Legal
Last modified: January 22, 2026
Thank you for using Spotnana! These terms of service (this “Agreement“) form a legal agreement between the legal entity agreeing to these terms (“Customer”, or “you”) and Spotnana Technology, Inc. (together with its Affiliates, “Spotnana”, “we”, “us”, or “our”). Capitalized terms not defined in the Agreement have the meanings provided in the Customer Order (as defined below). Customer represents it is lawfully able to enter into this Agreement and, if it is entering into the Agreement for an entity, that it has legal authority to bind that entity. By clicking “I agree,” accepting the Customer Order, or using the Services, Customer agrees to this Agreement.
1. Services.
a. General. Spotnana will deliver the Services to Customer for the Services Term. The Services Term will be set forth in the Customer Order. If Customer elects to receive or access any Third Party Services, Spotnana will make such Third Party Services available to Customer for the Services Term unless another term is specified in writing in the Customer Order. Unless the Parties agree otherwise in writing, any additional Services purchased during a Services Term will have a prorated term ending concurrently with the then-current Services Term. Renewal Terms (if any) will be specified in the Customer Order. If Services renew, notice of non-renewal must be provided at least thirty (30) days before the start of the next Renewal Term.
b. Administrators. Customer will designate at least one (1) Administrator for Customer’s Account. The Administrator registers, administers and maintains the Customer’s Account and has the permissions to perform services related thereto, including the right to access, modify, and delete any Customer Data and implement policies. Customer is responsible for the selection of any Administrators and for any action an Administrator takes on behalf of the Customer.
c. Users. Customer will designate any Users to use the Services on Customer’s Account. Customer is responsible for ensuring Users are authorized by Customer to use the Services on Customer’s Account and managing Users’ access levels and permissions. Customer will obtain any required consents from Users to use the Services as contemplated herein under Customer’s policies and applicable laws. Customer understands that Users may require unique profiles to access the Services, which such Users will register and maintain.
d. Third Party Services. Customer may receive Third Party Services in connection with Customer’s use of the Services. Third Party Services include services provided by a Spotnana Partner, Travel Services or products offered through another application integrated with the Spotnana Platform. Third Party Services include travel management, account management and agency services provided by Spotnana TMC Partners. Spotnana is not responsible for the delivery or provision of Third Party Services. Customer’s ability to access a Third Party Service is subject to the terms of the provider of such service. Customer agrees that use of a Third Party Service with the Services may require Spotnana to receive or provide access to Customer Data with the applicable provider of the Third Party Service. By enabling a Third Party Service, Customer consents to such receipt or provision of access, which may be revoked by Customer at any time upon reasonable written notice. Spotnana makes no warranty on the current or future availability or operation of any Third Party Services. For Third Party Services that are Travel Services, Customer further agrees that the reservation and purchase of any Travel Services are subject to the TSA and the terms and conditions of Travel Providers, which may be updated from time to time.
e. Service Levels. Spotnana will use commercially reasonable efforts to make the Services available in accordance with Spotnana’s then-current service level agreements, a copy of which will be provided to Customer upon request. Service levels may vary based on the type of Service.
f. Affiliates. Spotnana may perform the Services through its Affiliates, provided Spotnana remains responsible for the acts and omissions of its Affiliates. Customer’s Affiliates may receive the Services on Customer’s Account if the Services are available in the geographic area of such Affiliate and Customer remains responsible for the acts and omissions of its Affiliates.
2. Permitted Use and Restrictions.
a. Permitted Use. Spotnana grants Customer a non-exclusive, worldwide and non-transferable right to use, and to permit Customer’s Users to use, the Services during the Term in accordance with this Agreement and solely for Customer’s internal business operations. Customer may not authorize any third party other than Users to use the Services on Customer’s behalf without Spotnana’s written consent.
