Effective Date: February 27th, 2017
YOU ARE ONLY ABLE TO SIGN UP AND USE THE SERVICES WITH A COMPANY E-MAIL ADDRESS. THE OWNER OF THE COMPANY DOMAIN MAY ASSUME CONTROL OF YOUR ACCOUNT AND OBTAIN ACCESS TO YOUR CONTENT (EACH AS DEFINED BELOW) AND PRIOR TRAVELBANK DEPARTMENT NETWORK (AS DEFINED IN SECTION 1(v) BELOW) ACTIVITIES. THE TERMS DO NOT COVER TRAVELBANK COMPANY NETWORKS (AS DEFINED IN SECTION 1(iv) BELOW), WHICH ARE GOVERNED BY A SEPARATE AGREEMENT.
- “Company” means the legal entity that owns the rights to the domain included in the e-mail address that a User provides when he or she creates an account with TravelBank. The Company will generally be the User’s employer. “Company” does not include a legal entity that operates an e-mail service (e.g. Hotmail, Yahoo, etc.) (an “E-Mail Service Entity”) unless one or more Managers employed have created a TravelBank Department Network(s) or TravelBank has an agreement with that E-mail Service Entity pursuant to which that entity has created a TravelBank Company Network.
- “Department” is a group, department or other unit of a Company.
- “Incentive Program” means an incentive or rewards program offered by TravelBank as an optional additional component of the Services.
- “Manager” is a User who identifies himself or herself as a Manager when the User creates an Account with TravelBank. A Manager may register himself or herself as an Employee within the same or another TravelBank Department Network, or within the TravelBank Company Network, to which the Manager belongs.
- “TravelBank Company Network” is a network which is created by a Company on behalf of the entire Company when the Company enters into an agreement with TravelBank for such TravelBank Company Network. At such time as the Company elects to create a TravelBank Company Network, any then-existing TravelBank Department Network within that Company will automatically become a part of the TravelBank Company Network. The TravelBank Company Network will be overseen by an administrator named by the Company (“Company Administrator”) who shall be responsible for the use and sharing of all information, data and other content posted to the TravelBank Company Network.
- “TravelBank Department Network” is a network for a Department which is created by a Manager. The Manager who creates the TravelBank Department Network shall be responsible for the use and sharing of all information, data and other content posted to the TravelBank Department Network.
- “TravelBank Network” is either a TravelBank Department Network or a TravelBank Company Network.
- “Employee” is a User who identifies himself or herself as an Employee when the User creates an Account with TravelBank. An Employee may also register as a Manager within the same or another TravelBank Department Network, or within the TravelBank Company Network, to which the Employee belongs.
- 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 the Services (collectively, the “TravelBank Properties”) allow individual Users and Companies to create and approve travel budgets, track and report travel and business expenses, reimburse expenses, and, optionally, to create an Incentive Program for cost management (the “Incentive Program”).
- Registering for an Account. The Application is available to Users free of charge; however, a User will be required to become a Registered User in order to use the Services (with the exception of the Travelator budget creator tool (the “Budget Creator”), which Users are able to use without becoming a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Application (“Account”) or has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, a “Third Party Account”).
- Use of Budget Creator. A User may use Budget Creator to create budgets and track expenses without becoming a Registered User. After the User creates a budget, if the User is not a Registered User, or is not a part of a TravelBank Department Network or a TravelBank Company Network, the User may send the budget to his or her manager by email, in which case any budget approval process may be handled outside of the Services, or if the manager wishes to use the functionality provided by the TravelBank Properties, the manager can create a TravelBank Department Network, in which case the approval process may be handled within the TravelBank Department Network if the User is or becomes a Registered User.
- Employees and Managers. Users can register for the Services as either an Employee and/or a Manager, and access rights within the Application will be different depending on which designation(s) are selected by the Users.
- 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 who are responsible for approving your travel budgets and expense account reports, and (ii) you will submit budgets and expense reports created using the Services to the manager 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 Incentive Program 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 an Incentive Program.
- If you register as a Manager for an Department which is not yet a TravelBank Department Network, you (a) represent and warrant that (i) you are authorized by your Company to enter into the Terms on behalf of your Department (including the obligations to fund the Incentive Program for the TravelBank Department Network) and to grant Travelator the rights granted in Section 20(vii); and (ii) the Services do not conflict with any existing policies (including expense reimbursement policies) of your Company; (b) agree to provide or approve a list that includes the e-mails of the individuals who, once registered as Employees, will comprise the members of the TravelBank Department Network and will be able to communicate with each other via the Services, and (c) when you set up an Incentive Program, agree to provide Travelator with a valid and updated credit card information and/or a valid and updated Authorization for Direct Payment via ACH (ACH DEBIT), to fund the Incentive Program. You also represent and warrant that you will provide a list of all Employees within the TravelBank Networks to which you belong for whom you are authorized to approve budget and expense reports.
