TripActions Community Terms of Use

Last updated on June 9, 2021

These TripActions Community Terms of Use (“Terms of Use”) apply to your access and use of the TripActions Community site, including all content and programs made available on such site (together with any TripActions information, data, content and other materials, products and services available through such site, and any successor site(s), the “TripActions Community” or “Community”). By accessing the TripActions Community, you agree to these Terms of Use, our Privacy Policy, the Community Guidelines, and all other policies or notices posted through the Community. We may modify these Terms of Use from time to time and such changes will be effective upon posting the updated Terms of Use to the Community or any other applicable TripActions website. If you do not agree to the new terms, you must stop accessing the Community and close your account.

Any use of or access to the Community by anyone under the age of 16 is prohibited.

If you are accessing or using the Community to learn more about TripActions’ products or services, you understand the Terms of Use do not apply to the provision or use of or access to TripActions products or services, which are subject to our separate customer agreement. As used in these terms, " TripActions," "we" and "us" refer to TripActions, Inc. and its affiliates ("TripActions"). We may modify these Terms of Use from time to time and such changes shall be effective upon posting updated Terms of Use to the Community or any other applicable TripActions website.

DISPUTES AND ARBITRATION

PLEASE READ THE FOLLOWING CAREFULLY, AS THIS SECTION REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. If you have any complaints or disputes about your use of the Community, TripActions will try to resolve your concerns directly. If such efforts are unsuccessful, you and TripActions may pursue any claims, as set forth below.

Informal resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through reasonable means and providing notice of the dispute. Both parties will use good faith efforts to attempt to reach a resolution. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding in arbitration.

Agreement to Arbitrate. Except for the equitable relief set forth below, you and TripActions agree to resolve any claims relating to these Terms of Use or the use of the Community through final and binding arbitration rather than in court. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, CA or any other location mutually agreeable to the parties. If you are a resident in any jurisdiction in which this section is found to be unenforceable, then any disputes, claims, or causes of action arising out of or in connection with these Terms of Use will be governed by and construed under the laws of your jurisdiction of residence, and shall be resolved by competent civil courts within such jurisdiction.

INFORMATION SUBMITTED TO THE COMMUNITY

You are responsible for the accuracy, completeness, quality and legality of any information you provide in connection with the Community (including Registration Information (defined below)); the means by which you acquired such information; and your use of such information in connection with the Community. Your first name, last name, profile picture, location and other information you provide in connection with the Community, including Registration Information, may be publicly displayed, including on any profile page or in connection with your activities. Your TripActions Community Account (defined below) may make available functionality enabling you to manage certain of your notifications and other preferences. TripActions may use or disclose your information, including (a) for internal business purposes, such as to improve TripActions products and services by better understanding how TripActions users interact with Programs; or (b) to create aggregated, non-personal data that does not identify you or any other individual, which TripActions may use or disclose for any purpose.

REGISTRATION; USERNAMES AND PASSWORDS

You must create a user account (the “TripActions Community Account”) to use or access parts of the Community. TripActions may reject, or require that you change any login credentials or other information that you provide in registering and creating a TripActions Community Account (collectively, the “Registration Information”). Your login credentials are for your personal use only and should be kept confidential. You, and not TripActions, are responsible for any use or misuse of your login credentials and all activities occurring from your TripActions Community Account. You must use reasonable efforts to maintain the confidentiality of and prevent unauthorized use of, and you must promptly notify TripActions of any confidentiality breach or unauthorized use of, your login credentials or your TripActions Community Account. TripActions considers any TripActions Community Account with the same email address, phone number or other unique identifier, as verified by TripActions in accordance with its procedures, to belong to the same user.

SUBMISSIONS

You and other users may have the ability to make certain information, data, content or other materials, including testimonials, reviews, posts, comments and other user-generated content, pictures and documents available through or in connection with the Community (each, a “Submission”), including on profile pages or on the Community’s interactive products or services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Submissions reflect only the opinions of the user who made available the Submission and not the opinions of TripActions, regardless of whether the user is affiliated with TripActions or not. Any Submissions that purports to answer any questions, including any questions about TripActions, its services or products, or the Community, are made available for your general knowledge only and should never be relied upon as answers to your specific questions (even if an answer is marked as a “best” answer or with any similar qualifications). You should always contact the TripActions Community Manager for answers to your specific questions about TripActions’ services or products at tacommunity@tripactions.com.

