Tern Software Inc (Tern) is a  travel platform that connects travel advisors, suppliers, and travelers. This Terms of Service applies to your use of the tern.travel website and the Tern App (collectively, “the Tern Service” or “the Service”, as well as your relationship with Tern Software Inc, it’s affiliates, and service providers (referred to herein as “Tern”, “we”, “us”, or “our”).

If you do not agree with these Terms, including the Class Action waiver included below, please discontinue using the Tern Service.

THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. IF YOU ARE AN INDIVIDUAL PERSON, YOU CAN OPT OUT OF THE TERMS TO ARBITRATE BY CONTACTING SUPPORT@TERN.TRAVEL WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THE TERMS TO ARBITRATE.

These Terms will change over time. If we make minor changes to the Terms without materially changing your rights, we will post the modified Terms on our website. We will notify you by email, through the Tern service, or by presenting you with a new Terms of Service to accept if we make a modification that materially changes your rights. When you use the Tern Service after a modification is posted, you are telling us that you accept the modified terms.

Tern takes privacy seriously. Please review our Privacy Policy at tern.travel/privacy for details on our privacy practices.

About Tern

Tern is a software platform connecting travel advisors, travelers, and suppliers. Travel advisors use Tern to manage their travel business including such features as: CRM, trip planning, itinerary building, marketing, and commission tracking. Travelers use Tern to connect with their travel advisor and access relevant travel information. Travel suppliers use Tern to connect with travel advisors sharing resources on their offerings.

Creating an Account in Tern

You may use Tern without an account to view itineraries shared by a travel advisor. For all other functions, you need to create an account to use Tern. Tern offers three different account types tailored to each of our primary users: travelers advisors, suppliers, and travelers. As an individual you may have multiple account types based on your role at that time. When creating an account on Tern you must not misrepresent yourself or misrepresent affiliation with any organization, company, or group.

User Generated Content

Tern allows travel advisors, suppliers, and tourism boards to create and share content. By creating and uploading content to Tern, users grant Tern and its designees an unrestricted, irrevocable, perpetual, assignable, sublicensable, non-exclusive, worldwide, royalty-free, and fully paid-up license under all Intellectual Property Rights. This license permits Tern to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit, and distribute user submissions, with or without the user's name attached, in any form or manner for any lawful purpose, without compensation to you. Tern has full rights to sublicense these rights through multiple tiers of distribution.

Tern is not responsible for any damages resulting from user submissions. Users should not assume the content's accuracy, and Tern makes no claims regarding its accuracy. Users are advised to share and use such content at their own risk. None of the user generated content will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any user generated content. We may (but we are not obligated to) remove or alter any user generated content at any time for any reason.

When generating and sharing content across the network, users should refrain from disclosing any personal information. Content created should not be obscene or violate the prohibited use clause in any manner. Users must adhere to these guidelines to ensure a safe and respectful environment for all platform participants.

You understand that when using the Service you will be exposed to user generated content from a variety of sources and acknowledge that user generated content may be inaccurate, offensive, indecent, or objectionable. You hereby waive any legal or equitable right or remedy you may have against us with respect to user generated content.

The Service may allow Tern users to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and Tern may terminate such privileges of any User at any time and for any reason. If a user sends you an objectionable Message, please contact Tern immediately at  support@tern.travel. You are solely responsible for the content of any Message you send. You agree that Tern may monitor Messages for compliance with these Terms, and Messages should not be considered confidential or proprietary.

Third Parties

We neither offer nor control any of the travel-related services and products accessible via our Platform, including flights, accommodations, car rentals, packages, or travel insurance (the "Travel Offerings"). These Travel Offerings are owned and managed by third parties (the "Travel Suppliers"). The Travel Suppliers are responsible for the Travel Offerings, and their terms and privacy policies are applicable to your bookings, which you must understand and agree to. Additionally, the actual travel provider (such as an airline, hotel, or tour operator) has terms that apply to your travel arrangements, and you must agree to and understand those terms as well. Engaging with any Travel Supplier found or accessed through our Platform is solely at your own risk, and we assume no responsibility, and you hereby waive any legal or equitable right or remedy you may have against us for any issues that may arise with bookings or the use of Travel Offerings.

