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- Terms of Service
Spotnana Terms of Service
Last updated: October 20, 2023
Thank you for using Spotnana! These terms of service (this “Agreement“) forms a legal agreement between the legal entity which you represent or act for) (“Client”, or “you”) and Spotnana Technology, Inc. (together with its Affiliates, “Spotnana”, “we”, “us”, or “our”). This Agreement sets forth the terms and conditions governing your access to and use of the Spotnana Services defined below.
By clicking “I Accept,” executing an Order Form or using the Spotnana Services, 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, 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 Spotnana Services.
1. What this Agreement covers. This Agreement covers your access to and use of the Spotnana Services. The “Spotnana Services” means the services you receive from Spotnana via the Spotnana Platform, which may include a combination of Onboarding Services, Booking Services, Content Services, Agent Support Services or or additional services, each as described in the Service Guide provided or made available to you (the “Service Guide“). The “Spotnana Platform” means our web or mobile application, available at www.spotnana.com, or such other address(es) specified by us.
2. How to implement and administer the Spotnana Services.
2.1.1. To implement the Spotnana Services, Spotnana will provide Client with the Onboarding Services described in the Service Guide. Client will cooperate with Spotnana in good-faith to provide any information or assistance that may be reasonably required by Spotnana to provide the Onboarding Services (the “Client Information“).
2.1.2. Client will notify Spotnana within ten (10) business days from the Effective Date on the Order Form if there are any material changes in Onboarding Information that Client has provided to Spotnana, including any changes to information relating to Client’s legal entities, third-party integrations, or point of sale information.
2.2. ACCOUNT REGISTRATION
2.2.1. Administrators; Corporate Account. In order to use the Spotnana Services, Client will designate at least one individual to administer the accounts of Client’s users (the “Administrator“), who will have certain rights and controls over Client’s use of the Spotnana Services. The administrator is responsible for registering or validating an account (“Corporate Account“) on the Spotnana Platform. The Corporate Account may host and administer Client’s travel policies on the Spotnana Platform that enable individual Travelers to use and access the Spotnana Services, including the ability to book Trips. Client is responsible for the selection of Administrators and for any action they take on behalf of the Client, including the actions described herein. Client acknowledges and agrees that the Administrator has the right and authority to administer the Corporate Account and perform any services related thereto, including the right to access, modify, and irreversibly delete any Client Data including but not limited to any information related to Client’s travel policies.
2.2.2. Travelers; Arrangers; Individual Account. In order for a Traveler to use the Spotnana Services, the Traveler must register or validate an individual account on the Spotnana Platform (the “Individual Account” together with the Corporate Account, are referred to as the “Accounts“). A “Traveler” means any employee, agent, contractor or other individual who (A) has been authorized by Client to access and use the Spotnana Services, (B) has been assigned or supplier a unique profile (e.g. username-password combination) to access and use the Spotnana Services by Client or by Spotnana on Client’s behalf, and (C) has downloaded, registered and created an Account through the Spotnana Platform to access and use the Spotnana Services. Additionally, pursuant to a Client’s request, certain Travelers may have the ability to book Trips on behalf of other Travelers (such Travelers, “Arrangers“). Client will designate or identify such Arrangers to Spotnana. Client will be responsible for providing any required disclosures to, and will obtain all required consents from, any Travelers in connection with the matters set forth in this Agreement. Client acknowledges that each Traveler may retain ultimate administrative control over their individual Accounts and their Client Data, except to the extent that the Client has domain control or other authority over their Individual Accounts.
2.2.3. No Use By, or For Travel For, Minors. To the maximum extent permitted by law, Client agrees not to issue Administrator, Authorized User, or Traveler accounts to any persons who have not reached at least 18 years of age; and Client shall prevent the purchase of any Travel Services by any Authorized User for or on behalf of any persons who have not reached at least 18 years of age.
2.2.4. Account Registration Terms.
18.104.22.168. Client may not allow any third party other than Authorized Users to access or use the Spotnana Services. “Authorized Users” means Client’s Travelers, Arranger(s), Administrator(s), or any other individual who (A) Client and Spotnana have authorized in writing to access and use the Spotnana Services in connection with an Add-On Service, but(B) is not a Traveler or Administrator as defined herein.
