This End User License Agreement (this “Agreement”) is a binding agreement between you (“User”) and Trip Hub LLC (“Company”). This Agreement governs User’s User use of the cloud-accessed software program that TripHub anticipates offering on a commercial basis to individuals to facilitate individuals’ planning, enjoying and sharing various aspects of vacations and other trips (such software program and all related documentation that Company makes available is defined as “TripHub®”). Subject to the terms and conditions of this Agreement, User may download TripHub onto User’s mobile device. TripHub is licensed by Company and not sold.
BY DOWNLOADING, INSTALLING AND USING TRIPHUB, USER (A) ACKNOWLEDGES THAT USER HAS READ AND DOES UNDERSTAND THIS AGREEMENT; (B) REPRESENTS THAT USER IS 18 YEARS OF AGE OR OLDER; (C) ACCEPTS THIS AGREEMENT; AND (D) EXPRESSLY AGREES THAT USER IS LEGALLY BOUND BY ALL OF THIS AGREEMENT’S TERMS. IF USER DOES NOT AGREE TO THESE TERMS, USER MUST NOT DOWNLOAD, INSTALL OR USE TRIPHUB AND MUST DELETE IT FROM USER’S MOBILE DEVICE.
1.1. User wishes to perform an evaluation analysis (the “Test”) of TripHub on the terms and conditions set out in this Agreement, and Company has made TripHub available to User for downloading. This Agreement commences when User downloads and installs TripHub onto User’s personal mobile device. User shall use TripHub solely for User’s individual and personal use on a trial basis, meaning that User shall not use TripHub in any commercial or revenue generating context. User may terminate User’s use of TripHub at any time by de-installing TripHub and all copies of TripHub from User’s mobile device. Company may terminate the Test and User’s use of TripHub at any time by notifying User of such termination, and in such case, User shall promptly de-install and cease using TripHub.
1.2. User shall, as reasonably requested by Company through messages sent to User, provide feedback to Company by responding to Company’s evaluation questions embedded in or accompanying the messages. User shall as well communicate with Company with respect to User’s ideas for potential new features, functionality, comments, suggestions or the like (all such feedback, including all related ideas, know-how, concepts, techniques and other intellectual property contained in any such feedback is defined as “Feedback”) Except for providing Feedback to Company, User shall not publish any evaluation or disclose to any third party the results of User’s use of TripHub without Company’s prior written consent.
1.3. User hereby disclaims any right, title or interest in, and Company shall be the owner of, all Feedback provided by User to Company. Company shall be free to use all such Feedback without any attribution or compensation to any person.
Subject to User’s compliance with the terms and conditions of this Agreement and in consideration of Company allowing User to download TripHub, Company grants User a non-exclusive, nontransferable limited license to download and operate TripHub solely on User’s personal mobile device for personal, non-commercial use.. User shall not: translate, lend, rent, lease or sublicense TripHub; publish any result or any benchmark of TripHub; decompile, reverse engineer, disassemble, or seek to reconstruct, create any derivate work, or discover any humanly readable form of TripHub’ s source code; in any way, copy, reproduce, disclose, distribute or transfer any aspect of TripHub; or remove, delete, alter or obscure any trademark or copyright, trademark, patent or other intellectual property or proprietary rights notice from or on TripHub, except as clearly permitted in writing by Company.
Except for those rights to use expressly granted to User by this Agreement, Company retains and shall own all rights, title and interests in and to all, and User shall have no right, title or interest in or to, and nothing in this Agreement grants to User or any third party, by implication, waiver, estoppel, or otherwise, any aspect of TripHub, Feedback or any of the intellectual property rights in or related to TripHub and Feedback. User shall not allow any alteration, corruption or unauthorized use of TripHub. Company reserves all rights not expressly granted to User by this Agreement.
User acknowledges that when User downloads, installs or uses TripHub, Company may use automatic means, to collect information about User’s mobile device and about User’s use of TripHub. User also may be required by TripHub to provide certain information about the User as a condition to downloading, installing, or using TripHub or certain of its features or functionality, and TripHub may provide User with opportunities to share information about User with others who may or may not also have downloaded and are using TripHub. All information Company collects through or in connection with TripHub is subject to Company’s privacy policy (Privacy Policy) which is located in the legal section in the app, and which are incorporated into this Agreement by this reference. By downloading, installing, using and providing information to or through TripHub, User consents to all actions taken by Company with respect to User’s information pursuant to the Privacy Policy.
Company is based in the State of California in the United States, and access to and use of TripHub User acknowledges that: (i) User may not be able to access all or some of TripHub’ s features outside of the United States; and (ii) access to TripHub may not be legal by certain persons or in certain countries. If User accesses TripHub from outside the United States, User is responsible for compliance with all applicable laws.
