Merchant Commission and Services Agreement for Travel Associate (the "Agreement") dated as of Day of the Month12345678910111213141516171819202122232425262728293031 from Month of the YearJanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecember from Year202420252026 entered into by and between JME Travel, S.A.P.I. de C.V., as principal (the "Principal"), on the one hand, and on the other hand in its own right, as agent and service provider (the "Agent", and jointly with the Principal, the "Parties"), in accordance with the following declarations and clauses:

STATEMENTS:

I.- The Customer, through its attorney-in-fact, declares that:                                                             

1. a) It is a stock corporation with variable capital duly incorporated under the laws of the United Mexican States (?Mexico?), as evidenced by public deed number 62,687 dated July 25, 2019, executed before the notary public Arturo Talavera Autrique, notary public number 122 of Mexico City; and
2. b) its attorney-in-fact has sufficient powers to enter into this Agreement on behalf of the Principal and to bind it in terms hereof, and that such powers have not been revoked or limited in any way.

II.- The Broker declares through its attorney-in-fact, that:

1. a) Is a natural person of nationality and of legal age;
2. b) it has sufficient capacity to enter into this Agreement and to be bound by the terms hereof;
3. c) acknowledges and understands that the execution of this Agreement does not create any employment relationship with the Principal, and that neither the Principal nor the Principal intends to enter into an employment relationship by virtue of the execution of this Agreement; and
4. d) it is its will to carry out the assignment given to it by the Principal under the terms and conditions agreed hereinafter.

NOW THEREFORE, based on the Declarations contained in this Agreement, the Parties agree as follows:

CLAUSES:

FIRST.- Object. The Client hereby grants to the Travel Agent a commercial commission without representation in order for the Travel Agent to provide to Clients (as such term is defined below), in the name and on behalf of the Client, the Lead Referral Service, as well as follow-up and verification of the status of the trip or experience directly with the Client under the "Travel Associate" scheme (collectively, the "Services"), with the understanding that the Client's team will be in charge of providing the rest of the services necessary for the sales process.

For the purposes of this Agreement, "Client" means (a) any natural or legal person to whom the Principal provides Services (either directly or through the Principal); and/or (b) any natural or legal person who has contacted the Principal or has been contacted by the Principal to potentially be provided Services by the Principal and/or (c) any natural or legal person who has contacted the Principal to contract, or has been contacted by the Principal to offer, the service of planning, design and sale of trips and/or experiences.

For such purposes, the Principal hereby undertakes to (i) provide the Lead Referral Service, always exclusively in the name and on behalf of the Principal, in accordance with the terms and conditions offered by the Principal to the Clients, published at any time on the website www.vilutravel.com, as the same may be updated from time to time by the Principal (the "Terms and Conditions"); (ii) not to perform any act or omission that violates or is inconsistent with the Terms and Conditions; (iii) not to provide any necessary information on status, quotations, mailings, etc., that may be requested by any member of the Principal, as may be requested by any member of the Principal, in accordance with the terms and conditions offered by the Principal.); (ii) not to perform any act or omission in violation of or inconsistent with the Terms and Conditions; (iii) not to provide any necessary status information, quotations, mailings, etc. requested by any member of the Principal's team; (iv) not to accept any invitation to travel or events from any supplier, Client or related party of the Principal without the prior written consent of the Principal.

In addition, the Principal undertakes to provide the Services to the Principal, to address and conduct itself with the Client in accordance and in strict compliance with the Principal's current service quality standards (the "Quality Standards"), for the purposes of this Agreement, a copy of the Quality Standards is attached hereto as Exhibit "A", provided, however, that such Quality Standards may be amended by the Principal from time to time. The Principal may give notice of such changes to the Commission Merchants and such modified versions shall govern and supersede those attached hereto as Exhibit A.

For the purposes of this Agreement, the term "Components" means, with respect to any trip or experience that is the subject of the Services, any reservation, flight, accommodation, tour, transportation, service, activity, tour and/or food, etc.

The Contracting Party may never make payments for Components. The Commission Merchant shall at all times be responsible for the proper use of the Means of Payment and shall be liable to the latter for any purchase or expenditure made without the authorization of the Principal, and shall also be responsible for the care and safekeeping of such Means of Payment, leaving the Principal free and harmless from any liability, damage or prejudice incurred by the misuse of any Means of Payment.

SECOND: Consideration.

(a) The Parties agree that as consideration for the commission under this Agreement, the Principal shall be entitled, in respect of each trip or experience that the Principal has sold to a particular Client (for the account and on behalf of the Principal) to receive the percentages and commissions set forth in the document attached hereto as Exhibit "B" (the "Commissions"), the terms of the Commissions may be modified once a year as of January 1 of each current calendar year.

