Trip Navigator - Pioneering Corporate Travel & Events.
AGREEMENT BETWEEN YOU AND TRIPNAVIGATOR
Trip Navigator Partner Terms and Conditions (the “Terms and Conditions”) will apply to any and all orders placed through Trip Navigator service provider (“Partner”) via the Trip Navigator Partner Portal (“TPP”). Partner’s display of their products and services on TPP implies a deemed acceptance to these Terms and Conditions by the Partner’s. These Terms and Conditions and any other written agreements executed by Trip Navigator and Partner that reference or are executed pursuant to these Terms and Conditions shall hereinafter be referred to collectively as the “Agreement”. The effective date of the Agreement (the “Effective Date”) will be the date that Trip Navigator first provides an authorized Partner with access to TPP available via the Trip Navigator website www.tripnavigator.com, or any successor website thereto (the “Trip Navigator Site”).
By accessing and using TPP, Partner agrees to all of the terms and conditions of these Trip Navigator Terms and Conditions, including the limitations on liability set forth herein and the provisions governing Trip Navigator’s ability to modify these Terms and Conditions set forth herein. IF PARTNER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, PARTNER IS NOT PERMITTED TO USE TPP.
Trip Navigator and Partner are sometimes referred to herein individually as a “Party” and together as the “Parties.”
The term "you" “your” refers to the Partners owners/proprietors and, if applicable, any entity managing the Partners on behalf of or acting as agent for the Partners. The terms "us", "we" and "our" refer to Trip Navigator.
“Customer” means any Person who purchases the Services from Partner or otherwise benefits from Partner’s use of the Services for such Person’s own business operations and not for further re-sale, redistribution or servicing of third parties.
“Customer Contract” means an agreement between Partner and any Customer pursuant to which Partner makes the Services available to such Customer.
“Customer Data” means any and all Customer or User information, emails, data, text, audio, video, images or other content (a) provided by a Customer or User to Partner or Trip Navigator in connection with the purchase or receipt of the Services or use of the TPP; or (b) provided to, hosted and/or stored by Trip Navigator in connection with the provision of the Services.
“Trip Navigator Partner Portal” or “TPP” means the Trip Navigator Platform, software and related technology provided by Trip Navigator for use by Partners to facilitate and manage such Partner’s relationships with Customers with respect to the Services.
“Person” means an individual, partnership, Limited Liability Company, association, corporation or other entity.
“Services” Trip Navigator is in the business of providing reservations for airlines, hotels, railway, MICE packages, bus, merchandise, team building activities, hiring of artists or performers for your events/conferences, car rentals & events across cities and rural areas throughout India and abroad.
“Trip Navigator Platform” means the Services, the Software and any other technology used by Trip Navigator in the provision and operation of the Services or supplied by Trip Navigator to Partner or Customer in connection with the provision or receipt of Services, including TPP and Trip Navigator Site.
“User” means each employee, contractor or agent of Customer who is authorized by Trip Navigator and Partner to use the Services.
USE OF TPPRegistration To Trip Navigator Partner Portal:
Trip Navigator will provide Partner with an account, user name and password granting Partner access to and use of TPP, located at the Trip Navigator Site. Partner is responsible for maintaining the confidentiality of any such account information and is fully responsible for all activities that occur under Partner’s account. During the registration process for TPP, Partner will provide certain information, including contact information, business qualifications (if applicable) and any other information required by Trip Navigator. Partner represents and warrants that
- All information provided during the registration process is accurate and complete;
- Partner is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement;
- If registering on behalf of an entity or organization, Partner is an authorized representative of such entity or organization with the authority to legally bind such entity or organization to this Agreement.
If Trip Navigator determines that Partner has provided false, misleading or otherwise inaccurate information to Trip Navigator, Trip Navigator may terminate this Agreement immediately upon notice to Partner and Partner shall cease holding itself out as a Partner of the Services.Non-Exclusive Appointment; Services:
- Non-Exclusive Appointment:
Subject to the terms and conditions set forth herein, Trip Navigator appoints Partner, and Partner hereby accepts appointment, as a non-exclusive provider of the Services to Customers. The relationship created by this Agreement is non-exclusive in all respects. Trip Navigator reserves the right at its sole discretion to appoint and remove other partners, resellers, distributors, or representatives in the sale of the Services, or to sell the Services to Customers directly.