22.214.171.124. To the maximum extent permitted by applicable legal requirements, Client is responsible for ensuring that Client and its Authorized Users: (A) provide true, accurate and complete information to register the Accounts and in the use of the Services, (B) maintain the confidentiality of any Account credentials (including user ID and password) and (C) maintain the security of any systems, networks or similar technology that Client or any Authorized User uses to access the Spotnana Services (e.g. Client’s laptops or network system). Client will notify Spotnana immediately if Client believes an Account is no longer secure or if Client suspects any unauthorized, suspicious or fraudulent activity on an Account. Spotnana is not responsible for the accuracy of any information provided by Client and/or any Authorized User to register the Accounts, or any loss or damages arising from any unauthorized use of any Account due to credentials that were compromised other than through the action or inaction of Spotana (including within a reasonable period following Client’s notification as set forth above. If Spotnana believes that Client or any Authorized User has provided incomplete, inaccurate, or unauthorized information to register or maintain an Account, or to access the Spotnana Services, Spotnana may immediately terminate such party’s access to the Spotnana Services without liability.
3. What’s included in the Spotnana Services and what are the restrictions.
3.1. The Spotnana Services. The scope of the Spotnana Services is set forth in the Service Guide and may include a combination of certain Onboarding Services, Booking Services, Content Services, Agent Support Services or additional related services. Spotnana will provide the Spotnana Services in accordance with this Agreement and the Order Form. In exchange for the Spotnana Fees, Spotnana hereby grants Client a non-exclusive, non-transferable right to access and use, and to permit Client’s Authorized Users to access and use, the Spotnana Services during the Term in accordance with this Agreement and solely for Client’s internal business operations.
3.2. Travel Services. In connection with Client’s use of the Spotnana Services (including with respect to the Booking Services and Content Services), Client agrees and acknowledges to the Travel Addendum below, which includes terms and conditions applicable to Client’s access to Spotnana’s travel services and products.
3.3.1. General Restrictions. Except as otherwise permitted in this Agreement or under applicable laws, Client will not: (A) reproduce, modify, adapt or create derivative works of the Spotnana Services; (B) distribute, sell, sublicense, transfer or provide access to the Spotnana Services to a third party; (C) use the Spotnana Services for the benefit of any third party except for Authorized Users; (D) incorporate any Spotnana Services into a product or service Client provides to a third party; (E) knowingly interfere with or otherwise circumvent mechanisms in the Spotnana Services intended to limit Client or any Authorized User’s use; (F) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Spotnana Services; (G) remove or obscure any proprietary or other notices contained in any Spotnana Services; (H) use the Spotnana Services for competitive analysis or to build competitive products; (I) publicly disseminate benchmarking or other information regarding the performance of the Spotnana Services without the prior approval of Spotnana; or (J) encourage or assist any third party to do any of the foregoing.
3.3.2. Acceptable Use. Client will not use or permit the use of the Spotnana Services in any manner that violates this Agreement, the rights of others or any applicable laws or regulations. Client will not use the Spotnana Services to violate the rights of any third party, including storing or processing any third party confidential, personal, or payment information into the Spotnana Services without authorization to do so, or violating any the intellectual rights of any third party. Client shall not use the Spotnana Services to transmit any bulk unsolicited commercial communications. Client shall keep confidential and shall not disclose to any third parties any user identifications, account numbers, or account profiles. Client shall be responsible for the compliance of its Authorized Users with its Established Travel Policies, including in-policy selection of travel options by its Authorized Users, proper use of Client’s 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 Spotnana 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 will not use the Spotnana Services for such purposes or under such circumstances. Spotnana reserves the right, but has no obligation, to take remedial action if a Client or Authorized User’s actions violate the restrictions in this section (the “Acceptable Use Policy”), including removing or disabling any material that violates such restrictions and/or terminating Client or any Authorized User’s access to the Spotnana Services. Spotnana shall have no liability to Client in the event that Spotnana takes such action.
3.3.3. Illegal Use of Services. Spotnana may immediately suspend or terminate Client’s access to the Services in the event that (i) Spotnana determines on the basis of reasonable evidence that the Spotnana 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 or any Authorized User.