Our Platform may include links to external websites that we neither operate nor oversee ("Third-Party Sites"). We do not endorse any Third-Party Sites, nor do we make any representations or warranties regarding them. Links to Third-Party Sites on our Platform are provided solely for your convenience. By accessing any Third-Party Sites, you assume all associated risks and release us from any claims concerning the Third-Party Sites or our links to them.

Consent to Electronic Communications

By using the Service, you agree that we may communicate with you electronically regarding registration, security, privacy, and administrative issues relating to your use of the Service.

You consent to receiving our email newsletter and other marketing-related emails from us. If you wish to remove yourself from our email list for such marketing-related emails, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line.  

Special Notice for International Use

Recognizing the global nature of the Internet, you agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside. If you are using the Service from the European Union or other regions with laws governing data collection and use, then you agree to the transfer and processing of your information to and in the United States. By providing your information to us, you consent to any transfer and processing in accordance with our Privacy Policy at www.tern.travel/privacy

Prohibited Activities

• Reverse engineering: Decompiling, disassembling, reverse engineering, or otherwise attempting to discover the source code, underlying algorithms, or proprietary components of the Tern Service.

• Spamming and phishing: Engaging in spamming, phishing, or sending unsolicited messages, promotions, or advertisements through the Tern Service.

• Misrepresentation: Impersonating another user, providing false or misleading information, or otherwise misrepresenting your identity or affiliation.

• Scraping and data mining: Using automated tools, scripts, or other methods to scrape, data mine, or extract data from the Tern Service without explicit permission from Tern.

• Harassment and offensive content: Engaging in harassment, bullying, or posting offensive, defamatory, obscene, or inappropriate content.

• Malicious activity: Introducing viruses, malware, or other harmful code or using the Tern Service to engage in hacking, cyber attacks, or other malicious activities.

• Intellectual property infringement: Uploading, sharing, or distributing copyrighted, trademarked, or other protected content without the necessary rights or permissions.

• Overburdening resources: Overloading or attempting to disrupt the proper functioning of the Tern Service by placing an excessive burden on the infrastructure, servers, or network resources.

• Reselling or sublicensing: Reselling, sublicensing, or providing unauthorized access to the Tern Service to third parties without the express consent Tern.

• Violation of applicable laws: Using the Tern Service in a manner that violates any applicable local, state, national, or international laws or regulations.

• Circumventing security measures: Attempting to bypass, disable, or otherwise circumvent any security features, access controls, or limitations imposed by the Tern Service.

• Unauthorized access: It is prohibited to gain unauthorized access to the Tern Service. Tern Users are prohibited from sharing account login information for any reason, including to avoid paying for additional licenses.

• Tern makes available a “Media Import” tool for travel advisors. This tool is designed to make it easy for travel advisors to import media and generate descriptions from websites that they have permission to use. Tern Users are expressly prohibited from using this tool to import media or generate text where prohibited by the websites Terms of Service or where they do not have proper permissions to use the media in their itineraries.

These prohibited activities are meant to protect Tern Software Inc, its users, and the platform's integrity. Users found engaging in any of these activities may face account suspension or termination, as well as legal consequences.

Subscription and Payment

Access to the travel advisor features offered through the Tern Service requires a subscription which  necessitates payment before granting access to it ("Paid Subscription"). Tern Software Inc, at its sole discretion, may offer various types of Paid Subscriptions and retains the right to modify, terminate, or amend features included in any of the Paid Subscriptions at any time.

