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CityPASS Tour Operator/Wholesale

Online Ordering Sales Agreement
SECTION 1.

GENERAL INFORMATION

CityPASS is a cooperative tourism marketing program offered by City Pass, Inc. which represents various
cultural and tourist attractions. _________________________________________, hereinafter referred to as
OPERATOR, agrees to sell CityPASS ticket books subject to the terms and conditions described in this
CityPASS Tour Operator/Wholesale Agreement (the AGREEMENT), and any information or restrictions
included on www.citypass.com, CityPASS ticket books, CityPASS brochures. OPERATOR warrants that it is
an established tour operator/wholesaler providing tour programs, transportation logistics, or other components
traditionally associated with this function. As such, OPERATOR qualifies for a commission of 20% off the retail
price of a CityPASS ticket book.
OPERATOR CONTACT INFORMATION
Company Name: __________________________________________________________________________
Mailing Address: __________________________________________________________________________
Delivery Address:__________________________________________________________________________
Country of Business Organization ____________________ Tax I.D. No./SS No .________________________
Type of Organization: Corporation ___ Partnership _____ Sole Proprietor___
Contracting Manager:____________________________ Email: ___________________________________
Phone: ________________________________________ Fax:_____________________________________
Sales Manager:_________________________________ Email: ___________________________________
Phone: ________________________________________ Fax: _____________________________________
Accounting Contact: ___________________________

Email: ___________________________________

Phone: ________________________________________ Fax: _____________________________________

Initial and date __________________

SECTION 2.

PURCHASE OPTION

City Pass, Inc. will provide OPERATOR with a user name and password that can be used to access
www.citypass.com/private/wholesalers/login from which OPERATOR can purchase CityPASS ticket books
(excluding Southern California CityPASS) with a credit card or Pay Pal account at a 20% net rate based on
the current CityPASS ticket book retail rate . OPERATOR can have CityPASS ticket books shipped to an
address within the United States, Canada or the United Kingdom or can print an e-ticket/voucher on behalf of
the client . E-tickets/Vouchers must be redeemed within 90 days of purchase . If CityPASS ticket books are
purchased, OPERATOR may request a refund for unused CityPASS ticket books by contacting
annie@citypass.com . Activated or expired CityPASS ticket books are not refundable . Expiration date may
be found on the inside front cover of CityPASS ticket books.
Vouchers will list both CityPASS.com and OPERATORs name - please indicate exactly how you would like
to state your company name as you would like it to appear on the voucher: _______________________
____________________________________________________________.
OPERATOR is not authorized to share its assigned user name and password with anyone not employed by
OPERATORs company or City Pass, Inc .
SECTION 3.

RATES

CityPASS program years typically run from March 1- February 28 . City Pass, Inc. reserves the right to
update pricing and programs at City Pass, Inc.s sole discretion. OPERATOR will receive 30 days advance
notice of pricing and program updates.
When selling CityPASS ticket books as a standalone product, OPERATOR agrees to not sell CityPASS
ticket books for less than the published retail rates on the date the traveler will be redeeming the CityPASS
ticket book . If OPERATOR is offering a CityPASS ticket book as an inclusion in an opaquely priced package,
then OPERATOR may offer the CityPASS ticket book at a price lower than the established CityPASS retail
price .
If OPERATOR is pre-purchasing CityPASS ticket books, OPERATOR must return any previous program year
stock in its possession and purchase new CityPASS ticket books by March 10 each year .
SECTION 4.

GENERAL PROVISIONS

City Pass, Inc. reserves the right to revise or make changes to the attractions included in its CityPASS ticket
books without prior notice. Any such changes do not require that a new contract be entered into by
OPERATOR .
All vouchers/e-tickets and CityPASS ticket books remain the property of City Pass Inc. OPERATOR agrees to
return all unused vouchers or CityPASS ticket books to City Pass, Inc. upon termination or instruction to do
so.
SECTION 5.

