PLEASE READ THIS COMPANY TERMS OF SERVICE AGREEMENT (THE “TOS AGREEMENT”) CAREFULLY. This TOS Agreement is by and between Travelator, Inc., doing business as TravelBank (“TravelBank”) and the company/legal entity (“Company User”) that either enters into a commercial agreement with TravelBank, or registers as a Company on the TravelBank website, https://travelbank.com/, (“Website”) 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 and Content (defined below) made available by TravelBank (collectively, the “TravelBank Properties”). Company User and TravelBank are each a “Party,” and collectively “Parties.”
WHEN AN ADMINISTRATOR ON BEHALF OF THE 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 AND (2) 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 THE COMPANY USER DOES NOT AGREE TO BE BOUND BY THE TOS AGREEMENT, THE COMPANY USER MAY NOT ACCESS OR USE THE TRAVELBANK PROPERTIES.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) which are included below as separate riders. The TOS Agreement and any applicable Supplemental Terms are collectively referred and incorporated herein as the “Agreement.”
•Rider A: Supplemental Terms for Savings and Rewards Program
•Rider B: Supplemental Terms for Travel Reservations
•Rider C: Supplemental Terms for Expense Management and Reimbursement
Terms used in the Agreement have the meaning set forth below or as otherwise set forth herein.
a)“Company” means the legal entity that owns the rights to the domain included in the e-mailaddress that a User provides when he or she creates an account with TravelBank. TheCompany will generally be the User’s employer. “Company” does not include a legal entitythat operates an e-mail service (e.g. Hotmail, Yahoo, etc.) (an “E-Mail Service Entity”) unlessone or more Managers employed have created a TravelBank Department Network(s) orTravelBank has an agreement with that E-mail Service Entity pursuant to which that entity hascreated a TravelBank Company Network.
b)“Department” is a group, department or other unit of a Company.
c)“Employee” is an Individual User who identifies himself or herself as an Employee when theIndividual User creates an Account with TravelBank. An Employee may also register as aManager within the same or another TravelBank Company Network, or within the TravelBankCompany Network to which the Employee belongs.
d)“Individual User” means an individual user that identifies himself or herself as a Managerand/or Employee of the TravelBank Company Network. Collectively, Individual Users andCompany Users are “Users,” and each is a “User.”
e)“Manager” is an Individual User who identifies himself or herself as a Manager when theIndividual User creates an Account with TravelBank. A Manager may register himself orherself as an Employee within the same or another TravelBank Department Network, or withinthe TravelBank Company Network, to which the Manager belongs.
f)“Other Users” means other individual users and company users who are outside theCompany User’s TravelBank Company Network.
g)“Software” includes the use of the Application and associated documentation, that is madeavailable via the Website, mobile application or accompanying Services.
h)“TravelBank Company Network” is a network which is created by a Company User on behalfof the entire Company when that Company User registers with TravelBank to create aTravelBank Company Network and clicks on the “I Accept” button. At such time as theCompany elects to become a Company User and create a TravelBank Company Network, anythen-existing TravelBank Department Network within that Company will automaticallybecome a part of the TravelBank Company Network. The TravelBank Company Network willbe 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 allinformation, data, text, images, photographs, messages, comments, and other content(“Content”) posted to the TravelBank Company Network by the Company User or IndividualUsers. For purposes of this Agreement, all terms that apply to Company User shall also applyto Company Administrator. A Company Administrator may also use the Services as anIndividual User.
2.USE OF THE TRAVELBANK PROPERTIES
a.Usage. The TravelBank Properties allow Individual Users of Company User’s TravelBankCompany Network to create and approve travel budgets, book travel, accommodationsand related items (“Travel Accommodations”), select and purchase items fromTravelBank’s partners via the Marketplace, track and report travel and business expenses,reimburse expenses, and, allow Company User, at its option, to create a Savings andRewards Program for cost management.
b.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, atwhich time any then-existing TravelBank Department Networks within that Company Usershall automatically become part of the Company User’s TravelBank Company Network.Each Individual User of the TravelBank Company Network will be required to have anaccount on the Application (“Account”) or a valid account on the social networkingservice through which the Individual User has connected to the Services (each suchaccount a “Third Party Account”)(“Registered User”) to use the Services (with theexception of the TravelBank Budget Creator tool, which Individual Users are able to usewithout become a Registered User) and agree to be bound by this TOS Agreement.
c.Employees and Managers. Individual Users can register for the Services as either anEmployee and/or a Manager, and access rights within the Application will be differentdepending on which designation(s) are selected by the Individual Users.
d.Company Users:i.Represents and warrants that: (a) the person who created the Company UserAccount is authorized to enter into the Agreement on behalf of Company Userand to grant TravelBank the rights granted in the Agreement; and (b) the Servicesdo not conflict with any existing policies (including expense reimbursementpolicies);
ii.Agrees to provide or approve a list that includes the e-mails of the IndividualUsers who, once registered as Employees and/or Managers, will comprise themembers of the TravelBank Company Network and will be able to communicatewith each other via the Services as permitted by the Company Administrator; and
e.Company Administrator. Company User represents and warrants that the CompanyAdministrator: (i) is authorized by the Company User to access the list of all IndividualUsers within the TravelBank Company Network to which the Company User belongs; and(ii)will immediately notify TravelBank of any changes to the TravelBank CompanyNetwork, including, but not limited to, any changes in the list of Individual Users providedto TravelBank by Company User.
g.Registration Data. In registering for the Services, Company User agrees to (1) providetrue, accurate, current and complete information as prompted by the Services’registration form (the “Registration Data”); and (2) maintain and promptly update theRegistration Data to keep it true, accurate, current and complete. Company Userrepresents that it is not barred from using the TravelBank Properties under the laws ofthe United States, its’ place of residence or any other applicable jurisdiction. CompanyUser is responsible for all activities that occur under its Account. Company User agreesto monitor its Account to restrict use by minors, and it will accept full responsibility forany unauthorized use of TravelBank Properties. Company Administrator may not sharethe Company Administrator Account password with anyone, and agrees to (1) notifyTravelBank immediately of any unauthorized use of the Company Administrator Accountpassword or any other breach of security, and (2) exit from the Company AdministratorAccount at the end of each session. If Company User provides any information that isuntrue, inaccurate, not current or incomplete, or TravelBank has reasonable grounds tosuspect that such information is untrue, inaccurate, not current or incomplete,TravelBank has the right to suspect or terminate Company User’s Account and refuse anyand all current or future use of TravelBank Properties (or any portion thereof). TravelBankreserves 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 thirdparty’s rights. Company User agrees not to create an Account or use TravelBankProperties if it has been previously removed by TravelBank, or if it has been previouslybanned from any of the TravelBank Properties.
h.Necessary Equipment and Software. Company User must provide all equipment andsoftware necessary to connect to TravelBank Properties, including but not limited to, amobile device that is suitable to connect with and use TravelBank Properties, in caseswhere the Services offer a mobile component. Company User is solely responsible forany fees, including Internet connection or mobile fees, that it incurs when accessingTravelBank Properties.
3.ACCESS TO TRAVELBANK PROPERTIES
a.Application License. The TravelBank Properties are protected by copyright lawsthroughout the world. Subject to Company User’s compliance with the Agreement,TravelBank hereby grants to Company Administrator, for the Term (as defined below), aworldwide, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocablelicense to: (a) access, download, install, and use a copy of the Application on one or moremobile devices or computers that Company User owns or controls, and (b) run such copyof the Application solely for Company User’s own business purposes and in accordancewith the limitations set forth in this section. TravelBank, its suppliers and serviceproviders reserve all rights not granted in the Agreement.
b.App Store Limitations. Company User acknowledges and agrees that the availability ofthe Application and certain Services is dependent on the third party from which itreceived 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 notwith the App Store. TravelBank, not the App Store, is solely responsible for TravelBankProperties, 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. Company User agrees to pay allfees (if any) charged by the App Store in connection with TravelBank Properties, includingthe Application. Company User agrees to comply with, and its license to use theApplication is conditioned upon its compliance with, all applicable third-party terms ofagreement (e.g., the App Store’s terms and policies) when using TravelBank Properties,including the Application. Company User acknowledges that the App Store (and itssubsidiaries) are third-party beneficiaries of the Agreement and will have the right toenforce them.
c.Specific Provisions related to Apple App Store. With respect to any Application accessedthrough or downloaded from the Apple App Store or via iTunes (an “App Store SourcedApplication”), Company User will only use the App Store Sourced Application (i) on anApple-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.Company User further acknowledges:
i.Company User acknowledges that Apple has no obligation whatsoever to furnishany maintenance and support services with respect to the App Store SourcedApplication.
