Terms of Service
and Membership Agreement
Travel Labs, Inc. including any current or future affiliates and subsidiaries (collectively “Travel Labs”) provides services for the purpose of assisting individuals and organizations in obtaining, reviewing, managing, and accessing travel and itinerary information, including through current or future software applications such as the Tempore software or application (the “Software”) and websites located at www.tempore.com and www.travellabs.com (the “Sites”) (these services, including access to the Sites and the Software are collectively referred to as the “Services” in this Agreement).
In this Agreement, we use the terms “you,” “your,” and the like to refer to any user, regardless of whether you use the Services as an individual or an organization. For organizations, these terms also encompass any individuals who utilize the Services including, without exclusion, your employees, contractors, advisors, affiliates, or other individuals authorized by Customer.
BY CREATING A USER ACCOUNT AND TOGGLING “I AGREE” YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE POLICIES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR THE POLICIES, YOU MAY NOT ACCESS THE SERVICES.
NOTWITHSTANDING THE FOREGOING, YOUR USE OF THE SERVICES INDICATES YOUR ACCEPTANCE OF THE AGREEMENT AND THE POLICIES.
1. Access to Sites and Services
1.1 License. Subject to this Agreement and the Policies, Travel Labs grants you a temporary, limited, non-exclusive, revocable, non-transferable, and non-sublicenseable license to access those portions of the Services available to you based on your membership and/or subscription. By agreeing to grant such access, Travel Labs does not obligate itself to maintain the Services in its present form. Travel Labs may upgrade, modify, change or enhance the Services at any time in Travel Labs’ sole discretion. The Services have limited value, if any, to users who do not become members as set forth in Section 2.
1.2 Your Obligations. You agree to abide by any rules that Travel Labs publishes with respect to use of the Services and any other current or future rules and regulations communicated to you either by posting such rules or regulations to the Sites or delivered to you by e-mail. Any such rules or regulations are incorporated into this Agreement. Travel Labs reserves the right to deny you access to the Services if, in Travel Labs’ sole discretion, you have failed to abide by this Agreement and/or the Policies. You further agree you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise.
1.3 Security. You shall not transfer or share your access or any login information, to or with any third-party. You are solely responsible for any authorized or unauthorized use of your username, password, and access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use, purchases, or charges incurred from use of the Services with your password. You agree to accept responsibility for all activities that occur under your account or password. Travel Labs and its affiliates, reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders or subscriptions in its sole discretion.
1.4 Compatibility; Equipment; Telecommunications and Internet Services. You are solely responsible for providing, procuring, maintaining, and ensuring compatibility with the Sites and Software including all hardware, software, electrical, and other physical requirements for your use of the Services, including, without limitation, telecommunications, internet access connections, web browsers or other equipment, programs and similar services. You shall be solely responsible for any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
1.5 Authorization and Ownership. You represent and warrant that any information, data, input, user feedback, documents, or any other content (“User Content”) that you upload or otherwise provide in connection with the Services is either owned by you, or that you have the legal right to upload or provide such User Content. You agree to indemnify, hold harmless, and defend Travel Labs and its affiliates from and against any action, cause, claim, damage, demand, liability, or loss, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to a claim that your upload or provision of User Content infringes or violates the rights of any third-party.
1.6 Accurate Information. You represent and warrant that all information and documents provided by you are accurate, truthful, and authentic.
1.7 Suspension. Travel Labs may suspend your access to the Services at any time if, in our opinion, this is reasonably necessary to preserve the security and proper operation of the Services, if you have failed to comply with any of the terms of this Agreement, or if any information or documents provided by you are false, misleading, or deceptive.
2. Member Accounts.
2.1 Availability. Membership to the Sites and/or Software provides you with access to additional information and the ability to purchase and access additional portions of the Services. Membership is not available to any individual under the age of sixteen (16). Travel Labs may offer different types of memberships with different levels of access and feature sets, to individuals, businesses, or other organizations. The extent of access and price is determined by your membership level. Unless otherwise noted, all services are provided online. No services are provided in-person. In order to become a member, you must timely pay all fees as set forth in Section 3.
2.2 Information Sharing. By creating an account, you authorize Travel Labs to share your information with third-parties in order to provide you with relevant information regarding transportation, lodging, rental, and other travel information. If you choose to link your account with any other user, whether an employee, employer, or other individual or organization, you expressly provide to Travel Labs to share your account information, travel itinerary, and other similar information with such third-parties.