4. Payment, billing, taxes and related terms.
4.1. Fees. Client will pay Spotnana the fees set forth in the applicable Order Form (the “Spotnana Fees“). The Spotnana Fees may include fees paid by Client for the Onboarding Services, Booking Services, Content Services, Agent Support Services or other Services, in each case as specified in the Order Form. Additionally, Client may be responsible for Fees in connection with a minimum commitment of Trips for each year of the Term, as set forth in the Order Form.
4.2. Travel Vendor Fees. Fees payable to any Travel Vendors (as defined below) for the purchase of Travel Services (as defined below) on the Spotnana Platform by Authorized Users (the “Travel Vendor Fees“) will be paid by Client to the applicable Travel Vendor. The Spotnana Fees do not include any Travel Vendor Fees to be paid or payable by Client in connection with the Spotnana Services, and Spotnana will not be responsible for payment of Travel Vendor Fees to any Travel Vendor.
4.3. Travel Fees. Trip Fees due to Spotnana (if any) as well as Travel Vendor Fees due to any Travel Vendor (collectively, the “Travel Fees”) shall be paid at the time Trips are booked, and shall be paid by the Client’s credit card, unless otherwise agreed to by Spotnana. Travel Fees will be payable by Client on all Trips booked by a Client, regardless of whether the Trip is booked by the Client or its Authorized User directly on the Platform or using the assistance of any Spotnana employees or agents. Client authorizes Spotnana 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, if applicable. 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.
4.4. Payment by ACH. If Client is given the opportunity to select ACH Bank Transfer or another electronic payment option as its authorized payment method, Client will acknowledge and agree to the terms set forth herein. 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 or an electronic payment option, then Client shall receive an invoice 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.
4.5. Billing. 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 upon receipt of such invoice. Unless otherwise agreed to by Spotnana, invoices will be sent by email only, to the billing contact provided in the Order Form.
4.6. Local Currency. All Spotnana Fees will be billed and charged in USD unless otherwise stated in the Order Form. Trip Fees will be invoiced in the currency indicated on the applicable Service Order. Any currency conversion required for Trip Fees will be undertaken at the time of the purchase, at the exchange rate applicable at that time determined by Spotnana in its reasonable discretion. To the extent a currency conversion is required for Fees that are invoiced to Client, the conversion will be undertaken at the last day of the invoice period, at the exchange rate applicable at that time.
4.7. Late Payments. If Spotnana is unable to charge the Spotnana Fees to the payment information on file or if theSpotnana 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 Spotnana Services if Fees remain overdue after reasonable notice is provided to Client. Spotnana Fees are non-refundable.
4.9. Taxes. 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 associated with its purchase of the Spotnana Services and any related interest and/or penalties resulting from any Spotnana Fees, other than any taxes based on Spotnana’s net income, property, or employees. If Spotnana is legally required to collect and remit Taxes which the Client is responsible for, Spotnana will state such Taxes separately on an invoice and Client shall pay the Taxes to Spotnana unless Client provides Spotnana with a valid tax exemption certificate with order. If Spotnana is not legally required to collect and remit Taxes which the Client is responsible for, there will be no Taxes stated on the invoice, and Client shall self-assess and remit all taxes to the appropriate governing authority. For all non-US based transactions, the Client shall self-assess any related Taxes, including but not limited to VAT and GST. Client is responsible for all withholding tax: Taxes will not be deducted from Client payments to Spotnana, except as required by applicable law, in which case Client shall increase the amount payable as necessary so that, after making all required deductions and withholdings, Spotnana will receive and retain an amount equal to the amount Spotnana would have received had no such deduction or withholding been made. Upon Spotnana’s request, Client will provide proof of withholding tax remittance to the applicable tax authority. Both parties agree to apply any applicable tax treaty and provide the necessary documentation for application of such treaty, where applicable, to reduce the withholding tax. With respect to Taxes charged on or applicable to the purchase or sale of Travel Services, Spotnana shall reflect such Taxes in invoices and/or in the reporting available to Client pursuant to the Spotnana Services, and Client shall be responsible for the payment of all such Taxes.
