TRAVEL TRANZ SUBSCRIPTION AGREEMENT

The Travel Tranz Subscription Agreement (“Agreement”) is entered into on the Effective Date between Client and Travel Tranz. Inc., 7815 Clover Creek Ct, Raleigh, NC 27613 (“Travel Tranz”). This Agreement includes all terms set forth herein and any terms stated within the Checkout Screen (defined below) that incorporates this Agreement and is attached.

PLEASE BE AWARE THAT THERE ARE CLASS ACTION AND ARBITRATION PROVISIONS WITHIN THIS AGREEMENT.

By purchasing a Subscription (defined below), using the Travel Tranz SAAS (defined below), or clicking “Agree”, Client agrees to be bound by this Agreement. Travel Tranz may make modifications of this Agreement from time to time and may notify Client where it makes such modifications.

1. Definitions.
Capitalized terms in the Agreement are as follows:

“Client” means the client as identified within the Checkout Screen.

“Client Data” means any and all Client data, content, notes, information, or other materials inputted, interfacing, or used within the Travel Tranz SAAS.

“Documentation” means the content and materials describing the operation of the Travel Tranz SAAS and any associated features that are made available to Client via Travel Tranz’s website, which may be updated from time to time.

“Fees” any fees or expenses as set forth within the Checkout Screen.

“Intellectual Property Rights” means any patent, patent application, copyright, moral right, trade name, trademark, trade secret, and any applications or right to apply for registration therefor, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, whether registered or unregistered that are owned by a Party.

“Travel Tranz SAAS” means the Travel Tranz branded software as a service known as Manage Rides, accessible at www.managerides.com or otherwise as identified used to assist Client in managing its transportation business and any associated Documentation (defined below), data, code, and other materials made available by Travel Tranz as generally described on the Manage Rides website. The Travel Tranz SAAS does not include any software development services or professional services.

“Party” and/or “Parties” mean Travel Tranz or Client in the singular, and Travel Tranz and Client in the plural.

“Subscription” means Client’s subscription plan to access the Travel Tranz SAAS which is more fully described in the Checkout Screen.

“Checkout Screen” means the electronic check out screen which sets forth Client’s subscription details, conditions, or additional terms for Clients subscription to the Travel Tranz SAAS.

“Support” means any support services offered to Client for Travel Tranz SAAS subject to this Agreement.

“Third Party Software” means software that is owned and controlled by a third party that may be required as a separate purchase, prior to Client accessing the Travel Tranz SAAS.

2. Travel Tranz SAAS Subscription.

2.1 Travel Tranz SAAS Subscription Travel Tranz provides the Travel Tranz SAAS as a subscription and the subscription is ordered through the Checkout Screen. Subject to the terms and conditions of this Agreement and the Checkout Screen and upon timely payment of any Subscription Fees (defined below), Travel Tranz shall make available the Travel Tranz SAAS to Client in accordance with this Agreement. Where any portions of the Travel Tranz SAAS are downloaded, Travel Tranz grants Client a worldwide, non-exclusive, non-transferable, non-sublicensable, non-assignable, terminable, limited license to use the Travel Tranz SAAS for the duration of the Subscription. Where the Travel Tranz SAAS is remotely accessed, Travel Tranz grants to Client a worldwide non-exclusive, non-transferable, non-assignable, non-sublicensable, limited right to access and use the Travel Tranz SAAS. Client’s use of the Travel Tranz SAAS may only be for its own internal commercial purposes. During Client’s Subscription, Travel Tranz may make updates, modifications, alterations, changes, or removals to the Travel Tranz SAAS and may update the functionality, user interface, usability, Documentation associated, other documentation, training and educational information of, and relating to the Travel Tranz SAAS from time to time in its sole discretion and in accordance with this Agreement. Nothing in this Agreement obligates Travel Tranz to offer any previously offered functionality within any updated version of the Travel Tranz SAAS. In the event Client’s use of the Travel Tranz SAAS for processing Client Data exceeds Travel Tranz SAAS processing limits as further described in the Documentation or Travel Tranz’s internal policies, Travel Tranz reserves the right to charge the Client for such increased data volume capacity and shall provide Client notice of such charges in writing.

