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COMPANY TERMS OF SERVICE


VERSION: 4.0


LAST UPDATED: JUNE 28, 2023

Download Company Terms of Service

PLEASE READ THIS COMPANY TERMS OF SERVICE AGREEMENT (THE “TOS AGREEMENT”)
CAREFULLY. This TOS Agreement is by and between Travelator, Inc., doing business
as TravelBank (“TravelBank”) and the company/legal entity (“Company User”) that
either enters into a commercial agreement with TravelBank, or registers as a
Company on the TravelBank website, https://travelbank.com/, (“Website”) or
TravelBank’s mobile application (“Application”). This TOS Agreement governs
Company User’s use of TravelBank’s Website, Application, the services and
resources enabled by the Website and/or Application (each a “Service” and
collectively the “Services”), Software and Content (defined below) made
available by TravelBank (collectively, the “TravelBank Properties”). Company
User and TravelBank are each a “Party,” and collectively “Parties.” 

WHEN AN ADMINISTRATOR ON BEHALF OF THE COMPANY USER REGISTERS WITH TRAVELBANK TO
CREATE A TRAVELBANK COMPANY NETWORK AND CLICKS THE “I ACCEPT” BUTTON, IT
REPRESENTS THAT (1) IT HAS READ, UNDERSTAND, AND AGREES TO BE BOUND BY THE TOS
AGREEMENT AND (2) IT HAS THE AUTHORITY TO ENTER INTO THIS TOS AGREEMENT ON
BEHALF OF THE COMPANY THAT HAS BEEN NAMED AS THE COMPANY USER, AND TO BIND THAT
COMPANY TO THE TOS AGREEMENT. IF THE COMPANY USER DOES NOT AGREE TO BE BOUND BY
THE TOS AGREEMENT, THE COMPANY USER MAY NOT ACCESS OR USE THE TRAVELBANK
PROPERTIES. 

Your use of, and participation in, certain Services may be subject to additional
terms (“Supplemental Terms”) which are included below as separate riders. The
TOS Agreement and any applicable Supplemental Terms are collectively referred
and incorporated herein as the “Agreement.” 

•Rider A: Supplemental Terms for Savings and Rewards Program

•Rider B: Supplemental Terms for Travel Reservations

•Rider C: Supplemental Terms for Expense Management and Reimbursement

1.DEFINITIONS

Terms used in the Agreement have the meaning set forth below or as otherwise set
forth herein.

a)“Company” means the legal entity that owns the rights to the domain included
in the e-mailaddress that a User provides when he or she creates an account with
TravelBank. TheCompany will generally be the User’s employer. “Company” does not
include a legal entitythat operates an e-mail service (e.g. Hotmail, Yahoo,
etc.) (an “E-Mail Service Entity”) unlessone or more Managers employed have
created a TravelBank Department Network(s) orTravelBank has an agreement with
that E-mail Service Entity pursuant to which that entity hascreated a TravelBank
Company Network.

b)“Department” is a group, department or other unit of a Company.

c)“Employee” is an Individual User who identifies himself or herself as an
Employee when theIndividual User creates an Account with TravelBank. An Employee
may also register as aManager within the same or another TravelBank Company
Network, or within the TravelBankCompany Network to which the Employee belongs.

d)“Individual User” means an individual user that identifies himself or herself
as a Managerand/or Employee of the TravelBank Company Network. Collectively,
Individual Users andCompany Users are “Users,” and each is a “User.”

e)“Manager” is an Individual User who identifies himself or herself as a Manager
when theIndividual User creates an Account with TravelBank. A Manager may
register himself orherself as an Employee within the same or another TravelBank
Department Network, or withinthe TravelBank Company Network, to which the
Manager belongs.

f)“Other Users” means other individual users and company users who are outside
theCompany User’s TravelBank Company Network.

g)“Software” includes the use of the Application and associated documentation,
that is madeavailable via the Website, mobile application or accompanying
Services.

h)“TravelBank Company Network” is a network which is created by a Company User
on behalfof the entire Company when that Company User registers with TravelBank
to create aTravelBank Company Network and clicks on the “I Accept” button. At
such time as theCompany elects to become a Company User and create a TravelBank
Company Network, anythen-existing TravelBank Department Network within that
Company will automaticallybecome a part of the TravelBank Company Network. The
TravelBank Company Network willbe overseen by one or more administrators (i.e.
individuals) named by the Company User(“Company Administrator”) who shall be
responsible for the use and sharing of allinformation, data, text, images,
photographs, messages, comments, and other content(“Content”) posted to the
TravelBank Company Network by the Company User or IndividualUsers. For purposes
of this Agreement, all terms that apply to Company User shall also applyto
Company Administrator. A Company Administrator may also use the Services as
anIndividual User.

2.USE OF THE TRAVELBANK PROPERTIES

a.Usage. The TravelBank Properties allow Individual Users of Company User’s
TravelBankCompany Network to create and approve travel budgets, book travel,
accommodationsand related items (“Travel Accommodations”), select and purchase
items fromTravelBank’s partners via the Marketplace, track and report travel and
business expenses,reimburse expenses, and, allow Company User, at its option, to
create a Savings andRewards Program for cost management.

b.Registering for an Account. Company User will be required to become a
Registered User(defined below) in order to use the Services to create a
TravelBank Company Network, atwhich time any then-existing TravelBank Department
Networks within that Company Usershall automatically become part of the Company
User’s TravelBank Company Network.Each Individual User of the TravelBank Company
Network will be required to have anaccount on the Application (“Account”) or a
valid account on the social networkingservice through which the Individual User
has connected to the Services (each suchaccount a “Third Party
Account”)(“Registered User”) to use the Services (with theexception of the
TravelBank Budget Creator tool, which Individual Users are able to usewithout
become a Registered User) and agree to be bound by this TOS Agreement.

c.Employees and Managers. Individual Users can register for the Services as
either anEmployee and/or a Manager, and access rights within the Application
will be differentdepending on which designation(s) are selected by the
Individual Users.

d.Company Users:i.Represents and warrants that: (a) the person who created the
Company UserAccount is authorized to enter into the Agreement on behalf of
Company Userand to grant TravelBank the rights granted in the Agreement; and (b)
the Servicesdo not conflict with any existing policies (including expense
reimbursementpolicies);

ii.Agrees to provide or approve a list that includes the e-mails of the
IndividualUsers who, once registered as Employees and/or Managers, will comprise
themembers of the TravelBank Company Network and will be able to communicatewith
each other via the Services as permitted by the Company Administrator; and

e.Company Administrator. Company User represents and warrants that the
CompanyAdministrator: (i) is authorized by the Company User to access the list
of all IndividualUsers within the TravelBank Company Network to which the
Company User belongs; and(ii)will immediately notify TravelBank of any changes
to the TravelBank CompanyNetwork, including, but not limited to, any changes in
the list of Individual Users providedto TravelBank by Company User.

f.TravelBank Company Network. On the Effective Date of the Company User’s
registration,the Company Administrator will: (a) assume and have full control
over all Individual UserAccounts associated with the Company User’s TravelBank
Company Network; (b) maydelete the Content of any previously registered
Individual Users and disassociate theirAccounts from the TravelBank Company
Network, and (c) will have access to all theinformation that Individual Users
have posted or otherwise made accessible (or may postor make accessible in the
future) through the TravelBank Properties, subject to theTravelBank Privacy
Policy (available at: https://travelbank.com/privacy-policy/).Company User may
require the Company’s Employees and Managers to acceptadditional terms as a
condition to their participation in the TravelBank Company Network.Company User
agrees that TravelBank is not a party to any such agreements.

g.Registration Data. In registering for the Services, Company User agrees to (1)
providetrue, accurate, current and complete information as prompted by the
Services’registration form (the “Registration Data”); and (2) maintain and
promptly update theRegistration Data to keep it true, accurate, current and
complete. Company Userrepresents that it is not barred from using the TravelBank
Properties under the laws ofthe United States, its’ place of residence or any
other applicable jurisdiction. CompanyUser is responsible for all activities
that occur under its Account. Company User agreesto monitor its Account to
restrict use by minors, and it will accept full responsibility forany
unauthorized use of TravelBank Properties. Company Administrator may not
sharethe Company Administrator Account password with anyone, and agrees to (1)
notifyTravelBank immediately of any unauthorized use of the Company
Administrator Accountpassword or any other breach of security, and (2) exit from
the Company AdministratorAccount at the end of each session. If Company User
provides any information that isuntrue, inaccurate, not current or incomplete,
or TravelBank has reasonable grounds tosuspect that such information is untrue,
inaccurate, not current or incomplete,TravelBank has the right to suspect or
terminate Company User’s Account and refuse anyand all current or future use of
TravelBank Properties (or any portion thereof). TravelBankreserves the right to
remove or reclaim any usernames at any time and for any reason,including, but
not limited to, claims by a third party that a username violates the
thirdparty’s rights. Company User agrees not to create an Account or use
TravelBankProperties if it has been previously removed by TravelBank, or if it
has been previouslybanned from any of the TravelBank Properties.

h.Necessary Equipment and Software. Company User must provide all equipment
andsoftware necessary to connect to TravelBank Properties, including but not
limited to, amobile device that is suitable to connect with and use TravelBank
Properties, in caseswhere the Services offer a mobile component. Company User is
solely responsible forany fees, including Internet connection or mobile fees,
that it incurs when accessingTravelBank Properties.

3.ACCESS TO TRAVELBANK PROPERTIES

a.Application License. The TravelBank Properties are protected by copyright
lawsthroughout the world. Subject to Company User’s compliance with the
Agreement,TravelBank hereby grants to Company Administrator, for the Term (as
defined below), aworldwide, non-exclusive, non-transferable, non-sublicensable,
non-assignable, revocablelicense to: (a) access, download, install, and use a
copy of the Application on one or moremobile devices or computers that Company
User owns or controls, and (b) run such copyof the Application solely for
Company User’s own business purposes and in accordancewith the limitations set
forth in this section. TravelBank, its suppliers and serviceproviders reserve
all rights not granted in the Agreement.

b.App Store Limitations. Company User acknowledges and agrees that the
availability ofthe Application and certain Services is dependent on the third
party from which itreceived the Application license, e.g., the Apple App Store
or Google Play (“App Store”).Company User acknowledges that the Agreement is
between it and TravelBank and notwith the App Store. TravelBank, not the App
Store, is solely responsible for TravelBankProperties, including the
Application, the content thereof, maintenance, support services,and warranty
therefor, and addressing any claims relating thereto (e.g., product
liability,legal compliance or intellectual property infringement. Company User
agrees to pay allfees (if any) charged by the App Store in connection with
TravelBank Properties, includingthe Application. Company User agrees to comply
with, and its license to use theApplication is conditioned upon its compliance
with, all applicable third-party terms ofagreement (e.g., the App Store’s terms
and policies) when using TravelBank Properties,including the Application.
Company User acknowledges that the App Store (and itssubsidiaries) are
third-party beneficiaries of the Agreement and will have the right toenforce
them.

