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Terms and Conditions of Services Agreement
Last Updated: February 5, 2021

These terms and conditions of service agreement (this “Agreement “) forms a legal agreement between you (including, if applicable, any legal entity which you represent or act for) (“Client”, or “you”) and Spotnana Technology, Inc. (“Spotnana”, “we”, “us”, or “our”, all of which includes our group and Affiliated entities, and together with the Client, the “Parties”, and each sometimes, a “Party”) and sets forth the terms and conditions governing Client’s access to and use of the Spotnana Services (as defined below). By clicking “I Accept,” by executing an Order Form (defined below), or by using any of the Spotnana Properties, Client agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, corporation or other legal entity as an Administrator (defined below), you represent that you have the authority to bind such entity and its affiliates to this Agreement.  If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Subscription Services.

 

Please read this Agreement carefully as it contains important information to you. For ease of reference a few important highlights of this Agreement include:

 

  • Limited Liabilities. You understand that we offer no warranties, and our liabilities are limited (See Section11).

  • Arbitration and Class Action Waiver. You agree to resolve any disputes by individual arbitration and to waive the right to participate in any kind of class action (See Section 13).

  • Communication About New Features and Products. If you provide us with your email address or phone number, you agree to receive, as applicable, emails, calls and text messages from us with information relating to your Account, new and existing features, product updates and improvements and company news and events. (See Section 15.10).

  • Modification. You understand that we may change the terms and conditions of this Agreement or any portion of the Subscription Services at any time with or without notice. Your continued use of the Subscription Services and/or the Spotnana Properties constitutes your acceptance of any modified Agreement (See Section 15.1). 

1. DEFINITIONS; INTERPRETATION


1.1 Definitions. In addition to capitalized terms being defined elsewhere in this Agreement, the following terms will have the following meanings:

  1. "Affiliate" of an entity is an entity that controls, is controlled by or shares common control with such first entity, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.
  2. “Aggregated Data" means any non-personally identifiable, technical, statistical or analytical data gathered or generated directly by use of the Subscription Services, and which Spotnana collects, gathers and aggregates periodically as part of its services. Spotnana (including its Affiliates, licensors, partners and designated agents) may use this information to monitor and improve its products, services or to provide customized services or technologies to their customers. Spotnana collects and uses this information in accordance with our Privacy Policy and in accordance with applicable data protection laws. Aggregated Data does not include Client Data.
  3. “Authorized User” means those employees, agents, advisors, or agents of Client, or any other individual authorized by Client, to access and use the Subscription Services pursuant to Client’s rights under this Agreement, and who have been assigned/supplied unique username-password combinations to access and use the Subscription Services by Client (or by Spotnana on Client’s behalf), and who downloaded, registered and created an Account (defined below) through the Spotnana Mobile App or the Spotnana Web App to access and use the Subscription Services.
  4. “Client Data” means any data and/or information provided by Authorized Users and/or Client during the use of the Subscription Services, including Travel Service Information (defined below). Client Data is Confidential Information of Client.
  5. “Established Travel Policies” means Corporate User’s (defined below) travel policies as provided to Spotnana, or as established and finalized by the Corporate User and Spotnana, when Spotnana is providing the Onboarding Services. Client can update the Established Travel Policies from time to time during the Term by providing Spotnana with at least thirty (30) days prior written notice of such change.
  6. “Onboarding Services” means the services performed by Spotnana to configure and launch the Subscription Services to Client and Authorized Users.
  7. “Order Form” means the document through which Client orders and purchases Subscription Services under this Agreement. Order Forms are incorporated by reference upon execution (i.e. signature) of both Parties. In the event of any conflict between the terms and conditions of this Agreement and those of any Order Form, the terms and conditions of the Order Form shall control. No pre-printed or boilerplate terms of any purchase order issued by Client to Spotnana shall have any binding effect against Spotnana.
  8. “Spotnana Mobile App” means the mobile application owned and/or licensed by Spotnana through which an Authorized User (as defined below), may access the Subscription Services (as defined below).
  9. “Spotnana Properties” collectively refers to the Spotnana Apps, the Spotnana Software, any other proprietary technology or platform made available through the Subscription Services, and the information and content available on the Spotnana Apps and the Subscription Services.
  10. “Spotnana Services” collectively refers to the Onboarding Services and the Subscription Services.
  11. “Spotnana Web App” means the Spotnana website located at www.spotnana.com, or such other address(es) specified by Spotnana, that are applicable to the Subscription Services.
  12. “Spotnana Apps” collectively refers to the Spotnana Mobile App and the Spotnana Web App.
  13. “Spotnana Software” means any Spotnana or third-party software used by Spotnana to provide the Services.
  14. “Subscription Services” means the online and hosted services provided by Spotnana through the Spotnana Apps which includes, the functionality for Authorized Users to search for and book travel (including through Spotnana employees and agents), submit travel expenses, and access 24/7/365 traveler support; as well as administrative functionality including real-time reporting, traveler tracking, spend reconciliation, and corporate customer support.
  15. “Trip” means one full set of travel reservations, including but not limited to tickets and rentals for air transport and other modes of transportation, reservations for hotels and other accommodation, and other ancillary services, in any combination and that are purchased to enable one (1) personal or business trip.
1.2 Interpretation. In this Agreement, Section headings do not form part of or affect the interpretation of this Agreement; (b) where the context requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (c) references to Parties include references to their respective successors in title and permitted assigns; and (d) whenever any provision of this Agreement uses the term “including” (or “includes”), such term shall be deemed to mean “including without limitation” and “including but not limited to” (or “includes without limitations” and “includes but is not limited to”) regardless of whether the words “without limitation” or “but not limited to” actually follow the term “including” (or “includes”).




2. REGISTRATION; ACCOUNTS


2.1 Individual Accounts.

  1. In order to access the Subscription Services, you must register to create an account (“Account”) and become an Authorized User. When registering with Spotnana as an individual you agree to: (a) provide true, accurate, current and complete registration information as prompted by the Subscription Services (such information, the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Subscription Services (or any portion thereof).
  2. If you connect with an Established Travel Policy, you hereby understand and agree that the Corporate User (defined below) has access and a right to your Client Data related to transactions associated with the Established Travel Policy (including any Personal Data, as defined in the Privacy Policy) for its internal bookkeeping purposes.
  3. You are responsible for maintaining the confidentiality of your user ID and password and are fully responsible for all activities that occur under your Account or your user ID or password. You agree to immediately notify Spotnana of any unauthorized use of your user ID or password, or any other breach of security. Spotnana cannot and will not be liable for any loss or damage arising from any unauthorized use of your Account.
2.2 Corporate Accounts; Established Travel Policies.
  1. In order to create an Account on behalf of a company or other legal entity, rather than an individual (a “ Corporate User”), you must register to create an Account as an administrator or policy holder for the Corporate User (an “ Administrator”). When registering on behalf of a Corporate User, you agree to: (a) provide true, accurate, current and complete Registration Data about yourself and the Corporate User, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate the Corporate User’s Account and associated Authorized User Accounts and refuse any and all current or future use of the Subscription Service (or any portion thereof) by Corporate User and related Authorized Users.
  2. A Corporate User’s Account may host and administer one or more Established Travel Policies that individual Authorized Users can connect with to facilitate transactions on the Subscription Services. The Corporate User acknowledges that individual Authorized Users retain ultimate administrative control over their individual Accounts and their Client Data, except to the extent that the Corporate User has domain control over their individual Accounts.
  3. You may not allow any third party (other than Authorized Users and other authorized agents of the Corporate User) to access or use the Subscription Services. The Corporate User is responsible for (i) all Client Data including of its Authorized Users, and any and all content posted by any of its Authorized Users and any other activity that occurs under its Account and any of its Authorized User’s Accounts; (ii) maintaining the security of its Account login credentials; and (iii) promptly notifying us upon becoming aware of any unauthorized use of, or access to, the Subscription Services through its Account.
2.3 Linked Financial Accounts. In order to access certain features of the Subscription Services, an Authorized User or a Corporate User may need to connect its 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 Authorized User’s or Corporate User’s 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”). You acknowledge and agree that you have the authority to access and connect a Linked Financial Account to your 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 your use of the Subscription Services. To participate in such features, as an Authorized User or an Administrator, you may be required to provide certain information (including Personal Data as described in our Privacy Policy) and Financial Data. “Financial Data“ means a bank balance, transaction data, and account information accessible to Spotnana through Linked Financial Accounts.




