PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE “TOS AGREEMENT
”) CAREFULLY. This TOS Agreement is by and between Travelator, Inc., doing business as TravelBank (“TravelBank
”) and the legal entity identified as the user (“Company User
”) when the Company User registered on the TravelBank website, https://travelbank.com/
”) or TravelBank’s mobile application (“Application
”). This TOS Agreement governs Company User’s use of TravelBank’s Website, Application, the services and resources enabled by the Website and/or Application (each a “Service
” and collectively the “Services
”), Software (as defined in Section 3.3 (TravelBank Software)), and Content (as defined in Section 1.viii (under the definition of TravelBank Company Network) made available by TravelBank (collectively, the “TravelBank Properties
”). Company User and TravelBank are each a “Party
,” and collectively “Parties
WHEN COMPANY USER REGISTERS WITH TRAVELBANK TO CREATE A TRAVELBANK COMPANY NETWORK AND CLICKS THE “I ACCEPT” BUTTON, IT REPRESENTS THAT (1) IT HAS READ, UNDERSTAND, AND AGREES TO BE BOUND BY THE TOS AGREEMENT, (2) IT IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TRAVELBANK, AND (3) IT HAS THE AUTHORITY TO ENTER INTO THIS TOS AGREEMENT ON BEHALF OF THE COMPANY THAT HAS BEEN NAMED AS THE COMPANY USER, AND TO BIND THAT COMPANY TO THE TOS AGREEMENT. IF COMPANY THAT HAS BEEN NAMED AS THE COMPANY USER DOES NOT AGREE TO BE BOUND BY THE TOS AGREEMENT, THE COMPANY USER MAY NOT ACCESS OR USE THE TRAVELBANK PROPERTIES.
THE TOS AGREEMENT LIMITS THE REMEDIES THAT MAY BE AVAILABLE TO COMPANY USER IN THE EVENT OF A DISPUTE.
Company User’s use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms
”) and such Supplemental Terms will either be listed in the TOS Agreement or will be presented to Company User for its acceptance when it sign ups to use the supplemental Service. If the TOS Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such inconsistency. The TOS Agreement and any applicable Supplemental Terms are referred to herein as the “Agreement
PLEASE NOTE THAT the Agreement is subject to change by TravelBank in its sole discretion at any time. When changes are made, TravelBank will make a new copy of the TOS Agreement available on the Website and within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service on TravelBank’s Website or Application. TravelBank will also update the “Last Updated” date at the top of this TOS Agreement. If TravelBank makes any material changes, and Company User has registered with TravelBank to create an Account (as defined in Section 2.2 (Registering for an Account) TravelBank will also send an e-mail to Company User at the last e-mail address Company User provided to TravelBank pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new Company Users of TravelBank’s Website, Application, or Services and will be effective for existing Company Users upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to the Company Administrator (as defined in Section 1(viii)). TravelBank may require Company User to provide consent to the updated Agreement in a specified manner before further use of Website, Application, and/or Services is permitted. If Company User does not agree to any change(s) after receiving a notice of such change(s), Company User shall stop using the Website, Application, and Services immediately. Otherwise, Company User’s continued use of Website, Application, and/or Services constitutes its acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
- Terms used in the Agreement have the meaning set forth below or as otherwise set forth herein.
- “Company” means the legal entity that owns the rights to the domain included in the e-mail address that a User provides when he or she creates an account with TravelBank. The Company will generally be the User’s employer. “Company” does not include a legal entity that operates an e-mail service (e.g. Hotmail, Yahoo, etc.) (an “E-Mail Service Entity”) unless one or more Managers employed have created a TravelBank Department Network(s) or TravelBank has an agreement with that E-mail Service Entity pursuant to which that entity has created a TravelBank Company Network.
- “Department” is a group, department or other unit of a Company.
- “Employee” is an Individual User who identifies himself or herself as an Employee when the Individual User creates an Account with TravelBank. An Employee may also register as a Manager within the same or another TravelBank Company Network, or within the TravelBank Company Network to which the Employee belongs.
- “Individual User” means an individual user that identifies himself or herself as a Manager and/or Employee of the TravelBank Company Network. Collectively, Individual Users and Company Users are “Users,” and each is a “User.”
- “Manager” is an Individual User who identifies himself or herself as a Manager when the Individual User creates an Account with TravelBank. A Manager may register himself or herself as an Employee within the same or another TravelBank Department Network, or within the TravelBank Company Network, to which the Manager belongs.
- “Other Users” means other individual users and company users who are outside the Company User’s TravelBank Company Network.
- “Rewards Program Fee” has the definition provided in Section 10 below.
- “Savings and Rewards Program” has the definition provided in Section `10.
