Auto-Renewable Subscription Terms for the Travelpayouts White Label

Version No. 3.

This version of the rules comes into force on January 25, 2023

IF YOU DO NOT AGREE TO THE FOLLOWING TERMS, YOU MUST DISCONTINUE YOUR USE OF TRAVELPAYOUTS WHITE LABEL IMMEDIATELY.

1. General Information

1.1. B G G TECH MARKETING MANAGEMENT L.L.C, B G G TECH MARKETING MANAGEMENT L.L.C, a Dubai company, license number 1094753, having its registered office at Office 201-07, owned by The Galleria Investments LLC - Bur Dubai - Trade Center 1, parcel ID: 335-353, (hereinafter referred to as the “Owner”) offers you extended functionality and services in the form of the “White Label” software product (hereinafter referred to as the “White Label”) within general Travelpayouts software product (hereinafter referred to as the “Travelpayouts” or “Resources") as described below on the basis of an auto-renewable annually paid subscription under these Subscription Terms (hereinafter, “White Label”).

1.2. These Subscription Terms constitute a legally binding agreement between each individual as an authorized user of the Resources, who accepted these Subscription Terms and proceeded with payment for White Label (further mentions of the word “you” refer to the described criteria that are applicable to the reader as a current or potential subscriber).

If you use any functions or services available under White Label, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE SUBSCRIPTION TERMS, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THESE SUBSCRIPTION TERMS.

1.3. By using White Label, you also agree to be bound by the Travelpayouts Affiliate Agreement (The public offer) (https://support.travelpayouts.com/hc/en-us/articles/203956053-Travelpayouts-Affiliate-Agreement-The-public-offer- ), Terms of use (https://support.travelpayouts.com/hc/en-us/articles/360004162111-Terms-of-the-Travelpayouts-Travel-Affiliate-Network ) and/or other rules and terms placed on our Resources that may be, in any way, connected to your use of White Label. Any matter unregulated under these Subscription Terms is subject to the general Travelpayouts Terms of Use.

1.4. The terms regarding personal data collection and processing in connection with

White Label are described in the Privacy Policy and Cookie Policy.

1.5. The Owner may, at their discretion, modify, update, add to, discontinue, remove, or otherwise change these Subscription Terms at any time. Any such modifications shall take immediate effect upon notifying you. The Owner may provide you with notices, including those regarding changes to these Subscription Terms, via email, text message, in-app messaging, or other reasonable means currently known or hereinafter developed. Any notice about changes to these Subscription Terms and/or White Label’s functionality, periods, and pricing for auto-renewal, that must be sent prior to changes being implemented, shall be sent in accordance with the procedures set by applicable law.

1.6. Your continued use of White Label following any such notifications and completion of the required acceptance action constitutes your agreement to such modifications. If you do not agree to any future modifications of these Subscription Terms, your sole remedy is to discontinue your use of White Label. In case you do not perform the required acceptance action (e.g., if you do not fill in the respective checkbox acknowledging that modifications can be applied), the Owner will discontinue your White Label service until you do so. The up-to-date version of these Subscription Terms is available on our Resources and supersedes any of the previous versions.

1.7. The Owner has the right to unilaterally change prices for White Label. The newly established prices do not affect the previously paid period or your current use of White Label, but will apply to all subsequent periods until replacement or cancellation.

1.8. You agree that you are aware that the Resources, services, and any products of the Owner are constantly being developed and updated. Thus, certain special conditions for connecting to or using White Label, which are not directly regulated in, and do not contradict these Subscription Terms, may be regulated by the corresponding pages of the Resources’ interface and special conditions/disclosures posted on said pages.

1.8. The subscription has three options and the cost comprises the following components:

Only White Label for web-sites: $150
(Revenue share: 50%)
White Label for web-sites and White Label for mobile applications: $250
(Revenue share: 50%)
Only White Label for mobile applications: $350
(Revenue share: 50%)

2. Arbitration Notice

2.1. YOU AND THE OWNER AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS THAT OCCURRED IN THE PAST OR SHOULD OCCUR IN THE FUTURE, WILL BE RESOLVED

EXCLUSIVELY AND FINALLY BY BINDING INDIVIDUAL ARBITRATION (AND NOT CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTIONS OR ARBITRATION) RATHER THAN IN COURT OR IN ANY OTHER PROCEEDING.

