AGREEMENT BETWEEN CUSTOMER AND INTERNET TRAVEL SOLUTIONS, LLC

The its.com website (the “Website”) is provided to assist our corporate customers (“Customers”) and their authorized travelers and representatives in [gathering and coordinating business travel information, determining the availability of travel-related goods and services, making legitimate reservations or otherwise transacting business with travel suppliers (“Suppliers”), and for no other purposes]. The terms “we”, “us”, “our” and “ITS” refer to Internet Travel Solutions, LLC, a Delaware limited liability company, and its subsidiaries and corporate affiliates (collectively, the “ITS Affiliates”). “ITS Partner” means any Supplier and any co-branded and/or linked website through which we provide links, content or service. The term “you” refers to our Customers and their authorized travelers and representatives visiting the Website and/or booking a reservation through us on this Website or through our customer service representatives.

Use of this Website by you is conditioned upon (a) (i) you or your associated business having a corporate travel agreement in full force and effect as of any use (a “Travel Agreement”), in which case these Terms of Use shall be deemed a part thereof or (ii) if we don’t require a Travel Agreement as of the time of use, by your acceptance below, your agreement to execute and deliver to us any Travel Agreement or similar agreement we may thereafter require, and (b) acceptance without modification of all the Terms of Use set forth herein (collectively, the “Terms of Use” or “Agreement”). Please read these Terms of Use carefully, along with our Privacy Policy, which also governs your use of the Website, and is incorporated by reference in this Agreement. By accessing or using this Website, booking any reservations for travel products or services on this Website, or contacting our customer service representatives, you agree that the Terms of Use then in force shall apply. If you do not agree to the Terms of Use, please do not use or book any reservations through this Website or our customer services representatives.

USE OF THE WEBSITE

As a condition of your use of this Website, you represent, warrant and agree that, as of the time of any use hereof:

1. You are a Customer under a Travel Agreement that is in full force and effect (or you are an authorized traveler or representative thereof), or you will execute and deliver to us a Travel Agreement or similar agreement we may hereafter require;
2. Regardless of the presence of a Travel Agreement or other agreement, these Terms of Use represent a binding legal agreement between you (and the Customer with whom you are associated) and ITS;
3. You are at least 18 years of age;
4. You possess the legal authority to create a binding legal obligation;
5. You will use this Website in accordance with these Terms of Use;
6. You will only use this Website to make legitimate reservations, and/or for the other functions hereof, as a Customer or an authorized traveler or representative thereof;
7. All information supplied by you on this Website is true, accurate, current and complete;
8. You and Customer are in compliance with all of the terms herein, including payment; and
9. If you have a ITS.com account, you will safeguard your account information and will supervise and be completely responsible for any use of your account by you and anyone other than you.

We retain the right, in our sole discretion, to deny access to anyone to this Website and the services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms of Use.

TERM

If you or any associated Customer are subject to a Travel Agreement, then you may use this Website only during the term of such Travel Agreement and subject to the other Terms of Use hereof. If you or any associated Customer are not subject to a Travel Agreement, then your use of this Website is subject to the Terms of Use hereof.

PROHIBITED ACTIVITIES

The content and information on this Website (including, but not limited to, price and availability of travel services), as well as the technology and system used to provide such content and information, is proprietary to us or our suppliers and providers. While you may make limited copies of your travel itinerary (and related documents) for travel or service reservations booked through this Website, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Website. Additionally, you agree not to:

1. Use this Website or its contents for any commercial purpose, unless expressly authorized in writing by ITS;
2. Make any speculative, false, or fraudulent reservation or any reservation in anticipation of demand;
3. Access, monitor or copy any content or information of this Website using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
4. Violate the restrictions in any robot exclusion headers on this Website or bypass or circumvent other measures employed to prevent or limit access to this Website;
5. Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our system;
6. Deep—link to any portion of this Website (including, without limitation, the purchase path for any travel services) for any purpose without our express written permission; or
7. “Frame”, “Mirror” or otherwise incorporate any part of this Website into any other website or technology without our prior written authorization.