c.Specific Provisions related to Apple App Store. With respect to any
Application accessedthrough or downloaded from the Apple App Store or via iTunes
(an “App Store SourcedApplication”), Company User will only use the App Store
Sourced Application (i) on anApple-branded product that runs the iOS (Apple’s
proprietary operating system) and (ii)as permitted by the “Usage Rules” set
forth in the Apple App Store Terms of Service.Company User further acknowledges:

i.Company User acknowledges that Apple has no obligation whatsoever to
furnishany maintenance and support services with respect to the App Store
SourcedApplication.

ii.In the event of any failure of the App Store Sourced Application to conform
to anyapplicable warranty, Company User may notify Apple, and Apple will refund
thepurchase price for the App Store Sourced Application to Company User and
tothe maximum extent permitted by applicable law, Apple will have no
otherwarranty obligation whatsoever with respect to the App Store
SourcedApplication. As between TravelBank and Apple, any other claims, losses,

liabilities, damages, costs or expenses attributable to any failure to conform
to any warranty will be the sole responsibility of TravelBank. iii.The Parties
acknowledge that, as between TravelBank and Apple, Apple is notresponsible for
addressing any claims Company User has or any claims of anythird party relating
to the App Store Sourced Application or Company User’spossession and use of the
App Store Sourced Application, including, but notlimited to: (i) product
liability claims; (ii) any claim that the App Store SourcedApplication fails to
conform to any applicable legal or regulatory requirement;and (iii) claims
arising under consumer protection or similar legislation.

iv.The Parties acknowledge that, in the event of any third-party claim that the
AppStore Sourced Application or Company User’s possession and use of that
AppStore Sourced Application infringes that third party’s intellectual property
rights,as between TravelBank and Apple, TravelBank, not Apple, will be
solelyresponsible for the investigation, defense, settlement and discharge of
any suchintellectual property infringement claim to the extent required by the
Agreement.

v.The Parties acknowledge and agree that Apple, and Apple’s subsidiaries,
arethird-party beneficiaries of the Agreement as related to Company User’s
licenseof the App Store Sourced Application, and that, upon Company
User’sacceptance of the terms and conditions of the Agreement, Apple will have
theright (and will be deemed to have accepted the right) to enforce the
Agreementas related to Company User’s license of the App Store Sourced
Applicationagainst it as a third-party beneficiary thereof.d.Software Updates.
Company User understands that TravelBank Properties are evolving.As a result,
TravelBank may require Company User to accept updates to TravelBankProperties
that its Users have installed on their computers or mobile devices. CompanyUser
acknowledges and agrees that TravelBank may update TravelBank Properties withor
without notifying Company User. Company User may need to update
third-partysoftware from time to time in order to use TravelBank Properties. Any
future release,update or other addition to TravelBank Properties shall be
subject to this TOS Agreement.

e.Certain Restrictions. The rights granted to Company User in the Agreement are
subject tothe following restrictions. Company User understands that TravelBank
has full right toimmediately terminate any Company User or Individual Users who
engage in anyunauthorized use of TravelBank Properties. Company User warrants it
will not engage inany unauthorized use which includes, but is not limited
to:i.License, sell, rent, lease, transfer, assign, reproduce, distribute, host
or otherwisecommercially exploit TravelBank Properties or any portion of
TravelBankProperties, including the Website;

ii.Frame or utilize framing techniques to enclose any trademark, logo, or
otherTravelBank Properties (including images, text, page layout or form)
ofTravelBank;

iii.Use any metatags or other “hidden text” using TravelBank’s name or
trademarks;

iv.Modify, translate, adapt, merge, make derivative works of,
disassemble,decompile, reverse compile or reverse engineer any part of
TravelBank Propertiesexcept to the extent the foregoing restrictions are
expressly prohibited byapplicable law;

v.Use any manual or automated software, devices or other processes (includingbut
not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools
or

the like) to “scrape” or download data from any web pages contained in the
Website; vi.Enable access to TravelBank Properties by any unauthorized third
partyapplications;

vii.Copy, reproduce, distribute, republish, download, display, post, or
transmit, in anyform and by any means, any part of the TravelBank Properties,
except asexpressly stated herein;

viii.Remove or destroy any copyright notices or other proprietary markings
containedon or in TravelBank Properties.

4.RESPONSIBILITY FOR CONTENTa)Types of Content. Company User acknowledges that
all Content is the sole responsibilityof the party from whom such Content
originated. This means that Company User, and notTravelBank, is responsible for
all Content that the Company User, its CompanyAdministrator, and Individual
Users upload, post, e-mail, transmit or otherwise makeavailable (“Make
Available”) through TravelBank Properties (“Company User Content”),and that its
Employees and Managers who use the TravelBank Company Network, andnot
TravelBank, are similarly responsible for all Content they Make Available
throughTravelBank Properties (“Individual User Content”).

b)No Obligation to Pre-Screen Content. Company User acknowledges that TravelBank
hasno obligation to pre-screen Content (including, but not limited to, Company
User Content),although TravelBank reserves the right in its sole discretion to
pre-screen, refuse orremove any such Company User Content. By entering into the
Agreement, Company Userhereby provides its irrevocable consent to such
monitoring. Company Useracknowledges and agrees that it has no expectation of
privacy concerning thetransmission of Company User Content, including without
limitation chat, text, or voicecommunications. In the event that TravelBank
pre-screens, refuses or removes anyContent, Company User acknowledges that
TravelBank will do so for TravelBank’sbenefit, not for the benefit of Company
User. Without limiting the foregoing, TravelBankshall have the right to remove
any Company User Content that violates the Agreement oris otherwise
objectionable.

c)Content Accuracy and Storage. Unless expressly agreed to by TravelBank in
writingelsewhere, TravelBank has no responsibility or liability for the accuracy
of any CompanyUser Content; the deletion, removal, failure to store, transmit or
receive transmission ofContent; or the security, privacy, storage, or
transmission of other communicationsoriginating with or involving use of
TravelBank Properties. Company User agrees thatTravelBank retains the right to
create reasonable limits on TravelBank’s use and storageof Company User Content,
such as limits on file size, storage space, processing capacity,and similar
limits described in the web pages accompanying the Services and asotherwise
determined by TravelBank in its sole discretion. TravelBank data storage
andsecurity policies can be viewed in the Privacy Policy (which may be found
athttps://travelbank.com/privacy-policy/).

5.OWNERSHIP

a)TravelBank Properties. Except with respect to Company User Content, Company
Useragrees that TravelBank and its suppliers own all rights, title and interest
in TravelBankProperties. Company User will not remove, alter or obscure any
copyright, trademark,service mark or other proprietary rights notices
incorporated in or accompanying theWebsite, the Services, or TravelBank
Properties. TravelBank’s name and other relatedgraphics, logos, service marks
and trade names used on or in connection with TravelBank

Properties or in connection with the Services are the trademarks of TravelBank
and may not be used without permission in connection with any third-party
products or services. Other trademarks, service marks and trade names that may
appear on or in TravelBank Properties are the property of their respective
owners. 

b)Company User Content. TravelBank does not claim ownership of Company User
Content.However, when Company User or any Individual Users of the TravelBank
CompanyNetwork Make Available Company User Content through the TravelBank
Properties,Company User represents that Company User owns and/or has a
royalty-free, perpetual,irrevocable, worldwide, non-exclusive right (including
any moral rights) and license to use,license, reproduce, modify, adapt, publish,
translate, create derivative works from,distribute, derive revenue or other
remuneration from, and communicate to the public,perform and display such
Company User Content (in whole or in part) worldwide and/orto incorporate it in
other works in any form, media or technology now known or laterdeveloped, for
the full term of any worldwide intellectual property right that may exist inthe
Company User Content.

c)License to Company User Content. Subject to any applicable account settings
thatCompany User selects, Company User grants TravelBank a fully paid,
royalty-free,perpetual, irrevocable, worldwide, non-exclusive and fully
sublicensable right (includingany moral rights) and license to use, license,
distribute, reproduce, modify, adapt, publiclyperform, and publicly display,
Company User Content (in whole or in part) for thepurposes of operating and
providing TravelBank Properties to Company User. CompanyUser warrants that the
holder of any worldwide intellectual property right, including moralrights, in
Company User Content, has completely and effectively waived all such rightsand
validly and irrevocably granted to Company User the right to grant the license
statedabove.

d)Access to Company User Content. The Company Administrator will be able to
control,limit, monitor, and permit the visibility and accessibility of certain
Company User Contentby Individual Users. For example, the Company Administrator
may permit a Manager toview and access certain Individual User Content of
Employees. Please remember thatOther Users (that are not in Company User’s
TravelBank Company Network) may searchfor, see, use, modify and reproduce any
Company User Content that Company Users orIndividual Users of the TravelBank
Company Network submit to any “public” area ofTravelBank Properties. If Company
User wishes to prevent Individual Users fromsubmitting Individual User Content
on “public” areas of TravelBank Properties, theCompany Administrator should
restrict such activities.

e)User Feedback. Company User agrees that submission of any ideas,
suggestions,documents, and/or proposals to TravelBank through its suggestion,
feedback, wiki, forumor similar pages (“Feedback”) is at its own risk and that
TravelBank has no obligations(including without limitation obligations of
confidentiality) with respect to suchFeedback. Company User represents and
warrants that it has all rights necessary tosubmit the Feedback. Company User
hereby grants to TravelBank a fully paid, royalty-free, perpetual, irrevocable,
worldwide, non-exclusive, and fully sublicensable right andlicense to use,
reproduce, perform, display, distribute, adapt, modify, re-format,
createderivative works of, and otherwise commercially or non-commercially
exploit in anymanner, any and all Feedback, and to sublicense the foregoing
rights, in connection withthe operation and maintenance of TravelBank
Properties.

6.COMPANY USER CONDUCT

a)As a condition of use, Company User agrees not to use TravelBank Properties
for anypurpose that is prohibited by the Agreement or by applicable law. Company
User shall not(and shall not permit any Individual User or third-party entity or
individuals affiliated withCompany) either (a) to take any action or (b) Make
Available any Content on, in or throughTravelBank Properties that: (i) violates
the rights of any Individual User or Other User(whether it be a company or
individual); (ii) infringes any patent, trademark, trade secret,copyright, right
of publicity or other right of any person or entity; (iii) is unlawful,
threatening,abusive, harassing, defamatory, libelous, deceptive, fraudulent,
invasive of another’s privacy,tortious, obscene, offensive, or profane; (iv)
constitutes unauthorized or unsolicitedadvertising, junk or bulk e-mail; (v)
involves commercial activities and/or sales, such ascontests, sweepstakes,
barter, advertising, or pyramid schemes without TravelBank’s priorwritten
consent; (vi) impersonates any person or entity, including any TravelBank
employee orrepresentative; (vii) interferes with or attempts to interfere with
the proper functioning ofTravelBank Properties or uses TravelBank Properties in
any way not expressly permitted bythe Agreement; or (viii) attempts or engages
in, any potentially harmful acts that are directedagainst TravelBank Properties,
including but not limited to violating or attempting to violateany security
features of TravelBank Properties, using manual or automated software or
othermeans to access, “scrape,” “crawl” or “spider” any pages contained in
TravelBank Properties,introducing viruses, worms, or similar harmful code into
TravelBank Properties, or interferingor attempting to interfere with use of
TravelBank Properties by any Other User, host ornetwork, including by means of
overloading, “flooding,” “spamming,” “mail bombing”, or“crashing” TravelBank
Properties.

b)TravelBank may, but is not obligated to, monitor or review TravelBank
Properties and Content,including Company User Content, at any time. Without
limiting the foregoing, TravelBank shallhave the right, in its sole discretion,
to remove any Company User Content for any reason (orno reason), including if
such Content violates the Agreement or any applicable law. AlthoughTravelBank
does not generally monitor Company User (or Other User) activity occurring
inconnection with TravelBank Properties or Content, if TravelBank becomes aware
of anypossible violations by Company User of any provision of the Agreement,
TravelBank reservesthe right to investigate such violations, and TravelBank may,
at its sole discretion,immediately terminate the TravelBank Company Network,
Company User’s license to useTravelBank Properties, or change, alter or remove
Company User Content, or Individual UserContent, in whole or in part, without
prior notice to Company User.