5. Term; Termination and Post-Termination Obligations.
5.1. Term. The initial term of the Spotnana Services will be set out in the applicable Order Form (“Initial Term”). This Agreement shall commence on the first to occur of (a) Effective Date set forth in the Order Form; and (b) the date Client commences using the Spotnana Services and shall continue until the later of (a) the End Date; and (b) the date that Client cancels the Corporate 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 (60) days before the end of the expiring Term. Spotnana reserves the right to increase any Spotnana Fees upon automatic renewal, provided the increase is not more than five percent (5%) per annum.
5.2. Termination for Cause. If either party commits a material breach of its obligations in the Agreement or any Order Form (including payment obligations), the non-defaulting party may give written notice to the defaulting party specifying the nature of the default, and if such default is not remedied, or substantial efforts are not made to remedy such default, within thirty (30) days from the receipt of such notice, then the non-defaulting party shall have the right to immediately terminate the Agreement or the Order Form by written notice.
5.3. Termination for Insolvency. Notwithstanding anything set forth above, either party may terminate the Agreement immediately by providing written notice to the other party in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against such party.
5.4. Rights and Obligations Upon Termination.
5.4.1. Upon termination or expiration of this Agreement or the Spotnana Services provided hereunder, Client’s and its Authorized Users’ right to access and use the Spotnana Services shall immediately terminate, (ii) Client and its Authorized Users shall immediately cease all use of the Spotnana 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;
5.4.2. 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 Spotnana Fees payable to Spotnana for the period prior to the effective date of termination or cancellation.
5.4.3. Upon termination, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 9(Ownership; Confidential Information ), 10(Indemnification), 11(Limitation of Liability), 12(Disputes) and 13 (General).
6. Client’s Additional Obligations. In addition to any other obligations of Client set forth herein, including Client’s payment obligations, Client will be responsible for the following:
6.1. 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 Spotnana Services; and (b) carry out in a timely manner all other Client responsibilities set forth in this Agreement.
6.2. 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 Client of Spotnana, including on the Spotnana corporate website. All goodwill developed from such use shall be solely for the benefit of Client.
6.3. Authorized Users. Client is responsible for identifying and authenticating all its Authorized Users, approving access by such Authorized Users to the Spotnana Services, controlling against unauthorized access by such Authorized Users, maintaining the confidentiality of usernames, passwords and account information, and ensuring that such Authorized Users comply with this Agreement. Client is responsible for the confidentiality and timely and proper termination of all of its Authorized Users’ records in Client’s systems (e.g. Client’s identity infrastructure or local computer). Spotnana is not responsible for any harm caused by Authorized Users, including individuals who were not authorized to have access to the Spotnana Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in the applicable Client system. 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 Spotnana Services, and agree to notify Spotnana immediately of any suspected compromise of any account authentication information or credentials or unauthorized use of the Spotnana Services. Client acknowledges and agrees that any act or omission of its Authorized Users in connection with use of, or access to the, Spotnana Services, which act or omission would constitute a breach of this Agreement if undertaken by Client, shall be considered a material breach by Client hereunder.
6.4. Telecommunications and Internet Services. Client acknowledges and agrees that Client’s and its Authorized Users’ use of the Spotnana 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 (except for the optional mobile app) required to access and use the Spotnana 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.
7. Data, Privacy and Information Security Terms.
7.1. DATA AND PRIVACY TERMS
7.1.2. Instruction to Process Client Data. Client instructs Spotnana to process Client Data for the purpose of providing the Spotnana Services to Client., Client’s instruction to Spotnana to process Client Data includes the disclosure by Spotnana of Client Data to Spotnana’s sub-processors as reasonably necessary to provide the Spotnana Services to Client, subject to the provisions of the Data Processing Agreement between Spotnana and Client.Client further instructs Spotnana to provide Client Data to Travel Vendors as necessary to facilitate the purchase by, or provision of Travel Services to an Authorized User, by such Travel Vendors, and Client represents that it has obtained the consent of its Authorized Users for the provision of such Client Data to such Travel Vendors as required in order to effect such Travel Services purchase transactions. Spotnana may use, display, store, disclose or transfer Client Data as may be required by law or legal process, and subject to Spotnana’s Public Authority Access Request Policy (available upon request), Spotnana shall endeavor to provide reasonable notice to Client of any such disclosure whenever possible.