You have the option to select either a monthly or yearly subscription to the Tern Service. Upon purchasing your chosen Paid Subscription, you will gain access to any Subscription Service item or content currently available within that Paid Subscription for the duration of your selected subscription period. We may occasionally update the Tern Service features, software, and/or content provided in the Paid Subscription, and certain Subscription Services features, software, and/or content may become unavailable or be made accessible for free as a result of such updates.

Your Access and Paid Subscription commences as soon as your initial payment for Subscription Services is processed (unless you modify the type of your Paid Subscription). Tern Software Inc may, at its sole discretion, offer you a 14-day free trial period to fully explore and access the Tern Service, after which a recurring payment will begin, based on your chosen Subscription Services preferences (either a monthly or yearly charge). The free trial period can be activated only once per Tern Software Inc account, regardless of the specific Paid Subscription you have selected or previously used.

Your Paid Subscription will automatically renew each month or year, depending on the term you have chosen, without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every month or year until you cancel. We will automatically charge you the then-current rate for your Paid Subscription and any applicable taxes (such as, but not limited to, sales taxes, VAT, or GST if the Paid Subscription fee does not include it), every month or year upon renewal until you cancel.

We may alter the rate of the Paid Subscription, and we will inform you of any relevant rate changes with the option to cancel. In accordance with applicable law, you accept the new price by continuing to use the Subscription Services after the price change takes effect. If the applicable sales tax, VAT, GST rate, or any other tax or duty changes during the term of your Paid Subscription, we will adjust the tax-inclusive price for the Paid Subscription accordingly on your next billing date.

You can cancel your Paid Subscription at any time; however, there are no refunds for cancellation, and you acknowledge and agree that you will receive no refund or exchange for any unused time of Subscription Services based on your chosen preferences (either a monthly or yearly Paid Subscription, regardless of the type of Paid Subscription or any changes to it).

To cancel your subscription you should contact support@tern.travel.

Payment Terms

Subscription fees are due monthly and must be paid in advance in accordance with the terms showed to you at tern.travel or your order form. Failure to make timely payments may result in the suspension or termination of the travel advisor's access to the platform. Payment may be made online using Tern’s payment gateway provided by Stripe.

Intellectual Property

The Service, including any content, modifications, and updates, and all intellectual property rights therein (collectively, “Tern IP”), is owned by Tern and its licensors. No ownership rights in the Tern IP are transferred to you by these terms. You do not have any rights in or to the Tern IP except for the limited express rights granted in these Terms.

You acknowledge that Tern has acquired, and is the owner of, common law or registered trademark rights in the name and word mark "TERN" and in the other marks and design marks displayed on the Service. You acknowledge that these names and marks are famous and internationally known. You will not challenge the validity of, or Tern’s ownership of, the foregoing names or marks, and you waive any rights you may have to do so. You may not use our names or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing names and marks by you will inure exclusively to Tern’s benefit.

If you give Tern feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign to Tern all right, title, and interest in and to the Feedback, and Tern is free to use the Feedback without payment, attribution, or restriction.

Term and Termination

The term of these Terms of Service will commence on the date on which you first access or use the Service and will continue as long as you continue until terminated.

If you breach (or if Tern suspects you have breached) these Terms of Service, Tern may, in its sole discretion, terminate these Terms of Service and your user account and/or limit, suspend, or terminate your access to the Service, with or without notice. You may terminate these Terms of Service by contacting us at support@tern.travel

Upon termination of these Terms of Service, you remain obligated to pay any outstanding fees relating to your use of the Service that were incurred prior to termination. The following Sections of these Terms of Service will survive termination of these Terms: Prohibited Activities, Subscription and Payment, Payment Terms, Intellectual Property, Limitation of Liability, Indemnification, No Class Actions. Either party’s termination of these Terms of Service is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms.

Term may, without notice to you: (1) restrict, deactivate, or terminate your access to the Service (or any portion); or (2) terminate or modify the Service (or any portion). Tern will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.

