Terms and conditions of sale

Updated on 24/04/2023

Introduction

You must accept this End User Agreement before accessing and using the Services.

By accessing the Services, you agree to be bound by the terms and conditions of this End User Agreement and are deemed a party thereto. If you do not agree with all of the terms and conditions of this End User Agreement, do not access the Services.

This End User Agreement is entered into by you as an end user of the Services and related services. You confirm that you have the authority to act on behalf of any entity for which you use the Services.

We may from time to time make changes to this End User Agreement. We will notify you of any changes to this End User Agreement by posting them on the website and you agree, by continuing to access or use the Services, to be bound by the updated terms and conditions.

Definitions and interpretation

1.1 In this End User Agreement, unless the context otherwise requires :

Agreed Percentage means any transaction fee percentage defined in your selected plan and displayed on the website or as agreed with Odys Inc.

Authorized User means any person:

(a) personnel of the Subscriber's organization whom the Subscriber has authorized to access and use the Services on its behalf (Personnel) ;

(b) customers of the Subscriber whom the Subscriber has authorized to access and use the Services (Customers) ;

and, in each case, who have completed the relevant authorized person login procedure and provided their consent.

Base Fee means the monthly recurring fee defined in your selected plan and displayed on the Website or as agreed with Odys Inc.

Customer Data means all data (including personal information) of the Customer entered by you (or on your behalf) or to which you grant access via the Services.

Customer Itinerary means any travel itinerary prepared by you and/or any of your Staff for Customers using the Services (whether in proposal form or in final form accepted by the Customer) which has not yet been confirmed by you via the Confirmation Procedure.

Customer Payment means all payments made by your Customers for services provided (or to be provided) by you (or a third party supplier) in connection with an Itinerary.

A Confirmed itinerary means any travel itinerary prepared by you and/or any of your Personnel for Clients using the Services that you have confirmed via the confirmation procedure.

The Confirmation procedure means the checkbox procedure provided to you on the itineraries tab within the Service, which must be used to convert a Client itinerary into a Confirmed itinerary.

Consent refers to the formal agreement to be given by you or any Authorized User (as required by Odys Inc.) before accessing or using the Services.

Data refers to all data (including any text or images) entered by you or for which you grant access through the Service, including Client Data and Third-Party Data, but for clarity, does not include Subscription Data.

End User Agreement refers to this End User Agreement as well as our Privacy Policy (as amended by us from time to time).

Start of Billing Date refers to the date from which your monthly fee payment will commence, being the date on which you sign up for your plan.

Fees refers to the total monthly fees that you are obligated to pay to Odys Inc., calculated based on the selected plan and displayed on the Odys website or agreed upon with Odys Inc.

Services refers to the services provided through the Odys website (including, where applicable, access and use of the Software, Subscription Data, and Support Services). The Services are intended to enable you to collect travel information, determine the availability of travel-related goods and services, book trips, facilitate transactions with third parties, and prepare Itineraries for your Clients.

Software refers to the travel itinerary creation software (and any associated software) owned (or licensed) by Odys Inc. and made available to you through the Odys website.

Subscriber refers to the primary individual who signs up to access and use the Services, and includes the travel agency entity (if applicable) for whom this individual enters into this End User Agreement.

Subscription Data refers to all data made available by us through the Service (including information and material provided by third-party suppliers and licensors) and any data created as a result of the provision of the Services to you, and where applicable, to other subscribers of the Services (including, but not limited to, each Itinerary).

Support Services refers to the collection of access, support, and maintenance services provided by (or on behalf of) us in relation to the Services.

Third-Party Data refers to all data (including text and images) from any third party entered by you (or on your behalf), or for which you grant access via the Services.

Third-Party Supplier refers to any third-party provider supplying one of the travel services specified in an Itinerary.

We, us, our, or Odys Inc. refers to Odys Inc.

Odys Website refers to https://ody.travel or any other site notified by us from time to time.

You refers either to the Subscriber and, depending on the context, includes Users such as DMCs, Travel Agencies, or third-party providers.

Services

2.1 Subject to your compliance with this End User Agreement:

(a) We grant you, and you accept from us, a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for your own internal business purposes only (excluding the marketing or exploitation of information technology products or services); and

(b) You subscribe to the Services.

2.2 You warrant that all information provided by you to Odys Inc. for the purpose of registering on the Website and accessing the Services is true, accurate, and up to date.

