Last modified on February 22, 2016
"Authorized Users" means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any YayTrip competitor.
"Customer Content" means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to YayTrip by or on your behalf in relation to the use of the Services.
"Fair Use Policy" means the limits placed on usage as described in Section named 'Fair Use'. "Mentions" means the information, including links, posts, and excerpts, that has been made publicly available and obtained by YayTrip on your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.
"Services" means the YayTrip services made available via YayTrip’s proprietary travel itinerary software platform through the Site and mobile applications to provide users with the ability to find destinations, book activities, and share their travel itinerary.
During the Term, subject to the terms and conditions of this Agreement, and solely for your personal or own business purposes, YayTrip shall use commercially reasonable efforts to make the services available to you.
You acknowledge that from time to time YayTrip may apply updates to the Services and that such updates may result in changes to the appearance and/or functionality of the Services (including the addition, removal or modification of functionality, features or content). If at anytime any supported or third party platforms cease to make their programs available to YayTrip, YayTrip may cease to provide such features without entitling you to refund, credit or any other form of compensation.
You shall (i) be responsible for your and your Authorized users' compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping you password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify YayTrip if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User's) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (c) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (d) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (e) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (f) attempt to gain unauthorized access to the Services or its related systems or networks; or (g) authorize, permit, or encourage any third party to do any of the above.
You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase services from Supported Platforms and other third parties via third-party websites or applications (collectively, the "Third-Party Services"). When you access the Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not YayTrip. YayTrip makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party. YayTrip is not responsible for any inaccurate content provided by Third-Party Services, such as price, availability, or other information available from such sites and resources.
YayTrip may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of YayTrip.
You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict YayTrip's right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
As between you and YayTrip, YayTrip retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of YayTrip's rights or interests therein or any other YayTrip intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by YayTrip. You may provide feedback, comments or suggestions to YayTrip with respect to the Services ("Feedback"). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for YayTrip notwithstanding anything else. You shall, and hereby do, grant to YayTrip a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
You grant YayTrip a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. YayTrip may also use Customer Content for the purpose of supporting and developing the Site. Nothing in this Agreement will confer on YayTrip's any right of ownership or interest in the Customer Content or the intellectual property rights there.
You acknowledge and agree that in order to provide certain features of the Services, YayTrip may need to access and collect certain information from social media accounts on your behalf ("Social Media Accounts"). As such, you agree to and hereby appoint YayTrip as your agent with regards to Social Media Accounts, solely to the extent necessary to provide the Services, and you hereby grant YayTrip a non-exclusive license to (i) access Subscriber's Social Media Accounts on behalf of Subscriber, and to use any usernames, passwords and/or other identifiers necessary to access such Social Media Accounts, in connection with the Service solely to the extent necessary to perform the actions requested by Subscriber, and (ii) scrape, crawl and otherwise collect certain information from Subscriber's Social Media Accounts on Subscriber's behalf and as Subscriber's agent to the extent necessary to provide the Services. Subscriber represents and warrants that Subscriber has full right and authority to grant the licenses under this Section ‘Access to Social Media Accounts’.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, YAYTRIP EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YAYTRIP SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, YAYTRIP DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM YAYTRIP OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. YAYTRIP DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. YAYTRIP DOES NOT CONTROL OR VET CUSTOMER CONTENT OR MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. YAYTRIP IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. YAYTRIP EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY YAYTRIP OR ANYTHING RELATED TO YAYTRIP, YOU MAY CANCEL YOUR YAYTRIP ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION NAMED 'TERM AND TERMINATION', AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND YAYTRIP'S SOLE AND EXCLUSIVE LIABILITY).
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YAYTRIP'S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE fees paid by YOU FOR THE SERVICES HEREUNDER DURING THE TWO (2) month PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) USD$300. YAYTRIP DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YAYTRIP, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL YAYTRIP BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF YAYTRIP WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF YAYTRIP FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF YAYTRIP, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF YAYTRIP; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
You shall defend, indemnify, and hold harmless YayTrip, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys' fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section named 'Acceptable Use' or Section named 'Fair Use Policy' or (c) relating to, or arising from, Third-Party Services.
If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to YayTrip, YayTrip can terminate or suspend your YayTrip Account at our sole discretion. YayTrip will notify you via email or at the next time you attempt to access your account.
Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services and (ii) you will have no further access to your accounts provided by YayTrip.
Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of YayTrip (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. YayTrip may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you.
YayTrip reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the YayTrip website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by YayTrip as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by YayTrip and you.
Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
For purposes of service messages and notices about the Services, YayTrip may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from YayTrip to an email address associated with your account, even if YayTrip has other contact information. You also agree that YayTrip may communicate with you through your YayTrip account or through other means including email, mobile number, telephone, or delivery services including the postal service about your YayTrip account or services associated with YayTrip. You acknowledge and agree that YayTrip shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.
No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
This Agreement and your relationship with YayTrip shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the state of California, United States and shall be considered to have been made and accepted in California, United States, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Walnut in California, United States. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.
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