10XTravel Terms of Use
Effective Date
October 1, 2022
Applicability and Scope
These Terms of Use are the only terms that govern the use of our website and provision of services between you and Conway Media (“Company,” “we,” or “us“).
The following terms, along with any documents, policies, or agreements expressly incorporated into these terms, constitute the “Terms” that will govern the provision of services and use of www.10xtravel.com and www.MileValue.com, including, any content, functionality, and services offered on or through www.10xtravel.com and www.MileValue.com or any subdomain of such websites (together the “Website“). These Terms supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether written or oral. If we provide an order confirmation or separate scope of work, those documents will govern over any conflicting provisions with these Terms. These Terms apply to you whether you are a guest or a registered user.
Acceptance of Terms
Please read these Terms of Use carefully before you start to use the Website. By checking the box indicating “Accept,” you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Website or our services.
Changes to These Terms
We may revise and update these Terms from time to time at our sole discretion. All changes are effective as of the Effective Date above and will apply to all access to and use of the Website thereafter.
By checking the box indicating an agreement to our Terms following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time, so you may be aware of any changes, as they are binding upon you.
Age Restriction
This Website is offered and available to users who are at least 16 years of age or older. By using this Website, you represent that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Services
We are proud to offer our Award Booking Service (the “Service”). We will provide the Service to you as described in the Order Confirmation or Statement of Work. Before we begin to provide our Services, you are required to submit a deposit in the amount indicated in the Order Confirmation or Statement of Work. The deposit amount will be credited to the purchase price if we are able to successfully provide a deliverable to you. In the event that we are not able to provide a deliverable after diligent and good-faith efforts, we will keep the deposit amount, but you will not be charged the remaining purchase price for the Service.
Relationship of Parties and 3rd Parties
Your use and registration with our Website does not create an agency relationship, partnership, joint venture, employment, or fiduciary relationship. Neither party has the authority to bind the other in any manner for any reason whatsoever.
These Terms are for the sole benefit of you and the Company, and our respective successors and assigns. Nothing herein is intended to or shall confer upon any other party any legal or equitable right, benefit, or remedy of any nature.
Performance
We will use commercially reasonable efforts to meet any performance, completion, or delivery dates indicated in the Order Confirmation or Statement of Work.
However, any such date is only an estimate. We do not warrant against the date of completion. We are not responsible for any expenses incurred as a result of any delay in performance or delivery.
Accessing the Website and Our Security
We reserve the right to withdraw or amend this Website, and any Service, material, or content we provide on the Website, in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users and guests.
You are responsible for both:
Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms and comply with them.
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity.
You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Your Obligations
You, at all times, agree to:
Comply with our policies and guidelines.
Respond promptly to any of our requests for you to provide instruction, information, approvals, authorizations, or decisions that are necessary for us to perform the Services in accordance with these Terms.
Provide such materials or information that we may request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects.
Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are set to begin.
If our performance is prevented or delayed because of an act or omission of your doing, or if your failure to comply with these Terms causes a delay in performance, we will not be deemed to be in breach of our obligations under the agreement. We will not be liable for any costs, charges, expenses, or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.
Prohibited Uses
You agree that you will only use the Website for lawful purposes, in accordance with all applicable laws, rules, regulations, and these Terms. The following is a non-exhaustive list of prohibited activities that you agree to not to engage in:
Violating any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
Sending, knowingly receiving, uploading, downloading, using, or re-using any material which does not comply with the Content Standards set out in these Terms.
Transmitting any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
Impersonating or attempting to impersonate the Company or its subsidiary or division, a Company employee or representative, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
Misrepresenting your identity or affiliation with any person or entity.
Engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Using the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website.
Using any automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Using any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Using any device, software, or routine that interferes with the proper working of the Website.
Introducing any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attacking the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise, attempting to interfere with the proper working of the Website.
User Contributions
The Website allows members to place information or unique content on certain pages of the Website.
All User Contributions must comply with the Content Standards set out in these Terms.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You state that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
When you make a comment or upload any content onto the Application, you agree that such comment or content may be viewed by other parties and it is your responsibility to ensure that the comment or content does not contain any confidential or proprietary information. You are also responsible for ensuring that your content or comment complies with the Content Standards. We reserve the right to remove any content or comment at any time at our sole discretion.
Content Standards
These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person or legal entity.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve activities constituting a contest, sweepstakes, or lottery.
Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website includes content provided by third parties. All statements, quotes, and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Monitoring and Enforcement
We have the right to:
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including, without limitation, referral to law enforcement for any illegal or unauthorized use of the Website or Service.
Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
While we do review content after it is posted to the Website, we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any Website user. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section.
Our Intellectual Property
We own the following trademarks registered with the U.S. Patent and Trademark Office: “10X TRAVEL”, Registration No. 6041376, first use in commerce April 30, 2016.
The name Conway Media, the domain names 10xtravel.com and MileValue.com, the Website and its entire contents, features, and functionality, including but not limited to all logos, graphics, data, information, software, text, displays, images, video and audio, and the design, selection, and arrangement or derivations thereof, as well as any documents or work product and other material delivered to you by us in the course of performance (the “Deliverables“), except for your confidential information, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws. We hereby grant you a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable your to make reasonable use of the Deliverables and the Services.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website or our Deliverables, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing of those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
Modify copies of any materials from this Website or the Deliverables.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website or the Deliverables.
If you wish to make any use of material on the Website or in the Deliverables other than that set out in this section, please address your request to: bryce@10xtravel.com.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of these Terms, your right to use the Website and Service will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or Service or any content on the Website or Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website or Service not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
If you are aware of a potential infringement of our intellectual property, please contact Bryce Conway at bryce@10xtravel.com.
Intellectual Property of Others
We respect the intellectual property rights of others. It is our policy to respond to any claims of infringement of the copyright, trademark, or other intellectual property rights of any person or entity and cease such infringing use and terminate the user accounts of repeat infringers.
If you believe in good faith that your intellectual property rights have been infringed upon, you or your agent may send us written notice of such infringement. Your notice to us must include the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property right’s interest;
A description of the work that you claim has been infringed, including the URL (i.e., web page address) of the location where the work exists or a copy of the work;
Your name, email, address, and telephone number; and
A statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the work, its agent, or the law.
Please note that we may not process your complaint if it is not properly filled out or is incomplete. You may be held accountable for damages, including but not limited to costs and attorneys’ fees for any misrepresentation or bad-faith claims regarding the infringement of your intellectual property rights.
You may submit your claim to us by contacting us at: bryce@10xtravel.com.
Linking to the Website and Social Media
You may not link to our Website in any way that would establish or suggest any form of association, approval, or endorsement on our part.
However, this Website may provide certain social media features that enable you to link from the social media website to certain content on this Website.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
Establish a link from any website, whether owned by you or not.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Website other than the homepage, your Member page, or a page containing only your User Contributions.
Take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.
We may disable all or any social media features and any links at any time without notice at our discretion.
Links From the Website
The Website contains links to other sites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We suggest that you review the third party website’s privacy policy and terms of use before engaging with it.
Purchases
You may submit orders to us on our Website.
Only prices quoted by us will constitute a valid offer of sale and/or delivery. Quoted prices are subject to change without notice. Unless agreed to otherwise, a price change will only affect contracts entered into after the price change. We may accept or reject any order at our sole discretion. A binding agreement will arise only after we affirmatively confirm your order. We reserve the right to discontinue the offering of any service at any time.
In consideration of the provision of the Services and the rights granted to you under this agreement, you shall pay the fees, expenses, and taxes set forth in the invoice.
Memberships
When you register on our Service, you become a Member. We offer various degrees of our membership, which will give you access to different features of our Website or Service.
|
Membership Tier |
Term |
Price |
|
Standard |
Annual |
$199 |
If you have chosen not to register for our Membership, you may still access certain features as a Guest.
You agree to pay the necessary fees for your membership, which are subject to change at our sole discretion. Dues will be billed pursuant to the Term indicated in the Membership plan you have chosen, which payment is required pursuant to the payment terms in the Payments, Fees, Taxes, and Expenses section.
We also have the right to suspend or terminate your membership for any reason, including (i) if you fail to pay your fees on time and (ii) if you violate our Terms.
If you cancel within 30 days of joining, or within 30 days of having your renewal fee charged, we guarantee a refund of 100% of the fees that were paid by you, minus the cost of any services utilized in that time period.
For example, if you take advantage of the annual free award booking but cancel your annual membership for a refund, that refund will not be given until payment for the award booking service is rendered.
Payments, Fees, Taxes, and Expenses
You must pay all invoiced amounts due to us within 30 days from the date of our invoice.
You must make all payments to us in the currency designated on the invoice.
You may only pay through our third party payment processor.
You are responsible for paying all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you hereunder.