7.INTERACTIONS WITH OTHER USERS AND THIRD PARTIES

a)User Responsibility. Company User is solely responsible for its interactions
with Other Usersof the Services and any third parties with whom it interacts
through the Services; provided,however, that TravelBank reserves the right, but
has no obligation, to intercede in suchdisputes. Company User agrees that
TravelBank will not be responsible for any liabilityincurred as the result of
such interactions.

b)Content Provided by Other Users. Other Users may Make Available other Content
on theTravelBank Properties (“Other User Content”). TravelBank is not
responsible for and does notcontrol Other User Content. TravelBank has no
obligation to review or monitor, and does notapprove, endorse or make any
representations or warranties with respect to Other UserContent. Company User
uses all Other User Content and interacts with Other Users at its ownrisk. If
Company User would like to limit the ability for Individual Users to interact
with OtherUsers or use Other User Content, it may do so through the Company
Administrator Account.

8.THIRD-PARTY WEBSITES AND SOFTWARE COMPONENTS, NON-TRAVELBANK PRODUCTS

a)General Disclaimer. As a part of TravelBank Properties, Company User may have
access tomaterials, products or services that are hosted by another party.
Company User agrees that itis impossible for TravelBank to monitor such
materials and that Company User accessesthese materials at its own risk.

b)Third-Party Websites. Company User may be able to access third-party websites,
products, orservices through the Marketplace or in utilization of the
Application. TravelBank is notresponsible for third-party websites, services,
Content or other material (“Third PartyContent”) available through those
third-party services. Company User is solely responsible forits dealings with
third parties (including advertisers). Company User warrants that its use
ofthird-party websites or services shall be subject to that third party’s terms
and conditions andprivacy policy; and TravelBank is not a party to, nor liable
for, any resultant transactions as itrelates to Third Party Content.

c)Non-TravelBank Products. TravelBank may make non-TravelBank products or
services andThird Party Content (“Non-TravelBank Products”) available via the
Services. If Company Userinstalls or uses any Non-TravelBank Products with the
Services, it may not do so in any waythat would subject TravelBank’s
intellectual property or technology to obligations beyondthose expressly
included in this Agreement. TravelBank assumes no responsibility or
liabilitywhatsoever for the Non-TravelBank Products. Company User is solely
responsible for anyNon-TravelBank Products that it installs or uses with the
Services.

d)Booking Terms for Travel Accommodations. If Company User creates or approves
any TravelAccommodations, including, but not limited to, booking travel, Company
User will be subjectto supplemental terms that are included in the TravelBank
Terms of Use available athttps://travelbank.com/terms-of-use/.

e)Third-Party Software Components. The software provided by TravelBank to
Company User aspart of the Services may contain third party software components.
Unless otherwisedisclosed in that software, TravelBank, not the third party,
licenses these components toCompany User under TravelBank license terms and
notices.

f)Third Party Payment Services Providers. TravelBank uses Plaid Inc. (“Plaid”)
as a third partyservice provider (e.g., credit card transaction processing,
merchant settlement, and relatedservices). If Company User is required to pay
fees or charges in connection with the Services,it agrees to be bound by Plaid’s
Terms of Service and Privacy Policy available athttps://plaid.com/legal. Company
User hereby consents to provide, and authorizesTravelBank and Plaid to share,
any information and payment instructions to the extentrequired to complete the
payment transactions in accordance with the Agreement, includingpersonal,
financial, credit card payment, and transaction information.

9.COPYRIGHT INFRINGEMENTa)It is TravelBank’s policy to terminate membership
privileges of any User who repeatedlyinfringes copyright upon prompt
notification to TravelBank by the copyright owner or thecopyright owner’s legal
agent.

b)Without limiting the foregoing, if Company User believes that its works has
been copied andposted on TravelBank Properties in a way that constitutes
copyright infringement, pleaseprovide TravelBank’s Copyright Agent with the
following information: (1) an electronic orphysical signature of the person
authorized to act on behalf of the owner of the copyright

interest; (2) a description of the copyrighted work that Company User claims has
been infringed; (3) a description of the location on TravelBank Properties of
the material that Company User claims is infringing; (4) Company User’s address,
telephone number and e-mail address; (5) a written statement by the Company User
that it has a good faith belief that the disputed use is not authorized by the
copyright owner, its agent or the law; (6) a statement by Company User made
under penalty of perjury, that the above information in its notice is accurate
and that it is the copyright owner or authorized to act on the copyright owner’s
behalf. TravelBank’s Copyright Agent for notice of claims of copyright
infringement is as follows: 

Email: legal@travelbank.com 

Physical Address: 

Travelator Inc. 

Attn: Legal Department 

1100 Sullivan Ave 

Suite #838 

Daly City, CA 94017 

10.CONFIDENTIALITY

a)Confidential Information. During the Term, each Party (the “Disclosing Party”)
may providethe other (the “Receiving Party”) with certain information regarding
the Disclosing Party’sbusiness, technology, software, or other confidential or
proprietary information (collectively,the “Confidential Information”). The
Disclosing Party will mark all Confidential Information intangible from as
“confidential” or “proprietary” or with a similar legend, and identify
allConfidential Information disclosed orally as confidential at the time of
disclosure and providea written summary of such Confidential Information within
thirty (30) days after such oraldisclosure.

b)Protection to Confidential Information. The Receiving Party agrees that it
will not use ordisclose to any third party and Confidential Information of the
Disclosing Party, except asexpressly permitted under the Agreement. The
Receiving Party will limit access to theConfidential Information to those
employees who have a need to know, who haveconfidentiality obligations no less
restrictive than those set forth herein, and who have beeninformed of the
confidential nature of such information (with respect to TravelBank).
Inaddition, the Receiving Party will protect the Disclosing Party’s Confidential
Information fromunauthorized use, access, or disclosure in the same manner it
protects its own proprietaryinformation of a similar nature, but in no event
with less than reasonable care. At theDisclosing Party’s request or upon
termination of the Agreement, the Receiving Party willreturn to the Disclosing
Party or destroy (or, in the case of electronic files, permanently erase)all
copies of the Confidential Information that the Receiving Party does not have
thecontinuing right to use under the Agreement, and the Receiving Party shall
provide to theDisclosing Party a written affidavit certifying compliance with
this sentence.

c)Mutual Exceptions. The confidentiality obligations set forth above in this
section will notapply to any information that: (a) becomes generally available
to the public through no faultof the Receiving Party; (b) is lawfully provided
to the Receiving Party by a third party free ofany confidentiality duties or
obligations; (c) was already known to the Receiving Party at thetime of
disclosure; or (d) the Receiving Party can prove, by clear and convincing
evidence,was independently developed by employees and contractors of the
Receiving Party who hadno access to the Confidential Information. In addition,
the Receiving Party may disclose

Confidential Information to the extent that such disclosure is necessary for the
Receiving Party to enforce its rights under the Agreement or is required by law
or by the order of a court or similar judicial or administrative body, provided
that the Receiving Party promptly notifies the Disclosing Party of such required
disclosure and cooperates with the Disclosing Party if the Disclosing Party
seeks an appropriate protective order. d)TravelBank’s Confidentiality
Exceptions. Notwithstanding TravelBank’s confidentialityobligations, TravelBank
is entitled, except to the extent prohibited by applicable law, todisclose any
information or materials on or in TravelBank Properties, including Company
UserContent, in TravelBank’s possession in connection with Company User’s use of
TravelBankProperties, to (1) comply with applicable laws, legal process or
governmental request; (2)enforce the Agreement, (3) respond to any claims that
Company User Content violates therights of third parties, (4) respond to Company
User’s requests for customer service, (5)protect the rights, property or
personal safety of TravelBank, Individual Users, Other Users orthe public, or
(6) in connection with all enforcement actions or to government officials,
asTravelBank in its sole discretion believes to be necessary or appropriate.

11.MUTUAL INDEMNIFICATION

a)By TravelBank. TravelBank will defend, at its expense, any suit brought
against CompanyUser, its agents, officers, directors, employees, and
representatives (collectively, the“Company User Parties”) and will pay any
settlement TravelBank makes or approves, or anydamages finally awarded in such
suit, insofar as such suit is based on a claim by any thirdparty alleging that
any of the TravelBank Properties misappropriates any trade secret orinfringes
any copyright or patent issued as of the Effective Date. If any portion of
theTravelBank Properties becomes, or in TravelBank’s opinion is likely to
become, the subject ofa claim of misappropriation or infringement, TravelBank
may, at TravelBank’s option: (a)procure for Company User the right to continue
using the TravelBank Properties; (b) modify orreplace the TravelBank Properties
(or any portion thereof) in a way that does not materiallyimpair the
functionality of the TravelBank Properties; or (c) terminate the Services
and/orAgreement. Notwithstanding the foregoing, TravelBank will have no
obligation under thissection or otherwise with respect to any misappropriation
or infringement claim based upon:(a)any use of the TravelBank Properties not in
accordance with this Agreement; (b) any useof the TravelBank Properties in
combination with other Content, services, products,equipment, or software not
supplied by TravelBank; (c) any modification of the TravelBankProperties by any
person or entity other than TravelBank. This is the sole and exclusiveremedy of
the Company User Parties, and the sole and entire liability of TravelBank, or
any ofits officers, directors, employees, or representatives, for
misappropriation and/orinfringement claims and actions.

b)By Company User. Company User will defend at its expense any suit brought
againstTravelBank, its parents, subsidiaries, agents, officers, directors,
employees, andrepresentatives (collectively, the “TravelBank Parties”) and will
pay any settlement thatCompany User makes or approves, or any damages finally
awarded in such suit, insofar assuch suit is based on a claim by any third party
alleging that: (a) Company User Contentviolates the terms of the Agreement,
including infringement of any copyright, trademark, orpatent and/or
misappropriation of any trade secret; or (b) Company User’s violation of
anyapplicable laws, rules, or regulations. The sole and exclusive remedy of
TravelBank Parties,and the sole and entire liability of Company User, or any of
its officers, directors, employees,or representatives, for misappropriation
and/or infringement claims and actions.

c)Mutual Obligations. The indemnifying party’s obligations as set forth in this
section areexpressly conditioned upon each of the foregoing: (a) the indemnified
party shall promptly

notify the indemnifying party in writing of any threatened or actual claim or
suit; and (b) the indemnifying party shall have sole control of the defense or
settlement of any claim or suit; and (c) the indemnified party shall cooperate
with the indemnifying party to facilitate the settlement or defense of any claim
or suit. Company User agrees that this section will survive any termination of
company User’s Account, Services, the Agreement or Company User’s access to
TravelBank Properties. 