2.3 Required Information. Certain aspects of the Services require you to provide additional information to take full advantage of the services. This information includes, but may not be limited to, a valid driver’s license, U.S. passport, credit card, and other contact information etc. In addition to the aforementioned, the Services may also ask for such information such as to provide your frequent flyer number for certain airlines or similar information for other third-parties to enhance your use of the Services. You acknowledge and agree that your use of the Services may be limited if you choose not to provide certain types of information or documentation.
3. Fees and Payment.
3.1 Fees. Unless expressly stated otherwise, your use of the Services will be subject to the pricing terms available at www.tempore.com/pricing (the “Fees”). We may offer different types of memberships, subscriptions, or access levels with different pricing formats and fees. You agree to pay all costs and fees for any Services purchased or requested. All associated fees and fee waivers are subject to change at Travel Labs’ sole discretion by providing notice to you at the e-mail address associated with your account. Any changes to Fees shall take effect thirty (30) days following the Effective Date of the revisions, unless a later date is provided for by Travel Labs.
3.2 Automatic Renewal. For subscriptions based on monthly or annual periods, such subscriptions will automatically renew either on a month-to-month or year-to-year basis, depending on the type of subscription offered by us and selected by you. If you wish to cancel your subscription before it is renewed, you must submit an electronic written non-renewal notice to Travel Labs at firstname.lastname@example.org before the Renewal Date, as defined below.
3.3 Automatic Payments. All fees are charged automatically each subsequent month or year on the same purchase date (the “Renewal Date”). In the event the Renewal Date falls on a date which does not exist in a particular month (i.e., the 31st), the fee will be charged on the last calendar day of such month (i.e., the 30th, 29th, or 28th, as the case may be).
3.4 Method of Payment Required. Travel Labs may require that you provide a method of payment as part of the registration process, which may include credit card, or other methods of payment identified by Travel Labs during the registration process. By providing any method of payment, you represent and warrant that you are authorized to use such method of payment and that you will be billed the amount of money for your purchase. Prior to the purchase of any membership, a la carte content, or other Services, you must provide us with a valid method of payment and any associated payment information necessary to process such purchase, which may include any or all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; (v) any activation numbers or codes needed to charge your card; and (vi) any other information which may be reasonably requested to assist in the processing of your payment. You are solely responsible for all transaction fees, processing, fees, miner fees, or any other fees associated with your method of payment (“Transaction Fees”). Travel Labs shall have the right to add Transaction Fees to any purchase price. You further agree to ensure your chosen method of payment remains valid and is sufficient to cover any ongoing, recurring, of future purchases. Travel Labs reserves the right to reverse any purchase, cancel any membership, and void this Agreement if your method of payment is insufficient and you fail to provide an alternative method of payment.
3.5 Taxes. As it relates to all amounts and fees covered under this Agreement for Services rendered by Travel Labs are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any fees. For Taxes charged in relation to purchases or sales of travel services, Travel Labs shall reflect such Taxes on all reporting and/or receipts, you shall be responsible for the payment of all such Taxes.
3.6 Local Currency. All Fees will be invoiced, charged, and collected in USD except as otherwise noted.
3.7 No Refunds. There are no refunds available for your purchase of any Services. If it is identified that the services were charged in error, at such time, Travel Labs will issue a refund for incorrectly charged services.
3.8 Suspension. If Travel Labs is unable to charge you for any applicable Fees based upon the provided method of payment, Travel Labs may suspend your access to all or any portion of the Services until all outstanding fees are paid in full.
3.9 Third-Party Fees and Charges. The Fees due under this Agreement do not include any third-party charges or fees. Third-party charges include initial purchases of travel services as well as change fees, modification fees, cancellation fees, foreign currency conversion charges, or similar fees charged by third-parties. You acknowledge and agree that you are solely responsible for reviewing the cancellation and other policies of any third-parties.
4. Prohibited Use of Service.
You acknowledge and agree that you will not and cannot:
(a) Make any commercial use of this Sites or Software or its contents, descriptions, materials, or information comprising or related to the Services;
(b) Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit the Sites or Software, or their contents, descriptions, materials, or information for any purpose without the express written consent of Travel Labs;
(c) Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from Travel Labs, from the Sites or Software, or acquired in connection with the Services;
(d) Use the Services in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of Travel Labs; or
(e) Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Sites, Software, or the Services to intentionally or unintentionally violate any local, state, federal, or other law;
(f) Engage in any other activity deemed by Travel Labs, in Travel Labs’ sole discretion, to be in conflict with the spirit or intent of this Agreement or the Policies.
