TRIP TERMS | GoToo

TRIP (Tiered Referral Incentive Program) Program Agreement

These Terms, including our, Privacy Notice, Terms of Service and all exhibits and attachments hereto and incorporated herein by reference (collectively the “Agreement”) govern your participation in the GoToo TRIP program (the “Program”). These Terms control in the event there are any conflicts or inconsistencies among this Agreement and the Privacy Notice and the Terms of Service. By submitting a Registration, TRIPr consents to GoToo collecting and processing his/her personal data in accordance with the Privacy Notice. As used in this Agreement, “we”, “us”, or “GoToo” refers to GoToo Social, LLC (and its parent, affiliate, subsidiary, and related entities), and “TRIPr”, “TRIPr Partner”, or “you” means the approved applicant and/or rights holder of the TRIP Content (as defined below). In addition to complying with the terms of this Agreement, remember you must also comply with all social media policies posted on the social media platforms (e.g. TikTok, Instagram, YouTube, and Facebook).

GoToo and the TRIPr may be referred to individually as a “Party”, or collectively as “Parties”.

(A) GoToo operates the GoToo Travel Platform and the GoToo TRIP Program; (B) the TRIPr owns, controls, hosts, and/or operates the TRIPr Website(s); and (C) the TRIPr intends to participate in the GoToo TRIP Program as a TRIPr Partner.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the definitions set forth below shall apply throughout this Agreement:

Unless otherwise required by the context in this Agreement, words importing the singular include the plural and vice versa, words importing one gender include every gender and references to a “person” include any persons, any other forms of legal entities, corporate bodies and unincorporated associations.

The headings to the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation of any provision in this Agreement.

“Content” means all information, descriptive or otherwise, of Services available on the GoToo Travel Platform, including but not limited to Services information and descriptions, guest reviews, meta data, and cancellation or no-show policies and general terms of the Operator and including without limitation photos, video, pictures, articles, blogs including any updates, modifications, replacements, additions or amendments.

“TRIPr Content” means any Content (including photos, blogs, articles, videos, posts, reels, shorts, etc.) created by you (in part or in whole) and published or shared by you (or at your discretion) about GoToo, our Services in connection with your participation in the Program but does not include any of GoToo’s Licensed Materials or GoToo’s Confidential Information. TRIP Content shall not contain any Objectionable Content.

“TRIPr Website” means any website, and/ or social media account directly or indirectly owned, controlled, hosted, and/or operated by the TRIPr and which must be ultimately pre-approved in writing by GoToo. TRIPr Websites shall not contain any Objectionable Content.

“Customer” means a unique visitor of the TRIPr Website(s) who is not a current or former GoToo customer, and subsequently, as a direct result of a Link, creates a valid new registration (as determined by GoToo in its discretion) for the Services on the GoToo Travel Platform.

“Customer Data” means all information identifying or otherwise relating to Customers, including but not limited to names, addresses (including email addresses), credit card details, and such other confidential and private information relating to a Customer.

“Intellectual Property Right” means any patent, copyright, inventions, database rights, design right, registered design, trademark, trade name, brand, logos, service mark, trade dress, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (including all top-level domain variants) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

“GoToo Brands” means any term or keyword which is identical or similar to any GoToo trademarks, trade names, brand or Services names, registered or unregistered, including but not limited to any variations, translations, misspellings and singular/plural forms, with or without any associated Internet domain names.

“GoToo Competitor” means any direct or indirect competitor of GoToo or its group companies.

“GoToo TRIPr Program” or “Program” means the TRIPr marketing program operated by GoToo that enables the TRIPr to earn Commission.

“GoToo Platform” or “Platform” means the Internet and Mobile Travel Platform located at https://GoToo.ai, or any other platform that may exist in the future, whereby registration can be made for the Services.