2.2 Third Party Software The Travel Tranz SAAS does not include, and Travel Tranz does not warrant, software obtained from any source other than Travel Tranz including any Third Party Software, code, data, or other materials provided by Client or a third party. The use of the Third Party Software is subject to any agreements, terms, conditions, or licenses that are solely entered in by and between Client and the Third Party Software provider. Additionally, Client agrees that: (a) it shall abide by all Third Party Software agreements when using the Travel Tranz SAAS; (b) Client’s use of the Travel Tranz SAAS shall not interfere with the Third Party Software; (c) all agreements between Client and the Third Party Software provider are solely between Client and the Third Party Software provider and Travel Tranz is not a party to any such agreements; and (d) Client shall indemnify Travel Tranz for any claims against Travel Tranz by the Third Party Software provider caused by Client’s use of the Travel Tranz SAAS in conjunction with the Third Party Software.

2.3 Client Requirements Client shall be exclusively responsible for supervision, management and control of its use of the Travel Tranz SAAS, including without limitation; (a) assuring proper machine configurations, audit controls and operating methods; (b) creating, modifying, entering or reentering Client Data; (c) monitoring and maintaining proper access controls and security for its authorized users; (d) ensuring that all authorized users abide by this Agreement, any Checkout Screen instructions, or other guidelines or instructions issued by Travel Tranz; (e) complying with all reasonable instructions from Travel Tranz regarding the Travel Tranz SAAS; and (f) restricting access to any third parties that are not authorized to access the Travel Tranz SAAS under this Agreement. The subscription is only permitted for Clients that provide travel and transportation services, organizations that aggregate, act as any agency, or otherwise assist third party companies in facilitating transportation services are strictly prohibited from purchasing a subscription or accessing the Travel Tranz SAAS. Each Client and each of Client’s Authorized Users must also enter into the Travel Tranz User Agreement (“User Agreement”), where applicable, that governs Client’s use of the Travel Tranz SAAS.

2.4 Subscription Change Where Client wishes to change the scope of its Subscription, Client may use its account dashboard to make changes as permitted by Travel Tranz. Otherwise, the Parties may be required to execute an amendment to this Agreement as required by Travel Tranz. Travel Tranz has no obligation to permit any subscription changes requested by Client. Where Client wishes to make a subscription change, Travel Tranz shall have no obligation to offer any Subscription to the Travel Tranz SAAS at any pricing previously offered to Client.

2.5 Authorized Users Client shall be responsible for and solely liable for any authorized user’s use of the Travel Tranz SAAS, however permitted by Client. Each user associated with the Client that has access to the Travel Tranz SAAS shall be referred to as an “Authorized User”, whether such use is permitted or unpermitted. Client shall ensure that each Authorized User abides by all obligations of this Agreement and where applicable shall ensure such Authorized User enters into the Travel Tranz User Agreement and Terms of Use (“User Agreement”), where applicable and abides by all terms of that User Agreement. Client is responsible for ensuring that all Authorized Users maintain the confidentiality and security of the Authorized User’s account. Client is solely liable for all activities of its Authorized Users. Any references to Client in this Agreement include Client’s Authorized Users. Travel Tranz reserves the right to reject or suspend any Authorized Users at Travel Tranz’s discretion.

2.6 Relationship with Authorized Users Please be aware that Client is solely responsible for any interactions with any Authorized Users through the Travel Tranz SAAS. THE CLIENT AGREES TO HOLD TRAVEL TRANZ FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF CLIENT’S ACCESS TO OR INTERACTIONS WITH ANY OF ITS AUTHORIZED USERS. TRAVEL TRANZ IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY AUTHORIZED USER, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY OTHER PARTY ENCOUNTERED ON THE PLATFORM INCLUDING ANY AUTHORIZED USER. Client is solely responsible to any Authorized User for any opinions, advice, or information communicated through the Travel Tranz SAAS.  Any agreements entered into between Client and any party (including any Authorized User) are solely between the parties and Travel Tranz is not a party to such agreements.  Client shall indemnify and hold harmless Travel Tranz from any claims related to any Authorized Users in accordance with this Agreement.  Please be aware that any agreements entered into between an Authorized User and any Client may not abridge any contractual rights of Travel Tranz as set forth within this Agreement. Client is solely responsible for resolving any issues with any Authorized Users that it encounters on the Platform including but not limited to issuing any refunds, credits, or other re-payment where applicable and Travel Tranz cannot assist Clients in resolving any issues with an Authorized User. Client agrees that it shall clearly post all refund, payment, and other policies (collectively “Client Policies”) related to any services that it is offering through the Travel Tranz SAAS to any Authorized Users and shall abide by all such Client Policies when using the Travel Tranz SAAS.