ii.In the event of any failure of the App Store Sourced Application to conform to anyapplicable warranty, Company User may notify Apple, and Apple will refund thepurchase price for the App Store Sourced Application to Company User and tothe maximum extent permitted by applicable law, Apple will have no otherwarranty obligation whatsoever with respect to the App Store SourcedApplication. 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. iii.The Parties acknowledge that, as between TravelBank and Apple, Apple is notresponsible for addressing any claims Company User has or any claims of anythird party relating to the App Store Sourced Application or Company User’spossession and use of the App Store Sourced Application, including, but notlimited to: (i) product liability claims; (ii) any claim that the App Store SourcedApplication fails to conform to any applicable legal or regulatory requirement;and (iii) claims arising under consumer protection or similar legislation.
iv.The Parties acknowledge that, in the event of any third-party claim that the AppStore Sourced Application or Company User’s possession and use of that AppStore Sourced Application infringes that third party’s intellectual property rights,as between TravelBank and Apple, TravelBank, not Apple, will be solelyresponsible for the investigation, defense, settlement and discharge of any suchintellectual property infringement claim to the extent required by the Agreement.
v.The Parties acknowledge and agree that Apple, and Apple’s subsidiaries, arethird-party beneficiaries of the Agreement as related to Company User’s licenseof the App Store Sourced Application, and that, upon Company User’sacceptance of the terms and conditions of the Agreement, Apple will have theright (and will be deemed to have accepted the right) to enforce the Agreementas related to Company User’s license of the App Store Sourced Applicationagainst it as a third-party beneficiary thereof.d.Software Updates. Company User understands that TravelBank Properties are evolving.As a result, TravelBank may require Company User to accept updates to TravelBankProperties that its Users have installed on their computers or mobile devices. CompanyUser acknowledges and agrees that TravelBank may update TravelBank Properties withor without notifying Company User. Company User may need to update third-partysoftware from time to time in order to use TravelBank Properties. Any future release,update or other addition to TravelBank Properties shall be subject to this TOS Agreement.
e.Certain Restrictions. The rights granted to Company User in the Agreement are subject tothe following restrictions. Company User understands that TravelBank has full right toimmediately terminate any Company User or Individual Users who engage in anyunauthorized use of TravelBank Properties. Company User warrants it will not engage inany unauthorized use which includes, but is not limited to:i.License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwisecommercially exploit TravelBank Properties or any portion of TravelBankProperties, including the Website;
ii.Frame or utilize framing techniques to enclose any trademark, logo, or otherTravelBank Properties (including images, text, page layout or form) ofTravelBank;
iii.Use any metatags or other “hidden text” using TravelBank’s name or trademarks;
iv.Modify, translate, adapt, merge, make derivative works of, disassemble,decompile, reverse compile or reverse engineer any part of TravelBank Propertiesexcept to the extent the foregoing restrictions are expressly prohibited byapplicable law;
v.Use any manual or automated software, devices or other processes (includingbut 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; vi.Enable access to TravelBank Properties by any unauthorized third partyapplications;
vii.Copy, reproduce, distribute, republish, download, display, post, or transmit, in anyform and by any means, any part of the TravelBank Properties, except asexpressly stated herein;
viii.Remove or destroy any copyright notices or other proprietary markings containedon or in TravelBank Properties.
4.RESPONSIBILITY FOR CONTENTa)Types of Content. Company User acknowledges that all Content is the sole responsibilityof the party from whom such Content originated. This means that Company User, and notTravelBank, is responsible for all Content that the Company User, its CompanyAdministrator, and Individual Users upload, post, e-mail, transmit or otherwise makeavailable (“Make Available”) through TravelBank Properties (“Company User Content”),and that its Employees and Managers who use the TravelBank Company Network, andnot TravelBank, are similarly responsible for all Content they Make Available throughTravelBank Properties (“Individual User Content”).
b)No Obligation to Pre-Screen Content. Company User acknowledges that TravelBank hasno 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 orremove any such Company User Content. By entering into the Agreement, Company Userhereby provides its irrevocable consent to such monitoring. Company Useracknowledges and agrees that it has no expectation of privacy concerning thetransmission of Company User Content, including without limitation chat, text, or voicecommunications. In the event that TravelBank pre-screens, refuses or removes anyContent, Company User acknowledges that TravelBank will do so for TravelBank’sbenefit, not for the benefit of Company User. Without limiting the foregoing, TravelBankshall have the right to remove any Company User Content that violates the Agreement oris otherwise objectionable.
a)TravelBank Properties. Except with respect to Company User Content, Company Useragrees that TravelBank and its suppliers own all rights, title and interest in TravelBankProperties. Company User will not remove, alter or obscure any copyright, trademark,service mark or other proprietary rights notices incorporated in or accompanying theWebsite, the Services, or TravelBank Properties. TravelBank’s name and other relatedgraphics, 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.
b)Company User Content. TravelBank does not claim ownership of Company User Content.However, when Company User or any Individual Users of the TravelBank CompanyNetwork 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/orto incorporate it in other works in any form, media or technology now known or laterdeveloped, for the full term of any worldwide intellectual property right that may exist inthe Company User Content.
c)License to Company User Content. Subject to any applicable account settings thatCompany User selects, Company User grants TravelBank a fully paid, royalty-free,perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (includingany moral rights) and license to use, license, distribute, reproduce, modify, adapt, publiclyperform, and publicly display, Company User Content (in whole or in part) for thepurposes of operating and providing TravelBank Properties to Company User. CompanyUser warrants that the holder of any worldwide intellectual property right, including moralrights, in Company User Content, has completely and effectively waived all such rightsand validly and irrevocably granted to Company User the right to grant the license statedabove.
d)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 Contentby Individual Users. For example, the Company Administrator may permit a Manager toview and access certain Individual User Content of Employees. Please remember thatOther Users (that are not in Company User’s TravelBank Company Network) may searchfor, see, use, modify and reproduce any Company User Content that Company Users orIndividual Users of the TravelBank Company Network submit to any “public” area ofTravelBank Properties. If Company User wishes to prevent Individual Users fromsubmitting Individual User Content on “public” areas of TravelBank Properties, theCompany Administrator should restrict such activities.
e)User Feedback. Company User agrees that submission of any ideas, suggestions,documents, and/or proposals to TravelBank through its suggestion, feedback, wiki, forumor similar pages (“Feedback”) is at its own risk and that TravelBank has no obligations(including without limitation obligations of confidentiality) with respect to suchFeedback. Company User represents and warrants that it has all rights necessary tosubmit the Feedback. Company User hereby grants to TravelBank a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right andlicense to use, reproduce, perform, display, distribute, adapt, modify, re-format, createderivative works of, and otherwise commercially or non-commercially exploit in anymanner, any and all Feedback, and to sublicense the foregoing rights, in connection withthe operation and maintenance of TravelBank Properties.
6.COMPANY USER CONDUCT
a)As a condition of use, Company User agrees not to use TravelBank Properties for anypurpose that is prohibited by the Agreement or by applicable law. Company User shall not(and shall not permit any Individual User or third-party entity or individuals affiliated withCompany) either (a) to take any action or (b) Make Available any Content on, in or throughTravelBank 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 unsolicitedadvertising, junk or bulk e-mail; (v) involves commercial activities and/or sales, such ascontests, sweepstakes, barter, advertising, or pyramid schemes without TravelBank’s priorwritten consent; (vi) impersonates any person or entity, including any TravelBank employee orrepresentative; (vii) interferes with or attempts to interfere with the proper functioning ofTravelBank Properties or uses TravelBank Properties in any way not expressly permitted bythe Agreement; or (viii) attempts or engages in, any potentially harmful acts that are directedagainst TravelBank Properties, including but not limited to violating or attempting to violateany security features of TravelBank Properties, using manual or automated software or othermeans to access, “scrape,” “crawl” or “spider” any pages contained in TravelBank Properties,introducing viruses, worms, or similar harmful code into TravelBank Properties, or interferingor attempting to interfere with use of TravelBank Properties by any Other User, host ornetwork, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or“crashing” TravelBank Properties.
b)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 shallhave the right, in its sole discretion, to remove any Company User Content for any reason (orno reason), including if such Content violates the Agreement or any applicable law. AlthoughTravelBank does not generally monitor Company User (or Other User) activity occurring inconnection with TravelBank Properties or Content, if TravelBank becomes aware of anypossible violations by Company User of any provision of the Agreement, TravelBank reservesthe right to investigate such violations, and TravelBank may, at its sole discretion,immediately terminate the TravelBank Company Network, Company User’s license to useTravelBank Properties, or change, alter or remove Company User Content, or Individual UserContent, in whole or in part, without prior notice to Company User.
7.INTERACTIONS WITH OTHER USERS AND THIRD PARTIES
a)User Responsibility. Company User is solely responsible for its interactions with Other Usersof 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 suchdisputes. Company User agrees that TravelBank will not be responsible for any liabilityincurred as the result of such interactions.
b)Content Provided by Other Users. Other Users may Make Available other Content on theTravelBank Properties (“Other User Content”). TravelBank is not responsible for and does notcontrol Other User Content. TravelBank has no obligation to review or monitor, and does notapprove, endorse or make any representations or warranties with respect to Other UserContent. Company User uses all Other User Content and interacts with Other Users at its ownrisk. If Company User would like to limit the ability for Individual Users to interact with OtherUsers or use Other User Content, it may do so through the Company Administrator Account.