7.1.3. Client’s Representations and Warranties with Respect to Client Data. 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 to use and distribute Client Data as provided 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 and (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 this Agreement, the Data Processing Agreement, and the Privacy Notice.
7.1.4. Spotnana Disclaimer. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Client 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 Spotnana Services. Except as otherwise set forth herein, Spotnana expressly disclaims any and all liability in connection with Client Data so provided. Spotnana is under no obligation to edit or control Client Data that Client imports to or through the Spotnana 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 Spotnana or of a third party. Spotnana shall have no liability for any acts taken by Client or an Authorized User in violation of the Acceptable Use Policies described herein, 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. Client agrees to defend and indemnify Spotnana against any claim arising out of a violation of Client’s obligations under this Section.
7.2. SECURITY TERMS.
7.2.1. Safeguards. Spotnana will use reasonable efforts to establish and maintain safeguards to protect the security and integrity of the Spotnana Services and to protect against the accidental or unauthorized access, alteration or disclosure of Client Data.
7.2.2. Data Maintenance and Backup Procedures. The Spotnana 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.
7.2.3. Spotnana shall (i) maintain appropriate information security practices for Spotnana’s systems used to provide Services, including reasonable security procedures and practices appropriate to the nature of the information, to prevent unauthorized access to, or use or disclosure of, any Client Data (a “Security Incident”), and (ii) comply with all privacy and data security laws and regulations applicable to Spotnana. Spotnana shall promptly notify Client of any confirmed Security Incident that has impacted Client Data, investigate, and remediate any such Security Incident. For Security Incidents arising out of Spotnana’s negligence or failure to apply commercially reasonable security practices, Spotnana shall be responsible for (i) costs of government or regulatory fines, and (ii) if Client reasonably determines that it is required by applicable law to provide notice and/or credit monitoring or identity protection to any User and/or to provide notice to any governmental entity, costs associated with any such notices or identity protection (collectively, “Breach Costs”). Spotnana shall have no responsibility to pay Breach Costs related to a Security Incident to the extent such costs are due to the negligence, willful misconduct, or fraud by Client or its Users.
8. Warranty and Disclaimer.
8.1. Spotnana warrants that it will provide the Spotnana Services in a professional and workmanlike manner, in material compliance with the terms of this Agreement, applicable industry standards, and all applicable laws.
8.2. Except as expressly provided in this Section, Spotnana makes no representations or warranties of any kind whatsoever, express or implied, in connection with this Agreement or the Spotnana Services. Without limiting the foregoing, except as expressly provided in this Section, 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 the course of dealing or usage of trade. No advice or information, including but not limited to tax advice and reporting responsibilities, whether oral or written, obtained from Spotnana or elsewhere shall create any warranty not expressly stated in this Agreement. In jurisdictions that by law do not allow the exclusion of certain warranties in certain circumstances, the disclaimers in this Section and elsewhere in this Agreement shall be construed to comply with such applicable law.
9. Ownership and Confidential Information.
9.1. Spotnana Property. The Spotnana Services, the Spotnana Platform, any software and application programming interfaces used by Spotnana to provide the Spotnana Services and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of Spotnana. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Spotnana Services and Spotnana Platform 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.
9.2. Client Feedback. If Client or its Authorized Users submit suggestions, ideas, comments, or questions containing product feedback about or posted through the Services (“Feedback”), Client 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. Feedback shall not contain Client Confidential Information, including Client Data, and shall not reference or identify Client or its Authorized Users. Client shall have no intellectual property right in the Services as a result of Spotnana’s incorporation of Feedback into the Services.
9.3. Confidential Information.
9.3.1. “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 Services, the Spotnana Platform, the Materials 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.
9.3.2. 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.
9.3.3. 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.
10. Indemnification; Limitation of Liability.
10.1. Indemnification by Spotnana.
10.1.1. Spotnana agrees to indemnify and hold harmless Client, its directors, officers, employees, agents, and affiliates against any damages, losses, liabilities, and expenses (including without limitation reasonable costs and attorneys’ fees) (collectively, “Losses”) in connection with any third party claim that arises (a) from an alleged infringement or misappropriation by the Spotnana Services of any United States patent or any copyright or misappropriation of any trade secret or (b) Spotnana’s willful misconduct or fraud.
