Please read this TOU agreement (the “TOU Agreement”) carefully. By accessing or using TravelBank.com or any other websites of Travelator, Inc., doing business as TravelBank (“TravelBank”, “we” or “our”) that link to these TOU Agreement (collectively, the “Website”) in any way, including using the services and resources available or enabled via the website and/or application (as defined below) (each a “Service” and collectively, the “Services”), clicking on the “I Accept” button, completing the registration process, and/or merely browsing the website or downloading TravelBank’s mobile applications, including the mobile application entitled, “TravelBank” (each an “application”), you represent that (1) you have read, understand, and agree to be bound by the TOU agreement, (2) you are of legal age to form a binding contract with TravelBank, and (3) you have the authority to enter into the TOU agreement personally or on behalf of the company you have named as the user, and to bind that company to the TOU Agreement. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered on the website and the term “user” refers to individuals who use the website, the services or the application.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) which are included below as separate riders. The TOU 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
This Agreement is subject to change by TravelBank in its sole discretion at any time. When changes are made, the latest copy of the Agreement will be made available online at https://travelbank.com/terms-of-use/ with a “Last Updated” date. If we make any material changes, an email will be sent to all Registered Users. Any changes to the Agreement will be effective immediately for new Users of TravelBank Properties. For existing Users, it will be effective thirty (30) days after posting notice of such changes on the Website. TravelBank may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application and/or the Services. Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s).
1.DEFINITIONS
Terms used in the Agreement have the meaning set forth below or in the section.
a)“Company” means the legal entity that is affiliated with the User. The Company will generallybe the User’s employer and own the rights to the domain included in the e-mail address that aUser provides when he or she creates an account with TravelBank. “Company” does notinclude a legal entity that operates an e-mail service (e.g. Hotmail, Yahoo, etc.) (an “E-MailService Entity”) unless one or more Managers employed have created a TravelBankDepartment Network(s) or TravelBank has an agreement with that E-mail Service Entitypursuant to which that entity has created a TravelBank Company Network.
b)“Department” is a group, department or other unit of a Company.
c)“Employee” is a User who works with or for the Company. Employee may be an employee,contractor, intern or a User otherwise affiliated with the Company. An Employee may alsoregister as a Manager within the same or another TravelBank Department Network, or withinthe TravelBank Company Network, to which the Employee belongs.
d)“Manager” is a User who identifies himself or herself as a Manager when the User creates anAccount with TravelBank. A Manager may register himself or herself as an Employee withinthe same or another TravelBank Department Network, or within the TravelBank CompanyNetwork, to which the Manager belongs.
e)“TravelBank Company Network” is a network which is created by a Company on behalf of theentire Company when the Company enters into an agreement with TravelBank for suchTravelBank Company Network. At such time as the Company elects to create a TravelBankCompany Network, any then-existing TravelBank Department Network within that Companywill automatically become a part of the TravelBank Company Network. The TravelBankCompany Network will be overseen by an administrator named by the Company (“CompanyAdministrator”) who shall be responsible for the use and sharing of all information, data andother content posted to the TravelBank Company Network.
f)“TravelBank Department Network” is a network for a Department which is created by aManager. The Manager who creates the TravelBank Department Network shall beresponsible for the use and sharing of all information, data and other content posted to theTravelBank Department Network.
g)“TravelBank Network” is either a TravelBank Department Network or a TravelBank CompanyNetwork.
2.REGISTRATION
a)Use of the TravelBank Properties. The Application, the Software, the Website, the Services,and the information and content available on the Website and in the Application and theServices (collectively, the “TravelBank Properties”) allow individual Users and Companies tocreate and approve travel budgets, book travel, accommodations and related items (“TravelAccommodations”), track and report travel and business expenses, reimburse expenses, and,optionally, to create a Savings and Rewards Program for cost management.
b)Registering for an Account. Users will be required to become a Registered User in order touse the Services. There may be some instances where Users may become Registered Usersby accessing Services through a partnership with a third-party company. Additionally, Usersmay be able to use certain tools such as the Travelator budget creator tool (the “BudgetCreator”) without becoming a Registered User. For purposes of the Agreement, a “RegisteredUser” is a User who has registered an account on the Application (“Account”) or has a validaccount on the social networking service (“SNS”) or other third-party company through whichthe User has connected to the Services (each such account, a “Third Party Account”).
c)Employees and Managers. Users can register for the Services as either an Employee and/or aManager, and access rights within the Application will be different depending on whichdesignation(s) are selected by the Users.
i.If you register as an Employee, you (a) represent and warrant that (i) the individual(s)whom you name as your manager(s) are the individuals within your Department whoare responsible for approving your travel budgets and expense account reports, and(ii)you will submit budgets and expense reports created using the Services to themanager who is responsible for approving that budget or expense report; and (b)acknowledge and agree that you will not be eligible to participate in any IncentiveProgram unless and until the Company has paid TravelBank’s applicable invoices(s).If you register as an Employee, but neither your Department nor your Company has
created a TravelBank Network, you may continue to use the Services to create budgets and to track your expenses, but you will not be able to submit your budgets and expense reports through the TravelBank Properties. If neither your Department nor your Company has implemented an Incentive Program, you also will not be able to participate in a Savings and Rewards Program.
ii.If you register as a Manager for a Department which is not yet a TravelBankDepartment Network, you (a) represent and warrant that (i) you are authorized byyour Company to enter into the Agreement on behalf of your Department (and to fundthe Savings and Rewards Program for your TravelBank Department Network) and (ii)the Services do not conflict with any existing policies (including expensereimbursement policies) of your Company; (b) agree to provide or approve a list thatincludes the e-mails of the individuals who, once registered as Employees, willcomprise the members of the TravelBank Department Network and will be able tocommunicate with each other via the Services, and (c) when you set up an IncentiveProgram, agree to provide Travelator with valid and updated credit card informationand/or a valid and updated Authorization for Direct Payment via ACH (ACH DEBIT), tofund the Savings and Rewards Program. You also represent and warrant that you willprovide a list of all Employees within the TravelBank Networks to which you belongfor whom you are authorized to approve budget and expense reports.
d)Access Through a SNS. If you access the Services through a SNS as part of the functionalityof the Website, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing TravelBank to access your Third-Party Account, as is permittedunder the applicable terms and conditions that govern your use of each Third-Party Account.You represent that you are entitled to disclose your Third-Party Account login information toTravelBank and/or grant TravelBank access to your Third-Party Account (including, but notlimited to, for use for the purposes described herein) without breach by you of any of theterms and conditions that govern your use of the applicable Third-Party Account and withoutobligating TravelBank to pay any fees or making TravelBank subject to any usage limitationsimposed by such third-party service providers. By granting TravelBank access to any Third-Party Accounts, you understand that TravelBank may access, make available and store (ifapplicable) any information, data, text, software, music, sound, photographs, graphics, video,messages, tags and/or other materials accessible through TravelBank Properties (“Content”)that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it isavailable on and through TravelBank Properties via your Account. Unless otherwise specifiedin the Agreement, all SNS Content shall be considered to be Your Content (as defined inSection 4(i)) for all purposes of the Agreement). Depending on the Third-Party Accounts youchoose and subject to the privacy settings that you have set in such Third-Party Accounts,personally identifiable information that you post to your Third-Party Accounts may beavailable on and through your Account on TravelBank Properties. Please note that if a Third-Party Account or associated service becomes unavailable or TravelBank access to suchThird-Party Account is terminated by the third-party service provider, then SNS Content will nolonger be available on and through TravelBank Properties. You have the ability to disable theconnection between your Account and your Third-Party Accounts at any time by accessingthe “Settings” section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THETHIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS ISGOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICEPROVIDERS, AND TRAVELBANK DISCLAIMS ANY LIABILITY FOR PERSONALLYIDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTYSERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET INSUCH THIRD-PARTY ACCOUNTS. TravelBank makes no effort to review any SNS Content for
any purpose, including but not limited to, for accuracy, legality or noninfringement, and TravelBank is not responsible for any SNS Content.