Governing Law

These Terms shall be construed in accordance with the laws of the State of Delaware, without regard to any conflict of law provisions. The waiver of any provisions of these Terms shall not be considered a waiver of any other provision of our right to require observance of each of the terms outlined herein. If any of the provisions in these Terms are found to be unenforceable or invalid for any reason, that provision shall be severed, and all other provisions shall remain in full force and effect.

Limitation of Liability; Waiver

Under no circumstances will Tern be liable to you for any loss or damages of any kind (including, without limitation, for any indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (a) the service; (b) Tern content; (c) user content; (d) your use of, inability to use, or the performance of the service; (e) any action taken in connection with an investigation by the Tern parties or law enforcement authorities regarding your or any other party’s use of the service; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the service’s operation; or (h) any damage to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Tern parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the service). In no event will the Tern parties be liable to you or anyone else for loss, damage or injury, including, without limitation, death or personal injury.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

TERN’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $100.

IF YOU ARE A RESIDENT OF NEW JERSEY, DISCLAIMERS AND LIMITATION OF LIABILITY TERMS ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

To the extent allowed by the applicable laws, you agree that in the event you incur any damages, losses or injuries that arise out of Tern’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any web site, service, property, product or other content owned or controlled by the Tern parties, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any web site, property, product, service, or other content owned or controlled by the Tern parties.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from all claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of or in any way connected with such disputes. You expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

By accessing the service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Tern is not responsible for the actions, content, information, or data of third parties, and you release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.

Indemnification

Unless prohibited by law, You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Tern’s request), indemnify and hold the Tern Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Service; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Tern in the defense of any claim. Tern reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Tern.

Dispute Resolution

You agree that any dispute between you and Tern arising out of or relating to these Terms of Service, the Tern Service, or any other Tern products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.

Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Tern, you agree to try to resolve the Dispute informally by contacting us at support@tern.travel. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Tern may bring a formal proceeding.

We Both Agree To Arbitrate: You and Tern agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Opt-out of Agreement to Arbitrate:  You can decline this agreement to arbitrate by contacting us at support@tern.travel  within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement.

Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Dove, Delaware, or any other location we agree to.

Arbitration Fees: The AAA rules will govern payment of all arbitration fees. Tern will pay all arbitration fees for claims less than $75,000. Tern will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate: Without first engaging in arbitration or the informal dispute resolution process described above, either you or Tern (1) may assert claims, if they qualify, in small claims court in Dover, Delaware, or any United States county where you live or work and seek an amount up to the jurisdictional limit for individuals in such small claims court (notwithstanding any limitation on such damages set forth herein), or (2) may bring a lawsuit solely for injunctive relief (including, in the case of Tern, to stop unauthorized use or abuse of the Tern products or Tern Service), or for infringement or material breach of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights).

No Class Actions: You may only resolve Disputes with Tern on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action (other than actions under the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq., which are not covered by this section). Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed under our agreement.

Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Tern agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Kent County, Delaware. Both you and Tern consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Tern products or Tern Service must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

Copyright

Tern Software Inc respects the intellectual property rights of others and is committed to complying with the Digital Millennium Copyright Act of 1998 (the "DMCA"). If you believe that your work has been improperly copied and made available on the Tern platform, please provide us with the following information to initiate the complaint process under U.S. copyright law:

1. Your name, address, telephone number, email address, and an electronic or physical signature of the copyright owner or the person authorized to act on their behalf;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where on the Tern Software Inc platform the material that you claim is infringing is located;
4. A written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

To be legally sufficient, your infringement notice must comply with these requirements. Please send copyright infringement complaints to the following email address: privacy@tern.travel.

NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Contacting Tern Software Inc

If you have any questions about these Terms please contact us at either:

Tern Software Inc

Attn: Privacy Team

1111B S Governors Ave #6194

Dover, DE 19904

Or via email at privacy@tern.travel.

Emily Jermy

Jermy Travel

emily@tern.travel

9253059720

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