2.7 Payment Integration The Travel Tranz SAAS may permit integration with Third Party Software that accepts and processes payments on behalf of Client. Client shall verify and solely be responsible for ensuring that any payment processing with any Third Party Software is properly configured. Travel Tranz cannot assist Client with any payment related issues including but not limited to account freezes, holds, chargebacks, or loss of payment processing functionality. Any payment issues must be resolved solely with such Third Party Software provider and Travel Tranz is not a party to any such agreement.

3. Payment and Pricing.

3.1. Fees Client shall pay all Fees as specified in any Checkout Screen, all Subscription Fees are pre-paid. Any Fees shall be invoiced to Client from time to time. Where the due date is not otherwise specified in the Checkout Screen, all Fees are due upon issuance. CLIENT AGREES THAT ALL FEES MAY BE CHARGED ON A RECURRING BASIS UNTIL CLIENT TERMINATES ITS SUBSCRIPTION, CLIENT AUTHORIZES TRAVEL TRANZ TO CHARGE CLIENT ON AN AUTOMATICALLY RECURRING BASIS AND AGREES THAT NO FURTHER CLIENT AUTHORIZATION IS REQUIRED TO CHARGE ITS PAYMENT METHOD STORED ON THE TRAVEL TRANZ SAAS. All Fees are non-refundable. Unless otherwise specified, all Fees are in U.S. dollars. Client shall pay the Fees to Travel Tranz in a method agreed upon between the Parties or as set forth within the Checkout Screen. Failure by Client to pay any Fees in a timely manner may result in the immediate termination or suspension of Client’s access to the Travel Tranz SAAS.

3.2 Taxes Client is responsible for any duties, customs fees, or taxes (other than Travel Tranz’s income tax) associated with the purchase of the Travel Tranz SAAS provided by Travel Tranz, (including any related penalties or interest) (“Taxes”), and shall pay the listed Fees without deduction for Taxes.

3.3. Prior to any Term (defined below) renewal as set forth within a Checkout Screen, Travel Tranz may provide Client written notice that the Fees paid for the Travel Tranz SAAS may increase prior to the commencement of the new term. Where Travel Tranz provides such a notice of a Fee increase, Client may provide thirty (30) days written notice to terminate this Agreement prior to the commencement of the new term. Where Client does not provide written notice of termination such Fee increase shall be deemed accepted by Client at the commencement of the new Term.

3.4 Delinquencies Any late payments by Client may accrue interest charges (such charges, “Interest Charges”) in accordance with Travel Tranz’s billing practices. Client shall pay to Travel Tranz any Interest Charges as invoiced by Travel Tranz. Where Client fails to timely pay any invoices, Travel Tranz may at its discretion suspend its provision of Travel Tranz SAAS to Client until such invoice is paid. In addition, Client will be responsible for any costs resulting from collections of any undisputed, overdue balance, including, without limitation, reasonable attorneys’ fees and court costs.

3.5 Additional Headcount The Subscription may be offered on a per head basis. Where the Subscription is offered on a per head basis, Client may increase the number of licenses purchased at any time by providing notice to Travel Tranz. Any Fees related to an increase in licenses shall be prorated for the Term.

3.6 Refunds and Free Trials Any refund requests shall be granted at the sole discretion of Travel Tranz. Travel Tranz may offer free trials of the Travel Tranz SAAS, at its discretion, nothing within this Agreement obligates Travel Tranz to offer any free trials and Travel Tranz may discontinue its free trial offerings at any time. After the lapse of Client’s free trial Client agrees that Travel Tranz may charge Client’s payment method on file for any Fees owed to access the Travel Tranz SAAS and Client agrees that no additional payment authorization is required.