e)Access through TravelBank Company Network. At such time as your Company creates aTravelBank Company Network, the Company Administrator will assume and have full controlover all individual Accounts associated with the Company’s domain e-mail address and maydelete your Content or disassociate your Account from the Company Network, in which caseyou may be able to retain an Account, but it will no longer be part of a Company Network. Assuch, you should regularly back up your Content. When a Company establishes a TravelBankCompany Network, the Agreement will continue to apply to your use of the TravelBankCompany Network, provided, however, that such use is also subject to additional termspursuant to an agreement between your Company and TravelBank as outlined in the Terms ofService for Company Networks. You should ask the Company Administrator about any suchadditional terms. To the extent of any conflict between the Agreement and such additionalterms, the additional terms shall control. We may inform you that your Company hasassumed control of your Account, but we are not obligated to do so. If your Company createsa TravelBank Company Network, the Company will have access to all of the information youpost or otherwise make available through the TravelBank Properties, as described in ourPrivacy Policy which may be found at https://TravelBank.com/privacy-policy/.
f)Registration Data. In registering for the Services, you agree to (1) provide true, accurate,current and complete information about yourself as prompted by the Services’ registrationform (the “Registration Data”); and (2) maintain and promptly update the Registration Data tokeep it true, accurate, current and complete. You represent that you are (1) at least sixteenyears of age, or of legal age to form a binding contract in your jurisdiction; and (2) not aperson barred from using TravelBank Properties under the laws of the United States, yourplace of residence or any other applicable jurisdiction.
g)Necessary Equipment and Software. You must provide all equipment and software necessaryto connect to TravelBank Properties, including but not limited to, a mobile device that issuitable to connect with and use TravelBank Properties, in cases where the Services offer amobile component. You are solely responsible for any fees, including Internet connection ormobile fees, that you incur when accessing TravelBank Properties.
3.ACCESS TO TRAVELBANK PROPERTIES
a)General. The TravelBank Properties are protected by copyright laws throughout the world.Subject to the Agreement, TravelBank grants you a limited license to reproduce portions ofTravelBank Properties for the sole purpose of using the Services for your personal or internalbusiness purposes. Unless otherwise specified by TravelBank in a separate license, your rightto use any TravelBank Properties is subject to the Agreement.
b)Application License. Subject to your compliance with the Agreement, TravelBank grants you alimited non-exclusive, non-transferable, non-sublicensable, revocable license to download,install and use a copy of the Application on one or more mobile devices or computers thatyou own or control and to run such copy of the Application solely for your business purposes.
c)Provisions for Apple App Store. Furthermore, with respect to any Application accessedthrough or downloaded from the Apple App Store (an “App Store Sourced Application”), youwill only use the App Store Sourced Application (i) on an Apple-branded product that runs theiOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forthin the Apple App Store Terms of Service.
d)TravelBank Software. Use of any software and associated documentation, other than theApplication, that is made available via the Website or the Services (“Software”) is governed bythe terms of the license agreement that accompanies or is included with the Software, or bythe license agreement expressly stated on the Website page(s) accompanying the Software.These license terms may be posted with the Software downloads or at the Website pagewhere the Software can be accessed. You shall not use, download or install any Software thatis accompanied by or includes a license agreement unless you agree to the terms of suchlicense agreement. Unless the accompanying license agreement expressly allows otherwise,any copying or redistribution of the Software is prohibited, including any copying orredistribution of the Software to any other server or location, or redistribution or use on aservice bureau basis. If there is any conflict between this Agreement and the licenseagreement, the license agreement shall take precedence in relation to that Software (exceptas provided in the following sentence). If no license agreement accompanies use of theSoftware, use of the Software will be governed by this Agreement. Subject to yourcompliance with this Agreement, TravelBank grants you a non-assignable, non-transferable,non-sublicensable, revocable non-exclusive license to use the Software for the sole purposeof enabling you to use the Services in the manner permitted by the Agreement. SomeSoftware may be offered under an open source license that we will make available to you.There may be provisions in the open source license that expressly override some of theprovisions in the Agreement.
e)Fees. TravelBank reserves the right to charge fees for both Companies and Employee Usersto access and use all or portions of the TravelBank Properties at any time. TravelBank alsoreserves the right to change its fee structure at any time, with or without prior advance notice.
f)Updates. You understand that TravelBank Properties are evolving. As a result, TravelBankmay require you to accept updates to TravelBank Properties that you have installed on yourcomputer or mobile device. You acknowledge and agree that TravelBank may updateTravelBank Properties with or without notifying you. You may need to update third-partysoftware from time to time in order to use TravelBank Properties.
g)Certain Restrictions. The rights granted to you in the Agreement are subject to the followingrestrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute,host or otherwise commercially exploit TravelBank Properties or any portion of TravelBankProperties, including the Website, (b) you shall not frame or utilize framing techniques toenclose any trademark, logo, or other TravelBank Properties (including images, text, pagelayout or form) of TravelBank; (c) you shall not use any metatags or other “hidden text” usingTravelBank’s name or trademarks; (d) you shall not modify, translate, adapt, merge, makederivative works of, disassemble, decompile, reverse compile or reverse engineer any part ofTravelBank Properties except to the extent the foregoing restrictions are expressly prohibitedby applicable law; (e) you shall not use any manual or automated software, devices or otherprocesses (including but not limited to spiders, robots, scrapers, crawlers, avatars, datamining tools or the like) to “scrape” or download data from any web pages contained in theWebsite; (f) you shall not access TravelBank Properties in order to build a similar orcompetitive website, application or service; (g) except as expressly stated herein, no part ofTravelBank Properties may be copied, reproduced, distributed, republished, downloaded,displayed, posted or transmitted in any form or by any means; (h) you shall not remove ordestroy any copyright notices or other proprietary markings contained on or in TravelBankProperties. Any future release, update or other addition to TravelBank Properties shall besubject to the Agreement; and (i) you shall not enable access to the TravelBank Properties byany unauthorized third-party application. TravelBank, its suppliers and service providersreserve all rights not granted in the Agreement. Any unauthorized use of TravelBank
Properties immediately terminates the licenses granted by TravelBank pursuant to the Agreement.
h)Third-Party Materials. As a part of TravelBank Properties, you may have access to materialsthat are hosted by another party. You agree that it is impossible for TravelBank to monitorsuch materials and that you access these materials at your own risk.
i)Evaluation License. Notwithstanding any other provision in the Agreement, if you areobtaining access to all or any portion of the TravelBank Properties on an “evaluation” or “trial”basis, you acknowledge and agree that you are receiving access to such TravelBankProperties “AS-IS,” without indemnification, warranty, obligation to provide support, of anykind, express or implied.