2.2. Any concerns or claims that may arise from these Subscription Terms and/or the use of White Label must first be addressed during a pre-court dispute settlement procedure. In the event of a dispute, you agree to send your complaint to the Owner in both electronic and physic form (to the legal address mentioned in p. 2.3 of these Subscription Terms). The response period is 30 days from the date on which the Owner receives the electronic version of the complaint.

2.3. Small Claims Court and the Right to Opt Out of Arbitration Within 30 Days. You or the Owner may pursue a dispute in court and not by arbitration only (a) if you are a consumer and the law may allow you to also bring proceedings in your local small claims court where you are domiciled or (b) IF YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS FROM THE DATE YOU FIRST CONSENT TO THESE TERMS. You may opt out by mailing a written notification to the Owner by email to our legal team (legal@gtu.ltd) followed by postage to our legal address: Legal Department,4007 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. Your written notification must include (1) your full name, (2) your mailing address, (3) the email address associated with your Account, and (4) a clear statement that you do not wish to resolve disputes through arbitration. Your decision to opt out will have no adverse effect on your relationship with the Owner. You are responsible for ensuring the Owner's receipt of your opt-out notice and, therefore, you may wish to send a notice by means that provide written confirmation of receipt. Any opt-out request received after the opt-out term will be invalid and, in the event of such a case, you can only pursue your dispute in an arbitration or small claims court.

2.4. If we are unable to resolve the dispute within 35 days after the date on which the written complaint is received, then either you or the Owner may start an arbitration proceeding by the Hong Kong International Arbitration Centre in accordance with its applicable rules and regulations. The dispute shall be held in English by a single arbitrator in Hong Kong.

2.6. You are responsible for all additional fees and costs that may you incur in relation to the arbitration, including, but not limited to, expenses related to attorneys and/or expert witnesses.

2.7. You understand and agree that, by accepting these Subscription Terms, you and the Owner are waiving the right to a trial before a judge or jury in a public court.

3. Subscription and payments

3.1. To get a White Label subscription, you must be a legally capable legal or private person authorized on the Resources and accepted these Subscription Terms. Each user on White Label is only identified through the authorization credentials in their Account, which are used for payment by Travelpayouts.

You are not permitted to access White Label using different Accounts.

3.2. By activating White Label, you:

3.2.1. guarantee the accuracy, completeness, and reliability of the information you provide during authorization in the Account and on the Resources when activating and using Travelpayouts and White Label.

3.2.2. ensure the safety of your authorization data and will bear any losses that may arise due to unauthorized use through no fault of the Owner.

3.2.3. understand that all the rights for White Label and any of the content that is provided to you within the White Label functionality belongs to the Owner or their Partners. The common rules regarding the matter are established by the Terms and Policies.

3.3. When you first activate a subscription, you are presented with 14 days period to try White Label. If, during this period, you do not want to use White Label further, you may ask for the refund. The refund will be credited to your Travelpayouts balance and can be withdrawn within 30 days using any available withdrawal method you set up in your account.

3.4. WHEN ACTIVATING THE WHITE LABEL, THE PAYMENT IS SPECIFIED AND CAN ONLY BE MADE FOR A SINGLE PERIOD (ONE CALENDAR YEAR) WITH FURTHER AUTOMATIC RENEWAL. YOU UNDERSTAND AND AGREE TO THE AUTOMATIC DEBITING OF FUNDS AT THE END OF THE PERIOD IN ORDER TO RENEW YOUR WHITE LABEL SERVICE FOR A NEW PERIOD.

3.5. Payment for White Label can be made after the acceptance of the subscription terms by cashless payment online using payment methods accepted by the Owner and specified in the account interface. Payments are processed through the PayPal (all and any PayPal commissions is held by the sender) or directly from Travelpayouts account balance. If you cancel your transaction through the services of your bank or via other means, regardless of the reason, your access to White Label will be suspended until the Owner receives payment in full. Until the receipt of funds to the Owner’s account, access to White Label will not be provided.