4. Restrictions and Suspension.

4.1. Where applicable, all rights in the Travel Tranz SAAS not expressly granted under this Agreement are reserved to Travel Tranz or its licensors. Without limiting the foregoing, Client shall not, and shall not permit others under its control to (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Travel Tranz SAAS or any component thereof; (b) assign, sublicense, transfer, lease, rent or otherwise distribute or make available the Travel Tranz SAAS to any third party; (c) use the Travel Tranz SAAS in a manner contrary to the instructions of Travel Tranz or any Documentation provided; or (d) use the Travel Tranz SAAS to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service.

4.2. Travel Tranz may suspend Client’s access to, or use of, the Travel Tranz SAAS, if in Travel Tranz’s discretion it believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Travel Tranz SAAS or any related content, code, or data (b) Client is accessing or using the Travel Tranz SAAS to commit an illegal act; or (c) there is a violation of any agreements between the Parties. When reasonably practicable and lawfully permitted, Travel Tranz will provide Client with advance notice of any such suspension. Travel Tranz will use reasonable efforts to re-establish the Travel Tranz SAAS promptly after Travel Tranz determines that the issue causing the suspension has been resolved. Any suspension under this section shall not excuse Client from Client’s obligation to make payments under this Agreement.

5. Proprietary Rights and Client Data.

5.1. Travel Tranz’s Proprietary Rights The Travel Tranz SAAS is sold as a subscription and purchasing such subscription does not give Client any ownership rights to any Travel Tranz Software. Travel Tranz retains all right, title and interest in and to all the Travel Tranz SAAS, along with all general techniques, methods, processes, routines, documentation, tools, concepts, inventions, patterns, algorithms, techniques and know-how developed previous to or during the Subscription term. Further, Client acknowledges that the structure, organization, and code of the Travel Tranz SAAS and all software components thereof are proprietary to Travel Tranz and/or Travel Tranz's licensors and that Travel Tranz and/or its licensors retains exclusive ownership of the Travel Tranz SAAS, Documentation, trademarks, and any and all other Intellectual Property Rights relating to the Travel Tranz SAAS, including all modifications, derivatives, and other software and materials developed hereunder by Travel Tranz, and all copies thereof. Client shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Travel Tranz SAAS, including but not limited to any modifications, derivatives, compiled reports, Documentation, and other software and materials developed by Travel Tranz. Client shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Travel Tranz SAAS or any portions of the Travel Tranz SAAS including any modifications, enhancements, derivatives, and other software and materials developed hereunder by Travel Tranz to others in violation of this Agreement. Client agrees to make all necessary and reasonable efforts to comply with the above provisions in a manner which Client takes to secure and protect its own intellectual property. All rights not expressly granted are reserved for Travel Tranz.

5.2. Trademarks “Travel Tranz, Inc.”, “Travel Tranz”, and any other trademarks and service marks adopted by Travel Tranz to identify the Travel Tranz SAAS and other Travel Tranz products and services belong solely to Travel Tranz. Client has no rights in such marks except as specified in writing between the Parties. Client may not publicly display the Travel Tranz logo, its marks without express written consent from Travel Tranz.

5.3. Feedback If Client provides Travel Tranz any suggestions or feedback regarding the Travel Tranz SAAS (“Client Feedback”), then Travel Tranz may use the Client Feedback without obligation or payment to Client, and Client hereby irrevocably assigns to Travel Tranz all right, title, and interest in that Client Feedback.

5.4 Client Data Client owns all Client Data provided to Travel Tranz. Title to Client Data and any copy thereof remains with Client. Notwithstanding Client's ownership of its Client Data, Client grants to Travel Tranz a limited, royalty-free, fully paid up, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Client Data for the purposes of providing the Travel Tranz SAAS contemplated under this Agreement. Client represents and warrants: (a) it owns all title, right, and interest in the Client Data; (b) the Client Data is not currently the subject of in any litigation with any third parties, (c) the Client Data does not infringe on the intellectual property rights of any other party; and (d) that all Client Data is compliant with all laws and regulations of Client and Travel Tranz’s jurisdictions. During Client’s use of the Travel Tranz SAAS, Client shall not upload any Client Data that is in violation of any United States’ state or federal laws. In addition, Client grants Travel Tranz the right to use such Client Data to help diagnose problems with Travel Tranz SAAS, provide Client support, and to develop, enhance, or improve the Travel Tranz SAAS. Travel Tranz is not responsible for lost or destroyed Client Data, which loss or destruction shall be at Client's sole risk. Any Client Data shall be subject to the Travel Tranz Privacy Policy and Cookie Policy. All Client Data shall be subject to any relevant user content provisions (including all licenses) as set forth within the User Agreement, where applicable.