4.RESPONSIBILITY FOR CONTENT
a)Types of Content. You acknowledge that all Content, including TravelBank Properties, is the soleresponsibility of the party from whom such Content originated. This means that you, and notTravelBank, are entirely responsible for all Content that you upload, post, e-mail, transmit orotherwise make available (“Make Available”) through TravelBank Properties (“Your Content”), andthat you and other Users of TravelBank Properties, and not TravelBank, are similarly responsiblefor all Content they Make Available through TravelBank Properties (“User Content”).
b)Organization. You acknowledge that you shall adhere to your Company’s policies, guidelines, andprocedures concerning the Content you post to the Services with no exceptions.
c)No Obligation to Pre-Screen Content. You acknowledge that TravelBank has no obligation to pre-screen Content (including, but not limited to, User Content), although TravelBank reserves theright in its sole discretion to pre-screen, refuse or remove any Content. By entering into theAgreement, you hereby provide your irrevocable consent to such monitoring. You acknowledgeand agree that you have no expectation of privacy concerning the transmission of Your Content,including without limitation chat, text, or voice communications. In the event that TravelBank pre-screens, refuses or removes any Content, you acknowledge that TravelBank will do so forTravelBank’s benefit, not yours. Without limiting the foregoing, TravelBank shall have the right toremove any Content that violates the Agreement or is otherwise objectionable.
d)Storage. Unless expressly agreed to by TravelBank in writing elsewhere, TravelBank has noobligation to store any of Your Content that you Make Available on TravelBank Properties.TravelBank has no responsibility or liability for the deletion or accuracy of any Content, includingYour Content; the failure to store, transmit or receive transmission of Content. You agree thatTravelBank retains the right to create reasonable limits on TravelBank’s use and storage of theContent, including Your Content, such as limits on file size, storage space, processing capacity,and similar limits described in the web pages accompanying the Services and as otherwisedetermined by TravelBank in its sole discretion. TravelBank data storage and security policiescan be viewed in the Privacy Policy which may be found at https://TravelBank.com/privacy-policy/.
e)Account Monitoring. You are responsible for all activities that occur under your Account. Youagree that you shall monitor your Account to restrict use by minors, and you will accept fullresponsibility for any unauthorized use of TravelBank Properties by minors. You may not shareyour Account or password with anyone, and you agree to (1) notify TravelBank immediately ofany unauthorized use of your password or any other breach of security; and (2) exit from yourAccount at the end of each session. If you provide any information that is untrue, inaccurate, notcurrent or incomplete, or TravelBank has reasonable grounds to suspect that such information is
untrue, inaccurate, not current or incomplete, TravelBank has the right to suspend or terminate your Account and refuse any and all current or future use of TravelBank Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. TravelBank reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use TravelBank Properties if you have been previously removed by TravelBank, or if you have been previously banned from any of TravelBank Properties.
5.OWNERSHIP
a)General. Except with respect to Your Content and User Content, you agree that TravelBank and itssuppliers own all rights, title and interest in TravelBank Properties. You will not remove, alter orobscure any copyright, trademark, service mark or other proprietary rights notices incorporated inor accompanying the Website, the Services, or TravelBank Properties. Notwithstanding anythingto the contrary herein, you acknowledge and agree that you shall have no ownership or otherproperty interest in your Account, and you further acknowledge and agree that all rights in and toyour Account are and shall forever be owned by and inure to the benefit of TravelBank.
b)Trademarks. TravelBank’s name and other related graphics, logos, service marks and tradenames used on or in connection with TravelBank Properties or in connection with the Services arethe trademarks of TravelBank and may not be used without permission in connection with anythird-party products or services. Other trademarks, service marks and trade names that mayappear on or in TravelBank Properties are the property of their respective owners.
c)Your Content. TravelBank does not claim ownership of Your Content. Except with respect to YourContent, you agree that you have no right or title in or to any Content that appears on or inTravelBank Properties. However, when you as a User Make Available Your Content through theTravelBank Properties, you represent that you own and/or have 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, deriverevenue or other remuneration from, and communicate to the public, perform and display YourContent (in whole or in part) worldwide and/or to incorporate it in other works in any form, mediaor technology now known or later developed, for the full term of any worldwide intellectualproperty right that may exist in Your Content.
d)License to Your Content. Subject to any applicable account settings that you select, you grantTravelBank a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusiveand fully sublicensable right (including any moral rights) and license to use, license, distribute,reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part)for the purposes of operating and providing TravelBank Properties to you and to our other Users.Please remember that other Users may search for, see, use, modify and reproduce any of YourContent that you submit to any “public” area of TravelBank Properties. You warrant that theholder of any worldwide intellectual property right, including moral rights, in Your Content, hascompletely and effectively waived all such rights and validly and irrevocably granted to you theright to grant the license stated above. You agree that you, not TravelBank, are responsible for allof Your Content that you Make Available on or in TravelBank Properties.
e)Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals toTravelBank through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at yourown risk and that TravelBank has no obligations (including without limitation obligations ofconfidentiality) with respect to such Feedback. You represent and warrant that you have all rights
necessary to submit the Feedback. You hereby grant to TravelBank a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of TravelBank Properties.
6.USER CONDUCT
a)Restrictions on Conduct. As a condition of use, you agree not to use TravelBank Properties forany purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall notpermit any third-party) either (a) to take any action or (b) Make Available any Content on orthrough TravelBank Properties that: (i) infringes any patent, trademark, trade secret, copyright,right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive,harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious,obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk orbulk e-mail; (iv) involves commercial activities and/or sales without TravelBank’s prior writtenconsent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v)impersonates any person or entity, including any employee or representative of TravelBank; (vi)interferes with or attempts to interfere with the proper functioning of TravelBank Properties oruses TravelBank Properties in any way not expressly permitted by the Agreement; or (vii)attempts or engages in, any potentially harmful acts that are directed against TravelBankProperties, including but not limited to violating or attempting to violate any security features ofTravelBank Properties, using manual or automated software or other means to access, “scrape,”“crawl” or “spider” any pages contained in TravelBank Properties, introducing viruses, worms, orsimilar harmful code into TravelBank Properties, or interfering or attempting to interfere with useof TravelBank Properties by any other User, host or network, including by means of overloading,“flooding,” “spamming,” “mail bombing”, or “crashing” TravelBank Properties.
b)Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexuallyexplicit, illegal, or offensive subject matter. You may not post or submit for print services aphotograph of another person without that person’s permission.
c)Investigations. TravelBank may, but is not obligated to, monitor or review TravelBank Propertiesand Content at any time. Without limiting the foregoing, TravelBank shall have the right, in its solediscretion, to remove any of Your Content for any reason (or no reason), including if such Contentviolates the Agreement or any applicable law. Although TravelBank does not generally monitorUser activity occurring in connection with TravelBank Properties or Content, if TravelBankbecomes aware of any possible violations by you of any provision of the Agreement, TravelBankreserves the right to investigate such violations, and TravelBank may, at its sole discretion,immediately terminate your license to use TravelBank Properties, or change, alter or remove YourContent, in whole or in part, without prior notice to you.
d)Violations. If TravelBank becomes aware of any possible violations by you of the Agreement,TravelBank reserves the right to investigate such violations and to take actions includingremoving your Content from the Services, suspending or cancelling your Account or your accessto the Services, or referring such activity to appropriate authorities. Content that is deleted maybe irretrievable. If, as a result of the investigation, TravelBank believes that criminal activity hasoccurred, TravelBank reserves the right to refer the matter to, and to cooperate with, any and allapplicable legal authorities. TravelBank is entitled, except to the extent prohibited by applicablelaw, to disclose any information or materials on or in TravelBank Properties, including YourContent, in TravelBank’s possession in connection with your use of TravelBank Properties, to (1)comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3)
respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, (5) protect the rights, property or personal safety of TravelBank, its Users or the public, or (6) in connection with all enforcement actions or to government officials, as TravelBank in its sole discretion believes to be necessary or appropriate.
