Effective Date: September 6, 2016.
The Cruise Lines International Association website, located at www.cruising.org (the “Site”), is owned and operated by the Cruise Lines International Association (“CLIA,” “we,” “our” or “us”). You agree to comply with and be bound by the following CLIA Website Terms and Conditions (the "Terms and Conditions") when you: (a) access the Site; (b) access the Site’s viewable industry information, cruise industry policies (“Cruise Industry Policies”), certification courses, live seminars, annual reports, text, graphics, photographs, CLIA CruiseTV and other videos, magazines, research materials and other content (collectively, “Content”); (c) utilize the searchable directory of travel agents (“Travel Agent Finder”); (d) register to enter one or more promotions and/or sweepstakes offered by CLIA from time-to-time (collectively, “Promotions”); (e) access links to CLIA’s social media pages/accounts on third party social media websites, such as Facebook®, LinkedIn®, Pinterest® and Twitter® (collectively, “Social Media Pages”); (f) purchase promotional materials and other merchandise made available to travel industry professionals (“Promotional Materials”); (g) register, for a fee, for one (1) or more of CLIA’s cruise counsellor certification and/or travel industry training courses (collectively, the “Certification and Training Courses”); and/or (h) register, for a fee, for CLIA membership as an individual travel agent (“Individual Agent”) or a travel Agency (“Agency,” and together with the Individual Agents, the “Agency Members”), which enables the applicable Agency Member to gain inclusion in the Travel Agent Finder and to access the various Agency Member opportunities and services made available by CLIA and its third party cruise line operator partners (collectively, “Cruise Line Members”) (collectively, the “Agency Member Services,” and together with the Site, Content, Social Media Pages, Promotions, Promotional Material, Certification and Training Courses, and Travel Agent Finder, the “CLIA Offerings”). The Agency Member Services are further described in separate terms and conditions applicable to Agency Members (collectively, the “Agency Member Agreement”). Agency Members may also be referred to as “Affiliated Sellers of Travel” and “Travel Sellers” in the Agency Member Agreement. Individual Agents may only register where the Agency that they work for has also registered as an Agency Member on the Site.
Facebook® is a registered trademark of Facebook, Inc. (“Facebook”). LinkedIn® is a registered trademark of LinkedIn Corporation (“LinkedIn”). Pinterest® is a registered trademark of Pinterest, Inc. (“Pinterest”). Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). Please be advised that CLIA is not in any way affiliated with Facebook, LinkedIn, Pinterest or Twitter, and the CLIA Offerings are not endorsed, administered or sponsored by any of those entities.
1. SCOPE OF AGREEMENT; MODIFICATION
By using the CLIA Offerings, you agree to be bound by, and to comply with, the Agreement. If you are dissatisfied with the CLIA Offerings for any reason, you agree that your sole and exclusive remedy is to discontinue using the CLIA Offerings. The Agreement constitutes the entire and only agreement between you and CLIA with respect to your use of the CLIA Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings between you and CLIA with respect to the CLIA Offerings. We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that any amendment or modification to the: (a) arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using any of the CLIA Offerings. By your continued use of any of the CLIA Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable). Therefore, you should regularly check the Site for updates and/or changes.
The CLIA Offerings are available only to individuals that: (a) are at least eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age); (b) can enter into legally binding contracts under applicable law; and/or (c) are acting in their capacity as duly authorized representatives of a valid business entity, where the applicable Agency Member is an entity (collectively, “Registration Requirements”). If you do not meet the Registration Requirements, you do not have permission to use and/or access the CLIA Offerings.
3. NECESSARY EQUIPMENT; WIRELESS CHARGES
You shall be responsible, at all times, for ensuring that you have an Internet connection, computer/mobile device, up-to-date Internet browser versions, a functioning e-mail account, applicable software, applicable hardware and/or other equipment necessary to access the CLIA Offerings. CLIA does not guarantee the quality, speed or availability of the Internet connection associated with your mobile device and/or computer. CLIA does not guarantee that the CLIA Offerings can be accessed: (a) on all mobile devices; (b) through all wireless service plans; (c) in connection with all Internet browsers; and/or (d) in all geographical areas. Standard messaging, data and wireless access fees may apply to your use of the CLIA Offerings through your wireless device. You are fully responsible for all such charges and CLIA has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier.