“Objectionable Content” means any material, including textual, audio or video material, which contains or promotes any objectionable content, as determined by GoToo in its sole discretion, which may include, without limitation, any of the following:

sexually explicit material;
violence or hate toward any persons or groups, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
illegal activities;
defamatory, fraudulent, or harassing content to GoToo or any third party;
content that violates the intellectual property rights of GoToo or its Operators;
disparaging content about GoToo or any of its executives, officers, employees, or agents;
disclosing personal information such as phone numbers, email addresses or asking viewers to do so;
any other Content which is unlawful, fraudulent, false, misleading, libelous, defamatory, derogatory, harassing, threatening, abusive, obscene, pornographic, profane, offensive, inciting, hateful, or otherwise objectionable, encourages conduct that would be illegal, infringes any third-party rights, or is any way otherwise inappropriate, objectionable or undesirable (whether for editorial, legal, business or other reasons).

“Permitted Promotional Content” means any content, information, code (including promotional codes), links, tools or images provided by GoToo to the TRIPr for the purposes of this Agreement.

“Platform Content” means all links, landing pages, extensible markup language feeds, deep links and/or hyperlinks which are created, hosted and/or maintained by GoToo on the Platform, including but not limited to Services information and descriptions, guest reviews, meta data, and cancellation or no-show policies and general terms of the Operator and photos, video, pictures, blogs including any updates, modifications, replacements, additions or amendments.

“Services” means all products and services offered on the GoToo Platform, including but not limited to places, hotels, flights, restaurants, tours, activities, and experiences.

“Spamming Regulations” means any and all policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable, or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.

“Third Party Platforms” means any third-party search engine (marketing provider), meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other similar channels or other forms of traffic hosting media, whether online or offline.

2. ENROLLMENT IN THE PROGRAM

Once a user subscribes to GoToo, they are automatically included in the TRIP Program and become a TRIPr; however, we may reject any Registration in our sole discretion. If, in our sole discretion, we determine for any reason that the TRIPr is no longer suitable for the Program, your Registration will be rejected and/or revoked. If you are rejected and/or revoked, you will not be eligible to earn any Commissions.

3. TRIPr PARTNERSHIP

Non-exclusive TRIPr partnership

Subject to the terms of this Agreement and approval by GoToo of your TRIPr’s Registration, GoToo hereby appoints the TRIPr as a non-exclusive TRIPr partner. GoToo shall permit the TRIPr to promote the Services on the TRIPr’s Website(s) as appropriate, and without any charge to GoToo. Subject to the performance of the TRIPr’s obligations to GoToo’s satisfaction, GoToo will pay the TRIPr in the manner set out in Section 4.

Platform Content, Links and/or Permitted Promotional Content

GoToo hereby grants the TRIPr a limited term, revocable, non-sublicensable, non-transferable, non-assignable right to access and/or provide Links to the Platform Content, and/or Permitted Promotional Content through the Links and use the GoToo Intellectual Property Rights solely to the extent necessary to perform your obligations in accordance with the terms of this Agreement and solely in connection with the Permitted Promotional Content, only as provided to you by us, through the Program, or by other means selected by us, and solely for the purpose of identifying the TRIPr Website as a Program participant and to assist in generating the sale of GoToo Services as deemed appropriate by GoToo (collectively the “Licensed Materials”).

The TRIPr shall not exploit or use the Licensed Materials for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement.

The TRIPr shall not, without GoToo’s prior written consent in whole or in part, make visual modifications to the Permitted Promotional Content, or use any content other than the Permitted Promotional Content to fulfill its obligations under this Agreement.

The TRIPr shall not corrupt, modify, disable, sell, redistribute, sub-license, or transfer the Licensed Materials.

TRIPr is not granted or provided any ownership or other intellectual property rights in the Licensed Materials other than the limited license rights contained herein. We reserve all our rights in the Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses, and any attempt at such sublicense, assignment or transfer is void. Further, you understand and agree that you have no ownership rights in (a) materials you submit to us, including, without limitation, feedback provided about the Program; (b), to any account you may have with us; or (c) other access to the Platform or features therein. To the extent that you provide us or submit to us any feedback, materials, data, ideas, or content, you hereby assign, transfer, and grant to us any and all right, title, and interest you may have in such materials. We may terminate or revoke your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.