- “TravelBank Company Network” is a network which is created by a Company User on behalf of the entire Company when that Company User registers with TravelBank to create a TravelBank Company Network and clicks on the “I Accept” button. At such time as the Company elects to become a Company User and create a TravelBank Company Network, any then-existing TravelBank Department Network within that Company will automatically become a part of the TravelBank Company Network. The TravelBank Company Network will be overseen by one or more administrators (i.e. individuals) named by the Company User (“Company Administrator”) who shall be responsible for the use and sharing of all information, data, text, images, photographs, messages, comments, and other content (“Content”) posted to the TravelBank Company Network by the Company User or Individual Users. For purposes of this Agreement, all terms that apply to Company User shall also apply to Company Administrator. A Company Administrator may also use the Services as an Individual User.
- Use of the TravelBank Properties. The TravelBank Properties allow Individual Users of Company User’s TravelBank Company Network to create and approve travel budgets, book travel, accommodations and related items (“Travel Accommodations”), track and report travel and business expenses, reimburse expenses, and, allow Company User, at its option, to create a Savings and Rewards Program for cost management.
- Registering for an Account. Company User will be required to become a Registered User (defined below) in order to use the Services to create a TravelBank Company Network, at which time any then-existing TravelBank Department Networks within that Company User shall automatically become part of the Company User’s TravelBank Company Network. Each Individual User of the TravelBank Company Network will be required to have an account on the Application (“Account”) or a valid account on the social networking service through which the Individual User has connected to the Services (each such account a “Third Party Account”)(“Registered User”) to use the Services (with the exception of the TravelBank Budget Creator tool, which Individual Users are able to use without become a Registered User) and agree to be bound by this TOS Agreement.
- Employees and Managers. Individual Users can register for the Services as either an Employee and/or a Manager, and access rights within the Application will be different depending on which designation(s) are selected by the Individual Users.
- Company Users. Company User:
- Represents and warrants that: (a) the person who created the Company User Account is authorized to enter into the Agreement on behalf of Company User and to grant TravelBank the rights granted in the Agreement; and (b) the Services do not conflict with any existing policies (including expense reimbursement policies);
- Agrees to provide or approve a list that includes the e-mails of the Individual Users who, once registered as Employees and/or Managers, will comprise the members of the TravelBank Company Network and will be able to communicate with each other via the Services as permitted by the Company Administrator; and
- Company Administrator. Company User represents and warrants that the Company Administrator: (i) is authorized by the Company User to access the list of all Individual Users within the TravelBank Company Network to which the Company User belongs; and (ii) will immediately notify TravelBank of any changes to the TravelBank Company Network, including, but not limited to, any changes in the list of Individual Users provided to TravelBank by Company User.
- Registration Data. In registering for the Services, Company User agrees to (1) provide true, accurate, current and complete information as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Company User represents that it is not barred from using the TravelBank Properties under the laws of the United States, its’ place of residence or any other applicable jurisdiction. Company User is responsible for all activities that occur under its Account. Company User agrees to monitor its Account to restrict use by minors, and it will accept full responsibility for any unauthorized use of TravelBank Properties. Company Administrator may not share the Company Administrator Account password with anyone, and agrees to (1) notify TravelBank immediately of any unauthorized use of the Company Administrator Account password or any other breach of security, and (2) exit from the Company Administrator Account at the end of each session. If Company User provides any information that is untrue, inaccurate, not current or incomplete, or TravelBank has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TravelBank has the right to suspect or terminate Company User’s Account and refuse any and all current or future use of TravelBank Properties (or any portion thereof). TravelBank reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third party that a username violates the third party’s rights. Company User agrees not to create an Account or use TravelBank Properties if it has been previously removed by TravelBank, or if it has been previously banned from any of the TravelBank Properties.
- Necessary Equipment and Software. Company User must provide all equipment and software necessary to connect to TravelBank Properties, including but not limited to, a mobile device that is suitable to connect with and use TravelBank Properties, in cases where the Services offer a mobile component. Company User is solely responsible for any fees, including Internet connection or mobile fees, that it incurs when accessing TravelBank Properties.
- Access to TravelBank Properties.
- The TravelBank Properties are protected by copyright laws throughout the world. Subject to the Agreement, TravelBank grants Company Administrator a limited license to reproduce portions of TravelBank Properties for the sole purpose of using the Services for Company User’s internal business purposes.
- Application License. Subject to Company User’s compliance with the Agreement, TravelBank hereby grants to Company Administrator, for the Term (as defined in Section 17.1 (Term)), a worldwide, non-exclusive, non-transferable, non-sublicensable, non-assignable (except as permitted in Section 21.3 (Assignment)), revocable license to: (a) access, download, install, and use a copy of the Application on one or more mobile devices or computers that Company User owns or controls, and (b) run such copy of the Application solely for Company User’s own internal business purposes and in accordance with the limitations set forth in this Section 3.