3. TERM; TERMINATION


  1. Term. The term of the Subscription Services shall be as set out in the applicable Order Form (“Initial Term”). This Agreement shall commence on the first to occur of (a) the date set forth in the Order Form; and (b) the date Client commences using the Subscription Services, and shall continue until such time as the Corporate User cancels the Corporate User Account, unless earlier terminated as set forth herein or in the applicable Order Form. Except as otherwise specified in the applicable Order Form, the Initial Term shall automatically renew for additional period(s) (each a “Renewal Term”, and together with the Initial Term, the “Term”) equal to the expiring Initial Term or Renewal Term, as applicable, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the expiring Term.
  2. Termination.
    (a) By Authorized User. If you want to terminate this Agreement or the Subscription Services provided by Spotnana to you, you may do so by notifying Spotnana at any time and by closing your Account for all the Subscription Services that you use, unless your Corporate User has assumed control of your Account, in which case you should consult with your Administrator if you wish to close your Account.

    (b) By Spotnana. Spotnana may: (a) terminate this Agreement and providing any or all of the Subscription Services at any time and for any reason and with or without notice to you; and (b) terminate your access to any or all of the Spotnana Properties at any time and for any reason and with or without notice to you.
  3. Consequences of Termination. Upon termination or expiration of this Agreement or the Services provided hereunder:
    (a) Client’s and its Authorized Users’ right to access and use the Subscription Services shall immediately terminate, (ii) Client and its Authorized Users shall immediately cease all use of the Subscription Services, (iii) Spotnana shall cease use of the Client Marks within a reasonable time, and (iv) each party shall delete or return, and make no further use of, any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party;

    (b) Unless otherwise specified in the applicable Order Form, Client shall not be entitled to a refund of any prepaid Spotnana Fees as a result of Client’s termination. Notwithstanding anything to the contrary contained herein, in no event shall any termination relieve the Client of its obligation to pay any undisputed Fees payable to Spotnana for the period prior to the effective date of termination or cancellation.

    (c) Upon termination, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 8(Ownership), 10(Indemnification), 11(Limitation of Liability), 12 (Confidential Information), 13(Disputes) and 15 (General).
  4. Suspension of Subscription Services for Cause. In addition to its other rights and remedies as set forth in this Agreement and under law, Spotnana reserves the right, without any liability to Client, to immediately suspend any and all access to the Subscription Services if Client commits a material breach of this Agreement or any relevant Order Form until such material breach is cured. If such material breach is (i) unable to be cured, or (ii) is not cured within ten (10) business days from the suspension, then Spotnana may immediately terminate the Agreement and/or the affected Order Form.




4. SERVICES


  1. Onboarding Services. To the extent set out in the applicable Order Form, Spotnana will provide any applicable Onboarding Services to enable Client to use the Subscription Services, subject to Client’s cooperation and assistance as set out in Section 4.5 of this Agreement.
  2. Subscription Services. During the Term, Spotnana will provide the Subscription Services in accordance with this Agreement, and Spotnana hereby grants to the Client a non-exclusive, non-transferable right to use, and to permit Authorized Users to use the Subscription Services during the Term, in accordance with the terms and subject to the conditions of this Agreement, and solely for Client’s internal business operations. Such use is expressly limited to the Authorized Users of Client. Client acknowledges and agrees that any act or omission of its Authorized Users in connection with use of, or access to the, Subscription Services, which act or omission would constitute a breach of this Agreement if undertaken by Customer, shall be considered a material breach by Customer hereunder.
    (a) Service Levels. Solely if contracted in an applicable Order Form, Spotnana will provide the Subscription Services in accordance with the service level agreement as set out in such Order Form.
    (b) Data Security. Spotnana will use reasonable efforts to establish and maintain safeguards to protect the security and integrity of the Subscription Services and to protect against the accidental or unauthorized access, alteration or disclosure of Client Data.
  3. Third Party Services; Travel Services.
    (a)
    Through the Subscription Services, Spotnana may provide Client and its Authorized Users with access to services and products (collectively, the “Third Party Services”) from various third-party providers (the “Third Party Vendors”). Such Third Party Services include travel and related services from providers such as airlines, hotel operators, travel inventory aggregators, car rental agencies (such services, the (“Travel Services”) and the providers of such Travel Services, the “Travel Vendor(s)”). While Client will be ultimately responsible for all purchases of Third Party Services from the applicable Third Party Vendors, in order to facilitate the purchase of Travel Services by an Authorized User from the applicable Travel Vendor, Client authorizes Spotnana to submit certain information, including the name and other personal information of the Authorized User and the applicable payment information (collectively, the “Travel Service Information”), to the Travel Vendor to the extent required by the Travel Vendor. As an example, and by way of illustration only: to facilitate an Authorized User’s booking of an airline ticket reservation, Spotnana may provide the Authorized User’s name, other identifying information, and payment information to the Travel Vendor airline.

    (b) Spotnana Travel Addendum. The Spotnana Travel Addendum attached to this Agreement sets out additional terms and conditions governing Travel Services.
  4. 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 Client Data, Spotnana shall use its commercially reasonable efforts to restore the lost or corrupted Client Data from the latest backup of such Client Data maintained by Spotnana. Client acknowledges that full restoration of Client Data may not be possible under all circumstances.​​​​​​​
  5. Hosting. Client acknowledges and agrees that Spotnana has entered into arrangements with one or more third parties for the hosting of certain aspects of the Subscription Services (our “Third-Party Hosting Provider”). Client acknowledges and agrees that the Third-Party Hosting Provider’s service levels, use policies and terms of service will apply to Client and that Client is bound by such terms of service and use policies (the “Third-Party Hosting Terms of Service”).




5. CLIENT OBLIGATIONS


  1. General Restrictions. Client agrees that it will not: (a) rent, lease, copy or resell any element of the Subscription Services or the Onboarding Services (collectively, the “Services”) to a third party; (b) use any element of the Services to provide, or incorporate any element of the Services into any product or service provided to, a third party; (c) use the Services for activities where use or failure of the Services could lead to physical damage, death or personal injury; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to any element of the Subscription Services or Spotnana Properties, except to the extent expressly permitted by applicable law (and then only upon advance notice to Spotnana); (e) modify any element of the Subscription Services or any documentation provided by Spotnana in connection with the Subscription Services, or create any derivative works for the foregoing; (f) remove or obscure any proprietary or other notices contained in the Spotnana Properties; or (g) publicly disseminate information regarding the performance of the Subscription Services without the prior approval of Spotnana.
  2. Acceptable Use. Client shall not use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Client Data, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Spotnana under this Agreement, Spotnana reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing sentence (the “Acceptable Use Policy”), including the removal or disablement of access to such material. Spotnana shall have no liability to Client in the event that Spotnana takes such action. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Client Data. Client agrees to defend and indemnify Spotnana against any claim arising out of a violation of Client’s obligations under this Section 5.2. Client/Corporate User shall be responsible for the compliance of its Authorized Users with its Established Travel Policies, including to in-policy selection of travel options by its Authorized Users, proper use of Corporate User’ corporate credit card by its Authorized Users, and proper submission and substantiation of travel expenses by its Authorized Users for reimbursement by such Client. Client 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 Client shall not use the Subscription Services for such purposes or under such circumstances. Spotnana will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Spotnana may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement, including the Acceptable Use Policy. You acknowledge that Spotnana has no obligation to monitor your access to or use of the Services, or to review or edit any Client Data, but it has the right to do so for the purpose of operating the Subscription Services, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
  3. Illegal Use of Services. Spotnana may immediately suspend or terminate Client’s access to the Services, by written notice to Client, in the event that (i) Spotnana determines on the basis of reasonable evidence that the Services are being used by the Client or any applicable Authorized User for fraudulent or criminal activities, or in violation of any applicable law or regulation, or (ii) in the event that a governmental, legal or other law enforcement authority so requires, or instructs Spotnana to terminate or suspend services to Client. In the event Spotnana suspects or anticipates such termination, Spotnana will, to the extent practical under the circumstances, use commercially reasonable efforts to provide Client with prior written notice of the same and an opportunity to cure the same prior to (and in avoidance of) suspension or termination. Client acknowledges that under certain circumstances such prior notice and/or cure period may not be possible or practical.
  4. Cooperation and Assistance. Client shall at all times: (a) provide Spotnana with good faith cooperation and access to such information and if applicable, personnel assistance as may be reasonably required by Spotnana in order to provide the Subscription Services; and (b) carry out in a timely manner all other Client responsibilities set forth in this Agreement.
  5. Marketing Support. Client grants to Spotnana a non-exclusive, revocable, limited right to use the Client name, trademarks, and logos (collectively, the “Client Marks”) in accordance with any Client trademark and logo use guidelines that Client provides in writing to Spotnana. Any public use by Spotnana of the Client Marks shall be subject to Client’s prior consent, except that Spotnana may use the Client Marks to identify Client as a customer of Spotnana, including on the Spotnana corporate website. All goodwill developed from such use shall be solely for the benefit of Client.
  6. Authorized Users. Client/Corporate User is responsible for identifying and authenticating all its Authorized Users, for approving access by such Authorized Users to the Subscription Services, for controlling against unauthorized access by such Authorized Users, for maintaining the confidentiality of usernames, passwords and account information, and for ensuring that such Authorized Users comply with this Agreement. Client/Corporate User is responsible for the confidentiality and timely and proper termination of all of its Authorized Users’ records in Client/Corporate User’s local (intranet) identity infrastructure or on Client/Corporate User’ local computers. Spotnana is not responsible for any harm caused by Authorized Users, including individuals who were not authorized to have access to the Subscription Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in the applicable Client/Corporate User’s local identity management infrastructure or Client/Corporate User’s local computers. Client is responsible for all activities that occur under Client’s and Authorized User’s usernames, passwords or accounts or as a result of Client’s or Authorized Users’ access to the Subscription Services, and agree to notify Spotnana immediately of any unauthorized use. Client/Corporate User agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Services.
  7. Telecommunications and Internet Services. Client acknowledges and agrees that Client’s and its Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. Client shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Spotnana shall not be 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.
  8. License to Client Data. Client Data includes data derived from Client Data, but does not include non-identifiable data or metadata associated solely with the behaviors or actions of Client and Authorized Users with the Subscription Services, including any Aggregated Data. Client shall retain all right, title, and interest in and to Client’s intellectual property rights in Client Data. By accessing or using any part of the Subscription Services, Client grants to Spotnana the right and license to modify, distribute, reproduce and adapt, Client’s Data solely for the purpose of providing the Subscription Services to Client, including the right to disclose Client Data to Spotnana’ subcontractors as necessary to provide the Subscription Services to Client as well as to Third Party Vendors when necessary to facilitate the purchase or provision of Third Party Services by an Authorized User. Spotnana may use, display, store, disclose or transfer Client Data as may be required by law or legal process and Spotnana shall provide reasonable notice to Client of any such disclosure. Notwithstanding anything to the contrary contained herein, Client hereby grants to Spotnana a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Client’s use of the Subscription Services solely for purposes of (1) maintaining and improving the Subscription Services and (2) providing Client with access to and information about customized features, new functionality, partner integrations, special product offers and promotions, and (ii) Aggregated Data compiled by Expensify solely for marketing purposes, research purposes, or data analysis. Notwithstanding the foregoing, if you connect with an Established Travel Policy of a Corporate User, that Corporate User also has right and title to your Client Data necessary for their internal bookkeeping purposes, subject to the license to Spotnana set forth above.
  9. Representations and Warranties with Respect to Client Data. With respect to any Client Data that Client imports, stores, or processes through the Subscription Services, Client represents, and warrants that:
    (a) It is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to use and to authorize Spotnana (and, where applicable, Authorized Users) to use and distribute Client Data as necessary to exercise the licenses granted by Client in this Agreement.