If your booking or account shows signs of fraud, abuse or suspicious activity, ITS may cancel any reservations associated with your name, email address or account, and close any associated ITS and ITS accounts. If you have conducted any fraudulent activity, ITS reserves the right to take any necessary legal action and you may be liable for monetary losses to ITS, including litigation costs and damages.

SUPPLIER RULES AND RESTRICTIONS

Additional Terms of Use will apply to your reservation and purchase of travel—related goods and services that you select. Please carefully review the full Terms of Use issued by the Supplier, which can generally be found on each Supplier’s website. You agree to abide by the Terms of Use of purchase imposed by any Supplier you select, including, but not limited to, payment of all amounts when due and compliance with the Supplier’s rules and restrictions regarding availability and use of fares, products, or services. Airfare is only guaranteed once the purchase has been completed and the tickets have been issued. Airlines and other Suppliers may change their prices without notice. We reserve the right to cancel your booking if full payment is not received in a timely fashion.

ITS may offer Customers the opportunity to book a reservation for a combination of two one—way tickets instead of a round trip ticket. Combined one-way tickets may provide a greater choice of flights, are often cheaper and can be combined on the same airline or on different airlines. Unlike round trip 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 Customer to make changes to the other flight, the Customer will be responsible for any fees incurred for making changes to the unaffected flight.

For certain low-cost carriers, the price of your flight has been converted from a different currency for convenience purposes to provide you an estimate of the amount of the purchase in your local currency. As a result, when you book, the amount charged to your credit card by the airline may be slightly different due to currency fluctuations. Your statement may also include a applicable fee from your card issuer to process the transaction plus any applicable taxes for international purchases.

You are required to comply with all laws and regulations governing your use of this Website and any travel, including federal law regarding the carriage of hazardous materials.

You acknowledge that some Suppliers offering certain services and/or activities may require you to sign their liability waiver prior to participating in the service and/or activity they offer. You understand that any violation of any such Supplier’s rules and restrictions may result in cancellation of your reservation(s), in your being denied access to the applicable travel product or services, in your forfeiting any monies paid for such reservation(s), and/or in our debiting your account for any costs we incur as a result of such violation.

ITS is not liable for any costs incurred due to hotel relocation.

PREPAID HOTEL RESERVATIONS

You acknowledge that we may pre-negotiate certain room rates with hotel suppliers to facilitate the booking of reservations. You also acknowledge that we provide you services to facilitate such booking of reservations for a consideration (the “facilitation fee”). The room rate displayed on the Website is a combination of the pre-negotiated room rate for rooms reserved on your behalf by the ITS Affiliates and the facilitation fee retained by the ITS Affiliates for their services. You authorize the ITS Affiliates to book reservations for the total reservation price, which includes the room rate displayed on the Website, plus tax recovery charges, service fees, and where applicable, taxes on the ITS Affiliates’ services. You agree that your credit card will be charged by the ITS Affiliates for the total reservation price. Upon submitting your reservation request you authorize the ITS Affiliates to facilitate hotel reservations on your behalf, including making payment arrangements with hotel suppliers.

You acknowledge that except as provided below with respect to tax obligations on the amounts we retain for our services, the ITS Affiliates do not collect taxes for remittance to applicable taxing authorities. The tax recovery charges on prepaid hotel transactions are a recovery of the estimated taxes (e.g. sales and use, occupancy, room tax, excise tax, value added tax, etc.) that the ITS Affiliates pay to the hotel supplier for taxes due on the hotel’s rental rate for the room. The hotel suppliers invoice the ITS Affiliates for certain charges, including tax amounts. The hotel suppliers are responsible for remitting applicable taxes to the applicable taxing jurisdictions. None of the ITS Affiliates act as co-vendors with the supplier with whom we book or reserve our customer’s travel arrangements. Taxability and the appropriate tax rate vary greatly by location. The actual tax amounts paid by the ITS Affiliates to the hotel suppliers may vary from the tax recovery charge amounts, depending upon the rates, taxability, etc. in effect at the time of the actual use of the hotel by our customers. We retain service fees as additional compensation in servicing your travel reservation. Service fees retained by the ITS Affiliates for their services vary based on the amount and type of hotel reservation and/or other service.

