Terms & Conditions

SAAS SERVICES AND SUPPORT
1. Subject to the terms of this Agreement and conditioned upon Customer’s payment of the Fees identified in the Order Form, Company will use commercially reasonable efforts to provide Customer and the Authorized Users identified in the Order Form (“Authorized Users”), the Services.
2. Subject to the terms hereof, the Company will provide reasonable technical support services to customers and authorized users in accordance with the terms set forth in the applicable Statement of Work (SOW) or Service Level Agreement (SLA), as specified in the Order Form or relevant Exhibit.
INDEPENDENT CONTRACTOR
1. Company’s relationship with Customer under this Agreement is that of an independent contractor and not partner, joint venturer, joint employer, agent, employee, or any other capacity, and neither Company nor Customer shall represent to any other person that Company’s relationship to Customer under this Agreement is other than that of an independent contractor.
RESTRICTIONS AND RESPONSIBILITIES
1. Customer and Authorized Users will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer or Authorized Users for use on Customer premises or Customer/Authorized User devices, Company hereby grants Customer and Authorized Users a non-exclusive, non-transferable, non-sublicensable license to access and/or use such Software during the Term only in connection with the Services.
2. Further, Customer and Authorized Users may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items,” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
3. Customer represents covenants and warrants that (a) Customer and Authorized Users will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations; (b) Customer and Authorized Users have the necessary permission and authorization for the Services to communicate with the Customer’s and Authorized Users’ software; (c) Customer and Authorized Users transfer and disclosure of any data or information to Company is in compliance with all applicable laws, and (d) Customer and Authorized User obtained all data and information transferred and disclosed to Company in compliance with all applicable laws. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed for it or its Authorized Users to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer and Authorized Users account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer and Authorized Users account or the Equipment with or without Customer’s knowledge or consent.
DISTRIBUTION OF INVENTORY AND CONTENT
1. If the Customer has opted in for Distribution Services on the Order Form, the terms and conditions specific to distribution are outlined in the applicable Distribution Terms Exhibit attached to this Agreement. These terms govern the distribution of the Customer’s inventory and content, including hotel reservations, golf tee times, spa appointments, and other ancillary services, to third-party platforms and demand partners to enhance visibility and drive bookings.
2. The Company may add demand partners from time to time to distribute the Customer's inventory. The Customer will receive a notice from the Company stating the option to opt-in for each demand partner.
3. If the Customer opts in, the Company shall have the right to distribute the Customer's inventory and content, including but not limited to hotel and experience listings, to third parties and demand partners to enhance visibility and drive bookings.
4. Customers may at any time give the Company a 30-day written notice to opt out of the distribution of inventory and content to any individual demand partner or all demand partners. Opting out of distribution to one or more demand partners will not affect the rest of this Agreement, and the Services will continue as agreed upon.
5. The distribution may include, but is not limited to, listing Customer's inventory and content on third-party websites and platforms and through various marketing channels as deemed appropriate by the Company.
6. The Customer grants the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and display the Customer’s inventory and content for the purposes described in this clause. The Customer retains all intellectual property rights to its content, and this license will continue until the termination or expiration of the Agreement, or until the Customer revokes the opt-in selection in writing.
7. This Agreement shall remain in effect until terminated by either party upon sixty (60) days’ written notice, in accordance with the termination provisions set forth in Section 8. Channels may specify unique termination provisions in their respective exhibits, which shall apply only to that channel. Termination of distribution services for specific channels does not affect the overall provision of SaaS services under this Agreement, and the termination of the Agreement in its entirety will be governed by Section 8.
8. The Customer shall provide accurate and up-to-date inventory and content to ensure effective distribution. The Customer is responsible for any inaccuracies in the provided content and inventory. In the event of inaccuracies, the Customer agrees to promptly correct any errors that may impact distribution effectiveness.
9. The Company may engage with various third-party partners and platforms at its discretion to facilitate the distribution of the Customer’s inventory and content. The terms and conditions of any third parties are their own, and the Company shall not be held responsible for third-party policies or actions.
NAMES AND TRADEMARKS
1. Company shall not, without Customer's prior written consent in each case, use any name, trade name, trademark, or other designation of Customer (including contraction, abbreviation, or simulation) in advertising, publicity, or promotional activities. Such consent shall not be unreasonably withheld or delayed. Company acknowledges that it will acquire no ownership rights in Customer’s intellectual property ("Customer IP"). All permitted use by the Company of Customer IP shall be for the Customer's benefit. Any modification of Customer IP developed during this Agreement's term will be the Customer's exclusive property.