10.1.2. The obligations in this Section do not apply with respect to any third party claim arising from infringement arising in whole or in part from any portions or components of the Spotnana Services: (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 Spotnana Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Spotnana 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 Spotnana Services to be non-infringing, or (b) obtain for Client a license to continue using the Spotnana Services, 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 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.
10.2. Indemnification by Client.
10.2.1. Client agrees to indemnify and hold harmless Spotnana, its officers, directors, officers, employees, agents and Affiliates from and against any Losses in connection with any third party claim that (A) arises out of Client’s or any of Client’s Authorized User’s use of the Services that violates this Agreement, (B) alleges that Client Data violates a third party’s privacy or intellectual property rights, (C) arises from any infringement of Spotnana’s Intellectual Property Rights, or (d) arises out of Client’s willful misconduct or fraud.
11. Limitation of Liability.
11.1. Consequential Damages Waiver. In no event shall either party be liable to the other party for any incidental, special, exemplary or consequential damages, including loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, whether or not such party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability) or otherwise.
11.2. Liability Cap. Except as set forth in Section 11.3 or Client’s obligation to pay the Spotnana Fees, each party’s aggregate liability to the other party in connection with the Agreement shall not exceed the total Spotnana Fees paid or payable by Client in the twelve-month period preceding the claim or action, regardless of the form or theory of the claim or action. If the Agreement has been in effect for less than 12 months, the actual total Fees paid or payable shall be annualized.
11.3. Exceptions. The limitation of liability in Section 14.2 will not apply to the (a) indemnification obligations set forth in Section 10 or (b) either party’s breach of confidentiality obligations under Section 9.3 (the “Excluded Claims“). With respect to Excluded Claims, in no event shall either party’s aggregate liability to the other party exceed five (5) times the total Spotnana Fees paid or payable in the twelve-month period preceding the claim or action, regardless of the form or theory of the claim or action. If the Agreement has been in effect for less than 12 months, the actual total Spotnana Fees paid or payable shall be annualized.
12.1. 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.
12.2. Informal Resolution. Before filing a claim, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may bring a formal proceeding.
12.3. Agreement to Arbitrate. Spotnana and Client agree to resolve any claims relating to the Agreement through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, CA or any other location mutually agreeable to the parties.
12.4. 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 the Agreement; or (ii) for equitable relief as described below. Spotnana and Client hereby consent to exclusive jurisdiction in such courts.
12.5. Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or Intellectual Property Rights provisions of the Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.
13. General Terms.
13.1. Affiliates. For the purposes of this Agreement, “Affiliates” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
13.2. Modifications; Waivers. Spotnana may modify the terms and conditions of this Agreement (including the Travel Services Addendum) from time to time, with notice to Client or by posting the modified Agreement on our website. We will update the “Last Updated Date” at the top of this Agreement if we modify it. You must accept the modifications to continue using the Spotnana Services. If you object to the modifications, your exclusive remedy is to stop using the Spotnana Services. The waiver by either party of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach.
13.3. Third Parties. Client acknowledges and understands that the availability of the Spotnana Services may be dependent on certain third parties, including third-party hosting providers. With respect to our mobile application, you acknowledge that the availability of the Spotnana Services on our mobile application 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”) and that this Agreement is between you and Spotnana only, and not the Mobile App Provider.
13.4. Assignment. Neither party may assign or transfer the Agreement, in whole or in part, without the other party’s prior written consent except to its Affiliate or in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section 13.4 will be null and void. “Change of Control” means, with respect to a party (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party; or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing, the Agreement shall inure to the benefit of the successors and permitted assigns.
13.6. 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.
13.7. Notice. Any notice under this Agreement must be given in writing. We may provide notice to Client through the email Client has provided on the Order Form or Client’s Corporate Account. Client will provide Spotnana notice through our email address at email@example.com . Each Party agrees that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice under this Agreement will be deemed given upon the first business day after it is sent to the other party.
13.8. Entire Agreement. This Agreement (including all 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.
13.9. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, pandemics, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
13.10. 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.
13.11. Independent Contractors; Third Party Beneficiaries. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to incur obligations on the other Party’s behalf without the other Party’s prior written consent. Except as otherwise expressly provided herein, there are no third-party beneficiaries to this Agreement.