2.3 You acknowledge and agree that if you do not confirm a Client Itinerary with an attached monetary value (via the Confirmation Procedure), you will lose access to the corresponding Client Itinerary from a date that is 14 days before the travel due date in the Client Itinerary. However, if you create a last-minute Client Itinerary with a travel due date of 14 days or less, you will not lose access to that Client Itinerary unless you have not completed the Confirmation Procedure for that Client Itinerary before the travel due date.

(a) It is mutually agreed that the total selling price of a Confirmed Itinerary is proportional to the value (price) of the booking elements of the itinerary.

2.4 You may reactivate a Client Itinerary to which you have lost access at any time by completing the Confirmation Procedure for that Client Itinerary.

2.5 We will strive to provide you with an alert (typically in the form of an alert symbol in the itineraries tab within the Service) regarding a Client Itinerary, alerting you that you will soon lose access to this itinerary unless confirmed.

2.6 You acknowledge and agree that we may contact a Client regarding the provision of the Services (but not for any other purpose) to that Client, and you will ensure that the terms you agree with your Client allow us to do so.

2.7 Regarding your access and use of the Services, you will comply with all applicable laws, rules, and regulations, as well as any guidelines, procedures, and policies notified by Odys Inc. from time to time. In particular, you shall not use the Services:

(a) in a manner that violates the privacy rights or civil liberties of any person (including in a manner that prevents their exercise);

(b) in a manner that attempts to circumvent, or is otherwise incompatible with, your payment obligations under (and anticipated by) this End User Agreement;

(d) to analyze or search data in a way that isolates a small group of people or any individual for illegal or discriminatory purposes;

(e) to collect personal information about third parties, including but not limited to email addresses;

(f) to use data in a manner that would generally be considered incompatible with the reasonable privacy expectations of an individual to whom that data relates.

2.8 You shall not provide us with anyone’s personal information, nor allow any authorized user to access or use the Services, unless that individual or authorized user:

(a) is over the age of 16;

(b) has completed the relevant login process and provided their consent.

2.9 Terminal equipment, communication links, and system compatibility (as well as any costs associated with these items) are solely your responsibility (or that of your authorized users, if applicable). We accept no liability for any unavailability or defect of the Website or Services to the extent that such unavailability or defects arise from terminal equipment, communication links, or system compatibility, or from your (or your authorized users') failure to pay the costs of these items.

Ownership and Intellectual Property Rights

3.1 The Services, Subscription Data, the Website (and the underlying software) are protected by copyright and other interests and are proprietary and confidential to us (or our licensors and/or third-party providers). All rights, title, and interest in and to the Services, Subscription Data, the Website, and the Software, including associated intellectual property rights, are and shall remain vested in us or our licensors or third-party providers (as applicable). These rights are protected by law and international treaties.

3.2 Beyond the rights expressly granted, nothing in this End User Agreement shall confer upon you any right or interest, or license or permit to use, any of the intellectual property rights in the Services, Subscription Data, or the Website or any other intellectual property rights owned by us or any of our licensors or third-party providers.

3.3 You acknowledge and agree that:

(a) no obligation, warranty, commitment, or promise made by us in this End User Agreement shall apply with respect to any third-party software that you access and use (or that we use for the purpose of fulfilling our obligations under this End User Agreement); and

(b) you must comply (in all respects) with all usage restrictions contained in any agreement entered into regarding any third-party software used in connection with (or incorporated into) the Services.

Authorized Users

4.1 You are responsible for the confidential and secure retention of all access information, including email addresses and login credentials. Without limiting the foregoing, you agree:

(a) Not to allow any person other than Authorized Users to access and use the Services;

(b) To ensure that Authorized Users do not authorize any other person to use their username or login credentials;

(c) To ensure that each Authorized User completes the login procedure for Authorized Users, gives consent, and has access to a copy of the Privacy Policy before accessing or using the Services;

(d) Not to disclose, or allow any account User to disclose, login credentials or any other information that could allow a person to access and use the Services;

(e) To immediately inform us of any known or suspected unauthorized access to the Services;

(f) You have the sole responsibility to define the administrative privileges of each Authorized User and to monitor whether these privileges are respected.

4.2 Nothing in this End User Agreement limits or restricts our right to have direct contact with a Client (including requesting information from a Client regarding their use of an itinerary) and to provide information concerning the Services and associated matters to any Client. We will at all times comply with the consent provided by a Client in all our direct interactions with that Client.