- Consent to Trip Navigator Terms and Conditions:
Trip Navigator’s provision of the Services to Customers is contingent upon Trip Navigator’s receipt of Customer’s consent to Trip Navigator’s terms of service applicable to such Customer’s use of the Services. Trip Navigator shall have no obligation to provide Services to any Customer unless and until Trip Navigator obtains Customer’s consent to Trip Navigator’s terms of service. With respect to each Customer, Partner will be solely responsible for
- obtaining such Customer’s consent to Trip Navigator’s terms of service or
- obtaining the requisite consent and authority from such Customer to accept Trip Navigator’s terms of service on behalf of the Customer and to legally bind Customer to such terms of service.
Partner shall use reasonable, diligent efforts to market, promote and distribute the Services. Partner is solely responsible for the means, manner and method of its performance under this Agreement.
- Marketing and Promotion:
Trip Navigator may from time to time provide promotional and marketing materials to Partner (the “Trip Navigator Materials”). Partner may build its own marketing strategies and market the Services using commercially reasonable marketing concepts and means of popularizing and providing access to the Services (forums, blogs, social networks, personal or business Trip Navigator Site, printed media, etc.); provided, however, that Partner shall not
- market, promote or provide access to the Services to any Person who is, to Partner’s knowledge, using the Services at the time Partner approaches or markets the Services to such entity or person;
- utilize any marketing methods that violate this Agreement or any other Trip Navigator Policy;
- infringe, dilute or otherwise violate the intellectual property rights of any third parties; or
- violate any applicable law, rule, regulation or order in such marketing activities.
- Use by Customers Only:
The Services sold to Partner under this Agreement are intended for use only by Customers and their Users. Partner may not use the Services for its own business operations or for any other purpose pursuant to this Agreement. If Partner wishes to use the Services for its own account, it must place an order naming itself as the Customer and it’s use of the Services in that capacity will be subject to Trip Navigator’s terms of service and other terms and conditions applicable to Customers.
TPP may include various content management tools to upload or request changes to content that is displayed on the Trip Navigator Site regarding the Partner’s products and/or services. By uploading any of Your name(s), logos, trademarks, images, audio, video, text or other content ("Content"), You hereby grant Trip Navigator the right to use, reproduce and distribute such Content for the purposes of advertising, merchandising and obtaining reservations for the Partner’s products and/or services via the Trip Navigator Site. You warrant that any such use of the Content does not and will not infringe on any third party's rights. Trip Navigator has no obligation to use, display or distribute any Content. If you request any changes to your Content, such changes may be subject to review and approval by Trip Navigator at our sole discretion.
From time to time, we may make other features and services available through TPP. Such features and services may be subject to additional terms and conditions of use.
The content and information in TPP, as well as the infrastructure used to provide such content and information, is proprietary to us. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through TPP. Additionally, you agree not to:
- access, monitor or copy any content or information in TPP using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- violate the restrictions in any robot exclusion headers on TPP or bypass or circumvent other measures employed to prevent or limit access to TPP;
- take any action that imposes, or may impose, at our discretion, an unreasonable or disproportionately large load on our infrastructure;
- deep-link to any portion of TPP for any purpose without our express written permission; or
- "frame", "mirror" or otherwise incorporate any part of TPP into any other website without our prior written authorisation.
COMMENTS AND OTHER SUBMISSIONS
We appreciate hearing from you. Please be aware that by submitting unsolicited suggestions, comments or other feedback relating to TPP, (collectively, "Submissions"), you grant Trip Navigator and the affiliated, co-branded and/or linked website partners through whom we provide service (collectively, the "Trip Navigator Affiliates"), a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world via any media, now known or hereafter devised. You further grant Trip Navigator the right to pursue at law any person or entity that violates your or Trip Navigator's rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary. If you do not agree to these terms and conditions, please do not provide us with any Submissions.
LIABILITY DISCLAIMERRepresentations and Warranties; Disclaimer.
- Warranty Each Party represents and warrants
- it is validly existing and in good standing under the laws of its state of incorporation;
- it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement;
- its execution and delivery of this Agreement and its performance of its obligations under this Agreement will not result in its breach of or default under any agreement or arrangement by which it is bound;
- the person entering into this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement; and
- this Agreement is valid, binding and enforceable against it in accordance with its terms.
