Terms and Conditions
QUOTE AND BOOKING TOOL AGREEMENT
This Agreement (“Agreement”) describes the terms and conditions applicable to your use of the Travel Edge’s
on-line booking tool (“ADX”), which provides you with functionality to: (i) search, secure quotes and book
reservations for certain travel products and services (a “Booking”); (ii) provide certain travel information
(including quotes, reservation information and client invoices in regard to a Booking); (iii) identify commissions
payable to you in regard to travel products and services (“travel products”) that you may book for your client, and
(iv) other services and functions relating to participating suppliers (“Suppliers”) that Travel Edge may elect to
add or modify from time to time. The combination of the ADX and the travel products available through the use of
the ADX is referred to collectively as “Services”. The Services are made available to you by TripArc Inc., an
affiliate of Travel Edge (USA) Inc. and Travel Edge (Canada) Inc., each carrying on business as Travel Edge, as
well as certain Suppliers. TripArc Inc., Travel Edge (USA) Inc. and Travel Edge (Canada) Inc. are collectively
and individually referred to as “Travel Edge” or “Company”. The Services are made available via the portal
authorized by Travel Edge located at adx.traveledge.com.
For greater certainty, this Agreement is in addition to the Independent Contractor Agreement entered into by the you
and Travel Edge (the “IC Agreement”). This Agreement does not in any way amend, alter, supersede or otherwise effect
the provisions of the IC Agreement including the commissions payable thereunder to the you or your obligations under
the IC Agreement.
1. Services. Travel Edge hereby grants you a personal, limited, nonexclusive, non-transferable,
royalty-free license to access and use the Services. You hereby represents and warrants that, when using the Services,
you will (a) comply with the terms of this Agreement, as it may be amended from time to time; (b) be responsible for
any equipment and software necessary to access the Services; (c) use the Services only in connection with legitimate
transactions and without limiting the generality of the foregoing, you shall not use the Services for: (i) speculative
booking; (ii) improper creation or modification of records; (iii) reservation of space in anticipation of demand; (iv)
transmission of personal messages other than by an electronic mail system; (v) disclosure or access to ADX and its Services
(which are not expressly permitted to be disclosed or accessed under this Agreement) to persons other than your employees and
consultants who have signed non-disclosure agreements covering ADX and such Services; (vi) publishing any ADX booking; (vii)
assessing the Services through third party products that are not expressly authorized by Travel Edge; (d) immediately
inform Travel Edge of any occurrence or circumstance that arises which could reasonably lead to a claim being asserted
against Travel Edge; and (e) comply with all other laws applicable to your use of the Services. You will be given a password
to access the Services, which you may change. It is your sole responsibility to keep the password confidential and you are,
therefore, fully responsible for any consequences of not doing so.
2. Content and Inventory. The Services provided under this Agreement will enable you to locate and
transact Supplier travel product and services. The Supplier content and inventory information available through the
Services will not be verified or confirmed by Travel Edge, and ALL SUCH INFORMATION IS PROVIDED “AS IS” AND WITHOUT
WARRANTY OF ANY KIND. As between you and Travel Edge, Travel Edge will have sole control over the management of the
3. Use Restrictions. You will not use any robot, spider, or other automated device (“Automated Device”)
to access or use the Services in any way. You will not copy, reproduce, alter, modify, create derivative works from, or
publicly display any content from the Services, or otherwise use the Services in any way not expressly authorized by this
Agreement, without the prior express written permission of Travel Edge. You will not reverse engineer, decompile,
disassemble, decrypt, extract portions of, or translate the Services, except as permitted by applicable law. You agree
not to “frame” or “mirror” any content or information contained on or accessible from the Services on any other server
or Internet-based device without the prior written authorization of Travel Edge. You further warrants and agrees that,
while using the Services, you will not upload, post, transmit, publish, or otherwise distribute through the Services any
materials other than those materials that are generated by the Services for use by the you or its client, and you will
not commit any acts that: (a) are unlawful, threatening, harassing, obscene, or profane, (b) restrict or inhibit any
other user from using and enjoying the Services, (c) commit or encourage conduct that would constitute a criminal
offense or give rise to civil liability, or (d) contain a virus or other harmful components, advertising of any kind
not approved by Travel Edge, or false or misleading indications of origin or statements of fact. You also warrant and
agrees that, while using the Services, you will not post or transmit (i) any bulk e-mails, advertisements, solicitations,
offers for sale of goods or services, chain letters, pyramid schemes, investment opportunities or schemes, or other
unsolicited commercial communications (except as otherwise expressly permitted herein), or (ii) engage in email spamming
4. Bookings made through the Services. Travel Edge’s sole responsibility with respect to the Services
is to enable you to access the travel product inventory made available through the Services and to generate quotes,
commission rates, and Bookings (including a client invoice) based upon such inventory.