4. COMMISSION

So long as TRIPr remains in good standing and in compliance with this Agreement, GoToo will pay the TRIPr a commission based on a percentage of monthly revenue derived from new subscription fees generated from the TRIPr’s referrals (the “Commission”) as follows, which may be changed from time to time within the sole discretion of GoToo:

TRIPr’s earn Commission for every paid subscriber they refer to GoToo, which is a percentage of the annual Subscription Price (which may be changed at the unilateral discretion of GoToo). TRIPr’s also earn referral fees for each paid subscriber their TRIPr1s bring on board (TRIPr2). And, for each paid subscriber their TRIPr2s bring on board (TRIPr3). This Commission schedule continues for up to 6 Tiers. No Commissions will be paid for referrals beyond TRIPr6 (or the 6th level).

The applicable monthly Commission, if any, will be available to the TRIPr sixty (60) days after the end of the month in which such subscription was paid to GoToo. The TRIPr will have access to withdraw the funds through the platform and can request withdrawal of the funds when they are available. The TRIPr will be responsible for any transactions fees required to withdraw Commissions from their TRIPr account.

The TRIPr will be paid in US dollars, or in such other currency otherwise agreed in writing between GoToo and the TRIPr.

Unless otherwise agreed in writing, the TRIPr shall bear any and all bank charges and/or additional fees arising from the payment of the Commission (including but not limited to those arising from any incorrect information provided by the TRIP). The TRIPr hereby authorizes GoToo to deduct any such relevant amounts from the next Commission payment(s).

The TRIPr is responsible for any taxes that may be due on the services provided by the TRIPr. In no case will any additional compensation be paid to the TRIPr for taxes. The TRIPr is responsible for keeping all relevant information pertaining to any such tax accurate and up to date. If the withholding of any tax is required in respect of any payment to the TRIPr, GoToo will:

(a) withhold the applicable amount from such Commission; and (b) pay such amount to the relevant authorities in accordance with any applicable laws.

GoToo’s systems, books, and records shall be final and conclusive evidence in respect of all Commission amounts due to the TRIPr under this Agreement.

Apart from a monthly summary of the relevant monthly subscribers, GoToo shall not be required to provide the TRIPr with any invoices, orders, or other related documents in connection with the Commission.

5. USE OF THE CONTENT AND PLATFORM

The TRIPr shall not (a) scrape, use spiders or bots or AI, or otherwise programmatically evaluate and/or extract information from, any part of the Platform; (b) make any static copy of the Content or any part of the Platform, including but not limited to customer reviews, lists of services, pricing, lists of participating vendors, etc.; (c) study, benchmark, access or use the Program or Platform in any way competitively with GoToo (including without limitation to, directly or indirectly, itself or through any third party, create or improve any competing Services); nor (d) use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the TRIPr could reasonably expect that any such actions fall under the scope of this Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

The TRIPr acknowledges that: (i) GoToo and/or its licensors shall retain ownership of all rights, titles and interest in and to all Platform Content and Intellectual Property Rights of GoToo or embodied therein including without limitation the (i) GoToo Platform and (ii) in the TRIPr Content, including but not limited to the GoToo logo, trademark, and the Content and are protected by U.S. and international trademark, copyright, and other intellectual property laws; and (ii) nothing in this Agreement shall be deemed to transfer any right, title or interest in the Platform Content and/or the Intellectual Property Rights of GoToo to the TRIPr in any way.

As between the TRIPr and GoToo, GoToo owns all right, title and interest in and to the Customer Data. Out of an abundance of clarity, Customers who purchase Services through this Program will be deemed to be customers of GoToo without affecting their status as your customer. Accordingly, all GoToo rules, policies, and operating procedures concerning customer orders, customer service, privacy, and sales will apply to those Customers with respect to their transactions through GoToo. We may change our policies and operating procedures at any time consistent with applicable laws and without notice to you.

