Please review these Additional Terms of Service for Business Customers (“Business Customer Terms of Service”) thoroughly. The Business Customer Terms of Service are subject to the Master Terms of Service available here. If you have questions on these Business Customer Terms of Service, please contact us before you use our Services.
If you are a Business Customer as defined in the Master Terms of Service, these Business Customer Terms of Service apply to you and by purchasing access to or using the Services you are agreeing to the terms and conditions in these Business Customer Terms of Service, which means you will be in a legal agreement with 10712086 Canada Inc., doing business as the Tourism Technology Company (the “Company”, "we", “us”, "our", and similar expressions).
1. Definitions and Interpretation
a. Definitions. In these Enterprise Customer Terms of Service, capitalized words not otherwise defined are given the meanings in the Master Terms of Service.
b. Interpretation. Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine. The headings are intended solely for convenience of reference and will be given no effect in the interpretation or construction of these Enterprise Customer Terms of Service. Wherever the words “include”, “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes”, or “including” shall not be considered to set forth an exhaustive list.
2. Use of the Platform and our Services
a. Use. Our Platform allows you to share your accommodation (“Accommodation”) or offer activities, experiences, and services (“Experiences”) (which for the purposes of these Business Customer Terms of Services, Accommodations and Experiences are collectively considered Customer Services within the meaning of the Master Terms of Service) with Guests (a “Listing”). We do not direct or control your Customer Services to Guests, and you are responsible for setting your prices, availability, and terms of your Customer Services with Guests. Your relationship with us is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of the Company. When you accept a booking request, or receive a booking confirmation through the Platform, you are entering into a contract directly with the Guest. Any terms, policies, or conditions that you include in any supplemental contract with Guests must: (i) be consistent with the Agreement and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.
b. Managing Listings. The Platform provides tools for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Accommodation, Experiences, and other or related Customer Services including your prices and other charges like cleaning fees, resort fees, offline fees, and any rules or requirements that apply to your Guests or Listing. You are responsible for keeping your Listing information (including calendar availability) and content (like photos and descriptions) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your services and suggest you carefully review policy terms and conditions including coverage details and exclusions. You may only maintain one Listing per Accommodation, but may have multiple Listings for a single property if it has multiple places to stay. Similarly, you may only have one Listing per Experience.
c. Authorized Users. You will receive access to the Platform for up to the number of Authorized Users indicated on the applicable Order. You may increase the number of Authorized Users at any time during the Term, in accordance with our then-current process, provided that you pay the applicable Fees for the number of Authorized Users accessing the Platform exceeding the maximum number specified in the applicable original Order. To access the Platform, Authorized Users must accept our acceptable use terms applicable to Authorized Users as provided on the Platform or on our website, which may be updated by us from time to time. Any acts or omissions of an Authorized User in connection with that Authorized User’s use of the Services is deemed to be an act or omission by you. You are solely responsible for promptly notifying us if an Authorized User is no longer using the Platform, whether by contacting us or through the Authorized User management mechanisms (if any) we provide in the Platform, and we will promptly remove such Authorized User’s access to the Platform. You agree to ensure that your Authorized Users use the Services in accordance with the terms and conditions of the Agreement. .
d. Prohibited Businesses. Our Services may not be used for any activities that violate Applicable Laws or by any businesses or organizations that engage in, encourage, or promote unlawful activities or any purposes that are, in our determination, unfair, predatory, or deceptive.
e. Standard Support Services. We provide technical and support services (“Support Services”) to you during our regular business hours and after hours or weekend emergency support through the communication means we make available for such support. Our Support Services are limited to matters pertaining to our Platform, corporate policies, and the Agreement. We do not provide support for any third-party software or Customer Services of any kind
f. Customer Responsibilities. In addition to your other obligations in the Agreement and these Business Customer Terms of Service, you agree to: (i) carry out all responsibilities that you have in the Agreement in a timely and efficient manner, and you agree that we may adjust any agreed upon timetable or delivery schedule as reasonably necessary if you do not meet your obligations under the Agreement; (ii) ensure that a security program is in place that complies with industry best security standards to protect your network and systems (including secure maintenance of login details and passwords) and, in the event of any unauthorized access to or use of the Services, promptly notify us; and (iii) be solely responsible for your network connections and telecommunications links from your devices to our Platform and for all problems, conditions, delays, failures, and all other loss or damage arising from or relating to your internet access to our Platform.