TripActions may (but is not required to) monitor, evaluate, alter or remove any Submissions. TripActions has no control over Submissions, and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. You agree that we and our third-party providers and partners may place advertising on the Community, including in connection with the display of Submissions.

YOU ARE RESPONSIBLE FOR ANY PERSONAL INFORMATION THAT YOU MAKE AVAILABLE THROUGH THE COMMUNITY, AND, IF YOU MAKE ANY PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE COMMUNITY, YOU DO SO AT YOUR OWN RISK.

LICENSES; INTELLECTUAL PROPERTY

Access License; Reservation of Rights. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Community for your personal use, in compliance with these Terms of Use. We and our licensor(s) retain ownership of the Community and reserve all rights to the Community not expressly granted, whether by implication, estoppel, or otherwise.

License to Submissions. You retain ownership of your Submissions, and for each such Submission, you grant to TripActions a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submissions, in any format or media now known or hereafter developed, and for any purpose (including marketing or promotional purposes, such as testimonials).

Feedback. If you provide or otherwise make available to TripActions any suggestions, ideas, enhancement requests, recommendations, questions containing product feedback, or other feedback (“Feedback”), whether related to the Community or otherwise, then the terms applicable to Submissions will also apply to such Feedback, and you hereby acknowledge and agree that such Feedback is not confidential.

Representation and Warranty; Waiver. You represent and warrant that you have all rights necessary to grant the licenses granted under these Terms of Use, including in this Section, and that your Submissions: (i) are complete and accurate, (ii) are not fraudulent or tortious, (iii) do not violate any applicable law, (iv) comply with any policies set by your Organization, and (v) do not infringe, violate, or misappropriate any intellectual property, proprietary, or other third party right (including privacy rights and rights of publicity). To the maximum extent permitted under applicable law, you further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Trademarks. You may not use any trade name, trademark, service mark or logo, the TripActions logo, any other trademarked names, characters, events, or words of TripActions or TripActions Affiliated Party in any manner without TripActions’ express prior written permission. All trade names, trademarks, service marks and logos in or available through the Community that are not owned by TripActions or a TripActions Affiliated Party are the property of their respective owners. Nothing in these Terms of Use and nothing in or available through the Community should be construed as granting any right to use any trade name, trademark, service mark or logo without the express prior written consent of its owner. You will not bid on or purchase any keyword that is TripActions’ trademark, service mark or logo in any keyword advertising service (such as Google AdWords).

RULES OF CONDUCT

The TripActions Community Guidelines, as updated by TripActions from time to time, currently available at Community Guidelines (the “Community Guidelines”), set forth certain prohibited actions and materials with respect to use of the Community. In addition, you will not (and you will not allow any third party to):

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other products or services needed to use or access the Community. In addition, please remember that you may be providing information, data, content or other materials to a diverse and international audience. Things that do not seem abusive, obscene, offensive or otherwise objectionable may seem so to others. You will treat other users of the Community with courtesy and respect.

You are also responsible for complying with any policies set by your employer organization (“Organization”), including any policies governing statements made on behalf of the Organization. Without limiting any other remedy under applicable law, if you fail to comply with these Terms of Use, TripActions may take any action in response, including warning you and/or your Organization of such failures, and banning you from the Community.

PROMOTIONS

Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) available in or through the TripActions Community may be governed by rules that are separate from the Terms of Use. If you participate in any Promotions, please review the applicable rules. To the extent of any conflict or inconsistency between the Terms of Use and any Promotion rules, the Promotion rules will control.

Third Party Sites and Services

The Community may contain links and references to third party sites on the Internet. Third party sites or services are not within our supervision or control. We make no representations or warranties about any third party site or resource, and we do not endorse any such products or services. We further disclaim all liability for content on third party websites. You hereby irrevocably waive any claim against us with respect to third party content.

DMCA

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have a policy of terminating, in appropriate circumstances and in our sole discretion, account holders who are deemed to be repeat infringers. We may also terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If you think anyone has posted material to the Community that violates any copyrights or other intellectual property right, then you can notify us at legal@tripactions.com or via mail at TripActions, Inc., 1501 Page Mill Road, Building 1, Palo Alto, CA 94304, Attn: Legal. Upon receipt of such complaint, we may take whatever action, in our sole discretion, we deem appropriate, in accordance with applicable law (including with the safe harbor provisions of the DMCA).