While you may cancel or change your prepaid hotel reservation, you will be charged the cancellation or change fee indicated in the rules and restrictions for the hotel reservation and/or as otherwise set forth herein. If you do not cancel or change your reservation before the cancellation policy period applicable to the hotel you reserved, which varies by hotel, prior to your date of arrival, you will be subject to a charge equal to applicable nightly rates, tax recovery charges and service fees. In the event you do not show for the first night of the reservation and plan to check-in for subsequent nights in your reservation, you must confirm the reservation changes with us no later than the date of the first night of the reservation to prevent cancellation of your reservation.

You agree to pay any cancellation or change fees that you incur. Some hotels do not permit changes to or cancellations of reservations after they are made, as indicated in the rules and restrictions for the hotel reservation. Sales, use and/or local hotel occupancy taxes are imposed on the amounts that we charge for our services (service fee and/or facilitation fee) in certain jurisdictions. The actual tax amounts on our services may vary depending on the rates in effect at the time of your hotel stay.

Some hotel suppliers may require you to present a credit card or cash deposit upon check-in to cover additional expenses incurred during your stay. Such deposit is unrelated to any payment received by ITS, Inc. for your hotel booking.

INTERNATIONAL TRAVEL

You are responsible for ensuring that you meet foreign entry requirements and that your travel documents, such as passports and visas (transit, business, tourist, and otherwise), are in order and any other foreign entry requirements are met. We urge customers to review travel prohibitions, warnings, announcements, and advisories issued by the relevant governments prior to booking travel to international destinations. Requirements may change and you should check for up-to-date information before booking and departure. We accept no liability if you are refused entry onto a flight or into any country due to your failure to carry the correct and adequate passport, visa, or other travel documents required by any airline, authority, or country, including countries you may just be transiting through. This includes all stops made by the aircraft, even if you do not leave the aircraft or airport.

You should consult your doctor for current health safety recommendations before you depart. It is your responsibility to ensure that you meet all health entry requirements, obtain the recommended inoculations, take all recommended medication, and follow all medical advice in relation to your trip.

BY OFFERING RESERVATIONS FOR TRAVEL PRODUCTS IN PARTICULAR INTERNATIONAL DESTINATIONS, ITS 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.

BANK AND CREDIT CARD FEES

Some banks and credit card companies impose fees for international transactions. If you are making a booking from outside of the United States on a US credit card, your bank may convert the payment amount to your local currency and charge you a conversion fee, which means the amount listed on your credit or bank card statement may be in your local currency and therefore a different figure than the figure shown on the billing summary page for a reservation booked on the Website. In addition, a foreign transaction fee may be assessed if the bank that issued your credit card is located outside of the United States. Booking international travel may be considered to be an international transaction by the bank or card company, since ITS may pass on your payment to an international travel supplier. The currency exchange rate and foreign transaction fee is determined solely by your bank on the day that they process the transaction. If you have any questions about these fees or the exchange rate applied to your booking, please contact your bank.

Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, or any form of lottery or gambling;

LINKS TO THIRD-PARTY SITES

This Website may contain hyperlinks to websites operated by parties other than ITS. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from this Website or other websites) is free of such items as viruses, worms, Trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

SOFTWARE AVAILABLE ON THIS SITE

Any software that we make available to download from this Website (“Software“) or through your mobile application store, including the ITS mobile application (the “Mobile Application“) is the copyrighted work of the ITS Affiliates and/or our respective suppliers. Your use of such Software is governed by the terms of the end user license agreement, if any, which accompanies, or is included with, the Software (“License Agreement“). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software made available for download on this Website not accompanied by a License Agreement, we hereby grant to you, the user, a limited, personal, non-exclusive, nontransferable license to download, install and use the Software and/or the Mobile Application for viewing and otherwise using this Website and/or accessing the content and information available within the Mobile Application (including, without limitation, price and availability of travel services) in accordance with these Terms of Use and for no other purpose.

