TERMS AND CONDITIONS
Last Updated: 22.09.2022
By registering on the webpage https://traveltree.app/ you accept the terms and conditions of this Agreement. If you do not agree with all of the terms and conditions of this Agreement do not use the services provided by Travel Tree.
You confirm that you have the authority to act on behalf of any entity for whom you are using the Services.
This Agreement is entered on the date of creating an account on the webpage https://traveltree.app/ between end user of the services provided on this webpage (hereinafter referred to as “User”) and Travel Tree (legal name PE Lemishchak, registered by the address Vasylenka 8b str., app. 52, Kyiv, Ukraine (hereinafter referred to as “Company”). The Company and the User are jointly referred to as “Parties” and individually as “Party.”
The User wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.
1.1. Purpose: The Company agrees to provide Travel Tree webapp (hereinafter referred to as “Platform”) as a SaaS (Software as a Service) with the features and applications described on the web page https://traveltree.app/start and also provide for the maintenance and support.
1.2. Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:
1.2.1. Maintain or enhance
– The quality or delivery of the Company’s products or services to its customers
– The competitive strength of, or market for, the Company’s products or services
– Such Platform’s cost efficiency or performance
1.2.2. Comply with applicable law.
2. Platform Access and Authorized User
2.1. Administrative Users: During the configuration and set-up process for the Platform, the User will identify an administrative user name and password for the User’s account with the Company. The Company shall reserve the right to refuse registration or cancel user names and passwords or delete accounts as it deems inappropriate.
2.2. Authorized Users: Users may allow number of employees and/or independent contractors as is indicated in the chosen Price Package to use the applicable Platform on behalf of User as “User Users.” Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users.
2.3. Authorized User Conditions to Use:
2.3.2. The User shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
2.3.3. The User shall be responsible for:
– All uses of any account that User has access to, whether or not the User has authorized the particular use or user, and regardless of User’s knowledge of such use.
– Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
2.3.4. The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.
3.1. All confidential information that is communicated to and obtained by the Company from the User in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
4. Proprietary Rights
4.1.1. The Company shall reserve the right to all title interest.
4.1.2. The Company shall own and retain all rights, title, and interest in:
– Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
– All intellectual property and proprietary rights in and related to any of the foregoing subscription services.
4.1.3. Intellectual Property: The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company’s name, logos and trademarks reproduced through the Service.
4.2. User Data:
4.2.1. User hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit (i) User Data to provide the Services to User hereunder and as necessary or useful to monitor and improve a Platform, Software and Services.
4.2.2. Title and associated intellectual property rights in the Users data remain Users (or, as applicable, the relevant Authorised User’s or third party’s) property.
4.2.3. The Company is not responsible for, and have no liability in respect of, the data or how the User uses the Services.
4.2.4. The Company to prevent data loss (and recovery) but do not make any guarantee around loss of any Data and, as such, we expressly exclude any liability for any loss of Data. Where we agree to store your Data post-termination we do so on a no-obligations basis.
5. Payment Terms
5.1. The User shall pay the Company the fees according to the chosen Price Package.
5.2. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company 5 days after the mailing date of the invoice (unless otherwise specified).
5.3. Unpaid amounts are subject to a finance charge each month on any outstanding balance.
5.4. The Company further reserves the right to suspend Services in the event of payment delinquency.
6.1. The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
6.2. Procedure After Unauthorized Disclosure: Within 7 days of discovering any breach of the Company’s security obligations or any other event requiring notification under applicable law, The Company shall notify User, and any other individual’s Law requires to be notified, of the breach or other events by telephone and e-mail.
7.1. User may terminate this agreement for any reason on 3 days’ notice to the Company.
7.2. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:
7.3. The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
7.4. The failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
7.5. The Company may terminate this agreement with immediate effect by delivering notice of the termination to the User if the User fails to pay the invoice amount on time.
7.6. Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the User immediately.
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
9. Limitation of Liability
9.1. In no event shall the Company have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid by the User hereunder during the 12 months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
9.2. Under no circumstances will the Company or its third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, loss of data, breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever.
9.3 The user will indemnify and hold the Company, its third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of Users (or any of Users Authorised Users’) use of the Services and/or any breach of any term of this Agreement by the User.
10.1. If any dispute arises, the User and the Company will negotiate in good faith in an attempt to resolve the dispute amicably.
10.2. If the dispute cannot be resolved by way of negotiations either party may initiate arbitration in Ukraine.
10.3. This Agreement shall be governed by the laws of Ukraine. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of Ukraine, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
11.1. Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
11.2. Notices: Any notice required to be given to the User shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
11.3. Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party’s reasonable control (including and not limited to any pandemic, fire, strike, war, act or order of public authority, and other acts of God) during the pendency of such event.
11.4. Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
11.5. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
11.6. Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.
11.7. Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.