Please see 17 U.S.C. §512(c)(3) for notification requirements. We may give notice of a claim of copyright infringement to users by means of a general notice on the Site, electronic mail or by written communication.

DISCLAIMER OF WARRANTIES AND CONDITIONS

TRIPACTIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OF USE OR THE COMMUNITY. WITHOUT LIMITING THE FOREGOING, TRIPACTIONS DISCLAIMS ANY WARRANTY THAT THE COMMUNITY WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. TRIPACTIONS FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE COMMUNITY AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TRIPACTIONS FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, INCLUDING BUT NOT LIMITED TO TAX ADVICE AND REPORTING RESPONSIBILITIES, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMMUNITY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. IN JURISDICTIONS THAT BY LAW DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES, THE DISCLAIMERS IN THESE TERMS OF USE SHALL BE CONSTRUED TO COMPLY WITH SUCH APPLICABLE LAW. ALL DISCLAIMERS OF ANY KIND ARE MADE FOR THE BENEFIT OF TRIPACTIONS AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS (COLLECTIVELY, “TRIPACTIONS AFFILIATED PARTIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While TripActions tries to maintain the timeliness, integrity and security of the Community, it does not guarantee that the Community is or will remain updated, complete, correct or secure, or that access to the Communities will be uninterrupted.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TRIPACTIONS OR ANY TRIPACTIONS AFFILIATED PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE COMMUNITY FOR: (a) ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF TRIPACTIONS OR TRIPACTIONS AFFILIATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, OR (b) THE OPERATION OR PROVISION OF, OR YOUR USE OF OR INABILITY TO USE, THE COMMUNITY OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, SPYWARE OR OTHER SIMILAR COMPUTER CODE, FILE OR PROGRAM THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF TRIPACTIONS, TOGETHER WITH ALL TRIPACTIONS AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THESE TERMS OF USE, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

INDEMNITY

You will indemnify TripActions and each TripActions Affiliated Party, and/or their suppliers, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, associated with any claim by a third party arising out of or relating to your use of, or activities in connection with, the Community (including all Submissions). TripActions will provide you with written notice of such claim. You may not settle any claim in a manner that would result in an admission of any wrongdoing by TripActions or a TripActions Affiliated Party, without such party’s prior written approval.

TERM; TERMINATION

TripActions may terminate or suspend your use of the Community at any time and without prior notice in our discretion, including for abusive or disrespectful conduct in the Community or towards other users of the Community. Immediately upon any such termination or suspension, your right to use the Community will permanently or temporarily cease (as applicable), and TripActions may deactivate or delete your login credentials and account, and all associated information, data, content or other materials, without any obligation to provide further access to those materials. To request that we delete your TripActions Community Account, please contact the TripActions Community Manager at tacommunity@tripactions.com. Please note that deleting your TripActions Community Account may not result in the deletion of all information related to your TripActions Community Account. If TripActions terminates the Community, then all Terms of Use and your rights with respect to the Community will automatically terminate.

GENERAL

Assignment. Neither party may assign or transfer these Terms of Use, in whole or in part, without the other party’s prior written consent except that TripActions may assign these Terms of Use (and all rights hereunder): to its affiliate or in the event of a Change of Control (defined below). Any attempted assignment or transfer in violation of this Section will be null and void. “Change of Control” means: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing, these Terms of Use shall inure to the benefit of the successors and permitted assigns.

Applicable Law and Venue. These Terms of Use and all matters arising out of or relating to the Terms of Use shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Either party may bring a lawsuit in the state or federal courts located in Santa Clara County, California: (i) to enforce the arbitration provisions of these Terms of Use, or (ii) for the other party’s breach of any confidentiality or proprietary rights provision of these Terms of Use, which breach the parties agree may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. you and TripActions hereby consent to exclusive jurisdiction in such courts.

Severability. If any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Each party agrees to comply with all applicable laws, including U.S. export laws, and regulations with respect to its activities hereunder.

Compliance with Law. Nothing in these Terms of Use limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Community or information provided to or gathered by TripActions with respect to your use of the Community.

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