13.12. 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.
13.13. Conflicts. In event of any conflict between this Agreement and either Spotnana policies or Order Form, our policies or Order Form (as applicable) will control with respect to their subject matter.
13.14. Export Control. You may not use, export, import, or transfer Spotnana Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Spotnana Services, and any other applicable laws. In particular, but without limitation, Spotnana Services 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 Persons List or Entity List. By using Spotnana Spotnana Services, Client represents and warrants that neither Client or any of its Authorized Users (i) are 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) are listed on any U.S. Government list of prohibited or restricted parties. Client 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.
13.15. 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.
13.16. International Users. The Spotnana Services 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. The Spotnana Services are managed and offered by Spotnana from its facilities in the United States of America. Spotnana makes no representations that the Spotnana Services are appropriate or available for use in other locations. Those who access or use Spotnana Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Spotnana Travel Addendum
Through the Spotnana Services, including the Booking Services and Content Services, Spotnana may provide Client and its Authorized Users with access to travel services and products (collectively, the “Travel Services“) from travel providers, including airlines, hotel operators, travel inventory aggregators, rail carriers, car companies and other related suppliers and vendors (“Travel Vendors“). This Travel Addendum covers 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. Authorization of Client’s Travel Service Information. While Client will be ultimately responsible for all purchases of Travel Services from the applicable Travel 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 (the “Travel Service Information”), to the Travel Vendor to the extent required by the Travel Vendor to effect purchases of Travel Services.
2. Client’s Use of Travel Services. Client acknowledges and agrees that the following terms apply to Client’s use of the Travel Services:
2.1. 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 Spotnana 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.
2.2. Additional terms, conditions , policies, rules, or restrictions dictated by the applicable Travel Vendor (the “Travel Vendor Terms”) may apply to the reservation and/or purchase of applicable Travel Services on the Spotnana Platform. By purchasing any Travel Services through the Spotnana 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.
2.3. Client understands that any violation of any such Travel Vendor Terms, including timely payment, may result in: (i) Client forfeiting any monies paid for such reservation or purchase, (ii) cancellation of your reservation or purchase, (iii) Client being denied access to any flights, hotels, or any other products or services, and (iv) Spotnana debiting Client’s account for any costs we incur as a result of such violation. Client acknowledges and agrees that: (i) Travel Vendors may change their prices without notice prior to reservation or purchase by Client, and (ii) Client 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. Client acknowledge that some Travel Vendors may require an Authorized User to sign a liability waiver or other forms prior to using their services, and Client understands that such person’s 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 an Authorized User 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 an Authorized User to make changes to the other flight, Client acknowledges that it or such Authorized User shall be responsible for any fees incurred for making changes to the unaffected flight, including any difference in fare and change/cancellation penalties.
2.4. At the time of reservation/purchase, Client’s credit/charge card may be charged the total cost of the Travel Vendor products and services selected for a Trip, including taxes and fees (but excluding any mandatory hotel-imposed charges that may be applicable upon check out from the hotel). Client may see separate charges on its 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 an Authorized User makes during their stay will be charged by the property upon check-out, including but not limited to parking, phone calls, internet access and room service. Some properties have age requirements that Client will be responsible for checking and confirming on behalf of any Authorized Users. Trips booked on the Spotnana Platform include the travel products/services that an Authorized User selected; therefore, if baggage, seat-selection, or similar ancillary items were not included in those products/services, additional Travel Vendor fees may apply. If an Authorized User purchases a flight, this flight is not confirmed until ticketed.
2.5. Client acknowledges that Authorized Users or Client, as applicable, 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.
2.6. Client will ensure that Authorized Users use the Travel Services to make legitimate reservations or purchases and shall not use any Travel Services for any other purposes, including, without limitation, making any speculative, false, fictitious or fraudulent reservation. Client will not use, nor permit any Authorized User to use, any Spotnana Services 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. Client shall become unauthorized to use any Spotnana Services in the event of a breach of these obligations, and shall indemnify and hold harmless us and Travel Vendors for any breach of this section.