6. Term and Termination.

6.1. Agreement Term This Agreement will begin on the Effective Date and continue as set forth within the Checkout Screen and renew as stated. The initial term for the Subscription shall be stated at the Checkout Screen term (the “Initial Term”) and shall automatically renew for additional renewal terms (“Renewal Term(s)”) of equal length as the Initial Term (the Initial Term and Renewal Term are each collectively referred to as the “Term”). Where no Initial Term is stated, the Initial Term shall be monthly and each Renewal Term shall be monthly.

6.2. Termination for Breach. . Either Party may terminate the Agreement if the other Party breaches any material term of the Agreement and fails to cure that breach within one (1) day after receipt of written notice of such breach by the non-breaching Party.

6.3 Termination of Subscription Client may terminate the Subscription by cancelling through its user account located within the Travel Tranz SAAS. Where Client terminates its subscription during any Term, Client’s subscription shall continue through the end of such Term and Client shall be obligated to pay for any fees incurred during such Term. Travel Tranz may terminate this Agreement or Client’s Subscription for convenience by providing notice to Client through its user account or email provided.

6.4. Effect of Termination Upon expiration or termination of this Agreement: (a) the rights granted by one Party to the other will immediately cease except where such right is required to perform an obligation set forth in this Agreement; (b) all Fees pre-paid to Travel Tranz shall not be refunded and Fees accrued until termination and owed by Client are immediately due upon receipt of a final invoice from Travel Tranz; and (c) upon request, each Party will use commercially reasonable efforts to return or destroy all Confidential Information of the other Party and certify that it has done so in writing. Where Client has timely paid for all fees, Client at Travel Tranz’s discretion may be able to download and export any Client Data stored within the Travel Tranz SAAS.

7. Confidentiality.

7.1. Confidentiality Obligation. “Confidential Information” means any information disclosed by a Party about its business affairs, products and services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, designated as confidential orally or in writing by either Party, or any information that the receiving Party knows, or has reason to know, is confidential or proprietary based upon its treatment by the disclosing Party. Travel Tranz shall use industry standard security and encryption measures to handle any Client Confidential Information stored on the Travel Tranz SAAS.

7.2. Sharing Client Data. Through the Travel Tranz SAAS, Client may be able to share Confidential Information with third parties. Client is solely responsible for ensuring that any Confidential Information shared with a third party remains confidential and for any access controls related to any Confidential Information stored on the Travel Tranz SAAS. Travel Tranz shall have no liability to Client for Client or its Authorized User’s sharing of any Confidential Information or Client Data shared with any third parties.

8. Warranties.

8.1 Travel Tranz SAAS Warranty. Travel Tranz represents and warrants that the Travel Tranz SAAS will generally conform in accordance with any Documentation provided. Client’s sole and exclusive remedy, and Travel Tranz’s entire liability for breach of the limited warranty in this Section 8.1, shall be correction of the warranted non-conformity or, if Travel Tranz fails to correct the warranted non-conformity after using reasonable commercial efforts, Travel Tranz may terminate access to the non-conforming Travel Tranz SAAS and refund the fees paid by Client for the Travel Tranz SAAS for the remainder of the term (starting on the date Client reported the non-conformity). Travel Tranz represents and warrants that it shall exercise commercially reasonable efforts to keep the Travel Tranz SAAS free of all computer viruses, Trojan horses, and comparable malicious code intended to harm the Client’s systems (collectively, “Virus”) provided that Travel Tranz shall not be responsible for any such Virus that is placed on the Travel Tranz SAAS by a Client, or its Authorized Users or any third party.

8.2 Authority. Each Party warrants that it has full power and authority to enter into this Agreement.

8.3 No Lawsuits. Each Party represents and warrants that entering into this Agreement shall not, to the best of the Party’s knowledge, violate a third-party right or interest or that there is any pending lawsuit or litigation that would preclude it from entering into this Agreement.