4. REGISTRATION; TERMINATION OF YOUR ACCOUNT
In order to register for a CLIA Offerings account ("Account") and access certain of the CLIA Offerings and/or enter a Promotion, you must first fully complete the applicable registration form located on the Site ("Form"). Depending on which of the CLIA Offerings you are attempting to access, the information that you must supply on the Form may include some or all of the following: (a) full name; (b) full mailing address; (c) telephone number; (d) e-mail address; (e) credit card information (where making a purchase); (f) your user ID and password; and (g) any other information requested on the Form (collectively, " Form Registration Data"). In addition, where you enter a Promotion and, where applicable, are selected as a potential prize winner in connection therewith, CLIA may collect some or all of the following: (i) mailing address; (ii) Social Security Number (for prize winners); (iii) picture proof of identification, which may include a driver’s license, passport, voting card or similar government issued identification (for prize winners); and (iv) any other information requested in connection with the applicable Contest (collectively, “Contest Registration Data,” and together with the Form Registration Data, the “Registration Data”).
If CLIA approves your Form, CLIA will set up your Account and may contact you directly, via email, telephone or other means. You are responsible for maintaining the confidentiality of your Account, user ID and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur through use of your Account, user ID and password, including any purchases made therethrough.
CLIA may cancel your Account and/or terminate your access to the CLIA Offerings at any time and for any reason, in its sole discretion. Such reasons may include, without limitation, where CLIA believes that you are: (A) in any way in breach of the Agreement; and/or (B) engaged in any improper conduct in connection with the CLIA Offerings.
5. AGENCY MEMBERSHIP; PROMOTIONAL MATERIAL; CERTIFICATION AND TRAINING COURSES AND BILLING PROVISIONS
(a) Promotional Material. You can purchase Promotional Material by completing the applicable Form and providing the requisite Registration Data. Where you have purchased Promotional Material, the credit card that you provided on the Form (“Payment Method”) will be charged the applicable cost, plus applicable sales tax, on the date of purchase. Please allow up to four (4) weeks for delivery of Promotional Material. ALL SALES OF PROMOTIONAL MATERIAL ARE FINAL AND NON-REFUNDABLE.
(b) Certification and Training Courses. Subject to the terms and conditions of the Agreement, end-users may attend in person and/or, where they possess the requisite technology, shall have the opportunity to view and/or download the Certification and Training Courses made available by and/or through the Site and/or other CLIA Offerings. You can purchase Certification and Training Courses by completing the applicable Form and providing the requisite Registration Data. Where you have purchased Certification and Training Courses, your Payment Method will be charged the applicable cost, plus applicable sales tax, on the date of purchase. For purposes of the Agreement, “Live Training Seminars” are Certification and Training Courses that are comprised of seminars where instructors are present (Classroom, cruisExcellence, cruise1eighty, cruise3sixty, etc.). Where you have registered for a Live Training Seminar, you may cancel without penalty and receive a refund in the form of a credit up to twenty-one (21) days prior to the applicable Live Training Seminar. Cancellation must be in writing and sent to [email protected]. Refunds processed will be in the form of a credit to be used toward future CLIA purchases. Where you have registered for a Live Training Seminar less than twenty-one (21) days prior to the applicable Live Training Seminar, you will not qualify for any type of refund or credit. Certification and Training Courses registrations are not transferable. OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 5(b), ALL SALES OF CERTIFICATION AND TRAINING COURSES ARE FINAL AND NON-REFUNDABLE.
The Certification and Training Courses are administered by CLIA, as well as third-party instructors and course providers (collectively, “Third-Party Instructors”). CLIA does not guarantee any outcome or educational benefit in connection with the Certification and Training Courses. CLIA does not control the Certification and Training Courses provided by Third-Party Instructors that are made available by and through the CLIA Offerings. Such Third-Party Instructors are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Certification and Training Courses. The Certification and Training Courses should not necessarily be relied upon. CLIA does not represent or warrant that the Certification and Training Courses and associated material are accurate, complete, up-to-date or appropriate. You understand and agree that CLIA will not be responsible for, and CLIA undertakes no responsibility to monitor or otherwise police, Certification and Training Courses provided by Third-Party Instructors. You agree that CLIA shall have no obligation and incur no liability to such end-users in connection with any Certification and Training Courses. Please use caution, common sense and safety when using the Certification and Training Courses.
(c) Agency Membership.