- App Store Limitations. Company User acknowledges and agrees that the availability of the Application and certain Services is dependent on the third party from which it received the Application license, e.g., the Apple App Store or Google Play (“App Store”). Company User acknowledges that the Agreement is between it and TravelBank and not with the App Store. TravelBank, not the App Store, is solely responsible for TravelBank Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, Company User must have access to a wireless or mobile network, and Company User agrees to pay all fees associated with such access. Company User also agrees to pay all fees (if any) charged by the App Store in connection with TravelBank Properties, including the Application. Company User agrees to comply with, and its license to use the Application is conditioned upon its compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using TravelBank Properties, including the Application. Company User acknowledges that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them.
- Apple Application Limitations. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), Company User will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
- Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- Company User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, Company User may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to Company User and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between TravelBank and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of TravelBank.
- The Parties acknowledge that, as between TravelBank and Apple, Apple is not responsible for addressing any claims Company User has or any claims of any third party relating to the App Store Sourced Application or Company User’s possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- The Parties acknowledge that, in the event of any third-party claim that the App Store Sourced Application or Company User’s possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between TravelBank and Apple, TravelBank, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- The Parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to Company User’s license of the App Store Sourced Application, and that, upon Company User’s acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to Company User’s license of the App Store Sourced Application against it as a third-party beneficiary thereof.
- TravelBank Software. Use of any software and associated documentation, other than the Application, that is made available via the Website or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. Company User shall not use, download or install any Software that is accompanied by or includes a license agreement unless it agrees to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If no license agreement accompanies use of the Software, use of the Software will be governed by this Agreement. Subject to Company User’s compliance with this Agreement, TravelBank hereby grants Company User a non-exclusive, non-assignable (except as provided in Section 21.3 (Assignment)), non-transferable, revocable, license to use the Software for the sole purpose of enabling the Company User to use the Services in the manner permitted by the Agreement. If any Software is offered under an open source license, TravelBank will make such license available to the Company User. There may be provisions in the open source license that expressly override some provisions in the Agreement.
- Company User understands that TravelBank Properties are evolving. As a result, TravelBank may require Company User to accept updates to TravelBank Properties that its Users have installed on their computers or mobile devices. Company User acknowledges and agrees that TravelBank may update TravelBank Properties with or without notifying Company User. Company User may need to update third-party software from time to time in order to use TravelBank Properties.
- Certain Restrictions. The rights granted to Company User in the Agreement are subject to the following restrictions. Company User shall not:
- License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit TravelBank Properties or any portion of TravelBank Properties, including the Website;
- Frame or utilize framing techniques to enclose any trademark, logo, or other TravelBank Properties (including images, text, page layout or form) of TravelBank;
- Use any metatags or other “hidden text” using TravelBank’s name or trademarks;
- Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of TravelBank Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law;
- Use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website;
- Copy, reproduce, distribute, republish, download, display, post, or transmit, in any form and by any means, any part of the TravelBank Properties, except as expressly stated herein;
- Remove or destroy any copyright notices or other proprietary markings contained on or in TravelBank Properties.
Any future release, update or other addition to TravelBank Properties shall be subject to the Agreement; and (i) Company User shall not enable access to the TravelBank Properties by any unauthorized third party application. TravelBank, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of TravelBank Properties terminates the licenses granted by TravelBank pursuant to the Agreement.
- Third-Party Materials. As a part of TravelBank Properties, Company User may have access to materials that are hosted by another party. Company User agrees that it is impossible for TravelBank to monitor such materials and that Company User accesses these materials at its own risk.
- Evaluation License. Notwithstanding any other provision in the Agreement, if Company User obtains access to all or any portion of the TravelBank Properties on an “evaluation” or “trial” basis, Company User acknowledges and agrees that it is receiving access to such TravelBank Properties “AS-IS,” without indemnification, warranty, obligation to provide support, of any kind, express or implied.
- Responsibility for Content.
- Types of Content. Company User acknowledges that all Content is the sole responsibility of the party from whom such Content originated. This means that Company User, and not TravelBank, is responsible for all Content that the Company User, its Company Administrator, and Individual Users upload, post, e-mail, transmit or otherwise make available (“Make Available”) through TravelBank Properties (“Company User Content”), and that its Employees and Managers who use the TravelBank Company Network, and not TravelBank, are similarly responsible for all Content they Make Available through TravelBank Properties (“Individual User Content”).
