By accessing and using Travello.com services as a Merchant you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms"). If the law or our functionality changes and affects the services we are able to offer you through your Merchant Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly.
Section 1: Definitions
1.1 Definitions. (a) "Deal" is a request you submit to Travello.com to create an Offer for inclusion in a Program. (b) "voucher" means the paper voucher or electronic certificate that evidences a customer's purchase of an Offer.
Section 2: Authority
2.1 You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind your entity, please ensure that only an authorized person from your organisation consents to, and accepts, these Terms.
Section 3: Account Usage
3.1 In order to use certain services, you are required to be registered with a special account on the Travello.com Site (your "Merchant Account"). Your Merchant Account will facilitate your use of various Travello.com services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with us. You are responsible for maintaining the confidentiality of your Merchant Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Travello.com of any unauthorized use of your password or Merchant Account or any other breach of security related to the Travello.com' Site. Travello.com is not and will not be liable for any loss or damage arising from your failure to manage your Merchant Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorised Travello.com' personnel. In addition to the other rights set forth herein, Travello.com reserves the right to refuse service and/or access to the Backpacker Site to you or any other merchant at any time without notice for any reason.
Section 4: Creation of Offers
4.1 By participating in a Program, you shall define the conditions of, and may supply the content and images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, a Deal through your Merchant Account. Submission of a Deal does not obligate Travello.com to accept the Deal or any of its contents nor to promote the Offer. At the point Travello.com begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an "Active Offer" during such Sales Period(s) unless Travello.com earlier terminates the Offer for any or no reason. You are responsible and liable for all Offer content and terms, and for Travello.com' or any purchaser's use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.
4.2 Promotion of Offers. Travello.com may promote the Offer using any method and through any medium that Travello.com deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Travello.com. Travello.com further reserves the right to promote the Offer through its affiliates and third party business partners.
4.3 Distribution of Vouchers. Once Travello.com has received payment from a purchaser of the amount paid, Travello.com will authorise for use, and make a voucher available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The vouchers will include any restrictions or limitations on the use of the voucher you have specified in the Deal. Purchasers, or their authorised transferees, may then redeem the Offer by presenting their Vouchers to you as printed certificates, through their mobile devices, or any other media that Travello.com has adopted for voucher redemption.
4.4 Responsibility for Offer and Vouchers. You also are responsible and liable for: (a) the decision to make your Offer available through Travello.com; (b) fulfilling your Offer with respect to all voucher holders; and (c) supplying all goods and/or services specified in the Offer.
4.5 Redemption Obligations. You shall comply with your obligations specified in these Terms. In addition, when redeeming vouchers, you shall: (a) honour the vouchers during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) honour any voucher presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on the face of the voucher or, (ii) you reasonably believe that individual obtained the voucher in an unauthorized or illegal manner, in which case you shall immediately contact Travello.com and explain the circumstances; and (d) comply with the terms and conditions stated on the voucher without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the voucher. You shall specify all generally applicable policies, restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to your Offer ("Fine Print"). Travello.com shall have no liability for the nature of your Fine Print or your failure to specify appropriate Fine Print.
Section 5: Expiration & Redemption and Payment
5.1 You shall allow voucher holders to redeem any valid vouchers for the Full Offer Value until the promotion's stated date and time of expiration. If you fail to honour the voucher for any reason outside of our customer terms and conditions or your Fine Print, Travello.com will provide a refund to paid to the purchasers of vouchers. If the customer cancels the voucher before the expiration date you will receive 50 percent of the amount paid for the voucher credited to your account. If the customer does not cancel or use the voucher you will receive 50 percent of the amount of the voucher credited to your account. Upon the redemption of the voucher relating to your Deal the voucher price less Travello.com commission will be credited to your account. With payments of aggregate amounts paid weekly.
Section 6: Third Parties
6.1 You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a "Third Party Merchant"). If you subcontract or delegate to Third Party Merchants with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.