5. Fees, Payments, and Taxes. Any fee, commission or compensation payable to the you as the result of a
Booking, and any taxes payable by you relating thereto shall be determined and paid to you in accordance with the IC
Agreement. Travel Edge assumes no responsibility for payment to you of any fees or commissions except as set forth in
the IC Agreement.
6. Change and Cancellation Fees. If your client cancels or modifies Services booked by you, applicable
Suppliers may also charge a change or cancellation fee as set forth in the Suppliers’ terms and conditions, for which you
and your client are responsible.
7. Modifications to Services. Travel Edge reserves the right, for any reason, in its sole discretion and
at any time, to terminate, change, upgrade, or suspend any aspect of the Services, including but not limited to content,
features, functions, methods of access, or hours of availability. Travel Edge may impose limits on certain features of the
Services or restrict your access to part or all of the Services without notice or penalty.
8. Termination. If you breach any term or condition of this Agreement or the IC Agreement, or if Travel
Edge believes that your actions may cause legal liability for you, Travel Edge’s users, or Travel Edge, Travel Edge will
promptly give you notice, and may temporarily or indefinitely suspend your ability to use the Service, and/or terminate this
Agreement. Whatever actions Travel Edge decides to take will not limit Travel Edge in pursuing any other legal or equitable
remedies available to Travel Edge. Upon termination of this Agreement for any reason, you will cease access and use of the
Services. Otherwise, either party may terminate this Agreement upon ten (10) days’ notice to the other party.
9. Proprietary Rights. Travel Edge and the Suppliers retain all right, title, and interest in and to their
respective portions of the Services and any enhancements thereto, including without limitation graphical designs, names, icons,
interfaces, and other design elements (i.e., the selection and arrangement of materials therein and the “look and feel” thereof).
10. Confidentiality. You acknowledge that by reason of its relationship with Travel Edge under this Agreement it
will have access to Travel Edge’s Confidential Information. You agree to maintain in confidence all Confidential Information
received from Travel Edge, both oral and written, and agrees not to disclose or otherwise make available such Confidential
Information to any third party without the prior written consent of the disclosing party. You agree to use the Confidential
Information only for the purpose of performing this Agreement. You acknowledge and agrees that, subject to applicable law,
Travel Edge may use and distribute aggregate statistical and marketing information from which the identity of you or your
customers cannot be determined through the use of reasonable efforts. For purposes of this Agreement, “Confidential Information”
shall mean ADX and those Services which are not expressly permitted to be disclosed in this Agreement and all information and
materials concerning Travel Edge’s business, plans, pricing, technology, data and products that are confidential and of
substantial value to Travel Edge, which value would be impaired if such information and materials were disclosed to third
parties. For purposes of this Agreement all information and materials relating to the technology utilized in the Services shall
be deemed confidential. This Section 10 shall survive the expiration or termination of this Agreement.
11. Indemnification. You will, at your expense, indemnify, defend and hold Travel Edge and Travel Edge’s employees,
agents, successors, directors, officers, subsidiaries, affiliates, Suppliers and assigns harmless from any suits, losses, claims,
demands, liabilities, costs, and expenses (including attorneys’ fees and amounts paid to settle any claims), threatened, made, or
filed by any third party resulting from or arising out of (i) your use of the Services, (ii) your failure to comply with any
applicable laws and regulations, and (iii) your breach of this Agreement. Travel Edge will provide you with prompt written
notice of any such claim and provide you with proper and full information and assistance at your expense to settle and/or defend
any such claim. You agree not to settle any action, claim, or demand on Travel Edge’s behalf without Travel Edge’s prior written
consent. Travel Edge will have the right to direct the defense and hire counsel of its choice.