- No Obligation to Pre-Screen Content. Company User acknowledges that TravelBank has no obligation to pre-screen Content (including, but not limited to, Company User Content), although TravelBank reserves the right in its sole discretion to pre-screen, refuse or remove any such Company User Content. By entering into the Agreement, Company User hereby provides its irrevocable consent to such monitoring. Company User acknowledges and agrees that it has no expectation of privacy concerning the transmission of Company User Content, including without limitation chat, text, or voice communications. In the event that TravelBank pre-screens, refuses or removes any Content, Company User acknowledges that TravelBank will do so for TravelBank’s benefit, not for the benefit of Company User. Without limiting the foregoing, TravelBank shall have the right to remove any Company User Content that violates the Agreement or is otherwise objectionable.
- Unless expressly agreed to by TravelBank in writing elsewhere, TravelBank has no obligation to store any Company User Content that Company User Makes Available on TravelBank Properties. TravelBank has no responsibility or liability for the deletion or accuracy of any Company User Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of TravelBank Properties. Company User agrees that TravelBank retains the right to create reasonable limits on TravelBank’s use and storage of Company User Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by TravelBank in its sole discretion.
- TravelBank Properties. Except with respect to Company User Content, Company User agrees that TravelBank and its suppliers own all rights, title and interest in TravelBank Properties. Company User will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or TravelBank Properties.
- TravelBank’s name and other related graphics, logos, service marks and trade names used on or in connection with TravelBank Properties or in connection with the Services are the trademarks of TravelBank and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in TravelBank Properties are the property of their respective owners.
- Other Content. Except with respect to Company User Content, Company User agrees that it has no right or title in or to any Content that appears on or in TravelBank Properties.
- Company User Content. TravelBank does not claim ownership of Company User Content. However, when Company User or any Individual Users of the TravelBank Company Network Make Available Company User Content through the TravelBank Properties, Company User represents that Company User owns and/or has a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display such Company User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in the Company User Content.
- License to Company User Content. Subject to any applicable account settings that Company User selects, Company User grants TravelBank a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Company User Content (in whole or in part) for the purposes of operating and providing TravelBank Properties to Company User. Company User warrants that the holder of any worldwide intellectual property right, including moral rights, in Company User Content, has completely and effectively waived all such rights and validly and irrevocably granted to Company User the right to grant the license stated above.
- Access to Company User Content. The Company Administrator will be able to control, limit, monitor, and permit the visibility and accessibility of certain Company User Content by Individual Users. For example, the Company Administrator may permit a Manager to view and access certain Individual User Content of Employees. Please remember that Other Users (that are not in Company User’s TravelBank Company Network) may search for, see, use, modify and reproduce any Company User Content that Company Users or Individual Users of the TravelBank Company Network submit to any “public” area of TravelBank Properties. If Company User wishes to prevent Individual Users from submitting Individual User Content on “public” areas of TravelBank Properties, the Company Administrator should restrict such activities.
- Company User agrees that submission of any ideas, suggestions, documents, and/or proposals to TravelBank through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at its own risk and that TravelBank has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. Company User represents and warrants that it has all rights necessary to submit the Feedback. Company User hereby grants to TravelBank a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of TravelBank Properties.
- Company User Conduct. As a condition of use, Company User agrees not to use TravelBank Properties for any purpose that is prohibited by the Agreement or by applicable law. Company User shall not (and shall not permit any Individual User or third-party) either (a) to take any action or (b) Make Available any Content on, in or through TravelBank Properties that: (i) violates the rights of any Individual User or Other User (whether it be a company or individual); (ii) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without TravelBank’s prior written consent; (vi) impersonates any person or entity, including any TravelBank employee or representative; (vii) interferes with or attempts to interfere with the proper functioning of TravelBank Properties or uses TravelBank Properties in any way not expressly permitted by the Agreement; or (viii) attempts or engages in, any potentially harmful acts that are directed against TravelBank Properties, including but not limited to violating or attempting to violate any security features of TravelBank Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in TravelBank Properties, introducing viruses, worms, or similar harmful code into TravelBank Properties, or interfering or attempting to interfere with use of TravelBank Properties by any Other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” TravelBank Properties.
- TravelBank may, but is not obligated to, monitor or review TravelBank Properties and Content, including Company User Content, at any time. Without limiting the foregoing, TravelBank shall have the right, in its sole discretion, to remove any Company User Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although TravelBank does not generally monitor Company User (or Other User) activity occurring in connection with TravelBank Properties or Content, if TravelBank becomes aware of any possible violations by Company User of any provision of the Agreement, TravelBank reserves the right to investigate such violations, and TravelBank may, at its sole discretion, immediately terminate the TravelBank Company Network, Company User’s license to use TravelBank Properties, or change, alter or remove Company User Content, or Individual User Content, in whole or in part, without prior notice to Company User.