You agree that Travel Labs may revise the Agreement, the Polices and any rules, guidelines, or other agreements related to the Services from time to time, at Travel Labs’ sole discretion. Such revisions shall become effective upon posting on any Site or providing a copy of the revised Agreement to you via the e-mail listed for your member account (the “Effective Date”). You acknowledge that it is your responsibility to review such e-mails or postings to review any revisions to the Agreement. Any changes to Fees shall take effect thirty (30) days following the Effective Date of the revisions, unless a later date is provided for by Travel Labs. Any changes to other fees or costs shall take immediate effect. You agree to be bound by the revised Agreement. If you do not agree to the revised Agreement, or any other revision, you may no longer access the Services, the Sites, the Software, or any software associated with the Services or Travel Labs.
6. Ownership of Intellectual Property; Alleged Copyright Infringement.
6.1 Copyright Protected Works. All content contained on this Sites, Software, or related to the Services including, but not limited to, text, audio, video, photos, and other content is exclusively owned by Travel Labs. You agree that you will not directly or indirectly copy, reproduce, modify, alter, create derivative works from, distribute, or publicly display any content from the Services without the prior express written permission of Travel Labs and any third party where applicable.
6.2 Trademarks. The trademarks, service marks, company names, logos, and related names and marks (the “Trademarks”) used and displayed with the Services are owned by Travel Labs. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks without the express written permission of Travel Labs.
6.3 No Transfer. Except for the limited license identified in Section 1, you acknowledge that nothing contained in this Agreement shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any trademark, copyright protected work, or other intellectual property.
6.4 Digital Millennium Copyright Act (“DMCA”) Notice of Claimed Infringement. Travel Labs respects the intellectual property rights of others and it is our policy to expeditiously process and review and notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to Travel Labs Designated Agent at email@example.com, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit Travel Labs administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
6.5 DMCA Counter-Notice. If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a Counter-Notification to Travel Lab’s Designated Agent at firstname.lastname@example.org with all of the following: (i) your signature (physical or electronic); (ii) a description of the work at issue; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address and telephone number, and a statement that you consent to jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.
7.1 Availability of Services. You agree that from time to time the Services may be inaccessible or inoperable in whole or in part for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Travel Labs may undertake from time to time; or (iii) causes beyond the control of Travel Labs or which are not reasonably foreseeable.
7.2 No Responsibility for Third-Party Services. Travel Labs is not an airline, hotel, or similar company. Travel Labs’ Services are provided for the limited purpose of assisting you in obtaining, organizing, and accessing information. Travel Labs is not responsible for the acts or omissions of third-parties such as airlines, hotels, car rental or ride share providers, taxis, or other third-parties. Travel Labs may relay information provided by airlines, hotels, car rental or ride share providers or other third-parties to you, but cannot guarantee such information is accurate and/or will not change.
7.3 Your Obligation with Respect to Travel. You acknowledge and agree that Travel Labs is not responsible for any errors, inaccuracies, acts, or omissions of third-parties. You acknowledge and agree that you are solely responsible for (a) ensuring you have all the required documentation and information that may be requested by any airline, hotel, car rental or ride share providers, or other third-party; and (b) for reviewing information from third-parties, such as determining luggage allowances, required documentation, how early you must arrive in order to board, and similar information.
7.4 Travel Risk. By offering reservations for Travel Services via the Agreement, in particular for international destinations, Travel Labs does not represent or warrant that travel to such areas is advisable or without risk, and is not liable for damages or losses that may result from travel to such destinations. The Travel Service Providers are independent contractors and not agents, subcontractors, or employees of Travel Labs. Travel Labs disclaims all liability relating to the actions or inactions of Travel Service Providers or to any Travel Services, including any actions or inactions that result in any personal injuries, death, property damage, or other damages to you or an Authorized User. Travel Labs has no liability to you or its Authorized Users and will make no refund in the event of any delay, cancellation, overbooking, strike, force majeure or other causes beyond Travel Labs’ control.
7.5 YOUR RELIANCE ON ANY INFORMATION IN THE SERVICES OR OTHERWISE PROVIDED BY TRAVEL LABS OR ITS AFFILIATES IS SOLELY AT YOUR OWN RISK.