Usage Restrictions

5.1 You may not license, assign, resell, share, pledge, rent, or transfer any of your rights under this End User Agreement with respect to the Services or any portion thereof.

5.2 Except as expressly authorized by applicable copyright laws, no copying, redistribution, display, performance, reproduction, licensing, transfer, or publication of the Services (or any portion thereof) is permitted without our express written consent (which may be withheld at our sole discretion). Any copy made is subject to the provisions of this End User Agreement, and all titles, trademarks, copyright notices, and other legends must be reproduced on such copy.

5.3 You may not modify, translate, disassemble, decompile, create derivative works from the Services (or any portion thereof), or attempt in any way to (a) circumvent, avoid, disable, or bypass any software protection mechanisms in the Services (or any portion thereof), including, without limitation, any mechanism (including the Website) used to restrict or control the functionality of the Services (or any portion thereof), or (b) derive the source code or underlying ideas, algorithms, structure, or organization of the Services (or any portion thereof). You must at all times, including during and after the term of this End User Agreement, keep the contents of the Services (or any portion thereof) confidential.

5.4 Regarding your access and use of the Services, you will comply with all applicable laws and regulations as well as any guidelines, procedures, and policies that we notify you of from time to time.

5.5 We reserve the right to modify, substantially change, or cease offering the Services (or any portion thereof) with a five-day notice period.

5.6 In connection with the Services, you agree as follows: (a) only Authorized Users may access and use the Services; (b) you will notify each Authorized User of the terms of this End User Agreement and the Privacy Policy and ensure that they strictly adhere to them; (c) you will keep at all times, even after the termination of this End User Agreement, the Services and associated content as well as all access details, including passwords and codes, confidential; (d) you are solely responsible for the Data, the content of your electronic messages, attachments, and stored files, and we reserve the right to delete from our servers any content that could expose us to potential liability (but our failure to do so does not relieve you of liability); (e) you may not distribute via the Services attachments, documents, or files that: (i) infringe upon a copyright, patent, trade secret, trademark, or other third-party property right; (ii) violate any law, statute, ordinance, or regulation, including but not limited to any applicable privacy legislation, such as the New Zealand Privacy Act 1993 and the European General Data Protection Regulation; (iii) are defamatory, libelous, or obscene; or (iv) contain viruses, trojans, worms, time bombs, or similar harmful programming routines; (f) you may not use the Services for illegal purposes; (g) you may not use the Services in a manner that could damage, disable, overload, or alter the Services or the networks connected to the Services; (h) you may not attempt to gain unauthorized access to the Services, including but not limited to hacking or password mining; and (i) you may not use the Services to collect personal information about third parties, including but not limited to email addresses.

5.7 We may, at our discretion, use technologies (including digital rights management protocols) or other means to protect the Services, protect our customers, or prevent you from violating this Agreement.

5.8 You may not access the Services if you are a direct competitor of Odys Inc., except with our prior written consent. Additionally, you may not access the Service for the purpose of monitoring its availability, performance, or functionality, or for other benchmarking or competitive purposes.

5.9 You acknowledge that Odys Inc. is not responsible and has no liability for the Data or how you use the Services.

Websites and Third-Party Content

6.1 The website and the Services may contain links to other websites or resources over which Odys Inc. has no control (External Sites). These links do not constitute an endorsement by Odys Inc. of such External Sites. You acknowledge that Odys Inc. provides these links for your convenience, and you further agree that Odys Inc. is not responsible for the content of External Sites. Your use of External Sites (and that of your Authorized Users) is entirely at your own risk and is subject to the terms of use and privacy policies of such External Sites.

Privacy

7.1 We collect and process your personal information as well as that of your Authorized Users when you (or your Authorized Users, as applicable) access or use the Services. In order to provide you with the Services (and to improve them), we may also collect certain information about the performance of the Services and your (and your Authorized Users') use of the Services.

7.2 Our access to and use of all such personal information are governed by our Privacy Policy. However, you acknowledge that information transmitted over the internet is inherently insecure.

7.3 Without limiting your obligations under clause 8.4, by accepting this End User Agreement, you also agree to the manner in which we handle your personal information (and that of your Authorized Users) in accordance with our Privacy Policy. You can access our privacy policy here: privacy policy. Our privacy policy is part of this End User Agreement.

7.4 You must not (and you will ensure that your Authorized Users do not) access or use the Services without giving your consent.