Travel Agency Membership: Where you submit a Form and associated application in connection with registering for Travel Agency Membership, and your application is approved by CLIA, the Payment Method that you provided during registration or updated at a later date will be charged Three Hundred and Ninety-Five Dollars ($395.00), or such other amount later updated by CLIA, on an annual, recurring basis for as long as your Agency Membership remains active. Such fees will be charged in advance. You acknowledge and agree that CLIA will not obtain any additional authorization from you for this recurring payment. Every time that you use the Agency Membership, you re-affirm that CLIA is authorized to charge your Payment Method and to have the fees applied to same. Travel Agency Membership grants you access to certain Agency Member Services, as further described on the Site and in the associated application and registration materials.
Premier Agency Membership: Where you submit a Form and associated application in connection with registering for Premier Agency Membership, and your application is approved by CLIA, the Payment Method that you provided during registration or updated at a later date will be charged Five Thousand Dollars ($5,000.00), or such other amount later updated by CLIA, on an annual, recurring basis for as long as your Agency Membership remains active. Such fees will be charged in advance. You acknowledge and agree that CLIA will not obtain any additional authorization from you for this recurring payment. Every time that you use the Agency Membership, you re-affirm that CLIA is authorized to charge your Payment Method and to have the fees applied to same. Premier Agency Membership grants you access to certain Agency Member Services as set forth below (which remain subject to change), and as further described on the Site and in the associated application and registration materials.
General Agency Membership Terms: ALL AGENCY MEMBERSHIP FEES ARE FINAL AND NON-REFUNDABLE. In addition to the Agency Member Services and other benefits listed on the Site and in your registration materials, all Agency Membership levels grant you: (a) inclusion in the Travel Agent Finder directory, which is searchable by Site users by zip code, country and proximity; (b) a certain number of free Agency Memberships for Individual Agents that work with the applicable Agency Member entity; (c) a CLIA EMBARC ID card; (d) preferred and, where applicable, discounted access to the Certification and Training Courses; (e) access to the CLIA logo and permission to display it within your agency’s communications; (f) unique booking credentials recognized by CLIA Cruise Line Members; and (g) bonus coupons and bonus commissions from Cruise Line Members (“Coupons and Commissions”). Please be advised that CLIA does not itself own, operate or in any way control the Coupons and Commissions and/or Cruise Line Members. The applicable Cruise Line Members are solely responsible for all aspects of the Coupons and Commissions, including payment and fulfillment of same, as well as the accuracy, completeness, appropriateness and/or usefulness of such Coupons and Commissions. You understand and agree that CLIA will not be responsible for, and CLIA undertakes no responsibility to monitor or otherwise police, the Coupons and Commissions and/or acts and omissions of the Cruise Line Members. You hereby release CLIA, and agree that CLIA shall have no obligation and incur no liability to you in connection with, any aspect of the Coupons and Commissions including, without limitation, any dispute between you and any Cruise Line Member(s). Please note, if you lose or damage your CLIA EMBARC ID card, there is a Twenty-Nine Dollar ($29.00) replacement fee, which shall be charged to your Payment Method when you order a replacement.
(d) Cancellation of Agency Membership. You may cancel your Agency Membership at any time by emailing us at: [email protected]; or calling us at: (855) 444-2542. We will not refund fees paid prior to the termination date and you will remain liable for any unpaid Agency Membership charges previously billed to your Payment Method.
(e) General Billing Provisions. The fees associated with your purchases will appear on your Payment Method statement through the identifier Cruise Lines International Association (CLIA). Failure to use the Promotional Materials, Certification and Training Courses and/or Agency Membership, as applicable, does not constitute a basis for refusing to pay any of the associated charges. Subject to the conditions set forth herein, you agree to be bound by the Billing Provisions of CLIA in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), CLIA reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Continued use of the Site and/or purchase of Promotional Materials, Certification and Training Courses and/or an Agency Membership after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any charges incurred prior to the applicable amendment or modification. CLIA’s authorization to provide and bill for the Promotional Materials, Certification and Training Courses and Agency Membership is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. CLIA’s reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.
6. TRAVEL AGENT FINDER; NON-ENDORSEMENT
The Travel Agent Finder enables Site visitors (“Visitors”) to search for Agency Members using search criteria including zip code, country and proximity to the Visitor. Use of the Travel Agent Finder is subject to the following disclaimers:
(a) CLIA does not sponsor, recommend or endorse any Agency Member that is accessible by or through the Travel Agent Finder. The Travel Agent Finder facilitates communication between Visitors and Agency Members. CLIA does not guarantee that Visitors will successfully find a travel agent through the Travel Agent Finder.