3. E-Signature Services.
The Platform may allow you to collect e-signatures on waivers of liability, consents, agreements, and other documents. You acknowledge and agree that we provide the e-signature functionality solely for you to obtain signatures electronically and for temporary storage of documents according to the storage limits set out in your Order. We do not guarantee or warrant that the e-signature service creates binding or legally enforceable agreements in any jurisdiction, and we have no liability of any kind regarding your use of the feature. You remain solely responsible for ensuring the enforceability and suitability of any document that you or your customers sign through the e-signature feature of the Platform, and for regularly downloading and retaining copies of all such e-signed documents. This subsection survives the termination of the Agreement for any reason.
4. Payment Processing Services
a. Payment Processing Services. If included in an Order, your access to and use of the Platform may include payment processing functionality (“Payments Functionality”) that we either provide to you directly or through an integration with a Third-Party Service to collect payments from Guests (a “Third-Party Payments Processor”). When connecting your use of the Platform to a Third-Party Payments Processor, you must follow all instructions we provide to you and any applicable instructions of the Third-Party Payments Processor. By using the services of a Third-Party Payments Processor, you are agreeing to be bound by the terms and conditions of the Third-Party Payments Processor as they are made available to you, as they may be amended from time to time. Your continued use of your Third-Party Payments Processor’s services after the amended terms become effective constitutes your agreement to, and acceptance of, the amended terms.
b. Third-Party Payments Processor Account. After you sign up for Payments Functionality services to be provided by a Third-Party Payments Processor, we will create an account (the “Third-Party Payments Processor Account”) with the selected Third-Party Payments Processor or its applicable regional affiliate on your behalf using the account information and other relevant Customer Data you have given to us, and you consent to us doing so. If you do not wish to keep your Third-Party Payments Processor Account active, it is your responsibility to deactivate it.
c. Use of Payments Functionality. You agree to use Payments Functionality only in connection with your authorized use of the Platform under this Agreement and the applicable Order; any use of Payments Functionality outside of the intended use of the Platform without our prior written consent, which we may withhold in our sole discretion, is prohibited. Without limiting any other general disclaimer of liability we make under this Agreement or Applicable Law, we are not liable or responsible for: any agreements, refunds policies, settlement of accounts, deposits, or other financial arrangements between you and Guests or any of your other customers; your compliance with Payment Card Industry (“PCI”) Data Security Standard requirements and testing procedures (“PCI DSS”), other than as expressly applicable to us under the PCI DSS; any liability regarding your obligation to collect and remit goods and services, harmonized, value-added, or other applicable tax; or any other liability that may arise by or through your use of Payments Functionality.
d. Third-Party Service. The Third-Party Payments Processor Account and services of the Third-Party Payments Processor are Third-Party Services as defined in this Agreement and we disclaim all liability for your use of the same. Without limiting the generality of the foregoing, we are not liable or responsible for: any failure of the Third-Party Payments Processor to collect or remit a payment to you; any fees for the Third-Party Payments Processor’s services; the performance by the Third-Party Payments Processor of any of its obligations under the terms applicable to its services to you; or any other liability that may arise by or through your use of Payments Functionality provided through the Third-Party Payments Processor.
e. Acknowledgment Regarding Merchant of Account. You acknowledge and agree that we are not the merchant of record for any payments processing activities you do through the Payments Functionality. By using the Payments Functionality, whether provided directly by us or through a Third-Party Payments Processor, you agree that you are the merchant of record for all payments processed and collected. You are responsible for, and represent and warrant to us, that you are and will be in compliance with all PCI DSS requirements and PCI rules applicable to your use of the Payments Functionality. This subsection survives the termination of the Agreement for any reason.
f. Deduction. You agree that we may collect applicable Fees and taxes from you by deducting those amounts from the payout you receive through the Payments Functionality unless we and you agree to a different method.