The Trip Navigator Platform is provided “AS IS.”, Trip Navigator and its affiliates make no (and hereby disclaim all) warranties or representations (express or implied, oral or written), whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise, including, with respect to the Trip Navigator Platform, any and all
- warranties of merchantability,
- warranties of fitness or suitability for any purpose (whether or not such Party knows, has reason to know, has been advised, or is otherwise aware of any such purpose),
- any warranty that the Trip Navigator Platform will be uninterrupted, error free or free of harmful components, or that the Customer data will not be lost or damaged, and
- warranties of non-infringement or condition of title. this disclaimer and exclusion will apply even if the express warranty set forth above fails of its essential purpose.
- Limitation of Liability
in no event will Trip Navigator be liable to Partner, Customer or any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, any interruption of business, or for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with this Agreement or any products, services or Trip Navigator applications provided by Trip Navigator, including the Trip Navigator Platform, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if Trip Navigator has been advised or is otherwise aware of the possibility of such damages. further, neither Trip Navigator nor any of its affiliates will be responsible for any compensation, reimbursement, or damages arising in connection with:
- Partner or Customer’s inability to use the Services as a result of any downtime of all or a portion of the Trip Navigator Platform for any reason, including as a result of power outages, system failures or other interruptions;
- the cost of procurement of substitute products or services;
- any investments, expenditures, or commitments by Partner in connection with this Agreement or Customer’s use of or access to the Trip Navigator Platform; or
- any unauthorized access to, alteration of, or the deletion, destruction, damage or loss of any Customer data or other data. This section will be given full effect even if any remedy specified in this Agreement is deemed to have failed of its essential purpose.
n addition to all other indemnification obligations set forth in other sections of this Agreement, Partner, at its sole expense, will defend, indemnify and hold harmless Trip Navigator and its directors, officers, employees, contractors, agents, successors and assigns (collectively, the “Trip Navigator Indemnitees”) from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) (collectively, “Liabilities”) resulting from any claim (including third party claims), suit, action, or proceeding against any Trip Navigator Indemnitee, whether successful or not, resulting from or arising in connection with
- Partner’s sale, failure to sell, or provision of the Services to Customer;
- Partner or Partner Party’s use of the Customer Data or the Trip Navigator Platform;
- any breach of this Agreement or an applicable Customer Contract or a violation of applicable law by Partner or a Partner Party;
- any statement, representation, warranty, contractual obligation or other commitment made by Partner with respect to the Services that is inconsistent with or not provided by Trip Navigator in the terms of this Agreement, the Documentation provided by Trip Navigator or any Trip Navigator Policy;
- the negligence or willful misconduct of Partner or any Partner Party; or
- Partner’s failure to obtain any required consents or authorizations from Customer as described in this Agreement.
- Service Related
You agree to defend and indemnify Trip Navigator and the Trip Navigator Affiliates and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including, but not limited to, reasonable legal and accounting fees, brought by third parties as a result of:
- your breach of this Agreement or the documents referenced herein;
- your violation of any law or the rights of a third party; or
- your use of TPP; or
- any lack of services on your part while delivering your products or services to the end users.
PARTNER OBLIGATIONS AND ACKNOWLEDGEMENTS
Partner understands and agrees that Partner and Customer’s full, reasonable cooperation is required in order for Trip Navigator to properly, efficiently and effectively perform the Services for Customer hereunder. Partner agrees to comply with all of Trip Navigator’s reasonable requests made in connection with the provision of Services to Customer hereunder. Partner understands and agrees that its failure or Customer’s failure to so cooperate with Trip Navigator could result in Trip Navigator’s inability to properly, efficiently and effectively perform the Services hereunder. Trip Navigator’s provision of the Services is subject to
- delays due to unanticipated Partner or Customer requests, complications with Customer’s systems, programs, accounts and data, and other unforeseen circumstances beyond the reasonable control of Trip Navigator,
- Partner’s and Customer’s cooperation (including the cooperation of third parties under such Partner’s or Customer’s control) with Trip Navigator, as well as
- Partner’s and Customer’s compliance with this Agreement or any other Trip Navigator policy or terms and conditions. Trip Navigator shall have no liability whatsoever for any delays, deficiencies or failures that occur in the performance of Services as a result of Partner’s or Customer’s failure to so cooperate.
- Compliance with Law
Partner will obtain all registrations, licenses and permits required to perform its obligations under this Agreement. Partner will comply with all applicable laws, rules, regulations and orders relating to its performance under this Agreement.