12.WARRANTIES

a)TravelBank warrants that it will use commercially reasonable care and skill in
all materialaspects, and will not materially decrease the functionality.
Further, it will use best efforts toenable the Services are free of reproducible
material failures (“Errors”) during the Term. If theServices provided to Company
User was not performed as warranted, Customer mustpromptly provide TravelBank
with a written notice that describes the deficiency in theServices. Unless
otherwise noted, the sole and exclusive remedy will be for TravelBank touse all
commercially reasonable efforts to correct any Errors or Services deficiencies.

b)COMPANY USER EXPRESSLY UNDERSTANDS AND AGREES THAT, EXCEPT AS
EXPRESSLYPROVIDED IN SECTION 12(a) AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLELAW: (A) COMPANY USER’S USE OF ALL OF TRAVELBANK PROPERTIES IS AT
THECOMPANY USER’S SOLE RISK, AND (B) THE TRAVELBANK PROPERTIES ARE PROVIDED ONAN
“AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TRAVELBANK MAKES NOWARRANTY,
REPRESENTATION OR CONDITION THAT: (1) TRAVELBANK PROPERTIES WILLMEET COMPANY
USER’S REQUIREMENTS; (2) ITS USE OF TRAVELBANK PROPERTIES WILLBE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BEOBTAINED FROM USE OF
TRAVELBANK PROPERTIES WILL BE ACCURATE OR RELIABLE.THE SERVICES MAY BE SUBJECT
TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.WITH RESPECT TO THE USE, MISUSE,
OR INABILITY TO USE THE TRAVELBANK PROPERTIESOR ANY OTHER SERVICES OR PRODUCTS
PROVIDED TO COMPANY USER BY THETRAVELBANK PARTIES, THE TRAVELBANK PARTIES DO NOT
WARRANT THAT OPERATIONOF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED OR
ERROR-FREE.

c)TravelBank makes no (and hereby disclaims all) other warranties,
representations, orconditions, whether written, oral, express, implied or
statutory, including, without limitation,any implied warranties of satisfactory
quality, course of dealing, trade usage or practice,merchantability, title,
noninfringement, or fitness for a particular purpose.

d)Any content downloaded from or otherwise accessed through TravelBank
Properties isaccessed at Company User’s own risk, and Company User shall be
solely responsible for anydamage to Company User’s property, including, but not
limited to, the computer system andany device it uses to access TravelBank
Properties, or any other loss that results fromaccessing such content.

e)From time to time, TravelBank may offer new “beta” features or tools with
which its CompanyUsers and/or Individual Users may experiment. Such features or
tools are offered solely forexperimental purposes and without any warranty of
any kind, and may be modified ordiscontinued at TravelBank’s sole discretion.

13.LIMITATIONS ON LIABILITIES

a)In providing the Services, TravelBank acts solely as the agent for any third
party contentsuppliers (“Content Suppliers”) used by TravelBank. TravelBank does
not guarantee or insure

the services or Content provided by any Content Supplier, including but not
limited to, airlines, hotels, rental car agencies, rail services and other
common carriers. Further, TravelBank does not assume, and expressly disclaims
any liability for, any damages, losses, costs, expenses, claims, settlements or
judgements suffered by or asserted against Company User arising out of or
resulting from the actions or omissions of Content Suppliers. Nor is TravelBank
responsible for price fluctuations or changes in equipment, accommodations or
schedules resulting from the actions or inactions of Content Suppliers which are
beyond its control. TravelBank further disclaims any liability for errors in
fares, schedules or other information provided by automated airline reservation
systems, including but not limited to, the Apollo, Galileo and Sabre reservation
systems. b)No Liability for Conduct of Third Parties. COMPANY USER ACKNOWLEDGES
AND AGREESTHAT TRAVELBANK PARTIES ARE NOT LIABLE, AND COMPANY USER AGREE NOT TO
SEEKTO HOLD TRAVELBANK PARTIES LIABLE, FOR THE CONDUCT OF THIRD
PARTIES,INCLUDING TRAVELBANK’S PARTNERS IN THE MARKETPLACE, OPERATORS OF
EXTERNALSITES AND COMPANIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD
PARTIESRESTS ENTIRELY WITH COMPANY USER. TRAVELBANK MAKES NO WARRANTY THAT
THEGOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET COMPANY
USER’SREQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR
ERROR-FREEBASIS. TRAVELBANK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY
SUCHGOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESSOR
RELIABILITY OF ANY USER OR THIRD PARTY CONTENT OBTAINED THROUGHTRAVELBANK.

c)No Liability for Conduct of Other Users. Company User is solely responsible
for all of itscommunications and interactions with its Individual Users and with
other users of theTravelBank networks. Company User understands that TravelBank
does not make anyattempt to verify the statements of users, including other
users.

d)Disclaimer of Certain Damages. COMPANY USER UNDERSTANDS AND AGREES THAT IN
NOEVENT SHALL TRAVELBANK PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE
ORDATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
DAMAGESARISING OUT OF OR IN CONNECTION WITH TRAVELBANK PROPERTIES, OR DAMAGES
ORCOSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENTOF
SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OREMOTIONAL
DISTRESS, WHETHER OR NOT TRAVELBANK HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH
DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THEAGREEMENT, ON ANY THEORY OF
LIABILITY, WHETHER BASED ON WARRANTY,COPYRIGHT, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANYOTHER LEGAL THEORY.

e)Cap on Liability. Except for the obligation to pay any fees or charges imposed
on each partyhereunder, under no circumstances will either party be liable to
the other party for more thanthe greater of: (a) the amount paid to TravelBank
from Company User’s usage of TravelBankProperties during the twelve (12) month
period preceding the date on which the party firstasserts a claim; or (b)
one-thousand ($1,000) dollars.

14.TERM AND TERMINATION

a)Effective Date. The Agreement commences on the date when Company User accept
it (asdescribed in the preamble above), or, if earlier, the date Company User
first used TravelBankProperties (the “Effective Date”) and remains in full force
and effect while Company Useruses TravelBank Properties, unless terminated
earlier in accordance with the Agreement

(“Term”) or through other contractual agreements between TravelBank and the
Company Administrator, whose specific provisions on dates and contract length
shall supersede this one. 

b)Termination of Services by Company User. If Company User has a separate
commercialagreement with TravelBank, the terms in that agreement shall supersede
all other written ororal understanding. If there is no separate commercial
agreement, Company User mayterminate upon 30 days’ written notice to TravelBank
at legal@travelbank.com and after alldue monies owed to TravelBank are fully
settled.

c)Termination of Services by TravelBank. TravelBank may (a) terminate the
Services at anytime for any reason, (b) terminate Company User’s access to the
TravelBank Properties atany time for any reason, and/or (c) stop providing
portions of the Services at any time for anyreason.

d)Effect of Termination. Upon termination of all Services, TravelBank will
terminate CompanyUser’s use of the TravelBank Company Network, although
Individual Users may still be able toaccess the TravelBank Properties and
operate their Accounts in accordance with the Termsof Service Agreement for
Individual Users available at https://travelbank.com/terms-of-use/.Upon
termination of all Services as requested by a Company Administrator, Company
Usermust immediately cease all access and use of the TravelBank Properties, and
all rightsgranted in the Agreement shall automatically and immediately
terminate. Termination of allServices may include deletion of Company
Administrator’s password and/or all relatedinformation, files and Content
associated with or inside Company User’s Account (or any partthereof), and
Individual User Accounts (or any part thereof), including Company User
Content.Upon termination of any Service, Company User’s right to use such
Service will automaticallyand immediately terminate. Company User’s access to
all Company User Content posted tothe Service may be terminated but such Company
User Content may remain in the Service foras long as the TravelBank Properties
in which Company User posted such Content remainsactive. It may also persist in
TravelBank’s archives thereafter subject to TravelBank’s PrivacyPolicy.
TravelBank is under no obligation to notify Company User or return Company
UserContent to Company User. TravelBank will not have any liability whatsoever
to Company Userfor any suspension or termination, including for deletion of
Company User Content. Allprovisions of the Agreement which by their nature
should survive, shall survive termination ofthe TravelBank Company Network and
TravelBank Properties, including without limitation,ownership provisions,
warranty disclaimers, and limitations of liability.

e)Survival. After Termination, the sections on Confidentiality (Section 10),
MutualIndemnification (Section 11), Limitations on Liabilities (Section 13) and
General Provisions(Section 15) shall survive.

15.GENERAL PROVISIONS

a)Electronic Communications. Company User consents to receive communications
fromTravelBank in an electronic form; and (2) agrees that all terms and
conditions, agreements,notices, disclosures, and other communications that
TravelBank provides to Company Userelectronically satisfy any legal requirement
that such communications would satisfy if it wereto be in writing. Company User
must provide TravelBank with its most current e-mail addressfor purposes of
receiving notices pursuant to the Agreement. In the event that the e-mailaddress
Company User provided is not valid, TravelBank’s dispatch of the e-mail
containingsuch notice will nonetheless constitute effective notice.

b)Release. Company User hereby releases TravelBank Parties and their successors
fromclaims, demands, any and all losses, damages, rights, and actions of any
kind, includingpersonal injuries, death, and property damage, that is either
directly or indirectly related to orarises from Company User’s use of TravelBank
Properties, including but not limited to, anyinteractions with or conduct of
Other Users or third-party websites of any kind arising inconnection with or as
a result of the Agreement or its use of TravelBank Properties.

c)No Assignment. The Agreement, and Company User’s rights and obligations
hereunder, maynot be assigned, subcontracted, delegated or otherwise transferred
by Company User withoutTravelBank’s prior written consent, and any attempted
assignment, subcontract, delegation,or transfer in violation of the foregoing
will be null and void. TravelBank shall have the right toassign the Agreement,
without prior written consent of the Company User, to a successorentity in the
event of a merger, corporate reorganization, change of control or similar
suchtransaction, or a sale of all or substantially all of its assets. The terms
of the Agreement shallbe binding upon such assignees.

d)Force Majeure. TravelBank shall NOT be liable hereunder for any cessation,
interruption ordelay in the performance of any of its obligations due to causes
beyond its reasonablecontrol, including but not limited to: government or civil
actions, pandemics, epidemics,earthquake, flood, or other natural disaster, act
of God, labor controversy, civil disturbance,war (whether or not officially
declared) or the inability to obtain an essential commodity orservice required
in the conduct of its business, or any change in or the adoption of any
law,regulation, judgment or decree (collectively, “Force Majeure”).

e)Limited Use of Marketing Assets. Company User agrees that TravelBank may use
its name,logo, or other trademark TravelBank’s marketing materials or
communications (including, butnot limited to, the Website and Application) for
the sole purpose of indicating that CompanyUser uses TravelBank Services.
Company User hereby grants to TravelBank the right toreference the Company as a
customer of TravelBank on its Website and Application for thepurpose of
indicating that Company User uses TravelBank’s Services.

f)Governing Law and Jurisdiction. Both Parties agree that the Agreement and any
actionrelated thereto will be governed and interpreted by and under the laws of
the State ofCalifornia, without giving effect to any principles that provide for
the application of the law ofanother jurisdiction. The United Nations Convention
on Contracts for the International Sale ofGoods does not apply to the Agreement.

g)Legal Notice. Any legal notification may be emailed to: legal@travelbank.com.
Any legalcourt documents or state-sanctioned notices should be sent to:

Attn: Legal Department

Travelator Inc.

