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Text Content

 * TripActions earns new $9.2B valuation on journey to revolutionize T&E. Read
   more >
 * 
 * 
 * Careers
   Company
    * About Us
      A worldwide corporate travel and spend partner
    * Leadership
      Get to know the TripActions Leadership team
    * Careers
      Join a mission-driven culture and redefine business travel

 * Contact
    * France
    * Germany
    * Israel
    * Spain
    * United Kingdom
    * United States

 * 
 * Why TripActions
    * Overview
      Redefining the corporate travel and spend experience
    * Customers
      Your success is our top priority
    * Reviews
      See what TripActions customers are saying about our travel and expense
      platform

 * Products
    * T&E Platform
      End-to-end travel, expense & corporate card solution
   
   BUSINESS TRAVEL
    * How it Works
      Manage all your corporate travel in one place
    * Online Booking Tool
      Powerful booking built for travelers
    * Global Travel Agency
      Global inventory & experienced agents
    * Travel Services
      Tailored services delivered by travel experts
    * Program Management
      Manage global travel & expense programs
   
   SPEND
    * TripActions Liquid
      All-in-one expense & corporate card solution
    * Expense Management
      Control, manage & track expenses
    * Payments
      Real-time visibility & auto reconciliation
    * Spend Reporting
      One dashboard for all business spend
   
   PERSONAL TRAVEL
    * TripActions Lemonade
      Book vacations with great rates
    * Lemonade Loyalty Club
      Enjoy Lemonade promotions and discounts

 * Solutions
   Tripactions For
    * Finance
      Gain visibility and control
    * Travel Managers
      Travel experience, visibility, and savings
    * Travelers
      The most user-friendly travel and expense app
    * Human Resources
      Ensure safety for employees and candidate travelers
   
   Capabilities
    * For Startups
      Fuel your startup with travel, corporate cards, and expenses
    * For Small Businesses
      Travel, corporate cards, and expense for small businesses
    * For the Enterprise
      End-to-end corporate travel and expense solution
   
    * Return to Travel
      Features & insights for the safe return to travel
    * Traveler Safety
      Features to keep your travelers healthy, safe, and secure
    * Sustainability
      Build a sustainable business travel program

 * Pricing
 * Resources
    * Resource Center
      Learn how TripActions is reimagining travel and expense management
    * Blog
      Check out our top posts for travel and expense management
    * Trust & Transparency
      Latest customer stats, security and compliance information
   
    * Community
      Share ideas and problem solve with community members
    * Academy
      A modern corporate travel and spend learning experience

 * * Log in
   * Get Started

 * 
 * 

 * TripActions earns new $9.2B valuation on journey to revolutionize T&E. Read
   more >
 * X

Why TripActions
Overview
Customers
Reviews
Products
T&E Platform

BUSINESS TRAVEL
How it Works
Online Booking Tool
Global Travel Agency
Travel Services
Program Management

SPEND
TripActions Liquid
Expense Management
Payments
Spend Reporting

PERSONAL TRAVEL
TripActions Lemonade
Lemonade Loyalty Club
Solutions

Tripactions For
Finance
Travel Managers
Travelers
Human Resources

Capabilities
For Startups
For Small Businesses
For the Enterprise
Return to Travel
Traveler Safety
Sustainability
Pricing
Resources
Resource Center
Blog
Trust & Transparency
Community
Academy
Careers
Company
About Us
Leadership
Careers
Contact

 * Log in
 * Get Started




TRIPACTIONS TERMS OF SERVICE

Last Updated: October 1, 2022

These terms of service (“Terms”), together with any Service Order and exhibits
(if any), form a legal agreement (“Agreement”) between you (including, if
applicable, any legal entity that you represent or act for) (“Customer”) and
TripActions, Inc. (“TripActions”) and sets forth the terms and conditions
governing Customer’s access to and use of the Services (as defined below).
TripActions may amend these Terms from time to time with notice to Customer.

1. DEFINITIONS

1.1. “Active User” means a User that has commenced a Trip (not including
personal Trips) or submitted an Expense Services transaction within a calendar
month.

1.2. “Affiliate” means with respect to a party, any entity that is controlled
by, controls, or is under common control with such party, where the term
“control” means the ownership, directly or indirectly, of more than fifty
percent (50%) of the shares entitled to vote for the election of directors.

1.3. “App” means the mobile applications owned by TripActions through which a
User (as defined below) may access the Services.

1.4. “Booking Services” means the online and hosted services provided by
TripActions through the App or Site which includes, at a minimum, the
functionality for Users to search for and book travel and to access 24/7/365
support, as well as administrative functionality including real-time reporting,
traveler tracking, and (if applicable) corporate customer support.

1.5. “Confidential Information” means any written, machine-reproducible, and/or
visual materials that: (i) are clearly labeled as proprietary or confidential;
(ii) are identified as proprietary or confidential at the time of their
disclosure or in a writing provided within thirty (30) days after disclosure; or
(iii) should reasonably be understood to be confidential given the nature and
circumstances of its disclosure; provided, however, that Confidential
Information shall not include information that: (a) is or becomes publicly known
through no act or omission of the receiving party; (b) was in the receiving
party’s lawful possession prior to the disclosure; (c) is rightfully disclosed
to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent
development can be shown by written evidence.

1.6. “Customer Data” means any personal data or payment information input by the
Customer or its Users into the Services and includes Shared Information (defined
in Section 5.2). Customer Data shall be deemed to be Confidential Information of
Customer.

1.7. “Expense Services” means the online and hosted services provided by
TripActions through the App or Site that include, at a minimum, the
functionality for Users to use commercial payment cards and the ability to
submit expenses for reimbursement, as well as administrative functionality
including real-time reporting and (if applicable) corporate customer support.

1.8. “Fees” means any fees paid by Customer for the Services, including Platform
Fees, fees for Implementation Services, Trip Fees, and/or other applicable
usage-based fees, as stated in the applicable Service Order, as well as any
applicable Management Fee (defined in Section 7.3).  “Fees” do not include any
monies paid by Customer for Travel Services (defined in Section 5.2), Reward
Program Funds (defined in Section 5.4.1), or Charges (defined in Section 6.5).

1.9. “Implementation Services” means the services performed by TripActions to
configure and launch the Services for use by Customer and its Users, as further
described in the Service Order.

1.10. “Intellectual Property Rights” means patent rights (including, without
limitation, patent applications and disclosures), copyrights, trade secrets,
moral rights, know-how, and any other intellectual property rights recognized in
any country or jurisdiction in the world.