7.5 Subject to your compliance with this clause 7, you may provide other travel agents using the Services with access to your clients' personal information (obtained by you through the Services), solely for the purpose of assisting the relevant client in organizing their travels. However, it is your responsibility to ensure that you have obtained necessary consents (and that your privacy policy is sufficiently comprehensive to cover) the transfer of your clients' personal information in this manner.

7.6 You must comply with all privacy laws (including the US privacy law and, to the extent applicable, the European Union's General Data Protection Regulation) in connection with your collection and use of any person's personal information.

7.7 You agree not to provide to Odys Inc. (and to ensure that your staff does not do so either), or use in any other way, personal information of a person aged 16 or under residing in the European Union (including in the UK), unless you have obtained express consent from the parent or legal guardian of the individual concerned.

Data

8.1 You acknowledge that we are not responsible and have no liability regarding the Data or how you use the Services.

8.2 Subject to clause 8.4, title and intellectual property rights associated with the Data remain your property (or, as applicable, that of the Authorized User or relevant third party).

8.3 You grant us a non-exclusive license to the entire Data to the extent necessary to provide the Services.

8.4 You grant us a non-exclusive, royalty-free, worldwide, irrevocable license allowing us to copy, anonymize, aggregate, process, and display Data to derive anonymous statistical and usage data, as well as data on the functionality of the Service, provided that such data cannot be used to identify you (Anonymous Data), for the purpose of combining or incorporating such Anonymous Data with other similar available, derived, or obtained data and information from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregated Data), to enable us to provide services, including copying, publishing, distributing, licensing the display, or selling Aggregated Data and related statistics or similar data to third parties (and to you if you choose to subscribe to them) pursuant to a separate license or service agreement. We shall own all rights, title, and interest in the Aggregated Data.

8.5 You warrant and represent that:

(a) you have the right to grant the license under clause 8.4 with respect to all Data and to input Data in the manner anticipated by the End User Agreement and the Services; and

(b) the use of the Data by us, you, or any Authorized User in connection with the Services will not violate any laws or intellectual property rights of any person.

8.6 We have implemented policies and procedures for our own purposes to prevent data loss (and its recovery), but we do not guarantee in any way the loss of any Data and expressly exclude any liability for any loss of Data. If we agree to store your Data after termination, we will do so on a non-obligatory basis.

Information and Third-Party Services

9.1 You acknowledge that your ability to prepare itineraries and serve your clients using the service is dependent on the cooperation of third parties (including third-party suppliers), and that we are not responsible (or liable in any way) for:

(a) the acts or omissions of these third parties; or

(b) the accuracy or inaccuracy of any information or data provided by a third party (including when such information has been entered into the Services (or made available via the Services) by us).

9.2 You acknowledge that we simply facilitate your ability to transact with third-party suppliers.

Fees

10.1 In consideration of your use (and that of your authorized users) of the Services, you will pay us the Fees, (as well as any other costs and expenses payable by you in relation to the Services) on a monthly basis from the Start Date of Fees.

10.2 Our Fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, and you will be responsible for the payment of all such taxes, levies, or duties, excluding only taxes based solely on Odys Inc.'s income. If Odys Inc. is required to pay or collect any federal, state, local, or value-added tax on the fees charged under this end user agreement, or any other similar tax or duty imposed by a governmental authority, excluding taxes levied on Odys Inc.'s net income, then such taxes and/or duties will be invoiced and paid immediately by you upon receipt of Odys Inc.'s invoice and supporting documentation for the taxes or duties billed.

10.3 You agree that your purchase of the Service is not conditioned on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by us regarding future functionality or features.

10.4 We will review the Agreed Percentage and the Base Fees on an annual basis. We will inform you of any proposed changes to the Agreed Percentage and/or Base Fees for the upcoming financial year, on or before March 31. If you do not accept the proposed changes to the Agreed Percentage and/or Base Fees notified by us, you may terminate this End User Agreement by providing us with written notice, and this will be effective from the date on which the changes were due to take effect.

Payment of Fees

11.1 The Base Fee will be billed monthly, and the amount due will be debited directly from the credit card provided at the time of your subscription.

11.2 Odys Inc. will issue a payment receipt, once the fees are debited from the organization's credit card:

(a) the transaction fees as a percentage due for Confirmed Itineraries starting in the upcoming billing month and any remaining percentage fees from the previous month.

(b) any other costs and expenses payable by you in respect of the Services.

11.3 The Fees are payable by you (without set-off or deduction or counterclaim) on a monthly basis, within seven days of receipt of an invoice from Odys Inc. in accordance with clauses 11.1 and 11.2, which will be billed on the first day of each calendar month.