The TRIPr shall not disclose, integrate, include, use, combine, exploit, incorporate, or otherwise make the Permitted Promotional Content or any part thereof available: (i) with its own content and/or the content of any GoToo Competitor or Operator except as otherwise provided in this Agreement; (ii) to or for the benefit of itself, save for the enabling of the Services and the GoToo Travel Platform in accordance with the terms of this Agreement, or any GoToo Competitor, including the Operator, whether for the promotion of, marketing of, reference to, promotion of, advertising of or otherwise in the interest of or to such party; and/or (iii) for any other purpose or in any other manner and/or on or through Third Party Platforms, except as expressly provided for in this Agreement.

The TRIPr shall not amend, alter, modify, distort, create derivative and/or new works based on and/or derived from the Permitted Promotional Content.

GoToo does not explicitly or tacitly waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise in respect of the GoToo Intellectual Property Rights vis-à-vis the TRIPr or other third parties.

7. SPAMMING REGULATIONS

The TRIPr (a) shall not directly or indirectly apply, use or engage in any technique or method set out in any Spamming Regulations and (b) covenants, undertakes, and warrants to promptly adhere to, observe, and comply with all applicable Spamming Regulations and all reasonable requests made by GoToo in this respect, for the purpose of avoiding breaches of any such Spamming Regulations by GoToo or the TRIPr.

Transparency and Compliance with FTC’s Endorsement Guidelines

You shall comply with all applicable laws, rules and best practices, which may currently include the following (though you acknowledge we are not providing you legal advice and you are responsible for determining how to comply with laws and rules, and for actually complying with them):

In connection with your participation in the Program, you are required to comply with the Federal Trade Commission’s Guidelines on Endorsements and Testimonials. The Federal Trade Commission (“FTC”) defines an endorsement as “any advertising message (including verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying characteristics of an individual or the name or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experiences of a party other than the sponsoring advertiser” (an “Endorsement”). To the extent that your display of a Link is reasonably construed as, accompanied by, or associated with, an Endorsement, you shall:

fully disclose your relationship with GoToo in a “clear and conspicuous” way. To meet the “clear and conspicuous” standard set out by the FTC, the disclosure must be unavoidable;
ensure that your Endorsements of any GoToo Service are clearly and conspicuously identified and labeled as “#GoToo” or “paid link” when including Links in your Endorsement;
only share an Endorsement made by an organization if such Endorsement has undergone a process sufficient to ensure that the endorsement fairly and accurately reflects the collective judgment of such organization;
In relation to Endorsements from or purporting to be from you or other individuals:
Endorsements must reflect the honest opinions, findings, beliefs, or experience of the endorser based on that endorser’s recent use of the Services;
use Endorsements only with the prior permission of the endorser;
use Endorsements or testimonials that represent the typical outcome or experience being endorsed;
do not use Endorsements or testimonials to make implied scientific claims unless that implied claim is backed by scientific evidence;
do not use Endorsements from “experts” who are not experts with respect to the endorsement message, and whose qualifications do not give the endorser the expertise that he or she is represented as possessing with respect to the Endorsement;
do not use Endorsements from employees of GoToo;
ensure that any Endorsement which is the result of any payment or other incentive (such as free or discounted Services) is clearly and conspicuously identified and labeled as such on your TRIPr Website. Remember, the disclosure must be unavoidable to meet the “clear and conspicuous” standard.

You understand that GoToo reserves the right to take immediate steps to ensure that reviews related to its Services are not deceptive or misleading. Such steps may include requesting that you take down deceptive Endorsements, suspending or terminating this Agreement, or expelling you from the Program. For additional guidance, please review the FTC’s Disclosures 101 for Social Media Influencers (ftc.gov).

The TRIPr agrees and acknowledges that the restrictive covenants and undertakings set out in this Section 7 are reasonable and of material importance to GoToo, in particular for: (a) its willingness to enter into this Agreement with the TRIP and make the Services, the Permitted Promotional Content and the GoToo Intellectual Property Rights directly or indirectly available to the TRIP; and (b) the protection of goodwill, product, service, and market reputation of GoToo.