1.11. “Payment Services” means the online and hosted services provided by
TripActions through the App or Site that include, at a minimum, the
functionality for Users to use virtual commercial payment cards for business
expenses, as well as administrative functionality including real-time reporting
and (if applicable) corporate customer support.

1.12. “PSP” means a third-party payment service provider through which Customer
agrees to receive TripActions Liquid Services.

1.13. “PSP Terms” means the agreement(s), if any, between Customer and a PSP.

1.14. “Request” is a single support request, whether addressed across one or
multiple interactions (e.g., email messages, calls).  For clarity, a single Trip
may have more than one Request.

1.15. “Service Order” means an order for Services mutually agreed between the
parties, whether agreed in writing or by clicking to agree online.

1.16. “Service(s)” means the online and hosted services provided by TripActions
through the App or Site (which may include a combination of Booking Services,
Expense Services, Payment Services), as well as any separate professional
services, such as Implementation Services and/or Success Services.  The scope of
the Services purchased by the Customer may be further described in the
applicable Service Order.

1.17. “Site” means the TripActions website located at
https://app.tripactions.com/.

1.18. “Software” means any TripActions or third-party software used by
TripActions to provide the Services.

1.19. “Success Services” means the select corporate support services offered by
TripActions to facilitate and enhance Customer’s use of the Services.

1.20. “TripActions Liquid Services” means any Payment Services or Expense
Services.  TripActions Liquid Services that are provided in Euros or British
Pounds are referred to as “TripActions Liquid EUR Services” and “TripActions
Liquid GBP Services”, respectively, and together as “TripActions Liquid EUR/GBP
Services”.

1.21. “Trip” means the full set of travel reservations – including but not
limited to air tickets, hotel rooms, car rentals, and other ancillary services,
in any combination – that are purchased to enable one (1) personal or business
trip.

1.22. “User” means an employee, advisor, contractor, or agent of Customer, or
other individual authorized by Customer, that has:  (i) been assigned a unique
username-password combination by Customer to access and use the Services, or
(ii) downloaded and registered through the App or the Site to access and use the
Services.



2. ACCOUNT; IMPLEMENTATION

2.1. Employer Account. To access the features of the Services, Customer must
register for an account (the “Employer Account”) on the TripActions Site or App.
Customer is responsible for maintaining the confidentiality of its account
access credentials, the credentials of Users, and the security of Customer’s
systems and networks that it uses to access the Services. If Customer has reason
to believe that its Employer Account is no longer secure, then it shall notify
TripActions as soon as possible.

2.2. Implementation Services. TripActions will provide the applicable
Implementation Services, as described in the Service Order, to enable Customer
to use the Services. Customer will provide cooperation and assistance as
described in Section 3.1.

3. CUSTOMER OBLIGATIONS

3.1. Cooperation and Assistance.  Customer shall at all times:  (a) provide
TripActions with good faith cooperation and access to such information and
personnel assistance as may be reasonably required by TripActions in order to
provide the Services from time to time; and (b) carry out in a timely manner all
other Customer responsibilities set forth in the Agreement.

3.2. Customer Onboarding.  Customer will provide complete and accurate
information to TripActions to establish an Employer account and, as applicable,
an account with one or more PSPs for TripActions Liquid Services.  Customer
authorizes TripActions to share such information and transaction data with such
PSP(s).  TripActions will provide a secure transmission method to collect and
share this information.

3.3. Material Changes. Customer must notify TripActions promptly, but in any
event within ten (10) business days, if there are any material changes in the
information that Customer provided to TripActions, including but not limited to:
jurisdiction of registration, ownership structure, tax identification, financial
condition, or administrative point of contact. Customer must also notify
TripActions immediately, but in any event within two (2) business days, if
Customer becomes insolvent, makes an assignment for the benefit of creditors,
ceases to do business, or if any bankruptcy, reorganization, arrangement,
insolvency, liquidation proceeding, or other proceeding under any bankruptcy or
other law for the relief of debtors is instituted by or against Customer.

3.4. Marketing Support.  Customer grants to TripActions a non-exclusive,
non-transferable (except as permitted under Section 15.7), revocable, limited
right to use the Customer name, trademarks, and logos (collectively, the
“Customer Marks”) in accordance with any Customer trademark and logo use
guidelines that Customer provides to TripActions.  Any public use by TripActions
of the Customer Marks shall be subject to Customer’s prior consent, except that
TripActions may use the Customer Marks to identify Customer as a customer of
TripActions, including on the TripActions corporate website. All goodwill
developed from such use shall be solely for the benefit of Customer.

3.5. Enforcement.  Customer shall ensure that all Users comply with the
Agreement, including, without limitation, with Customer’s obligations set forth
in Sections 4.4, 4.5, and 4.6.  Customer shall be responsible for noncompliance
by Users and shall promptly notify TripActions of any suspected or alleged
violation of the Agreement by a User or unauthorized third party and shall
cooperate with TripActions with respect to TripActions’ resulting investigation
and any actions to enforce the Agreement.  TripActions may suspend or terminate
any User’s access to the Services upon notice to Customer if TripActions
reasonably determines that such User has violated the Agreement or has otherwise
violated applicable law.

3.6. Telecommunications and Internet Services.  Customer acknowledges and agrees
that Customer’s use of the Services requires access to telecommunications and
Internet services.  Customer shall be solely responsible for acquiring and
maintaining (at its expense) all telecommunications and Internet services and
other hardware and software required to access and use the Services. 
TripActions shall not be responsible for any loss or corruption of data, lost
communications, or any other loss or damage of any kind arising from any such
telecommunications and Internet services.

3.7. License to Customer Data.  Customer Data includes data derived from
Customer Data but does not include non-identifiable data or metadata associated
solely with the behaviors or actions of Users with the Services.  Customer shall
retain all right, title, and interest in and to Customer’s Intellectual Property
Rights in Customer Data.  By importing or processing Customer Data, Customer
grants to TripActions the right and license to reproduce, distribute, modify,
and adapt Customer’s Data solely for the purpose of providing the Services to
Customer, including the right to disclose Customer Data to TripActions’
subprocessors as necessary to provide the Services to Customer as well as to
Travel Providers when necessary to facilitate the purchase or provision of
Travel Services by a User.  TripActions may use, display, store, disclose or
transfer Customer Data as may be required by law or legal process and
TripActions shall provide reasonable notice to Customer of any such disclosure. 
TripActions shall be liable for the acts and omissions of its subprocessors to
the same extent TripActions would be liable if performing the services of each
subprocessors.