(b) Commissions shall be paid provided that the following requirements are met: a) The trip has actually been confirmed. b) A joint review is made between the Principal and the Commission Merchant of the Services actually rendered. The Parties agree that the payment of Commissions is subject at all times to the Client's review of such Trip Report and the amounts of the Commissions may vary in accordance with such review in each case. c) Commissions shall be paid to the Commission Merchant within the first 15 days of the month immediately following the completion of the review of the trip with the Client provided that 100% of the proceeds have actually been collected.

In the event that the trip or experience is cancelled and/or payments for the respective trip or experience have not been effectively received by the Principal, the Commissions relating to such trip or experience shall not be payable to the Commission Agent. Regardless of any other consequences provided for in the present Contract, any expenses or damages caused by any error, additional expense or any claim for the respective trip or experience, as described in the Terms and Conditions, shall be deducted from the respective Commission, since part of the obligations of the Commission Merchant under the present Contract is to corroborate that the trip or experience does not contain errors or inconsistencies.

(c) In order to make the payment of any Commissions, the Broker shall have issued to the Principal the Digital Tax Receipt by Internet (CFDI) corresponding to such payment, with all the legal and fiscal requirements applicable according to the laws of Mexico, in the understanding, however, that each Broker shall be obliged to pay its respective taxes.

The Parties hereby agree that the terms of payment of the Commissions may be modified by the Principal at any time by giving at least 60 calendar days' notice, whereby the terms of payment of the Commissions notified by the Principal to the Contractor from time to time shall supersede the provisions of this Clause to be notified in accordance with this Agreement.

(d) In addition to the Commissions, the Principal may offer additional incentives to the Broker which must be previously notified.

THIRD.- Term. This Agreement shall be effective as of the date hereof and until terminated in accordance with Clause Five below.

FOURTH.- Consequences of Noncompliance by the Principal. The breach of any of the obligations set forth in this Agreement by the Principal, even if the Principal decides at its sole discretion not to terminate the Agreement in terms of the immediately following Clause, shall result, regardless of the payment of damages caused by the Principal, in the loss for the Principal of the right to receive the Commission in respect of the trip or experience from which the breach arose or is related to, unless such breach is cured by the Principal to the satisfaction of the Principal, within 3 (three) calendar days following the receipt of a notice from the Principal, in relation to the respective breach, provided that the same is curable, in the understanding that the obligations set forth in Clause One of this Agreement shall not be curable in any case.

FIFTH.- Early Termination. This Agreement may be terminated, without the need for prior judicial resolution, in the following cases:

1. By mutual written agreement between the Parties, or
2. the breach of any of the obligations set forth in this Agreement by any of the Parties, unless such breach is cured by the Party in breach to the satisfaction of the other Party, within 3 (three) calendar days following the receipt of a notice from the latter, in relation to the respective breach, provided that such breach can be cured, in the understanding that the obligations set forth in Clause One of this Agreement shall not be cured in any case; or in the event that the Broker does not comply with the Minimum Sales; or
3. by either Party giving 30 business days' written notice to the other Party, provided that as of the date of delivery of such notice, there are no outstanding obligations to be performed or rights to be exercised, in each case, in connection with this Agreement. In the event that the Contract is terminated due to the cause described in number (ii) immediately above, the Party in default shall be liable for the damages caused and, additionally, in the event that the Commission Merchant is the party in default, it shall also lose the right to receive any Commissions payable as of that date and only in the event that the trip that generated such Commissions has already been fully performed.

SIXTH.- Absence of Labor Relationship. The Parties acknowledge and accept that the execution of this Agreement does not create, nor does it intend to create, any labor relationship between the Principal and the Principal, and that there is no element of subordination between the Principal and the Principal, nor are there any of the assumptions established by the Federal Labor Law to consider a labor relationship between the Principal and the Principal, for which reason it shall in no way be understood that there is any labor relationship between the Principal and the Principal at any time.

SEVENTH.- Indemnification. The Broker hereby expressly agrees and accepts to indemnify, hold harmless and hold harmless the Principal and/or its controlling, controlled, subsidiary, affiliated and affiliated companies, as well as its shareholders, representatives, managers, officers, employees and/or advisors from and against all claims, demands, losses, injuries, costs, expenses, judicial and/or extrajudicial processes and damages, including reasonable attorneys' fees (collectively the "Claims"), insofar as such Claims derive from or are related to (i) any breach by the Broker of this Agreement, (ii) any action, loss, injury, costs, expenses, judicial and/or extrajudicial processes and damages, including reasonable attorneys' fees (collectively the "Claims").Claims?), to the extent that such Claims arise out of or relate to (i) any breach of this Agreement by the Contractor, (ii) any action, activity or management of the Contractor in connection with the commission and/or performance of the services by the Contractor pursuant to this Agreement; and/or (iii) the negligence, willful misconduct or bad faith of the Contractor; and/or the misuse or unauthorized use of the Means of Payment; and/or the relationship between the Contractor and its Assistants.