12. Disclaimer or Warranties. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”
BASIS. NEITHER TRAVEL EDGE NOR ITS SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE,
ERROR-FREE, OR VIRUS FREE, (II) THE SERVICES WILL MEET YOUR REQUIREMENTS, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
THE SERVICES ARE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. TRAVEL EDGE ALSO EXPRESSLY DISCLAIMS
ALL WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSES, PERFORMANCE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, QUIET ENJOYMENT, SYSTEM INTEGRATION,
DATE ACCURACY, AND ANY WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, EQUITY, OR FROM A COURSE OF DEALING OR USAGE
OF TRADE. You MAY HAVE OTHER LEGAL RIGHTS RELATING TO THIS AGREEMENT, WHICH MAY VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
13. Limitation of Liability. IN NO EVENT SHALL TRAVEL EDGE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON
UNDER ANY LEGAL THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, TORT, OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, SALES, REVENUE, USE, DATA,
HARDWARE, SOFTWARE, OR GOODWILL; INTERRUPTION OF BUSINESS; ANTICIPATED OR LOST PROFITS; OR THIRD PARTY CLAIMS) THAT ARISE OUT OF OR
IN CONNECTION WITH YOUR USE OF OR INABLITY TO USE THE SERVICES. TRAVEL EDGE’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON
FOR ACTUAL, DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) AND
YOU AGREES TO BE RESPONSIBLE FOR ANY LIABILITY EXCEEDING SUCH AMOUNT. YOU ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY WILL APPLY
WHETHER OR NOT TRAVEL EDGE IS GIVEN NOTICE OF THE POSSIBLITY OF SUCH DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
14. Assignment. You may not assign this Agreement or any of your rights or obligations under it without Travel Edge’s
prior written consent. Any attempted assignment without Travel Edge’s consent will be void and will cause this Agreement and your right
to use the Services to terminate immediately and without notice from Travel Edge. This Agreement and the rights and obligations of Travel
Edge and you under it will be binding on Travel Edge’s successors and assigns, and your heirs, as well as your successors and assigns that
Travel Edge authorizes with prior written consent.
15. Relationship. You have only the rights set forth in this Agreement to use the Services. This Agreement creates no
relationship between you and Travel Edge, other than as expressly stated herein. Specifically, this Agreement creates no relationship
between you and Travel Edge as independent contractors (which is provided for solely in the IC Agreement), partners, joint ventures,
fiduciaries, agents or employees.
16. Responsibility for Other Parties. Travel Edge is not responsible for the travel products made available through
the Services, it being understood that the Suppliers thereof are solely responsible for fulfillment, customer service and all other
issues that may arise relating thereto. For the purposes of this provision, IF A CLIENT/PASSENGER USING A CONFIRMED RESERVATION MADE
BY YOU THROUGH THE SERVICES IS REFUSED SERVICE BY THE SUPPLIER DUE TO AN OVERSALE OR THE LACK OF RECORD OF SUCH RESERVATION OR OTHERWISE,
YOUR SOLE REMEDY WILL BE THAT PROVIDED FOR BY SUCH SUPPLIER IN ITS TARIFF OR THE TERMS AND CONDITIONS OF THE SUPPLIER’S CONTRACT APPLICABLE
TO YOU AND/OR YOUR CLIENT/THE PASSENGER.
17. Waiver. Travel Edge’s waiver of any particular breach or of any particular act or omission of noncompliance with any
requirement of this Agreement shall not constitute a waiver of any other breach or act or omission of noncompliance with any requirement
of this Agreement.