3.8. Representations and Warranties with Respect to Customer Data.  With respect
to any Customer Data that Customer imports, stores, or processes through the
Services and provided that TripActions uses such Customer Data in compliance
with the terms of the Agreement, Customer represents and warrants that:

3.8.1. It is the creator and owner of, or has the necessary licenses, rights,
consents, and permissions to use and to authorize TripActions (and, where
applicable, Users) to use and distribute Customer Data as necessary to exercise
the licenses granted by Customer in the Agreement.

3.8.2. Customer’s privacy policies and practices allow Customer to provide
Customer Data regarding Users to TripActions, and do not prohibit or conflict
with TripActions’ ability to use, store, and disclose such Customer Data for the
purpose of providing the Services to Customer.



4. TRIPACTIONS SERVICES

4.1. Services. TripActions will provide the Services in accordance with the
Agreement, commencing on the date set forth in the Service Order (or, if no
Service Order is in place, then on the date Customer begins using the Services)
and continuing until such time as Customer cancels the Employer Account, or the
Agreement expires or is otherwise terminated hereunder. Customer may access and
use the Services solely for its internal business purposes, and such access and
use is expressly limited to the Users of Customer.

4.2. Access to Services. Access to the Services is provided on a per User basis
and is subject to the usage limitations set forth in the Service Order. If
Customer’s use of the Services exceeds such usage rights, Customer will be
subject to applicable additional Fees. TripActions may place reasonable
restrictions on the Employer Account, such as restricting or limiting Customer’s
ability to add new Users, until Customer has adequately addressed any use in
excess of the rights granted hereunder.

4.3. Changes. TripActions reserves the right to, without materially affecting
the functionality of the Services: (1) discontinue, impose limits on, or
restrict access to any aspect of the Services at any time, with or without cause
or notice, including the availability of any of the features, databases, or
content, or (2) edit or delete any documents, information, or other content
appearing in the Services. If changes permitted by this Section 4.3 have a
negative material impact on the features available to Customer and its Users,
Customer may terminate the Agreement without penalty (and shall be entitled to
receive a prorated refund of any unused prepaid Fees) after providing thirty
(30) days’ prior notice to TripActions.

4.4. Restrictions. Customer shall not attempt to interfere with or disrupt the
Services, Site, App, or Software or attempt to gain access to any systems or
networks that connect thereto (except as required to access and use the
Services). Customer shall not allow access to or use of the Services by anyone
other than Users. Customer shall not: (a) copy, modify or distribute any portion
of the Services, Site, App, or Software; (b) rent, lease, or provide access to
the Services on a time-share or service bureau basis; (c) modify, data scrape,
reverse engineer, disassemble, or decompile any portion of the Services, Site,
App, or Software; (d) use the Services in order to (i) build a competitive
product or services, or (ii) copy any ideas, features, functions, or graphics of
the Services; (e) remove or modify any title, trademark, or copyright from the
Services; (f) create derivative works based on the Services or otherwise violate
TripActions’ Intellectual Property Rights; or (g) transfer any of its rights
hereunder (except as specified in Section 15.7).

4.5. Acceptable Use Policies. Customer shall use the Services exclusively for
authorized and legal purposes, consistent with all applicable laws, regulations,
and the rights of others. Customer may not use the Services in any manner that
would violate the rights of any third party, including but not limited to
storing or processing any third party confidential, personal, or payment
information into the Services without proper lawful license or permission to do
so. Customer shall not use the Services to transmit any bulk unsolicited
commercial communications. Customer shall keep confidential and shall not
disclose to any third parties any user identifications, account numbers, or
account profiles. Customer shall be responsible for the compliance of its Users
with Customer’s travel expense and payment policies, including but not limited
to in-policy selection of travel options by Users, proper use of Customer’s
corporate credit card(s) by Users, and proper submission and substantiation of
expenses by Users for reimbursement by Customer. Customer acknowledges that the
Services are not designed, intended, or authorized for use in hazardous or
mission-critical circumstances or for uses requiring fail-safe performance or
where failure could lead to death, personal injury, or environmental damage, and
Customer shall not use the Services for such purposes or under such
circumstances.

4.6. Illegal Use of Services. Customer shall not use the Services in any manner
that would violate applicable laws. TripActions may immediately terminate
Customer, suspend Customer’s access to the Services and/or suspend or cancel any
booking if (i) TripActions determines in its sole discretion that the Services
are being used fraudulently, for criminal purposes, or in violation of any
applicable law or regulation, or (ii) a governmental, legal, or other law
enforcement authority requires or instructs TripActions to do so.

4.7. Data Maintenance and Backup. The TripActions Services are not intended to
be a data warehouse or data back-up solution for Customer. In the event of any
loss or corruption of Customer Data, TripActions shall use its commercially
reasonable efforts to restore the lost or corrupted Customer Data from the
latest backup of such Customer Data maintained by TripActions; Customer
acknowledges that full restoration of Customer Data may not be possible under
all circumstances.

5. BOOKING SERVICES.

5.1. Algorithm. The Booking Services make use of certain proprietary algorithms
(collectively, the “Algorithm”) that take into account factors such as Customer
policy, User profiles and behavior, current market conditions, and other
relevant factors to determine dynamic travel policy limits, market price, Price
to Beat, Rewards availability and amounts, sorting of Travel Services results,
availability of special products and discounts, or other features. The Algorithm
does not determine or affect the price of any Travel Services. Customer
acknowledges that the Algorithm is a dynamic feature of the Booking Services and
may display different results in connection with different Users, locations,
travel dates, and other search and profile elements.

5.2. Travel Services. Through the Booking Services, Customer and its Users may
receive services (“Travel Services”) from third-party providers of travel and
related services, such as airlines, hotel operators, rail companies, travel
inventory aggregators, travel networks and agencies, and car rental agencies
(“Travel Provider(s)”). In order to facilitate the purchase of Travel Services
by a User, Customer and the User authorize TripActions to submit certain
information, including the name and other personal information of the User and
the applicable payment information (collectively, the “Shared Information”), to
the Travel Provider to the extent required by the Travel Provider. As an example
and by way of illustration only: to facilitate a User’s purchase of an airline
ticket, TripActions may provide the User’s name, other identifying information,
and payment information to the Travel Provider (the airline).