7.APP STORES
a)You acknowledge and agree that the availability of the Application and certain Services isdependent on the third party from whom you received the Application license, e.g., the Apple AppStore or Google Play (“App Store”). You acknowledge that the Agreement is between you andTravelBank and not with the App Store. TravelBank, not the App Store, is solely responsible forTravelBank Properties, including the Application, the content thereof, maintenance, supportservices, and warranty therefor, and addressing any claims relating thereto (e.g., product liability,legal compliance or intellectual property infringement).
b)In order to use the Application, you must have access to a wireless or mobile network, and youagree to pay all fees associated with such access. You also agree to pay all fees (if any) chargedby the App Store in connection with TravelBank Properties, including the Application. You agreeto comply with, and your license to use the Application is conditioned upon your compliance with,all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when usingTravelBank Properties, including the Application. You acknowledge that the App Store (and itssubsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforcethem.
c)The following applies to any App Store Sourced Application accessed through or downloadedfrom the Apple App Store:
i.You acknowledge and agree that (i) the Agreement is concluded between you andTravelBank only, and not Apple, and (ii) TravelBank, not Apple, is solely responsible forthe App Store Sourced Application and content thereof. Your use of the App StoreSourced Application must comply with the App Store Terms of Service.
ii.You acknowledge that Apple has no obligation whatsoever to furnish any maintenanceand support services with respect to the App Store Sourced Application.
iii.In the event of any failure of the App Store Sourced Application to conform to anyapplicable warranty, you may notify Apple, and Apple will refund the purchase price forthe App Store Sourced Application to you and to the maximum extent permitted byapplicable law, Apple will have no other warranty obligation whatsoever with respect tothe App Store Sourced Application. As between TravelBank and Apple, any other claims,losses, liabilities, damages, costs or expenses attributable to any failure to conform toany warranty will be the sole responsibility of TravelBank.
iv.You and TravelBank acknowledge that, as between TravelBank and Apple, Apple is notresponsible for addressing any claims you have or any claims of any third party relatingto the App Store Sourced Application or your possession and use of the App StoreSourced Application, including, but not limited to: (i) product liability claims; (ii) any claimthat the App Store Sourced Application fails to conform to any applicable legal orregulatory requirement; and (iii) claims arising under consumer protection or similarlegislation.
v.You and TravelBank acknowledge that, in the event of any third-party claim that the AppStore Sourced Application or your possession and use of that App Store SourcedApplication infringes that third party’s intellectual property rights, as between TravelBankand Apple, TravelBank, not Apple, will be solely responsible for the investigation, defense,settlement and discharge of any such intellectual property infringement claim to theextent required by the Agreement.
vi.You and TravelBank acknowledge and agree that Apple, and Apple’s subsidiaries, arethird-party beneficiaries of the Agreement as related to your license of the App StoreSourced Application, and that, upon your acceptance of the terms and conditions of theAgreement, Apple will have the right (and will be deemed to have accepted the right) toenforce the Agreement as related to your license of the App Store Sourced Applicationagainst you as a third-party beneficiary thereof.
vii.Without limiting any other terms of the Agreement, you must comply with all applicablethird-party terms of agreement when using the App Store Sourced Application.
8.INTERACTIONS WITH OTHER USERS
a)User Responsibility. You are solely responsible for your interactions with other Users of theServices and any other parties with whom you interact through the Services; provided, however,that TravelBank reserves the right, but has no obligation, to intercede in such disputes. You agreethat TravelBank will not be responsible for any liability incurred as the result of such interactions.
b)Content Provided by Other Users. TravelBank Properties may contain User Content provided byother Users. TravelBank is not responsible for and does not control User Content. TravelBank hasno obligation to review or monitor, and does not approve, endorse or make any representations orwarranties with respect to User Content. You use all User Content and interact with other Users atyour own risk.
9.THIRD-PARTY WEBSITES AND SOFTWARE COMPONENTS, NON-TRAVELBANK PRODUCTS
a)Third-Party Websites. You may be able to access third-party websites or services via the Services.TravelBank isn’t responsible for third-party websites, services, Content or other material (“ThirdParty Content”) available through those third-party services. You are solely responsible for yourdealings with third parties (including advertisers). Your use of third-party websites or servicesmay be subject to that third party’s terms and conditions and privacy policy.
b)Non-TravelBank Products. TravelBank may make non-TravelBank products or services and Third-Party Content (“Non-TravelBank Products”) available via the Services or Marketplace in theApplication. If you install, purchase or use any Non-TravelBank Products with the Services, youmay not do so in any way that would subject TravelBank’s intellectual property or technology toobligations beyond those expressly included in this Agreement. TravelBank assumes noresponsibility or liability whatsoever for the Non-TravelBank Products. You are solely responsiblefor any Non-TravelBank Products or Services that you install or use with the Services. You alsoagree to be bound by any third-party terms and conditions.
c)Third-Party Software Components. The software provided by us to you as part of the Servicesmay contain third party software components. Unless otherwise disclosed in that software,TravelBank, not the third party, licenses these components to you under TravelBank license termsand notices. However, Expedia Partner Solutions terms and conditions apply and are available at:http://developer.ean.com/terms/en/.
d)Third Party Payment Services Provider. TravelBank uses Plaid Inc. (“Plaid”) as a third-partyservice provider (e.g., credit card transaction processing, merchant settlement, and relatedservices). If you are required to pay fees or charges in connection with the Services, you agree tobe bound by Plaid’s Terms of Service and Privacy Policy available at https://plaid.com/legal. Youhereby consent to provide, and authorize TravelBank and Plaid to share, any information andpayment instructions to the extent required to complete the payment transactions in accordancewith the Agreement, including personal, financial, credit card payment, and transactioninformation.
10.INDEMNIFICATION
You agree to indemnify and hold TravelBank, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “TravelBank Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, TravelBank Properties; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e)your violation of any applicable laws, rules or regulations. TravelBank reserves the right, at itsown cost, to assume the exclusive defense and control of any matter otherwise subject toindemnification by you, in which event you will fully cooperate with TravelBank in asserting anyavailable defenses. You agree that the provisions in this indemnification will survive anytermination of your Account, the Terms or your access to TravelBank Properties.