8.THIRD-PARTY WEBSITES AND SOFTWARE COMPONENTS, NON-TRAVELBANK PRODUCTS
a)General Disclaimer. As a part of TravelBank Properties, Company User may have access tomaterials, products or services that are hosted by another party. Company User agrees that itis impossible for TravelBank to monitor such materials and that Company User accessesthese materials at its own risk.
c)Non-TravelBank Products. TravelBank may make non-TravelBank products or services andThird Party Content (“Non-TravelBank Products”) available via the Services. If Company Userinstalls or uses any Non-TravelBank Products with the Services, it may not do so in any waythat would subject TravelBank’s intellectual property or technology to obligations beyondthose expressly included in this Agreement. TravelBank assumes no responsibility or liabilitywhatsoever for the Non-TravelBank Products. Company User is solely responsible for anyNon-TravelBank Products that it installs or uses with the Services.
e)Third-Party Software Components. The software provided by TravelBank to Company User aspart of the Services may contain third party software components. Unless otherwisedisclosed in that software, TravelBank, not the third party, licenses these components toCompany User under TravelBank license terms and notices.
9.COPYRIGHT INFRINGEMENTa)It is TravelBank’s policy to terminate membership privileges of any User who repeatedlyinfringes copyright upon prompt notification to TravelBank by the copyright owner or thecopyright owner’s legal agent.
b)Without limiting the foregoing, if Company User believes that its works has been copied andposted on TravelBank Properties in a way that constitutes copyright infringement, pleaseprovide TravelBank’s Copyright Agent with the following information: (1) an electronic orphysical 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:
Attn: Legal Department
1100 Sullivan Ave
Daly City, CA 94017
a)Confidential Information. During the Term, each Party (the “Disclosing Party”) may providethe other (the “Receiving Party”) with certain information regarding the Disclosing Party’sbusiness, technology, software, or other confidential or proprietary information (collectively,the “Confidential Information”). The Disclosing Party will mark all Confidential Information intangible from as “confidential” or “proprietary” or with a similar legend, and identify allConfidential Information disclosed orally as confidential at the time of disclosure and providea written summary of such Confidential Information within thirty (30) days after such oraldisclosure.
b)Protection to Confidential Information. The Receiving Party agrees that it will not use ordisclose to any third party and Confidential Information of the Disclosing Party, except asexpressly permitted under the Agreement. The Receiving Party will limit access to theConfidential Information to those employees who have a need to know, who haveconfidentiality obligations no less restrictive than those set forth herein, and who have beeninformed of the confidential nature of such information (with respect to TravelBank). Inaddition, the Receiving Party will protect the Disclosing Party’s Confidential Information fromunauthorized use, access, or disclosure in the same manner it protects its own proprietaryinformation of a similar nature, but in no event with less than reasonable care. At theDisclosing Party’s request or upon termination of the Agreement, the Receiving Party willreturn 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 thecontinuing right to use under the Agreement, and the Receiving Party shall provide to theDisclosing Party a written affidavit certifying compliance with this sentence.
c)Mutual Exceptions. The confidentiality obligations set forth above in this section will notapply to any information that: (a) becomes generally available to the public through no faultof the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free ofany confidentiality duties or obligations; (c) was already known to the Receiving Party at thetime 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 hadno 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. d)TravelBank’s Confidentiality Exceptions. Notwithstanding TravelBank’s confidentialityobligations, TravelBank is entitled, except to the extent prohibited by applicable law, todisclose any information or materials on or in TravelBank Properties, including Company UserContent, in TravelBank’s possession in connection with Company User’s use of TravelBankProperties, 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 therights 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 orthe public, or (6) in connection with all enforcement actions or to government officials, asTravelBank in its sole discretion believes to be necessary or appropriate.
a)By TravelBank. TravelBank will defend, at its expense, any suit brought against CompanyUser, its agents, officers, directors, employees, and representatives (collectively, the“Company User Parties”) and will pay any settlement TravelBank makes or approves, or anydamages finally awarded in such suit, insofar as such suit is based on a claim by any thirdparty alleging that any of the TravelBank Properties misappropriates any trade secret orinfringes any copyright or patent issued as of the Effective Date. If any portion of theTravelBank Properties becomes, or in TravelBank’s opinion is likely to become, the subject ofa 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 orreplace the TravelBank Properties (or any portion thereof) in a way that does not materiallyimpair the functionality of the TravelBank Properties; or (c) terminate the Services and/orAgreement. Notwithstanding the foregoing, TravelBank will have no obligation under thissection 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 useof the TravelBank Properties in combination with other Content, services, products,equipment, or software not supplied by TravelBank; (c) any modification of the TravelBankProperties by any person or entity other than TravelBank. This is the sole and exclusiveremedy of the Company User Parties, and the sole and entire liability of TravelBank, or any ofits officers, directors, employees, or representatives, for misappropriation and/orinfringement claims and actions.
b)By Company User. Company User will defend at its expense any suit brought againstTravelBank, its parents, subsidiaries, agents, officers, directors, employees, andrepresentatives (collectively, the “TravelBank Parties”) and will pay any settlement thatCompany User makes or approves, or any damages finally awarded in such suit, insofar assuch suit is based on a claim by any third party alleging that: (a) Company User Contentviolates the terms of the Agreement, including infringement of any copyright, trademark, orpatent and/or misappropriation of any trade secret; or (b) Company User’s violation of anyapplicable laws, rules, or regulations. 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.
c)Mutual Obligations. The indemnifying party’s obligations as set forth in this section areexpressly 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 will survive any termination of company User’s Account, Services, the Agreement or Company User’s access to TravelBank Properties.
a)TravelBank warrants that it will use commercially reasonable care and skill in all materialaspects, and will not materially decrease the functionality. Further, it will use best efforts toenable the Services are free of reproducible material failures (“Errors”) during the Term. If theServices provided to Company User was not performed as warranted, Customer mustpromptly provide TravelBank with a written notice that describes the deficiency in theServices. Unless otherwise noted, the sole and exclusive remedy will be for TravelBank touse all commercially reasonable efforts to correct any Errors or Services deficiencies.
b)COMPANY USER EXPRESSLY UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLYPROVIDED IN SECTION 12(a) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW: (A) COMPANY USER’S USE OF ALL OF TRAVELBANK PROPERTIES IS AT THECOMPANY USER’S SOLE RISK, AND (B) THE TRAVELBANK PROPERTIES ARE PROVIDED ONAN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TRAVELBANK MAKES NOWARRANTY, REPRESENTATION OR CONDITION THAT: (1) TRAVELBANK PROPERTIES WILLMEET COMPANY USER’S REQUIREMENTS; (2) ITS USE OF TRAVELBANK PROPERTIES WILLBE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BEOBTAINED FROM USE OF TRAVELBANK PROPERTIES WILL BE ACCURATE OR RELIABLE.THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE TRAVELBANK PROPERTIESOR ANY OTHER SERVICES OR PRODUCTS PROVIDED TO COMPANY USER BY THETRAVELBANK PARTIES, THE TRAVELBANK PARTIES DO NOT WARRANT THAT OPERATIONOF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
c)TravelBank makes no (and hereby disclaims all) other warranties, representations, orconditions, 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.
d)Any content downloaded from or otherwise accessed through TravelBank Properties isaccessed at Company User’s own risk, and Company User shall be solely responsible for anydamage to Company User’s property, including, but not limited to, the computer system andany device it uses to access TravelBank Properties, or any other loss that results fromaccessing such content.
e)From time to time, TravelBank may offer new “beta” features or tools with which its CompanyUsers and/or Individual Users may experiment. Such features or tools are offered solely forexperimental purposes and without any warranty of any kind, and may be modified ordiscontinued at TravelBank’s sole discretion.
13.LIMITATIONS ON LIABILITIES
a)In providing the Services, TravelBank acts solely as the agent for any third party contentsuppliers (“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. b)No Liability for Conduct of Third Parties. COMPANY USER ACKNOWLEDGES AND AGREESTHAT TRAVELBANK PARTIES ARE NOT LIABLE, AND COMPANY USER AGREE NOT TO SEEKTO HOLD TRAVELBANK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES,INCLUDING TRAVELBANK’S PARTNERS IN THE MARKETPLACE, OPERATORS OF EXTERNALSITES AND COMPANIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIESRESTS ENTIRELY WITH COMPANY USER. TRAVELBANK MAKES NO WARRANTY THAT THEGOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET COMPANY USER’SREQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREEBASIS. TRAVELBANK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCHGOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESSOR RELIABILITY OF ANY USER OR THIRD PARTY CONTENT OBTAINED THROUGHTRAVELBANK.
c)No Liability for Conduct of Other Users. Company User is solely responsible for all of itscommunications and interactions with its Individual Users and with other users of theTravelBank networks. Company User understands that TravelBank does not make anyattempt to verify the statements of users, including other users.
d)Disclaimer of Certain Damages. COMPANY USER UNDERSTANDS AND AGREES THAT IN NOEVENT SHALL TRAVELBANK PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE ORDATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGESARISING OUT OF OR IN CONNECTION WITH TRAVELBANK PROPERTIES, OR DAMAGES ORCOSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENTOF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OREMOTIONAL DISTRESS, WHETHER OR NOT TRAVELBANK HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THEAGREEMENT, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY,COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANYOTHER LEGAL THEORY.
e)Cap on Liability. Except for the obligation to pay any fees or charges imposed on each partyhereunder, under no circumstances will either party be liable to the other party for more thanthe greater of: (a) the amount paid to TravelBank from Company User’s usage of TravelBankProperties during the twelve (12) month period preceding the date on which the party firstasserts a claim; or (b) one-thousand ($1,000) dollars.