- Interactions with Other Users and Third Parties.
- User Responsibility. Company User is solely responsible for its interactions with Other Users of the Services and any third parties with whom it interacts through the Services; provided, however, that TravelBank reserves the right, but has no obligation, to intercede in such disputes. Company User agrees that TravelBank will not be responsible for any liability incurred as the result of such interactions.
- Content Provided by Other Users. Other Users may Make Available other Content on the TravelBank Properties (“Other User Content”). TravelBank is not responsible for and does not control Other User Content. TravelBank has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Other User Content. Company User uses all Other User Content and interacts with Other Users at its own risk. If Company User would like to limit the ability for Individual Users to interact with Other Users or use Other User Content, it may do so through the Company Administrator Account.
- Third-Party Websites and Software Components, Non-TravelBank Products.
- Non-TravelBank Products. TravelBank may make non-TravelBank products or services and Third Party Content (“Non-TravelBank Products”) available via the Services. If Company User installs or uses any Non-TravelBank Products with the Services, it may not do so in any way that would subject TravelBank’s intellectual property or technology to obligations beyond those expressly included in this Agreement. TravelBank assumes no responsibility or liability whatsoever for the Non-TravelBank Products. Company User is solely responsible for any Non-TravelBank Products that it installs or uses with the Services.
- Third-Party Software Components. The software provided by TravelBank to Company User as part of the Services may contain third party software components. Unless otherwise disclosed in that software, TravelBank, not the third party, licenses these components to Company User under TravelBank license terms and notices.
Company may participate in the TravelBank Savings and Rewards Program, and enable its Employees to participate, by entering into an order form, executed by both TravelBank and Company, that identifies Company’s participation in the Savings and Reward Program and sets forth the material terms of the Company’s participation in the Savings and Rewards Program, including the fee to be paid by Company to TravelBank (the “Rewards Program Fee
”). Company User may withdraw Company from the Savings and Reward Program at any time through providing 30 days’ written notice. All capitalized terms used in this Section not defined in this Agreement have the meaning provided in the Reward Terms.
- Fees; Reward Program Fees; Expense Reimbursement.
- TravelBank reserves the right to charge fees for access to and use of all or portions of the TravelBank Properties.
- Expense Reimbursement. Company User represents that any expense reimbursement paid to Company User’s Employee(s) using the TravelBank Properties is done so through an accountable plan, as described by Treas. Reg. § 1.62-2(c). If the reimbursements paid by Company User to the Individual User(s) of the TravelBank Company Network using TravelBank Properties withholdings are not done so through an accountable plan as described by Treas. Reg. § 1.62-2(c), Company User agrees to withhold and remit all necessary federal, state and local tax and file all associated information returns with the respective tax authority. Company User acknowledges and agrees that TravelBank, its affiliates, and employees do not provide tax advice to it, Individual Users, or any Other Users. Please contact a tax advisor for any such advice.
- Reward Program Fees. TravelBank may request that Company User pay the applicable Reward Program Fee using either ACH or a credit card. In such a case, Company User agrees to provide TravelBank with: (a) a valid and updated Authorization for Direct Payment via ACH (ACH DEBIT) for the TravelBank Company Network, and/or (b) credit card. (“Selected Payment Method(s)”). Company User authorizes TravelBank to use its Selected Payment Method(s) to pay the applicable Rewards Program Fee. Company User is responsible for maintaining complete and accurate information regarding its Selected Payment Method(s).
- TravelBank’s fees and charges are net of any applicable Sales Tax (defined below). Company User will be responsible for the payment of such Sales Tax associated with the Services and TravelBank’s fees and charges and any related penalties or interest to the relevant tax authority, and Company User will indemnify TravelBank for any liability or expense that TravelBank may incur in connection with such Sales Taxes. Upon TravelBank’s request, Company User will provide TravelBank with official receipts issued by the appropriate taxing authority, or other such evidence that it has paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that TravelBank is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Company User must promptly notify TravelBank in writing in order to dispute any of TravelBank’s fees or charges or such dispute will be deemed waived. Billing disputes should be notified to email@example.com.
- Confidential Information. During the Term, each Party (the “Disclosing Party”) may provide the other (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, software, or other confidential or proprietary information (collectively, the “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible from as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure.
- Protection to Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party and Confidential Information of the Disclosing Party, except as expressly permitted under the Agreement. The Receiving Party will limit access to the Confidential Information to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to TravelBank). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of the Agreement in accordance with Section 17 (Term and Termination), the Receiving Party will return to the Disclosing Party or destroy (or, in the case of electronic files, permanently erase) all copies of the Confidential Information that the Receiving Party does not have the continuing right to use under the Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.