The TRIPr agrees and acknowledges that all covenants and undertakings set out in this Section 7 shall: (a) be promptly, duly, and diligently complied with by the TRIP; and (b) also apply to each member of the TRIP Group, and the TRIP represents, , warrants, and undertakes that all such members observe, adhere to, comply with, and act in accordance with such covenants and undertakings and that TRIP shall be liable for the acts and omissions of any of its agents, or subcontractor or any member, agent or subcontractor of the TRIP Group.

8. Compliance, Injunctive Relief and Further Remedies

Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the TRIPr of its obligations under this Section 8, the burden of proof is carried by the TRIPr. In other words, GoToo carries the benefit of assumption and the TRIPr needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.

The TRIPr agrees and acknowledges that pending any compliance or implementation of the reasonable requests made by GoToo, GoToo shall be entitled to postpone or suspend its obligations under this Agreement, including but not limited to the offer of the Services, GoToo Platform. This Agreement may also be immediately terminated without prejudice to GoToo’s rights under this Agreement or otherwise.

In the event of a breach of the covenants and undertakings set out under this Section 8 by or attributable to the TRIPr, GoToo shall be entitled to suspension of its obligations (including but not limited to making Commission payments) or termination of this Agreement with immediate effect, notwithstanding the remedies and actions for specific performance, damage compensation or injunctive or equitable relief available by law or contract.

9. REPRESENTATIONS AND WARRANTIES

You represent, warrant and covenant that:

You have the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform your obligations hereunder.
You are the sole owner of the TRIPr Content, including but not limited to, all copyrights therein.
You and any persons appearing in the Content are at least 18 years of age or the age of majority and you have obtained any necessary releases from any person(s) appearing in the Content, or, if such persons are minors, you have obtained the authorization and release from a parent or legal guardian of any such person(s) under the age of 18 who appear in the Content.
Any websites/social media accounts you own or operate, and the linking thereof to the Platform, does not and will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against you.
There are no pending or threatened lawsuits concerning any aspect of the TRIPr Content.
You have obtained any necessary releases from the owner of any property appearing in the TRIPr Content.
Any statement made in the TRIPr Content regarding GoToo and its Services reflect your honest opinions, beliefs, and are based on your actual experiences regarding GoToo and/or its Services.
You have obtained and will maintain in force all necessary notices, consents, and licenses to enable you to participate in the Program, and you will at all times comply with all applicable laws, ordinances, regulations, rules, codes and industry standards, guidelines and principles, as may be modified from time to time including any foreign laws including EU and similar associations if any Services are to be performed outside of the USA, which are relevant to your performance under this Agreement, including, without limitation, the California Privacy Rights Act of 2020 (CPRA), which amends the California Consumer Privacy Act of 2018 (CCPA); Regulation (EU) 2016/679 of the European Parliament, the Council of the European Union and the European Commission (“GDPR”) and all laws implementing the GDPR; the CAN-SPAM Act of 2003; and the Children’s Online Privacy and Protection Act of 1998. You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and shall not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of any TRIP Website.

Each Party acknowledges the difficulties inherent with the use of the Internet, including but not limited to the varying speeds and congestion in the network that can cause interruptions and difficulties in accessing the Platform or the TRIP’s Website(s).

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, GOTOO MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND ANY SERVICES SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

GOTOO PROVIDES THE PLATFORM AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DOES NOT GUARANTEE UPTIME.

10. INDEMNIFICATION, LIABILITY AND DISCLAIMERS

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSSES SUFFERED OR INCURRED BY THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH ANY: (A) LOSS OF PRODUCTION, PROFIT, ANTICIPATED SAVINGS, REVENUE, CONTRACT, BUSINESS OPPORTUNITY; (B) LOSS OR DAMAGE TO GOODWILL OR REPUTATION; (C) LOSS OR DAMAGE RESULTING FROM THIRD PARTY CLAIMS; OR (D) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES.