Company may from time to time in its sole discretion develop and provide TripHub updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete, in their entirety, certain features and functionality previously available to User. Company has no obligation to provide any Update or to continue to provide or enable any particular features or functionality. When User’s mobile device is connected to the internet, TripHub will automatically download and install all available Updates, or User will receive notices or prompts to download and install available Updates, depending on User’s mobile device settings. Unless User promptly downloads and install all Updates, TripHub or portions of it may not operate properly. All Updates are to be deemed part of TripHub and be subject to all terms and conditions of this Agreement.
TripHub may display, include, or make available third-party content, including data, information, applications, and other products, services, and/or materials, or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). User acknowledges that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to User or any other person or entity for any Third-Party Materials. TripHub provides Third-Party Materials and links thereto solely as a convenience to User, and User’s access and use of them entirely is at User’s own risk and subject to such third parties’ terms and conditions.
User acknowledges that TripHub contains and consists of proprietary and trade secret information of Company and that Company may disclose to User certain other proprietary and confidential information relating to Company or TripHub (all such information being “Confidential Information”). Confidential Information includes (a) all information disclosed by Company to User in writing, orally or by inspection of tangible objects or device screens, that has or could have commercial value or utility and may include, without limitation, business plans and documents, descriptions of business opportunities, customer and User prospects and data, designs, drawings, financial data, forecasts, formulae, know how, ideas, inventions, processes, products, plans for products and projects, research, specifications, software, source code and trade secrets; (b) all information designated or in any way marked as being confidential or proprietary or that a reasonable person would consider to be confidential; and (c) all Feedback. User shall, until such information is no longer Confidential Information, keep all Confidential Information confidential, not use any Confidential Information other than as expressly permitted by this Agreement and in all cases use no less than the same degree of care that User uses with User’s own information that User considers or designates as confidential and at least a reasonable degree of care. User’s obligations under this section do not apply to information that: (i) is or becomes publicly known through no act or omission of User; (ii) is acquired separately by User without any obligation of confidentiality to Company or any third party; (iii) is independently developed by User without access to Company’s confidential information or (iv) that Company itself discloses or allows in writing to be disclosed.
USER SHALL BE FULLY RESPONSIBLE FOR ALL LOSS AND DAMAGE ARISING IN ANY WAY FROM ITS USE OF TRIPHUB. BY THIS AGREEMENT, COMPANY PROVIDES TRIPHUB ONLY ON A TRIAL BASIS, FOR TESTING AND FOR EVALUATION PURPOSES, AND ACCORDINGLY, COMPANY MAKES NO WARRANTY OF ANY KIND WHATSOEVER TO USER. THE PARTIES EXPRESSLY EXCLUDE ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO TRIPHUB, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ALSO SPECIFICALLY EXCLUDE ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THIRD PARTY RIGHTS. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT TRIPHUB WILL MEET USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATION, SYSTEM OR SERVICE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARD, BE ERROR-FREE, OR THAT ANY ERROR OR DEFECT CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO USER.
IN NO EVENT SHALL COMPANY OR ANY OF ITS EMPLOYEES, DIRECTORS OR SUPPLIERS BE LIABLE TO USER IN CONNECTION WITH THIS AGREEMENT OR TRIPHUB FOR ANY DAMAGES OR ANY NATURE, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY PERSONAL INJURY, OR LOSS OF USE OF SERVICES OR GOODS, WHETHER OR NOT BASED ON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORTS, STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, EVEN IF USER HAS ADVISED COMPANY OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL COMPANY BE LIABLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCT, SOFTWARE OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO USER.
User agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating in any way to User’s use or misuse of TripHub or User’s breach of this Agreement, including but not limited to the content User submits or makes available through TripHub.
TripHub may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release TripHub to, or make TripHub accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting, re-exporting, releasing, or otherwise making TripHub available outside the US.
California Law, excluding any provision that would direct the application of another jurisdiction’s laws, governs this Agreement. The parties submit exclusively to the jurisdiction of the federal and state courts in San José, California, USA. User may not transfer TripHub, this Agreement or any right or obligation under this Agreement, whether by operation of law or otherwise, without Company’s prior written consent, and any attempted transfer in violation of this prohibition shall be void. Company may modify or amend the terms of this Agreement, including any provision in the Privacy Policy, from time to time without notice. No modification of this Agreement is binding on Company unless contained in a writing signed by a representative of Company. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. This Agreement and the Privacy Policy constitute the entire agreement between User and Company with respect to TripHub and supersede all prior or contemporaneous understandings, communications and agreements, whether written or oral with respect to TripHub. All obligations of User and all rights of Company set out in this Agreement and all terms which by their nature would typically survive the termination of an agreement such as this Agreement, shall survive the termination of this Agreement.