Please note that all Software, including, without limitation, all HTML 5, AngularJS, CSS, JavaScript, .Net and Ajax code contained on this Website, is owned by the ITS Affiliates, ITS Partners, and/or our respective suppliers, and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.

Your mobile device must be connected to the internet for the Mobile Application to function correctly. You are responsible for making all arrangements necessary for your device to have internet connectivity and are responsible for all sums your service provider may charge you arising out of the Mobile Application transmitting and receiving data (including but not limited to data roaming charges). As further described in our Privacy Policy, the Mobile Application will automatically transfer a small amount of data as part of its normal operation, including how you use the Mobile Application, which Content you access, and technical errors or problems which the Application may encounter while being used. By using the Mobile Application, you acknowledge, agree and consent to the automatic collection of this information.

COPYRIGHT AND TRADEMARK NOTICES

All contents of this Website are © 2018 Internet Travel Solutions, LLC. All rights reserved. Website logos are either registered trademarks or trademarks of Internet Travel Solutions, LLC or an affiliate thereof in the U.S. and/or other countries. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. ITS is not responsible for content on websites operated by parties other than ITS.

If you are aware of an infringement of our brand, please let us know by emailing us at info@its.com.

NOTICE OF INFRINGING MATERIAL

If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a written notice that includes the information set forth below. Any misrepresentations in your notice regarding whether content or activity is infringing may expose you to liability for damages.

1. If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a written notice that includes the information set forth below. Any misrepresentations in your notice regarding whether content or activity is infringing may expose you to liability for damages.
2. A clear identification of the material you claim is infringing on the Website, such as a link to the infringing material.
3. Your address, email address and telephone number.
4. A statement that you have a “good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law.”
5. A statement that “the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
6. A signature by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You may send us your notice by email to exp-copyright@its.com, Attn: IP/Trademark Legal Dept., or by using the contact information below.

ACCOUNT TERMINATION

In accordance with applicable law, ITS has adopted a policy of terminating, in appropriate circumstances and at ITS’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. ITS may also at its sole discretion limit access to the Website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that an account holder or subscriber is a repeat infringer, please provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer when filing your notice.

LIABILITY DISCLAIMER

The Information, Software, Products and Services published on this Website may include inaccuracies or errors, including pricing errors. In particular, the ITS Affiliates and ITS Partners do not guarantee the accuracy of, and disclaim all liability for any errors or other inaccuracies relating to the information and description of the hotel, air, cruise, car and other travel products and services displayed on this Website (including, without limitation, the pricing, photographs, list of hotel amenities, general product descriptions, etc.). In addition, ITS expressly reserves the right to correct any pricing errors on our Website and/or reservations made under an incorrect price. In such event, if available, we will offer you the opportunity to keep your reservation at the correct price or we will cancel your reservation without penalty.

Hotel and other services ratings displayed on this Website are intended as only general guidelines, and the ITS Affiliates and ITS Partners do not guarantee the accuracy of the ratings. The ITS Affiliates, the ITS Partners and their respective suppliers make no guarantees about the availability of specific products and services. The ITS Affiliates, the ITS Partners and their respective Suppliers may make improvements and/or changes on the Website at any time. The ITS Affiliates, the ITS Partners and their respective Suppliers make no representations about the suitability of the information, software, products and services contained on this Website for any purpose, and the inclusion or offering of any products or services on this Website does not constitute any endorsement or recommendation of such products or services by the ITS Affiliates or the ITS Partners. All such information, software products, and services are provided “as is” without warranty of any kind. The ITS Affiliates, the ITS Partners and their respective Suppliers disclaim all warranties and conditions that this Website, its servers or any email sent from the ITS Affiliates, the ITS Partners and/or their respective Suppliers are free of viruses or other harmful components. The ITS Affiliates, the ITS Partners and their respective Suppliers hereby disclaim all warranties and conditions with regard to this information, software, products and services, including all implied warranties and conditions of merchantability, fitness for a particular response, title and non-infringement.