2.7. Client represents and warrants, on behalf of itself and its Authorized Users, that any Authorized User that uses the Travel Services is (A)at least 18 years of age, and is of sufficient legal age to use the Travel Services and to create binding legal obligations for any liability they may incur as a result of the use of the Travel Services and (B) all information supplied by Client and/or any Authorized using their name or account, in using Travel Services is true, complete, and correct. Client acknowledges and agrees that: (i) it is financially responsible for all uses of Travel Services by Client and its Authorized Users, (ii) some Travel Vendors have age requirements and restrictions for use of their products and services, and any Authorized User and those traveling with such person shall be subject to such requirements and restrictions, and (iii) should an Authorized User make a reservation and/or purchase for other people, Client or such Authorized User shall inform those people of all terms, conditions, policies, rules, and restrictions that apply.
3.1. Travel Services Disclaimer. Spotnana does not guarantee the description of the Travel Services and the accuracy of the information displayed on the Spotnana 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 Spotnana Services and/or pending reservations made under an inaccurate and/or incorrect price.
3.2. Travel Risk Disclaimer. By offering reservations for Travel Services via the Spotnana 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.
3.3. COVID-19 Disclaimer. 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. 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/15802262.
3.4. Travel Vendor Disclaimer. TRAVEL VENDORS ARE INDEPENDENT CONTRACTORS, INDEPENDENT DATA CONTROLLERS, 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 VENDOR 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.
3.5. Prices and Surcharges.
3.5.1. 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 Spotnana 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.
3.5.2. 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.
3.5.3. 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.
3.5.4. 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.
4. Cancellation Substitution, Alteration Policies; Insurance
4.1. 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.
4.2. 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 either the Client or an 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.
4.3. Insurance: For your protection, we strongly recommend that Client ensures that Authorized Users have access to trip cancellation and travel accident insurance. Please note that, unless an Authorized User buys 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. Spotnana will not be responsible for a Client or any Authorized User’s election to not purchase travel insurance or for any denial of claim by travel insurance as it relates to COVID-19 or any other claim under the policy.
5. Issuing Travel Documents. Travel documents will only be sent to the purchasing Authorized User who places the order (including, without limitation, this Spotnana Travel Addendum). Should any Authorized User change its email address, phone number, or address before the departure date, such Authorized User is 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.
6. Passports, Visas, Reciprocity Fees, and Travel Health Requirements. An Authorized User assumes full and complete responsibility for checking and verifying any and all passport, visa, vaccination, or other entry requirements of the destination and connecting points, and all conditions regarding health, safety, security, political stability, and labor or civil unrest at such destination with respect to Trips booked on the Spotnana Platform. Many countries have restrictions or rules relating to travel documents, including the requirement that a traveler’s passport must be valid for six months or more after date of entry or the consent of both parents with respect to travel of a minor. Some countries will not admit persons convicted of a crime. Spotnana is not responsible for verifying, checking or complying with any such requirements.
7. 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.
8. 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.
9. The EU Package Travel Directive (Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements) does not apply to travel purchased through Spotnana on the basis that the Agreement is a general agreement for the arrangement of business travel.
10. Seller of Travel Registration Information.
10.1. California Registration Info: Spotnana is registered with the California Department of Justice, registration number: 2146606. Registration as a seller of travel does not constitute approval by the State of California.
10.2. This business is a participant in the Travel Consumer Restitution Corporation (TCRC). You, the passenger, may request reimbursement from TCRC if you’re owed a refund of more than $50 for transportation or travel services which was not refunded in a timely manner by a seller of travel who was registered and participating in the TCRC at the time of sale. The maximum amount which may be paid by the TCRC to any one passenger is the total amount paid on behalf of the passenger to the Seller of Travel, not to exceed $15,000. *Please note that if you were outside of California at time of purchase, such transactions are not covered by the TCRC. A claim must be submitted to the TCRC within six months after the scheduled completion date of the travel. A claim must include sufficient information and documentation to prove your claim and a $35 processing fee. You must agree to waive your right to other civil remedies against a registered participating seller of travel for matters arising out of a sale for which you file a claim with the TCRC, if you were located in California at the time of the sale. You may request a claim form by writing to: Travel Consumer Restitution Corporation, P.O. Box 6001, Larkspur, CA 94977-6001; or by faxing a request to: 415-927-7698.