b. Restrictions. Customer will not and will not permit Users to: (i) use the Services in a way that violates this Agreement, applicable laws, Spotnana Policies or a third party’s rights; (ii) reproduce, modify, adapt or create derivative works of the Services, (iii) distribute, sell, sublicense, transfer or provide access to the Services to a third party or incorporate any Services into a product or service Customer provides to a third party, (iv) allow minors to use the Services without consent from their parent or guardian; (v) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services; (vi) use the Services to develop technology that competes with Spotnana’s products and services; (vii) extract data from the Services other than as permitted herein or required under applicable laws; (viii) buy, sell, or transfer API keys from, to, or with a third party; (ix) interfere with or intentionally disrupt the Services, including circumventing any rate limits or restrictions or bypass any protective measures or safety mitigations; (x) violate or circumvent usage limits, (xi) publicly disseminate benchmarking or other information regarding the performance of the Services without Spotnana’s prior approval; or (xii) encourage or assist any third party to do any of the foregoing. Customer acknowledges that the Services are not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance or where failure could lead to death, personal injury or environmental damage, and Customer will not use or authorize the use of the Services for such purposes. Customer will reimburse Spotnana for any reasonable costs, liability or other expenses incurred by Spotnana as a result of Customer or a User’s breach of this section, including costs incurred by Spotnana for fraudulent or unauthorized bookings.
c. Suspension; Termination of Access. Spotnana may suspend or terminate a Customer or User’s access to the Services if Spotnana reasonably believes (i) such use is illegal, fraudulent or otherwise unauthorized under this Agreement, (ii) such use threatens the security or operation of the Services, Spotnana or a third party or (iii) such suspension or termination is required by law. Spotnana will use commercially reasonable efforts to (i) notify Customer before suspending access but may do so without prior notice to the extent reasonably necessary and (ii) promptly restore access once the condition giving rise to suspension is resolved.
3. Customer Obligations.
a. Account Information. Customer must provide and maintain accurate and current Account information on Customer and Users. Customer will maintain the confidentiality of any Account credentials and the security of any systems, networks or similar technology that Customer and its Users uses to access the Services (e.g. Customer’s laptops or network system). Customer will notify Spotnana immediately if Customer believes an Account is no longer secure or if Customer suspects any unauthorized, suspicious or fraudulent activity on an Account. Spotnana is not responsible for the accuracy of any information provided by Customer and/or any User to register the Accounts, or any loss or damages arising from any unauthorized use of any Account due to credentials that were compromised. If Spotnana believes that Customer or any User has provided incomplete, inaccurate, or unauthorized information to register or maintain an Account, or to access the Services, Spotnana may immediately terminate such party’s access to the Services without liability or restriction.
b. Users. Customer is responsible for the activities and actions of its Users. This includes identifying and authenticating Users, approving access by such Users to the Services and controlling against unauthorized access by such Users, having policies to maintain the confidentiality of usernames, passwords and account information, and ensuring that Users comply with this Agreement. Customer will obtain any required consents from Users under applicable laws and Customer’s policies related to the Services. Customer is responsible for ensuring Users comply with Customer’s travel policies, including in-policy selection of travel options by its Users, proper use of Customer’s corporate credit card by its Users, and proper submission and substantiation of travel expenses by its Users for reimbursement by such Customer. Spotnana shall have no liability for any acts taken by Customer or a User in violation of this Agreement, including a User’s misuse of Customer’s corporate credit card or violation of Customer’s travel and expense policies.
c. Telecommunications and Internet Services. Customer acknowledges and agrees that Customer’s and its Users’ use of the Services is dependent upon access to telecommunications and Internet services. Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software (except for the mobile app) required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Spotnana is not responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
4. Payment, billing, taxes and related terms.
a. Services Fees. Customer will pay the Spotnana Contracting Entity the Services Fees set forth in the Customer Order. All Services Fees are non-refundable unless otherwise required by law. Customer authorizes the Spotnana Contracting Entity to charge Services Fees to the payment method designated by Customer on the Customer Order or Customer’s Account. The Services Fees will be paid pursuant to the payment method designated on the Customer Order, which may be Customer’s credit card or invoicing, in accordance with the payment intervals specified in the Customer Order. If no payment method is specified in the Customer Order or there is no separate Customer Order, the Spotnana Contracting Entity will charge Customer all Services Fees using the credit card(s) on Customer’s Account. If the Customer Order includes a minimum commitment, the minimum commitment amount is non-cancellable except as required by law or as otherwise specifically permitted in the Agreement.