11.DISCLAIMER OF WARRANTIES
a)YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BYAPPLICABLE LAW, YOUR USE OF TRAVELBANK PROPERTIES IS AT YOUR SOLE RISK, ANDTRAVELBANK PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHALL FAULTS. TRAVELBANK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES,REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b)TRAVELBANK PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1)TRAVELBANK PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF TRAVELBANKPROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTSTHAT MAY BE OBTAINED FROM USE OF TRAVELBANK PROPERTIES WILL BE ACCURATE ORRELIABLE; OR (4) ANY ERRORS IN TRAVELBANK PROPERTIES WILL BE CORRECTED. THESERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.TRAVELBANK MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TOSERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION ANDOTHER CHARACTERISTICS OF SERVICES.
c)Any content downloaded from or otherwise accessed through TravelBank Properties is accessedat your own risk, and you shall be solely responsible for any damage to your property or person,including, but not limited to, your computer system and any device you use to access TravelBankProperties, or any other loss that results from accessing such content.
d)No Liability for Conduct of Third Parties. In providing the Services, TravelBank acts solely as theagent for any third-party content suppliers (“Content Suppliers”) used by TravelBank. TravelBankdoes not guarantee or insure the services or Content provided by any Content Supplier, includingbut not limited to, airlines, hotels, rental car agencies, rail services and other commoncarriers. Further, TravelBank does not assume, and expressly disclaims any liability for, anydamages, losses, costs, expenses, claims, settlements or judgements suffered by or assertedagainst you arising out of or resulting from the actions or omissions of Content Suppliers. YOUACKNOWLEDGE AND AGREE THAT TRAVELBANK PARTIES ARE NOT LIABLE, AND YOU AGREENOT TO SEEK TO HOLD TRAVELBANK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES,INCLUDING OPERATORS OF EXTERNAL SITES AND COMPANIES, AND THAT THE RISK OFINJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. TRAVELBANK MAKES NOWARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOURREQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.TRAVELBANK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR
SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER OR THIRD-PARTY CONTENT OBTAINED THROUGH TRAVELBANK PROPERTIES.
e)No Liability for Conduct of Other Users. You are solely responsible for all of your communicationsand interactions with other users of the Travelbank Networks and the TravelBank properties. Youunderstand that Travelbank does not make any attempt to verify the statements of users of theTravelBank networks or the TravelBank properties.
12.LIMITATION OF LIABILITY
a)Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALLTRAVELBANK PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR INCONNECTION WITH TRAVELBANK PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OFPRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS ORSERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER ORNOT TRAVELBANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUTOF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY., WHETHER BASEDON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTLIABILITY OR ANY OTHER LEGAL THEORY.
b)Cap on Liability. Under no circumstances will TravelBank parties be liable to you for more thanthe amount received by TravelBank as a result of your use of TravelBank properties during thetwelve (12) month period preceding the date on which you first assert a claim. If you have notpaid TravelBank any amounts during such period, TravelBank’s sole and exclusive liability shall belimited to fifty dollars ($50).
c)User Content. TravelBank parties assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any content (including, but not limited to, your content and usercontent), user communications or personalization settings.
d)Release. You hereby release TravelBank Parties and their successors from claims, demands, anyand all 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 ofTravelBank Properties, including but not limited to, any interactions with or conduct of otherUsers or third-party websites of any kind arising in connection with or as a result of theAgreement or your use of TravelBank Properties. If you are a California resident, you hereby waiveCalifornia Civil Code Section 1542, which states, “A general release does not extend to claimswhich the creditor does not know or suspect to exist in his favor at the time of executing therelease, which, if known by him must have materially affected his settlement with the debtor.
e)Basis of the Bargain. The limitations of damages set forth above are fundamental elements ofthe basis of the bargain between TravelBank and you.
f)Exclusions. The above limitations or exclusions may apply to the fullest extent allowed byapplicable law.
13.PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
a)It is TravelBank’s policy to terminate membership privileges of any User who repeatedly infringescopyright upon prompt notification to TravelBank by the copyright owner or the copyright owner’slegal 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, please provideTravelBank’s Copyright Agent with the following information: (1) an electronic or physicalsignature of the person authorized to act on behalf of the owner of the copyright interest; (2) adescription of the copyrighted work that Company User claims has been infringed; (3) adescription of the location on TravelBank Properties of the material that Company User claims isinfringing; (4) Company User’s address, telephone number and e-mail address; (5) a writtenstatement by the Company User that it has a good faith belief that the disputed use is notauthorized by the copyright owner, its agent or the law; (6) a statement by Company User madeunder penalty of perjury, that the above information in its notice is accurate and that it is thecopyright owner or authorized to act on the copyright owner’s behalf. TravelBank’s CopyrightAgent for notice of claims of copyright infringement is as follows:
Email: legal@travelbank.com
Physical Address:
Travelator Inc.
Attn: Legal Department
1100 Sullivan Ave
Suite #838
Daly City, CA 94017
14.TERM AND TERMINATION
a)Term. The Agreement commences on the date when you accept it (as described in the preambleabove) and remains in full force and effect while you use TravelBank Properties, unlessterminated earlier in accordance with the Agreement. Notwithstanding the foregoing, if you usedTravelBank Properties prior to the date you accepted the b., you hereby acknowledge and agreethat the Agreement commenced on the date you first used TravelBank Properties (whichever isearlier).
b)Termination of Services by You. If you want to terminate the Services provided by TravelBank toyou, you may do so by notifying TravelBank at any time (in accordance with Section 19(x)) andclosing your Account for all of the Services that you use, unless your Company has assumedcontrol of your Account. In such case, you should speak with the Company Administrator if youwish to terminate your Account.
c)Termination of Services by TravelBank. TravelBank may (a) terminate the Services at any time forany reason, (b) terminate your access to the TravelBank Properties at any time for any reason,and/or (c) stop providing portions of the Services at any time for any reason. In addition, if yourCompany has assumed control of your Account, the Company Administrator may modify orremove your access to the Services.
d)Effect of Termination. Termination of any Service includes removal of access to such Service andbarring of further use of the Service. Termination of all Services may include deletion of yourpassword and/or all related information, files and Content associated with or inside your Account(or any part thereof), including Your Content. Upon termination of any Service, your right to usesuch Service will automatically terminate immediately. Your access to all Content that you postedto the Service may be terminated but your Content may remain in the Services for as long as thecompany in which you posted such Content remains active It may also persist in our archivesthereafter. We are under no obligation to notify you or return Content to you. TravelBank will nothave any liability whatsoever to you for any suspension or termination, including for deletion of
Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
15.DISPUTE RESOLUTION
Please read this Arbitration Agreement carefully. It is part of your contract with TravelBank and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
a)Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive orother equitable relief as set forth below) in connection with the Agreement or the use of anyproduct or service provided by TravelBank that cannot be resolved informally or in small claimscourt shall be resolved by binding arbitration on an individual basis under the terms of thisArbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held inEnglish. This Arbitration Agreement applies to you and TravelBank, and to any subsidiaries,affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as allauthorized or unauthorized Users or beneficiaries of services or goods provided under theAgreement.
b)Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, theparty must first send to the other party a written Notice of Dispute (“Notice”) describing thenature and basis of the claim or dispute, and the requested relief. A Notice to TravelBank shouldbe emailed to: legal@travelbank.com or a physical copy sent to:
Attn: Legal Department
Travelator Inc
1100 Sullivan Ave
Suite #838
Daly City, CA 94017
After the Notice is received, you and TravelBank may attempt to resolve the claim or disputeinformally. If you and TravelBank do not resolve the claim or dispute within thirty (30) days afterthe Notice is received, either party may begin an arbitration proceeding. The amount of anysettlement offer made by any party may not be disclosed to the arbitrator until after the arbitratorhas determined the amount of the award, if any, to which either party is entitled.