NOTWITHSTANDING SECTION 10, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR TRIP’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF TRIPr AND/OR TRIPr’S GROUP ITS AND THEIR SERVANTS, AGENTS,CONTRACTORS, AND/OR EMPLOYEES, AND/OR REPRESENTATIVES (COLLECTIVELY INCLUDING TRIP, THE “TRIPr PARTIES”); (B) NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD OR FRAUDULENT MISREPRESENTATION; (C) MISUSE OF CONFIDENTIAL INFORMATION;(D) INDEMNIFICATION AND DEFENSE OBLIGATIONS; (E) VIOLATIONS OF ANY APPLICABLE LAWS (E.G. ANY PRIVACY OR SECURITY LAWS); AND/OR (F) BREACH OF ANY COVENANTS, UNDERTAKINGS, AND/OR REPRESENTATIONS AND WARRANTIES.

Subject to Section 10, the TRIP shall defend, indemnify and hold GoToo and/or its Operator and its and their respective parents, subsidiary and affiliated companies, officers, directors, employees, agents, contractors, successors and assigns (the “GoToo Parties”) harmless from all claims, actions, allegations, demands. damages, losses, liabilities, fines, penalties, obligations, costs and expenses (including, without limitation, legal fees and court costs) (even if such claims are groundless, false or fraudulent) arising from or in connection with (i) TRIP Parties’”) acts or omissions, negligence, misconduct and/or fraud, (ii) any actual or alleged breach of this Agreement by the TRIP Parties; (iii) any Content and any of the content or activities of any TRIP Website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business; and/or (iv) TRIP Parties’ misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder. GoToo will use reasonable efforts to notify you of any indemnified claim, provided that the failure or delay in notification shall not relieve you of your obligations under this section. You shall defend the indemnified claim at your own expense using counsel reasonably acceptable to GoToo; however, in addition to the foregoing, GoToo reserves the right to also be represented by counsel at its expense, including at any proceeding or settlement discussions related thereto. You may not settle or consent to the entry of judgment regarding any indemnified claim without the GoToo’s written consent. GoToo may, at its election, assume the defense, settlement or other resolution of any such indemnified claim with counsel of its own choosing, which shall not otherwise relieve you of your obligations under this section, including your obligation to be liable for all costs and expenses incurred by the GoToo in connection with the defense and settlement of any claim.

To the extent that GoToo is found to be liable to the TRIP under this Agreement, such liability shall be limited to the total amount of Commission paid to the TRIP within the six (6) month period immediately preceding the date of the act or omission giving rise to such liability.

11. TERM, TERMINATION AND SUSPENSION

This Agreement shall commence on the effective date stated in the Registration (“Effective Date”), and shall continue in force until terminated by either Party with thirty (30) days’ notice in writing.

GoToo may terminate this Agreement with immediate effect, and/or suspend payment of Commission to the TRIPr, if: (a) no activity is detected on the TRIPr Website(s) for any period of six (6) months or more; (b) the TRIPr breaches, or GoToo suspects the TRIPr of breaching Sections 5, 6, and/or 9 of this Agreement; (c) the TRIP materially breaches any other provision of this Agreement; (d) any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the TRIPr’s assets, undertakings or business; (e) an event constituting a change of control in respect of the TRIPr occurs or is likely to occur.

TRIPr shall forfeit all outstanding payments owed to the TRIP, including but not limited to Commission, if this Agreement is terminated in accordance with Section 8.

Upon termination: (a) GoToo shall, subject to Section 8, pay to the TRIPr any outstanding Commission up to the date of termination, within thirty (30) days from the date of termination; or (b) the TRIPr shall, if a Negative Balance exists, make payment of the outstanding Difference to GoToo within fourteen (14) days from the date of termination.