    (b) Client Data, and the use thereof as contemplated herein, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
    (c) Client’s privacy policies and practices allow Client to provide Client Data regarding Authorized Users to Spotnana, and does not prohibit or conflict with Spotnana’ ability to use, store, and disclose such Client Data as set forth in the Privacy Policy.




6. FEES


  1. Spotnana Fees. Client shall pay the Spotnana Fees as set forth in the applicable Order Form and in accordance with the terms and conditions set out therein. “Spotnana Fees” means any fees paid by Client for the Onboarding Services and the Subscription Services (including the Subscription Services accessed and used by its Authorized Users), including any Implementation Fees, Trip Fees and Member Fees, as defined and set forth in the applicable Order Form. For the abundance of caution it is hereby clarified that the Spotnana Fees do not include any Travel Vendor Fees to be paid or payable by Client in connection with the purchase by Client of Travel Services. The Spotnana Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Client shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any Spotnana Fees, other than any taxes based on Spotnana’ net income.
  2. Travel Vendor Fees. Fees payable to any Travel Vendor for the purchase of Travel Services by Authorized Users (the “Travel Vendor Fees”, and together with the Spotnana Fees, sometimes, the “Fees”), will be paid by Client to the applicable Travel Vendor. With respect to any Taxes charged on or applicable to the purchase or sale of Travel Services, Spotnana shall reflect such Taxes in invoices related to such Travel Vendor Fees and/or in the reporting available to Client, and Client shall be responsible for the payment of all such Taxes.
  3. Invoice and Payment
    (a) Travel Fees. Trip Fees due to Spotnana if any (as may set out in the applicable Order Form) as well as Travel Vendor Fees due to any Travel Vendor (collectively, the “Travel Fees”) shall be paid at the time Travel Services are booked and shall be paid by the Client’s credit card, unless otherwise agreed to by Spotnana. For the abundance of caution it is hereby clarified that Travel Fees will be payable by Client/Authorized User on all Trips booked by a Client/Authorized User, whether the booking has been done on Spotnana’s online platform or through the services of employees or agents of Spotnana. Client hereby authorizes Travel Agent to charge all such amounts to the card(s) provided by the Client or as provided in the profiles of the Client and/or the Authorized Users. Client is responsible for maintaining complete and accurate billing and contact information and notifying Spotnana of any changes to such information. All other charges (including any Trip Fees or Travel Vendor Fees that are not paid by Client’s credit card) will be invoiced by Spotnana to Client and are payable net 30 days. Unless otherwise agreed to by Spotnana, invoices will be sent by email only, to the Accounts Payable email address provided in the Order Form.
    (b) Payment by ACH. If Client is given the opportunity to select ACH Bank Transfer as its authorized payment method, Client may select either standard ACH Bank Transfer or ACH Auto-Pay, as described below. Regardless of the payment method selected, it is the responsibility of Client to maintain sufficient funds or credit in its designated account(s) to cover and timely pay any Fees, and to authorize its financial institution to authorize entries as transmitted by Client. Client understands that there may be a service charge for any Client charge that is denied due to insufficient funds. If Client elects standard ACH Bank Transfer, then Client shall receive an invoice in advance of the payment due date and shall initiate payment to Spotnana from its bank account to cover Fees due, on or before the payment due date. If Client elects ACH Auto-Pay, then Spotnana shall provide an invoice to Client in advance of the payment due date, and Client hereby authorizes Spotnana to initiate a debit transaction on the designated account on the payment due date without any further authorization on the part of Client. Spotnana may draw or transmit funds to its own order to pay any Fees.
    (c) Notwithstanding anything to the contrary contained in this Agreement, Client shall be solely responsible for, and pay, all charges billed to Spotnana relating to the provision of Travel Services to Client or its Authorized Users, including, without limitation, 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 Vendor.

    (d) If Spotnana is unable to charge the Fees to the payment information on file or if the 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 Client’s and all Authorized Users’ access to the Subscription Services if Fees remain overdue after reasonable notice is provided to Client. Spotnana shall not pursue its rights in the foregoing sentence with respect to Fees that are under a reasonable good faith dispute which Client is cooperating diligently to resolve. If undisputed Fees remain overdue for ninety (90) days or more, Client shall be obligated to reimburse Spotnana for the reasonable costs of collection, including reasonable fees and expenses of attorneys. All Spotnana Fees are non-refundable.




7. OWNERSHIP


The Subscription Services, the Spotnana Properties, including the Spotnana Apps and Spotnana Software (and all copies of the Spotnana Software), and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of Spotnana (except for any licensed content and software components included therein). The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Subscription Services, the Spotnana Apps and Spotnana Software provided by Spotnana (the “Materials”) are protected by all relevant intellectual property and proprietary rights and applicable laws. Except for the Client Data, all Materials are the property of Spotnana or its third-party licensors. Except as expressly authorized by Spotnana, Client may not make use of the Materials. Spotnana reserves all rights to the Materials not expressly granted in this Agreement. As used in this Agreement, the term “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.