c)Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative disputeresolution provider (“ADR Provider”) that offers arbitration as set forth in this Section 19(vii). IfJAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limitedto the method of initiating and/or demanding arbitration, except to the extent such rules are inconflict with the Terms. Disputes involving claims and counterclaims under $250,000, notinclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of theStreamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of theComprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by callingJAMS at 800-352-5267. The arbitration shall be conducted by a single, neutral arbitrator. Anyclaims or disputes where the total amount of the award sought is less than Ten Thousand U.S.Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, atthe option of the party seeking relief. Any hearing will be held in a location within 100 miles ofyour residence, unless you reside outside of the United States, and unless the parties agree
otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that TravelBank made to you prior to the initiation of arbitration, TravelBank will pay you the greater of the award or $5,000. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
d)Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration iselected, the arbitration shall be conducted by telephone, online and/or based solely on writtensubmissions; the specific manner shall be chosen by the party initiating the arbitration. Thearbitration shall not involve any personal appearance by the parties or witnesses unlessotherwise agreed by the parties.
e)Time Limits. If you or TravelBank pursue arbitration, the arbitration action must be initiatedand/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) andwithin any deadline imposed under the applicable JAMS Rules for the pertinent claim.
f)Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, ifany, of you and TravelBank, and the dispute will not be consolidated with any other matters orjoined with any other cases or parties. The arbitrator shall have the authority to grant motionsdispositive of all or part of any claim. The arbitrator shall have the authority to award monetarydamages, and to grant any non-monetary remedy or relief available to an individual underapplicable law, the JAMS Rules, and the Agreement. The arbitrator shall issue a written awardand statement of decision describing the essential findings and conclusions on which the awardis based, including the calculation of any damages awarded. The arbitrator has the sameauthority to award relief on an individual basis that a judge in a court of law would have. Theaward of the arbitrator is final and binding upon you and TravelBank.
g)Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORYRIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, insteadelecting that all claims and disputes shall be resolved by arbitration under this ArbitrationAgreement. Arbitration procedures are typically more limited, more efficient and less costly thanrules applicable in a court and are subject to very limited review by a court. In the event anylitigation should arise between you and TravelBank in any state or federal court in a suit to vacateor enforce an arbitration award or otherwise, YOU AND TravelBank WAIVE ALL RIGHTS TO AJURY TRIAL, instead electing that the dispute be resolved by a judge.
h)Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OFTHIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUALBASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USERCANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANYOTHER CUSTOMER OR USER.
i)Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award ofthe arbitrator and compliance therewith, shall be strictly confidential. The parties agree tomaintain confidentiality unless otherwise required by law. This paragraph shall not prevent aparty from submitting to a court of law any information necessary to enforce this Agreement, toenforce an arbitration award, or to seek injunctive or equitable relief.
j)Severability. If any part or parts of this Arbitration Agreement are found under the law to beinvalid or unenforceable by a court of competent jurisdiction, then such specific part or partsshall be of no force and effect and shall be severed and the remainder of the Agreement shallcontinue in full force and effect.
k)Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement maybe waived by the party against whom the claim is asserted. Such waiver shall not waive or affectany other portion of this Arbitration Agreement.
l)Survival of Agreement. This Arbitration Agreement will survive the termination of yourrelationship with TravelBank.
m)Small Claims Court. Notwithstanding the foregoing, either you or TravelBank may bring anindividual action in small claims court.
n)Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergencyequitable relief before a state or federal court in order to maintain the status quo pendingarbitration. A request for interim measures shall not be deemed a waiver of any other rights orobligations under this Arbitration Agreement.
o)Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violationof the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’spatent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
p)Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties tolitigate in court, the parties hereby agree to submit to the personal jurisdiction of the courtslocated within San Francisco, California for such purpose.
q)Governing Law and Jurisdiction. The Agreement and any action related thereto will be governedand interpreted by and under the laws of the State of California, consistent with the FederalArbitration Act, 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.
r)Attorney’s Fees, Costs, and Expenses of Suit. If any act of law or equity, including an action fordeclaratory relief, is brought to enforce, interpret or construe the provisions of this Agreementand/or the included Mandatory Binding Arbitration Agreement, the prevailing party shall beentitled to recover actual reasonable attorney’s fees, costs, and expenses.
16.GENERAL PROVISIONS
a)Electronic Communications. The communications between you and TravelBank use electronicmeans, whether you visit TravelBank Properties or send TravelBank e-mails, or whetherTravelBank posts notices on TravelBank Properties or communicates with you via e-mail. Forcontractual purposes, you (1) consent to receive communications from TravelBank in anelectronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, andother communications that TravelBank provides to you electronically satisfy any legalrequirement that such communications would satisfy if it were to be in writing. The foregoingdoes not affect your statutory rights.
b)Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned,subcontracted, delegated or otherwise transferred by you without TravelBank’s prior writtenconsent, and any attempted assignment, subcontract, delegation, or transfer in violation of theforegoing will be null and void.
c)Force Majeure. TravelBank shall not be responsible for failure to perform any of its obligationsunder this Agreement during any period in which such performance is prevented or delayed dueto Force Majeure. “Force Majeure” refers to any event beyond TravelBank’s reasonable control,including but not limited to acts of God, severe weather, fire, flood, mudslides, hurricanes,tornadoes, earthquakes, war, labor disputes, strikes, political unrest, natural or nuclear disaster,national security risks, pandemics, epidemics, World Health Organization’s advisories and/oralerts, Center for Disease Control’s advisories and/or alerts, U.S. State Department’s advisoriesand/or alerts, any order of any local, provincial or federal government authority, interruption ofpower Services, terrorism or any other causes beyond the control of TravelBank or deemed byTravelBank to constitute a danger to the safety and well-being of Travelers.
d)Compliance. If you believe that TravelBank has not adhered to the Agreement, please contactTravelBank by emailing us at: legal@TravelBank.com. We will do our best to address yourconcerns. If you feel that your concerns have been addressed incompletely, we invite you to let usknow for further investigation.
e)Publicity. You agree that TravelBank may use your name and logo in TravelBank’s marketingmaterials or communications (including, but not limited to, the Website) for the sole purpose ofindicating you as a User of the Services. You hereby grant to TravelBank the right to reference theCustomer as a customer of TravelBank on the Web site and issue a press release to that effect anon-exclusive and limited license to use and publicly display Subscriber’s logo as set forth herein.
f)Notice. Where TravelBank requires that you provide an e-mail address, you are responsible forproviding TravelBank with your most current e-mail address. In the event that the last e-mailaddress you provided to TravelBank is not valid, or for any reason is not capable of delivering toyou any notices required/ permitted by the Agreement, TravelBank’s dispatch of the e-mailcontaining such notice will nonetheless constitute effective notice. You may give notice toTravelBank at legal@TravelBank.com. Such notice shall be deemed given when received byTravelBank by letter delivered by nationally recognized overnight delivery service or first-classpostage prepaid mail at the above address.
g)Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will notbe deemed a waiver of any other provision or of such provision on any other occasion.