CONFIDENTIALITY; PROPRIETARY RIGHTS
1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2. Customer shall own all rights, titles, and interests in and to the Customer Data provided to the Company as part of the Services. Company shall own and retain all rights, titles, and interests in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Company and Customer shall each implement and maintain reasonable safeguards to protect the confidentiality and integrity of the other party’s Confidential Information. In addition, each party agrees to comply with the Information Security Policy provided by the other party, which outlines the security measures and protocols to be followed to protect sensitive information. Any data security incident involving the other party’s Confidential Information shall be reported promptly in accordance with the Information Security Policy. The Information Security Policy is available at https://tripfusion.com/information-security-policy.
PAYMENT OF FEES
1. The Customer will pay the Company the applicable fees for the Services and Implementation Services as described in the Order Form (the “Fees”). Payment terms, including due dates and payment methods, are specified in the Order Form. Company reserves the right to change the Fees or institute new charges and Fees at the end of the Initial Service Term or any renewal term upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.
2. For commission-based services, the Company will remit payment to the Customer for bookings made through the distribution channels within thirty (30) days after the end of any applicable refund period. If no refund period is specified, payment will be made within thirty (30) days after the booking date. Payment terms for specific distribution channels may be adjusted by mutual agreement and noted in the relevant Exhibit.
3. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all collection expenses. Service may be terminated if payment is not received within sixty (60) days of the invoice date. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on the Company’s net income.
4. Company agrees to obtain Customer’s written consent prior to incurring any reimbursable costs or expenses or providing any optional or additional services or materials to Customer. Customer shall not be responsible for paying any fees for services or reimbursing any costs or expenses unless expressly pre-approved by Customer in writing. No fees shall be increased without Customer’s express prior written consent.
MERCHANT OF RECORD
1. By default, and for all white-labeled use of the Software, the Customer will be the Merchant of Record (MOR), responsible for processing payments, managing refunds, and handling all applicable taxes related to bookings made through the white-labeled platform. The Customer agrees to comply with all applicable payment processing and tax regulations in connection with its role as the Merchant of Record.
2. In cases where the Company will act as the Merchant of Record (MOR), such as for distribution services or other specified services, this will be detailed in the relevant Exhibit or Order Form.
TERM AND TERMINATION
1. This Agreement is for the Initial Service Term specified in the Order Form and shall automatically renew for additional periods of the same duration (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term.
2. In addition to other remedies, either party may terminate this Agreement upon sixty (60) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any terms or conditions of this Agreement. If the Company terminates this Agreement due to the Customer’s breach, all amounts payable to the Company for the Initial Service Term or any Renewal Term shall be deemed fully earned and immediately due.
3. Termination discharges all executory obligations but does not affect any rights based on prior breaches or any rights/obligations intended to survive, such as indemnification and confidentiality.
4. All amounts owed to the Company or Customer will be prorated as of the termination date. Amounts owed to the Company are payable within thirty (30) days after termination. Any overpayments by the Customer will be refunded within thirty (30) days.
5. For at least 60 days following termination, the Company will, at no additional charge and regardless of payment disputes, maintain copies of and provide Customer access to all information, records, documentation, and data provided by or created specifically for Customer.
6. Within ten (10) business days, the Company shall return all PII to Customer and, within a reasonable time, wipe all PII in its possession, certifying this in writing upon request.
7. Upon termination, the Company will make all Customer Data available for electronic retrieval for thirty (30) days, after which the Company may delete stored Customer Data unless otherwise agreed.
8. All sections which by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
INSURANCE
1. During the term of this Agreement, the Company shall maintain the below insurance policies:
2. Commercial General Liability: Coverage limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury, property damage, and advertising injury.
3. Umbrella/Excess Liability: Coverage limits of no less than $2,000,000 per occurrence and aggregate, providing excess limits for General Liability Insurance.
WARRANTY AND DISCLAIMER: Company warrants that:
1. The Company shall use reasonable efforts to implement and maintain the most current version of commercially available industry-standard software to detect and prevent known viruses, worms, and other malicious code ("Virus"). The Company shall promptly notify the Customer upon confirming the existence of a Virus. If a Virus is introduced into the Customer’s systems by the Company, the Company shall use reasonable efforts, at no additional charge, to assist the Customer in mitigating the effects of the Virus and restoring lost data or operational efficiency.
2. All software and other deliverables provided by the Company under this Agreement will not knowingly infringe, misappropriate, or violate any third party’s intellectual property rights or rights of publicity or privacy.
3. Company will use and store personally identifiable information (PII) of Customer’s employees and/or customers only as necessary to fulfill its obligations under this Agreement and will use commercially reasonable efforts to secure and protect the integrity of all PII.