The airlines, hotels and other Suppliers providing travel or other services on this Website are independent contractors and not agents or employees of the ITS Affiliates or the ITS Partners. The ITS Affiliates and the ITS Partners are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any such Suppliers or for any personal injuries, death, property damage, or other damages or expenses resulting there from. The ITS Affiliates and the ITS Partners have no liability and will make no refund in the event of any delay, cancellation, overbooking, strike, force majeure or other causes beyond their direct control, and they have no responsibility for any additional expenses, omissions, delays, re-routing or acts of any government or authority.

In no event shall the ITS Affiliates, the ITS Partners and/or their respective Suppliers be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of, or in any way connected with, your access to, display of or use of this Website or with the delay or inability to access, display or use this Website (including, but not limited to, your reliance upon opinions appearing on this Website; any computer viruses, information, software, linked sites, products and services obtaining through this Website; or otherwise arising out of the access to, display of or use of this Website) whether based on a theory of negligence, contract, tort, strict liability, consumer protection statutes, or otherwise, and even if the ITS Affiliates, the ITS Partners and/or their respective Suppliers have been advised of the possibility of such damages.

If, despite the limitation above, the ITS Affiliates, the ITS Partners or their respective Suppliers are found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then the liability of the ITS Affiliates, the ITS Partners and/or their respective Suppliers will in no event exceed, in the aggregate, the service fees you paid to ITS in connection with such transaction(s) on this Website.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose. The limitations of liability provided in these Terms of Use inure to the benefit of the ITS Affiliates, the ITS Partners, and/or their respective Suppliers.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the ITS Affiliates, the ITS Partners, and/or their respective Suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (a) your breach of any Travel Agreement, these Terms of Use or the documents referenced herein; (b) your violation of any law or the rights of a third party; or (c) your use of this Website.

PRIVACY POLICY

Please click here to review our current Privacy Policy, which also governs your use of the Website and, as stated above, is incorporated by reference, to understand our practices: Privacy Policy

GENERAL

Your use of mapping available on this Website is governed by Terms of Use and Privacy Statements of Farelogix, TripAdvisor, Tourico Holidays, Booking.com, EAN and Google. Such providers reserve the right to change their Terms of Use and Privacy Statements at any time, at their sole discretion.

These Terms of Use are governed by the Federal Arbitration Act, federal arbitration law, and for reservations made by U.S. residents, the laws of the state in which your billing address is located, without regard to principles of conflicts of laws. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

You agree that no joint venture, partnership, or employment relationship exists between you and the ITS Affiliates as a result of this Agreement or use of this Website.

Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use.

If any part of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of this Agreement at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.

This Agreement (and any other Terms of Use or policies referenced herein), together with the Travel Agreement, constitutes the entire agreement between you and ITS with respect to this Website, our services and your dealings and relationships with us, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial, arbitration or any other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Fictitious names of companies, products, people, characters, and/or data mentioned on this Website are not intended to represent any real individual, company, product, or event.

Customer and ITS agree to cooperate with, and to supply information to, the other party to facilitate the operation and evaluation of the Website. At any time and from time to time after the date hereof, at the request of either Customer or ITS, and without further consideration, each such party will execute and deliver such other and further instruments and documents, and take such other action, as the other party may reasonably deem necessary, convenient or desirable in order to more effectively assist either party in exercising all rights with respect hereto and/or in carrying out the business, duties, and obligations created by this Agreement.

Any rights not expressly granted herein are reserved.

SERVICE HELP

For quick answers to your questions or ways to contact us, visit our Customer Support Center. Or, you can write to us at: support@its.com.

© 2018 Internet Travel Solutions, LLC. All rights reserved.