Section 7: Content
7.1 You hereby grant Travello.com a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute and display any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Travello.com used to compile your Offer ("your Content") in any and all media or formats in connection with Travello.com fulfilment of its rights and obligations under these Terms, including the promotion of Offers and distribution of vouchers.
7.2 Travello.com may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a Merchant.
Section 8: Terms
8.1 These Terms are effective on the earlier of the date on which you first access your Merchant Account, accept the Merchant Account Terms, or submit a Deal. These Terms will remain in effect through the expiration of all vouchers' amount paid or such earlier date as all vouchers are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.
8.2 Travello.com may terminate these Terms and suspend your access to the Merchant Account with one (1) day advance emailed notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Offer made by you through Travello.com programs and services; (b) you fail to redeem or cause the redemption of any voucher to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these Terms or any other agreement you have with Travello.com, or (d) or otherwise misuse, repeatedly abuse Program guidelines or Travello.com standards that have been communicated to you in advance.
8.3 Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid voucher, Travello.com' obligation to pay you for validly redeemed vouchers, or modify or eliminate your obligation to redeem any valid voucher pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.
Section 9: Representations
9.1 Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.
9.2 You represent and warrant to Travello.com that: (a) your Content, your representations about your business, and your redemption process for vouchers, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein; (d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.
Section 10: Authorisation
10.1 You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if Travello.com has accepted a particular Deal for your Offer, Travello.com shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify Travello.com if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the Travello.com services.
10.2 Regulatory Documents. You hereby represent and warrant that you have all obtained all governmental licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer.
Section 11: Confidentiality
11.1 Confidential Information. Each Party agrees that (i) the terms set forth in a Merchant Account are confidential, (ii) any information designated by the other Party as "confidential," and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed "Confidential Information." Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party's obligations or violation of Laws; or (d) is independently developed by the receiving Party.
11.2 Obligation. Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party's Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.
Section 12: Intellectual Property
12.1 Travello.com IP. You acknowledge that Backpacker owns all right, title, and interest, including all intellectual property rights, in the Travello.com Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Travello.com to develop, promote, market, sell, generate, or distribute Offers and vouchers and otherwise perform under these Terms (collectively the "Travello.com IP"). With respect to any Offer, you may use Backpacker Deal's name, trademarks, and logos solely to publicise to your customers and potential customers the fact that you are featuring that Offer through a particular Program. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any Travello.com IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Travello.com IP without the express written consent of Backpacker . You shall not translate, reverse engineer, decompile or disassemble the Travello.com IP.
Section 13: Customer Data
13.1 You acknowledge that Travello.com owns all data collected by, or on behalf of, Travello.com pursuant to these Terms, including all information and data of individuals who may or do purchase vouchers ("Customer Data"). Subject to applicable Laws and in accordance with Travello.com' policies and procedures, Travello.com shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem and/or verify the validity of the vouchers, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the voucher, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by Travello.com, you may not use Customer Data for any purpose other than to redeem the vouchers and service the Offer.
14. Indemnity and liability
14.1 The Merchant agrees to indemnify Travello.com, its officers and employees against any claim or demand made by any third party (including Buyers) due to or arising out of the Merchant's use of the Travello.com' Service, and/or offering and fulfilment of any Deals.
14.2 Except as expressly provided in this agreement all representations or warranties by Travello.com (statutory, express or implied), except any which may not lawfully be excluded, are expressly excluded, including without prejudice to the generality of the foregoing, any implied warranties of merchantability and fitness for a particular purpose.
14.3 Severability. If any portion of these Terms is deemed to be invalid, illegal or unenforceable the remaining provisions shall remain in full force and effect
14.4 Dispute Resolution. here any dispute arises between you and another user of the Website (including any Customer) you agree in good faith to use best endeavours to attempt to resolve the dispute amicably through negotiation or other informal means before pursuing any further formal action. You acknowledge that we will not be a party to any such dispute
14.5 Waivers. One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition
14.6 Assignment. You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Travello.com' prior written consent, and any attempt to do so shall be void and unenforceable