5.2.1. TripActions is not responsible for the provision of Travel Services and
does not guarantee the correctness of any material, information, or results made
available to Customer by or from Travel Providers, and the presentation of
travel inventory through the Booking Services does not constitute a binding
contract offer by TripActions or the respective Travel Provider. Customer
acknowledges and agrees that (i) the purchase of Travel Services may be subject
to the terms and conditions, agreements (such as contract of carriage), and
privacy and security policies of the specific Travel Provider selected by the
User, and (ii) the use of Travel Services will be subject to Customer’s and
Users’ compliance with applicable law. Customer and its Users shall be solely
responsible for, and assume all risk arising from, the selection, use, and
receipt of any Travel Service. Customer shall be responsible for the accuracy of
all Shared Information it provides to TripActions, provided that TripActions
takes reasonable measures to ensure the accuracy of information and data it
transmits between the User and the Travel Provider in a booking transaction.

5.2.2. TripActions takes commercially reasonable measures to check the accuracy
of the information and description of the Travel Services displayed on the
Booking Services (including, without limitation, the pricing, photographs, list
of hotel amenities, general product descriptions, etc.); however, TripActions
does not guarantee the accuracy or completeness of such information, as provided
by Travel Providers. TripActions disclaims any and all liability for any errors
or other inaccuracies relating to the Travel Services except to the extent such
errors are caused by or introduced by an act or omission of TripActions.
TripActions expressly reserves the right to correct any pricing errors on the
Booking Services and/or pending reservations made under an incorrect price.

5.2.3. TripActions shall not be liable for the performance of any Travel
Service, any loss or injury to any User resulting from a Travel Service, or any
unauthorized use, disclosure, or misuse of any Shared Information by a Travel
Provider.

5.3. Travel Risk. By offering reservations for Travel Services via the Booking
Services, TripActions does not represent or warrant that travel to such areas is
advisable or without risk, and is not liable for damages or losses that may
result from travel to such destinations. The Travel Providers are not agents,
subcontractors, or employees of TripActions. TripActions disclaims all liability
relating to the actions or inactions of Travel Providers or to any Travel
Services, including any actions or inactions that result in any personal
injuries, death, property damage, or other damages to Customer or a User.
TripActions has no liability to Customer or its Users and will make no refund in
the event that any delay, cancellation, overbooking, strike, Force Majeure
Event, or other cause impacts any Travel Services.

5.4. Rewards Program. If Customer (in its sole discretion) elects in a Service
Order or through the Employer Account to enable the TripActions Rewards Program
for Users, Customer agrees that the following terms will apply:

5.4.1. Definitions. “Price to Beat” means the target cost of a particular travel
option, as determined by the Algorithm, as displayed in the Booking Services.
“Reward-Eligible Booking” means a travel option (e.g., flight, hotel, car
rental) that is purchased and actually used by a User via the TripActions Site
or App for business travel (excluding any travel services for personal or
non-business travel, and travel services for which payment is made using Reward
Points (as defined below)). “Eligible Savings” means the difference between the
Price to Beat and the total actual purchase price of the Reward-Eligible
Booking, where the purchase price is less than the Price to Beat. “Reward
Points” means a percentage of the Eligible Savings (which percentage is
determined by the Algorithm), which is allocated to, and may be redeemed by, the
User as a personal reward via the TripActions Rewards Program. Reward Points
accrue to the User upon the User’s completion of travel for the Reward-Eligible
Booking. “Reward Program Funds” means the aggregate accrued Reward Points for
all Users. “Rewards” means eligible goods or similar items that TripActions will
determine in its discretion and display via the Site or App, such as gift cards
or travel packages, which can be redeemed by Users in exchange for Reward
Points..

5.4.2. Invoicing and Payment. Each month, Customer shall pay to TripActions the
Reward Program Funds that have accrued during the prior calendar month, whether
or not the Reward Points have been redeemed by the Users.  Customer is solely
responsible for the cost of the Reward Program Funds, and any redemption of
Reward Points by a User is subject to Customer‘s payment of the applicable
Reward Program Funds.  A Management Fee (as described in Section 7.3 below) will
apply to any payment of Reward Program Funds via a method other than Auto-Debit.

5.4.3. Taxes and Legal Responsibilities. Customer shall be responsible for
payment of all Taxes and associated legal responsibilities, and any related
interest and/or penalties, resulting from any payments made to Users under the
TripActions Reward Program, including, but not limited to, preparing applicable
Forms W2 and Forms 1099-MISC for Users.

5.4.4. Rewards. TripActions is not responsible for and makes no warranty with
respect to the quality of any Rewards, or their suitability to a specific use.
Rewards are supported by the warranties of their individual providers, if any.

6. PAYMENT AND EXPENSE SERVICES

If Customer elects to purchase any TripActions Liquid Services, the terms in
this Section 6 will apply (except as noted below).

6.1. Spend Limit(s) and Adjustments. Customer’s account for TripActions Liquid
Services will be subject to a Spend Limit, which TripActions will set in its
sole discretion.  If Customer is purchasing TripActions Liquid EUR/GBP Services,
Customer may have a separate Spend Limit for each currency (USD, EUR, and/or
GBP, as applicable).  Customer’s initial Spend Limit is indicated in the
applicable Service Order or a notice provided after TripActions evaluates
Customer’s application to receive Services.  TripActions may adjust any Customer
Spend Limit in its sole and absolute discretion, with written notice to
Customer.  If Customer reaches 75% of any Spend Limit, TripActions will notify
Customer.  If Customer reaches 80% of any Spend Limit, TripActions will again
notify Customer and may require Customer to pay down a portion of the balance,
calculated based on Customer’s projected spending for the remainder of the
current spend period.  Customer may request, in writing, an increase in any
Spend Limit, which TripActions may accept or decline in its sole and reasonable
discretion.  TripActions may suspend providing the TripActions Liquid Services
if and when (i) Customer reaches any Spend Limit, or (ii) TripActions debits
from Customer’s Reserve Amount, if applicable.

6.2. Reserve Amount.  TripActions may require Customer to provide a designated
sum to TripActions as a cash-secured deposit (the “Reserve Amount”) before the
full Spend Limit is available to Customer.  Charges are not debited against the
Reserve Amount unless Customer becomes delinquent in its payments to
TripActions.  Upon written instruction by TripActions, Customer shall send the
Reserve Amount to a TripActions account used for customer deposits.  Upon
termination of the Agreement or termination of the TripActions Liquid Services,
and no later than ten (10) business days after all outstanding Charges have been
paid, the Reserve Amount will be returned to Customer, to an account designated
in writing by Customer.

6.3. Customer Charges.  Customer shall pay TripActions for all goods and
services purchased using the TripActions Liquid Services and all other payments
made via the TripActions Liquid Services (the “Charges”).  As part of
onboarding, Customer will provide its bank account information to TripActions
for purposes of payment. Customer agrees that TripActions may save such bank
account information and that payments for Charges shall be made in accordance
with the payment method indicated on the applicable Service Order and with this
Section 6.