2710 Gateway Oaks Drive, Suite 150N

Sacramento, CA 95033

Physical notice shall be deemed given when received by TravelBank by letter
delivered bynationally recognized overnight delivery service or first class
postage prepaid mail at theabove address.

h)Waivers. Any waiver or failure to enforce any provision of the Agreement on
one occasionwill not be deemed a waiver of any other provision or of such
provision on any otheroccasion. If any provision of the Agreement is, for any
reason, held to be invalid orunenforceable, the other provisions of the
Agreement will remain enforceable, and the invalid

16 

or unenforceable provision will be deemed modified so that it is valid and
enforceable to the maximum extent permitted by law. 

i) Export Control. Company User may not use, export, import, or transfer
TravelBank Properties except as authorized by U.S. law, the laws of the
jurisdiction in which it obtained TravelBank Properties, and any other
applicable laws. In particular, but without limitation, TravelBank Properties
may not be exported or re-exported (a) into any United States embargoed
countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List
or Entity List. By using TravelBank Properties, Company User represents and
warrants that: (i) it is not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a
“terrorist supporting” country and (ii) it is not listed on any U.S. Government
list of prohibited or restricted parties. Company User will not use TravelBank
Properties for any purpose prohibited by U.S. law, including the development,
design, manufacture or production of missiles, nuclear, chemical or biological
weapons. Company User acknowledges and agrees that products, services or
technology provided by TravelBank are subject to the export control laws and
regulations of the United States. Company User shall comply with these laws and
regulations and shall not, without prior U.S. government authorization, export,
re-export, or transfer TravelBank services or technology, either directly or
indirectly, to any country in violation of such laws and regulations. 

j) Relationship of the Parties. Both Parties are independent contractors with
respect to each other. Neither Party is, nor shall be, deemed to be an employee,
agent, partner or legal representative of the other Party for any purpose and
shall not have any right, power or authority to create any obligation or
responsibility on behalf of the other Party. 

k) International Users. Some of the TravelBank Properties may be accessible from
countries around the world and may contain references to Services and Content
that are not available in Company User’s country. These references do not imply
that TravelBank intends to announce such Services or Content in Company User’s
country. TravelBank Properties are controlled and offered by TravelBank from its
facilities in the United States of America. TravelBank makes no representations
that TravelBank Properties are appropriate or available for use in other
locations. Those who access or use TravelBank Properties from other
jurisdictions do so at their own volition and are responsible for compliance
with local law. 

l) Dispute Resolution. To the extent that TravelBank, in its sole discretion,
determines that TravelBank cannot adequately defend itself against claims or
disputes in connection with or against Individual Users (e.g. through
arbitration, mediation, and/or litigation) without bringing Company User into
such claim or dispute as a third party, Company User expressly understands and
agrees to join such claims or disputes as a third-party for the benefit of
TravelBank. 

m) Changes to the Agreement. This TOS Agreement is subject to change by
TravelBank in its sole discretion at any time. When changes are made, TravelBank
will make a new copy of the TOS Agreement available on the Website and within
the Application at https://travelbank.com/company-terms-of-service/. TravelBank
will also update the “Last Updated” date at the top of this TOS Agreement. If
TravelBank makes any material changes, TravelBank will also send an e-mail to
Company Users and Individual Users. Any changes to the Agreement will be
effective immediately for new Company Users of TravelBank’s Website,
Application, or Services and will be effective for existing Company Users upon
the earlier of thirty (30) days after posting notice of such changes on the
Website or thirty (30) days after dispatch of an e-mail notice of such changes
to the Company Administrator. TravelBank may require Company User to provide
consent to the updated Agreement in a 

17 

specified manner before further use of Website, Application, and/or Services is
permitted. If Company User does not agree to any change(s) after receiving a
notice of such change(s), Company User shall stop using the Website,
Application, and Services immediately. Otherwise, Company User’s continued use
of Website, Application, and/or Services constitutes its acceptance of such
change(s). 

n) Entire Agreement. The Agreement (including any Supplemental Terms, if
applicable) is the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior
discussions between the parties with respect to such subject matter. 

RIDER A: SUPPLEMENTAL TERMS FOR SAVINGS AND REWARDS PROGRAM 

Last Updated: June 28, 2023

The TravelBank Rewards Program allows Company User to establish a rewards
program whereby reward points (“Reward Points”) can be earned through use of the
Services based upon the identified incentives (“Incentives”).  Reward Points may
be redeemed by a Rewards Program Participant (defined below) or returned to the
Company User, subject to the terms and conditions contained herein and in
separate terms provided to each Rewards Program Participant. These Supplemental
Terms (the “Rewards Program Terms”) govern the establishment of functioning of
the Rewards Program and are incorporated into the TOS Agreement.

1. Eligibility.

a) Company Participation. Company User may participate in the TravelBank Rewards
Program, and enable its Employees to participate, by entering into an order
form, executed by both TravelBank and Company User. Company User may withdraw
from the Rewards Program at any time through providing 30 days’ written notice
to TravelBank.

b) Rewards Program Participant. To be eligible to participate in Company User’s
TravelBank Rewards Program, an Employee must meet all of the following criteria:
(a) be of the age of majority; (b) agree to and abide by the End User Terms of
Use (including the Supplement Terms for Rewards Program); (c) reside in a
jurisdiction that legally permits participation in the Rewards Program; (d) not
be a resident of a country subject to an embargo or designated as state sponsors
of terrorism or otherwise embargoed by the United States government. Each
Employee meeting the foregoing criteria is a “Rewards Program Participant; and
(e) be duly employed or otherwise duly associated with Company User in
accordance with the requirements of Company User to maintain eligibility to
accumulate and redeem Reward Points.

2. Enrollment. For each TravelBank Company Network participating in the
TravelBank Rewards Program, a Manager must provide TravelBank with a valid and
updated Authorization for Direct Payment via ACH (ACH DEBIT) for Company User;
at TravelBank’s discretion, a  valid and updated credit card information may
also be used (each a “Selected Payment Method”). Company User authorizes
TravelBank to use the Selected Payment Method(s) to offset the costs of the
Reward Points. Company User is responsible for maintaining complete and accurate
information regarding the Selected Payment Method(s).

3. Earning Reward Points.

a) Rewards Program Process.Company User, in conjunction with TravelBank,
determines the Incentives to be used in determining the accrual of Reward
Points. A Rewards Program Participant must perform the specific requirements set
forth in the Incentive that is identified through the Services. For example, a
Rewards Program Participant’s account may be awarded Reward Points if his or her
final expenses associated with a particular approved trip are less than the
budget created by the Employee for the trip through the Budget Creator and
approved by her Manager through the TravelBank Company Network (“Budget”). A
Rewards Program Participant may also earn Reward Points after fulfilling other
specific actions, which will be communicated to the Rewards Program Participant
by TravelBank. Each Incentive may have terms and conditions, restrictions or
requirements that are specific to it and all such terms, restrictions and
requirements must be met to earn the designated Reward Points.

b) Tracking Reward Points. Awarded Reward Points can be tracked through the
Rewards Program Participant’s account.

4. Redeeming Points.

a) Redemption Only Through the Rewards Center. Reward Points may be redeemed
only for products and services available through the TravelBank Reward Center
made available through the Services (the “Rewards Center”). A Rewards Program
Participant must follow the established redemption procedures. Reward Points are
subtracted from an account upon redemption.

b) Reward Points are not Vested. A Rewards Program Participant may redeem the
Reward Points allocated to them. Reward Points may NOT be sold, exchanged,
bartered, transferred, or given away. The value of Reward Points may vary
according to how a Rewards Program Participant choses to use them. Accumulated
points belong to Company User and are not the property of the Rewards Program
Participant. The accumulation of Reward Points in an account does not entitle a
Rewards Program Participant to any vested rights with respect to the Rewards
Program or the Reward Points.  Company User has the right at any time to
terminate its Rewards Program and request a refund for any unredeemed Reward
Points.

c) Third Party Terms. When Reward Points are redeemed for products and services
offered by third parties (e.g., flights offered by airlines, hotel
accommodations), all products or services purchased through the redemption of
Reward Points are governed by such third-party terms. TravelBank has no
liability for the acts or omissions of any third party, including third parties
whose products and services are made available through the TravelBank Store.

5. Termination of Reward Points on Inactive Accounts (12 MONTHS). Accrued Reward
Points will be forfeited without notice on the last day of the twelfth (12)
month after the last activity on an Account, or if an Account is cancelled. An
Account is deemed inactive if there has been no Reward Point accrual or
redemption within 12 months.

6. Termination and Suspension of a Rewards Program Participant. Company User and
TravelBank reserve the right at any time to limit enrollment in the Rewards
Program or discontinue participation in the Rewards Program for any Rewards
Program Participant. Company User or TravelBank may void or cancel a Rewards
Program Participant’s entire Reward Point balance at their discretion, for any
reason, including if any Reward Points in an account are issued, received, or
redeemed through fraud or theft, or otherwise illegally, or not as authorized in
these Rewards Program Terms. These rights are in addition to any other legal or
equitable remedy which may be available to Company User or TravelBank under
applicable law. At any time if Reward Program Participant is no longer deemed
eligible for participation in the Rewards Program by the Company User including,
but not limited to, a change in employment status, all Reward Points shall be
deemed forfeited. All Reward Points are deemed forfeited when the Services are
terminated.

7. Suspension, Modification and Termination of the Rewards Program.

a) Right to Suspend, Modify or Terminate. TravelBank reserves the right, at its
sole discretion, to suspend, modify or terminate the Rewards Program, in whole
or in part; to add, delete or change available Reward Points or Incentives; to
modify, limit or suspend the use of or redemption of Reward Points or the
availability of Incentives in any respect; to modify or change redemption
procedures; to modify, limit or suspend the collection of Reward Points,
including but not limited to imposing time limits and changes in Reward Point
values. TravelBank may make these changes even though the changes may affect the
value of Reward Points already accumulated at any time and from time to time.

b) Notice of Modification of the Rewards Program. If TravelBank makes changes
that it believes will have a material impact on Company User’s or a Rewards
Program Participant’s use of the Rewards Program, TravelBank will notify Company
User and the Rewards Program Participant by sending an email to the current
email addresses on file, and by noting on the Services that the Rewards Program
Terms have been updated. The effective date of any change in these Rewards
Program Terms will be the date specified in the notice. If you (or a Rewards
Program Participant) disagree with the changes to these Rewards Program Terms,
you may opt out of the Rewards Program by terminating these Rewards Program
Terms by providing written notice to TravelBank. Company User’s ongoing use of
the Rewards Program after the changes take effect signifies your agreement to
the new terms.