4. In performing its obligations under this Agreement, the Company shall comply with all applicable laws, rules, regulations, and ordinances.
MUTUAL INDEMNITY
1. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its shareholders, officers, directors, employees, agents, managers, contractors, successors, and assigns (the “Indemnitees”) from and against any and all liabilities, damages, claims, demands, causes of action, suits, judgments, and expenses (including reasonable attorney’s fees and costs at all trial and appellate levels) to the extent resulting from a breach by the Indemnifying Party (or any parties acting on its behalf, including affiliates, contractors, employees, agents, or representatives) of any obligations, representations, or warranties in this Agreement and/or the negligence or willful misconduct of the Indemnifying Party (or any parties acting on its behalf, including affiliates, contractors, employees, agents, or representatives).
2. In addition, the Customer agrees to indemnify and hold harmless the Company for any liabilities, claims, or expenses (including reasonable attorney’s fees) arising out of the use or misuse of inventory, content, or other materials distributed through third-party platforms as part of the Distribution Services. This includes claims arising from inaccurate or outdated content provided by the Customer, pricing discrepancies, intellectual property disputes, or any other issues related to the distribution of the Customer’s inventory or content through third-party channels.
3. However, neither party shall indemnify any Indemnitees for claims attributable to the breach of contract, willful misconduct, or negligence of such Indemnitees. The Indemnified Party must (a) promptly notify the Indemnifying Party of any claims, (b) provide reasonable assistance and the opportunity for the Indemnifying Party to assume sole control over defense and settlement, and (c) not settle any claim without the Indemnifying Party’s written consent.
4. If Services are held or believed to infringe on a third party’s intellectual property, the Indemnifying Party may, at its option and expense, (i) replace or modify the Service to be non-infringing with substantially similar features and functionality, (ii) obtain a license for the Indemnitees’ continued use, or (iii) terminate this Agreement and receive a prorated credit for the remainder of the contract value, net of any setup fees.
5. In addition, the Customer agrees to indemnify and hold harmless the Company for any liabilities, claims, or expenses (including reasonable attorney’s fees) arising out of any injury, death, property damage, or other harm occurring during or as a result of any travel, accommodation, or experience booked through the Company’s platform. This includes, but is not limited to, claims arising from the negligence or misconduct of the providers of such travel, accommodations, or experiences. The Company acts solely as a booking platform and is not responsible for the fulfillment of the services provided by third parties.
LIMITATION OF LIABILITY
1. Except for claims arising from a party’s gross negligence, willful misconduct, or indemnification obligations, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, or exemplary damages (including, without limitation, lost profits, loss of data or goodwill, or the costs of procuring substitute goods or services) arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.
2. Each party’s total cumulative liability to the other party from all causes of action and under all theories of liability will be limited to the total amount paid or payable by Customer to Company under this Agreement during the twelve (12) months preceding the event giving rise to the claim. This limitation will apply notwithstanding the failure of the essential purpose of any remedy hereunder.
3. The limitations set forth in this section shall not apply to (i) damages resulting from a party’s gross negligence or willful misconduct, (ii) damages for bodily injury or death, (iii) a party’s indemnification obligations under this Agreement, or (iv) breaches of confidentiality obligations.
4. Nothing in this Agreement shall limit either party's liability to the extent such limitation is prohibited by applicable law.
MISCELLANEOUS
1. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
2. Non-waiver: Either party’s failure to insist upon the performance of any term of this Agreement shall not be construed as a waiver of that party’s present or future right to such performance, and each party’s obligations in respect thereto shall continue in full force and effect.
3. Assignment: This Agreement may be freely assigned by either party to an affiliate of such party or to any purchaser of all or substantially all of the assets of such party, provided, however, that this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
4. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the state of Florida. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The place of arbitration shall be in the state of Florida. The language of the arbitration shall be English. The parties agree that the arbitration shall be conducted by a single arbitrator. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree to waive the right to a trial by jury in connection with any dispute arising out of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement.
5. Amendment: This Agreement may be amended or added to only by an agreement in writing signed by the parties hereto or their respective successors in interest.
6. Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by email; the day after it is sent if sent for next-day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to the Company shall be sent to the attention of the representative in charge of the Customer’s account. Notices to Customer shall be sent to the contact information provided in the Order Form or as otherwise specified by Customer.
7. Entire Agreement: This Agreement is the complete and exclusive statement of the parties' mutual understanding and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein.
8. Execution: The parties may execute this Agreement in counterparts and by electronic signature. Each executed counterpart will constitute an original document, and all executed counterparts, together, will constitute the same agreement.