Please review these Additional Terms of Service for Enterprise Customers thoroughly. The Enterprise Customer Terms of Service are subject to the Master Terms of Service available here.
If you have questions on these Enterprise Customer Terms of Service, please contact us before you use our Services. If you are a Enterprise Customer as defined in the Master Terms of Service, these Enterprise 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 Enterprise 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
b. 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.
c. 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. [Restricted business option]Additionally, you must not use our Services for the activities we list as restricted businesses (available here), unless you have received our prior written approval.
d. 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 technical support for any third-party software of any kind.
e. Service Level Agreement. If we have agreed to a service level agreement regarding the Platform’s uptime, service disruption resolutions, and (if applicable) service level credits for any failure of the Platform to meet certain operational requirements with you through an Order, failure to attain service levels as stated in the service level agreement shall not constitute a breach of the Agreement and the award of service level credits is your sole remedy for any such resulting downtime.
f. Customer Responsibilities. In addition to your other obligations in the Agreement and these Enterprise 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 Business Providers (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.
e. 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 Accommodation Providers 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 regarding your use of Payments Functionality in your capacity as a card-not-present merchant using an outsourced e-commerce payments processing solution to which the requirements under the PCI Self Assessment Questionnaire – A (SAQ-A) applies; 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.
c. 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.
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. Payment. As mutually agreed, payment of Fees may be made by electronic funds transfer, wire, credit card payment, or any other 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
b. Order Form, payment of Fees is due within 30 days of the date of the applicable invoice. 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 other Customer 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, ANOTHER CUSTOMER, 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 ANOTHER CUSTOMER, YOU ARE SOLELY LIABLE TO THE OTHER CUSTOMER 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 OTHER CUSTOMERS REGARDING YOUR REQUEST THAT WE DELETE CUSTOMER DATA.
d. 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 Enterprise 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. Confidential Information
a. This section applies even if there is a non-disclosure agreement between the Parties and for purposes of the Agreement, supersede any such agreement. “Confidential Information” means the terms of the Agreement and all information or material which (i) gives the disclosing Party or a third-party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Party who owns the Confidential Information; or (ii) which is either: (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. Notwithstanding the foregoing, Confidential Information will not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving Party; (ii) was previously known to the receiving Party or lawfully received by the receiving Party from a third-party, in each case without any condition or obligation of confidentiality attached to it; or (iii) is independently developed by the receiving Party without reference to the Confidential Information of the other Party.
b. The receiving Party shall not use any of the disclosing Party’s Confidential Information other than to exercise its rights and perform its obligations under the Agreement and shall not disclose the disclosing Party’s Confidential Information to anyone other than the receiving Party’s, Affiliates, employees, directors, professional advisors, business partners, suppliers, subprocessors, subcontractors, and independent contractors who have a need to know such Confidential Information for purposes of the Agreement and who are subject to confidentiality obligations no less restrictive than those contained in this section. The receiving Party shall protect the disclosing Party’s Confidential Information from unauthorized use, access, and disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
c. In the event any Confidential Information is required to be disclosed by a receiving Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency, securities exchange, listing authority or other governmental authority, or is otherwise required by Applicable Law, the receiving Party requested or required to disclose such Confidential Information will, unless prohibited by the terms of a subpoena, order, demand, or request, (i) promptly notify the disclosing Party of the terms and circumstances surrounding such demand or request, and (ii) consult with the disclosing Party on the advisability of making legal efforts to resist or narrow such demand or request. If disclosure of such Confidential Information is required pursuant to the foregoing and regardless of whether the receiving Party is prohibited from notifying the disclosing Party of a subpoena, order, or demand, the receiving Party will use its reasonable efforts to narrow the scope of disclosure and obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information.
d. As between the Company and the Customer, the Customer’s Confidential Information will remain the sole and exclusive property of the Customer, and the Company’s Confidential Information will remain the sole and exclusive property of the Company.
e. Each Party acknowledges that a breach of the provisions in this section will cause irreparable harm and damage and agrees that the disclosing Party will be entitled to seek injunctive relief under the Agreement, as well as such further relief as may be granted under Applicable Laws.
f. This section survives termination of the Agreement for any reason. Upon termination of the Agreement, each Party agrees to promptly return all Confidential Information of the other Party in its possession or under its control or to certify in writing that it has irreversibly destroyed such Confidential Information. Provided, however, that each Party may retain one copy of Confidential Information in accordance with its standard and routine backup procedures, provided that such copy shall remain confidential for so long as it is retained.
10. Terms and 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”). [optional automatic renewals]Each Order will automatically renew for additional one-year periods, unless either Party gives the other Party written notice of non-renewal at least 90 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. Term of Professional Services. The term of Professional Services is stated in the applicable SOW for those Professional Services.
c. Fee Increases. The pricing of all Platform Fees during any subsequent Renewal Term will be up to five percent (5%) higher than in the immediately prior term.
IN 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. Business Providers are third parties. We are not liable for the actions, omissions, errors, breach of duties or ethics, or non-compliance of Business Providers with Applicable Laws, or the use by Business Providers of your products or services in any way whatsoever. We do not represent or warrant that an Business Provider 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 a Business Provider. We nor the Platform reviews the qualifications, ability to pay, appropriateness, or other characteristics of Business Providers. Your interaction, transaction, and business with a Business Provider is entirely at your own risk.
b. 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.