(b) Please use caution and common sense when using the Travel Agent Finder. CLIA does not review the standing of any Agency Members with any regulatory authority or certifying authority. Therefore, CLIA makes no representation regarding the status, standing or ability of any Agency Member. When considering obtaining services from an Agency Member, Visitors should independently confirm that Agency Member’s standing with the applicable regulatory and/or certifying authorities.
(c) CLIA does not involve itself in the agreements between Visitors and Agency Members or the actual provision of travel agent services in connection with the relationships created thereby. Therefore, CLIA does not make any representations regarding the competency, trustworthiness, honesty, integrity and/or behavior of either its Visitors or Agency Members. Each Visitor, and not CLIA, is solely responsible for assessing the competency, trustworthiness, honesty and integrity of all Agency Members that the Visitor contacts, or is contacted by, through use of the Travel Agent Finder.
Subject to the terms and conditions of the Agreement, end-users that possess the requisite technology shall have the opportunity to view, download and/or interact with all or some of the Content made available by and/or through the Site and/or other CLIA Offerings. The Content is compiled, distributed and displayed by CLIA, as well as third-party content providers, such as Cruise Line Members and/or advertisers (collectively, “Third-Party Content Providers,” and together with the Third-Party Instructors, the “Third-Party Providers”). CLIA does not control the Content provided by Third-Party Content Providers that is made available by and through the CLIA Offerings. Such Third-Party Content Providers are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Content. The Content should not necessarily be relied upon. CLIA does not represent or warrant that the Content and other information posted by and through the CLIA Offerings is accurate, complete, up-to-date or appropriate. You understand and agree that CLIA will not be responsible for, and CLIA undertakes no responsibility to monitor or otherwise police, Content provided by Third-Party Content Providers. You agree that CLIA shall have no obligation and incur no liability to such end-users in connection with any Content. You may find certain Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Content.
8. CLIA’S CRUISE INDUSTRY POLICIES
CLIA promotes various Cruise Industry Policies as a way to help foster a safe, secure and healthy cruise ship environment. While CLIA promotes these practices and Cruise Industry Policies, it does not itself, nor through its Cruise Line Members and/or Agency Members, undertake to develop or enforce industry standards. CLIA does not independently test, evaluate, inspect, verify or certify the safety or potential risks of any services or goods provided by its Cruise Line Members and/or Agency Members, nor does it undertake to warn consumers about the safety or potential risks in connection with the services or goods provided by its Cruise Line Members and/or Agency Members. All users should consult applicable federal, state, local and international laws and regulations when evaluating such goods/services. CLIA does not, by the publication of its Cruise Industry Policies, intend to urge action that is not in compliance with applicable laws, and CLIA’s Cruise Industry Policies may not be construed as doing so.
In issuing and making available CLIA’s Cruise Industry Policies, neither CLIA nor its Cruise Line Members and/or Agency Members undertake to render professional advice or other services for or on behalf of any person or entity. CLIA does not assume any duty to perform legal obligations of any of its Cruise Line Members and/or Agency Members. Anyone implementing CLIA’s Cruise Industry Policies should rely on his or her own independent judgment or, as appropriate, seek the advice of a competent professional in determining the exercise of reasonable care in any given circumstances. Any certification or other statement of compliance with the terms of CLIA’s Cruise Industry Policies shall not be attributable to CLIA and is solely the responsibility of the certifier or maker of the statement.
From time-to-time, CLIA may make certain Promotions available to end-users. By providing true and accurate information in connection with the applicable Promotion Form(s), responding to all Promotions-related communications from CLIA and/or the applicable Cruise Line Member and agreeing to the terms and conditions applicable to each Promotion, end-users can obtain, or attempt to obtain, entries for the chance to win prizes in the applicable Promotion(s). Each end-user understands and agrees that CLIA shall not be liable to such end-user or any third party for any claim in connection with that end-user’s participation in any of the Promotions.
10. SOCIAL MEDIA PAGES
The Site contains links to the various CLIA Social Media Pages. The Social Media Pages are hosted and made available on third party websites (“Social Media Websites”) by third party entities. Your use of Social Media Pages and Social Media Websites shall be governed by those Social Media Websites’ applicable agreements, terms and conditions. You understand and agree that CLIA shall not be liable to you, any other User or any third party for any claim in connection with your use of, or inability to use, the Social Media Pages and/or Social Media Websites.