b. Travel Provider Fees. Customer is responsible for the payment of Travel Provider Fees to Travel Providers for the reservation, use and purchase of Travel Services. The Services Fees do not include any Travel Provider Fees. Unless otherwise authorized by Spotnana, all Travel Provider Fees will be charged to Customer’s credit card(s) on Customer’s Account and Customer authorizes Spotnana to charge all such amounts to the card(s) provided by the Customer on behalf of Customer and its Users. Upon Spotnana’s approval, a Customer may enable a User to pay for certain Travel Provider Fees directly using the User’s credit card, provided that Customer will be responsible for any payment failures of its Users. Spotnana will not be responsible for payment of Travel Provider Fees to any Travel Provider on behalf of Customer or any User. Customer will reimburse Spotnana for any charges billed to Spotnana relating to Customer or User’s reservation or purchase of Travel Services, including amounts not paid by credit card at the time Travel Services are booked, amounts for dishonored charges, cancellation and “no show” fees, and “debit memos” issued by a Travel Provider. Customer will be responsible for and will indemnify, defend and hold Spotnana harmless from and against, any chargebacks, penalties, fines, fees or other costs or expenses that Spotnana incurs as a result of Customer’s or a User’s unauthorized or fraudulent purchase of Travel Services.
c. Billing. Customer is responsible for maintaining complete and accurate billing and contact information and notifying the Spotnana Contracting Entity of any changes to such information. All other charges (including any Services Fees or Travel Provider Fees that are not paid by Customer’s credit card) will be invoiced by Spotnana to Customer and are payable upon receipt of such invoice. Unless otherwise agreed to by Spotnana, invoices will be sent by email only to the billing contact provided in the Customer Order or Customer Account.
d. Local Currency. All Services Fees will be billed and charged in United States Dollars unless otherwise stated in the Customer Order or approved in writing by Spotnana. Any currency conversion required for Services Fees will be undertaken at the time of purchase at the exchange rate applicable at that time as determined by Spotnana in its reasonable discretion. To the extent a currency conversion is required for Services Fees that are invoiced to Customer, the conversion will be undertaken at the last day of the invoice period, at the exchange rate applicable at that time. Travel Provider Fees will be billed and charged in local currency at the designated point of sale for the purchase of Travel Services if the applicable Travel Provider supports local currency billing.
e. Late Payments. If Spotnana is unable to charge or receive the Services Fees or if the Services Fees are otherwise overdue, Spotnana shall have the right to (i) apply interest on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Spotnana, and (ii) suspend Customer’s and all Users’ access to the Services if Services Fees remain overdue after reasonable notice is provided to Customer. This section will apply to any Services Fees payable to Spotnana or a Spotnana Contracting Entity.
f. Linked Financial Accounts. To access certain features of the Services, Customer may need to connect Customer’s Account with an account that is held with a financial institution or that provides financial data and is linked to or authorized for use through the Account and/or an account with other third-party payment providers (including a debit card, credit card, or other permitted payment method) (each, a “Linked Financial Account”). Customer acknowledges and agrees that it has the authority to access and connect a Linked Financial Account to its Account, and to authorize the initiation of payments, including the initiation of ACH debit or credit entries or necessary adjustments or reversals, in accordance with any payment instructions provided in connection with Customer’s use of the Services. To participate in such features, Customer may be required to provide certain information, including Personal Data and Financial Data. “Financial Data“ means a bank balance, transaction data, and account information accessible to Spotnana through Linked Financial Accounts.
g. Taxes. The Services Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes associated with its purchase of the Services and any related interest and/or penalties resulting from any Services Fees, other than any taxes based on Spotnana’s net income, property, or employees. If Spotnana is legally required to collect and remit Taxes which the Customer is responsible for, Spotnana will state such Taxes separately on an invoice and Customer shall pay the Taxes to Spotnana unless Customer provides Spotnana with a valid tax exemption certificate with order. If Spotnana is not legally required to collect and remit Taxes which the Customer is responsible for, there will be no Taxes stated on the invoice, and Customer shall self-assess and remit all taxes to the appropriate governing authority. For all non-US based transactions, the Customer shall self-assess any related Taxes, including but not limited to VAT and GST. Customer is responsible for all withholding tax. Taxes will not be deducted from Customer payments to Spotnana, except as required by applicable law, in which case Customer shall increase the amount payable as necessary so that, after making all required deductions and withholdings, Spotnana will receive and retain an amount equal to the amount Spotnana would have received had no such deduction or withholding been made. Upon Spotnana’s request, Customer will provide proof of withholding tax remittance to the applicable tax authority. Both parties agree to apply any applicable tax treaty and provide the necessary documentation for application of such treaty, where applicable, to reduce the withholding tax. With respect to Taxes charged on or applicable to the purchase or sale of Travel Services, Spotnana shall reflect such Taxes in invoices and/or in the reporting available to Customer pursuant to the Services, and Customer shall be responsible for the payment of all such Taxes.
h. Disputes. To dispute any charge or invoice issued by Spotnana, Customer must contact Spotnana within thirty (30) days of the date the invoice was issued and pay all undisputed amounts in accordance with this Agreement. Spotnana and Customer will collaborate to resolve any invoice disputes within sixty (60) days before either party brings a formal proceeding.