- The confidentiality obligations set forth above in this Section 12 will not apply to any information that: (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under the Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
- By TravelBank. TravelBank will defend, at its expense, any suit brought against Company User, its agents, officers, directors, employees, and representatives (collectively, the “Company User Parties”) and will pay any settlement TravelBank makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that any of the TravelBank Properties misappropriates any trade secret or infringes any copyright or patent issued as of the Effective Date (as defined in Section 17.1 (Term)). If any portion of the TravelBank Properties becomes, or in TravelBank’s opinion is likely to become, the subject of a claim of misappropriation or infringement, TravelBank may, at TravelBank’s option: (a) procure for Company User the right to continue using the TravelBank Properties; (b) modify or replace the TravelBank Properties (or any portion thereof) in a way that does not materially impair the functionality of the TravelBank Properties; or (c) terminate the Services and/or Agreement in accordance with Section 17 (Term and Termination). Notwithstanding the foregoing, TravelBank will have no obligation under this Section 13 or otherwise with respect to any misappropriation or infringement claim based upon: (a) any use of the TravelBank Properties not in accordance with this Agreement; (b) any use of the TravelBank Properties in combination with other Content, services, products, equipment, or software not supplied by TravelBank; (c) any modification of the TravelBank Properties by any person or entity other than TravelBank. This Section 13.1 states the sole and exclusive remedy of the Company User Parties, and the sole and entire liability of TravelBank, or any of its officers, directors, employees, or representatives, for misappropriation and/or infringement claims and actions.
- By Company User. Company User will defend at its expense any suit brought against TravelBank, its parents, subsidiaries, agents, officers, directors, employees, and representatives (collectively, the “TravelBank Parties”) and will pay any settlement that Company User makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that: (a) Company User Content violates the terms of the Agreement, including infringement of any copyright, trademark, or patent and/or misappropriation of any trade secret; or (b) Company User’s violation of any applicable laws, rules, or regulations. This Section 13.2 states the sole and exclusive remedy of TravelBank Parties, and the sole and entire liability of Company User, or any of its officers, directors, employees, or representatives, for misappropriation and/or infringement claims and actions.
- The indemnifying party’s obligations as set forth in this Section 13 are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; and (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. Company User agrees that this Section 13 will survive any termination of company User’s Account, Services, the Agreement or Company User’s access to TravelBank Properties.
- Disclaimer of Warranties.
- Limited Warranty. TravelBank warrants to Company User that the Services will operate free of reproducible material failures (“Errors”) during the Term. Provided that the Company User notifies TravelBank in writing of any breach of the foregoing warranty during the Term, TravelBank shall, as the Company User’s sole and exclusive remedy, use commercially reasonable efforts to correct all Errors reported by Company User to TravelBank.
- THE LIMITED WARRANTY SET FORTH ABOVE IN SECTION 14.1 (LIMITED WARRANTY) IS MADE FOR THE BENEFIT OF COMPANY USER ONLY. COMPANY USER EXPRESLY UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) COMPANY USER’S USE OF THE TRAVELBANK PROPERTIES, INCLUDING THE SAVINGS AND REWARDS PROGRAM, IS AT THE COMPANY USER’S SOLE RISK, AND (B) THE TRAVELBANK PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TRAVELBANK PARTIES MAKE NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE TRAVELBANK PROPERTIES (AND ANY PORTION THEREOF, INCLUDING THE SAVINGS AND REWARDS ) OR ANY OTHER SERVICES OR PRODUCTS PROVIDED TO COMPANY USER BY THE TRAVELBANK PARTIES, THE TRAVELBANK PARTIES DO NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
- TravelBank PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) TravelBank PROPERTIES, INCLUDING THE SAVINGS AND REWARDS PROGRAM, WILL MEET COMPANY USER’S REQUIREMENTS; (2) ITS USE OF TravelBank PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF TravelBank PROPERTIES WILL BE ACCURATE OR RELIABLE.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH TravelBank PROPERTIES IS ACCESSED AT COMPANY USER’S OWN RISK, AND COMPANY USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPANY USER PROPERTY, INCLUDING, BUT NOT LIMITED TO, COMPANY USER’S COMPUTER SYSTEM AND ANY DEVICE IT USES TO ACCESS TravelBank PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TravelBank MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
- From time to time, TravelBank may offer new “beta” features or tools with which its Company Users and/or Individual Users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at TravelBank’s sole discretion. The provisions of this Section 14.2 apply with full force to such features or tools.