8.4. Client acknowledges that any Client Data or reports generated, obtained or acquired through the use of the Travel Tranz SAAS is used at Client's sole risk and discretion. As Client inputs all Client Data, Travel Tranz is not liable or responsible for any results generated through Client’s use of the Travel Tranz SAAS.

8.5. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER TRAVEL TRANZ NOR ITS AFFILIATES PROVIDE ANY OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE TRAVEL TRANZ SAAS, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY, FREEDOM FROM VIRUS, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRAVEL TRANZ OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT.

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID BY CLIENT TO TRAVEL TRANZ DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM ARISES, OR TWENTY FIVE THOUSAND US DOLLARS ($25,000), WHICHEVER IS LESSER. THE LIABILITY LIMITATIONS IN THIS PARAGRAPH (AND OTHERWISE IN THE AGREEMENT) DO NOT LIMIT OR EXCLUDE DAMAGES FOR BODILY INJURY OR DEATH OR OTHER DAMAGES THAT UNDER APPLICABLE LAW CANNOT BE LIMITED OR EXCLUDED. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE FOLLOWING SECTIONS 10 (INDEMNITY) AND 3 (PAYMENT AND PRICING) AND ANY FEES OWED.

10. Indemnity.

10.1. IP Indemnity. Travel Tranz shall indemnify and hold Client, its directors, officers, or employees, harmless from and against relating to or arising out of any third-party claim alleging that the Travel Tranz SAAS infringes or misappropriates any patent, copyright, or trade secret of a third party, and Travel Tranz shall pay all damages finally awarded or costs of settlement of the claim provided that Client: (1) provides Travel Tranz prompt written notice of any claim; (2) gives Travel Tranz sole control of the defense and settlement of the claim; and (3) provides all reasonable assistance in connection with the claim. If Client’s rights to use the Travel Tranz SAAS are, or in Travel Tranz’s opinion could be, enjoined due to an indemnified claim, then Travel Tranz may, at its sole discretion and expense: (a) procure for Client the right to continue using the Travel Tranz SAAS according to the terms of this Agreement, (b) modify the Travel Tranz SAAS such that it operates with materially equivalent functionality without infringing or misappropriation, or (c) if neither of the foregoing options is commercially reasonable, terminate the Subscription and refund any Fees paid for the Subscription prior to any indemnification claim in this Section 10.1.

10.2 Exclusions. The indemnity provided by Travel Tranz under this Agreement does not extend to claims arising from or relating to (a) Client’s use of any Third Party Software provided by Client; (b) modifications by Client to the Travel Tranz SAAS not provided by or approved in writing by Travel Tranz; (c) Client’s use of the Travel Tranz SAAS in combination with any data, software, or hardware not provided by Travel Tranz to the extent the alleged infringement would not have occurred without the combination; (d) Client’s use of the Travel Tranz SAAS that is outside the scope of permissible use as defined by Travel Tranz; or (e) allegedly infringing activities that continue after Travel Tranz has informed Client in writing of and made available to Client at no additional charge a version of the Travel Tranz SAAS that would have avoided the alleged infringement.

10.3. Additional Indemnity. Client will indemnify and hold Travel Tranz, its directors, managers, officers, members, employees and agents, harmless from and against all liabilities, losses, costs, damages and expenses, (including reasonable attorneys' fees and court costs), relating to or arising out of any third-party claim alleging: (a) any information or results obtained through use of the Travel Tranz SAAS by Client; (b) any claim arising from Client or its Authorized User’s use of the Travel Tranz SAAS; and (c) that the Client Data used in connection with the Travel Tranz SAAS violates, infringes or misappropriates the Intellectual Property Rights of a third party.

11. Availability and Support

11.1 Availability. The Travel Tranz SAAS shall be generally available and accessible; however, Travel Tranz cannot make any guarantees regarding any up-time or availability. From time to time the Travel Tranz SAAS may be unavailable due to regular maintenance, repair, or system updates generally and where practicable Travel Tranz shall notify Client of such unavailability.

11.2 Support Levels. During the term of this Agreement Travel Tranz shall maintain generally available support. Support requests shall be resolved by priority level at Travel Tranz’s discretion. For any support issues please contact [email protected]

12. Miscellaneous

12.1. Publicity. Client may state publicly that it is a user of the Travel Tranz SAAS, and Travel Tranz may identify Client as a user of the Travel Tranz SAAS, provided that any such statements shall conform with the trademark usage guidelines provided by one Party to the other.