5. Term; Termination and Post-Termination Obligations.
a. Term. The Agreement will remain in effect for the Term.
b. Termination. Either party may terminate this Agreement, including any Customer Order, upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty days after receipt of written notice; or (b) ceases its business operations or becomes subject to insolvency proceeding.
c. Rights and Obligations Upon Termination. Upon termination or expiration of this Agreement or the Services provided hereunder, (i) Customer’s and its Users’ right to access and use the Services shall immediately terminate, (ii) Customer and its Users shall immediately cease all use of the Services, (iii) Spotnana shall cease use of Customer’s name, trademarks, and logos within a reasonable time, (iv) subject to the last sentence of this paragraph, each party shall delete or return, and make no further use of, any Confidential Information belonging to the other party and (v) Customer will pay any Service Fees to the applicable Spotnana Contracting Entity that are due as of the date of termination. Spotnana may extend a Customer or User’s access to the Services following termination for a limited transition period (the “Transition Period”) provided that such extension is at Spotnana’s discretion and will remain subject to the terms of this Agreement. Notwithstanding the foregoing, each party will be permitted to retain copies of Confidential Information of the other party solely for automated archival/backup systems, legal or security purposes so long as the first party continues to comply with its confidentiality obligations hereunder.
d. Survival. The following provisions will survive termination or expiration of the Agreement: Section 4 (Payment), Section 5 (Termination), Section 7 (Warranty; Disclaimer), Section 8 (Ownership and Confidentiality), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 12 (General Terms) and Section 13 (Definitions).
6. Data, Privacy and Information Security Terms.
a. Customer Data. Spotnana may process Customer Data to provide the Services in accordance with this Agreement and the DPA. Customer represents and warrants that: (i) it has the necessary rights, consents, and permissions to use and to authorize Spotnana to use the Customer Data as provided in this Agreement; (ii) Customer Data does not infringe, violate, or misappropriate any third-party right and (iii) Customer’s policies allow Customer to provide Customer Data to Spotnana as set forth in this Agreement and the DPA. Customer is responsible for the accuracy and completeness of all Customer Data. Spotnana is under no obligation to edit or control Customer Data that Customer imports to or through the Services. Spotnana may, at any time without prior notice, remove any Customer Data that violates this Agreement or applicable law, or which violates the rights of Spotnana or of a third party.
b. Security Measures. Spotnana has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification or disclosure, as described in its Security Measures. Spotnana will also maintain a compliance program that includes independent third-party audits and certifications. Spotnana will provide a copy of such third-party audits and certifications upon Customer’s request, but no more than once a year. All audit materials provided to a Customer hereunder are Spotnana Confidential Information.
c. HIPAA. Customer agrees not to use the Services to create, receive, maintain, transmit, or otherwise process Protected Health Information (as defined under HIPAA). The Services are not designed for processing Protected Health Information.
d. Data Maintenance and Backup Procedures. The Services are not intended to be a failsafe data warehouse or data back-up solution. In the event of any loss or corruption of Customer Data, Spotnana shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Spotnana. Customer acknowledges that full restoration of Customer Data may not be possible under all circumstances.
7.Warranty and Disclaimer.
a. Warranties. Each party represents and warrants that it is authorized to enter into this Agreement and entering into and performing this Agreement will not violate any of its corporate rules, if applicable.
b. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SPOTNANA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, ANY THIRD-PARTY SERVICES OR CUSTOMER DATA. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SPOTNANA DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. SPOTNANA FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPOTNANA FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, INCLUDING BUT NOT LIMITED TO TAX ADVICE AND REPORTING RESPONSIBILITIES, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPOTNANA OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. IN JURISDICTIONS THAT BY LAW DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES, THE DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT SHALL BE CONSTRUED TO COMPLY WITH SUCH APPLICABLE LAW.
c. Sandbox/Beta Services. Customer may choose to use Beta Services in its sole discretion, provided Customer acknowledges that Beta Services may be changed or terminated by Spotnana at any time, are not subject to the same Security Measures as the Services and Spotnana will have no liability arising out of or in connection with Beta Services.