11.4 If you have provided your credit or debit card details to Odys Inc., we are authorized to deduct all fees from that card as soon as they are due under this End User Agreement.

11.5 If you fail to pay any amount due under this End User Agreement on time (including where any payment we attempt to deduct from your credit or debit card in accordance with this End User Agreement is refused), we may charge interest on the unpaid amount from the due date until the date of actual payment, at a rate of 2% per annum above the base overdraft facility rate charged by our bankers from time to time.

11.6 If you choose to cancel your subscription, all outstanding fees for Confirmed Itineraries from the previous period and any unpaid future Confirmed Itineraries will be immediately invoiced as a final amount, and the receipt will be emailed to the organization's administrator.

Payment to Third-Party Suppliers

12.1 You are solely responsible for all payments due to Third-Party Suppliers in connection with any Itinerary.

Clauses

Clause 13.1: This End User Agreement shall be effective from the first time you access the Services and shall remain in effect until termination in accordance with this End User Agreement.

Termination and Suspension

Clause 14.1: Without prejudice to any other right or remedy available to Odys Inc. under this End User Agreement, if you fail to pay any amount due under this End User Agreement by the due date or if you are in breach of any provision of this End User Agreement, we may suspend your (and your Authorized Users') access to the Services until payment (including any due interest or any subsequent missed payment) is received or the relevant violation has been rectified.

Clause 14.2: We may also suspend access to the Website and Services at any time:

(a) for the time necessary to carry out maintenance determined by Odys Inc. as necessary or desirable;

(b) to reduce or prevent interference with the Website or Services;

Clause 14.3: Either party may terminate this End User Agreement by providing the other with at least 30 days' written notice.

Clause 14.4: We may immediately terminate this End User Agreement by written notice if:

(a) you fail to comply with any provision of this End User Agreement, including the failure to pay any applicable fees or charges;

(b) it is required by law;

Clause 14.5: Upon termination of this End User Agreement:

(a) you must immediately cease (and ensure that all Authorized Users immediately cease) accessing or using the Services and destroy all access codes or passwords related to the Services and Confidential Information in your possession or under your control;

(b) our policy is to retain all Customer Data and Data available by default; however, we cannot guarantee that we will continue this practice indefinitely and reserve the right to delete data from an inactive account at any time;

(c) any termination will be without prejudice to any prior breach of this End User Agreement by you (or any of your Authorized Users); and

(d) any provision of this End User Agreement intended to survive termination shall survive.

Updates and New Versions

Clause 15.1: We may provide updates or new versions of the Services (or any part thereof), and we reserve the right to withdraw the appropriate servers hosting the website and software to perform such updates or install new versions. You agree to follow our instructions regarding any update, new version, or maintenance, and we shall not be liable for any upgrade, update, maintenance, or new version of the Services (or any part thereof).

Recordkeeping and Audits

Clause 16.1: You must keep complete, accurate, and up-to-date records of all prepared itineraries, customer transactions, transactions with third-party suppliers, and any requests and complaints received in relation to the Services and the website.

Warranties

Clause 17.1: We will use commercially reasonable efforts to ensure that the Services are accessible to you in accordance with this End User Agreement and that the Services have the features described on the website.

Clause 17.2: In the event of a breach of Clause 17.1, your sole remedy shall be (at our option) the re-provisioning of non-conforming Services within a commercially reasonable period or a refund of the fees paid by you for such non-conforming Services.

Clause 17.3: Odys Inc. does not warrant that the Services are error-free or will meet your requirements. Odys Inc. also provides no warranty as to the accuracy, completeness, timeliness, or provision of information via the website. Odys Inc.'s obligation under Clause 17.1 is in lieu of all other warranties relating to the Services. To the maximum extent permitted by applicable law, all other warranties, conditions, and representations, whether express, implied, or verbal, statutory or otherwise, and whether arising under this End User Agreement or otherwise, are excluded (including, without limitation, implied warranties of merchantability, non-infringement, and fitness for a particular purpose).

Clause 17.4: We use commercially available antivirus software in providing the Services, but we cannot guarantee that the Services will be free from viruses, trojans, worms, time bombs, or similar harmful programming routines.

Clause 17.5: You agree that the Services are acquired for commercial purposes, and as such, warranties provided under the United States Consumer Warranties Law do not apply.