8. WARRANTY AND DISCLAIMER


  1. Warranty. Spotnana warrants that:
    (a) In connection with the performance of the Spotnana Services, and without limiting any other representations or warranties given hereunder or under applicable law, Spotnana shall employ a standard of care, skill, and diligence consistent with the prevailing professional standards practiced in the industry; and
    (b) In performance of the Subscription Services hereunder Spotnana will (i) comply with all laws, ordinances, rules and regulations, whether federal, state or local applicable to a provider of services similar to the Subscription Services; (ii) procure and maintain, at its own expense, all necessary permits and licenses; and (iii) comply, and cause its employees and agents to comply, with all reasonable policies and procedures promulgated by Client as to Client premises.
  2. Client Use and Data. Spotnana shall have no liability for any claims, losses, or damage caused by errors or omissions in any information, including Client Data, provided to Spotnana by Client or by any Authorized User in connection with the Subscription Services. Except as otherwise set forth herein, Spotnana expressly disclaims any and all liability in connection with Client Data. Spotnana is under no obligation to edit or control Client Data that Client imports to or through the Subscription Services. Spotnana may, at any time without prior notice, remove any Client Data that violates this Agreement or applicable law, or which violates the rights of a third party, or Spotnana. Spotnana shall have no liability for any acts taken by Client or an Authorized User in violation of the Acceptable Use Policies described in Section 5.2, including but not limited to an Authorized User’s misuse of Client’s corporate credit card or violation of Client’s travel and expense policies.
  3. General Disclaimer. Except as expressly provided in Section 8.1, Spotnana makes no representations or warranties of any kind whatsoever, express or implied, in connection with this Agreement or the Spotnana Services. Without limiting the foregoing, except as expressly provided in Section 8.1, Spotnana disclaims any warranty that the Spotnana 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 Spotnana 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 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 8.3 and elsewhere in this Agreement shall be construed to comply with such applicable law.




9. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE.


  1. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Subscription Services, please notify Spotnana’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing: (a) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work that you claim is being infringed; (c) identification of the material that is claimed to be infringing and where it is located on the Subscription Services; (d) information reasonably sufficient to permit Spotnana to contact you, such as your address, telephone number, and email address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (f) a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
  2. Spotnana’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

    Attention: Copyright Agent
    Spotnana Technology, Inc.
    12 Greenway Plaza,
    Suite 1100,
    Houston, TX 77046
    legal@spotnana.com

    For clarity, only DMCA notices should go to the Spotnana Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Spotnana via email to support@spotnana.com.




10. NDEMNIFICATION


  1. Indemnification by Spotnana. Spotnana agrees to indemnify and hold harmless Corporate User, its directors, officers, employees, agents, and affiliates against any claims, damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees) (collectively, “ Losses”) in connection with any third party claim or action that arises from an alleged infringement or misappropriation by the Subscription Services of any United States patent or any copyright or misappropriation of any trade secret. The obligations in this Section 10.1 do not apply with respect to portions or components of the Subscription Service to the extent: (i) not supplied by Spotnana; (ii) that are modified after delivery by Spotnana where the alleged infringement relates to such modification; or (iii) combined with other products, processes or materials where the alleged infringement relates to such combination; or (iv) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Client’s use of the Subscription Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Subscription 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 Subscription Service to be non-infringing, or (b) obtain for Client a license to continue using the Subscription Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused Spotnana Fees for the Service. Spotnana’ obligations under this Section 10.1 are contingent upon: (a) Client providing Spotnana with prompt written notice of such claim; (b) Client providing reasonable cooperation to Spotnana, at Spotnana’ expense, in the defense and settlement of such claim; and (c) Spotnana having sole authority to defend or settle such claim.
  2. Indemnification by Client. Client agrees to indemnify and hold harmless Spotnana, its officers, directors, officers, employees, agents and Affiliates from and against any Losses, arising out of or in any way connected with Client’s, and in the instance of a Corporate User, any of its’ Authorized Users’ access to or use of, the Subscription Services, or Client’s and in the instance of a Corporate User, any of its Authorized Users’ violation of this Agreement, including without limitation any breach of any representations or warranties herein, any infringement of Spotnana’s Intellectual Property Rights, and any claim by a third party that the Client Data infringes such third party’s intellectual property rights.




11. LIMITATION OF LIABILITY


  1. Acknowledgment. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SUBSCRIPTION SERVICES AND THE SPOTNANA APPS’ CONTENT REMAINS WITH YOU.
  2. Exclusion of Certain Damages. EXCEPT AS PROVIDED IN SECTION 11.4 BELOW, IN NO EVENT WILL EITHER SPOTNANA OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SPOTNANA SERVICES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES THAT MAY CONSIST OF LOST PROFITS OR LOST BUSINESS OPPORTUNITY OR LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SUBSCRIPTION SERVICE), OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR INABILITY TO USE THE SPOTNANA SERVICES, THE SPOTNANA APPS’ CONTENT OR THE TRAVEL SERVICES), REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
  3. Liability Cap. EXCEPT AS PROVIDED IN SECTION 11.4 BELOW, IN NO EVENT SHALL SPOTNANA’S AGGREGATE LIABILITY TO THE CLIENT IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL SPOTNANA FEES PAID BY CLIENT IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. THE LIMITATIONS OF DAMAGES SET FORTH IN SECTIONS 11.2 AND 11.3 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPOTNANA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE EXCLUSION OF DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL (A) APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR ANY OTHER LEGAL THEORY, AND (B) BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY STATED HEREIN.
  4. Certain Exclusions. THE DAMAGES EXCLUSIONS AND CAP IN SECTION 11.2 AND SECTION 11.3 ABOVE SHALL NOT APPLY SOLELY TO THE INDEMNIFICATION OBLIGATIONS OF SPOTNANA AS SET OUT IN SECTION 10.1.​​​​​​​​​​​​​​​​​​​​​




13. DISPUTES


PLEASE READ THIS SECTION CAREFULLY: IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SPOTNANA CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SPOTNANA TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

  1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other party through reasonable means and providing notice of the dispute. Both Parties will use good faith efforts to attempt to reach a resolution. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding.
  2. Agreement to Arbitrate. Spotnana and Client agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Spotnana Properties, or Client’s use of the Subscription Services including the determination of the scope or applicability of this agreement to arbitration (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. THIS MEANS THAT YOU AND SPOTNANA BOTH AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY. Any Dispute shall be resolved exclusively by binding arbitration pursuant to the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association ("AAA"), but the parties do not necessarily intend for the AAA to administer the arbitration. The arbitration will take place in San Francisco, CA, or any other location mutually agreeable to the Parties, and the internal laws of the State of California (other than conflicts of laws rules) and of the United States of America shall apply. Part or all of the arbitration may be conducted by telephone or based on written submissions, and will not require the personal appearance of the parties or any witnesses unless otherwise agreed by the parties. The allocation of costs and fees for such arbitration shall be determined in accordance with the AAA Rules. If such costs are finally determined to be excessive in a consumer dispute, Spotnana will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitration shall be conducted by a single, neutral arbitrator engaged in the practice of law who is mutually agreed upon by the Parties or failing such agreement within 14 days from the delivery of the original arbitration demand, each Party shall select one arbitrator and the two selected arbitrators shall mutually agree upon the selection of a third arbitrator within 30 days from the delivery of the original arbitration demand. The arbitrator's decision and award shall be final and binding and may be entered in any court with jurisdiction. Nothing in this User Agreement will prevent a party from seeking injunctive or other equitable relief with respect to the infringement, misappropriation or other violation of such party’s intellectual property or other proprietary rights in any court of competent jurisdiction. In the event the foregoing agreement to arbitrate is deemed unlawful, void, or for any reason unenforceable with respect to any claim, dispute or controversy, then you agree that any such claim, dispute or controversy shall be filed and adjudicated only in the state and federal courts located in San Francisco, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this User Agreement.
  3. Exceptions. Either party may bring a lawsuit in the state or federal courts located in San Francisco, California (i) to enforce the arbitration provisions of this Agreement, or (ii) for equitable relief. Spotnana and Client hereby consent to exclusive jurisdiction in such courts.
  4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANOTHER CLIENT OR USER.




14. PRIVACY


See Spotnana’s Privacy Policy for information and notices concerning Spotnana’s collection and use of your personal information.




SPOTNANA TRAVEL ADDENDUM


This Spotnana Travel Addendum governs the reservation, purchase and use of all Travel Services, and is incorporated into the Spotnana Terms and Conditions of Service Agreement (the “Agreement”). All terms used in this Travel Addendum but not defined herein shall have the same meaning as assigned to them under the Agreement.