- Access Through a SNS. If you access the Services through a SNS as part of the functionality of 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 permitted under 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 to TravelBank and/or grant TravelBank access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating TravelBank to pay any fees or making TravelBank subject to any usage limitations imposed 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 (if applicable) 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 is available on and through TravelBank Properties via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 4(i)) for all purposes of the Terms. Depending on the Third-Party Accounts you choose 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 be available 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 such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through TravelBank Properties. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TravelBank DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH 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.
- 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’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen years of age, or of legal age to form a binding contract in your jurisdiction; and (2) not a person barred from using TravelBank Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of TravelBank Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify TravelBank immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or TravelBank has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TravelBank has the right to 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.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of TravelBank.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to TravelBank Properties, including but not limited to, a mobile device that is suitable to connect with and use TravelBank Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing TravelBank Properties.
Access to TravelBank Properties.
The TravelBank Properties are protected by copyright laws throughout the world. Subject to the Terms, TravelBank grants you a limited license to reproduce portions of TravelBank Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by TravelBank in a separate license, your right to use any TravelBank Properties is subject to the Terms.
- Application License. Subject to your compliance with the Terms, TravelBank grants you a limited 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 that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
- TravelBank Software. Use of any software and associated documentation, other than the Application, that is made available via the Website or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If no license agreement accompanies use of the Software, use of the Software will be governed by the Terms. Subject to your compliance with the Terms, TravelBank grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Terms. Some Software 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 the provisions in the Terms.
- Updates. You understand that TravelBank Properties are evolving. As a result, TravelBank may require you to accept updates to TravelBank Properties that you have installed on your computer or mobile device. You acknowledge and agree that TravelBank may update TravelBank Properties with or without notifying you. You may need to update third-party software from time to time in order to use TravelBank Properties.
- Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit TravelBank Properties or any portion of TravelBank Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other TravelBank Properties (including images, text, page layout or form) of TravelBank; (c) you shall not use any metatags or other “hidden text” using TravelBank’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of TravelBank Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website; (f) you shall not access TravelBank Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of TravelBank Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in TravelBank Properties. Any future release, update or other addition to TravelBank Properties shall be subject to the Terms; and (i) you shall not enable access to the TravelBank Properties by any unauthorized third party application. TravelBank, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of TravelBank Properties terminates the licenses granted by TravelBank pursuant to the Terms.
- Third-Party Materials. As a part of TravelBank Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for TravelBank to monitor such materials and that you access these materials at your own risk.
- Evaluation License. Notwithstanding any other provision in the Terms, if you are obtaining 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 TravelBank Properties “AS-IS,” without indemnification, warranty, obligation to provide support, of any kind, express or implied.
Responsibility for Content.
- Types of Content. You acknowledge that all Content, including TravelBank Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not TravelBank, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through TravelBank Properties (“Your Content”), and that you and other Users of TravelBank Properties, and not TravelBank, are similarly responsible for all Content they Make Available through TravelBank Properties (“User Content”).
- Organization. You acknowledge that you shall adhere to your Company’s policies, guidelines, and procedures concerning the Content you post to the Services, regardless of whether your TravelBank Network is a TravelBank Company Network or a TravelBank Department Network.
- 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 the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and 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 for TravelBank’s benefit, not yours. Without limiting the foregoing, TravelBank shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
- Storage. Unless expressly agreed to by TravelBank in writing elsewhere, TravelBank has no obligation 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, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of TravelBank Properties. You agree that TravelBank retains the right to create reasonable limits on TravelBank’s use and storage of the Content, 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 otherwise determined by TravelBank in its sole discretion.
- TravelBank Properties. Except with respect to Your Content and User Content, you agree that TravelBank and its suppliers own all rights, title and interest in TravelBank Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or TravelBank Properties.
- Trademarks. TravelBank’s name and other related graphics, logos, service marks and trade names used on or in connection with TravelBank Properties or in connection with the Services are the trademarks of TravelBank and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in TravelBank Properties are the property of their respective owners.
- Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in TravelBank Properties.