Partner will not make any false or misleading representations concerning the Services, or make any representations concerning the Services’ specifications, features, capabilities and applicable warranties which are inconsistent with or are in addition to those set forth in this Agreement, any other Trip Navigator policy or terms and conditions, product descriptions or other promotional materials made available by Trip Navigator to Partner or to the Customer.
- Changes to Services
Trip Navigator may introduce new Services and/or alter existing Services without prior notice to Partner, Customers, Users or others, including revising the user interface, features, and functionality of the Services as part of improvements or other necessary changes to the Services during the term. Trip Navigator will have the right, in its sole discretion, to discontinue some or all of the Services, or to change some or all of the Services, upon notification to Partner of any such discontinuation or change.
- Use of the Trip Navigator Intellectual Property Rights
Partner will not, and will not encourage or permit any Customer, Users or other Person to
- use the Trip Navigator Platform in any manner or for any purpose other than as expressly permitted by this Agreement;
- access or use the Trip Navigator Platform in a way intended to avoid incurring fees to be paid to Trip Navigator pursuant to this Agreement;
- access or use the Trip Navigator Platform in any way that violates this Agreement or any applicable laws, rules, or regulations;
- modify, alter, tamper with, repair or otherwise create derivative works of any software , technology, content or any Intellectual Property Rights of Trip Navigator included in or used to provide the Trip Navigator Platform;
- reverse engineer, disassemble or decompile the Trip Navigator Platform or any software or technology of Trip Navigator included in or used to provide the Services, or
- attempt to discover or recreate the Trip Navigator Platform or Intellectual Property Rights of Trip Navigator.
- Responsibility for Other Parties
Partner will be liable for any action that it permits, assists or facilitates any of its affiliates, officers, directors, employees, contractors, representatives, agents or other Person (each, a “Partner Party,” and collectively, “Partner Parties”) to take related to this Agreement, the Customer Data or the use of the Trip Navigator Platform. Partner will ensure that all Partner Parties comply with Partner’s obligations under this Agreement.
- Notification of Unauthorized Use.
Partner will immediately notify Trip Navigator in writing of any unauthorized use of the Trip Navigator Platform or breach of this Agreement that comes to Partner’s attention. In the event of any unauthorized use by any third party that obtained access to the Trip Navigator Platform directly or indirectly through Partner, Partner will take all steps necessary to terminate such unauthorized use and will provide Trip Navigator such cooperation and assistance as requested by Trip Navigator in connection with Trip Navigator’s actions to stop or prevent unauthorized use of the Trip Navigator Platform.
- Limited Use of the Trip Navigator Platform
Partner’s access to the Trip Navigator Platform shall be limited to the purpose of reselling or providing the Services to Customers. Partner may not access and use the Trip Navigator Platform for the purpose of developing (or intending to develop) a product or service that contains similar capabilities or functionalities as or that otherwise competes with the Services.
Partner is responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information (collectively, “Passwords”) that have been provided to Partner or that are generated in connection with Partner’s or its Customers’ use of the Trip Navigator Platform. Partner will not disclose or make available Passwords other than to authorized Users, if applicable, and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Passwords or the Trip Navigator Platform. Partner and/or its Customers are fully responsible for all activities that occur in connection with the Passwords.
Trip Navigator may suspend or limit access to the Trip Navigator Platform for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Trip Navigator Platform for any reason, including as a result of power outages, system failures, maintenance, upgrades or other interruptions.
- Suspension, Limitation or Termination.
Trip Navigator may, without liability to Partner, immediately suspend, terminate or limit access to the Trip Navigator Platform at any time in the event
- Trip Navigator determines that the Trip Navigator Platform is being used in violation of applicable federal, state or local law or ordinance, this Agreement, or any other Trip Navigator Policy;
- Trip Navigator determines that the Trip Navigator Platform is being used in an unauthorized or fraudulent manner or that Partner or Customers have submitted fraudulent or inaccurate information to Trip Navigator;
- Trip Navigator determines that Partner’s or Customers’ use of the Trip Navigator Platform adversely affects Trip Navigator’s equipment or service to others;
- Trip Navigator is prohibited by an order of a court or other governmental agency from providing the Services;
- of a denial of service attack or any other event which Trip Navigator determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended;
- of a security incident or other disaster that impacts the Services or the security of Customer Data;
Trip Navigator shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Partners use of the Trip Navigator Platform or a Customer’s use of the Services in accordance with this section.