h)Severability. 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 orunenforceable provision will be deemed modified so that it is valid and enforceable to themaximum extent permitted by law.
i)Export Control. You may not use, export, import, or transfer TravelBank Properties except asauthorized by U.S. law, the laws of the jurisdiction in which you obtained TravelBank Properties,and any other applicable laws. In particular, but without limitation, TravelBank Properties may notbe exported or re-exported (a) into any United States embargoed countries, or (b) to anyone onthe U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department ofCommerce’s Denied Person’s List or Entity List. By using TravelBank Properties, you representand warrant that (i) you are 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)you are not listed on any U.S. Government list of prohibited or restricted parties. You also will notuse TravelBank Properties for any purpose prohibited by U.S. law, including the development,design, manufacture or production of missiles, nuclear, chemical or biological weapons. Youacknowledge and agree that products, services or technology provided by TravelBank are subjectto the export control laws and regulations of the United States. You shall comply with these lawsand regulations and shall not, without prior U.S. government authorization, export, re-export, or
transfer TravelBank products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
j)Consumer Complaints. In accordance with California Civil Code §1789.3, you may reportcomplaints to the Complaint Assistance Unit of the Division of Consumer Services of theCalifornia Department of Consumer Affairs by contacting them in writing at 400 R Street,Sacramento, CA 95814, or by telephone at (800) 952-5210.
k)International Users. The Website can be accessed from countries around the world and maycontain references to Services and Content that are not available in your country. Thesereferences do not imply that TravelBank intends to announce such Services or Content in yourcountry. TravelBank Properties are controlled and offered by TravelBank from its facilities in theUnited States of America. TravelBank makes no representations that TravelBank Properties areappropriate or available for use in other locations. Those who access or use TravelBankProperties from other jurisdictions do so at their own volition and are responsible for compliancewith local law.
l)Entire Agreement. The Agreement is the final, complete and exclusive agreement of the partieswith respect to the subject matter hereof and supersedes and merges all prior discussionsbetween the parties with respect to such subject matter.
RIDER A: SUPPLEMENTAL TERMS FOR SAVINGS AND REWARDS PROGRAM
Last Updated: June 28, 2023
The TravelBank Rewards Program allows Company User to establish a rewards program whereby reward points (“Reward Points”) can be earned through use of the Services based upon the identified incentives (“Incentives”). Reward Points may be redeemed by a Rewards Program Participant (defined below) or returned to the Company User, subject to the terms and conditions contained herein and in separate terms provided to each Rewards Program Participant. These Supplemental Terms (the “Rewards Program Terms”) govern the establishment of functioning of the Rewards Program and are incorporated into the TOS Agreement.
1. Eligibility.
a) Company Participation. Company User may participate in the TravelBank Rewards Program, and enable its Employees to participate, by entering into an order form, executed by both TravelBank and Company User. Company User may withdraw from the Rewards Program at any time through providing 30 days’ written notice to TravelBank.
b) Rewards Program Participant. To be eligible to participate in Company User’s TravelBank Rewards Program, an Employee must meet all of the following criteria: (a) be of the age of majority; (b) agree to and abide by the End User Terms of Use (including the Supplement Terms for Rewards Program); (c) reside in a jurisdiction that legally permits participation in the Rewards Program; (d) not be a resident of a country subject to an embargo or designated as state sponsors of terrorism or otherwise embargoed by the United States government. Each Employee meeting the foregoing criteria is a “Rewards Program Participant; and (e) be duly employed or otherwise duly associated with Company User in accordance with the requirements of Company User to maintain eligibility to accumulate and redeem Reward Points.
2. Enrollment. For each TravelBank Company Network participating in the TravelBank Rewards Program, a Manager must provide TravelBank with a valid and updated Authorization for Direct Payment via ACH (ACH DEBIT) for Company User; at TravelBank’s discretion, a valid and updated credit card information may also be used (each a “Selected Payment Method”). Company User authorizes TravelBank to use the Selected Payment Method(s) to offset the costs of the Reward Points. Company User is responsible for maintaining complete and accurate information regarding the Selected Payment Method(s).
3. Earning Reward Points.
a) Rewards Program Process.Company User, in conjunction with TravelBank, determines the Incentives to be used in determining the accrual of Reward Points. A Rewards Program Participant must perform the specific requirements set forth in the Incentive that is identified through the Services. For example, a Rewards Program Participant’s account may be awarded Reward Points if his or her final expenses associated with a particular approved trip are less than the budget created by the Employee for the trip through the Budget Creator and approved by her Manager through the TravelBank Company Network (“Budget”). A Rewards Program Participant may also earn Reward Points after fulfilling other specific actions, which will be communicated to the Rewards Program Participant by TravelBank. Each Incentive may have terms and conditions, restrictions or requirements that are specific to it and all such terms, restrictions and requirements must be met to earn the designated Reward Points.
b) Tracking Reward Points. Awarded Reward Points can be tracked through the Rewards Program Participant’s account.
4. Redeeming Points.
a) Redemption Only Through the Rewards Center. Reward Points may be redeemed only for products and services available through the TravelBank Reward Center made available through the Services (the “Rewards Center”). A Rewards Program Participant must follow the established redemption procedures. Reward Points are subtracted from an account upon redemption.
b) Reward Points are not Vested. A Rewards Program Participant may redeem the Reward Points allocated to them. Reward Points may NOT be sold, exchanged, bartered, transferred, or given away. The value of Reward Points may vary according to how a Rewards Program Participant choses to use them. Accumulated points belong to Company User and are not the property of the Rewards Program Participant. The accumulation of Reward Points in an account does not entitle a Rewards Program Participant to any vested rights with respect to the Rewards Program or the Reward Points. Company User has the right at any time to terminate its Rewards Program and request a refund for any unredeemed Reward Points.
c) Third Party Terms. When Reward Points are redeemed for products and services offered by third parties (e.g., flights offered by airlines, hotel accommodations), all products or services purchased through the redemption of Reward Points are governed by such third-party terms. TravelBank has no liability for the acts or omissions of any third party, including third parties whose products and services are made available through the TravelBank Store.
5. Termination of Reward Points on Inactive Accounts (12 MONTHS). Accrued Reward Points will be forfeited without notice on the last day of the twelfth (12) month after the last activity on an Account, or if an Account is cancelled. An Account is deemed inactive if there has been no Reward Point accrual or redemption within 12 months.
6. Termination and Suspension of a Rewards Program Participant. Company User and TravelBank reserve the right at any time to limit enrollment in the Rewards Program or discontinue participation in the Rewards Program for any Rewards Program Participant. Company User or TravelBank may void or cancel a Rewards Program Participant’s entire Reward Point balance at their discretion, for any reason, including if any Reward Points in an account are issued, received, or redeemed through fraud or theft, or otherwise illegally, or not as authorized in these Rewards Program Terms. These rights are in addition to any other legal or equitable remedy which may be available to Company User or TravelBank under applicable law. At any time if Reward Program Participant is no longer deemed eligible for participation in the Rewards Program by the Company User including, but not limited to, a change in employment status, all Reward Points shall be deemed forfeited. All Reward Points are deemed forfeited when the Services are terminated.