Limitation of Liability and Indemnification

Clause 18.1: In the event of any loss or damage suffered by you due to any act or omission on our part arising out of or in connection with this End User Agreement, all claims against us by you, whether contractual, equitable, tortious (including negligence), arising from a breach of a legal obligation, or otherwise, are limited in aggregate to the fees paid by you during the first 12 months of the term of this End User Agreement.

Clause 18.2: Under no circumstances shall we, our licensors, third-party suppliers or resellers (or any of their directors, officers, or employees) be liable, whether in contract, equity, tort (including negligence, breach of a legal obligation, or otherwise), or any other theory of liability, for any direct or indirect loss of profits, revenue, data (including data), breach of security or privacy, loss of anticipated savings, or any indirect, special, or consequential loss whatsoever.

Clause 18.3: You shall indemnify and hold us harmless, as well as our licensors and third-party suppliers (and their directors, officers, and employees), from all claims, liabilities, damages, losses (including attorney's fees), and expenses arising out of or related to your use of the services and/or any breach of any provision of this End User Agreement by you or any of your authorized users.

Assignment

19.1 This End User Agreement is personal and may not be assigned or otherwise dealt with by you without our prior written consent (which may be withheld at our sole discretion). If you are not a natural person, any change in control of your legal entity shall be deemed an assignment.

19.2 We may assign this End User Agreement at any time by written notice to you.

Force majeure

20.1 Neither party shall be liable for any delay or failure in the performance of its obligations under this End User Agreement arising directly or indirectly from any circumstances beyond the reasonable control of the affected party (including, without limitation, natural disasters, floods, earthquakes, storms, fires, epidemics, war, embargoes, riots, or civil disturbances), provided that the affected party:

(a) notifies the other party as soon as possible of the events; and

(b) makes all reasonable efforts to continue to perform its obligations and mitigate the effects of the event.

Confidentiality

Clause 21.1: Unless otherwise agreed in writing by one party to the other, each party shall maintain the confidentiality of all confidential information of the other party obtained under this End User Agreement. The provisions of Clause 21.1 shall not apply to any information that:

(a) is in the public domain, other than through a breach of this clause 21;

(b) is received from a third party who is lawfully in possession of the information and is capable of disclosing it to the recipient without restriction;

Disputes

Clause 22.1: You shall not commence any legal or arbitration proceedings regarding any question, difference, or dispute relating to this End User Agreement or the Services (Dispute), unless you have first complied with this section.

Clause 22.2: In the event of a dispute, you (or your representative) and Odys Inc. shall negotiate in good faith to attempt to resolve the dispute amicably.

Clause 22.3: If the dispute cannot be resolved through good-faith negotiations within 14 days (or a longer period agreed between you and us) from the start of negotiations, you or we may decide to resort to mediation for any dispute in accordance with the terms of the standard mediation agreement of the Resolution Institute.

Clause 22.4: If the dispute cannot be resolved through mediation, either party may initiate arbitration or litigation proceedings in the United States.

Clause 22.5: Nothing in this section shall prevent a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.

General

Clause 23.1: Any difficulty encountered in accessing the website or the services offered must be reported in writing to hello@odys.travel as soon as possible.

Clause 23.2: This End User Agreement and the provision of the services mentioned therein shall be governed by US law, and you agree to submit any dispute or claim arising from or related to the services to the exclusive jurisdiction of US courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Clause 23.3: Nothing expressed or implied in this End User Agreement shall be construed as constituting either party as a partner, agent, employee, officer, or representative, or as a joint venture with the other party, and no party shall make any representation to the contrary to any other person.

Clause 23.4: If any provision of this End User Agreement is found to be unlawful, invalid, or otherwise unenforceable, then to the extent possible, it shall be removed from these terms and the remaining terms shall survive and continue to be binding and enforceable.

Clause 23.5: No delay, neglect, or forbearance by either party in enforcing against the other party any provision of the End User Agreement shall be construed as a waiver or in any way prejudice any right of that party under the End User Agreement.

Clause 23.6: This End User Agreement constitutes the entire agreement between the parties regarding the use of the services and supersedes all prior or contemporaneous understandings regarding this subject matter.

Clause 23.7: Any provision necessary for the interpretation or enforcement of this End User Agreement shall survive any expiration or termination.

Integrations

Clause 24.2: The Booking.com integration, or any other bed banks integration, may be available in your Studio (business demo account). This integration is available for testing purposes only. You have no right to commission earned using this integration, and we are not responsible for the accuracy of the data.