Darino Travel Independent Advisor Agreement

Version 2.0. Published October 14, 2026. Applies to new advisors on acceptance and to existing advisors at their next renewal on or after October 14, 2026.

Between: Darino Travel LLC, a South Carolina limited liability company, 6650 Rivers Ave, Ste 105, PMB 705440, North Charleston, SC 29406 ("Darino Travel," "we," "us")

And: the person or business entity accepting this Agreement through the Darino Travel advisor portal ("you," "Advisor")

Effective: the date you accept this Agreement electronically. Version 2.0, published October 14, 2026.

Part 1. The relationship

1. What this Agreement covers

This Agreement sets the terms on which you sell travel as an independent advisor using Darino Travel's accreditation, supplier accounts, and tools. It replaces any earlier Darino Travel independent contractor or advisor agreement you accepted. The commission claim procedure and Darino Travel's accreditation details appear in the Schedules at the end, which are part of this Agreement.

2. What Darino Travel provides

For as long as your membership is active and this Agreement is in effect, Darino Travel will:

• Act as the agency of record for travel you book through Darino Travel's supplier accounts, under Darino Travel's industry accreditations described in Schedule B.
• Give you access to the Darino Travel advisor portal, including supplier directories, booking tools, training content, commission tracking, and the commission claim form.
• Maintain Darino Travel's supplier relationships, consortium membership, and accreditation accounts.
• Receive commissions from suppliers on bookings you make, account for them, and pay you your share under Part 4.
• Provide advisor support by email and scheduled calls during Darino Travel's published support hours.
• Issue you a Form 1099 for commissions paid in each tax year where required by law.

Darino Travel may improve, replace, or retire particular tools, training, or supplier relationships over time. Darino Travel will not reduce your commission percentage or raise your membership fee except by a change to this Agreement made under Section 21.

3. What you provide

You will:

• Run your own travel advising business, find your own clients, and decide how, when, and where you work.
• Keep your membership fees current.
• Book travel for clients honestly and competently, follow each supplier's booking rules, and use Darino Travel's accreditation only for bookings made through Darino Travel.
• Obtain and keep written card authorizations for every client charge and handle payment disputes as described in Section 7.
• Handle client information with care, as described in Section 14.
• Keep your contact information, tax forms, and payout details current in the portal.

4. You run your own business

You are an independent contractor, not an employee, partner, agent for general purposes, or franchisee of Darino Travel. In particular:

• Darino Travel does not set your hours, your location, your sales targets, or your marketing. There are no minimum sales requirements.
• You pay your own business expenses, including equipment, software, marketing, licenses, and insurance. Darino Travel does not reimburse expenses.
• You are not entitled to wages, overtime, benefits, workers' compensation, or unemployment insurance from Darino Travel.
• You may run other businesses and work with other companies, so long as you honor Section 6 (bookings made under Darino Travel's accreditation stay with Darino Travel) and Section 14 (confidentiality).
• You may use assistants or employees of your own at your own expense. They may not access Darino Travel's supplier accounts, portal, or client data unless they hold their own Darino Travel advisor membership or Darino Travel has approved them in writing, and you remain responsible for anything they do.
• You alone bear the risk that your commissions may not cover your costs, and you alone keep the upside when they do.

Part 2. Membership

5. Plans, billing, and renewal

• Plans. Darino Travel offers the membership plans published on its website. You choose a plan when you join and may switch plans at a renewal.
• Billing. Fees are billed in advance by card through Darino Travel's payment processor on the day you join and on each renewal date. Fees are not refundable once a term begins, except where the law requires a refund.
• Renewal. Monthly plans renew every month and annual plans renew every year, automatically, until you cancel. You can cancel anytime from the portal or by emailing support@darinotravel.com; cancellation takes effect at the end of the paid term.
• Lapsed payment. If a renewal charge fails, Darino Travel will notify you and retry. If the fee remains unpaid 3 days after the renewal date, your membership lapses and Section 17 applies.
• Price protection. Advisors who joined under an earlier published price keep that price for as long as their membership stays continuously active.