12.2. Assignment. The Agreement may not be assigned by either Party by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including the Checkout Screen), without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of the assets of the business to which the Agreement relates.

12.3. Conflicting Terms. Except as otherwise set forth. this Agreement shall supersede all other agreements between the Parties including the User Agreement. Where a Checkout Screen directly and explicitly supersedes or modifies any terms within this Agreement, such language shall supersede this Agreement.

12.4. Entire Agreement. The Agreement along with any Checkout Screen, Privacy Policy, and User Agreement sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. In entering into the Agreement, neither Party has relied on, and neither Party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.

12.5. Export Controls. Client agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Client’s use of the Travel Tranz SAAS. In particular, but without limitation, the Travel Tranz SAAS may not, in violation of any laws, be exported or re-exported (1) into any U.S. embargoed country or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Client represents and warrants that Client are not located in, under the control of, or a national or resident of any such country or on any such list.

12.6. Force Majeure. Except for the timely payment of Fees, neither Party will be liable for failure or delay in its performance under the Agreement to the extent caused by circumstances beyond its reasonable control including but not limited to an act of God, war, insurrection, riot, strike or labor dispute, contagion, shortage of materials, fire, explosion, flood, government requisition or allocation, breakdown of or damage to plant, equipment or facilities, interruption or delay in transportation, internet or telecommunications outage, fuel supplies or electrical power, embargo, boycott, order or act of civil or military authority, legislation, regulation or administrative rules, or any inability to obtain or maintain any governmental permit or approval.

12.7. Governing Law, Arbitration, and Class Action. This Agreement shall be governed by the laws in force in the state of North Carolina. The offer and acceptance of this contract is deemed to have occurred in the state of North Carolina. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded. Any dispute relating in any way to Client’s use of the Travel Tranz SAAS (including any Authorized User’s use) shall be submitted to confidential arbitration in Raleigh, North Carolina. Any and all disputes arising out of or relating to this Agreement or usage of the Travel Tranz SAAS, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one arbitrator in accordance with the then applicable rules of Judicial Arbitration and Mediation Implementation Services, Inc. and its then binding rules found at https://www.jamsadr.com/rules-comprehensive-arbitration/. Arbitration shall be conducted by one (1) arbitrator and in English. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. If any party to this Agreement brings an action to enforce its rights hereunder or to interpret or apply this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses, including legal interest thereon and all of its reasonable attorneys’ fees and costs incurred in connection with such action. Any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, confidential information, or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Raleigh, North Carolina.

CLIENT UNDERSTANDS AND AGREES THAT CLIENT AND TRAVEL TRANZ MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. CLIENT UNDERSTANDS AND AGREES THAT THE PARTIES BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

12.8. Independent Contractors. The Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties; the Parties will at all times be and remain independent contractors.

12.9. No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does. This Agreement has been mutually drafted and any ambiguity shall be defined by its plain meaning.

12.10. Notices. All notices shall be provided to Client through Client’s account or email address listed within Client’s account. Any notices for arbitration or disputes shall be provided in writing to Travel Tranz. Inc., 7815 Clover Creek Ct, Raleigh, NC 27613 ATTN: Arbitration (delivery confirmation and receipt required). All other notices may be provided electronically to [email protected] Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

12.11. Severability and Waiver. In the event that any provision of the Agreement (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, the provision (or portion) will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of the Agreement will continue in full force. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

12.12. Survival. Any portion of the Agreement that a reasonable Party would deem to survive termination of this Agreement shall survive including but not limited to: Payment Obligations, Restrictions, Proprietary Rights, Effect of Termination, Indemnification, Confidentiality, Arbitration, Choice of Law, Client Data, Limitation of Liability, relevant Checkout Screen provisions, and Miscellaneous.

12.13 Amendments. From time to time, Travel Tranz may amend this Agreement, the Privacy Policy, or the User Agreement. Where such amendment is material, Client may be required to agree to the amended Agreement. Client’s continued use of the Travel Tranz SAASs after such amendment shall constitute acceptance of such amended terms.

The Parties agree to this Agreement and all terms set forth within the Checkout Screen.