End-users are solely responsible for their interactions with other end-users, Visitors, Agency Members, Third-Party Providers, Cruise Line Members and third parties featured by and through the CLIA Offerings. Because CLIA is not involved in interactions with other end-users and third parties, in the event that you have a dispute with one or more end-users, Visitors, Agency Members, Third-Party Providers, Cruise Line Members and/or other third-parties, you hereby release CLIA from any and all claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.
12. LICENSE GRANT
You are granted a non-exclusive, non-transferable, revocable and limited license to access and use certain portions of the CLIA Offerings, and associated Content in accordance with the Agreement. CLIA may terminate this license at any time for any or no reason. You may use the CLIA Offerings for your own personal, non-commercial use. Other than as expressly authorized, no part of the CLIA Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the CLIA Offerings or any portion thereof. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Site except as expressly permitted by CLIA. CLIA reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the CLIA Offerings. You may not take any action that imposes an unreasonable or disproportionately large load on CLIA infrastructure. Your right to use the CLIA Offerings is not transferable.
13. PROPRIETARY RIGHTS
The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the CLIA Offerings are protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution, publication or sale by you of any part of the CLIA Offerings is strictly prohibited. You do not acquire ownership rights in or to the CLIA Offerings, or any content, document, software, services or other materials viewed at or through the Site or otherwise by and through the CLIA Offerings. “Cruise Lines International Association” is a registered trademark of the Cruise Lines International Association. All Cruise Line Member trademarks, brand names, custom graphics, icons and service names are the intellectual property of their rightful owners including, without limitation, the applicable Cruise Line Members. The use of any CLIA trademark without CLIA’s express written consent is strictly prohibited. The use of any third party trademark without that party’s express written consent is strictly prohibited. The posting of information or material on the Site or otherwise by and through the CLIA Offerings by CLIA does not constitute a waiver of any right in or to such information and/or materials.
14. EDITING, DELETING AND MODIFICATION
We reserve the right in our sole discretion to edit and/or delete any documents, information or other content appearing on the Site or otherwise by and through the CLIA Offerings.
You agree to indemnify and hold CLIA, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the CLIA Offerings; (b) your breach of the Agreement; (c) any dispute between you and any end-user, Visitor, Agency Member, Third-Party Provider, Cruise Line Member or other third party; and/or (d) your violation of any rights of another individual and/or entity. The provisions of this Section 15 are for the benefit of CLIA, its parent, subsidiaries and/or affiliates, and each of their respective members, officers, directors, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
16. DISCLAIMER OF WARRANTIES.
THE CLIA OFFERINGS, ANY PRODUCTS AND/OR SERVICES THAT YOU MAY RECEIVE FROM ANY CRUISE LINE MEMBERS, AGENCY MEMBERS AND/OR THIRD-PARTY PROVIDERS, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR OR RECEIVE THROUGH THE CLIA OFFERINGS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, CLIA MAKES NO WARRANTY THAT: (A) THE CLIA OFFERINGS WILL MEET YOUR REQUIREMENTS; (B) THE CLIA OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL QUALIFY FOR AGENCY MEMBERSHIP; (D) YOU WILL QUALIFY FOR CERTIFICATION AND TRAINING COURSES; (E) YOU WILL GAIN CERTIFICATON OR REALIZE ANY EDUCATION BENEFIT FROM THE CERTIFICATION AND TRAINING COURSES; (F) YOU WILL REALIZE ANY ECONOMIC BENEFIT FROM INCLUSION IN THE TRAVEL AGENT DIRECTORY OR IN CONNECTION WITH ANY OTHER CLIA OFFERINGS; OR (G) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLIA OFFERINGS WILL BE ACCURATE OR RELIABLE. THE CLIA OFFERINGS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE CLIA OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLIA, ANY CRUISE LINE MEMBERS, AGENCY MEMBERS, THIRD-PARTY PROVIDERS OR OTHERWISE THROUGH OR FROM THE SITE OR OTHER CLIA OFFERINGS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE CLIA OFFERINGS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM, OR TRANSACTIONS ENTERED INTO THROUGH, THE CLIA OFFERINGS; (C) THE FAILURE TO QUALIFY FOR AGENCY MEMBERSHIP; (D) THE FAILURE TO QUALIFY FOR CERTIFICATION AND TRAINING COURSES; (E) THE INABILITY TO GAIN CERTIFICATON OR REALIZE ANY EDUCATION BENEFIT FROM THE CERTIFICATION AND TRAINING COURSES; (F) THE FAILURE TO REALIZE ANY ECONOMIC BENEFIT FROM INCLUSION IN THE TRAVEL AGENT DIRECTORY OR IN CONNECTION WITH ANY OTHER CLIA OFFERINGS; (G) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; AND (H) ANY OTHER MATTER RELATING TO THE CLIA OFFERINGS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER CAUSES OF ACTION. YOU HEREBY RELEASE CLIA FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATION STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF CLIA TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CLIA. THE ABILITY TO USE THE CLIA OFFERINGS WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