  1. Use of the Travel Services. Client and each Authorized User acknowledges and agrees that:
    (a) Spotnana acts only as a booking platform for the Travel Vendors and is not responsible for the acts or omissions of Travel Vendors, including, without limitation, their failure to provide services, adhere to their own schedules, provide services or refunds, financial default, failure to honor future trip credits, or otherwise honor their contracts. We have no special knowledge regarding the financial conditions of any Travel Vendor and accordingly will have no liability for recommending a trip credit in lieu of a refund. In our role as a booking platform and provider of Subscription Services, we act as an intermediary agent and independent third party between you and the Travel Vendors; no joint venture, partnership, employment, agency, representative, fiduciary or similar relationship exists between you and us, or any Travel Vendor, as a result of your use of our Travel Services. We assist you in finding Travel Vendors and making certain arrangements for travel. We consider various factors in identifying Travel Vendors and recommending specific itineraries.
    (b) Additional terms, conditions , policies, rules, or restrictions dictated by the applicable Travel Vendor (the “Travel Vendor Terms”) shall apply to your reservation and/or purchase of applicable Travel Services. By purchasing any Travel Services through the Subscription Services, you agree to abide by all the Travel Vendor Terms, and to be bound by the limitations therein, including, payment of all amounts when due and compliance with the applicable Travel Vendor Terms. If the Travel Vendor Terms are ever in conflict with the Agreement, the Agreement including this Spotnana Travel Addendum, will control all issues relating to the liabilities and responsibilities of Spotnana. You understand that any violation of any such Travel Vendor Terms, including timely payment, may result in: (i) you forfeiting any monies paid for such reservation or purchase, (ii) cancellation of your reservation or purchase, (iii) you being denied access to any flights, hotels, or any other products or services, and (iv) us debiting your account for any costs we incur as a result of such violation. You acknowledge and agree that: (i) Travel Vendors may change their prices without notice prior to reservation or purchase by you, and (ii) you shall be responsible for all charges, fees, duties, taxes, and assessments arising out of your use of Travel Services, including, without limitation, all reservations and purchases you make through the Travel Services. You acknowledge that some Travel Vendors may require you to sign a liability waiver or other forms prior to using their services, and you understand that your unwillingness to do so may result in a cancellation of your reservation(s), being denied access to the Travel Vendor’s services, and forfeiting any monies paid for such reservation(s), in accordance with applicable Travel Vendor Terms. Through the Travel Services you may make a reservation for a combination of two one-way air tickets instead of a roundtrip air ticket. Unlike roundtrip air tickets, each one-way ticket is subject to its own rules, restrictions, and fees. If one of these flights is affected by an airline change (e.g., cancellation or rescheduling) that causes a you to make changes to the other flight, you acknowledge that you shall be responsible for any fees incurred for making changes to the unaffected flight, including any difference in fare and change/cancellation penalties.
    (c) At the time of reservation/purchase, your credit/charge card may be charged the total cost of the Travel Vendor products and services that you selected, including taxes and fees (but excluding any mandatory hotel-imposed charges that may be applicable upon check out from the hotel). You may see separate charges on your credit/charge card statement (from Spotnana and from the Travel Vendors you selected). If applicable, certain mandatory hotel-imposed charges are payable to the property upon check-out (e.g., mandatory resort fees); any incidental charges that you make during your stay will be charged to you by the property upon check-out, including but not limited to parking, phone calls, internet access and room service. Some properties have age requirements; please check with the property for more information. Your reservation/purchase includes the products/services that you selected; therefore, if baggage, seat-selection, or similar ancillary items were not included in those products/services, additional Travel Vendor fees may apply. If you purchased a flight, your flight is not confirmed until ticketed.
    (d) You are solely responsible for reviewing and complying with Travel Vendors’ restrictions and requirements, including with respect to luggage allowances and restrictions, as well as bag-check and check-in timing requirements, and COVID-19 specific rules and requirements; and all purchases of Travel Services are subject to fare rules and any other terms and conditions presented at the time such booking is made, including without limitation, rules regarding refunds and/or cancellations
    (e) You may only use the Travel Services to make legitimate reservations or purchases for you or other persons for whom you are authorized to act, and you shall not use any Travel Services for any other purposes, including, without limitation, making any speculative, false, fictitious or fraudulent reservation. You shall not use, nor shall you permit any use of, any Subscription Services in conjunction with any of your activities or by anyone that resides, stays, or is accessing a Travel Service from a country prohibited under U.S. export and/or Office of Foreign Assets Control regulations, including, without limitation, regulations based upon sanctions, country programs against, or embargoes. For more information regarding these regulations, visit www.treas.gov/ofac. You shall become unauthorized to use any Subscription Services in the event of a breach of these obligations, and you shall indemnify and hold harmless us and Travel Vendors for any breach of this section.
    (f) You represent and warrant that: (i) you are of sufficient legal age to use the Travel Services and to create binding legal obligations for any liability you may incur as a result of the use of the Travel Services, (ii) you shall supervise all use of Travel Services by minors using your name or account, and (iii) all information supplied by you, or using your name or account, in using Travel Services is true, complete, and correct. You acknowledge and agree that: (i) you are financially responsible for all uses of Travel Services by you and those using your name and/or account, (ii) some Travel Vendors have age requirements and restrictions for use of their products and services, and you and those traveling with you shall be subject to such requirements and restrictions, and (iii) should you make a reservation and/or purchase for other people, you shall inform those people of all terms, conditions, policies, rules, and restrictions that apply.
  2. Travel Services Disclaimer. Spotnana does not guarantee the description of the Travel Services and the accuracy of the information displayed on the Subscription Services (including, without limitation, the summary of the Travel Service (including a summary of the fare rules), the photographs, list of hotel amenities, pricing, general product descriptions, etc.). Spotnana disclaims any and all liability for any inaccuracies or other errors relating to the Travel Services except to the extent such errors are introduced or caused by a willful act of Spotnana. Spotnana expressly reserves the right to correct any pricing errors on the Subscription Services and/or pending reservations made under an inaccurate and/or incorrect price.
  3. Travel Risk. By offering reservations for Travel Services via the Subscription Services, in particular for international destinations, Spotnana does not represent or warrant that travel to such areas is advisable or without risk, and is not liable for damages or losses that may result from travel to such destinations. The Travel Vendors are independent contractors and not agents, subcontractors, or employees of Spotnana. Spotnana disclaims all liability relating to the actions or inactions of Travel Vendors or to any Travel Services, including any actions or inactions that result in any personal injuries, death, property damage, or other damages to Client or an Authorized User. Spotnana has no liability to Client or any Authorized User and will make no refund in the event of any delay, cancellation, overbooking, strike, force majeure or other causes beyond Spotnana’ control.

    COVID-19 Disclaimer:

    (a) Health and Other Hazards: You agree that it is your personal decision to travel, and you are doing so with full knowledge of current travel recommendations and travel restrictions with regards to the risks of COVID-19. We assume no responsibility for and shall not be liable for unsafe conditions or health hazards including pandemics or other illnesses. We have no special knowledge of dangers during travel or at destinations. For information related to such dangers, we recommend going to the State Department travel website at www.travel.state.gov, click on "Find International travel Information” then click on "Country Information", and fill in the name of the destination country. For medical and health information, we recommend going to the Centers for Disease Control website at www.cdc.gov/travel, then click on “Destinations” and scroll to the name of the destination country.
    (b) Rules of Travel Vendors and Governments: We have no responsibility for COVID-19-related requirements that travel suppliers and governments may impose from time to time, such as health affidavit forms, health screenings prior to departure or upon arrival, face coverings, or quarantines. For the latest COVID-19 government travel regulations, we recommend going to IATA’s website at https://www.iatatravelcentre.com/international-travel-document-news/1580226297.htm. For the latest Travel Vendor requirements, check the Travel Vendor’s home page.
  4. Travel Vendor Disclaimer.
    TRAVEL VENDORS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR AGENTS OF SPOTNANA. WE ACT SOLELY AS A BOOKING PLATFORM FOR TRAVEL VENDORS AND ARE NOT LIABLE FOR, INCLUDING, WITHOUT LIMITATION, THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR NEGLIGENCE OF ANY SUCH TRAVEL VEDNDOR OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOSS, ACCIDENT, DELAY, IRREGULARITY, OR ANY OTHER DAMAGES OR EXPENSES RESULTING THEREFROM, WHETHER DIRECTLY OR INDIRECTLY. WE SHALL HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, SCHEDULE CHANGE, CESSATION OF OPERATIONS, LABOR DISPUTE, STRIKE, ACTS OF GOVERNMENT, ACTS OF WAR, TERRORISM, DISEASE, QUARANTINE, WEATHER OR OTHER FORCE MAJEURE EVENT OR OTHER CAUSE BEYOND OUR DIRECT CONTROL (EXCEPT WHERE REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW). WE HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, OR RE-ROUTING CAUSED BY ANY ACTS OR OMISSIONS OF ANY TRAVEL VENDOR OR GOVERNMENTAL AUTHORITY. THE FACT THAT WE INCLUDE OR OFFER ANY PRODUCT OR SERVICE ON/THROUGH THE TRAVEL SERVICES DOES NOT MEAN WE ARE ENDORSING OR RECOMMENDING SUCH PRODUCT OR SERVICE. ANY AND ALL CLAIMS REGARDING ANY PRODUCTS AND SERVICES OFFERED THROUGH THE TRAVEL SERVICES ARE LIMITED TO CLAIMS AGAINST THE TRAVEL VENDOR OF SUCH PRODUCTS AND SERVICE. WE HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OUR INDIRECT DAMAGES, IN CONNECTION WITH PRODUCTS OR SERVICES PROVIDED BY ANY TRAVEL VENDOR THROUGH THE TRAVEL SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY, DEATH, PROPERTY DAMAGE, LOSS, ACCIDENT, DELAY, IRREGULARITY OR ANY OTHER DAMAGES OR EXPENSES WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENCE, OR OTHERWISE, OF SUCH TRAVEL VENDOR AND YOU HEREBY EXONERATE US FROM ANY LIABILITY WITH RESPECT TO THE SAME.
  5. Prices and Surcharges
    (a) Only items and fees explicitly advertised as included in the price of a Travel Service will be included as part of Travel Service’s advertised price. Spotnana will use commercially reasonable endeavors to publish and maintain accurate prices and information for Travel Services through the Subscription Services and through our agents. Travel Vendors provide us with the price, availability and other information related to the Travel Services. In the event, however, that a Travel Service is listed or provided to us at an incorrect price or with incorrect information due to typographical error or other error in pricing or service information received from a Travel Vendor, we retain the right to refuse or cancel any purchase for such Travel Service, whether or not the order has been confirmed and/or your credit card charged. If your credit card has already been charged for the purchase and your purchase is canceled because of incorrect Travel Vendor information, we will promptly issue a credit to your credit card account in the amount of the charge.
    (b) Travel Services involving airline and cruise components are subject to Travel Vendors’ supplemental price increases that may be imposed by the Travel Vendor and/or government, even after you have completed your purchase. You hereby consent to any such price increases and authorize your credit or debit card to be used for them.
    (c) We expressly reserve the right to correct any pricing errors for Travel Services and/or on pending reservations made under an incorrect price. In such an event, if available, we will offer you the opportunity to keep your pending reservation at the correct price or we will cancel your reservation without penalty.
    (d) Our prices are contractual tariffs. No claim relating to the price of a Trip will be considered once the reservation is effective. All prices are quoted in US dollars (USD) unless otherwise denoted. Rates for Travel Services are based on tariffs and exchange rates in effect at the time of posting and are subject to change prior to departure. Substantial changes in tariffs, exchange rates, the price of fuel, services and labor sometimes increase the cost of Travel Service arrangements significantly
  6. Cancellation Substitution, Alteration Policies; Insurance
    (a) Cancellations or Modifications attributable to Authorized User: Once ticketed, the name on the ticket cannot be changed and tickets are non-transferable. Cancellations, substitutions, no-shows, and/or alteration of terms of any Travel Services purchased vary by Travel Vendor. Your reservation/purchase may be non-refundable and non-cancellable. It is your responsibility to familiarize yourself with the applicable Travel Vendor Terms prior to purchase, so we urge you to read them carefully. You will be responsible for any and all charges and fees levied by the Travel Vendor in connection with any such cancellation, substitution, no-show, or other alteration (each, a “Change”). In case of any such Change, Spotnana will refund to the Authorized User the corresponding booking amounts less any costs applied by the Travel Vendor for such Change (provided that said Travel Vendor expressly allows and previously reimburses such amount to Spotnana). In this regard, Spotnana may, at its sole discretion, refund the corresponding amount, if applicable, by wire transfer to the Client/Authorized User’s bank account or by means of discounting such amount from the next invoice to be issued to the Client/Authorized User. Upon such receipt, you are responsible for promptly reviewing your reservation/purchase confirmation/itinerary for accuracy and immediately notifying us of any errors. If your reservation/purchase is with multiple Travel Vendors, and if cancellation is permitted by one Travel Vendor and not the other, you will not be refunded for the portion of your trip for which cancellations are not permitted and you will be required to cancel your entire trip.
    (b) Cancellations and/or Alterations not attributable to Authorized User: Due to Force Majeure or Travel Vendor requests, changes and/or cancellations may need to be made to confirmed purchases. While we always endeavor to avoid changes and cancellations, we must reserve the right to do so and to substitute alternative arrangements of comparable monetary value. Spotnana reserves the right to adjust the Travel Service or change the modes of ground and air travel, change the quality of accommodations or otherwise change the Travel Service without prior notice. We accept no liability for loss of enjoyment as a result of these changes. Any additional charges incurred arising from the postponement, delay or extension of a Trip or adjustment to the itinerary due to Force Majeure will be the Authorized User’s responsibility. Spotnana will attempt to provide Authorized Users’ with advanced notice of any changes to a Trip or Travel Services to the extent commercially possible
    (c) Insurance: For your protection, we strongly recommend that you purchase trip cancellation and travel accident insurance. Please note that, unless you buy a cancel-for-any-reason policy, most policies have a specific clause stating they do not cover epidemics and pandemics, especially when travel warnings are in place. No representation or description of the insurance made by our staff constitutes a binding assurance or promise about the insurance. You agree to hold us harmless for your election not to purchase travel insurance or for any denial of claim by travel insurer as it relates to COVID-19 or any other claim under the policy.
  7. Issuing Travel Documents. Travel documents will only be sent to the purchasing Authorized User who places the order and personally agrees to this Agreement (including, without limitation, this Spotnana Travel Addendum). Should you change your email address, phone number, or address before your departure date, you are required to advise us of the change. If an Authorized Traveler provides incorrect information to Spotnana, we do not assume any liability if the purchase is adversely affected or made impossible by the non-receipt of travel documents.
  8. Passports, Visas, Reciprocity Fees, and Travel Health Requirements. You assume full and complete responsibility for checking and verifying any and all passport, visa, vaccination, or other entry requirements of your destination and your connecting points, and all conditions regarding health, safety, security, political stability, and labor or civil unrest at such destination. Many countries require your passport to be valid for six months or more after your date of entry. Some countries will not admit persons convicted of a crime. Some countries require both parents’ consent for minors to travel.
  9. Credit Card Merchant. We also strongly recommend that you use a credit card for your purchase of Travel Services, so that you can exercise your rights under the Fair Credit Billing Act if you do not receive the Travel Services you purchased. However, if we are the credit card merchant, our role is to facilitate the sale, collect funds on your behalf, and remit those funds to the applicable Travel Vendors. If the Travel Vendors do not provide the Travel Services, your only recourse would be against the applicable Travel Vendor, and you agree not to initiate a chargeback against us.
  10. Algorithm. The Subscription Services make use of certain proprietary algorithms (collectively, the “Spotnana Algorithm”) that take into account factors such as Established Travel Policies, Authorized User profiles and behavior, current market conditions, and other relevant factors to determine dynamic travel policy limits, market price, sorting of Travel Services results, availability of special products and discounts, or other features. The Spotnana Algorithm does not determine or affect the price of any Travel Services. Client acknowledges that the Spotnana Algorithm is a dynamic feature of the Subscription Services and may display different results in connection with different Authorized Users, travel dates, locations and other profile and search elements.
  11. Modification. Spotnana reserves the right, at its sole discretion, to enhance, modify, discontinue or terminate all or any portion of this Spotnana Travel Addendum, at any time and without prior notice. If we modify this Spotnana Travel Addendum, we will post the modification on the Spotnana Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of this Spotnana Travel Addendum or on the Spotnana Web App or Spotnana Mobile App. If you do not agree to any change(s) after such notice of such change(s) is provided or posted, you shall stop using the Spotnana Services to purchase the Travel Services. Otherwise, your continued use of the Spotnana Services to purchase Travel Services, constitutes your acceptance of such change(s).
  12. Claims Deadline. YOU AGREE TO PRESENT ANY CLAIMS AGAINST US RELATING TO TRAVEL SERVICES WITHIN 30 DAYS AFTER YOUR TRIP ENDS AND TO FILE SUIT WITHIN ONE YEAR OF THE INCIDENT, AND YOU ACKNOWLEDGE THAT THIS EXPRESSLY LIMITS THE APPLICABLE STATUTE OF LIMITATIONS TO ONE YEAR.