8. Specific Terms

a) Compliance with Laws. Company User and each Rewards Program Participant must
comply at all times with all laws, rules, and regulations applicable to the
Rewards Program and the granting and use of the Reward Points.

b) Tax Liability. The receipt or redemption of Reward Points may be subject to
tax liability. Any tax liability, including reporting of tax liability to the
Internal Revenue Service or other taxing authorities, with respect to the
receipt or use of Reward Points is solely Company User’s responsibility.
TravelBank reserves the right to report the receipt or redemption of Reward
Points to the Internal Revenue Service and other taxing authorities.



RIDER B: SUPPLEMENTAL TERMS FOR TRAVEL RESERVATIONS PROGRAM 

Last Updated: June 16, 2020 

These Supplemental Terms (the “Travel Reservations Terms” or “Agreement”)
governing the reservation, purchase, and use of all Travel Services (as defined
below) offered for sale by TravelBank are incorporated into the TOS Agreement.
All terms not defined in these Travel Reservations Terms have the meaning
provided to them in the TOS Agreement. 

All bookings of Trips are also subject to the Terms and Conditions of the
Supplier of the Travel Service(s) incorporated in your reservation. By placing a
reservation with TravelBank, you agree to abide by all the Terms and Conditions
of the applicable Suppliers, and to be bound by the limitations therein. Expedia
Partner Solutions terms and conditions apply and are available at:
http://developer.ean.com/terms/en/. If the Supplier’s Terms and Conditions are
ever in conflict with the Travel Reservations Terms (or TOS) of TravelBank,
TravelBank’s TOS Agreement, including this Rider, will control all issues
relating to the liabilities and responsibilities of TravelBank. 

1.Definitions.

a)“TravelBank” and/or “we” or “us” refer to Travelator, Inc. doing business as
TravelBank.

b)“Application” and/or “App” refers to the TravelBank mobile application
(“TravelBank App”)that is available through the Apple App Store or Google Play.

c)“Travel Service” and/or “Travel Services” encompass: airfare, including
add-ons to airfarepurchases; ground transportation, including car rentals and
rideshare services;accommodations, including hotel rooms, room sharing, resorts,
or other lodgings; travelplanning, including consultation and logistics; trip
insurance and any other travel or travelrelated products offered or sold by
TravelBank.

d)“Travel Reservations Program” is an additional component of
TravelBank’sServices. TravelBank Users may secure Travel Services via the
TravelBank App or agents.

e)The term “Trip” is defined as any Travel Service, or package of Travel
Services, offered orsold by TravelBank.

f)“Traveler” is any User of the TravelBank App who subsequently books a
reservation forTravel Services.

g)Travel Service Supplier (“Suppliers”) are any third-party providers of Travel
Services.

2.Modification of Our Travel Reservations Terms. Our Travel Reservations Terms
may be amendedor modified by us at any time, without notice, on the
understanding that such changes will notapply to Trips booked prior to the
amendment or modification. It is therefore essential that youconsult and accept
our Travel Reservations Terms at the time of making a booking, particularly
inorder to determine which provisions are in operation at that time in case they
have changed sincethe last time you placed an order with TravelBank or reviewed
our Travel Reservations Terms.

3.Prices and Surcharges.

a)Only items and fees explicitly advertised as included in the price of a Travel
Service will beincluded as part of Travel Service’s advertised price. We use
commercially reasonableendeavors to publish and maintain accurate prices and
information for our services via theTravelBank App and through our agents.
Suppliers provide us with the price, availability andother information related
to these Services. In the event, however, that a Service is listed orprovided to
us at an incorrect price or with incorrect information due to typographical
error orother error in pricing or service information received from a Travel
Service Supplier, we retainthe right to refuse or cancel any Reservation placed
for such Travel Service, whether or notthe order has been confirmed and/or your
credit card charged. If your credit card has already

been charged for the purchase and your Reservation is canceled because of
incorrect hotel, airline, or car provider information, we will promptly issue a
credit to your credit card account in the amount of the charge. b)We expressly
reserve the right to correct any pricing errors on our App and/or on
pendingreservations made under an incorrect price. In such event, if available,
we will offer you theopportunity to keep your pending reservation at the correct
price or we will cancel yourreservation without penalty.

c)Our prices are contractual tariffs. No claim relating to the price of a Trip
will be consideredonce the reservation is effective. All prices are quoted in US
dollars (USD) unless otherwisedenoted. Rates for Travel Services are based on
tariffs and exchange rates in effect at thetime of posting and are subject to
change prior to departure. Substantial changes in tariffs,exchange rates, the
price of fuel, Services and labor sometimes increase the cost of TravelService
arrangements significantly.

4.Cancellation, Substitution, and Alteration Policies.

a)Cancellations or Modifications attributable to Traveler: Cancellation,
substitution, and/oralteration terms vary by Supplier. It is your responsibility
to familiarize yourself with the termsof your Supplier prior to purchase, so we
urge you to read them carefully.

b)Cancellations and/or Alterations not attributable to Traveler: Due to Force
Majeure or supplierrequests, changes and/or cancellations may need to be made to
confirmed bookings. Whilewe always endeavor to avoid changes and cancellations,
we must reserve the right to doso and to substitute alternative arrangements of
comparable monetary value. TravelBankreserves the right to adjust the Travel
Service or change the modes of ground and air travel,change the quality of
accommodations or otherwise change the Travel Service without priornotice. We
accept no liability for loss of enjoyment as a result of these changes.
Anyadditional charges incurred arising from the postponement, delay or extension
of a Trip oradjustment to the itinerary due to Force Majeure will be the
Traveler’s responsibility.TravelBank will attempt to provide Traveler advanced
notice of any changes to a Trip orServices to the extent commercially possible.

5.Issuing Travel Documents. Travel documents will only be sent to the purchasing
Traveler whoplaces the order and personally agrees to these Terms and
Conditions. Should you change youremail address, phone number, or address before
your departure date, you are required to adviseus of the change. If a Traveler
provides incorrect information to TravelBank, we do not assumeany liability if
the Trip is adversely affected or made impossible by the non-receipt of
traveldocuments.

6.Travelers with Special Needs or Disabilities. If you have special needs (e.g.,
wheelchairaccessible room, traveling with seeing eye dog, etc.) you must call
all relevant Suppliers for yourTrip ahead of time and verify that special needs
can be met. Depending on their terms andconditions, your reservation may be
refunded, canceled or modified if special handicapped needscannot be met.
TravelBank make no guarantee as to the ability of any Travel Supplier to meet
thespecial needs of disabled clients.

7.Insurance. Should you have to cancel your Trip because of illness, injury or
death to you or animmediate family member, depending on the type of coverage
purchased, Trip cancellationinsurance may protect some or all deposits and
payments for both air and Trip costs. Tripcancellation and interruption
penalties can be significant. Purchasing Trip cancellation insuranceat a much
later date may limit some of the coverage as to pre-existing or other
conditions. It isTraveler’s responsibility to understand the limitations of
their insurance coverage and purchaseadditional insurance as needed. It is the
Traveler’s sole responsibility to research, evaluate and

purchase appropriate coverage. Traveler agrees that TravelBank is not
responsible for any uninsured losses. 

8.Passports, Visas, Reciprocity Fees, and Travel Health Requirements. It is
Traveler’s soleresponsibility to verify they have all the necessary visas,
transit visas, passport, and vaccinationsprior to travel and paid any required
reciprocity fees for their destination.

a)A full and valid passport is required for all persons traveling to any of the
destinations outsidethe U.S. that we feature. You must obtain and have
possession of a valid passport, all visas,permits and certificates, and
vaccination certificates required for your entire Trip. Mostinternational Trips
require a passport valid until at least six (6) months beyond the scheduledend
of your Itinerary.

b)Non-U.S. citizens should contact the appropriate consular office for any
requirementspertaining to their Trip. Further information on entry requirements
can be obtained from theState Department, by phone (202) 647-5335 or at
https://travel.state.gov/ or directly from thedestination country’s website.

c)Some countries require you to be in possession of a return ticket or exit
ticket and havesufficient funds, etc. Similarly, certain countries require that
the Traveler produce evidence ofinsurance/repatriation coverage before it will
issue a visa.

d)You must carefully observe all applicable formalities and ensure that the
surnames andforenames used for all passengers when making a booking and
appearing in your traveldocuments (booking forms, travel tickets, vouchers,
etc.), correspond exactly with thoseappearing on your passport, visas, etc.

e)Immunization requirements vary from country to country and even region to
region. Up-todate information should be obtained from your local health
department and consulate. Youassume complete and full responsibility for, and
hereby release TravelBank from, any duty ofchecking and verifying vaccination or
other entry requirements of each destination, as well asall safety and security
conditions of such destinations during the length of the proposedtravel or
extensions expected or unexpected. For State Department information
aboutconditions abroad that may affect travel safety and security, you can
contact them by phoneat (202) 647-5335. For foreign health requirements and
dangers, contact the U.S. Centers forDisease Control (CDC) at (404) 332-4559,
use their fax information service at (404) 332-4565,or go to
http://wwwnc.cdc.gov/travel/.

f)IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HOLD THE CORRECT, VALIDDOCUMENTS
FOR THE COUNTRIES YOU ARE VISITING AND HAVE OBTAINED THENECESSARY VACCINATIONS,
CLEARANCE TO TRAVEL, AND HOLD THE NECESSARYCONFIRMATIONS FOR MEDICATIONS
REQUIRED AS WE CANNOT BE HELD LIABLE FOR ANYILLNESS, DELAYS, COMPENSATION,
CLAIMS AND COSTS RESULTING FROM YOUR FAILURETO MEET THESE REQUIREMENTS.
TRAVELBANK DISCLAIMS ALL RESPONSIBILITIES ORLIABILITIES IF YOU ARE REFUSED
PASSAGE ON ANY AIRLINE, TRANSPORT OR ENTRY INTOANY COUNTRY DUE TO THE FAILURE ON
YOUR PART TO CARRY OR OBTAIN THE CORRECTDOCUMENTATION. IF FAILURE TO DO SO
RESULTS IN FINES, SURCHARGES, CLAIMS,FINANCIAL DEMANDS OR OTHER FINANCIAL
PENALTIES BEING IMPOSED ON US, YOU WILLBE RESPONSIBLE FOR INDEMNIFYING AND
REIMBURSING US ACCORDINGLY.