The TRIPr shall immediately remove any and all links to the Platform, all Licensed Materials including without limitation GoToo Intellectual Property, Platform Content, Links, Permitted Promotional Content, GoToo-related content, links, banners, and other references to GoToo upon termination of this Agreement.

Termination of this Agreement is without prejudice to GoToo’s rights and remedies in respect of indemnification or a breach by the TRIPr of this Agreement.

Sections 4, 5,6, 7, 8, 9, 10, 11, 12, and 13(and any other sections which should survive) shall survive the termination of this Agreement.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Platform and you agree to review these terms periodically to ensure that you are familiar with the most recent version of such terms, policies and operating procedures. Modifications may include, for example, changes in the scope of available Commission(s), Payout Terms, policies. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR PLATFORM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. CONFIDENTIALITY AND DATA PROTECTION

Each party (each a “Recipient”) shall keep strictly confidential all non-public information obtained by it pursuant to, or as a result of, entering into or performing this Agreement or by the other party disclosing such information to the Recipient (each a “Discloser”) (“Confidential Information”). Confidential Information includes, but is not limited to, Customer Data, information about our, business plans and strategy, sales, marketing plans and strategy, services, products, designs, promotional plans and strategy, customers, and the terms and conditions of this Agreement.

The obligations of confidentiality under this Section 12 shall not apply: (a) if such information subsequently enters into the public domain through no default of the Recipient; a) was in Recipient’s rightful possession on or before receipt from Discloser and without a duty of confidentiality; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is approved for release by written authorization of Discloser; or (e) is independently developed by Recipient without use of, benefit from, or reference to Confidential Information of the Discloser. If Recipient receives a request, demand, subpoena or order issued by a court of competent jurisdiction or authorized governmental agency to disclose all or any part of Confidential Information, Recipient must comply with such request or demand only if Recipient promptly notifies Discloser in writing of any such requirement prior to the disclosure of Confidential Information (except where such notification is prohibited by applicable law) and reasonably cooperates with Discloser regarding Discloser’s efforts, if any, to protect against any such disclosure with a protective order and/or a reduction in the scope of the required disclosure. Recipient may release only that portion of the Confidential Information as required by the court or agency. Confidential Information that is disclosed in response to such an order shall retain its status as “Confidential Information” under this Agreement.

Notwithstanding the foregoing, the Recipient may disclose Confidential Information to its officers, directors, employees, TRIPrs, advisers, Operators, service providers, subcontractors, or consultants, but only on a need-to-know basis and only if such are under confidentiality obligations at least as restrictive as set forth herein. The Recipient may also disclose Confidential Information of Discloser’s to the Recipient’s regulatory agencies, auditors and legal counsel provided they are made aware of the Recipient’s obligations of confidentiality with respect to the Discloser’s Confidential Information.

TRIPr agrees that it and anyone engaged by TRIPr shall: (a) use commercially reasonable efforts to safeguard the confidentiality of Confidential Information and Customer Data, and to protect it from unauthorized use and disclosure; (b) hold the Confidential Information in the strictest of confidence and not directly or indirectly use or disclose any Confidential Information in any manner except as permitted under this Agreement for the purposes of carrying out the Services as set forth herein; (c) comply with all applicable data protection laws and regulations in relation to Customer Data; and (d) have a privacy policy accessible to customers that describes the manner in which it protects and uses Customer Data.

Notice of Security Breach The TRIPr must (i) notify GoToo of any actual or suspected loss or unauthorized use, disclosure, access and/or security breach of GoToo’s Confidential Information without undue delay and, in any case, not exceeding forty-eight (48) hours after the TRIPr’s discovery of the breach, and (ii) cooperate with GoToo and take such actions as may be necessary or reasonably requested by GoToo to minimize the violation and any damage resulting from it.

No Implied Rights Nothing contained in this Section 12 will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or by implication, any rights or license to the Confidential Information of the other Party. Any such obligation or grant will only be as provided by other provisions of this Agreement.