Part 3. Selling travel through Darino Travel

6. Bookings and supplier accounts

• Every commissionable booking you make using Darino Travel's accreditation, supplier logins, consortium programs, or booking tools must be made in Darino Travel's name as the agency of record.
• Darino Travel will register you with suppliers, or authorize you to register, under Darino Travel's accreditation. Do not register with a supplier under Darino Travel's accreditation without Darino Travel's authorization, and do not change the agency contact details a supplier holds for Darino Travel.
• Do not direct a supplier to pay commission on a Darino Travel booking to anyone other than Darino Travel.
• You may hold your own accreditation or work with another host. Bookings made under that other accreditation are not Darino Travel bookings, carry no Darino Travel commission, and are your sole responsibility.
• Keep accreditation numbers private. Darino Travel's CLIA, IATAN, consortium, and supplier account numbers are provided to you for use inside supplier booking systems and on supplier forms. Do not post them on websites, social media, email signatures, or marketing, and do not give them to anyone outside your business. They are Darino Travel confidential information under Section 14.

7. Client payments, card authorizations, and chargebacks

• Clients pay suppliers directly through the supplier's booking system. You will not collect client funds for travel in your own name or account, hold client deposits, or charge clients fees without a written agreement with the client that complies with applicable law. You will never write down, store, or forward full payment card numbers except inside a supplier's secure booking system.
• Get written authorization before every card charge. Before you submit a client's payment card to a supplier, obtain the cardholder's written authorization for that charge. Darino Travel provides a card authorization form in the portal for your reference. You may use that form, the supplier's own form, a similar form of your own, or another method that records the cardholder's acceptance in writing, such as a signed PDF or an email from the cardholder confirming the charge. The method is your choice, but a written record is required for every charge, and it must identify the cardholder, the last four digits of the card, the supplier, the booking, and the amount (or the amount range for deposits, balances, and scheduled payments), and must be signed or confirmed in writing by the cardholder. A verbal okay is not enough.
• When authorization is not needed. The written-authorization rule applies when you enter, relay, or submit a client's card on the client's behalf. It does not apply when the cardholder enters their own card directly into Darino Travel Reserve, a supplier's own online checkout, or another payment platform that records the cardholder's entry, or when the client pays the supplier directly. In those cases the platform's own transaction record is the authorization. Keep the booking confirmation and any client correspondence about the purchase as usual.
• Keep the records. Keep each authorization, together with the booking confirmation and the client's acknowledgment of the supplier's cancellation and refund terms, for at least 24 months after the travel completion date. When Darino Travel or a supplier asks for them to answer a payment dispute, provide them within two business days.
• Chargebacks are your responsibility. You are responsible for chargebacks, payment disputes, and fraud claims on bookings you make. If a cardholder disputes a charge on your booking and a supplier, a card processor, or Darino Travel incurs a chargeback, reversal, fee, penalty, or other loss as a result, you will reimburse that amount, and Darino Travel may deduct it from your commission payments under Section 12. Darino Travel will pass along the documentation you supply so the supplier can contest the dispute; a dispute that is won because of your records is not charged to you.
• Responding to a dispute. If you learn that a client intends to dispute a charge or has done so, tell Darino Travel and the supplier promptly and cooperate in responding.

8. Professional standards

• Be truthful in advertising and with clients. Do not promise results you cannot control, and never make income or earnings claims about becoming an advisor.
• Comply with email, text, and telemarketing laws (including CAN-SPAM and the TCPA) and with each supplier's rules, including rules on discounts, agent rates, and familiarization trips.
• Agent-rate and familiarization benefits are offered by suppliers at their discretion. Darino Travel does not promise them, and misuse of them is grounds for ending this Agreement.
• Treat other members of the Darino Travel advisor community with respect.

9. Seller-of-travel laws and taxes

• Some states regulate sellers of travel. Darino Travel's own registrations, if any, are listed in Schedule B along with what, if anything, you must do under them. You are responsible for determining and meeting any registration, licensing, or disclosure requirement that applies to you individually in the states where you operate or sell.
• You are responsible for all taxes on amounts you earn under this Agreement, including income and self-employment taxes, and for any business licenses your city, county, or state requires. You will provide a Form W-9 (or the equivalent for non-U.S. advisors) before your first commission payment.

Part 4. Money

10. Your commission share

• You receive 80 percent of the gross commission Darino Travel actually receives from a supplier on each booking you made as a Darino Travel advisor, including travel you book for yourself.
• Darino Travel keeps the remaining 20 percent to cover accreditation, systems, support, and commission processing.
• Consortium overrides, supplier bonuses, and incentive payments that are tied to Darino Travel's overall volume rather than to a specific advisor's booking belong to Darino Travel, unless Darino Travel announces a share-out program in the portal.