18. THIRD PARTY WEBSITES.
You may be transferred to Cruise Line Member, Agency Member, Third-Party Provider and other third-party owned or operated websites through links or frames contained on the Site or otherwise made available by and through the CLIA Offerings. You are cautioned to read such websites’ terms and conditions and privacy policies before using such websites in order to be aware of the rules governing your use of such websites and their use of your personal and non-personal information. Because CLIA has no control over such third party websites and/or resources, you hereby acknowledge and agree that CLIA is not responsible for the availability of such third party websites and/or resources. Furthermore, CLIA does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials appearing on or made available from such third party websites or resources, or for any damages and/or losses arising therefrom. The inclusion of a link or frame to such websites does not imply endorsement of such Cruise Line Member, Agency Member, Third-Party Provider and/or its/their respective website(s) by CLIA and any association with the operator(s) is provided solely for your convenience. You agree that CLIA has no liability whatsoever in connection with such third party websites and/or your usage thereof.
19. LEGAL WARNING
Any attempt by any individual, whether or not a CLIA customer, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of any of the CLIA Offerings is a violation of criminal and civil law and CLIA will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and/or in equity.
20. DISPUTE RESOLUTION PROVISIONS
The Agreement shall be treated as though it were executed and performed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the CLIA Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties in New York, NY, in accordance with the then current commercial arbitration rules of a reputable arbitration organization as mutually agreed upon by the parties; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice ("Final Settlement Offer"). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute, you can submit your dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties, in your county of residence, by filing a separate Demand for Arbitration, which is also available on the Site here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys' fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys' fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against CLIA and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that CLIA incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.
Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with any CLIA Offerings is in conflict or inconsistent with the Agreement, the Agreement shall take precedence. Notwithstanding the foregoing, to the extent that there is any inconsistency between these Terms and Conditions and: (a) any Official Contest Rules, insofar as an applicable Promotion is concerned, the Official Contest Rules shall govern; and (b) any Agency Member Agreement, insofar as Agency Membership is concerned, the applicable Agency Member Agreement shall govern. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. CLIA may assign its rights and obligations under the Agreement, in whole or in part, to any party at any time without any notice to you. The Agreement, may not however, be assigned by you, and you may not delegate your duties under the Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
22. CALIFORNIA USER CONSUMER RIGHTS
In accordance with Cal. Civ. Code Sec. 1789.3, California State resident end-users may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to [email protected].
23. CONTACTING US
If you have questions about the CLIA Offerings or the Agreement, please e-mail us at: [email protected]; call us at: (202) 759-9370; and send us mail to: 1201 F Street NW, Suite 250, Washington, DC 20004.
Terms and Conditions Regarding Affiliated Sellers of Travel
Travel Sellers which comply with the terms and provisions set forth in this
Appendix A may become "Affiliated Sellers of Travel" and be included on CLIA's master list of Travel Sellers (the "Master List of Travel Sellers"). Affiliated Sellers of Travel are not CLIA members, but shall have the rights and responsibilities set forth in this Appendix A and in rules applicable to Affiliated Sellers of Travel which CLIA may adopt and modify from time-to time.
1. DEFINITION. For purposes of this Agreement, a "Travel Seller" is
defined as any person, entity or department of an entity that is engaged in the business of selling travel or travel related services. As used in this Agreement and Appendix A and the attached Statement of Policy and Procedure, the term "Travel Seller" includes any and all Travel Sellers,whether or not included on CLIA's Master List of Travel Sellers, and "Affiliated Seller of Travel" includes only those Travel Sellers that are included on CLIA's Master List of Travel Sellers.