- In providing the Services, TravelBank acts solely as the agent for any third party content suppliers (“Content Suppliers”) used by TravelBank. TravelBank does not guarantee or insure the services or Content provided by any Content Supplier, including but not limited to, airlines, hotels, rental car agencies, rail services and other common carriers. Further, TravelBank does not assume, and expressly disclaims any liability for, any damages, losses, costs, expenses, claims, settlements or judgements suffered by or asserted against Company User arising out of or resulting from the actions or omissions of Content Suppliers. Nor is TravelBank responsible for price fluctuations or changes in equipment, accommodations or schedules resulting from the actions or inactions of Content Suppliers which are beyond its control. TravelBank further disclaims any liability for errors in fares, schedules or other information provided by automated airline reservation systems, including but not limited to, the Apollo, Galileo and Sabre reservation systems.
- No Liability for Conduct of Third Parties. COMPANY USER ACKNOWLEDGES AND AGREES THAT TravelBank PARTIES ARE NOT LIABLE, AND COMPANY USER AGREE NOT TO SEEK TO HOLD TravelBank PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND COMPANIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH COMPANY USER. TravelBank MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET COMPANY USER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TravelBank MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER OR THIRD PARTY CONTENT OBTAINED THROUGH TravelBank
- No Liability for Conduct of Other Users. COMPANY USER IS SOLELY RESPONSIBLE FOR ALL OF ITS COMMUNICATIONS AND INTERACTIONS WITH ITS INDIVIDUAL USERS AND WITH OTHER USERS OF THE TRAVELBANK NETWORKS AND THE TravelBank COMPANY USER UNDERSTANDS THAT TravelBank DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS, INCLUDING OTHER USERS, OF THE TRAVELBANK NETWORKS OR THE TravelBank PROPERTIES.
- Limitation of Liability.
- Disclaimer of Certain Damages. COMPANY USER UNDERSTANDS AND AGREE STHAT IN NO EVENT SHALL TravelBank PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH TravelBank PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT TravelBank HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- Cap on Liability. EXCEPT FOR THE OBLIGATION TO PAY ANY FEES OR CHARGES IMPOSED ON EACH PARTY HEREUNDER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE GREATER OF: (A) THE AMOUNT PAID TO TRAVELBANK AS A RESULT OF COMPANY USER’S USE OF THE TRAVELBANK PERIOD DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE PARTY FIRST ASSERTS A CLAIM; OR (B) ONE-THOUSAND ($1,000) DOLLARS.
- User Content. TravelBank PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, COMPANY USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
- THE ABOVE LIMITATIONS OR EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
- Procedure for Making Claims of Copyright Infringement. It is TravelBank’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to TravelBank by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if Company User believes that its works has been copied and posted on TravelBank Properties in a way that constitutes copyright infringement, please provide TravelBank’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that Company User claims has been infringed; (3) a description of the location on TravelBank Properties of the material that Company User claims is infringing; (4) Company User’s address, telephone number and e-mail address; (5) a written statement by the Company User that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by Company User made under penalty of perjury, that the above information in its notice is accurate and that it is the copyright owner or authorized to act on the copyright owner’s behalf. TravelBank’s Copyright Agent for notice of claims of copyright infringement is as follows:
80 South Park
San Francisco, CA 94107
Attn: Legal Department
- Term and Termination.
- The Agreement commences on the date when Company User accept it (as described in the preamble above), or, if earlier, the date Company User first used TravelBank Properties (the “Effective Date”) and remains in full force and effect while Company User uses TravelBank Properties, unless terminated earlier in accordance with the Agreement (“Term”).
- Termination of Services by Company User. If Company User wants to terminate the Services provided by TravelBank, Company User may do so by notifying TravelBank at any time (in accordance with Section 21.7 (Notice)) and closing its Account for all of the Services that it uses.
- Termination of Services by TravelBank. TravelBank may (a) terminate the Services at any time for any reason, (b) terminate Company User’s access to the TravelBank Properties at any time for any reason, and/or (c) stop providing portions of the Services at any time for any reason.