- Your Content. TravelBank does not claim ownership of Your Content. However, when you as a User Make Available Your Content through the TravelBank 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, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
- License to Your Content. Subject to any applicable account settings that you select, you grant TravelBank a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and 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 Your Content that you submit to any “public” area of TravelBank Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not TravelBank, are responsible for all of Your Content that you Make Available on or in TravelBank Properties.
- Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, illegal, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to TravelBank through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that TravelBank has no obligations (including without limitation obligations of confidentiality) 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.
As a condition of use, you agree not to use TravelBank Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through 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 or bulk e-mail; (iv) involves commercial activities and/or sales without TravelBank’s prior written consent, 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 or uses TravelBank Properties in any way not expressly permitted by the Terms; or (vii) attempts or engages in, any potentially harmful acts that are directed against TravelBank Properties, including but not limited to violating or attempting to violate any security features of TravelBank Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in TravelBank Properties, introducing viruses, worms, or similar harmful code into TravelBank Properties, or interfering or attempting to interfere with use of TravelBank Properties by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” TravelBank Properties.
TravelBank may, but is not obligated to, monitor or review TravelBank Properties and Content at any time. Without limiting the foregoing, TravelBank shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although TravelBank does not generally monitor User activity occurring in connection with TravelBank Properties or Content, if TravelBank becomes aware of any possible violations by you of any provision of the Terms, TravelBank reserves 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 Your Content, in whole or in part, without prior notice to you.
You acknowledge and agree that the availability of the Application and certain Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between you and TravelBank and not with the App Store. TravelBank, not the App Store, is solely responsible for TravelBank Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless or mobile network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with TravelBank Properties, including the Application. You agree to 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 using TravelBank Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
Interactions with Other Users.
- User Responsibility. You are solely responsible for your interactions with other Users of the Services 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 agree that TravelBank will not be responsible for any liability incurred as the result of such interactions.
- Content Provided by Other Users. TravelBank Properties may contain User Content provided by other Users. TravelBank is not responsible for and does not control User Content. TravelBank has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
Third-Party Websites and Software Components, Non-TravelBank Products.
- 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 (“Third Party Content”) available through those third-party services. You are solely responsible for your dealings with third parties (including advertisers). Your use of third-party websites or services may be subject to that third party’s terms and conditions.
- Non-TravelBank Products. TravelBank may make non-TravelBank products or services and Third Party Content (“Non-TravelBank Products”) available via the Services. If you install or use any Non-TravelBank Products with the Services, you may not do so in any way that would subject TravelBank’s intellectual property or technology to obligations beyond those expressly included in this Agreement. TravelBank assumes no responsibility or liability whatsoever for the Non-TravelBank Products. You are solely responsible for any Non-TravelBank Products that you install or use with the Services.
- Third-Party Software Components. The software provided by us to you as part of the Services may contain third party software components. Unless otherwise disclosed in that software, TravelBank, not the third party, licenses these components to you under TravelBank license terms and notices.
Fees; Incentive Program; Expense Reimbursement.
- No Fees. There is no charge for access to and use of the TravelBank Properties by Users. However, TravelBank reserves the right to charge fees for access to and use of all or portions of the TravelBank Properties at a later date.
- Expense Reimbursement. If you register for the Services as a Manager and create a TravelBank Department Network, you represent that any expense reimbursement paid by you to your Employee(s) using the TravelBank Properties is done so through an accountable plan, as described by Treas. Reg. § 1.62-2(c). If the reimbursements paid by you to your Employee(s) using TravelBank Properties are not done so through an accountable plan as described by Treas. Reg. § 1.62-2(c), you agree to withhold and remit all necessary federal, state and local tax withholdings and file all associated information returns with the respective tax authority. With respect to any possible withholding and reporting obligations, please contact a tax advisor because TravelBank, its affiliates, and employees do not provide tax advice.
- Incentive Program. If you register for the Services as a Manager and create a TravelBank Department Network, you may be required to provide us with (a) a valid and updated Authorization for Direct Payment via ACH (ACH DEBIT) for your Company, and/or (b) valid and updated credit card information (your “Selected Payment Method(s)”). You authorize us to use your Selected Payment Method(s) to offset the costs of the Incentive Program for your TravelBank Department Network, in accordance with the then current Incentive Program funding terms. You are responsible for maintaining complete and accurate information regarding your Selected Payment Method(s).
- Taxes. TravelBank’s fees and charges are net of any applicable Sales Tax. You will be responsible for the payment of such Sales Tax associated with the Services and TravelBank’s fees and charges and any related penalties or interest to the relevant tax authority, and you will indemnify TravelBank for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 11(v), “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that TravelBank is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Disputes. You must promptly notify us in writing if you dispute any of our fees or charges or such dispute will be deemed waived. Billing disputes should be notified to firstname.lastname@example.org.