14.TERM AND TERMINATION
a)Effective Date. The Agreement commences on the date when Company User accept it (asdescribed in the preamble above), or, if earlier, the date Company User first used TravelBankProperties (the “Effective Date”) and remains in full force and effect while Company Useruses TravelBank Properties, unless terminated earlier in accordance with the Agreement
(“Term”) or through other contractual agreements between TravelBank and the Company Administrator, whose specific provisions on dates and contract length shall supersede this one.
b)Termination of Services by Company User. If Company User has a separate commercialagreement with TravelBank, the terms in that agreement shall supersede all other written ororal understanding. If there is no separate commercial agreement, Company User mayterminate upon 30 days’ written notice to TravelBank at email@example.com and after alldue monies owed to TravelBank are fully settled.
c)Termination of Services by TravelBank. TravelBank may (a) terminate the Services at anytime for any reason, (b) terminate Company User’s access to the TravelBank Properties atany time for any reason, and/or (c) stop providing portions of the Services at any time for anyreason.
d)Effect of Termination. Upon termination of all Services, TravelBank will terminate CompanyUser’s use of the TravelBank Company Network, although Individual Users may still be able toaccess the TravelBank Properties and operate their Accounts in accordance with the Termsof Service Agreement for Individual Users available at https://travelbank.com/terms-of-use/.Upon termination of all Services as requested by a Company Administrator, Company Usermust immediately cease all access and use of the TravelBank Properties, and all rightsgranted in the Agreement shall automatically and immediately terminate. Termination of allServices may include deletion of Company Administrator’s password and/or all relatedinformation, files and Content associated with or inside Company User’s Account (or any partthereof), and Individual User Accounts (or any part thereof), including Company User Content.Upon termination of any Service, Company User’s right to use such Service will automaticallyand immediately terminate. Company User’s access to all Company User Content posted tothe Service may be terminated but such Company User Content may remain in the Service foras long as the TravelBank Properties in which Company User posted such Content remainsactive. It may also persist in TravelBank’s archives thereafter subject to TravelBank’s PrivacyPolicy. TravelBank is under no obligation to notify Company User or return Company UserContent to Company User. TravelBank will not have any liability whatsoever to Company Userfor any suspension or termination, including for deletion of Company User Content. Allprovisions of the Agreement which by their nature should survive, shall survive termination ofthe TravelBank Company Network and TravelBank Properties, including without limitation,ownership provisions, warranty disclaimers, and limitations of liability.
e)Survival. After Termination, the sections on Confidentiality (Section 10), MutualIndemnification (Section 11), Limitations on Liabilities (Section 13) and General Provisions(Section 15) shall survive.
a)Electronic Communications. Company User consents to receive communications fromTravelBank in an electronic form; and (2) agrees that all terms and conditions, agreements,notices, disclosures, and other communications that TravelBank provides to Company Userelectronically satisfy any legal requirement that such communications would satisfy if it wereto be in writing. Company User must provide TravelBank with its most current e-mail addressfor purposes of receiving notices pursuant to the Agreement. In the event that the e-mailaddress Company User provided is not valid, TravelBank’s dispatch of the e-mail containingsuch notice will nonetheless constitute effective notice.
b)Release. Company User hereby releases TravelBank Parties and their successors fromclaims, demands, any and all losses, damages, rights, and actions of any kind, includingpersonal injuries, death, and property damage, that is either directly or indirectly related to orarises from Company User’s use of TravelBank Properties, including but not limited to, anyinteractions with or conduct of Other Users or third-party websites of any kind arising inconnection with or as a result of the Agreement or its use of TravelBank Properties.
c)No Assignment. The Agreement, and Company User’s rights and obligations hereunder, maynot be assigned, subcontracted, delegated or otherwise transferred by Company User withoutTravelBank’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 toassign the Agreement, without prior written consent of the Company User, to a successorentity in the event of a merger, corporate reorganization, change of control or similar suchtransaction, or a sale of all or substantially all of its assets. The terms of the Agreement shallbe binding upon such assignees.
d)Force Majeure. TravelBank shall NOT be liable hereunder for any cessation, interruption ordelay in the performance of any of its obligations due to causes beyond its reasonablecontrol, including but not limited to: government or civil actions, pandemics, epidemics,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 orservice required in the conduct of its business, or any change in or the adoption of any law,regulation, judgment or decree (collectively, “Force Majeure”).
e)Limited Use of Marketing Assets. Company User agrees that TravelBank may use its name,logo, or other trademark TravelBank’s marketing materials or communications (including, butnot limited to, the Website and Application) for the sole purpose of indicating that CompanyUser uses TravelBank Services. Company User hereby grants to TravelBank the right toreference the Company as a customer of TravelBank on its Website and Application for thepurpose of indicating that Company User uses TravelBank’s Services.
f)Governing Law and Jurisdiction. Both Parties agree that the Agreement and any actionrelated thereto will be governed and interpreted by and under the laws of the State ofCalifornia, without giving effect to any principles that provide for the application of the law ofanother jurisdiction. The United Nations Convention on Contracts for the International Sale ofGoods does not apply to the Agreement.
g)Legal Notice. Any legal notification may be emailed to: firstname.lastname@example.org. Any legalcourt documents or state-sanctioned notices should be sent to:
Attn: Legal Department
2710 Gateway Oaks Drive, Suite 150N
Sacramento, CA 95033
Physical notice shall be deemed given when received by TravelBank by letter delivered bynationally recognized overnight delivery service or first class postage prepaid mail at theabove address.
h)Waivers. Any waiver or failure to enforce any provision of the Agreement on one occasionwill not be deemed a waiver of any other provision or of such provision on any otheroccasion. If any provision of the Agreement is, for any reason, held to be invalid orunenforceable, 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.
i) 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.
j) Relationship of the 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.
k) 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.
l) 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.
m) Changes to the Agreement. This TOS 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 at https://travelbank.com/company-terms-of-service/. TravelBank will also update the “Last Updated” date at the top of this TOS Agreement. If TravelBank makes any material changes, TravelBank will also send an e-mail to Company Users and Individual Users. 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. 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).
n) 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.
RIDER A: SUPPLEMENTAL TERMS FOR SAVINGS AND REWARDS PROGRAM
Last Updated: June 16, 2020
The TravelBank Savings and Rewards Program allows Reward Program Participants (as defined below) to earn reward points (“Reward Points”) in connection with the Program Enrollee’s use of the Services and pursuant to incentives identified by TravelBank through the Services (“Incentives”). These Supplemental Terms (the “Rewards Program Terms”) govern the use of the Savings and Rewards Program and are incorporated into the TOS Agreement.
a)Company Participation. Company User may participate in the TravelBank Savings andRewards Program, and enable its Employees to participate, by entering into an order form,executed by both TravelBank and Company. Company User may withdraw Company from theSavings and Reward Program at any time through providing 30 days’ written notice.
b)Reward Program Participant. Reward Program Participants must meet all of the followingcriteria: you are of the age of majority and: (a) possess the legal authority to agree to theRewards Program Terms; (b) reside in a jurisdiction that legally permits participation in theSavings and Reward Program; (c) are not a resident of a country subject to an embargo ordesignated as state sponsors of terrorism or otherwise embargoed by the United StatesGovernment which as of the date that the Reward Program Changes were last updated,include Cuba, Iran, Sudan, Syria, North Korea, and the Crimea Region of the Ukraine.
c)Employee Reward Program Participant. Certain Incentives are available only to Employees ofReward Program Customer. A “Rewards Program Customer” is a sole proprietorship, limitedliability company, corporation or other entity that has entered into an Agreement withTravelBank pursuant to which the entity has agreed to participate in the Savings and RewardsProgram, but only for so long as such agreement is in effect. If you are an Employee of aRewards Program Customer, you are an “Employee Reward Program Participant” (in thisRider, also referred to as “you”).
a)In order to become an Employee Reward Program Participant, you must register for theSavings and Reward Program through the Services in compliance with the TravelBank Terms,including that the information you provide must be accurate.
b)If you register for the Services as a Manager and create a TravelBank Department Network,you may be required to provide us with (a) a valid and updated Authorization for DirectPayment via ACH (ACH DEBIT) for your Company, and/or (b) valid and updated credit cardinformation (your “Selected Payment Method(s)”). You authorize us to use your SelectedPayment Method(s) to offset the costs of the Incentive Program for your TravelBankDepartment Network, in accordance with the then current Incentive Program fundingterms. You are responsible for maintaining complete and accurate information regardingyour Selected Payment Method(s).