6.4. Invoicing and Payment.  Each month, TripActions shall provide a statement
to Customer listing the Charges incurred during the prior month.  Customer
consents to electronic notification and distribution of statements, and
TripActions shall send Customer an email notification that provides Customer
with access to each monthly statement.  Payment terms for all Charges are set
forth in the applicable Service Order.  All Charges will be paid by bank
transfer, in the currency indicated in the applicable Service Order.

6.5. Customer Rebate.  This Section 6.5 does not apply to TripActions Liquid
EUR/GBP Services.  By using TripActions Liquid Services, Customer may be
eligible to earn a rebate (the “Rebate”).  The Rebate will be calculated by
TripActions at the end of each calendar month by multiplying the Customer Rebate
Percentage (indicated in the Service Order) by Customer’s Eligible Rebate Spend
during the month.  “Eligible Rebate Spend” means Customer’s total spend using
TripActions Liquid cards where the card is issued in USD, the transaction’s base
currency is USD, and the merchant is located in the United States.  Eligible
Rebate Spend excludes spend made in other currencies.  The Rebate will be
provided to Customer in the form of an account credit that will be available
within thirty (30) days after each calendar month.  The Rebate will be
automatically applied to Charges Customer accrues using TripActions Liquid
Services after the Rebate is posted to Customer’s account.  Upon written notice
to Customer, TripActions may modify the Rebate or any other similar offerings,
including changing eligibility for the Rebate and updating the amount of Rebate
earned.  If such a modification of the Rebate materially reduces the value of
the Rebate to Customer, Customer will have 30 days from the date of the notice
of the modification to terminate the Agreement pursuant to Section 4.3.  Upon
expiration or termination of this Agreement (or any applicable Service Order),
TripActions will issue a check or initiate a bank transfer for any then-current
Rebate amount, after all outstanding Charges have been paid.  Customer shall not
be entitled to any unused Rebate amount if this Agreement is terminated due to
material breach by Customer.

6.6. Suspension of TripActions Liquid Services.  TripActions may suspend or
terminate Customer’s access to TripActions Liquid Services at any time and for
any reason without prior notice.  Any Charges or other Customer payment
obligations that precede termination of TripActions Liquid Services for any
reason will survive such termination.  If TripActions suspends the TripActions
Liquid Services and Customer subsequently cures, to TripActions’ reasonable
satisfaction, the reason for the suspension (or the cause of the suspension is
otherwise resolved), TripActions will promptly restore Customer’s access to the
TripActions Liquid Services.

7. PAYMENTS; TAXES; RIGHT TO DISPUTE PAYMENTS

7.1. Payment of Fees. Customer shall pay the Fees as set forth and defined in
the applicable Service Order, using the method described therein or as selected
by Customer on the TripActions Site (if applicable). Customer is responsible for
maintaining complete and accurate billing and contact information and notifying
TripActions of any changes to such information.

7.2. Payment by Bank Transfer. Where Customer makes any payment by bank transfer
(as will be indicated in the Service Order), Customer shall maintain sufficient
funds or credit in its designated account(s) to cover and timely make such
payments, and shall direct its financial institution to authorize such payments.
Customer shall reimburse TripActions for any bank charges incurred by
TripActions if a payment is denied due to insufficient funds. The parties shall
follow the process required for each payment method. For example:

7.2.1. For payments made by customer-initiated bank transfer (“Credit
Transactions”), including ACH Credit, TripActions shall provide an invoice to
Customer in advance of the payment due date and Customer shall initiate payment
to TripActions from its bank account to cover the payment due, on or before the
due date.

7.2.2. For payments made by TripActions-initiated bank transfer (“Auto Debit”),
including ACH Auto Debit, TripActions shall provide an invoice to Customer in
advance of the payment due date and TripActions will then initiate a debit
transaction on the designated account on the payment due date.  Customer’s
selection of Auto-Debit constitutes Customer’s authorization for TripActions to
initiate such debit transactions.  TripActions may draw or transmit funds to its
own order for any payments.

7.3. Management Fee. For certain services or features, TripActions’ preferred
payment method is Auto-Debit.  Customer may, however, elect to use Credit
Transactions or another payment method for such payments; provided, however,
that TripActions will charge a service fee (the “Management Fee”).  Any such
Management Fee will be specified in the Service Order and will be payable using
the same payment method, and on the same payment terms, as the underlying
payment amount.

7.4. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other
governmental charges (including, without limitation, VAT) (collectively,
“Taxes”). Customer shall be responsible for payment of all Taxes associated with
its purchase of Services and any related interest and/or penalties resulting
from any Fees, other than any taxes based on TripActions’ net income, property,
or employees. If TripActions is legally required to collect and remit Taxes
which the Customer is responsible for, TripActions will state such Taxes
separately on an invoice and Customer shall pay the Taxes to TripActions unless
Customer provides TripActions with a valid tax exemption certificate with order.
If TripActions is not legally required to collect and remit Taxes which the
Customer is responsible for, there will be no Taxes stated on the invoice, and
Customer shall self-assess and remit all taxes to the appropriate governing
authority. For all non-USA based transactions, the Customer shall self-assess
any related Taxes, including but not limited to VAT and GST. Customer is
responsible for all withholding tax: Taxes will not be deducted from Customer
payments to TripActions, except as required by applicable law, in which case
Customer shall increase the amount payable as necessary so that, after making
all required deductions and withholdings, TripActions will receive and retain an
amount equal to the amount TripActions would have received had no such deduction
or withholding been made. Upon TripActions’ request, Customer will provide proof
of withholding tax remittance to the applicable tax authority. Both parties
agree to apply any applicable tax treaty and provide the necessary documentation
for application of such treaty, where applicable, to reduce the withholding tax.
With respect to Taxes charged on or applicable to the purchase or sale of Travel
Services, TripActions shall reflect such Taxes in invoices and/or in the
reporting available to Customer on the TripActions Site, and Customer shall be
responsible for the payment of all such Taxes.

7.5. Local Currency. All Fees will be billed and charged in USD unless otherwise
stated in the Service Order. Trip Fees will be invoiced in the currency
indicated on the applicable Service Order. Any currency conversion required for
Trip Fees will be undertaken at the time of the purchase, at the exchange rate
applicable at that time. To the extent a currency conversion is required for
Fees that are invoiced to Customer, the conversion will be undertaken at the
last day of the invoice period, at the exchange rate applicable at that time.
All currency conversions will be made using exchange rates listed publicly on
the OANDA service.