9.Accommodations.

a)“Accommodations” are any lodgings in a dwelling or similar living quarters
afforded toTravelers including, but not limited to, hotels, short term
apartment, room or couch shares,motels, and resorts. TravelBank provides the
accommodations for its Trips through third-party Suppliers and retains no
ownership or management interest in those Accommodations.TravelBank does not
guarantee the location or the amenities of the Accommodations nor theperformance
of the third-party Supplier. If any issues arise, please contact
theowner/operators of the respective Accommodations directly.

b)Accommodations and living standards may vary from country to country and
region toregion. TravelBank makes no guarantees about Accommodation living
standards. Anyadditional costs, i.e. upgrades etc., will be borne by the
Traveler.

c)Prices of Accommodations are based on double occupancy unless described
otherwise. Ifyou prefer single Accommodations, some Accommodations require you
to pay a singlesupplement fee which can vary depending on the Accommodation.

10.Air Transport.

a)General: TravelBank’ responsibilities in respect to air travel are limited by
the relevant airline’sContract of Carriage. All airlines’ Contracts of Carriage
are available for view publicly on theirwebsites and at their office branches.
TravelBank is not able to specify the type of aircraft tobe used by any airline
or guarantee seat assignments. In addition, TravelBank is notresponsible for
losses due to cancelled flights, seats, or changed flight itineraries.
Airlinesretain the right to adjust flight times and schedules at any time, and
these changes mayinclude a change in the airline you fly, your aircraft type or
destination. Such alterations donot constitute a significant change to your Trip
Itinerary. If an airline cancels or delays aflight, you should work with the
airline to ensure you arrive at your destination on or ahead oftime. TravelBank
will not provide any refund for Trips missed, in part or full, due to
missed,cancelled or delayed flights, or other flight irregularities including,
without limitation, deniedboarding whether or not you are responsible for such
denial. Airline flights may beoverbooked. A person denied boarding on a flight
may be entitled to a compensatorypayment or other benefits from the airline. The
rules for denied boarding are available at allticket counters in your Contract
of Carriage. The airline fulfilling your reservation may changefrom the airline
displayed on our website.

b)Flight Times: The flight times given by TravelBank are for general guidance
only and aresubject to change. Up-to-date flight times will be shown on the
tickets. Traveler must checkthe tickets very carefully immediately upon receipt
of the latest timings.

c)Failure to Check-in on the outward journey (on a charter or scheduled flight)
will automaticallyresult in cancellation of the return flight by the airline. We
would encourage you to contact uson the date of departure if you wish us to keep
the return flight open; this decision remains atthe discretion of the airline
company.

d)Flight Connections: If any booked flight connecting with your outbound or
inbound flight iscancelled or delayed, the airlines reserve the right to provide
that transport by any othermeans (coach/bus, train, etc.). If you organize your
own connecting transport with thearrangements booked with TravelBank, we would
advise that you reserve flexible orrefundable tickets in order to avoid the risk
of any financial loss. You are also advised not tomake any important
appointments for the day following your return date. TravelBank cannotaccept
responsibility for the consequences of delays (such as a cancelled scheduled
flight) inthe context of connecting transport organized by you.

e)Non-Use of Flight Segments: You agree not to purchase a ticket or tickets
containing flightsegments that you will not be using, such as a “point-beyond”,
“hidden-city”, or “back-to-backtickets”. You further agree not to purchase a
round-trip ticket that you plan to use only forone-way travel. You acknowledge
that the airlines generally prohibit all such tickets, andtherefore we do not
guarantee that the airline will honor your ticket or tickets. You agree
toindemnify TravelBank against any airline claims for the difference between the
full fare ofyour actual itinerary and the value of the ticket or tickets that
you purchased.

f)Luggage: TravelBank assumes no liability for any loss or damage to baggage or
personaleffects, whether in transit to or from a Trip, or during a Trip. The
airline is liable to you for thebaggage you entrust to it only for the
compensation contemplated in the internationalconventions and relevant statutes.
In the event of damage, late forwarding, theft or loss ofluggage, you should
contact the your airline and declare the damage, absence or loss of yourpersonal
effects before leaving the airport, and then submit a declaration, attaching
theoriginals of the following documents: the travel ticket, the baggage check-in
slip, and the

declaration. It is recommended that you take out an insurance policy covering
the value of your items. g)Additional and oversized baggage fees: Most airlines
have their own policy regardingluggage. We recommend that you check with your
airline ahead of time for any weightrestrictions and additional charges relating
to checked baggage. You will be responsible forpaying to the airline any
additional charges for checked or overweight baggage, including, butnot limited
to, golf bags and oversized luggage. If you exceed the weight limit set by
yourairline, and excess weight is permitted, you must pay a supplement directly
to the airline atthe airport.

h)Carriage of Hazardous Material: Federal law forbids the carriage of hazardous
materialsaboard aircraft in your luggage or on your person. A violation can
result in five years’imprisonment and penalties of $250,000 or more. Hazardous
materials include explosives,compressed gases, flammable liquids and solids,
oxidizers, poisons, corrosives andradioactive materials. Examples: Paints,
lighter fluid, fireworks, tear gases, oxygen bottles,and radio-pharmaceuticals.
There are special exceptions for small quantities (up to 70ounces total) of
medicinal and toilet articles carried in your luggage and certain
smokingmaterials carried on your person.

i)Pregnancy: Different airlines have their own restrictions on when pregnant
woman may fly ontheir plane, which can range from prohibiting flying anywhere
from 7 to 30 days by the duedate. It is your responsibility to check the
restrictions of your particular airline. If you aredenied boarding, TravelBank
will not be responsible for any resulting cancellation fees andcharges.

j)Stop-Overs: Direct flights may be “non-stop” or may involve one or more
stop-overs (in thelatter case this means the same flight by the airline, because
the flight number remains thesame). The same applies to connecting flights that
may be subject to crew changes. Whenyou reserve a scheduled or charter flight
involving a stop-over in a town, and the second flighttakes off from a different
airport to the airport of arrival, ensure that you have sufficient timefor
reaching the second airport. The journey to the other airport is at your
ownexpense. TravelBank will not be able to reimburse you for these costs, nor
will it be liable ifyou miss the second flight.

k)Issuance of e-tickets: As of June 1st, 2008, the International Air Transport
Association (IATA)has imposed new rules with regard to the issuing of air travel
tickets. As of that date, travelagencies and airlines have an obligation to only
issue travel tickets via electronic means (i.e.electronic ticket or “e-ticket”).
Due to technical constraints to do with airline’s restrictions inrelation to
certain requirements (infants under the age of 2, inter-airline agreements,
groups,etc.), it may be impossible to issue an electronic ticket. Therefore,
though a flight may beshown as available, it might prove impossible for us to
honor your reservation. This situation,which is outside our control, will not
result in liability on our part. If we cannot issue you an e-ticket, we will
contact you to propose an alternative route solution. This could involve
adifferent tariff and/or additional costs for which you would be responsible. In
the event of theabsence of an alternative solution, your refusal to pay any
tariff difference, or if the issuanceof tickets proves impossible, we would be
forced to cancel your reservation at no cost to you.We will provide you with a
full refund within 30 days after determining that there is noalternative
solution possible.

11.Marketing Materials and Illustrative Photos. TravelBank endeavors to
illustrate the TravelServices it offers using photographs or illustrations that
provide a realistic representation of theServices. However, please note that
photographs and illustrations appearing in descriptions arefor illustrative
purposes only. They are not contractual nor are they to be construed
asguarantees of the conditions of the Travel Services pictured at the time of
your Trip.

12.Local Customs, Laws, and Travel Risks.

a)Travelers may be traveling to foreign countries, with different customs,
standards, laws andrisks than those Travelers are accustomed to. Traveler
understands that they must beprepared to cope with the unexpected, with local
customs and shortages, with the vagaries ofweather, travel and mankind in
general. As such, Traveler acknowledges and accepts therisks associated with
travel in a foreign country and agrees to release and hold TravelBankharmless
for any such problems experienced while participating in their Trip.

b)Although most travel to participating destinations is completed without
incident, travel tocertain areas may involve greater risk than others. You
assume sole responsibility for yourown safety at any destination traveled to.
TravelBank does not guarantee your safety at anytime, and assumes no
responsibility for gathering and/or disseminating information for yourelating to
risks associated with your destinations. BY OFFERING OR FACILITATING TRAVELTO
CERTAIN DESTINATIONS, WE DO NOT REPRESENT OR WARRANT THAT TRAVEL TOSUCH POINTS
IS ADVISABLE OR WITHOUT RISK, AND WE SHALL NOT BE LIABLE FORDAMAGES OR LOSSES
THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.

13.Notices. The communications between you and TravelBank use electronic means,
whether youvisit TravelBank Properties or send TravelBank e-mails, or whether
TravelBank posts notices onTravelBank Properties or communicates with you via
e-mail. For contractual purposes, you (1)consent to receive communications from
TravelBank in an electronic form; and (2) agree that allterms and conditions,
agreements, notices, disclosures, and other communications thatTravelBank
provides to you electronically satisfy any legal requirement that
suchcommunications would satisfy if it were to be in writing. The foregoing does
not affect yourstatutory rights. Any notices required or permitted hereunder
shall be given:

a)If to TravelBank, via email to: legal@TravelBank.com

b)If to Traveler, at the email or physical address provided by Traveler during
the registrationprocess. Notice provided to the Traveler’s email address shall
be deemed sufficient notice.

14.Seller of Travel Registration Information.

a)California Registration Info: TravelBank is registered with the California
Department ofJustice. CST#2126028. Registration as a seller of travel does not
constitute approval by theState of California.i.California law requires certain
sellers of travel to have a trust account or bond toprotect consumer’s money.
This business has a trust account.

ii.This business is a participant in the Travel Consumer Restitution
Corporation(TCRC). You, the passenger, may request reimbursement from TCRC if
you areowed a refund of more than $50 for transportation or travel services
which wasnot refunded in a timely manner by a seller of travel who was
registered andparticipating in the TCRC at the time of sale. The maximum amount
which maybe paid by the TCRC to any one passenger is the total amount paid on
behalf ofthe passenger to the Seller of Travel, not to exceed $15,000. * Please
note that ifyou were outside of California at time of purchase, such
transactions are notcovered by the TCRC. A claim must be submitted to the TCRC
within six monthsafter the scheduled completion date of the travel. A claim must
includesufficient information and documentation to prove your claim and a
$35processing fee. You must agree to waive your right to other civil
remediesagainst a registered participating seller of travel for matters arising
out of a salefor which you file a claim with the TCRC, if you were located in
California at thetime of the sale. You may request a claim form by writing to:
Travel ConsumerRestitution Corporation, P.O. Box 6001, Larkspur, CA 94977-6001;
or by faxing arequest to :415-927-7698.

b)Florida Registration No. 40647

c)Iowa Registration No. 1335

d)Washington Registration No: 603-524-419

15.Limitation of Liability.

a)IN NO EVENT SHALL TRAVELBANK BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT,EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND,
INCLUDINGWITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF OPPORTUNITY OR OTHER
PECUNIARYLOSS, EVEN IF TRAVELBANK HAS BEEN ADVISED OF THE POSSIBILITY OR
PROBABILITY OFSUCH DAMAGES OR LOSSES, WHETHER SUCH LIABILITY IS BASED UPON
CONTRACT, TORT,NEGLIGENCE OR OTHER LEGAL THEORY. IN NO EVENT SHALL TRAVELBANK’S
TOTALAGGREGATE LIABILITY TO THE TRAVELER FOR CLAIMS ARISING UNDER THIS
AGREEMENTEXCEED THE TOTAL AMOUNTS PAID BY THE TRAVELER TO TRAVELBANK UNDER
THISAGREEMENT.

b)TRAVELBANK OFFERS VARIOUS TRAVEL SERVICES PROVIDED BY THIRD PARTYSUPPLIERS.
TRAVELBANK RETAINS NO OWNERSHIP INTEREST, MANAGEMENT, ORCONTROL OF THOSE
THIRD-PARTY SUPPLIERS. TO THE FULLEST EXTENT PERMITTED BYLAW, TRAVELBANK DOES
NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH,LOSS, ACCIDENT OR DELAY DUE
TO AN ACT OR OMISSION OF ANY THIRD PARTIES(INCLUDING THIRD PARTY SUPPLIERS),
GOVERNMENTAL AUTHORITY, OR ACTSATTRIBUTABLE TO YOU YOURSELF, INCLUDING, WITHOUT
LIMITATION, NEGLIGENT ORRECKLESS ACTS.

