Acceptance of Terms.

  • Forefront Travel Management Corp. aka TripCloud. (“TripCloud” or “we”) provides its Service (as defined below) to you through its web site located at http://www.tripcloud.io (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
  • TripCloud may change this TOS from time to time by providing fifteen (15) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at https://tripcloud.io/terms-of-service. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to [email protected]
  • As part of the registration process, you will identify a user name (in the form of an email address) and password for your account (“Account”). Please be advised that your Account must be used with an organizational email (e.g., your work email), and that the owner of the organizational domain (e.g., your employer) (“Organization”) may assume control of your Account and obtain access to your data and prior TripCloud activities
  • All users should be aware that your Organization may have certain rights to access your account and may obtain related information in connection with the Services. The Organization also sets policies regarding your use of various aspects of the Services, including setting limits on your total booking value and restricting you to certain types of fares. As these rights may vary depending on the account, please refer to your Organization if you have questions regarding your particular account. Please also see the Privacy Policy for more information on these topics. Organizations are solely responsible for informing members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws.

Description of Service

The “Service” includes (a) TripCloud’s cloud-based travel planning, booking and management application and related systems and technologies, as well as the Site, and (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). The “Service” does not include Your Content (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service. Any new features added to or augmenting the Service are also subject to this TOS. TripCloud reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you.

General Conditions/ Access and Use of the Service

  • Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes and you shall not misuse the Service in any manner (as determined by TripCloud in its sole discretion). All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to TripCloud. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices TripCloud provides you or publishes in connection with the Service, and you shall promptly notify TripCloud if you learn of a security breach related to the Service
  • Any software that may be made available by TripCloud in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, TripCloud hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by TripCloud for use in accessing the Service. Any rights not 2 ACTIVE/73844935.1 expressly granted herein are reserved and no license or right to use any trademark of TripCloud or any third party is granted to you in connection with the Service.
  • You agree to cooperate with and provide reasonable assistance to TripCloud in promoting and advertising the Services. TripCloud reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential TripCloud customers. For example, we might list your company on one of our webpages under lists of TripCloud customers. To decline TripCloud this right you need to email [email protected] stating that you do not wish to be used as a reference.
  • You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”).
  • You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. TripCloud reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant TripCloud a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Please note that this license allows TripCloud to use third-party service providers in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided. TripCloud has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that TripCloud may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
  • You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to TripCloud’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. TripCloud will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
  • You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in TripCloud’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
  • The failure of TripCloud to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and TripCloud, even though it is electronic and is not physically signed by you and TripCloud, and it governs your use of the Service.
  • Subject to the terms hereof, TripCloud may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.

Booking Travel

If you use a booking feature that's powered by one of our travel partners, we collect your payment information and pass it on to the travel partner to process the transaction, consistent with our Privacy Policy. Accordingly, TripCloud does not complete the transaction or process your payment—the travel partner does. You understand and agree that if you encounter any problems with the transaction or with the reservation you book in that transaction, you must resolve your dispute with the travel partner, not with TripCloud, and your sole remedy, including any refund, lies with the travel partner, not with TripCloud. Additional terms, provided by the travel partner, apply to your transaction or other use of the booking feature powered by that partner, and you acknowledge and agree to be bound by those additional terms. You understand that the applicable partner's terms govern your booking transaction, and that in the event of any material conflict between those terms and this TOS with respect to your booking transaction or other use of the booking feature, those terms shall prevail. TripCloud has no control over its third-party travel partners and is not responsible for their terms, their privacy, data security or other practices, their performance, or their content, advertising, or other materials they may provide to you, whether or not provided through the Service.

Representations and Warranties

You represent and warrant to TripCloud that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow TripCloud to perform its obligations) in 3 ACTIVE/73844935.1 connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and TripCloud’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

Termination

DISCLAIMER OF WARRANTIES

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by TripCloud or by third-party providers, or because of other causes beyond our reasonable control, but TripCloud shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TRIPCLOUD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TRIPCLOUD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TRIPCLOUD OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

LIMITATION OF LIABILITY

  • UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TRIPCLOUD BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
  • Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TRIPCLOUD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Dispute Resolution By Binding Arbitration

  • Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this TOS as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and TripCloud, whether arising out of or relating to this TOS (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this TOS, you and TripCloud are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
  • Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND TRIPCLOUD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRIPCLOUD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
  • Pre-Arbitration Dispute Resolution. TripCloud is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [email protected] If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to TripCloud should be sent to [email protected] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If TripCloud and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or TripCloud may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by TripCloud or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or TripCloud is entitled.
  • Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these TOS as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the TOS and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless TripCloud and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, TripCloud agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
  • 5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, TripCloud will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, TripCloud will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, TripCloud will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules
  • Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
  • Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 9.2 titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection 9.2 above titled “Prohibition of Class and Representative Actions and NonIndividualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the TOS will continue to apply
  • Future Changes to Arbitration Agreement. Notwithstanding any provision in this TOS to the contrary, TripCloud agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending TripCloud written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these TOS (or accepted any subsequent changes to these TOS).

Indemnification

You shall defend, indemnify, and hold harmless TripCloud from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. TripCloud shall provide notice to you of any such claim, suit or demand. TripCloud reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting TripCloud’s defense of such matter.

U.S. Government Matters

You may not remove or export from the United States or allow the export or reexport of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by TripCloud on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

Assignment

You may not assign this TOS without the prior written consent of TripCloud, except, if you are a company or other legal entity, you may assign this TOS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to TripCloud, but TripCloud may assign or transfer this TOS, in whole or in part, without restriction.

Miscellaneous

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind TripCloud in any respect whatsoever. In any action or proceeding to enforce rights under this TOS (not subject to arbitration), the prevailing party will be entitled to recover costs and attorneys’ fees.

Notices

Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Governing Law

This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by TripCloud in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute (not subject to arbitration) relating to your access to or use of the Service.

Privacy

Please visit https://tripcloud.io/privacy-policy to understand how TripCloud collects and uses personal information.