3.Earning Reward Points.
a)Certain Incentives may be made available to “Employee Reward Program Participants” at thediscretion of the Rewards Program Customer. For example, an Employee may be awardedReward Points if his or her final expenses associated with a particular approved trip is lessthan the budget created by the Employee for the trip through the Budget Creator andapproved by her Manager through the TravelBank Company Network (“Budget”). Employee
Reward Program Participants may also earn Reward Points after fulfilling other specific actions, which will be clearly communicated to the Participants by TravelBank. b)In order to earn Reward Points, the Employee must perform the specific requirements setforth in the Incentive that is identified through the Services. Each Incentive may have termsand conditions, restrictions or requirements that are specific to it and all such terms,restrictions and requirements must be met in order to earn the designated Reward Points.
c)Tracking Reward Points. Reward Points earned can be tracked through your account, andwhere the Incentive is based on an Employee’s ability to beat budget, through the portion ofyour account that allows you to track expenses.
4.Redeeming Points.a)Redemption Only Through the Store. Reward Points may be redeemed only for productsand services available through the TravelBank store made available through the Services(the “TravelBank Store”) and only if you follow redemption procedures set forththerein. Reward Points will be subtracted from your Account once you have redeemedthem.
b)Reward Points are Personal to you; but not Vested. Only you may redeem the RewardPoints you have earned; Reward Points may NOT be sold, exchanged, bartered,transferred, or given away. The value of your Reward Points may vary according to howyou chose to use them. Accumulated points are not the property of the Employee RewardProgram Participant and accumulation of Reward Points does not entitle the EmployeeReward Program Participant to any vested rights with respect to the Savings andRewards Program or the Reward Points.
c)Third Party Terms. When you redeem your Reward Points for products and servicesoffered by third parties (e.g., flights offered by airlines, hotel accommodations), allproducts or services purchased through the redemption of Reward Points may begoverned by such third-party terms. TravelBank has no liability for the acts or omissionsof any third party, including third parties whose products and services are made availablethrough the Marketplace.
5.Termination of Reward Points on Inactive Accounts (18 MONTHS). Reward Points accrued maybe forfeited without notice on the last day of the eighteenth (18) month after the last activity inyour Account, or if your Account is cancelled. An Account is deemed inactive if there has been noReward point accrual or redemption within 18 months.
6.Termination and Suspension of Your Enrollment and participation. We reserve the right at anytime to limit enrollment in the Savings and Rewards Program. We may discontinue yourparticipation in the Savings and Rewards Program. We may void or cancel your entire RewardPoint balance at our discretion, for any reason, including if any Reward Points in your Account areissued, received, or redeemed through fraud or theft, or otherwise illegally, or not as authorized inthese Reward Program Terms. These rights are in addition to any other legal or equitable remedywhich may be available to us under applicable law.
7.The Program and These Terms May be Suspended, Changed or Terminated.
a)Right to Modification. We reserve the right, at our sole discretion, to suspend, change orterminate the Savings and Rewards Program, in whole or in part; to add, delete or changeavailable Reward Points or Incentives; to modify, limit or suspend the use of orredemption of Reward Points or the availability of Incentives in any respect; to modify orchange redemption procedures; to modify, limit or suspend the collection of RewardPoints, including but not limited to imposing time limits and changes in Reward Point
values. We may make these changes even though the changes may affect the value of Reward Points already accumulated at any time and from time to time. b)Notice of Modification of the Savings and Rewards Program. If we make changes thatwe believe will have a material impact on your use of the Savings and Rewards Program,we will let you know by sending you an email if we have a current email address for you,and by noting on the Services that the Reward Program Terms have been updated. Theeffective date of any change in these Reward Program Terms will be the date specified inthe notice. If you disagree with the changes to these Reward Program Terms, you mayopt out of the Savings and Rewards Program by terminating these Reward ProgramTerms as provided in the Term and Termination Section below. Your ongoing use of theProgram and Services after the changes take effect signifies your agreement to the newterms.
c)Termination of Your Enrollment. We may cancel or suspend Employee Reward ProgramParticipants’ enrollment in the Savings and Rewards Program at any time, without causeand/or without notice. We may terminate and/or suspend your enrollment immediately,without notice, if there has been a violation of these Terms or other policies and termsthat apply to the Program. Your right to use the Program will end once your registration iscancelled or terminated.
8.Specific Termsa)Compliance with Laws. You must comply at all times with all laws, rules, and regulationsthat are applicable to you.
b)Tax Liability. The receipt or redemption of Reward Points may be subject to tax liability.Any tax liability, including reporting of tax liability to the Internal Revenue Service or othertaxing authorities, with respect to the receipt or use of Reward Points is solely yourresponsibility. TravelBank and each Rewards Program Customer reserves the right toreport the receipt or redemption of Reward Points to the Internal Revenue Service andother taxing authorities.
RIDER B: SUPPLEMENTAL TERMS FOR TRAVEL RESERVATIONS PROGRAM
Last Updated: June 16, 2020
These Supplemental Terms (the “Travel Reservations Terms” or “Agreement”) governing the reservation, purchase, and use of all Travel Services (as defined below) offered for sale by TravelBank are incorporated into the TOS Agreement. All terms not defined in these Travel Reservations Terms have the meaning provided to them in the TOS Agreement.
All bookings of Trips are also subject to the Terms and Conditions of the Supplier of the Travel Service(s) incorporated in your reservation. By placing a reservation with TravelBank, you agree to abide by all the Terms and Conditions of the applicable Suppliers, and to be bound by the limitations therein. Expedia Partner Solutions terms and conditions apply and are available at: http://developer.ean.com/terms/en/. If the Supplier’s Terms and Conditions are ever in conflict with the Travel Reservations Terms (or TOS) of TravelBank, TravelBank’s TOS Agreement, including this Rider, will control all issues relating to the liabilities and responsibilities of TravelBank.
a)“TravelBank” and/or “we” or “us” refer to Travelator, Inc. doing business as TravelBank.
b)“Application” and/or “App” refers to the TravelBank mobile application (“TravelBank App”)that is available through the Apple App Store or Google Play.
c)“Travel Service” and/or “Travel Services” encompass: airfare, including add-ons to airfarepurchases; ground transportation, including car rentals and rideshare services;accommodations, including hotel rooms, room sharing, resorts, or other lodgings; travelplanning, including consultation and logistics; trip insurance and any other travel or travelrelated products offered or sold by TravelBank.
d)“Travel Reservations Program” is an additional component of TravelBank’sServices. TravelBank Users may secure Travel Services via the TravelBank App or agents.
e)The term “Trip” is defined as any Travel Service, or package of Travel Services, offered orsold by TravelBank.
f)“Traveler” is any User of the TravelBank App who subsequently books a reservation forTravel Services.
g)Travel Service Supplier (“Suppliers”) are any third-party providers of Travel Services.
2.Modification of Our Travel Reservations Terms. Our Travel Reservations Terms may be amendedor modified by us at any time, without notice, on the understanding that such changes will notapply to Trips booked prior to the amendment or modification. It is therefore essential that youconsult and accept our Travel Reservations Terms at the time of making a booking, particularly inorder to determine which provisions are in operation at that time in case they have changed sincethe last time you placed an order with TravelBank or reviewed our Travel Reservations Terms.
3.Prices and Surcharges.
a)Only items and fees explicitly advertised as included in the price of a Travel Service will beincluded as part of Travel Service’s advertised price. We use commercially reasonableendeavors to publish and maintain accurate prices and information for our services via theTravelBank App and through our agents. Suppliers provide us with the price, availability andother information related to these Services. In the event, however, that a Service is listed orprovided to us at an incorrect price or with incorrect information due to typographical error orother error in pricing or service information received from a Travel Service Supplier, we retainthe right to refuse or cancel any Reservation placed for such Travel Service, whether or notthe order has been confirmed and/or your credit card charged. If your credit card has already
been charged for the purchase and your Reservation is canceled because of incorrect hotel, airline, or car provider information, we will promptly issue a credit to your credit card account in the amount of the charge. b)We expressly reserve the right to correct any pricing errors on our App and/or on pendingreservations made under an incorrect price. In such event, if available, we will offer you theopportunity to keep your pending reservation at the correct price or we will cancel yourreservation without penalty.
c)Our prices are contractual tariffs. No claim relating to the price of a Trip will be consideredonce the reservation is effective. All prices are quoted in US dollars (USD) unless otherwisedenoted. Rates for Travel Services are based on tariffs and exchange rates in effect at thetime of posting and are subject to change prior to departure. Substantial changes in tariffs,exchange rates, the price of fuel, Services and labor sometimes increase the cost of TravelService arrangements significantly.