18. Governing Law/Arbitration. To the extent not expressly prohibited by local law, this Agreement and its performance
shall be governed by the laws of the State of Delaware, United States of America, without regard to its conflict of laws provisions, and
by applicable federal laws of the United States. In the unlikely event of a dispute or claim between you and Company, its employees or
agents, having anything to do with your relationship with Company or the interpretation or enforcement of this Agreement, you and Company
mutually agree that all such claims will be settled by binding arbitration. As a result, you and Company give up the right to have the
dispute decided in civil court by a jury. Instead, it will be resolved by an impartial arbitrator whose decision will be final, without
right of appeal. The arbitration will be held in Wilmington, Delaware. The parties will be permitted to engage in reasonable discovery
prior to the arbitration. Following a hearing conducted by a single arbitrator, the arbitrator shall issue a signed and dated written
opinion which shall decide all issues submitted. The arbitrator shall award only those remedies which are authorized by law and requested
by the parties, and which the arbitrator determines to be supported by credible, relevant evidence. Unless otherwise provided by law, the
parties will be responsible for their own attorney’s fees and expenses. The cost of the arbitrator will be shared equally between you and
Company. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the
Services must be commenced by way of arbitration as set forth above within two (2) years after the date on which such claim or action
arose or accrued.
19. Notices. Notices and other communications given or required under this Agreement will be deemed delivered if sent via
email to the parties at: firstname.lastname@example.org.
20. Entire Agreement. This Agreement constitutes the entire agreement between Travel Edge and you with respect to the
Services and supersedes all prior agreements between Travel Edge and you. No oral statements, promises, or agreements will alter the terms
of this Agreement. If any provision of this Agreement is held unenforceable, the unenforceable provision will, at Travel Edge’s option, be
severed from this Agreement, or construed in accordance with applicable law as nearly as possible to reflect Travel Edge’s and your mutual
original intent, and all other provisions will remain in full force and effect. However, if in Travel Edge’s opinion such severance or
construction of such provision would frustrate the purpose of this Agreement, then Travel Edge may terminate this Agreement. This Agreement
shall also inure to the benefit of Travel Edge’s Supplier of the Services, who shall be entitled to enforce the terms and conditions of this
Agreement against you as a third-party beneficiary. This Agreement is in addition to IC Agreement and does not in any way amend, alter,
supersede, or otherwise effect the provisions of the IC Agreement including the commissions payable thereunder to the you or the obligations
of the you under the IC Agreement.
a) Modification of Agreement. This Agreement may be modified only by Travel Edge, at any time without notice. The terms and conditions may
be accessed via the Services. Any such modifications shall become effective immediately upon posting. By logging in, accessing, and/or using
the Services, you agree to review this Agreement periodically to learn of and be in compliance with, any modified terms and conditions.
b) Acceptance of Agreement. BY SELECTING OR CLICKING THE “I AGREE” BUTTON BELOW, OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGES AND AGREES
THAT (1) YOU OR YOUR AUTHORIZED REPRESENTATIVE HAVE READ AND UNDERSTAND THIS AGREEMENT, (2) YOU ACCEPTS THIS AGREEMENT IN ITS PRESENT FORM AND AS
IT MAY BE MODIFIED BY TRAVEL EDGE FROM TIME TO TIME, (3) YOU AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN, AS WELL AS BY THE
TERMS AND CONDITIONS OF ANY MODIFIED VERSION(S) OF THIS AGREEMENT, AND (4) YOU ACCEPT THIS AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF YOUR
EMPLOYEES AND INDEPENDENT CONTRACTORS, AND WILL ASSURE THAT THE YOU, YOUR EMPLOYEES AND YOUR INDEPENDENT CONTRACTORS WILL COMPLY WITH THIS
AGREEMENT. AFTER CLICKING THE “I AGREE” BUTTON BELOW, you CAN REGISTER TO USE THE SERVICES. THE SERVICES CAN THEN BE ACCESSED AND YOU MAY USE
THE SERVICES, SUBJECT TO THIS AGREEMENT.
c) Refusal of Agreement. YOU DO NOT AGREE TO THE AGREEMENT IF YOU CLOSE THE AGREEMENT BOX WITHOUT SELECTING, ‘I ACCEPT’. IN DOING SO,
YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.