Return or Destruction When Confidential Information of the Discloser is no longer required for the Recipient’s performance under this Agreement, or in any event upon expiration or termination of this Agreement, at Discloser’s request, the Recipient will return all materials in any medium that contain, refer to, or relate to Confidential Information of the Discloser or, at Recipient’s election, destroy them, provided that GoToo may retain one (1) copy for archival purposes. At Discloser’s request, the Recipient will certify in writing that it has returned or destroyed all copies of the Discloser’s Confidential Information in the possession or control of the Recipient or any of its Affiliates or subcontractors.

Duration of Confidentiality Obligations The Receiving Party’s obligations under this Section 12 apply to Confidential Information of the Discloser disclosed to the Recipient before or after the Effective Date and will continue during the Term of this Agreement and survive the expiration or termination of this Agreement in perpetuity.

13. MISCELLANEOUS

Notices

All notices and communications in connection with this Agreement can be delivered to GoToo in writing or electronic form to the following address: GoToo, Inc. Email: TRIPR@GoToo.ai and any legal notices (e.g. indemnification, breach, termination shall be sent to legal@GoToo.ai along with a concurrent copy to: 145 Forest Avenue, Palo Alto 94301, attention Legal Department; and Any notice or communication to be provided to the TRIPr under this Agreement can and shall also be validly sent to the email address as provided by the TRIPr.

No Partnership

Nothing in this Agreement shall be construed to constitute a partnership or employment between the parties.

Entire Agreement

This Agreement and all applicable information constitute the entire agreement between the Parties and supersedes any previous agreement and representations made between the Parties relating to the subject matter of this Agreement.

In the event there is any conflict between this Agreement and any other agreements executed by the Parties, this Agreement and its terms shall prevail.

Variations

This Agreement may only be amended by the parties by mutual agreement in writing.

Assignment

TRIPr shall not assign, transfer, or encumber any of its rights and/or the obligations under this Agreement without the prior written consent of GoToo, and any transfer or assignment in violation of this Section will be deemed null and void; provided however, GoToo has the right to assign or transfer this Agreement.

Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

Force Majeure

Neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control, including but not limited to any act of God, of government or regulatory authority, war, fire, flood, explosion, or civil commotion, or failure of the Internet.

(b) For the avoidance of doubt, if any, the failure to obtain the approval or the withdrawal of approval from the relevant government authorities or other governing bodies shall not be considered a Force Majeure Event.

Independent Evaluation

The TRIPr has read and independently evaluated all terms of this Agreement and the desirability of participating in the GoToo TRIP Program, and is not relying on any representation, guarantee or statement other than the terms set forth in this Agreement.

The TRIPr understands that GoToo may, at any time, solicit referrals from customers and/or other TRIP partners on terms that may differ from those contained in this Agreement, or operate websites that are similar to or compete with the TRIPr Website(s).

Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and GoToo, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and GoToo are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief.

YOU AND GOTOO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND GOTOO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution. GoToo is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hello@GoToo.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to GoToo should be sent to legal@GoToo.ai (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If GoToo and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or GoToo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by GoToo or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or GoToo is entitled.

Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless GoToo and you agree otherwise, any arbitration hearings will take place in the exclusive and personal jurisdiction of Collin County, in the state of Texas. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either GoToo or you under the AAA Rules, GoToo and you shall split them equally.

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.

Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, GoToo agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending GoToo written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

Relationship of Parties

GoToo and TRIPr are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your TRIPr Website or otherwise, that reasonably would contradict anything in this section.

Waiver

The failure of GoToo to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

Limitations

TRIPr agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Admissible Documents

A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Customer and User Disputes

TRIPr agrees that, as between GoToo and TRIPr, TRIPr is solely responsible for its interactions with any user (including users with whom you share access to your travel plans, itineraries and booking information) and customers in connection with the Service, and GoToo will have no liability or responsibility.

Publicity

You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.

GOVERNING LAW & JURISDICTION

This Agreement will be governed by the laws of the State of Texas without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and GoToo submit to the personal and exclusive jurisdiction of the state and federal courts located within Collin County, Texas.

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