4.Cancellation, Substitution, and Alteration Policies.
a)Cancellations or Modifications attributable to Traveler: Cancellation, substitution, and/oralteration terms vary by Supplier. It is your responsibility to familiarize yourself with the termsof your Supplier prior to purchase, so we urge you to read them carefully.
b)Cancellations and/or Alterations not attributable to Traveler: Due to Force Majeure or supplierrequests, changes and/or cancellations may need to be made to confirmed bookings. Whilewe always endeavor to avoid changes and cancellations, we must reserve the right to doso and to substitute alternative arrangements of comparable monetary value. TravelBankreserves the right to adjust the Travel Service or change the modes of ground and air travel,change the quality of accommodations or otherwise change the Travel Service without priornotice. We accept no liability for loss of enjoyment as a result of these changes. Anyadditional charges incurred arising from the postponement, delay or extension of a Trip oradjustment to the itinerary due to Force Majeure will be the Traveler’s responsibility.TravelBank will attempt to provide Traveler advanced notice of any changes to a Trip orServices to the extent commercially possible.
5.Issuing Travel Documents. Travel documents will only be sent to the purchasing Traveler whoplaces the order and personally agrees to these Terms and Conditions. Should you change youremail address, phone number, or address before your departure date, you are required to adviseus of the change. If a Traveler provides incorrect information to TravelBank, we do not assumeany liability if the Trip is adversely affected or made impossible by the non-receipt of traveldocuments.
6.Travelers with Special Needs or Disabilities. If you have special needs (e.g., wheelchairaccessible room, traveling with seeing eye dog, etc.) you must call all relevant Suppliers for yourTrip ahead of time and verify that special needs can be met. Depending on their terms andconditions, your reservation may be refunded, canceled or modified if special handicapped needscannot be met. TravelBank make no guarantee as to the ability of any Travel Supplier to meet thespecial needs of disabled clients.
7.Insurance. Should you have to cancel your Trip because of illness, injury or death to you or animmediate family member, depending on the type of coverage purchased, Trip cancellationinsurance may protect some or all deposits and payments for both air and Trip costs. Tripcancellation and interruption penalties can be significant. Purchasing Trip cancellation insuranceat a much later date may limit some of the coverage as to pre-existing or other conditions. It isTraveler’s responsibility to understand the limitations of their insurance coverage and purchaseadditional insurance as needed. It is the Traveler’s sole responsibility to research, evaluate and
purchase appropriate coverage. Traveler agrees that TravelBank is not responsible for any uninsured losses.
8.Passports, Visas, Reciprocity Fees, and Travel Health Requirements. It is Traveler’s soleresponsibility to verify they have all the necessary visas, transit visas, passport, and vaccinationsprior to travel and paid any required reciprocity fees for their destination.
a)A full and valid passport is required for all persons traveling to any of the destinations outsidethe U.S. that we feature. You must obtain and have possession of a valid passport, all visas,permits and certificates, and vaccination certificates required for your entire Trip. Mostinternational Trips require a passport valid until at least six (6) months beyond the scheduledend of your Itinerary.
b)Non-U.S. citizens should contact the appropriate consular office for any requirementspertaining to their Trip. Further information on entry requirements can be obtained from theState Department, by phone (202) 647-5335 or at https://travel.state.gov/ or directly from thedestination country’s website.
c)Some countries require you to be in possession of a return ticket or exit ticket and havesufficient funds, etc. Similarly, certain countries require that the Traveler produce evidence ofinsurance/repatriation coverage before it will issue a visa.
d)You must carefully observe all applicable formalities and ensure that the surnames andforenames used for all passengers when making a booking and appearing in your traveldocuments (booking forms, travel tickets, vouchers, etc.), correspond exactly with thoseappearing on your passport, visas, etc.
e)Immunization requirements vary from country to country and even region to region. Up-todate information should be obtained from your local health department and consulate. Youassume complete and full responsibility for, and hereby release TravelBank from, any duty ofchecking and verifying vaccination or other entry requirements of each destination, as well asall safety and security conditions of such destinations during the length of the proposedtravel or extensions expected or unexpected. For State Department information aboutconditions abroad that may affect travel safety and security, you can contact them by phoneat (202) 647-5335. For foreign health requirements and dangers, contact the U.S. Centers forDisease Control (CDC) at (404) 332-4559, use their fax information service at (404) 332-4565,or go to http://wwwnc.cdc.gov/travel/.
f)IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HOLD THE CORRECT, VALIDDOCUMENTS FOR THE COUNTRIES YOU ARE VISITING AND HAVE OBTAINED THENECESSARY VACCINATIONS, CLEARANCE TO TRAVEL, AND HOLD THE NECESSARYCONFIRMATIONS FOR MEDICATIONS REQUIRED AS WE CANNOT BE HELD LIABLE FOR ANYILLNESS, DELAYS, COMPENSATION, CLAIMS AND COSTS RESULTING FROM YOUR FAILURETO MEET THESE REQUIREMENTS. TRAVELBANK DISCLAIMS ALL RESPONSIBILITIES ORLIABILITIES IF YOU ARE REFUSED PASSAGE ON ANY AIRLINE, TRANSPORT OR ENTRY INTOANY COUNTRY DUE TO THE FAILURE ON YOUR PART TO CARRY OR OBTAIN THE CORRECTDOCUMENTATION. IF FAILURE TO DO SO RESULTS IN FINES, SURCHARGES, CLAIMS,FINANCIAL DEMANDS OR OTHER FINANCIAL PENALTIES BEING IMPOSED ON US, YOU WILLBE RESPONSIBLE FOR INDEMNIFYING AND REIMBURSING US ACCORDINGLY.
a)“Accommodations” are any lodgings in a dwelling or similar living quarters afforded toTravelers including, but not limited to, hotels, short term apartment, room or couch shares,motels, and resorts. TravelBank provides the accommodations for its Trips through third-party Suppliers and retains no ownership or management interest in those Accommodations.TravelBank does not guarantee the location or the amenities of the Accommodations nor theperformance of the third-party Supplier. If any issues arise, please contact theowner/operators of the respective Accommodations directly.
b)Accommodations and living standards may vary from country to country and region toregion. TravelBank makes no guarantees about Accommodation living standards. Anyadditional costs, i.e. upgrades etc., will be borne by the Traveler.
c)Prices of Accommodations are based on double occupancy unless described otherwise. Ifyou prefer single Accommodations, some Accommodations require you to pay a singlesupplement fee which can vary depending on the Accommodation.
a)General: TravelBank’ responsibilities in respect to air travel are limited by the relevant airline’sContract of Carriage. All airlines’ Contracts of Carriage are available for view publicly on theirwebsites and at their office branches. TravelBank is not able to specify the type of aircraft tobe used by any airline or guarantee seat assignments. In addition, TravelBank is notresponsible for losses due to cancelled flights, seats, or changed flight itineraries. Airlinesretain the right to adjust flight times and schedules at any time, and these changes mayinclude a change in the airline you fly, your aircraft type or destination. Such alterations donot constitute a significant change to your Trip Itinerary. If an airline cancels or delays aflight, you should work with the airline to ensure you arrive at your destination on or ahead oftime. TravelBank will not provide any refund for Trips missed, in part or full, due to missed,cancelled or delayed flights, or other flight irregularities including, without limitation, deniedboarding whether or not you are responsible for such denial. Airline flights may beoverbooked. A person denied boarding on a flight may be entitled to a compensatorypayment or other benefits from the airline. The rules for denied boarding are available at allticket counters in your Contract of Carriage. The airline fulfilling your reservation may changefrom the airline displayed on our website.
b)Flight Times: The flight times given by TravelBank are for general guidance only and aresubject to change. Up-to-date flight times will be shown on the tickets. Traveler must checkthe tickets very carefully immediately upon receipt of the latest timings.
c)Failure to Check-in on the outward journey (on a charter or scheduled flight) will automaticallyresult in cancellation of the return flight by the airline. We would encourage you to contact uson the date of departure if you wish us to keep the return flight open; this decision remains atthe discretion of the airline company.
d)Flight Connections: If any booked flight connecting with your outbound or inbound flight iscancelled or delayed, the airlines reserve the right to provide that transport by any othermeans (coach/bus, train, etc.). If you organize your own connecting transport with thearrangements booked with TravelBank, we would advise that you reserve flexible orrefundable tickets in order to avoid the risk of any financial loss. You are also advised not tomake any important appointments for the day following your return date. TravelBank cannotaccept responsibility for the consequences of delays (such as a cancelled scheduled flight) inthe context of connecting transport organized by you.
e)Non-Use of Flight Segments: You agree not to purchase a ticket or tickets containing flightsegments that you will not be using, such as a “point-beyond”, “hidden-city”, or “back-to-backtickets”. You further agree not to purchase a round-trip ticket that you plan to use only forone-way travel. You acknowledge that the airlines generally prohibit all such tickets, andtherefore we do not guarantee that the airline will honor your ticket or tickets. You agree toindemnify TravelBank against any airline claims for the difference between the full fare ofyour actual itinerary and the value of the ticket or tickets that you purchased.