2. TRAVEL SELLER FEES. An annual fee (the "Annual Travel Seller
Fee"), the levels of which CLIA may change from time-to-time and subject to contractualagreement by the Affiliated Seller of Travel, shall be collected for each location at the time of application and renewal. Applicants that are consortia, franchises, hosts, or agencies with 25 or more agents may be qualified for Premium Travel Agency Membership, the additional,associated benefits of which CLIA may change from time-to-time, at an additional annual fee which CLIA may also change from time-to-time and subject to Terms and Conditions and contractual agreement by the Affiliated Seller of Travel. Affiliated Sellers of Travel notified of listing during the first nine (9) months of any fiscal year shall pay the full annual fee; Affiliated Sellers of Travel notified during the last three (3) months of any fiscal year shall pay the full annual fee which shall be credited for the full ensuing fiscal year. Affiliated Sellers of Travel Fees (non-refundable) shall be collected for each location on or before the commencement of each fiscal year and CLIA shall thereafter promptly give notice to any Affiliated Seller of Travel from whom it has not received an Annual Travel Seller Fee. Such notice shall include a final notice for payment, and failure to remit within the time specified will subject the Affiliated Seller of Travel concerned to automatic termination without further notice. Reinstatement can be effected, as of the date of postmark of the delinquent payment, by mailing to CLIA the amount of such payment, plus a sum equal to one-half (1/2) the Annual Travel Seller Fee; said sum being acknowledged by CLIA and by the involved Affiliated Seller of Travel as constituting liquidated damages (and not a penalty) for such delinquency to be applied because the amount of actual damages would be difficult, if not impossible, to ascertain.
3. CONSIDERATION OF APPLICATION. An applicant for listing shall
submit a completed application, in a form prescribed by CLIA, and tender the Annual Travel Seller Fee. Applicants for individual agent membership may be subject to eligibility requirements (e.g., examination or minimum commission thresholds) as determined by CLIA from time-to-time. When an applicant has complied with the conditions set forth herein, its name shall be placed on the Master List of Travel Sellers and it shall be promptly notified of that action. In the event an application is denied, notice shall be given containing the reasons for suchdenial.
4. PLAN FOR SECURING PERFORMANCE OF AFFILIATED SELLERS
OF TRAVEL. CLIA may arrange coverage to secure the performance by Affiliated Sellers of Travel of their obligations to Members by either engaging a bonding company or establishing a Security Fund under the direction of an Administrator. CLIA may change such plan from time to- time. Proof of claims against an Affiliated Travel Seller shall be filed in accordance with such instructions as are issued by CLIA from time-to-time. Such claims shall be for the net amount ofsales. Any remuneration due to the Affiliated Seller of Travel after a default situation shall revert to the Administrator paying the claim as salvage.
5. CONDITIONS FOR TRAVEL SELLER AFFILIATION. The conditions
governing the relationship between Affiliated Sellers of Travel and Members and Associate Members are set forth in CLIA's new member kit and are available online on CLIA's website for
an applicant's advance review. These conditions are as follows:
(a) ACCOUNTABILITY - You are responsible to account for proprietary
documents of Members and to maintain records relating to Members' transactions. Such accounting and records will be available for review by the Member concerned during normal business hours.
(b) TICKETING, REMITTANCES, AND REMUNERATION - In accordance with each Member's policies.
(c) PROMOTION - You may display the CLIA seal on your promotional
pieces related to the development of the business of the Members and are encouraged to do so. Of course, such promotional pieces should conform to truth and good taste. You are responsible for the accuracy of your promotional pieces and for compliance with applicable governmental requirements. CLIA will make every attempt to assist you when and where possible. The CLIA seal, trademarks, intellectual property and marketing, promotional or educational materials and information created or developed by CLIA may be used only in connection with the marketing and promotion of Members' cruises, and for no other purpose, including marketing or promotion of any other cruises or non-cruise products or services. Affiliated Sellers of Travel may not sub-license, assign or provide such seal, trademarks, intellectual property, materials or information to any third parties, including affiliates or associates, without CLIA's written authorization.
(d) CHANGES AFFECTING THE STATUS OF TRAVEL SELLERS - In
order to assist us in the accurate maintenance of our records, promptly advise us of any changes which alter the data you have provided in your application. If a change of ownership occurs, the new owner must meet the requirements for Affiliated Seller of Travel listing. A change affecting ownership may require payment of a new Annual Travel Seller Fee, as set forth in the Statement of Policy and Procedure on file and available for review at CLIA's principal office and each Member's office. We will advise you further of those instances as they may become applicable to you.