11. Claiming and receiving commissions

• Claims. After your client completes travel, submit a commission claim through the portal's commission request form, one reservation per claim, with the reservation number, travel completion date, supplier, and gross commission amount. Submit each claim within 30 days after the travel completion date. A commission that is not claimed within that 30-day window is forfeited: Darino Travel keeps it and has no obligation to pay it, even if the supplier remits it later. Darino Travel may honor a late claim as a courtesy in its sole discretion, and doing so once does not waive the rule for any other claim.
• Timing. Darino Travel pays your share after the supplier's payment has cleared, normally within three weeks after your claim is approved. If a supplier pays late, your payment waits for the supplier.
• Method. Payments are made through Darino Travel's third-party payout platform (currently Veem) to an account in your name. Darino Travel does not pay by check or cash. The platform's minimum payment is $10 for U.S. accounts; smaller amounts are held and combined with later payments. Platform fees for optional instant or wallet features are yours.
• Records. The portal is the record of claims and payments. Tell Darino Travel in writing within 60 days of a payment if you believe it is wrong.

12. Adjustments and deductions

• If a supplier reduces, reverses, or recovers a commission after Darino Travel has paid your share (for example because the client cancels, a charge is disputed or charged back, or the supplier later corrects its payment), the overpaid amount will be deducted from your next payments.
• Chargeback losses, fees, and penalties you are responsible for under Section 7 will likewise be deducted from your next payments.
• If no further payments are due, or the deductions exceed them, you will repay the balance within 30 days after Darino Travel's written request, which will include the supplier's or processor's documentation of the amount.

Part 5. Clients, data, and brand

13. Your clients stay yours

The clients you bring to Darino Travel and the clients you serve are your clients. Darino Travel will not market to them or reassign them to another advisor. If this Agreement ends, your clients remain free to keep working with you, through Darino Travel or through any other agency you choose. Darino Travel retains only the records it needs for bookings already made and for legal, accounting, and supplier requirements.

14. Confidential information and client data

• Darino Travel's confidential information means non-public information you receive through Darino Travel, including supplier contract terms and override rates, internal procedures, portal and training content, pricing not published on Darino Travel's website, and personal information about other advisors or their clients. Use it only for your work as a Darino Travel advisor, do not share it outside your business, and return or delete it when this Agreement ends. This duty lasts for three years after the Agreement ends, and for as long as the information remains a trade secret under applicable law.
• Client data. Treat client personal information (names, contact details, dates of birth, passport and loyalty numbers, payment details, travel plans) as confidential. Collect only what the booking needs, store it securely, do not sell it, and follow the privacy laws that apply to you. If you learn of unauthorized access to client data connected to a Darino Travel booking, tell Darino Travel within 48 hours.
• What is not confidential. Your own client lists, your own marketing, your general skills and industry knowledge, and anything already public (including Darino Travel's published commission split and membership prices) are not Darino Travel confidential information.

15. Brand and content

• While this Agreement is in effect, you may describe yourself as an "Independent Travel Advisor with Darino Travel" and use the Darino Travel name and logo in the forms Darino Travel provides, following the brand guidelines in the portal. This permission ends when the Agreement ends.
• Darino Travel owns the portal, its training content, templates, and tools. You may use them for your work as a Darino Travel advisor and may not copy them for use elsewhere or share them with non-members.
• You own the marketing content, websites, social accounts, and client materials you create, provided they do not incorporate Darino Travel's confidential information or Darino Travel-owned content.
• Register any domain name or business name that includes "Darino Travel" only with Darino Travel's written consent.

Part 6. Ending the relationship

16. Term and ending

This Agreement begins when you accept it and continues as long as your membership is active. Either of us may end it at any time, for any reason, by written notice (email is fine; send yours to support@darinotravel.com). Darino Travel may also end it immediately if you breach Sections 6, 7, 8, or 14, misuse supplier benefits, fail to reimburse a chargeback loss when due, or your membership lapses.

17. After the Agreement ends

• Your portal access and permission to use Darino Travel's accreditation and brand end on the termination date.
• Commissions on bookings you made before termination are still yours if you claim them in time. The 30-day claim window in Section 11 continues to apply: email the commission request details to support@darinotravel.com within 30 days after each travel completion date, and Darino Travel will pay on the usual terms after the supplier pays. Late claims are forfeited. Darino Travel does not forfeit earned commissions merely because this Agreement has ended.
• Bookings that are in progress will be serviced by Darino Travel or, with the supplier's cooperation, transferred to you or your new agency at the client's direction.
• Return or delete Darino Travel confidential information and stop using Darino Travel-owned content.
• Sections 9, 11 through 15, 17 through 20, 22, and 23 continue to apply after termination.