8.Ownership and Confidential Information.
a. Ownership; Grant of Rights. Except as expressly specified in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, Customer owns all IP Rights and other rights in Customer Data provided to Spotnana. Spotnana and its licensors retain all IP Rights and other rights in the Services and any deliverables related thereto, including the Spotnana Platform, Spotnana APIs, source code, technology, reports, templates, formats, specifications, Documentation and dashboards and any modifications or improvements thereto. If Customer provides Spotnana with feedback or suggestions regarding the Services, Spotnana may use the feedback or suggestions without restriction or obligation. Except as expressly set forth herein, the Agreement does not grant Customer any IP Rights in the Services. Customer obtains only a limited right to use the Services, and no ownership rights are transferred to Customer (or Users) under this Agreement. Customer grants Spotnana (together with its subcontractors and subprocessors) the limited rights that are reasonably necessary for Spotnana to deliver the Services.
b. Confidential Information.
i. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement; (b) take reasonable measures to protect the Confidential Information; and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.
ii. The obligations in Section 8(b)(i) do not apply to information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient’s possession or known by it prior to receipt from Discloser; (c) was rightfully disclosed to Recipient without restriction by a third party; or (d) was independently developed without use of Discloser’s Confidential Information.
iii. Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. Recipient will be responsible for any breach of this Section by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, if Recipient uses reasonable efforts to notify Discloser, to the extent permitted, prior to doing so. Recipient acknowledges that a disclosure of Confidential Information in violation of these terms would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by Recipient, Discloser will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
9. Indemnification
a. Indemnification by Spotnana. Spotnana agrees to defend Customer from and against any Claim to the extent alleging that Customer’s authorized use of Services infringe any third-party IP Right (“Spotnana Claim”) and to indemnify Customer against any damages, fines or costs awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Spotnana resulting from a Spotnana Claim. This excludes Claims (or portions thereof) to the extent arising from: (i) combination of any Services with products, services, or software not provided by Spotnana; (ii) modification of any Services by any party other than Spotnana; (iii) third-party services, data or products (including Third Party Services and/or Customer Data); and/or (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. If, due to a Claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Spotnana to be infringing, Spotnana may, at its option and expense: (A) replace or modify the Services to be non-infringing, (B) obtain for Customer a license to continue using the Services, or (C) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Services Fees for the Service.
b. Indemnification by Customer. Customer agrees to defend Spotnana and its Affiliates from any Claim related to Customer or User’s unauthorized or illegal use of the Services or Customer Data (“Customer Claim”) and to indemnify Spotnana and its Affiliates against any damages, fines or costs awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from a Customer Claim.
c. Procedure. A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the Claim and allow the indemnifying party sole control of defense and settlement of the Claim including selection of counsel, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter any settlement or compromise of any Claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter any settlement of a Claim that resolves the Claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. THE INDEMNITIES ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S IP RIGHTS.
10. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT TO THE EXTENT RELATED TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR CUSTOMER’S OBLIGATION TO PAY THE SERVICES FEES, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE TOTAL SERVICES FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. IF THE AGREEMENT HAS BEEN IN EFFECT FOR LESS THAN 12 MONTHS, THE ACTUAL TOTAL FEES PAID OR PAYABLE SHALL BE ANNUALIZED.
11. Disputes.
a. Informal Resolution. The parties agree to resolve Disputes informally before pursuing legal action against the other party. Before pursuing formal legal action, a party will first provide written notice of the issue via email to the Sponsor of the other party, which will include a description of the issue or proposed claim, contact information and requested form of relief or resolution. The receiving party of such notice will respond within fifteen (15) days of receipt. Thereafter, the parties will collaborate in good-faith to reach a settlement within a period of sixty (60) days. If no settlement is reached within this period, either party may pursue arbitration to resolve the Dispute as provided below.
b. Arbitration. Except as set forth herein, Customer and Spotnana agree to resolve any Disputes, regardless of when they arose, even if it was before this Agreement existed, through final and binding arbitration. Either party may commence binding arbitration through NAM, or, if NAM is not available, an alternative arbitral forum selected by the parties. The initiating party will pay all filing fees for the arbitration and payment for other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules. If a party’s claim is determined to be frivolous, the party who initiated the frivolous claim is responsible for reimbursing the other party for all administrative, hearing, and other fees incurred as a result of the frivolous claim.
c. Procedure. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by NAM under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine: (i) if a provision of this arbitration section should be severed and the consequences of that severance; (ii) whether the parties have complied with conditions precedent to arbitration; and (iii) whether an arbitration provider is available to hear the arbitration. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
d. Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement. Either party may bring a lawsuit in the state or federal courts located in San Francisco, California: (i) to enforce the arbitration provisions of the Agreement; or (ii) for equitable relief as described below. Spotnana and Customer hereby consent to exclusive jurisdiction in such courts.
e. No Class Actions. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
f. Severability. If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.