7.6. Late Payments. If TripActions is unable to obtain payment of any Fees or
Charges via the payment information on file or if payment of Fees or Charges is
otherwise overdue, TripActions may, in its discretion: (i) apply interest on
past due amounts at the rate of one and one half percent (1.5%) per month, but
in no event greater than the highest rate of interest allowed by law, calculated
from the date such amount was due until the date that payment is received by
TripActions; (ii) debit from Customer’s Reserve Amount, if applicable; and/or
(iii) suspend Customer’s access to the Services if Fees or Charges remain
overdue after reasonable notice (no less than fourteen (14) days for Fees; no
less than three (3) days for Charges) is provided to Customer. Except as
otherwise set forth in an applicable Service Order, Fees and Charges are
non-refundable.

7.7. Disputed Fees or Charges. TripActions shall not pursue its rights under
Section 7.6 with respect to Fees or Charges that are under a reasonable, good
faith dispute which Customer is cooperating diligently to resolve. Customer may
dispute any Fees or Charges by contacting ar@tripactions.com within thirty (30)
days after the Fees or Charge are invoiced or are posted to Customer’s account
(as applicable). TripActions will review the dispute and address the disputed
item(s) in its reasonable discretion. Fees and Charges not disputed within the
thirty-day period shall be deemed to have been agreed to by Customer.

8. OWNERSHIP.

8.1. TripActions Property. As between TripActions and Customer, the Services,
Site, App, and Software (and all copies of the Software), and all Intellectual
Property Rights therein or relating thereto, are and shall remain the exclusive
property of TripActions or its third-party licensors, including visual
interfaces, graphics, design, compilations, computer code (both source code and
object code), and all other elements of the Services, Site, App, and Software.
TripActions reserves all rights to the foregoing not expressly granted in the
Agreement.

8.2. Customer Feedback. If Customer or its Users submit suggestions, ideas,
comments, or questions containing product feedback about or posted through the
Services (“Feedback”), Customer grants TripActions and its Affiliates a
worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use
(and full right to sublicense), reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, transmit, and display such Feedback in
any form. For clarity, Feedback shall not contain Customer Confidential
Information, including Customer Data, and shall not reference or identify
Customer or its Users. Customer shall have no intellectual property right in the
Services as a result of TripActions’ incorporation of Feedback into the
Services.

9. CONFIDENTIALITY AND SECURITY.

9.1. Confidentiality Obligations. During the Term of the Agreement, neither
party shall make the other’s Confidential Information available to any third
party or use the other’s Confidential Information for any purposes other than
exercising its rights and performing its obligations under the Agreement.
Neither party shall disclose Confidential Information except to such party’s
advisors, accountants, attorneys, investors (and prospective investors), and
prospective acquirers that have a reasonable need to know such information,
provided that any such third parties shall, before they may access such
information, either (a) execute a binding agreement to keep such information
confidential or (b) be subject to a professional obligation to maintain the
confidentiality of such information. Each party shall take all reasonable steps
to ensure that the other’s Confidential Information is not disclosed or
distributed by its employees or agents in violation of the terms of the
Agreement, but in no event will either party use less effort to protect the
Confidential Information of the other party than it uses to protect its own
Confidential Information of like importance. Each party will ensure that any
agents or subcontractors that are permitted to access any of the other’s
Confidential Information are legally bound to comply with the obligations set
forth herein. Notwithstanding the foregoing, Confidential Information may be
disclosed as required by any governmental agency, provided that before
disclosing such information the receiving party must provide (to the extent
permitted by applicable law) the disclosing party with sufficient advance notice
of the agency’s request for the information to provide the disclosing party an
opportunity to exercise any rights it may have to challenge or limit the
agency’s authority to receive such Confidential Information.

9.2. Post-Termination Obligations. The receiving party’s obligations to guard
the disclosing party’s Confidential Information will survive for a period of
five (5) years after expiration or termination of the Agreement, except that
personal information within a party’s reasonable control shall be kept
confidential in perpetuity until such personal information is returned or
deleted. Personal information may be deleted through obfuscation. The receiving
party may retain an archival copy of the Confidential Information to the extent
necessary to comply with applicable law or archival policies, provided that such
retained Confidential Information shall remain subject to all confidentiality
obligations under the Agreement.

9.3. Security Obligations. TripActions shall (i) maintain appropriate
information security practices for TripActions’ systems used to provide
Services, including reasonable security procedures and practices appropriate to
the nature of the information, to prevent unauthorized access to, or use or
disclosure of, any Customer Data (a “Security Incident”), and (ii) comply with
all privacy and data security laws and regulations applicable to TripActions.
TripActions shall promptly notify Customer of any confirmed Security Incident
that has impacted Customer Data, investigate, and remediate any such Security
Incident. For Security Incidents arising out of TripActions’ negligence or
failure to apply commercially reasonable security practices, TripActions shall
be responsible for (i) costs of government or regulatory fines, and (ii) if
Customer reasonably determines that it is required by applicable law to provide
notice and/or credit monitoring or identity protection to any User and/or to
provide notice to any governmental entity, costs associated with any such
notices or identity protection (collectively, “Breach Costs”). TripActions shall
have no responsibility to pay Breach Costs related to a Security Incident to the
extent such costs are due to the negligence, willful misconduct, or fraud by
Customer or its Users.

10. WARRANTY AND DISCLAIMER

10.1. Warranty for Services. TripActions warrants that it shall provide the
Services in a professional and workmanlike manner, in material compliance with
the terms of this Agreement, applicable industry standards, and all applicable
laws.

10.2. Customer Use and Data. TripActions shall have no liability for any claims,
losses, or damage caused by errors or omissions in any information provided to
TripActions by Customer or by any User in connection with the Services.
TripActions is under no obligation to edit or control Customer Data that
Customer imports to the Services. TripActions may, at any time without prior
notice, remove any Customer Data that violates the Agreement or applicable law,
or which violates the rights of a third party or TripActions. TripActions shall
have no liability for any acts taken by Customer or a User in violation of the
Acceptable Use Policies described in Section 4.5, including but not limited to a
User’s misuse of Customer’s corporate credit card or violation of Customer’s
travel and expense policies.