7.6 TRAVEL LABS DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRAVEL LABS DOES NOT WARRANT THAT THE OPERATION OF THE SITES, THE SOFTWARE, OR AS PART OF THE SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. TRAVEL LABS DOES NOT WARRANT THAT THE SITES, SOFTWARE, OR THEIR SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
7.7 Algorithm. The Agreement make use of certain proprietary algorithms (collectively, the “Algorithm”) that take into account factors such as customer policy, authorized user profiles and behavior, current market conditions, and other relevant factors to determine users most preferred travel itinerary, proposing travel results, or other features. The Algorithm does not determine or affect the price of travel services. You acknowledge the Algorithm is proprietary and a part of this Agreement, and may be subjective based on each authorized users preferences, locations, travel dates and time, and other profile elements.
8. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TRAVEL LABS, NOR ANY OF ITS AFFILIATES WILL BE LIABLE UNDER THIS AGREEMENT FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, TRAVEL LABS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 (TEN THOUSAND DOLLARS) OR THE AMOUNT PAID BY YOU TO TRAVEL LABS HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
You hereby agree to indemnify, defend, and hold harmless Travel Labs and its respective affiliates, employees, agents, representatives, successors, and assigns from any and all liability, obligation, loss, damage, injury, penalty, action, judgment, suit, claim, cost, expense or disbursement of any kind and nature which may be imposed on, incurred by or served against Travel Labs by any person or entity relating to, arising out of, or in connection with this Agreement or any other policy, agreement, or action related to the Services including, but not limited to, the Agreement.
9.1 Additional Indemnity. Notwithstanding the above, Travel Labs obligations to procure transportation tickets and accommodations, to make reservations or to provide, make available or otherwise perform any Travel Services will, at all times, be conditioned upon the availability of such tickets, accommodations, reservations and Travel Services, and all tickets, accommodations, reservations and other such Travel Services will be provided subject to any and all tariffs, terms and conditions under which the same are offered or provided. Neither Travel Labs nor any representatives or employees of any subsidiaries of Travel Labs will be liable for, or responsible in any way for any accident, loss, injury or damage to you or any of your employees or guests or those persons traveling with your employee or guest nor for any of employee’s guest’s or person’s property in connection with the tickets, accommodations, transportation or other Travel Services arranged for or provided by Travel Labs or their employees or representatives.
9.2 Survival. The indemnity provisions set forth above shall survive termination and/or expiration of this Agreement, regardless of cause and shall remain in effect notwithstanding the termination and/or expiration of the Agreement for a period of two (2) years from the date of termination and/or expiry of this Agreement.
10.1 Term. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. The Agreement shall automatically terminate if you delete your account in accordance with Section 10.2.
10.2 Termination by You. You may terminate the Agreement by sending an e-mail to email@example.com. Termination by you shall be effective thirty (30) days from the date you terminate your account, except that any renewal fees paid by you shall not be refundable, regardless of whether such fees have been paid in monthly, annual, or other installments.
10.3 Termination for Insolvency. Notwithstanding anything hereinabove set forth, either Party may terminate this Agreement immediately by providing written notice to the other Party in the event the other Party becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against such Party.
10.4 Termination or Suspension by Travel Labs. Travel Labs may terminate this Agreement and/or suspend your access to the Services (a) for any reason whatsoever by providing you with thirty (30) days’ notice to the e-mail address on file with your account; (b) upon any breach of this Agreement; (c) your failure to timely submit any required payment; or (d) if you take any actions or make any statements that Travel Labs deems, in its sole discretion, to be threatening, dangerous, inappropriate, or otherwise pose any harm or risk to Travel Labs, the Sites, the Software, or other users or participants in the Services.
11. User Submission.
If you submit information or content to Travel Labs, with or without a request from us, including, without exclusion, comments, content, creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that Travel Labs may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. Travel Labs is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.
12.1 Waiver; Severability. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.
12.2 Law; Forum. This Agreement shall be governed and construed by the laws of the State of Minnesota without reference to its conflicts of laws principles. If you access the Sites, Software or the Services from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in Hennepin County, Minnesota. You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.
13. Force Majeure.
13.1 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
13.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.
13.3 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between you and Travel Labs and supersedes any and all prior or communications, representations, statements and understandings, whether oral or written, between you and Travel Labs.
14. Questions or Comments.
Should you have any questions or comments regarding this Agreement, please contact us at firstname.lastname@example.org or at 13570 Grove Drive, #295, Maple Grove, MN 55311. While we do not undertake any responsibility to respond to such inquiries or comments, we hope to respond promptly to any comments or concerns.