3.6. The Subscription Period is 1 (one) year, commencing on the date of payment and expires on the corresponding month and day of the calendar year following the initial date of payment for White Label.

3.7. For the purpose of renewing your White Label subscription for the following period, the Owner will notify you before your subscription expires. If you wish to renew your White Label subscription you will be sent new invoice via PayPal. Your access to White Label will be suspended until the appropriate payment is received by the Owner. You may contact the Owner to cancel White Label subscription at any time during the Subscription Period. If you cancel White Label before the expiration of the Subscription Period, the payment that was already made for the Subscription Period in which the cancellation occurred is nonrefundable.

3.8. The Owner has the right to provide promotional codes or special conditions for subscribing to, renewing, and using White Label, as well as to conduct marketing campaigns aimed at increasing interest in White Label. The rules for the use of such promotional codes and the conditions of promotions are determined additionally.

4. Termination or Suspension

4.1. The Owner may, at their sole discretion, at any time, and without prior notice, discontinue, cancel, suspend, change, or limit access to all or any part of White Label or any other function, feature, or other component of any other of the Owner’s services. You agree that the Owner shall not be liable to you or to any third party for any modification, suspension, or termination of White Label or your access to any of the Owner’s services. If you are dissatisfied with any aspect of White Label’s functionality, your sole and exclusive remedy is to cease your use of White Label. Upon any termination of White Label, your right to use and access White Label and all its benefits will be terminated. Termination will not prejudice either you or our remedies at law or in equity.

4.2. The Owner reserves the right to terminate the White Label subscription of any given subscriber along with their access to the Owner’s other services, as well as to unilaterally withdraw from the contract and demand compensation from subscribers for losses in case of:

4.2.1. detection of fraudulent actions conducted by the subscriber, including when making payments;

4.2.2. violation of applicable law and/or the Subscription Terms and/or any of Travelpayouts Terms;

4.2.3. specific actions that are aimed at obtaining unreasonable benefits, bonuses, privileges, and rights under the use of White Label in violation of the Subscription Terms or the interests of the Owner, Partners, and any third parties. This includes any use of the White Label functionality for any purpose except private use (i.e., for any commercial/business/reselling/conversion purpose or attempt to receive benefits or unfair/inadmissible monetization or advantages in any form, both material and non-material).

5. Limitation of Liability

5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE DAMAGES, EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE OWNER’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED ONE

HUNDRED U.S. DOLLARS ($100).

THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITIES OR CAUSES OF ACTION, HOWEVER ALLEGED OR ARISING, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR ANY OTHER CLAIM WHETHER IN TORT, CONTRACT, OR EQUITY.

5.2. Your inability to use the services within the framework of the Subscription cannot be considered a violation of the contractual obligations of the Owner. In particular, the Owner is not responsible for the inability to use the Resources/services if malfunctions and/or technical failures arise on your Internet provider's end, you are authorized in your Account in a way that differs from the one through which the Subscription was paid, or you attempt to use White Label outside of the user interface.

6. Miscellaneous

6.1. Choice of Law. The validity, construction, and interpretation of these Subscription

Terms and the relationship between you and the Owner, including the rights and duties of both parties, will be governed by the (a) by the laws of Hong Kong in case of contracting with Owner and opting the alternative to bank account method payments and settlements;

(b) by the laws of Dubai, United Arab Emirates in case of contracting with Owner and opting bank account as method of payments and settlements;

This shall not limit the protection afforded to you by provisions that cannot be derogated by these Subscription Terms by virtue of applicable law.

6.2. Waiver and Severability of Terms. Any waiver or failure to enforce any provision of these Subscription Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Subscription Terms is held to be invalid, such invalidity shall not affect the remaining provisions, unless otherwise stated.

6.3. Assignment. You may not assign, transfer, or otherwise dispose of your rights and obligations under these Subscription Terms, in whole or in part, without the prior written consent of the Owner. Any such assignment without such consent will be null and void. The Owner has the right to transfer, assign, or otherwise dispose of these Subscription Terms without your consent.