10.3. General Disclaimer. Except as expressly provided in Section 10.1,
TripActions makes no representations or warranties of any kind whatsoever,
express or implied, in connection with the Agreement or the Services. Without
limiting the foregoing, except as expressly provided in Section 10.1,
TripActions disclaims any warranty that the Services will be error free or
uninterrupted or that all errors will be corrected. TripActions further
disclaims any and all warranties with respect to the Services as to
merchantability, accuracy of any information provided, fitness for a particular
purpose, or non-infringement. TripActions further disclaims any and all
warranties arising from course of dealing or usage of trade. No advice or
information, including but not limited to tax advice and reporting
responsibilities, whether oral or written, obtained from TripActions or
elsewhere shall create any warranty not expressly stated in the Agreement. In
jurisdictions that by law do not allow the exclusion of certain warranties in
certain circumstances, the disclaimers in this Section 10.3 and elsewhere in the
Agreement shall be construed to comply with such applicable law.

11. TERM AND TERMINATION

11.1. Term. The term of the Agreement shall be as set forth in the applicable
Service Order (“Term”). The Agreement shall commence on the date set forth in
the Service Order (or, if no Service Order is in place, then on the date that
TripActions notifies Customer that it has approved Customer to begin using the
Services) and shall continue until it expires or is earlier termination as
provided in the Agreement. Commencement of the Services shall be determined by
the Parties and included in the applicable Service Order. Except as otherwise
specified in the applicable Service Order, the Term shall automatically renew
for additional periods equal to the expiring Term unless either party gives the
other notice of non-renewal at least thirty (30) days before the end of the
expiring Term. TripActions reserves the right to increase any Fees upon
automatic renewal, provided the increase is not more than five percent (5%) per
annum. Unless otherwise stated in the applicable Service Order, Customer shall
not be entitled to a refund of any prepaid Fees as a result of Customer’s notice
of non-renewal.

11.2. Termination for Breach. If either party commits a material breach of its
obligations in the Agreement or any Service Order (including payment
obligations), the non-defaulting party may give written notice to the defaulting
party specifying the nature of the default, and if such default is not remedied,
or substantial efforts are not made to remedy such default, within thirty (30)
days from the receipt of such notice, then the non-defaulting party shall have
the right to immediately terminate the Agreement or the Service Order by written
notice. If the breach relates solely to one Service Order or Service, then only
such Service Order or Service may be terminated in accordance with the terms
herein and the other Service Orders, Services, and the Agreement shall continue
in full force and effect. In the event that Customer terminates due to breach by
TripActions, Customer shall be entitled to a pro-rated refund of unused, prepaid
Fees as of the date of termination.

11.3. Termination for Insolvency. Notwithstanding anything set forth above,
either party may terminate the Agreement immediately by providing written notice
to the other party in the event the other party becomes insolvent, makes an
assignment for the benefit of creditors, ceases to do business, or if any
bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or
other proceeding under any bankruptcy or other law for the relief of debtors is
instituted by or against such party.

11.4. Rights and Obligations Upon Expiration or Termination. In no event shall
any termination or expiration relieve Customer of the obligation to pay any
undisputed Fees or Charges payable to TripActions for the period prior to the
effective date of termination or expiration. Provided TripActions is not
terminating for cause under Section 11.2 and upon Customer’s request,
TripActions will reasonably cooperate with Customer in a wind-down of Services
prior to termination of a Service or of the Agreement. Customer shall be
responsible for downloading any Customer Data and/or reporting available within
the Services prior to the date of expiration or termination. Upon expiration or
termination of the Agreement, (i) Customer’s and Users’ right to access and use
the Services shall immediately terminate, (ii) Customer and its Users shall
immediately cease all use of the Services, (iii) TripActions shall cease use of
the Customer Marks within a reasonable time, and (iv) each party shall delete or
return, and make no further use of, any Confidential Information, materials, or
other items (and all copies thereof) belonging to the other party, in accordance
with Section 9.

11.5. Survival. Upon termination, any provision which, by its nature or express
terms should survive, will survive, including, specifically, Sections 8
(Ownership), 9 (Confidentiality and Security), 12 (Indemnification), 13
(Limitation of Liability), 14 (Governing Law; Disputes), 15 (General).

12. INDEMNIFICATION

12.1 Indemnification by Customer. Customer shall indemnify TripActions, its
officers, directors and employees, from and against any liabilities, losses,
damages and expenses, including court costs and reasonable attorneys’ fees,
associated with any claim by a third party: (i) to the extent arising out of
Customer’s or any User’s use of the Services in a manner that violates Sections
4.4, 4.5, or 4.6; (ii) alleging that any Customer Data, as used in the Services,
violates a third party’s privacy rights (except to the extent such damages are
caused by TripActions’ failure to guard the privacy and security of Customer
Data); (iii) arising out of Customer’s gross negligence, willful misconduct, or
fraud; or (iv) arising out of Customer’s breach of PSP Agreement, if applicable.
Customer’s obligations under this Section 12.1 are contingent upon TripActions
providing Customer with prompt written notice of such claim. TripActions may not
settle any claim to which it is seeking or is entitled to indemnification in a
manner that would result in an admission of any wrongdoing by Customer, without
Customer’s prior written approval.

12.2 Indemnification by TripActions. TripActions shall indemnify Customer, its
officers, directors, and employees, from and against any liabilities, losses,
damages and expenses, including court costs and reasonable attorneys’ fees,
associated with any third party’s claim that: (i) the Services or Customer’s
authorized use of Services infringes or misappropriates the Intellectual
Property Rights of any third party; (ii) arises out of TripActions’ gross
negligence, willful misconduct, or fraud; or (iii) arises out of TripActions’
breach of its agreements with a PSP, if applicable. TripActions’ obligations
under this Section 12.2 are contingent upon: (a) Customer providing TripActions
with prompt written notice of such claim; (b) Customer providing reasonable
cooperation to TripActions, at TripActions’ expense, in the defense and
settlement of such claim; and (c) with respect to a claim described in Section
12.2(i) above, TripActions having sole authority to defend or settle such claim.
TripActions shall have no liability under this Section 12.2 to the extent that
any claims described herein are based on use of the Services in a manner that
violates: (1) the Agreement; or (2) instructions provided to Customer by
TripActions, so long as they are reasonable and consistent with the terms of the
Agreement.

12.3 Infringement Claim Remedies. With respect to claims described in subsection
12.2(i), in the event that TripActions’ right to provide the Services is
enjoined or in TripActions’ reasonable opinion is likely to be enjoined,
TripActions may obtain the right to continue providing the Services, replace or
modify the Services so that they become non-infringing, or, if such remedies are
not reasonably available, terminate the Agreement without liability to Customer
and provide a pro rata refund of any Fees prepaid and unused upon such
termination. The foregoing states the entire obligation of TripActions and its
licensors with respect to any alleged or actual infringement or misappropriation
of third-party Intellectual Property Rights by the Services.