5. Professional Services. When providing Professional Services to you, the following additional terms apply to the Professional Services:
a. Scope. We will provide the Professional Services to you for the term set out in the Order or SOW applicable to the Professional Services and will perform the Professional Services in a professional manner in accordance with generally accepted industry standards.
b. Cooperation. For us to perform the Professional Services, you will: make yourself available at such times as we may request; allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Data, necessary to enable us to perform the Professional Services; respond to our inquiries related to the Professional Services; and provide complete, accurate, and timely information, data, and feedback, all as reasonably required by us. Our performance of the Professional Services may be delayed or adversely impacted because of your non-cooperation as required by this subsection. You acknowledge and agree that we will not be liable for any such consequences, and you will not be relieved of your obligation to pay Fees to us for the Professional Services due to any delay or adverse impact on the Professional Services due to your failure to cooperate as required by this subsection.
c. Changes. You may, from time to time, request changes to the Professional Services (a “Change”). If we can accommodate your requested Change, we will provide an Order or SOW amendment that includes, among other things, the additional Fees, if any, and other terms that will apply to the Change, and which will be deemed to amend and modify the original Order for the Professional Services subject to the Change. If you do not sign the Order for the Change, the original Order will continue to apply to the Professional Services, unamended.
d. Subcontracting. We may, in our sole discretion, use one or more subcontractors to fulfill our responsibilities in delivering Professional Services, provided that we will be fully responsible to you for the Professional Services, whether performed by our own personnel or by a subcontractor.
e. License to Materials. During the Order Term applicable to the Professional Services, we grant you a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use any training materials or other Documentation provided to you by us in the course of providing the Professional Services.
a. Fees. Business Customers agree to pay us a percentage of the transaction value they charge to Guests through the Platform (the “Transaction Fee”). The specific percentage for Transaction Fees applicable to you was stated in your Order. We may update the percentage applicable to Transaction Fees from time to time by posting the revised percentage on our Platform, at the time you post a Listing, or by communicating the change to you through the communication methods (e.g., email) you provide to us in your Order. Transaction Fees are adjusted for cancellations by Guests. You agree to not cancel a Listing or booking by a Guest to transact outside of the Platform and avoid paying a Transaction Fee, and you agree that we may, in addition to any other remedy we have under the Agreement or Applicable Law, charge you for a reasonable estimation of the Transaction Fee we would have collected from you if you breach this obligation.
b. Payment. Payment of Fees may be made by electronic funds transfer, wire, credit card payment, or another payment method agreed to by us. Payment by electronic funds transfer or wire is considered made when released from our account; payment by cheque is considered made when received. You agree to pay interest on any amounts which are not paid by the applicable due date at a rate per annum of twelve percent (12%) or the maximum rate permitted under Applicable Law, calculated on a daily basis on the daily outstanding balance from such due date plus all reasonable expenses and fees of collection. Unless otherwise stated in an Order or when payment is collected at the time an Order is placed, payment of Fees is due within 30 days of the date of the applicable invoice.
c. Ordering Additional Services. You may request additional Authorized Users or additional Services, the specifics of which will be stated in an applicable Order agreed to by both Parties for the additional Authorized Users or additional Services. Your agreement to that Order will be a binding commitment to purchase the additional Authorized Users or additional Services described in the Order.
a. Consents and Right to Use Customer Data. You have sole responsibility for the legality and right to use the Customer Data and for obtaining all necessary licenses, clearances, permissions, and authorizations for use of Customer Data in connection with the Services, including as needed under Privacy Laws (including for Customer Data to be transferred to and processed by us and our subprocessors).