(e) TERMINATION OF YOUR AFFILIATION - Whenever requested by
you, your status as an Affiliated Seller of Travel can be terminated. To insure a request for termination is accurately transmitted, please notify us in writing. Unfortunately, your Annual Travel Seller Fee cannot be refunded. In addition, any of the following circumstances may, at CLIA's sole discretion, result in an involuntary termination of affiliation without refund of your Annual Travel Seller Fee: (1) bankruptcy; (2) insolvency; (3) failure to effect timely payments to the Member and/or timely refunds to your clients; (4) absconding; (5) the mishandling of funds or proprietary documents exchanged through you, which funds or proprietary documents you agree to hold in trust; (6) a breach of any Affiliated Seller of Travel condition; (7) misappropriation or conversion of client funds; (8) misrepresentation, misappropriation or misuse of CLIA's name, seal, trademarks, or any CLIA materials provided to you for the purpose of promoting its Member; or (9) any illegal activity, other wrongful or tortious conduct, or activities, policies, affiliations or associations which are harmful to the cruise industry or relationships between Members and Travel Sellers or prospective passengers. Failure to pay the Annual Travel Seller Fee in a timely manner will result in automatic termination of your affiliation.
(f) YOUR RIGHTS - Should an event occur which presents grounds for
involuntary termination, you will be notified and given the opportunity to address the allegations prior to a declaration of involuntary termination. In the event that your affiliation is actually involuntarily terminated, you will again be notified and given the opportunity to receive a review and a reinstatement. The procedures for notice, review, and reinstatement are contained in the Statement of Policy and Procedure on file and available for review online on CLIA's website and at the offices of each Member.
(g) OUR RIGHTS - In the unlikely event that your affiliation should be
involuntarily terminated as provided above, you agree to hold CLIA and any of its Members andAssociate Members and their respective officers and employees harmless for any loss, injury ordamage related to a declaration of involuntary termination. You further agree to indemnify CLIAand any of its Members or Associate Members for any losses they may sustain as a result of the loss of documents or funds for which you have responsibility. Additionally, no claim for loss,injury or damage shall be made against CLIA or its Members regarding any good faithcommunication made in connection with the processing of an application for affiliation. The rights of CLIA and its Members or Associate Members which will affect your dealings with them as an Affiliated Seller of Travel are contained in the Statement of Policy and Procedure on file and available for review at CLIA's principal office and at the offices of each Member.
(h) NON-AFFILIATED TRAVEL SELLERS - As part of the democratic
process as it may relate to restraint of trade, we both agree that we cannot debar Travel Sellers which choose not to subscribe to these conditions and Members and Associate Members from doing business with one another on any terms to which they may agree.
(i) DISPUTES - Any controversy or claim between CLIA and an Affiliated
Seller of Travel on the Master List, whether arising during or after the Affiliated Seller of Travel's inclusion on the master list, other than a matter submitted for Review pursuant to
Sections B.3, B.4, B.5 and B.6 of the Statement of Policy and Procedure set forth in thisAppendix A, which is not resolved within ten (10) business days following delivery of CLIA's or the Affiliated Seller of Travel's written notice of intent to arbitrate, shall be determined by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association ("AAA") before a single impartial arbitrator selected by CLIA from a list of ten (10) nominees proposed by the AAA from its roster of arbitrators for international arbitrations. The place of arbitration shall be Washington, D.C.. The language of the arbitration shall be English. If at any time there are pending two (2) or more arbitrations under this Article 10 that involve any common parties or issues, the arbitrator in the arbitration first commenced may order any of such arbitrations to be consolidated in whole or in part before him or her as sole arbitrator, if and to the extent the arbitrator deems such consolidation likely to promote fairness and efficiency. Following appointment of the arbitrator, each party shall submit its brief and supporting documents or exhibits to the arbitrator and other party within twenty (20) business days, and each party shall have ten (10) business days to serve any reply brief with documents and exhibits. The arbitrator may convene a hearing not to exceed one (1) day in duration, and shall issue a final decision and award within thirty (30) business days following service of the reply briefs. The arbitrator shall award the prevailing party its costs and expenses of the arbitration, including reasonable attorneys' fees. The award shall be final and binding on the parties. The prevailing party may apply to a court of competent jurisdiction for an order to enforce its award. However, in the event that equitable or injunctive relief is an appropriate remedy, notwithstanding this provision, either party shall be entitled to apply to a court of competent jurisdiction for the purpose of obtaining equitable or injunctive relief on any matter.