CityPASS TRADEMARK

Ownership: CityPASS is a federally registered service mark owned by City Pass, Inc. There is no such
generic thing as a city pass; CityPASS is a term coined by City Pass, Inc. and is a fanciful word we selected
as the original brand name that identifies City Pass, Inc.s cooperative marketing program and tourist attraction
ticket books. OPERATOR may use the City Pass, Inc. trade name and CityPASS mark and logo in the
promotion and sale of CityPASS ticket books as described in this AGREEMENT. Any other usage requires
prior written approval from City Pass, Inc. OPERATOR agrees that all rights in the CityPASS mark and the
Initial and date __________________

goodwill connected therewith, shall remain the property of City Pass, Inc. OPERATOR shall not incorporate the
CityPASS mark in its own company name, website name or domain names. The following acknowledgment
must be displayed in a footnote to OPERATORs webpage or marketing materials: "CityPASS is a registered
trademark of City Pass, Inc. and the exclusive property of City Pass, Inc.
Usage Guidelines: Proper use of City Pass, Inc.s trademark prevents the likelihood that consumers will be
confused, and helps prevent damage to our marks, including, for example, tarnishment, dilution and
genericization. City Pass, Inc.s CityPASS mark must always be used accurately and in its correct form.
OPERATOR cannot modify the CityPASS mark and logo in any way, including changing the color scheme of
the logo. There is no space between City and PASS in the CityPASS mark. In addition, every use of the
CityPASS mark should begin with the capital letter C and include the term PASS in all capital letters.
Always use the trademark indicator after the trademark (i.e., CityPASS ticket books). At a minimum, use
the generic term ticket book after the CityPASS trademark the first time the mark appears in each written
communication, and in headers or highly visible locations.
Never use the CityPASS mark in plural or modified forms, or as a noun or verb to describe a product which is
not offered by City Pass, Inc. The CityPASS mark and related logo should only be used to indicate the source
of City Pass, Inc.s program and related products and should not be used to refer to any third partys goods or
services. For example, it is proper to say We sell CityPASS ticket books for many major cities. It is improper
to say We sell city passes to many popular attractions.
SECTION 6.

AFFILIATION

OPERATOR may not in any manner misrepresent or embellish the relationship between OPERATOR and City
Pass, Inc., nor may OPERATOR express or imply any relationship between City Pass, Inc. and OPERATOR
except as expressly permitted by this AGREEMENT.
SECTION 7.

TERMINATION

Termination Without Cause: Either party has the right to terminate this AGREEMENT for any reason and in its
sole discretion, subject to thirty (30) days notice. In such an event, City Pass, Inc. agrees to honor all
outstanding CityPASS vouchers or ticket books issued up to 30 days after notice has been given.
Termination for Cause: City Pass, Inc. may terminate this AGREEMENT at any time if OPERATOR is in breach
of any of the provisions herein or immediately in the event of any affirmative act of insolvency by OPERATOR.
If the AGREEMENT is terminated with cause, City Pass, Inc. reserves the right to no longer accept
OPERATORs vouchers/e-tickets, effective immediately upon the date of termination.
Effect of Termination: Upon termination or expiration of this AGREEMENT for any reason, all rights granted to
OPERATOR hereunder shall terminate immediately and without further notice . Upon termination of this
AGREEMENT, whether for or without cause, OPERATOR agrees to immediately discontinue all uses of the
CityPASS mark, to destroy all printed material in OPERATORs possession bearing the CityPASS mark,
and certify to City Pass, Inc. in writing that OPERATOR has complied with these termination provisions .
SECTION 8.

GOVERNING LAW AND JURISDICTION

This AGREEMENT and the rights and obligations of the parties under this AGREEMENT, shall be governed by,
and interpreted and enforced in accordance with, the laws of the State of California, without regard to conflicts
of law principles. OPERATOR agrees to pay reasonable attorneys fees and related collection costs in the
event that collection becomes necessary .

Initial and date __________________

This AGREEMENT shall be effective as of March 1, 2012, or the date on which it is signed by City Pass, Inc.,
whichever is later, and shall expire after February 28, 2013.
FOR CITY PASS, INC.:

FOR OPERATOR:

___________________________________________
Annie Allen
Director, Tourism Sales & Marketing
City Pass, Inc.
27 Arrow Root Lane
Victor, ID 83455
Phone: 415.796.3348

Company: __________________________________
By: _______________________________________
(type or print name)
Title: ______________________________________
Signature: __________________________________

Date: ______________________________________
Date: ______________________________________

Initial and date __________________