b. Deletion of Customer Data. You are either the controller or a sub-controller of Personal Data included in your Customer Data that you store, use, or disclose on or through the Platform. Subject to us retaining Personal Data as required under Privacy Laws, respecting and responding to data subject rights under Privacy Laws, routine backup of Customer Data and the retention and destruction and procedures we follow under our backup and retention policies, and complying with the instructions of the Guest who is the subject of the Personal Data, we will delete such Customer Data within a reasonable period of time when you request us to do so. You acknowledge and agree that when we delete such Customer Data it may be irreversibly deleted, and you will no longer have access to the data in any form. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE TO YOU, A GUEST, OR ANY THIRD PARTY, AND YOU HAVE NO RECOURSE AGAINST US, INCLUDING UNDER ANY INDEMNIFICATION PROVIDED IN OR UNDER THE AGREEMENT, FOR DELETING CUSTOMER DATA AT YOUR REQUEST. AS BETWEEN YOU AND A GUEST, YOU ARE SOLELY LIABLE TO THE GUEST WHOSE PERSONAL DATA OR OTHER INFORMATION IS DELETED DUE TO YOUR REQUEST, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH DATA OR INFORMATION RETENTION OBLIGATIONS UNDER PRIVACY LAWS, APPLICABLE LAWS, CODES OF CONDUCT OR ETHICS, RULES OR PROCEDURES OF GOVERNING BODIES, OR AGREEMENTS THAT YOU HAVE WITH GUESTS REGARDING YOUR REQUEST THAT WE DELETE CUSTOMER DATA.
c. Use of Aggregate Data. If Aggregate Data is provided to you, you agree that you bear all liability for, and will indemnify us and our Affiliates against any actions related to your usage of the Aggregate Data, including your actual or attempted reversal of anonymization, de-identification, or aggregation processes for purposes of re-associating the data with specific individuals or legal entities, including by reference to or with the combination of other datasets in any manner whatsoever. This subsection survives the termination of the Agreement for any reason.
8. Intellectual Property
a. Ownership of the Deliverables under Professional Services. Unless otherwise stated in the applicable SOW and subject to the Intellectual Property Rights expressly reserved by us under the Agreement and the Intellectual Property Rights of third-party licensors, all work product and deliverables created for or delivered to you under an applicable SOW as Professional Services (“Deliverables”) and all Intellectual Property Rights in the same are owned and held by us; provided, however that we grant you a limited, revocable, non-exclusive, non-sublicensable license to use the Deliverables for your own business use during the Term. Nothing in the Agreement will prevent us from providing services or developing work products and Deliverables that are competitive with, or functionally comparable to, the Professional Services and the Deliverables provided to you under an applicable SOW.
b. License of Customer Graphics. You grant us and our Affiliates, a royalty-free, non-exclusive, worldwide, license during the Term to use and display your graphics, service marks, logos and trademarks approved by you on the Platform as required to provide the Services and for the purpose of performing our obligations under the Agreement.
c. Survival. Unless these Business Customer Terms of Service Agreement otherwise expressly states that a provision in this section is to end upon the termination of expiry of the Agreement, the terms of this section survive the termination of the Agreement for any reason.
9. Terms of Termination
a. Term of Order. The initial term of access to the Platform, including optional services and features that offer additional functionality and features to the Platform identified on the Order, is as specified in the applicable Order (the “Initial Term”). Each Order will automatically renew for additional periods of the same duration as the Initial Term, unless either Party gives the other Party written notice of non-renewal at least 14 days before the end of the relevant subscription term (each, a “Renewal Term”). If immediately following the expiration of the Order Term, the Parties are negotiating a renewal of that Order and the Customer’s access to the Platform continues, the Order Term will remain in effect for up to 90 days (unless otherwise extended by agreement of the Parties in writing) from the expiration date of the Order to allow the Parties to carry out the renewal. In such a case, the Order will continue to be subject to this Agreement and the Company will invoice the Customer monthly in arrears for the continued access to the Platform according to the terms of the Order until the renewal is completed, after which the Customer will be invoiced according to the terms agreed upon by the Parties under the renewed Order..
b. Termination by Enterprise Customer. If the Enterprise Customer applicable to your jurisdiction terminates its use of our Services, we have the option to terminate your use of our Services or, in our discretion, we may continue to provide you with our Services either for your own account or in connection with another Enterprise Customer.
c. Term of Professional Services. The term of Professional Services is stated in the applicable SOW for those Professional Services.
d. Fee Increases. The pricing of all Platform Fees during any subsequent Renewal Term will be the then current pricing we offer to access our Platform.