13. LIMITATION OF LIABILITY

13.1 Consequential Damages Waiver. In no event shall either party be liable to
the other party for any incidental, special, exemplary or consequential damages,
including loss of income, data, profits, revenue or business interruption, or
cost of substitute services, or other economic loss, whether or not such party
has been advised of the possibility of such damages, and whether any claim for
recovery is based on theories of contract, warranty, tort (including negligence
and strict liability) or otherwise.

13.2 Liability Cap. Except for (i) Customer’s obligation to pay Fees and
Charges, and (ii) as provided in Section 13.3, each party’s aggregate liability
to the other party in connection with the Agreement shall not exceed the total
Fees paid or payable by Customer in the twelve-month period preceding the claim
or action, regardless of the form or theory of the claim or action.  If the
Agreement has been in effect for less than 12 months, the actual total Fees paid
or payable shall be annualized.

13.3 Exceptions. The Liability Cap in Section 13.2 shall not apply to (i)
TripActions’ obligation to pay Breach Costs (as defined in Section 9.3); (ii)
either party’s indemnification obligations as provided in Section 12; or (iii)
either party’s breach of confidentiality obligations under Sections 9.1 and 9.2 
(collectively, “Excluded Damages”).  With respect to Excluded Damages, in no
event shall either party’s aggregate liability to the other party exceed five
(5) times the total Fees paid or payable in the twelve-month period preceding
the claim or action, regardless of the form or theory of the claim or action. 
If the Agreement has been in effect for less than 12 months, the actual total
Fees paid or payable shall be annualized.

14. GOVERNING LAW; DISPUTES

14.1 Governing Law. The Agreement and all matters arising out of or relating to
the Agreement shall be governed by the laws of the State of California, without
regard to its conflict of law provisions.

14.2 Informal Resolution. Before filing a claim, each party agrees to try to
resolve the dispute by contacting the other party through reasonable means and
providing notice of the dispute. Both parties will use good faith efforts to
attempt to reach a resolution. If a dispute is not resolved within thirty (30)
days of notice, either party may bring a formal proceeding.

14.3 Agreement to Arbitrate. TripActions and Customer agree to resolve any
claims relating to the Agreement through final and binding arbitration, except
as set forth below. The American Arbitration Association (AAA) will administer
the arbitration under its Commercial Arbitration Rules. The arbitration will be
held in San Francisco, CA or any other location mutually agreeable to the
parties.

14.4 Exceptions. Either party may bring a lawsuit in the state or federal courts
located in Santa Clara County, California: (i) to enforce the arbitration
provisions of the Agreement; or (ii) for equitable relief as described below.
TripActions and Customer hereby consent to exclusive jurisdiction in such
courts.

14.5 Equitable Relief. Each party acknowledges that a breach by the other party
of any confidentiality or Intellectual Property Rights provisions of the
Agreement may cause the non-breaching party irreparable damage, for which the
award of damages would not be adequate compensation. Consequently, the
non-breaching party may institute an action to enjoin the breaching party from
any and all acts in violation of those provisions, which remedy shall be
cumulative and not exclusive, and a party may seek the entry of an injunction
enjoining any breach or threatened breach of those provisions, in addition to
any other relief to which the non-breaching party may be entitled at law or in
equity.

15. GENERAL

15.1 Waiver. The waiver by either party of any default or breach of the
Agreement shall not constitute a waiver of any other or subsequent default or
breach.

15.2 Notices. Any notices provided by TripActions under the Agreement will be
given: (i) via email; or (ii) by posting to the Services. For notices by e-mail,
the recipient shall be the e-mail address provided by Customer in the applicable
Service Order, and the date of receipt will be the date on which such notice is
transmitted.

15.3 Severability. If any provision of the Agreement is held to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect.

15.4 Force Majeure. Neither party shall be liable hereunder by reason of any
failure or delay in the performance of its obligations hereunder (except for the
payment of money) on account of events beyond the reasonable control of such
party, which may include without limitation denial-of-service attacks, strikes
(except by its own employees), shortages, riots, insurrection, fires, flood,
storm, explosions, acts of God, war, terrorism, governmental action, labor
conditions, earthquakes, and material shortages (each a “Force Majeure Event”).
Upon the occurrence of a Force Majeure Event, the non-performing party will be
excused from any further performance of its obligations affected by the Force
Majeure Event for so long as the event continues and such party continues to use
commercially reasonable efforts to resume performance.

15.5 Compliance with Laws. Each party agrees to comply with all applicable laws,
including U.S. export laws, and regulations with respect to its activities
hereunder.

15.6 Relationship Between the Parties; No Third Parties. Nothing in the
Agreement shall be construed to create a partnership, joint venture or agency
relationship between the parties. Neither party will have the power to bind the
other or to incur obligations on the other’s behalf without such other party’s
prior written consent. The Agreement is for the sole benefit of the signatories
and is not intended to benefit any third party. Only the parties may enforce the
Agreement.

15.7 Assignment/Successors. Neither party may assign or transfer the Agreement,
in whole or in part, without the other party’s prior written consent except to
its Affiliate or in the event of a Change of Control (as defined below). Any
attempted assignment or transfer in violation of this Section 15.7 will be null
and void. “Change of Control” means, with respect to a party: (a) the direct or
indirect acquisition of either: (i) the majority of voting stock of such party;
or (ii) all or substantially all of the assets of such party, by another entity
in a single transaction or a series of transactions; or (b) the merger of such
party with another entity. Subject to the foregoing, the Agreement shall inure
to the benefit of the successors and permitted assigns.

15.8 Authority to Bind. The person entering into these Terms on behalf of
Customer represents and warrants that they have sufficient legal authority to
enter into this binding agreement on behalf of Customer.

15.9 Entire Agreement; Translated Versions. The Agreement, together with any
Service Orders or addenda or other attached or referenced documents, constitutes
the complete and exclusive agreement between the parties concerning its subject
matter and supersedes all prior or contemporaneous agreements or understandings,
written or oral, concerning the subject matter of the Agreement.  The Agreement
is binding in the English language only.  The English language version of the
Agreement shall control in the event of a conflict or inconsistency with any
translated version.  Any version of the Agreement in any other language is for
convenience only.

15.10 EU Residents. The EU Package Travel Directive (Directive (EU) 2015/2302 of
the European Parliament and of theCouncil of 25 November 2015 on package travel
and linked travel arrangements) does not apply to travel purchased through
TripActions on the basis that the Agreement is a general agreement for the
arrangement of business travel.


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