- Postings Regarding the Services
Partner grants Trip Navigator a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable permission to use, edit, reproduce, distribute, display, and publish at any time, in whole or in part and in any media, and at Trip Navigator’s discretion (including, without limitation, publication on the Internet) any feedback, comments, reviews, or other postings made by Partner or Customer regarding Trip Navigator or the Services, whether to Trip Navigator directly, on any third party Trip Navigator Site, or otherwise (“Postings”). Partner acknowledges and agrees that Postings may include, but are not limited to, Partner’s name, statements, and employer name (if applicable), and agrees to provide additional appropriate testimonial affidavits and supporting information and documentation at Trip Navigator’s request. Trip Navigator has the right to identify Partner as a Partner of the Services in Trip Navigator’s promotional materials and releases, however printed or displayed and in any medium of expression, and if applicable, to use Partner’s corporate logo as it appears from time to time on Partner’s website or other promotional materials. Partner represents and warrants such Postings reflect Partner’s honest beliefs and real experience in connection with Trip Navigator or the Services, are made voluntarily, and are provided without compensation to Partner. Partner waives, releases, and discharges Trip Navigator and its employees, officers, affiliates, licensees, successors, assigns, agents, customers, and suppliers from any and all claims Partner may now or later have (whether related to copyright, right of privacy, right of publicity, performer rights, tort, contract, statute or otherwise) by reason of any use, edit, reproduction, distribution, display, or publication of the Postings by Trip Navigator or by any third party authorized to do so by Trip Navigator. Partner will not to assert
- any ownership or other right or interest in the Postings or
any claim for compensation related to the Postings or the use, reproduction, distribution, or publication thereof. Partner may withdraw Partner’s permission to Trip Navigator to use, edit, reproduce, distribute, display, or publish Postings at any time by contacting Trip Navigator at email@example.com, provided that such withdrawal shall only apply to Postings which Trip Navigator can easily remove from the Trip Navigator Site or other websites, and shall not apply to any printed materials or publications in circulation or ordered for circulation at the time of such withdrawal.
- Pricing Policy :
Trip Navigator reserves the right to modify the prices listed by the Partner at its sole discretion. The Partner however confirms that irrespective of change of such prices the quality or quantity of the services requested by the User shall not in any way be affected.
- Partner Deals :
The Partner may at their sole discretion issue offers and deals on their services during season, off-season times or as and when the Partner may please. In the event the Partner fails to honour any such offers offered by the Partners, the associated claims that may be raised by the customer, if any, on such dishonouring of the services shall be solely on the account of the Partner and not make Trip Navigator liable.
- Listing Services :
Trip Navigator may choose to offer listing services. Such charges may vary at the sole discretion of Trip Naigator from time to time.
LINKS TO THIRD-PARTY SITES
TPP may contain hyperlinks to Trip Navigator Site operated by parties other than Trip Navigator. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their content or the privacy or other practices of such websites. Furthermore, it is up to you to take precautions to ensure that the links you select or software you download (whether from TPP or other websites) are free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
You hereby consent to the exclusive jurisdiction and venue of courts in Mumbai, India, in all disputes arising out of or relating to the use of TPP. Use of TPP is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
You agree that no joint venture, partnership or employment relationship exists between you and Trip Navigator as a result of this Agreement or use of TPP.
Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with the police or other governmental or legal requests or requirements relating to your use of TPP or information provided to or gathered by us with respect to such use.
If any part of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of this Agreement at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.
This Agreement (and any other terms and conditions referenced herein) constitutes the entire Agreement between you and Trip Navigator with respect to TPP, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Trip Navigator with respect to TPP. With respect to any other written contracts that You may have with Trip Navigator, the terms of those contracts remain unchanged. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved.
Assignment Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Partner, including by operation of law or otherwise, without the prior written consent of Trip Navigator, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Trip Navigator may freely assign this Agreement and any right or duty under this Agreement to an affiliate or other Person by operation of law, change of control, merger, reorganization, or sale of stock or all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.
Relationship of the Parties Neither Party will, for any purpose, be deemed to be an employee, representative, owner or partner of the other Party; and, the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
References Neither Party may disclose the specific terms of this Agreement or issue a public statement or press release regarding this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, Trip Navigator may, during the Term of this Agreement, identify Partner as an authorized Partner of the Services and display Partner’s logo and/or other branding materials on Trip Navigator’s website and other marketing materials.
Updated On August 2016