EIGHTH.- Confidentiality. The Broker undertakes to maintain any "Confidential Information" that has been shared with him prior to this date and that will be shared during the term of this Agreement. For the purposes of this Agreement, ?Confidential Information? means, with respect to the Principal, all non-public or confidential information that the Principal transmits or has transmitted prior to the execution of this Agreement to the Contractor, whether such disclosure is or has been made in writing, orally or electronically (or such information that has been obtained or is obtained by the Contractor as a result of having had access to the Principal's premises or facilities), consisting of information of a legal, administrative, business, accounting, financial, operational, technical nature of the Principal and in general all information relating to the operations of the Principal, as well as all information related to the services provided by the Principal, whatever their type or nature, including, without limitation, ideas, concepts, relationships with suppliers and customers, know-how, and/or techniques.

Likewise, the Contractor undertakes not to use, for any purpose whatsoever (other than the performance of its obligations under this Agreement), the Confidential Information, except with the prior written approval of the Principal.

The obligations described in this Clause shall survive the termination of this Agreement.

In addition to the provisions of this Clause, the Parties shall execute the Confidentiality Agreement attached hereto as Exhibit ?C? which shall form an integral part of this Agreement.

NINTH.- Exclusivity and Jurisdiction Agreement.

(a) During the term of this Agreement, the Broker may not, without prior written authorization from the Principal, enter into a similar or analogous Agreement to the present one with any third party, nor may it engage, within the national territory, in activities or services (except for the services it provides pursuant to this Agreement), that coincide and/or compete with those performed by the Principal, either directly (as an employee, as a service provider, or any other analogous figure) or through any affiliate, subsidiary, joint venture, trust or any other entity or vehicle.

(b) Likewise, the Broker undertakes and acknowledges that, during the term of this Agreement and until 3 months after its termination, it may not provide services that coincide and/or compete with those provided by the Principal, nor sell products that coincide and/or compete with those sold by the Principal (in each case different from those provided pursuant to this Agreement) to any Clients (except for Indirect Clients), whether directly or through any affiliate, subsidiary, joint venture, trust or any other entity or vehicle, in the event that a Broker fails to comply with the provisions of this Clause, the Broker shall pay to the Principal a penalty of $50,000.00 MXN (Fifty Thousand Mexican Pesos 00/100) plus reasonable attorney's fees for the execution of such penalty.

TENTH.- Severability. If any of the provisions contained in this Agreement is declared null and void by a competent court, such provision shall be considered separately from the other provisions contained in this Agreement, so as not to affect the validity of the other provisions of this Agreement.

Eleventh - Expenses. All expenses and taxes, if any, arising from the provision of the Services shall be borne by the Party that has incurred in them.

TWELFTH.- Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered personally and evidence thereof shall be obtained and delivered to the following addresses:

To the Client:

• Blvd Palmas Hills 1, 11-120,
• Valle de las Palmas
• Huixquilucan, State of Mexico
• C.P. 52787, Mexico
• Telephone: 55 1328 5245
• E-mail: juan@vilutravel.com
• Attention: Juan Manuel Ezquerra Osorio

To the Commissioner:

• ,
• C.P.
• Phone:
• E-mail:
• Attention:

The Parties expressly agree to give written notice of any change of address at least three (3) business days prior to the date on which such change occurs. If such notice is not given by either Party, any notice shall be valid if given at the last address of record.

THIRTEENTH.- Taxes. All taxes incurred, including, without limitation, Value Added Tax and Income Tax, shall be paid by the party causing such tax, and if applicable, withheld and paid by the corresponding party in accordance with the applicable tax legislation.

FOURTEENTH.- Modification. This Agreement may only be modified with the written consent of the Parties.

FIFTEENTH.- Jurisdiction and Applicable Law. For all matters relating to the interpretation and performance of this Agreement, the Parties hereby expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts of Mexico City, and expressly and irrevocably waive any other jurisdiction that may correspond to them by virtue of their respective present or future domiciles, the location of their assets or for any other reason.

SIXTEENTH.- Copies. This Agreement may be signed in several copies, each of which shall be deemed to be an original and together shall constitute a single instrument.

This Agreement having been read by both parties and having been informed of its contents and scope, they sign it on the date indicated in the foreword of this Agreement in Mexico City, Mexico, Mexico.

The Customer

JME Travel, S.A.P.I. de C.V.

By:    

Name: Juan Manuel Ezquerra Osorio

Position: Proxy

The Commission Merchant

By:    

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Signed by Juan Manuel Ezquerra Osorio
Signed On: 17 December, 2024

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Document name: Travel Associate Contract

Unique Document ID: 7a89abeefe1632baf6411331738e58649be99810

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Timestamp	Audit
17 December, 2024 9:06 pm CST	Contract for Travel Associate Uploaded by Juan Manuel Ezquerra Osorio - juan@vilutravel.com IP 45.235.172.178

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