COVID-19 DISCLAIMER


Health and Other Hazards: You agree that it is your personal decision to travel, and you are doing so with full knowledge of current travel recommendations and travel restrictions with regards to the risks of COVID-19. We assume no responsibility for and shall not be liable for unsafe conditions or health hazards including pandemics or other illnesses. We have no special knowledge of dangers during travel or at destinations. For information related to such dangers, we recommend going to the State Department travel website at www.travel.state.gov, click on "Find International travel Information” then click on "Country Information", and fill in the name of the destination country. For medical and health information, we recommend going to the Centers for Disease Control website at www.cdc.gov/travel, then click on “Destinations” and scroll to the name of the destination country. Rules of Travel Vendors and Governments: We have no responsibility for COVID-19-related requirements that travel suppliers and governments may impose from time to time, such as health affidavit forms, health screenings prior to departure or upon arrival, face coverings, or quarantines. For the latest COVID-19 government travel regulations, we recommend going to IATA’s website at https://www.iatatravelcentre.com/international-travel-document-news/1580226297.htm. For the latest Travel Vendor requirements, check the Travel Vendor’s home page. Travel Vendor Disclaimer. TRAVEL VENDORS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR AGENTS OF SPOTNANA. WE ACT SOLELY AS A BOOKING PLATFORM FOR TRAVEL VENDORS AND ARE NOT LIABLE FOR, INCLUDING, WITHOUT LIMITATION, THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR NEGLIGENCE OF ANY SUCH TRAVEL VEDNDOR OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOSS, ACCIDENT, DELAY, IRREGULARITY, OR ANY OTHER DAMAGES OR EXPENSES RESULTING THEREFROM, WHETHER DIRECTLY OR INDIRECTLY. WE SHALL HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, SCHEDULE CHANGE, CESSATION OF OPERATIONS, LABOR DISPUTE, STRIKE, ACTS OF GOVERNMENT, ACTS OF WAR, TERRORISM, DISEASE, QUARANTINE, WEATHER OR OTHER FORCE MAJEURE EVENT OR OTHER CAUSE BEYOND OUR DIRECT CONTROL (EXCEPT WHERE REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW). WE HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, OR RE-ROUTING CAUSED BY ANY ACTS OR OMISSIONS OF ANY TRAVEL VENDOR OR GOVERNMENTAL AUTHORITY. THE FACT THAT WE INCLUDE OR OFFER ANY PRODUCT OR SERVICE ON/THROUGH THE TRAVEL SERVICES DOES NOT MEAN WE ARE ENDORSING OR RECOMMENDING SUCH PRODUCT OR SERVICE. ANY AND ALL CLAIMS REGARDING ANY PRODUCTS AND SERVICES OFFERED THROUGH THE TRAVEL SERVICES ARE LIMITED TO CLAIMS AGAINST THE TRAVEL VENDOR OF SUCH PRODUCTS AND SERVICE. WE HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OUR INDIRECT DAMAGES, IN CONNECTION WITH PRODUCTS OR SERVICES PROVIDED BY ANY TRAVEL VENDOR THROUGH THE TRAVEL SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY, DEATH, PROPERTY DAMAGE, LOSS, ACCIDENT, DELAY, IRREGULARITY OR ANY OTHER DAMAGES OR EXPENSES WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENCE, OR OTHERWISE, OF SUCH TRAVEL VENDOR AND YOU HEREBY EXONERATE US FROM ANY LIABILITY WITH RESPECT TO THE SAME. Prices and Surcharges. Only items and fees explicitly advertised as included in the price of a Travel Service will be included as part of Travel Service’s advertised price. Spotnana will use commercially reasonable endeavors to publish and maintain accurate prices and information for Travel Services through the Subscription Services and through our agents. Travel Vendors provide us with the price, availability and other information related to the Travel Services. In the event, however, that a Travel Service is listed or provided to us at an incorrect price or with incorrect information due to typographical error or other error in pricing or service information received from a Travel Vendor, we retain the right to refuse or cancel any purchase for such Travel Service, whether or not the order has been confirmed and/or your credit card charged. If your credit card has already been charged for the purchase and your purchase is canceled because of incorrect Travel Vendor information, we will promptly issue a credit to your credit card account in the amount of the charge. Travel Services involving airline and cruise components are subject to Travel Vendors’ supplemental price increases that may be imposed by the Travel Vendor and/or government, even after you have completed your purchase. You hereby consent to any such price increases and authorize your credit or debit card to be used for them. We expressly reserve the right to correct any pricing errors for Travel Services and/or on pending reservations made under an incorrect price. In such an event, if available, we will offer you the opportunity to keep your pending reservation at the correct price or we will cancel your reservation without penalty. Our prices are contractual tariffs. No claim relating to the price of a Trip will be considered once the reservation is effective. All prices are quoted in US dollars (USD) unless otherwise denoted. Rates for Travel Services are based on tariffs and exchange rates in effect at the time of posting and are subject to change prior to departure. Substantial changes in tariffs, exchange rates, the price of fuel, services and labor sometimes increase the cost of Travel Service arrangements significantly. Cancellation Substitution, Alteration Policies; Insurance Cancellations or Modifications attributable to Authorized User: Once ticketed, the name on the ticket cannot be changed and tickets are non-transferable. Cancellations, substitutions, no-shows, and/or alteration of terms of any Travel Services purchased vary by Travel Vendor. Your reservation/purchase may be non-refundable and non-cancellable. It is your responsibility to familiarize yourself with the applicable Travel Vendor Terms prior to purchase, so we urge you to read them carefully. You will be responsible for any and all charges and fees levied by the Travel Vendor in connection with any such cancellation, substitution, no-show, or other alteration (each, a “Change”). In case of any such Change, Spotnana will refund to the Authorized User the corresponding booking amounts less any costs applied by the Travel Vendor for such Change (provided that said Travel Vendor expressly allows and previously reimburses such amount to Spotnana). In this regard, Spotnana may, at its sole discretion, refund the corresponding amount, if applicable, by wire transfer to the Client/Authorized User’s bank account or by means of discounting such amount from the next invoice to be issued to the Client/Authorized User. Upon such receipt, you are responsible for promptly reviewing your reservation/purchase confirmation/itinerary for accuracy and immediately notifying us of any errors. If your reservation/purchase is with multiple Travel Vendors, and if cancellation is permitted by one Travel Vendor and not the other, you will not be refunded for the portion of your trip for which cancellations are not permitted and you will be required to cancel your entire trip. Cancellations and/or Alterations not attributable to Authorized User: Due to Force Majeure or Travel Vendor requests, changes and/or cancellations may need to be made to confirmed purchases. While we always endeavor to avoid changes and cancellations, we must reserve the right to do so and to substitute alternative arrangements of comparable monetary value. Spotnana reserves the right to adjust the Travel Service or change the modes of ground and air travel, change the quality of accommodations or otherwise change the Travel Service without prior notice. We accept no liability for loss of enjoyment as a result of these changes. Any additional charges incurred arising from the postponement, delay or extension of a Trip or adjustment to the itinerary due to Force Majeure will be the Authorized User’s responsibility. Spotnana will attempt to provide Authorized Users’ with advanced notice of any changes to a Trip or Travel Services to the extent commercially possible. Insurance: For your protection, we strongly recommend that you purchase trip cancellation and travel accident insurance. Please note that, unless you buy a cancel-for-any-reason policy, most policies have a specific clause stating they do not cover epidemics and pandemics, especially when travel warnings are in place. No representation or description of the insurance made by our staff constitutes a binding assurance or promise about the insurance. You agree to hold us harmless for your election not to purchase travel insurance or for any denial of claim by travel insurer as it relates to COVID-19 or any other claim under the policy. Issuing Travel Documents. Travel documents will only be sent to the purchasing Authorized User who places the order and personally agrees to this Agreement (including, without limitation, this Spotnana Travel Addendum). Should you change your email address, phone number, or address before your departure date, you are required to advise us of the change. If an Authorized Traveler provides incorrect information to Spotnana, we do not assume any liability if the purchase is adversely affected or made impossible by the non-receipt of travel documents. Passports, Visas, Reciprocity Fees, and Travel Health Requirements. You assume full and complete responsibility for checking and verifying any and all passport, visa, vaccination, or other entry requirements of your destination and your connecting points, and all conditions regarding health, safety, security, political stability, and labor or civil unrest at such destination. Many countries require your passport to be valid for six months or more after your date of entry. Some countries will not admit persons convicted of a crime. Some countries require both parents’ consent for minors to travel. Credit Card Merchant. We also strongly recommend that you use a credit card for your purchase of Travel Services, so that you can exercise your rights under the Fair Credit Billing Act if you do not receive the Travel Services you purchased. However, if we are the credit card merchant, our role is to facilitate the sale, collect funds on your behalf, and remit those funds to the applicable Travel Vendors. If the Travel Vendors do not provide the Travel Services, your only recourse would be against the applicable Travel Vendor, and you agree not to initiate a chargeback against us. Algorithm. The Subscription Services make use of certain proprietary algorithms (collectively, the “Spotnana Algorithm”) that take into account factors such as Established Travel Policies, Authorized User profiles and behavior, current market conditions, and other relevant factors to determine dynamic travel policy limits, market price, sorting of Travel Services results, availability of special products and discounts, or other features. The Spotnana Algorithm does not determine or affect the price of any Travel Services. Client acknowledges that the Spotnana Algorithm is a dynamic feature of the Subscription Services and may display different results in connection with different Authorized Users, travel dates, locations and other profile and search elements. Modification. Spotnana reserves the right, at its sole discretion, to enhance, modify, discontinue or terminate all or any portion of this Spotnana Travel Addendum, at any time and without prior notice. If we modify this Spotnana Travel Addendum, we will post the modification on the Spotnana Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of this Spotnana Travel Addendum or on the Spotnana Web App or Spotnana Mobile App. If you do not agree to any change(s) after such notice of such change(s) is provided or posted, you shall stop using the Spotnana Services to purchase the Travel Services. Otherwise, your continued use of the Spotnana Services to purchase Travel Services, constitutes your acceptance of such change(s). Claims Deadline. YOU AGREE TO PRESENT ANY CLAIMS AGAINST US RELATING TO TRAVEL SERVICES WITHIN 30 DAYS AFTER YOUR TRIP ENDS AND TO FILE SUIT WITHIN ONE YEAR OF THE INCIDENT, AND YOU ACKNOWLEDGE THAT THIS EXPRESSLY LIMITS THE APPLICABLE STATUTE OF LIMITATIONS TO ONE YEAR.