12. General Terms.
a. No publicity. Except with express prior written permission, neither party will: (i) include the other party’s name or logo on their websites, media, or marketing materials; or (ii) make any public statement about its relationship with the other party or this Agreement.
b. Modifications; Waivers. Spotnana may modify the terms and conditions of this Agreement from time to time, with notice to Customer or by posting the modified Agreement on our website. Spotnana will update the “Last Updated Date” at the top of this Agreement if Spotnana modifies it. Customer must accept the modifications to continue using the Services. If Customer objects to any modifications, Customer’s exclusive remedy is to stop using the Services. The waiver by either party of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach.
c. Assignment. Neither party may assign or transfer the Agreement, in whole or in part, without the other party’s prior written consent except to its Affiliate or in connection with any merger, consolidation, sale of all or substantially all of its assets or equity, or any other similar transaction. Any attempted assignment or transfer in violation of this Section will be null and void. This Agreement is binding on the parties and their respective successors and permitted assigns.
d. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
e. Notice. Any notice under this Agreement must be given in writing. Spotnana may provide notice to Customer through the email Customer has provided on the Customer Order or Customer’s Corporate Account. Customer will provide Spotnana notice through Spotnana’s email address at legal@spotnana.com. Each party agrees that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice under this Agreement will be deemed given upon the first business day after it is sent to the other party.
f. Entire Agreement. This Agreement (including all Addendums and Spotnana Policies referred to in this Agreement and any Customer Order) constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
g. Force Majeure. Except for payment obligations, neither Customer nor Spotnana will have any liability for failures or delays resulting from conditions beyond Customer’s or Spotnana’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
h. Independent Contractors; Third Party Beneficiaries. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to incur obligations on the other party’s behalf without the other party’s prior written consent. Except as otherwise expressly provided herein, there are no third-party beneficiaries to this Agreement.
i. Consent to do Business Electronically. The parties agree that any Customer Order may be electronically signed. The parties agree that the electronic signatures appearing on any Customer Order are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The parties agree that they will not, at any time in the future, repudiate the meaning of their electronic signature or claim that their electronic signature is not legally binding.
j. Conflicts. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order, the: (i) Customer Order; (ii) this Agreement; and (iii) Spotnana Policies.
k. Trade Control. Customer is solely responsible for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export control laws. Customer Data may not include material or information that requires a government license for release or export. Customer may not use the Services in or for the benefit of, or export or re-export the Services to, any U.S. embargoed countries or to anyone on a Restricted party List. Customer represents and warrants that Customer and Users are not located in any U.S. embargoed countries, are not identified on any Restricted party List, and that Customer will comply with applicable export control laws, including any “know your customer” requirements or obligations applicable to Customer’s Users.
l. International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in each country that Customer or its Users exist. These references do not imply that Spotnana intends to announce such services or content in each such country. The Services are managed and offered by Spotnana from its facilities in the United States of America. Spotnana makes no representations that the Services are appropriate or available for use in other locations. Those who access or use Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
m. Governing Law. This Agreement will be governed by the laws of the state of California. Without prejudice to Section 11 (Disputes), all claims arising out of or relating to this Agreement will be brought exclusively in federal or state courts located in San Francisco County, California.
13. Definitions.
a. “Account” means Customer’s administrative account on the Spotnana Platform for the purpose of using the Services.
b. “Account Information” means any Customer Data that is required to configure and maintain a Customer Account on the Spotnana Platform.
c. “Addendum” means any addendum to this Agreement, including the DPA and TSA.
d. “Administrator” means the User designated as an Administrator by Customer for Customer’s Account.
e. “Affiliate” means with respect to either party, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that party.
f. “Beta Services” means services or features identified as beta, early access, pilot or words with a similar meaning and Services provided in “sandbox” or similar testing environments.
g. “Claim” means legal proceedings filed by a third party.
h. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by Discloser to Recipient that is: (a) identified as confidential at the time of disclosure; or (b) should be reasonably understood by Recipient to be confidential under the circumstances.