f)Luggage: TravelBank assumes no liability for any loss or damage to baggage or personaleffects, whether in transit to or from a Trip, or during a Trip. The airline is liable to you for thebaggage you entrust to it only for the compensation contemplated in the internationalconventions and relevant statutes. In the event of damage, late forwarding, theft or loss ofluggage, you should contact the your airline and declare the damage, absence or loss of yourpersonal effects before leaving the airport, and then submit a declaration, attaching theoriginals of the following documents: the travel ticket, the baggage check-in slip, and the
declaration. It is recommended that you take out an insurance policy covering the value of your items. g)Additional and oversized baggage fees: Most airlines have their own policy regardingluggage. We recommend that you check with your airline ahead of time for any weightrestrictions and additional charges relating to checked baggage. You will be responsible forpaying to the airline any additional charges for checked or overweight baggage, including, butnot limited to, golf bags and oversized luggage. If you exceed the weight limit set by yourairline, and excess weight is permitted, you must pay a supplement directly to the airline atthe airport.
h)Carriage of Hazardous Material: Federal law forbids the carriage of hazardous materialsaboard aircraft in your luggage or on your person. A violation can result in five years’imprisonment and penalties of $250,000 or more. Hazardous materials include explosives,compressed gases, flammable liquids and solids, oxidizers, poisons, corrosives andradioactive materials. Examples: Paints, lighter fluid, fireworks, tear gases, oxygen bottles,and radio-pharmaceuticals. There are special exceptions for small quantities (up to 70ounces total) of medicinal and toilet articles carried in your luggage and certain smokingmaterials carried on your person.
i)Pregnancy: Different airlines have their own restrictions on when pregnant woman may fly ontheir plane, which can range from prohibiting flying anywhere from 7 to 30 days by the duedate. It is your responsibility to check the restrictions of your particular airline. If you aredenied boarding, TravelBank will not be responsible for any resulting cancellation fees andcharges.
j)Stop-Overs: Direct flights may be “non-stop” or may involve one or more stop-overs (in thelatter case this means the same flight by the airline, because the flight number remains thesame). The same applies to connecting flights that may be subject to crew changes. Whenyou reserve a scheduled or charter flight involving a stop-over in a town, and the second flighttakes off from a different airport to the airport of arrival, ensure that you have sufficient timefor reaching the second airport. The journey to the other airport is at your ownexpense. TravelBank will not be able to reimburse you for these costs, nor will it be liable ifyou miss the second flight.
k)Issuance of e-tickets: As of June 1st, 2008, the International Air Transport Association (IATA)has imposed new rules with regard to the issuing of air travel tickets. As of that date, travelagencies and airlines have an obligation to only issue travel tickets via electronic means (i.e.electronic ticket or “e-ticket”). Due to technical constraints to do with airline’s restrictions inrelation to certain requirements (infants under the age of 2, inter-airline agreements, groups,etc.), it may be impossible to issue an electronic ticket. Therefore, though a flight may beshown as available, it might prove impossible for us to honor your reservation. This situation,which is outside our control, will not result in liability on our part. If we cannot issue you an e-ticket, we will contact you to propose an alternative route solution. This could involve adifferent tariff and/or additional costs for which you would be responsible. In the event of theabsence of an alternative solution, your refusal to pay any tariff difference, or if the issuanceof tickets proves impossible, we would be forced to cancel your reservation at no cost to you.We will provide you with a full refund within 30 days after determining that there is noalternative solution possible.
11.Marketing Materials and Illustrative Photos. TravelBank endeavors to illustrate the TravelServices it offers using photographs or illustrations that provide a realistic representation of theServices. However, please note that photographs and illustrations appearing in descriptions arefor illustrative purposes only. They are not contractual nor are they to be construed asguarantees of the conditions of the Travel Services pictured at the time of your Trip.
12.Local Customs, Laws, and Travel Risks.
a)Travelers may be traveling to foreign countries, with different customs, standards, laws andrisks than those Travelers are accustomed to. Traveler understands that they must beprepared to cope with the unexpected, with local customs and shortages, with the vagaries ofweather, travel and mankind in general. As such, Traveler acknowledges and accepts therisks associated with travel in a foreign country and agrees to release and hold TravelBankharmless for any such problems experienced while participating in their Trip.
b)Although most travel to participating destinations is completed without incident, travel tocertain areas may involve greater risk than others. You assume sole responsibility for yourown safety at any destination traveled to. TravelBank does not guarantee your safety at anytime, and assumes no responsibility for gathering and/or disseminating information for yourelating to risks associated with your destinations. BY OFFERING OR FACILITATING TRAVELTO CERTAIN DESTINATIONS, WE DO NOT REPRESENT OR WARRANT THAT TRAVEL TOSUCH POINTS IS ADVISABLE OR WITHOUT RISK, AND WE SHALL NOT BE LIABLE FORDAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.
13.Notices. The communications between you and TravelBank use electronic means, whether youvisit TravelBank Properties or send TravelBank e-mails, or whether TravelBank posts notices onTravelBank Properties or communicates with you via e-mail. For contractual purposes, you (1)consent to receive communications from TravelBank in an electronic form; and (2) agree that allterms and conditions, agreements, notices, disclosures, and other communications thatTravelBank provides to you electronically satisfy any legal requirement that suchcommunications would satisfy if it were to be in writing. The foregoing does not affect yourstatutory rights. Any notices required or permitted hereunder shall be given:
a)If to TravelBank, via email to: legal@TravelBank.com
b)If to Traveler, at the email or physical address provided by Traveler during the registrationprocess. Notice provided to the Traveler’s email address shall be deemed sufficient notice.
14.Seller of Travel Registration Information.
a)California Registration Info: TravelBank is registered with the California Department ofJustice. CST#2126028. Registration as a seller of travel does not constitute approval by theState of California.i.California law requires certain sellers of travel to have a trust account or bond toprotect consumer’s money. This business has a trust account.
ii.This business is a participant in the Travel Consumer Restitution Corporation(TCRC). You, the passenger, may request reimbursement from TCRC if you areowed a refund of more than $50 for transportation or travel services which wasnot refunded in a timely manner by a seller of travel who was registered andparticipating in the TCRC at the time of sale. The maximum amount which maybe paid by the TCRC to any one passenger is the total amount paid on behalf ofthe passenger to the Seller of Travel, not to exceed $15,000. * Please note that ifyou were outside of California at time of purchase, such transactions are notcovered by the TCRC. A claim must be submitted to the TCRC within six monthsafter the scheduled completion date of the travel. A claim must includesufficient information and documentation to prove your claim and a $35processing fee. You must agree to waive your right to other civil remediesagainst a registered participating seller of travel for matters arising out of a salefor which you file a claim with the TCRC, if you were located in California at thetime of the sale. You may request a claim form by writing to: Travel ConsumerRestitution Corporation, P.O. Box 6001, Larkspur, CA 94977-6001; or by faxing arequest to :415-927-7698.
b)Florida Registration No. 40647
c)Iowa Registration No. 1335
d)Washington Registration No: 603-524-419
15.Limitation of Liability.
a)IN NO EVENT SHALL TRAVELBANK BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDINGWITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF OPPORTUNITY OR OTHER PECUNIARYLOSS, EVEN IF TRAVELBANK HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OFSUCH DAMAGES OR LOSSES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, TORT,NEGLIGENCE OR OTHER LEGAL THEORY. IN NO EVENT SHALL TRAVELBANK’S TOTALAGGREGATE LIABILITY TO THE TRAVELER FOR CLAIMS ARISING UNDER THIS AGREEMENTEXCEED THE TOTAL AMOUNTS PAID BY THE TRAVELER TO TRAVELBANK UNDER THISAGREEMENT.
b)TRAVELBANK OFFERS VARIOUS TRAVEL SERVICES PROVIDED BY THIRD PARTYSUPPLIERS. TRAVELBANK RETAINS NO OWNERSHIP INTEREST, MANAGEMENT, ORCONTROL OF THOSE THIRD-PARTY SUPPLIERS. TO THE FULLEST EXTENT PERMITTED BYLAW, TRAVELBANK DOES NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH,LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF ANY THIRD PARTIES(INCLUDING THIRD PARTY SUPPLIERS), GOVERNMENTAL AUTHORITY, OR ACTSATTRIBUTABLE TO YOU YOURSELF, INCLUDING, WITHOUT LIMITATION, NEGLIGENT ORRECKLESS ACTS.