Points accrued, awards, and benefits issued pursuant to the Incentive Program are subject to change and are subject to the terms and conditions of the Incentive Program and the terms and conditions of any third party reward providers, which are expressly incorporated herein. Travelator has the right to terminate the Incentive Program or to change, limit, modify, or cancel the Incentive Program rules, regulations, policies, procedures, conditions of participation, benefits, awards, and special offers, in part or in whole, at any time, with or without notice, even though such changes may affect the value of points. In addition, the value of your points may vary according to how you chose to use them. Accumulated points are not the User’s property and accumulation of points does not entitle Users to any vested rights with respect to the Incentive Program. No points, benefits, or awards issued pursuant to the Incentive Program may be transferred, sold, bartered, or assigned except as expressly permitted by Travelator. By participating in the Incentive Program, you authorize to Travelator and any third party reward providers to share and receive Your Content, including your profile and Account information as necessary to provide the Incentive Program. Points accrued will be forfeited without notice on the last day of the eighteen (18) months after the last activity in your account or if your account is cancelled. Points do not expire for active accounts. An account is deemed inactive if there has been no point accrual or withdrawal within 18 months. The value of the reward may constitute taxable income to you. It is your responsibility to determine whether you are liable for any federal, state, or local taxes as a result of earning or using points. You may be issued a Form 1099 (or other appropriate form) to you that reflects the value of such rewards. Please contact a tax advisor because Travelator, its affiliates, and employees do not provide tax advice.
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 Terms; (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 its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with TravelBank in asserting any available defenses. You agree that the provisions in this Section 12 will survive any termination of your Account, the Terms or your access to TravelBank Properties.
Disclaimer of Warranties.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF TravelBank PROPERTIES IS AT YOUR SOLE RISK, AND TravelBank PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL 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 OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- TravelBank PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) TravelBank PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF TravelBank PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF TravelBank PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN TravelBank PROPERTIES WILL BE CORRECTED.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH TravelBank PROPERTIES IS ACCESSED AT 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 TravelBank PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TravelBank MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
- From time to time, TravelBank may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at TravelBank’s sole discretion. The provisions of this section 13(i) apply with full force to such features or tools.
- In providing the Services, TravelBank acts solely as the agent for any third party content suppliers (“Content Suppliers”) used by TravelBank. TravelBank does not guarantee or insure the services or Content provided by any Content Supplier, including but not limited to, airlines, hotels, rental car agencies, rail services and other common carriers. Further, TravelBank does not assume and expressly disclaims any liability for any damages, losses, costs, expenses, claims, settlements or judgements suffered by or asserted against you arising out of or resulting from the actions or omissions of Content Suppliers. Nor is TravelBank responsible for price fluctuations or changes in equipment, accommodations or schedules resulting from the actions or inactions of Content Suppliers which are beyond its control. TravelBank further disclaims any liability for errors in fares, schedules or other information provided by automated airline reservation systems, including but not limited to, the Apollo, Galileo and Sabre reservation systems.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT TravelBank PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TravelBank PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND COMPANIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. TravelBank MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TravelBank MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER OR THIRD PARTY CONTENT OBTAINED THROUGH TravelBank PROPERTIES.
- No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE TRAVELBANK NETWORKS AND THE TravelBank PROPERTIES. YOU UNDERSTAND THAT TravelBank DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE TRAVELBANK NETWORKS OR THE TravelBank PROPERTIES.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF TravelBank PROPERTIES IS AT YOUR SOLE RISK, AND TravelBank PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL 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 OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of Liability.
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TravelBank PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH TravelBank PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT TravelBank HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY., WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL TravelBank PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY TravelBank AS A RESULT OF YOUR USE OF TravelBank PROPERTIES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID TravelBank ANY AMOUNTS DURING SUCH PERIOD, TravelBank’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
- 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 USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TravelBank AND YOU.
- Exclusions. THE ABOVE LIMITATIONS OR EXCLUSIONS MAY APPLY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
Procedure for Making Claims of Copyright Infringement.
It is TravelBank’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to TravelBank by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on TravelBank Properties in a way that constitutes copyright infringement, please provide our Copyright Agent (Frank Tsai) with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on TravelBank Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for TravelBank’s Copyright Agent for notice of claims of copyright infringement is as follows: Attn: Frank Tsai, 80 South Park, San Francisco, CA 94107 or at email@example.com.