N ADDITION TO ALL DISCLAIMERS OR LIMITATIONS ON OUR LIABILITY MADE IN THE MASTER TERMS OF SERVICE, YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING DISCLAIMERS OF LIABILITY, WHICH ARE MADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
a. Enterprise Customers. Enterprise Customers and Guests are third parties. We are not liable for the actions, omissions, errors, breach of duties or ethics, or non-compliance of Enterprise Customers, Guests, or any other Customers with Applicable Laws, or the use by them of your products or services in any way whatsoever. We do not represent or warrant that another Customer is authorized, licensed, or permitted under Applicable Laws or any other rule to use your products or services. The Platform does not ensure, and we cannot represent, warrant, or guarantee, that you have a binding, legally enforceable contract for your products or services with another Customer. We nor the Platform reviews the qualifications, ability to pay, appropriateness, or other characteristics of you or other Customers. Your interaction, transaction, and business with a Enterprise Customer, Guest, or another Customer is entirely at your own risk.
b. Compliance with Applicable Laws and other rules. By granting you with access to the Platform and providing Services to you we do not in any way whatsoever represent, warrant, or guarantee that your use of the Platform or Services complies with Applicable Laws or any other rule applicable to you. You are solely responsible for ensuring that your access to and use of the Platform or Services is in compliance with Applicable Laws. For example, you may be required to: comply with zoning or other laws that restrict the short-term rental of residential properties; register, get a permit, or obtain a license before providing certain Customer Services (such as short-term rentals, longer-term stays, preparing food, serving alcohol for sale, guiding tours, or operating a vehicle); register Guests who stay at your Accommodation or participate in your Experience; meet tenancy rights for Guests and additional obligations for Business Customers; or comply with landlord-tenant, rent control, and eviction laws that may apply to longer stays. Check your local rules to learn what rules apply to your Customer Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations.
c. ]Sharing information with other parties. The Platform allows you to share Personal Data about a Guest (“Transmitted Content”) with third parties that you select through the functionality of the Platform. We make no representation and will have no liability or obligation whatsoever regarding (i) the compliance of any transfers of Transmitted Content with Privacy Laws, (ii) whether the individual data subject has consented to the collection, use, or disclosure of their Personal Data, (iii) the use or disclosure of the Transmitted Content by the recipient, including any errors or omissions made by the recipient, (iv) the accuracy of the contact information of the recipient of the Transmitted Content displayed on the Platform, (v) the quality or accuracy of the Transmitted Content, (vi) the successful transmission of the Transmitted Content, (vii) the qualifications, certifications, or expertise of the recipient of the Transmitted Content, or (viii) the right, ability, or legality of the recipient to receive, use, or further disclose the Transmitted Content.
d. Receiving information from other parties. The Platform enables you to receive Personal Data from third parties (“Received Content”). We make no representation and will have no liability or obligation whatsoever regarding (i) the compliance of any transfers of Received Content with Privacy Laws, (ii) whether the individual data subject has consented to the collection, use, or disclosure of their Personal Data, (iii) your use or disclosure of the Received Content, including any errors or omissions made by you, (iv) the quality or accuracy of the Received Content, (v) the qualifications, certifications, or expertise of the sender of the Received Content, or (vi) the right, ability, or legality of you to receive, use, or further disclose the Received Content.
e. Billing and receiving payments from other parties. The Platform enables you to send billing information, invoices, and other similar information to Guests and other recipients through integrations we provide. We make no representation and will have no liability or obligation whatsoever regarding (i) the accuracy of billing information, (ii) the successful or timely transmission and receipt of billing information, or (iii) the payment obligations of any third party.
f. Assumption of risk. You acknowledge that providing an Accommodation, Experience, and any other Customer Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Platform and offering Customer Services. You agree that you have had the opportunity to investigate the Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Customer Services and that you are not relying upon any statement of law made by us.