16.Disclaimer of Warranties. The inclusion or offering of any Travel Services by TravelBank does notconstitute any endorsement or recommendation of such products or services. UNLESSOTHERWISE STATED, ALL GOODS AND SERVICES OFFERED BY TRAVELBANK ARE PROVIDED TOYOU ON AN “AS IS,” “AS AVAILABLE” BASIS. Certain kinds of information, such as Hotel ratings,should be treated as broad guidelines. TravelBank does not guarantee the accuracy of thisinformation. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,TRAVELBANK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHEREXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY, SUITABILITY FOR A PARTICULAR PURPOSE, TITLE, UNINTERRUPTEDSERVICE, AND ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING ORTRADE USAGE FOR ALL GOODS AND SERVICES SOLD BY/THROUGH TRAVELBANK. Applicablelaw in your jurisdiction may not allow the exclusion of implied warranties, so the above exclusionsmay not apply to you.
17.Indemnification and Release.
a)You hereby release TravelBank Parties and their successors from claims, demands, any andall losses, damages, rights, and actions of any kind, including personal injuries, death, andproperty damage, that is either directly or indirectly related to or arises from your use ofTravel Services, Traveler’s participation in a Trip, including but not limited to, any interactionsof any kind arising in connection with or as a result of the Agreement or your use ofTravelBank Properties. If you are a California resident, you hereby waive California Civil CodeSection 1542, which states, “A general release does not extend to claims which the creditordoes not know or suspect to exist in his favor at the time of executing the release, which, ifknown by him must have materially affected his settlement with the debtor.
b)Traveler hereby also agrees to indemnify, defend and hold harmless TravelBank from andagainst any and all damages, losses, claims, liabilities, deficiencies, costs, fees (includingreasonable attorneys’ fees) and expenses, arising out of any claim brought against
TravelBank regarding, resulting, or arising from Traveler’s participation in a Trip or Traveler’s reservation of Travel Services.
RIDER C: SUPPLEMENTAL TERMS FOR EXPENSE MANAGEMENT
Last Updated: June 16, 2020
The TravelBank Expense Management allows enrolled Companies and its employees to use the Application to track and submit business expenses for review and approval. Companies may also elect to use TravelBank’s “Reimbursement” feature.
These Supplemental Terms (the “Expense Management Terms”) governing the expense management and reimbursement software and services from TravelBank are incorporated into the TravelBank Terms of Service (the “TOS Agreement”). All terms not defined below have the meaning provided to them in the TOS Agreement.
1.Requirements for Enablement of Reimbursements. For TravelBank to enable theReimbursement feature, Company User understands and agrees to the following:a)TravelBank shall process all reimbursements via the Automated Clearing House (“ACH”)network; and
b)Prior to enabling Reimbursements, an authorized Company Administrator shall establishaccess for TravelBank to the Company’s “Financial Institution” via the Application; and
c)Company User shall at all times ensure maintain access to a verifiable, reputableFinancial Institution with the appropriate, secured processes to enable withdrawal anddelivery of monies to TravelBank; and
d)Company User shall be responsible for ensuring its employees who desire to receive theirreimbursements via TravelBank have established a proper connection to a bank accountthat is capable of receiving monies via ACH deposit; and
e)From time to time, the ACH process between financial institutions may be delayed ordisrupted due to no fault of TravelBank’s; and
f)Company User represents that any expense reimbursement paid to Company User’sEmployee(s) using the TravelBank Properties is done so through an accountable plan, asdescribed by Treas. Reg. § 1.62-2(c). If the reimbursements paid by Company User to theIndividual User(s) of the TravelBank Company Network using TravelBank Propertieswithholdings 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 andlocal tax and file all associated information returns with the respective tax authority.Company User acknowledges and agrees that TravelBank, its affiliates, and employeesdo not provide tax advice to it, Individual Users, or any Other Users. Please contact a taxadvisor for any such advice.
g)Company User authorizes and grants TravelBank access to Company User’s FinancialInstitution for the limited purpose of making withdrawals and transfers as appropriate ornecessary in fulfill the Reimbursement services.
2.Company User Obligations. Use of Reimbursements obliges the Company User to warrant thefollowing:a)Sufficiency of Funds. Company User it will ensure that it has immediately available fundsin its Financial Institution to cover its Reimbursement obligations at all times during theterm of this Agreement and until all due monies to its employees are fully reimbursed.
b)Reserve Fund. TravelBank reserves the right to require and verify that sufficient,immediately available funds be in Company’s Financial Institution prior to processing anyreimbursements. If balances in the Financial Institution are insufficient to cover theaggregate amount of reimbursement requests, TravelBank shall have no obligation tocomplete the reimbursements. Further, Company User agrees that any resulting fees dueto the insufficiency of funds imposed by the Financial Institution shall be the soleresponsibility of Company User.
c)AdherencetoRegulations.CompanyUser agreesthatitwillnotgeneratetransactionsthat violateapplicablelaw,includingthelawsorregulationsoftheUnitedStates,orofanyothercountrywhich hasjurisdictionoverCompanyUser.Thisincludes,butisnotlimitedto,sanctionlaws administered bytheOfficeof Foreign Assets Control(“OFAC”).CompanyUsercanobtaininformationregardingsuch OFACenforcedsanctionsfromtheOFAC’shomepagesiteat www.ustreas.gov/ofac.
d)Adherence toCompanyPolicies.Itis thesoleresponsibilityof CompanyUsertoensurethatany employee-submittedrequestsforreimbursementsarereviewedandapprovedinaccordancewithCompany’sinternal accountingguidelinesandworkflows.CompanyUserexpresslyreleasesTravelBankfromall responsibilitiesandliabilitiestoreviewCompany-approvedreimbursement requestsfromimproper,inappropriateorillegal useofCompanyfunds.TravelBankisalsonot liableforanyduplicate,fraudulent orimpropertransactions.IfTravelBankidentifiesquestionablereimbursementrequests,itshallremitall knowninformationtotheCompanyAdministrator,whoshall beresponsibleforconductinginternal investigationsandaudit.TravelBankwill makeeveryeffort tosupportCompany’sinternalreviewsandauditstotheextent allowedbyall privacyandsecuritylaw.
a)UponreceivingcompleteandaccurateInstructionsfromCompany,TravelBankwillprocess,transmit,andsettleall requested transactionsina timelyandprofessionalmanner,incompliancewiththetermsofthisAgreement.
b)TravelBankwill makeall commerciallyreasonableeffortstoensureitsdata privacyandsecuritylawsareinaccordancewithindustrystandards.
c)Inthe eventthereisanissuewithanytransactionprocessing,TravelBankwill notifyCompanyUserand/orimpactedemployeesina timelyfashionsotheissuescanberectified.
4.TravelBank’s Reserved Rights.
a)Adherence toLaw.TravelBankshall bepermittedtoretainanyreimbursementpaymentsforupto three(3)businessdaysprior totransmittingsuchpaymentstotheappropriatepartyoraccount.Thiswill onlybedoneintheevent that TravelBankhasreasonablesuspiciontobelievesuchpaymentsmaybefraudulentorotherwiseraiselegal orregulatoryconcerns,orcompliance concerns.Inthe eventarecognizedfederalorotherauthorityrequestsTravelBank towithholdfundsduetofurther investigation,TravelBankisobligedtocomply;however,CompanyAdministratorwill beinformed.
b)Incomplete orDelayedReimbursement.CompanyUseracknowledgesthat ifTravelBankdoes notsuccessfullyreceivethenecessaryfunds fromCompany’s FinancialInstitutionthroughnofaultofTravelBank,itshallnotberequiredtocompletethereimbursementtotheemployeeuntilthefullamountoftherequestedreimbursementfundsarereceivedbyTravelBank.Thisshall not bedeemeda material failureorbreachonTravelBank’spart.
c)ReimbursementTimeframes.CompanyUserunderstandsthat“next-day”reimbursementsrefersto“nextbusinessday”andTravelBankisnot responsibleforanydelaysduetotheprocessingfromthefinancial institutions.Inthecasethat a CompanyUser’sFinancial Institutiondoesnot haveadequatefundsfornext-dayreimbursement,TravelBank reservestherighttopursueavailableoptionsincluding,but not limitedto:a)requestinga ReserveFundtobeinplace;b)disabling“next-dayreimbursement”for theCompanyUser;c)imposinga limit ontheamount offundsthat areeligiblefor“next-dayreimbursement.”
d)Fees.CompanyUser understandsTravelBank reservestherighttodebitdirectlyfromtheFinancial InstitutionanyduefeesforTravelBank’sservices(“ProgramFees”).Further,TravelBank maychangeitsfeesfromtimetotimeuponwrittennoticetoCompany.
However, if Company User has a direct commercial agreement with TravelBank, those terms shall control until the agreement is terminated or expired. e)Payment of Program Fees. TravelBank may request that Company User pay theapplicable Program Fee using either ACH or a credit card. In such a case, Company Useragrees to provide TravelBank with: (a) a valid and updated Authorization for DirectPayment via ACH (ACH DEBIT) for the TravelBank Company Network, and/or (b) creditcard. (“Selected Payment Method(s)”). Company User authorizes TravelBank to use itsSelected Payment Method(s) to pay the applicable Program Fee. Company User isresponsible for maintaining complete and accurate information regarding its SelectedPayment Method(s).