Term and Termination.
- Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use TravelBank Properties, unless terminated earlier in accordance with the Terms. Notwithstanding the foregoing, if you used TravelBank Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used TravelBank Properties (whichever is earlier).
- Termination of Services by You. If you want to terminate the Services provided by TravelBank to you, you may do so by notifying TravelBank at any time (in accordance with Section 19(x)) and closing your Account for all of the Services that you use, unless your Company has assumed control of your Account. In such case, you should speak with the Company Administrator if you wish to terminate your Account.
- Termination of Services by TravelBank. TravelBank may (a) terminate the Services at any time for any 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 your Company has assumed control of your Account, the Company Administrator may modify or remove your access to the Services.
- Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may include deletion of your password 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 use such Service will automatically terminate immediately. Your access to all Content that you posted to the Service may be terminated but your Content may remain in the Services for as long as the TravelBank (s) in which you posted such Content remains active It may also persist in our archives thereafter. We are under no obligation to notify you or return Content to you. TravelBank will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
If TravelBank becomes aware of any possible violations by you of the Terms, TravelBank reserves the right to investigate such violations and to take actions including removing your Content from the Services, suspending or cancelling your Account or your access to the Services, or referring such activity to appropriate authorities. Content that is deleted may be irretrievable. If, as a result of the investigation, TravelBank believes that criminal activity has occurred, TravelBank reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. TravelBank is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in TravelBank Properties, including Your Content, 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.
The Website can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that TravelBank intends to announce such Services or Content in your country. TravelBank Properties are controlled and offered by TravelBank from its facilities in the United States of America. TravelBank makes no representations that TravelBank Properties are appropriate or available for use in other locations. Those who access or use TravelBank Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- Electronic Communications. The communications between you and TravelBank use electronic means, whether you visit TravelBank Properties or send TravelBank e-mails, or whether TravelBank posts notices on TravelBank 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 all terms and conditions, agreements, notices, disclosures, and other communications that TravelBank provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release TravelBank Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of TravelBank Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of TravelBank Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
- Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without TravelBank’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. TravelBank shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Compliance. If you believe that TravelBank has not adhered to the Terms, please contact TravelBank by emailing us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Publicity. You agree that TravelBank may use your name and logo in TravelBank’s marketing materials or communications (including, but not limited to, the Website) for the sole purpose of indicating you as a User of the Services. You hereby grant to TravelBank the right to reference the Customer as a customer of TravelBank on the Web site and issue a press release to that effect a non-exclusive and limited license to use and publicly display Subscriber’s logo as set forth in this Section 19(vi).
- 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.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by TravelBank that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and TravelBank, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized Users or beneficiaries of services or goods provided under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to TravelBank should be sent to: Attn: Legal Department, 80 South Park, San Francisco, CA 94107. After the Notice is received, you and TravelBank may attempt to resolve the claim or dispute informally. If you and TravelBank do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this Section 19(vii). If JAMS 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 limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined 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 the Comprehensive 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 calling JAMS at 800-352-5267. The arbitration shall be conducted by a single, neutral arbitrator. Any claims 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, at the option of the party seeking relief. Any hearing will be held in a location within 100 miles of your 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.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or TravelBank pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the applicable JAMS Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and TravelBank, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and TravelBank.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and TravelBank in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND TravelBank WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with TravelBank.
- Small Claims Court. Notwithstanding the foregoing, either you or TravelBank may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Francisco, California for such purpose.
- Governing Law and Jurisdiction. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.
- Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. The Terms, and any contract between us, are only in the English language. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
- Notice. Where TravelBank requires that you provide an e-mail address, you are responsible for providing TravelBank with your most current e-mail address. In the event that the last e-mail address you provided to TravelBank is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, TravelBank’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to TravelBank at email@example.com at the following address: Attn: Legal Department, 80 South Park, San Francisco, CA 94107. Such notice shall be deemed given when received by TravelBank by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. You may not use, export, import, or transfer TravelBank Properties except as authorized 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 not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using TravelBank Properties, you represent and 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 not use TravelBank Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by TravelBank are subject to the export control laws and regulations of the United States. You shall comply with these laws and 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.
- Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Terms are concluded between you and TravelBank only, and not Apple, and (ii) TravelBank, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between TravelBank and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of TravelBank.
- You and TravelBank acknowledge that, as between TravelBank and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and TravelBank acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between TravelBank and Apple, TravelBank, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
- You and TravelBank acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.