- Effect of Termination. Upon termination of all Services, TravelBank will terminate Company User’s use of the TravelBank Company Network, although Individual Users may still be able to access the TravelBank Properties and operate their Accounts in accordance with the Terms of Service Agreement for Individual Users available at https://travelbank.com/terms-of-use/. Upon termination of all Services, Company User must immediately cease all access and use of the TravelBank Properties, and all rights granted in the Agreement shall automatically and immediately terminate. Termination of all Services may include deletion of Company Administrator’s password and/or all related information, files and Content associated with or inside Company User’s Account (or any part thereof), and Individual User Accounts (or any part thereof), including Company User Content. Upon termination of any Service, TravelBank may remove Company User’s access to such Service and bar further use of the Service. Upon termination of any Service, Company User’s right to use such Service will automatically and immediately terminate. Company User’s access to all Company User Content posted to the Service may be terminated but such Company User Content may remain in the Service for as long as the TravelBank Properties in which Company User posted such Content remains active. It may also persist in TravelBank’s archives thereafter. TravelBank is under no obligation to notify Company User or return Company User Content to Company User. TravelBank will not have any liability whatsoever to Company User for any suspension or termination, including for deletion of Company User Content. All provisions of the Agreement which by their nature should survive, shall survive termination of the TravelBank Company Network and TravelBank Properties, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
- If TravelBank becomes aware of any possible violations by Company User of the Agreement, TravelBank reserves the right to investigate such violations and to take action, including suspending access to and use of the TravelBank Company Network, removing Company User Content from the Services, suspending or cancelling any and all Accounts related to Company User, or referring such activity to appropriate authorities. Company User Content that is deleted may be irretrievable. If, as a result of the investigation, TravelBank believes that criminal activity has occurred, TravelBank reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Notwithstanding TravelBank’s confidentiality obligations set forth in Section 12 (Confidentiality), TravelBank is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in TravelBank Properties, including Company User Content, in TravelBank’s possession in connection with Company User’s use of TravelBank Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Company User Content violates the rights of third parties, (4) respond to Company User’s requests for customer service, (5) protect the rights, property or personal safety of TravelBank, Individual Users, Other Users or the public, or (6) in connection with all enforcement actions or to government officials, as TravelBank in its sole discretion believes to be necessary or appropriate.
- International Users. Some of the TravelBank Properties may be accessible from countries around the world and may contain references to Services and Content that are not available in Company User’s country. These references do not imply that TravelBank intends to announce such Services or Content in Company User’s country. TravelBank Properties are controlled and offered by TravelBank from its facilities in the United States of America. TravelBank makes no representations that TravelBank Properties are appropriate or available for use in other locations. Those who access or use TravelBank Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- Dispute Resolution. To the extent that TravelBank, in its sole discretion, determines that TravelBank cannot adequately defend itself against claims or disputes in connection with or against Individual Users (e.g. through arbitration, mediation, and/or litigation) without bringing Company User into such claim or dispute as a third party, Company User expressly understands and agrees to join such claims or disputes as a third-party for the benefit of TravelBank.
- General Provisions.
- Electronic Communications. Company User consents to receive communications from TravelBank in an electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that TravelBank provides to Company User electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Company User’s statutory rights.
- Company User hereby releases TravelBank Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from Company User’s use of TravelBank Properties, including but not limited to, any interactions with or conduct of Other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or its use of TravelBank Properties.
- The Agreement, and Company User’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Company User without TravelBank’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. TravelBank shall have the right to assign the Agreement, without prior written consent of the Company User, to a successor entity in the event of a merger, corporate reorganization, change of control or similar such transaction, or a sale of all or substantially all of its assets. The terms of the Agreement shall be binding upon such assignees.
- Force Majeure. Neither Party shall be liable hereunder for any cessation, interruption or delay in the performance of any of its obligations (except with regard to any payment obligations) due to causes beyond its reasonable control, including but not limited to: earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, war (whether or not officially declared) or the inability to obtain an essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
- Company User agrees that TravelBank may use its name, logo, or other trademark TravelBank’s marketing materials or communications (including, but not limited to, the Website and Application) for the sole purpose of indicating that Company User uses TravelBank Services. Company User hereby grants to TravelBank the right to reference the Company as a customer of TravelBank on its Website and Application for the purpose of indicating that Company User uses TravelBank’s Services.
- Governing Law and Jurisdiction. Both Parties agree that the Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.
- Company User must provide TravelBank with its most current e-mail address for purposes of receiving notices pursuant to the Agreement. In the event that the e-mail address Company User provided is not valid, TravelBank’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Company User may give notice to TravelBank at firstname.lastname@example.org and at the following address: Travelator, Inc., 80 South Park, San Francisco, CA 94107, Attn: Legal Department. Physical notice shall be deemed given when received by TravelBank by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. Company User may not use, export, import, or transfer TravelBank Properties except as authorized by U.S. law, the laws of the jurisdiction in which it obtained TravelBank Properties, and any other applicable laws. In particular, but without limitation, TravelBank Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using TravelBank Properties, Company User represents and warrants that: (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties. Company User will not use TravelBank Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. Company User acknowledges and agrees that products, services or technology provided by TravelBank are subject to the export control laws and regulations of the United States. Company User shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer TravelBank services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Independent Parties. Both Parties are independent contractors with respect to each other. Neither Party is, nor shall be, deemed to be an employee, agent, partner or legal representative of the other Party for any purpose and shall not have any right, power or authority to create any obligation or responsibility on behalf of the other Party.
- Entire Agreement. The Agreement (including any Supplemental Terms, if applicable) is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.