16.Disclaimer of Warranties. The inclusion or offering of any Travel Services by
TravelBank does notconstitute any endorsement or recommendation of such products
or services. UNLESSOTHERWISE STATED, ALL GOODS AND SERVICES OFFERED BY
TRAVELBANK ARE PROVIDED TOYOU ON AN “AS IS,” “AS AVAILABLE” BASIS. Certain kinds
of information, such as Hotel ratings,should be treated as broad guidelines.
TravelBank does not guarantee the accuracy of thisinformation. TO THE FULLEST
EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,TRAVELBANK DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHEREXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY, SUITABILITY FOR A
PARTICULAR PURPOSE, TITLE, UNINTERRUPTEDSERVICE, AND ANY WARRANTIES ARISING OUT
OF A COURSE OF PERFORMANCE, DEALING ORTRADE USAGE FOR ALL GOODS AND SERVICES
SOLD BY/THROUGH TRAVELBANK. Applicablelaw in your jurisdiction may not allow the
exclusion of implied warranties, so the above exclusionsmay not apply to you.

17.Indemnification and Release.

a)You hereby release TravelBank Parties and their successors from claims,
demands, any andall losses, damages, rights, and actions of any kind, including
personal injuries, death, andproperty damage, that is either directly or
indirectly related to or arises from your use ofTravel Services, Traveler’s
participation in a Trip, including but not limited to, any interactionsof any
kind arising in connection with or as a result of the Agreement or your use
ofTravelBank Properties. If you are a California resident, you hereby waive
California Civil CodeSection 1542, which states, “A general release does not
extend to claims which the creditordoes not know or suspect to exist in his
favor at the time of executing the release, which, ifknown by him must have
materially affected his settlement with the debtor.

b)Traveler hereby also agrees to indemnify, defend and hold harmless TravelBank
from andagainst any and all damages, losses, claims, liabilities, deficiencies,
costs, fees (includingreasonable attorneys’ fees) and expenses, arising out of
any claim brought against

TravelBank regarding, resulting, or arising from Traveler’s participation in a
Trip or Traveler’s reservation of Travel Services. 

RIDER C: SUPPLEMENTAL TERMS FOR EXPENSE MANAGEMENT 

Last Updated: June 16, 2020 

The TravelBank Expense Management allows enrolled Companies and its employees to
use the Application to track and submit business expenses for review and
approval. Companies may also elect to use TravelBank’s “Reimbursement” feature. 

These Supplemental Terms (the “Expense Management Terms”) governing the expense
management and reimbursement software and services from TravelBank are
incorporated into the TravelBank Terms of Service (the “TOS Agreement”). All
terms not defined below have the meaning provided to them in the TOS Agreement. 

1.Requirements for Enablement of Reimbursements. For TravelBank to enable
theReimbursement feature, Company User understands and agrees to the
following:a)TravelBank shall process all reimbursements via the Automated
Clearing House (“ACH”)network; and

b)Prior to enabling Reimbursements, an authorized Company Administrator shall
establishaccess for TravelBank to the Company’s “Financial Institution” via the
Application; and

c)Company User shall at all times ensure maintain access to a verifiable,
reputableFinancial Institution with the appropriate, secured processes to enable
withdrawal anddelivery of monies to TravelBank; and

d)Company User shall be responsible for ensuring its employees who desire to
receive theirreimbursements via TravelBank have established a proper connection
to a bank accountthat is capable of receiving monies via ACH deposit; and

e)From time to time, the ACH process between financial institutions may be
delayed ordisrupted due to no fault of TravelBank’s; and

f)Company User represents that any expense reimbursement paid to Company
User’sEmployee(s) using the TravelBank Properties is done so through an
accountable plan, asdescribed by Treas. Reg. § 1.62-2(c). If the reimbursements
paid by Company User to theIndividual User(s) of the TravelBank Company Network
using TravelBank Propertieswithholdings are not done so through an accountable
plan as described by Treas. Reg. §1.62-2(c), Company User agrees to withhold and
remit all necessary federal, state andlocal tax and file all associated
information returns with the respective tax authority.Company User acknowledges
and agrees that TravelBank, its affiliates, and employeesdo not provide tax
advice to it, Individual Users, or any Other Users. Please contact a taxadvisor
for any such advice.

g)Company User authorizes and grants TravelBank access to Company User’s
FinancialInstitution for the limited purpose of making withdrawals and transfers
as appropriate ornecessary in fulfill the Reimbursement services.

2.Company User Obligations. Use of Reimbursements obliges the Company User to
warrant thefollowing:a)Sufficiency of Funds. Company User it will ensure that it
has immediately available fundsin its Financial Institution to cover its
Reimbursement obligations at all times during theterm of this Agreement and
until all due monies to its employees are fully reimbursed.

b)Reserve Fund. TravelBank reserves the right to require and verify that
sufficient,immediately available funds be in Company’s Financial Institution
prior to processing anyreimbursements. If balances in the Financial Institution
are insufficient to cover theaggregate amount of reimbursement requests,
TravelBank shall have no obligation tocomplete the reimbursements. Further,
Company User agrees that any resulting fees dueto the insufficiency of funds
imposed by the Financial Institution shall be the soleresponsibility of Company
User.

c)AdherencetoRegulations.CompanyUser agreesthatitwillnotgeneratetransactionsthat
violateapplicablelaw,includingthelawsorregulationsoftheUnitedStates,orofanyothercountrywhich
hasjurisdictionoverCompanyUser.Thisincludes,butisnotlimitedto,sanctionlaws
administered bytheOfficeof Foreign Assets
Control(“OFAC”).CompanyUsercanobtaininformationregardingsuch
OFACenforcedsanctionsfromtheOFAC’shomepagesiteat www.ustreas.gov/ofac.

d)Adherence toCompanyPolicies.Itis thesoleresponsibilityof
CompanyUsertoensurethatany
employee-submittedrequestsforreimbursementsarereviewedandapprovedinaccordancewithCompany’sinternal
accountingguidelinesandworkflows.CompanyUserexpresslyreleasesTravelBankfromall
responsibilitiesandliabilitiestoreviewCompany-approvedreimbursement
requestsfromimproper,inappropriateorillegal
useofCompanyfunds.TravelBankisalsonot liableforanyduplicate,fraudulent
orimpropertransactions.IfTravelBankidentifiesquestionablereimbursementrequests,itshallremitall
knowninformationtotheCompanyAdministrator,whoshall
beresponsibleforconductinginternal investigationsandaudit.TravelBankwill
makeeveryeffort tosupportCompany’sinternalreviewsandauditstotheextent
allowedbyall privacyandsecuritylaw.

3.TravelBank’s Obligations.

a)UponreceivingcompleteandaccurateInstructionsfromCompany,TravelBankwillprocess,transmit,andsettleall
requested transactionsina
timelyandprofessionalmanner,incompliancewiththetermsofthisAgreement.

b)TravelBankwill makeall commerciallyreasonableeffortstoensureitsdata
privacyandsecuritylawsareinaccordancewithindustrystandards.

c)Inthe eventthereisanissuewithanytransactionprocessing,TravelBankwill
notifyCompanyUserand/orimpactedemployeesina
timelyfashionsotheissuescanberectified.

4.TravelBank’s Reserved Rights.

a)Adherence toLaw.TravelBankshall
bepermittedtoretainanyreimbursementpaymentsforupto three(3)businessdaysprior
totransmittingsuchpaymentstotheappropriatepartyoraccount.Thiswill
onlybedoneintheevent that
TravelBankhasreasonablesuspiciontobelievesuchpaymentsmaybefraudulentorotherwiseraiselegal
orregulatoryconcerns,orcompliance concerns.Inthe
eventarecognizedfederalorotherauthorityrequestsTravelBank
towithholdfundsduetofurther
investigation,TravelBankisobligedtocomply;however,CompanyAdministratorwill
beinformed.

b)Incomplete orDelayedReimbursement.CompanyUseracknowledgesthat ifTravelBankdoes
notsuccessfullyreceivethenecessaryfunds fromCompany’s
FinancialInstitutionthroughnofaultofTravelBank,itshallnotberequiredtocompletethereimbursementtotheemployeeuntilthefullamountoftherequestedreimbursementfundsarereceivedbyTravelBank.Thisshall
not bedeemeda material failureorbreachonTravelBank’spart.

c)ReimbursementTimeframes.CompanyUserunderstandsthat“next-day”reimbursementsrefersto“nextbusinessday”andTravelBankisnot
responsibleforanydelaysduetotheprocessingfromthefinancial
institutions.Inthecasethat a CompanyUser’sFinancial Institutiondoesnot
haveadequatefundsfornext-dayreimbursement,TravelBank
reservestherighttopursueavailableoptionsincluding,but not
limitedto:a)requestinga
ReserveFundtobeinplace;b)disabling“next-dayreimbursement”for
theCompanyUser;c)imposinga limit ontheamount offundsthat
areeligiblefor“next-dayreimbursement.”

d)Fees.CompanyUser understandsTravelBank
reservestherighttodebitdirectlyfromtheFinancial
InstitutionanyduefeesforTravelBank’sservices(“ProgramFees”).Further,TravelBank
maychangeitsfeesfromtimetotimeuponwrittennoticetoCompany.

However, if Company User has a direct commercial agreement with TravelBank,
those terms shall control until the agreement is terminated or expired.
e)Payment of Program Fees. TravelBank may request that Company User pay
theapplicable Program Fee using either ACH or a credit card. In such a case,
Company Useragrees to provide TravelBank with: (a) a valid and updated
Authorization for DirectPayment via ACH (ACH DEBIT) for the TravelBank Company
Network, and/or (b) creditcard. (“Selected Payment Method(s)”). Company User
authorizes TravelBank to use itsSelected Payment Method(s) to pay the applicable
Program Fee. Company User isresponsible for maintaining complete and accurate
information regarding its SelectedPayment Method(s).

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