i. “Customer Data” means any data, information or content that Customer or its Users upload, submit, store, transmit, or otherwise provide to or through the Services, including Personal Data, travel policies, company information and any other materials provided by or on behalf of Customer or any of its Users in connection with Customer’s use of the Services.
j. “Customer Order” means: (i) when purchasing from Spotnana, the Order Form or other document signed by Customer and Spotnana related to the provision of the Services; or (ii) when purchasing from a Spotnana Partner, the ordering document signed by Customer and the Spotnana Partner or the Spotnana Partner’s website or application that Customer uses to purchase the Services.
k. “DPA” means the Spotnana Data Processing Addendum, available at https://www.spotnana.com/data-processing-addendum.
l. “Discloser” means the Party that discloses Confidential Information to the other under this Agreement.
m. “Dispute” means a claim by a party arising out of or relating to this Agreement or the Services.
n. “Documentation” means the technical documentation that Spotnana makes available to Customer relating to the performance of the Services.
o. “Effective Date” means the date this Agreement is entered into by the parties, either by acceptance online or by signing a Customer Order referencing this Agreement.
p. “IP Rights” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights.
q. “Initial Term” means the initial term for the Services beginning on the Effective Date and continuing for the duration set forth on the Customer Order. If the Customer Order does not define an Initial Term or there is no Customer Order, the Initial Term will be twelve (12) months from the Effective Date.
r. “NAM” means National Arbitration and Mediation.
s. “Personal Data” is defined in the DPA.
t. “Restricted Party List” means the U.S. Office of Foreign Assets Control’s (“OFAC”) list of Specially Designated Nationals (aka the “SDN List”), the U.S. Bureau of Industry and Security’s (“BIS”) Denied Persons List and Entity List, and any other applicable restricted party lists promulgated by OFAC, BIS, or other agencies of comparable jurisdiction, inside or outside the U.S., now or in the future.
u. “Recipient” means the Party receiving Confidential Information from the Discloser.
v. “Renewal Term” means a renewal term for the Services following either the Initial Term, or a previous Renewal Term. If Customer renews without a new Customer Order, the duration of that Renewal Term will be the same duration of the immediately preceding Initial Term or Renewal Term.
w. “Security Measures” means Spotnana’s security measures, as disclosed on Schedule 2 of the DPA, as may be updated from time to time.
x. “Services” means the services Customers and Users receive from Spotnana via the Spotnana Platform pursuant to the Customer Order, which includes access to the Spotnana Platform, together with any related software, tools, Documentation, products and services. Services exclude any Third Party Services.
y. “Services Fees” means all fees charged to Customer for use of the Services.
z. “Services Term” means the Initial Term and all Renewal Terms.
aa. “Sponsor” means the executive point of contact for a party.
bb. “Spotnana Contracting Entity” means the entity authorized by Spotnana to sign on behalf of Spotnana on the Customer Order, which may be Spotnana, a Spotnana Affiliate or a Spotnana Partner.
cc. “Spotnana Partner” means any entity that is authorized by Spotnana to resell, distribute or otherwise make the Services available to customers.
dd. “Spotnana Platform” means Spotnana’s platform to book and manage travel, which may be accessible via a web or mobile app.
ee. “Spotnana Policies” means any Spotnana policies applicable to Customer’s use and access of the Services that are in effect as of the Effective Date, which may include information security and data protection policies.
ff. “Spotnana TMC Partner” means any Spotnana Partner that is a travel management company.
gg. “TSA” means the Spotnana Travel Services Addendum, available at https:/www.spotnana.com/travel-services-addendum/.
hh. “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) termination of the Agreement as set forth herein.
ii. “Third Party Services” means products, services, or content offered by parties other than Spotnana to Customer through the Spotnana Platform.
jj. “Travel Provider” means any third-party provider or operator of Travel Services, including commercial airlines, low-cost carriers, hotel operators, lodging aggregators, rail carriers, car rental companies, black car or ground transportation providers, and operators of global distribution systems.
kk. “Travel Provider Fees” means any fees, expenses or payments that are paid or payable to any Travel Provider or similar entity for the purchase of Travel Services.
ll. “Travel Services” means the travel and related services and products provided by Travel Providers to Customers, including access to flight, hotel, ground transportation and other travel content.
mm. “User” means any user or party authorized by Customer to use the Services under Customer’s Account.