Terms & Conditions

Technology Participation Agreement

TL CONNECT

This TECHNOLOGY PARTICIPATION AGREEMENT (together with Exhibit A attached, the “Agreement”), is by and between Travel Leaders Corporate, LLC, a Delaware limited liability company, (“TLC”) and the designated Member Agency listed below (“Participant”).

BACKGROUND

A.   Travel Leaders Corporate has developed software titled TL Connect, to offer a service for it clients to register a profile and connect via text to correspond with a travel agent; and

 

B.   Pursuant to the terms of this Agreement, Participant wants to receive, and TLC is willing to provide TL Connect.

AGREEMENT

1. GRANT OF RIGHTS

a.   Right to Use. Upon Participant’s execution of this Agreement, TLC grants to Participant, a non-exclusive, revocable, non-transferable, and non-assignable right to use and access TL Connect. TL Connect services include a profile registration portal for individual and administrative profile management, the TL Connect web based portal for individual mobile chat and SMS text communication with the TLC agent team, travel service disruption notifications, the ability to send messages to travelers within their company via the TL Connect portal, and 1 administrative user license for access to travel spend and trend reporting. This Participant Agreement is personal to Participant.

 

b. Reservation of Rights. All rights not specifically granted to Participant under this agreement are expressly reserved to TLC, its subsidiaries and affiliates.

2. FEES AND TAXES

a.   Fees shall be paid directly to TLC stated on the attached Exhibit A.  Fees are subject to change at the discretion of TLC, and may be amended as needed upon the agreement of TLC and Participant.

 

b.   All amounts specified are net amounts and are exclusive of all duties, sales, or value added taxes, customs duties, tariffs, or other similar taxes, assessments, or excises, however designated or levied, whether payable directly by or indirectly through TLC in compliance with applicable law. All payments shall be made without set-off, reduction, or deduction based on any currency control restrictions, expenses, costs, taxes, duties, assessments, or liabilities incurred or imposed by or on TLC as a result of this Agreement.

3. PROPRIETARY RIGHT PROTECTION.

TLC and Participant will be disclosing to each other certain confidential information in tangible or intangible form, including but not limited to the existence of this Agreement and Participant’s customer data, (“Proprietary Information”). The Proprietary Information has tangible value, contains intellectual property belonging to both parties, and is protected by law, including without limitation United States copyright laws and international treaties. The Proprietary Information of each party is, and remains, that party’s sole and exclusive property; either party would be irreparably damaged if the Proprietary Information were disclosed without its prior authorization.  Therefore, both parties acknowledge and agree that: (a) the parties will maintain the Proprietary Information in the strictest confidence and will use the Proprietary Information only for the performance of  each party’s rights and obligations under this Agreement; and (b) other than as expressly provided in this Agreement, it shall have no right to copy or reproduce the Proprietary Information, in whole or in part, electronically or otherwise, without the other party’s express prior written permission, and will return any Proprietary Information (and any copies) upon termination of this Agreement. Any breach of this Section 3 by either party will result in immediate and irreparable injury to the other party, who shall be entitled to take whatever actions may be necessary, at law or in equity, to preserve the trade secret, confidential, and proprietary nature of the Proprietary Information. Obligations of either party relating to the confidentiality of the Proprietary Information will survive expiration or termination of this Agreement.

4. WARRANTIES AND LIMIT OF LIABILITY:

The services described herein are provided to Participant on an “as is” basis, without warranty of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Nothing in this Agreement shall create any liability or obligation on the part of TLC to Participant. TLC accepts no responsibility for any acts, errors or omissions of the Participant and its customers with respect to misuse of any intellectual property of customer or any other third party (including all logos, trademarks or other materials). Participant is solely responsible for acquiring permission from any such customer or third party to use such intellectual property.

5. HOLD HARMLESS:

Both TLC and Participant agree to indemnify, defend and hold each other harmless from and against any liability, loss, cost or expense resulting from any failure by such party to perform any representation, warranty, or obligation under this Agreement. Neither Participant nor TLC will be liable for incidental or consequential damages arising out of any dispute under this Agreement. TLC will not be liable in any event for the results of the services where the results are incorrect due to information provided by Participant or a failure of Participant to comply with the terms of this Agreement. TLC assumes no responsibility for any action beyond the direct control of TLC.

6. TERM AND TERMINATION.

The term of this Agreement will begin on the date of purchase and will continue for a period of either one (1) year, or one (1) month, plan dependent, and will automatically renew for additional one (1) year/month, unless terminated earlier pursuant to this Agreement. TLC has the right to require Participant to execute the then-current form of this Agreement.

TLC has the right to terminate this Agreement immediately and without notice to Participant if Participant (a) breaches this Agreement; or (b) fails to pay, when due, any fees under this Agreement.

The Participant has the right to terminate the Agreement at anytime, but will be charged for the remainder of the contract. TLC will continue service for the remainder of the term.

7. GOVERNING LAW:

This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota and subject to the jurisdiction and venue of the Minnesota state and federal courts.

8. SEVERABILITY:

If any portion of this Agreement shall be found to be illegal, invalid or contrary to public policy, the same may be modified or stricken by a court of competent jurisdiction to the extent necessary to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification of any provision shall not have the effect of invalidating the Agreement as a whole.

9. DATA TRANSMISSION:

Participant acknowledges that certain data will be transmitted by TLC to the Service Provider Participant acknowledges that there is always a risk that certain data transmitted in this way could be intercepted in transmission and disclosed to third parties as a result. Participant further acknowledges and agrees that it will indemnify and hold TLC harmless from and against any and all losses, claims and damages, including actual and reasonable attorneys’ fees and defense costs, which TLC suffers as a result of the disclosure of any data contained in the files transferred to TLC by Participant using this process.

10. WEBSITE USE AND PRIVACY POLICY.

The following links contain information on our policies and are incorporated into this Agreement:

 

            Terms of Use: http://www.travelleadersgroup.com/terms-of-use/; and

            Privacy Policy: http://www.travelleadersgroup.com/privacy-policy/

ENTIRE AGREEMENT:

This Agreement constitutes the entire Agreement of the parties, and no modification of this Agreement shall be binding unless executed in writing by all the parties hereto, signed by both parties, and shall specify the cost of such changes. Participant has not relied on any promise, representation or undertaking not set forth in this Agreement. This Agreement is a completely separate agreement between the parties. Failure of either party to enforce any of the terms and conditions of this Agreement shall not constitute waiver of this right subsequently to enforce such provisions, or to enforce other provisions of this Agreement.

By purchasing I (The Participant) agree to be bound by the terms and conditions of this Participant Agreement. I understand that I will be charged all applicable fees associated my participation in any of the products associated with this Participation Agreement.

Exhibit A –TL CONNECT

Traveler purchase:

 

Monthly: 

List price: $99/month

Billed upon purchase

Minimum length: 1 month

 

Yearly: 

List Price: $85/month

Billed for 12 months of service upon purchase ($1020)

Minimum length: 1 year

Listed offer: ONE MONTH FREE

Travel Managers:

 

List price: $TBD/month/user

Billed upon purchase

Minimum length: 1 month

Note: Pricing is subject to change without notice.  Prices will be applicable as soon as any site is active.