters.  Agent may call TST for support only when the support issue is unable to be remedied through the Site or other TST support processes communicated to Agent. TST shall provide second level support to Agent per TST policies and procedures and as otherwise agreed in writing with THOR.

(vii)             TST’s current policies and procedures provide for second tier support for the Site 9am to 6pm EST, Monday through Friday.

 

2.            TST Support Responsibilities; TST Representatives

(i)                  TST Representatives (“TST Agents”) will work on resolving the underlying issue when reservation attempts fail due to system or supplier error,

(ii)                TST Agents can assist with reservation cancellation during business hours when a reservation cancellation attempt fails due to a system error.

(iii)               TST Agents can assist with reservation modification during business hours when modifications fail due to system error. Modification will consist of cancel/rebook via the Site or additional booking via the Site to accommodate additional nights.

(iv)              Any valid refund requests must be sent to TST Agents for processing.

(v)                Any “at destination” issues that could not be resolved by Agent will need to be reported via the support portal for research.  Should the supplier resolution not be favorable, TST is not responsible for any refunds.

(vi)              TST shall provide Agent with procedures for error reporting and support, and Agent shall comply with such procedures.  Agent must use the Site and TST procedures for error reporting.  If TST receives an error notice (as defined by TST) (“Error Notice”) and TST does not deliver to the entity that submitted the Error Notice any written objection to the Error Notice (an "Objection Notice") within thirty (30) days of receipt of an Error Notice, the error shall be deemed to have been confirmed.