12. CONFIDENTIAL INFORMATION


  1. CONFIDENTIAL INFORMATION. “Confidential Information” means any technical and business information disclosed by a Party to the other Party (the “Receiving Party”) in discussions and activities related to this Agreement, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Client’s Confidential Information includes the Client Data. Spotnana’s Confidential Information includes the Spotnana Properties, the Subscription Services and Aggregated Data, the terms and conditions of and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Spotnana. Any performance information relating to the Services, and the terms and conditions of this Agreement will be deemed Confidential Information of Spotnana. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither Party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Neither Party shall disclose Confidential Information except to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. The Receiving Party’s obligations under this Section will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.




15. GENERAL


  1. Modification. Spotnana reserves the right, at its sole discretion, to enhance, modify, discontinue or terminate all or any portion of the Subscription Services or to modify this Agreement, at any time and without prior notice. If we modify this Agreement, we will post the modification on the Spotnana Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of this Agreement or on the Spotnana Web App or Spotnana Mobile Apps. If you do not agree to any change(s) after such notice of such change(s) is provided or posted, you shall stop using the Subscription Services and the Spotnana Properties. Otherwise, your continued use of the Subscription Services or any Spotnana Property, constitutes your acceptance of such change(s).
  2. Accessing and Downloading the Spotnana Mobile App from Mobile App Provider. You acknowledge and agree that the availability of the Spotnana Mobile App and certain Subscription Services is dependent on the third party application store or distribution platform through whom you accessed or downloaded the Spotnana Mobile App (each a “Mobile App Provider”). You acknowledge and agree that:
    (a) This Agreement is concluded between you and Spotnana only, and not the Mobile App Provider. Spotnana, not the Mobile App Provider, is solely responsible for the Spotnana Mobile App and content thereof.
    (b) The Mobile App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Spotnana Mobile App.
    (c) In the event of any failure of the Spotnana Mobile App to conform to any applicable warranty, you may notify the Mobile App Provider, and the Mobile App Provider will refund the purchase price for the Spotnana Mobile App to you and to the maximum extent permitted by applicable law, the Mobile App Provider will have no other warranty obligation whatsoever with respect to the Spotnana Mobile App. As between Spotnana and the Mobile App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Spotnana.
    (d) As between Spotnana and the Mobile App Provider, the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Spotnana Mobile App or your possession and use of the Spotnana Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Spotnana Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    (e) In the event of any third party claim that the Spotnana Mobile App or your possession and use of that Spotnana Mobile App infringes that third party’s intellectual property rights, as between Spotnana and the Mobile App Provider, Spotnana, not the Mobile App Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
    (f) The Mobile App Provider, and the Mobile App Provider’s subsidiaries, are third party beneficiaries of this Agreement as related to your license of the Spotnana Mobile App, and that, upon your acceptance of the terms and conditions of this Agreement, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Spotnana Mobile App against you as a third party beneficiary thereof.
    (g) Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the Spotnana Mobile App.
  3. Assignment. Client may not assign or transfer this Agreement, by operation or law or otherwise, without Spotnana’s prior written consent. Any attempt by the Client to assign or transfer this Agreement without such consent, will be null and void. Spotnana may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
  4. 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.
  5. Governing Law; Jurisdiction and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions, and without regard to the United Nations Convention on the International Sale of Goods.
  6. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Client may also be sent to the applicable account email address, and are deemed given when sent. Notices to Spotnana must be sent to: Spotnana Technology, Inc.,
    12 Greenway Plaza,
    Suite 100, Houston, TX 77046.
  7. Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each Party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any purchase order or other business form employed by Client will supersede the terms and conditions of this Agreement.
  8. Entire Agreement. This Agreement (including all exhibits, addendums and Spotnana policies referred to in this Agreement and any Order Forms) 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.
  9. Force Majeure. Spotnana shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder, including any or all of the Subscription Services, during any period in which such performance is prevented or delayed due to Force Majeure. “Force Majeure” refers to any event beyond Spotnana’s reasonable control, including but not limited to acts of God, severe weather, fire, flood, mudslides, hurricanes, tornadoes, earthquakes, war, labor disputes, strikes, political unrest, natural or nuclear disaster, national security risks, pandemics, epidemics, World Health Organization’s advisories and/or alerts, Center for Disease Control’s advisories and/or alerts, U.S. State Department’s advisories and/or alerts, any order of any local, provincial or federal government authority, interruption of power services, terrorism or any other causes beyond the control of Spotnana or deemed by Spotnana to constitute a danger to the safety and well-being of Authorized Users.
  10. Communications with Spotnana
    (a) You confirm that any contact information provided to Spotnana, including your e-mail address, mobile phone number and mailing address (if required) is true and accurate. By providing us with your email address, you agree to receive notices electronically, to that email address. Spotnana will use this email address to send you operational communications concerning your Account, updates concerning new and existing features on the Subscription Services, notifications about product updates and improvements, company news and events, and updates from our community. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Spotnana. You acknowledge that by voluntarily providing your telephone numbers to Spotnana, you expressly agree to be contacted at the telephone numbers you provide. You consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Spotnana relating to this Agreement, any transaction with Spotnana, matters related to your Account, and promotions from Spotnana. These communications may be made by or on behalf of Spotnana, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Spotnana will not be responsible for these charges.
    (b) Recording of Telephone Calls. You understand and agree that Spotnana may, in its sole discretion, itself or using a third-party service, monitor any telephone calls between you and its employees, contractors or agents for purposes of quality control and for Spotnana’s own protection. If you do not consent to the recording of telephone calls by Spotnana, your only remedy is not to engage with Spotnana by means of a telephone call.
    (c) Feedback. If Client or its Authorized Users submit suggestions, ideas, comments, or questions containing product feedback about or posted through the Subscription Services(“Feedback”), Client and such Authorized User grants Spotnana and its Affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form. Client shall have no intellectual property right in the Subscription Services as a result of Spotnana’ incorporation of Feedback into the Subscription Services.
  11. Subcontractors. Spotnana may use the services of subcontractors for performance of services under this Agreement, provided that Spotnana remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Service as required under this Agreement.
  12. Independent Contractors. 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 bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
  13. No Third-Party Beneficiaries. Except as otherwise expressly provided herein, there are no third-party beneficiaries to this Agreement.
  14. Consent to do Business Electronically. The Parties agree that any Order Form may be electronically signed. The Parties agree that the electronic signatures appearing on any Order Form 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.
  15. Export Control. You may not use, export, import, or transfer Spotnana Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Spotnana Properties, and any other applicable laws. In particular, but without limitation, Spotnana 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 Spotnana 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 Spotnana 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 Spotnana 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 Spotnana products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
  16. 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.
  17. International Users. The Spotnana Apps 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 Spotnana intends to announce such services or content in your country. Spotnana Properties are controlled and offered by Spotnana from its facilities in the United States of America. Spotnana makes no representations that Spotnana Properties are appropriate or available for use in other locations. Those who access or use Spotnana Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
    Last Updated: February 5, 2021