7. Suspension, Modification and Termination of the Rewards Program.
a) Right to Suspend, Modify or Terminate. TravelBank reserves the right, at its sole discretion, to suspend, modify or terminate the Rewards Program, in whole or in part; to add, delete or change available Reward Points or Incentives; to modify, limit or suspend the use of or redemption of Reward Points or the availability of Incentives in any respect; to modify or change redemption procedures; to modify, limit or suspend the collection of Reward Points, including but not limited to imposing time limits and changes in Reward Point values. TravelBank 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 Rewards Program. If TravelBank makes changes that it believes will have a material impact on Company User’s or a Rewards Program Participant’s use of the Rewards Program, TravelBank will notify Company User and the Rewards Program Participant by sending an email to the current email addresses on file, and by noting on the Services that the Rewards Program Terms have been updated. The effective date of any change in these Rewards Program Terms will be the date specified in the notice. If you (or a Rewards Program Participant) disagree with the changes to these Rewards Program Terms, you may opt out of the Rewards Program by terminating these Rewards Program Terms by providing written notice to TravelBank. Company User’s ongoing use of the Rewards Program after the changes take effect signifies your agreement to the new terms.
8. Specific Terms
a) Compliance with Laws. Company User and each Rewards Program Participant must comply at all times with all laws, rules, and regulations applicable to the Rewards Program and the granting and use of the Reward Points.
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 other taxing authorities, with respect to the receipt or use of Reward Points is solely Company User’s responsibility. TravelBank reserves the right to report the receipt or redemption of Reward Points to the Internal Revenue Service and other 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 TravelBank Terms of Use (the “TOU Agreement”). All terms not defined in these Travel Reservations Terms have the meaning provided to them in the TOU 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. If the Supplier’s Terms and Conditions are ever in conflict with the Travel Reservations Terms (or TOU) of TravelBank, TravelBank’s TOU Agreement, including this Rider, will control all issues relating to the liabilities and responsibilities of TravelBank.
1.Definitions.
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 alreadybeen 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 andpurchase appropriate coverage. Traveler agrees that TravelBank is not responsible for anyuninsured 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.
9.Accommodations.
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.
10.Air Transport.
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 thedeclaration. It is recommended that you take out an insurance policy covering the value ofyour 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 of
weather, travel and mankind in general. As such, Traveler acknowledges and accepts the risks associated with travel in a foreign country and agrees to release and hold TravelBank harmless 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 againstTravelBank regarding, resulting, or arising from Traveler’s participation in a Trip or Traveler’sreservation of Travel Services.
RIDER C: SUPPLEMENTAL TERMS FOR EXPENSE MANAGEMENT
Last Updated: June 16, 2020
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 Use (the “TOU Agreement”). All terms not defined below have the meaning provided to them in the TOU Agreement.
1.Program Overview. The TravelBank Expense Management allows enrolled Companies and itsemployees to use the Application to track and submit business expenses for review and approval.Companies may also elect to use TravelBank’s “Reimbursement” feature.
2.Requirements for Enablement of Reimbursements. For TravelBank to enable theReimbursement feature, Company 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 shall at all times ensure maintain access to a verifiable, reputable FinancialInstitution; and
d)The Financial Institution must have the appropriate processes to enable delivery ofmonies to TravelBank; and
e)Company 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
f)From time to time, the ACH process between financial institutions may be delayed ordisrupted due to no fault of TravelBank’s; and
g)Company authorizes and grants TravelBank access to Company’s Financial Institution forthe limited purpose of making withdrawals and transfers as appropriate or necessary infulfill the Reimbursement services. This access may be revoked by Company at any timewith 30 days’ advance written notice. However, TravelBank shall have the right tomaintain access to the Financial Institution to complete any new or existing transfers forReimbursements that are currently in process before the termination of the 30 dayperiod.
3.Company User Obligations. Use of Reimbursements obliges the Company User to warrant thefollowing:
a)Sufficiency of Funds. Company will ensure that it has immediately available funds in itsFinancial Institution to cover its Reimbursement obligations at all times during the termof this Agreement and until all due monies to its employees are fully reimbursed.
b)Reserve Fund. TravelBank reserves the right to require that sufficient, immediatelyavailable 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 agrees that any resulting fees due tothe insufficiency of funds imposed by the Financial Institution shall be the soleresponsibility of Company.
c)Adherence to Regulations. Company User agrees that it will not generate transactionsthat violate applicable law, including the laws or regulations of the United States, or ofany other country which has jurisdiction over Company. This includes, but is not limitedto, sanction laws administered by the Office of Foreign Assets Control (“OFAC”).
Company User can obtain information regarding such OFAC enforced sanctions from the OFAC’s home page site at
www.ustreas.gov/ofac. d)Adherence to Company Policies. It is the sole responsibility of Company User to ensurethat submitted requests for reimbursements from its employees are reviewed andapproved in accordance with Company’s internal procedures and guidelines. CompanyUser expressly releases TravelBank from all responsibilities and liabilities to reviewCompany-approved reimbursement requests from improper, inappropriate or illegal useof Company funds, or from any Should TravelBank identify questionable reimbursementrequests, it shall remit all known information to the Company Administrator, who shall beresponsible for conducting internal investigations and audit. At the CompanyAdministrator’s request, TravelBank will make every effort to support Company’s internalreviews and audits to the extent allowed by all privacy and security law.
4.TravelBank’s Obligations.
a)Upon receiving complete and accurate Instructions from Company, TravelBank willprocess, transmit, and settle all requested transactions in a timely and professionalmanner, in compliance with the terms of this Agreement.
b)TravelBank will make all commercially reasonable efforts to ensure its data privacy andsecurity laws are in accordance with industry standards.
c)In the event there is an issue with any transaction processing, TravelBank will notifyCompany and/or impacted employees in a timely fashion so the issues can be rectified.
5.TravelBank’s Reserved Rights.
a)Adherence to Law. TravelBank shall be permitted to retain any reimbursement paymentsfor up to two (2) business days prior to transmitting such payments to the appropriateparty or account. This will only be done in the event that TravelBank has reasonablesuspicion to believe such payments may be fraudulent or otherwise raise legal orregulatory concerns, or compliance concerns. In the event a recognized federal or otherauthority requests TravelBank to withhold funds due to further investigation, TravelBankis obliged to comply; however, Company Administrator will be informed.
b)Incomplete or Delayed Reimbursement. Company acknowledges that if TravelBank doesnot successfully receive the necessary funds from Company’s Financial Institutionthrough no fault of TravelBank, it shall not be required to complete the reimbursement tothe employee until the full amount of the requested reimbursement funds are received byTravelBank. This shall not be deemed a material failure or breach on TravelBank’s part.
c)Reimbursement Timeframes. Company understands that “next-day” reimbursementsrefers to “next business day” and TravelBank is not responsible for any delays due to theprocessing from the financial institutions. In the case that a Company’s FinancialInstitution does not have adequate funds for next-day reimbursement, TravelBankreserves the right to pursue options including, but not limited to: a) requesting a ReserveFund to be in place; b) disabling “next-day reimbursement” for the Company User; c)imposing a limit on the amount of funds that are eligible for “next-day reimbursement.”
d)Fees. Company understands TravelBank reserves the right to debit directly from theFinancial Institution any due fees for TravelBank’s services. Further, TravelBank maychange its fees from time to time upon written notice to Company. However, if Companyhas a direct commercial agreement with TravelBank, those terms shall control until theagreement is terminated or expired.