Renewal
The membership will automatically renew upon each anniversary date of the applicable term, at the then applicable fee for your renewal published here, unless earlier terminated in accordance with the Term and Termination section below.
Late Payments
In the event that payments are not received within the timeframe designated in the Payments, Fees, Taxes, and Expenses section above, we may suspend your access to the paid portions of the Website and our performance until payment has been received.
Changes in Performance
If either party wishes to change the scope of performance, it must submit details of the requested change to the other party in writing. Neither of us will be bound by any change unless agreed upon in writing.
Notwithstanding the preceding paragraph of this section, we may, from time to time, change the performance without your consent if such changes do not materially affect the nature or scope of performance, deliverables, fees, or any performance dates set forth in the agreement that these terms apply.
We may charge for the time it spends assessing and documenting a change request from you on a time and materials basis following any change in performance.
Cancellation
You may cancel your membership at any time by emailing us at bryce@10xtravel.com.
If you cancel your membership, it will not automatically renew, and you will not be charged for the renewals. Please note that you will cease to receive access to the membership benefits on or after the end of the current billing cycle.
Refunds
Notwithstanding the refunds offered for memberships under Section 21 hereof, we do not guarantee a refund on purchases made on our Website or Service. The determination of whether a refund will be given and the amount of the refund is at our sole discretion, and we are under no obligation to issue a refund of any fees.
Representations and Warranties
We promise to you that we shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner following generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE YOUR USE OF OUR WEBSITE OR OUR PROVISION OF SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESSED OR IMPLIED BY LAW, STATUTORY, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES OR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY THIRD PARTY’S USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, DIMINUTION IN VALUE, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF THE DAMAGES WERE FORESEEABLE.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF OUR WEBSITE OR SERVICE OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICE EXCEED THE AMOUNTS PAID OR PAYABLE TO US PURSUANT TO THESE TERMS WITHIN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW SUCH AS LIABILITY ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Confidential Information
All of our non-public, confidential or proprietary information that is considered by a reasonable person to be confidential (collectively, “Confidential Information“), disclosed by us to you, whether or not marked, designated or otherwise identified as “confidential” in connection with the provision of the Services and this Website is confidential, and shall not be disclosed or copied by you without our prior written consent. Confidential Information does not include information that is:
a. in the public domain;
b. known by you at the time of disclosure; or
c. rightfully obtained by you on a non-confidential basis from a third party.
You agree to use the Confidential Information only to make use of the Services and Website. We are entitled to injunctive relief for any violation of this section.
Indemnification
You agree to defend, indemnify and hold us harmless, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website.
Assignment
You may not assign any of your rights or delegate any of your obligations under any agreement that these Terms apply without receiving our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under any agreement where these Terms apply.
Term and Termination
We reserve the right to terminate your account or access to our Website or Service at any time at our sole discretion, for any or no reason, including without limitation, any violation of these Terms or any agreement that these terms govern. You may terminate your account on the Website or Service as well.
In addition to any remedies that may be provided under any agreement that these Terms apply, we may terminate any agreement where these Terms apply with immediate effect upon written notice to you, if you:
fail to pay any amount when due under the agreement; or
have not otherwise performed or complied with any of these Terms or the agreement to which these Terms apply, in whole or in part.
Governing Law; Submission to Jurisdiction.
This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Ohio, without regard to the conflict of law provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in the State of Ohio and the County of Franklin. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Arbitration
At our sole discretion, we may require you to submit any disputes arising from these Terms or use of our Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.
Time to File Claim
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver
No waiver by us of any term set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Severability
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this agreement, for any failure or delay in fulfilling or performing any term of this agreement (except for payment obligations required hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) control, including, without limitation, the following force majeure events (“Force Majeure Event”): (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action, including stay-at-home or shelter-in-place orders; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 7 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Impacted Party’s failure or delay remains uncured for a period of 30 days following the removal of the Force Majeure Event, the other party may thereafter terminate the agreement upon 5 days’ written notice.
Survival
Provisions of these Terms, which by their nature should apply beyond their terms, will remain in full force after any termination or expiration of this agreement.
Integration of Policies and Entire Agreement
These Terms constitute the entire agreement between you and us regarding your use of the Website and our provision of Services and supersede and replace any prior agreements we might have had with you regarding the same.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth in the Contacting Us section of these Terms. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission), or email or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this section.
Contacting Us
If you have any comments, questions or concerns, please email us at bryce@10xtravel.com.