18. Respect for the Darino Travel community

For twelve months after this Agreement ends, you will not use Darino Travel's confidential information, including the portal, member directories, or internal communications, to recruit Darino Travel advisors or staff away from Darino Travel or to solicit the clients of other Darino Travel advisors. This section does not prevent general advertising, does not prevent anyone from choosing to work with you on their own initiative, and does not restrict who you may hire or affiliate with.

Part 7. Legal terms

19. Responsibility and insurance

• Each of us is responsible for our own acts. You are responsible for the advice you give clients and the bookings you make; Darino Travel is responsible for its accreditation, systems, and commission accounting.
• You will cover Darino Travel for third-party claims that arise from your breach of this Agreement, your violation of law, or your own negligence or misconduct, and Darino Travel will cover you for third-party claims that arise from Darino Travel's breach, violation of law, negligence, or misconduct.
• Darino Travel strongly recommends that you carry travel professional errors-and-omissions insurance and will tell you which carriers offer coverage to members.
• Neither of us is liable to the other for lost profits or indirect or consequential damages, and Darino Travel's total liability to you under this Agreement is limited to the commissions and fees in question, except where the law does not allow such limits.
• Darino Travel does not guarantee any supplier's performance, any supplier's payment of commission, or the availability of agent rates or benefits.

20. Resolving disputes

• Talk first. If a dispute arises, each of us will raise it in writing and we will try in good faith to resolve it ourselves for at least 30 days.
• Mediation. If that fails, either of us may request mediation with a mutually agreed mediator in Charleston County, South Carolina, with the mediator's fee split equally.
• Courts. Any dispute not resolved by mediation will be decided exclusively in the state or federal courts located in Charleston County, South Carolina, and each of us consents to their jurisdiction. Each side bears its own attorney's fees unless a statute provides otherwise.
• Governing law. South Carolina law governs this Agreement, without regard to its conflict-of-laws rules.

21. Changes to this Agreement

Darino Travel may update this Agreement. Darino Travel will email the new version to the address on your account at least 30 days before it takes effect and post it in the portal. The new version applies at your first renewal on or after that date. If you do not want to continue under the new terms, cancel before that renewal and the old terms govern until then.

22. General

• This Agreement, with its Schedules and the portal policies it references, is the entire agreement between us about its subject and replaces earlier versions.
• You may not assign this Agreement without Darino Travel's consent; Darino Travel may assign it to a successor that takes over its host agency business.
• Notices to you go to the email address on your account; notices to Darino Travel go to support@darinotravel.com.
• If a court finds any part of this Agreement unenforceable, that part will be limited to the minimum extent necessary and the rest stays in effect.
• Neither of us waives a right by failing to enforce it once.

23. Electronic acceptance and records

• You accept this Agreement by checking the acceptance box and clicking the accept button in the Darino Travel portal after you have had the opportunity to read it. That action is your electronic signature and has the same legal effect as a handwritten signature under the federal E-SIGN Act and the South Carolina Uniform Electronic Transactions Act.
• You consent to receive this Agreement, notices, amendments, and other records relating to it electronically, by email to the address on your account and through the portal, and you confirm that you can open and keep electronic documents in PDF form. You may withdraw this consent only by ending this Agreement.
• Darino Travel records the version and publication date of the Agreement you accepted, your name and account email, the date and time of acceptance, and the network address and device information used to accept, and emails you a copy of the accepted version. Those records are Darino Travel's business records and are evidence of your acceptance. You may request a copy at any time.
• Each version of this Agreement carries a version number and publication date. The version you accepted, as amended under Section 21, governs.

Schedule A. Commission claim procedure

1. Confirm the client has completed travel.
2. In the portal, open Submit Commission Request and enter the supplier, reservation number, travel completion date, and gross commission amount. One reservation per request.
3. Submit within 30 days after the travel completion date. Claims submitted after that are forfeited.
4. Make sure your W-9 (or non-U.S. equivalent) and payout platform account are on file. The payout account must use the same email address as your Darino Travel account.
5. Darino Travel approves the claim once the supplier's payment has cleared and sends payment through the payout platform, normally within three weeks of approval. Your first payment may take longer while the platform verifies your account.

Schedule B. Darino Travel accreditations and registrations