Last updated on January 26, 2026
These Ensemble Fastrack Terms of Service (the "Agreement") are entered into by Ensemble and the entity or person agreeing to these terms ("Participant") and govern Participant's participation in the Fastrack program (the "Program") and access and use of the Services. "Ensemble" in this Agreement means either (a) Ensemble Travel Ltd. if Participant's billing address is outside of the United States; or (b) Ensemble Travel, Inc. if Participant's billing address is within the United States.
This Agreement is effective when Participant clicks to accept or otherwise agrees to it (the "Effective Date"). If you are accepting on behalf of Participant, you represent and warrant that (i) you have full legal authority to bind Participant to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Participant, to this Agreement.
1. Provision of the Services.
1.1 Services Use. Ensemble reserves the right to allow or deny access to the Program and Services for any reason or no reason in its sole discretion. During the Term, as a participant in the Program, Ensemble will provide the Services in connection with the Program in accordance with this Agreement, and Participant may use the Services solely for its participation in the Program and for its internal business purposes, subject to and in compliance with this Agreement.
1.2 Fastrack Portal. If applicable, Participant will have access to the Fastrack Portal, through which Participant may manage its use of the Services.
1.3 Accounts. Participant may need an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account and for any use of its Account. Ensemble has no obligation to provide multiple accounts to Participant.
1.4 Updates.
(a) To the Services. Ensemble may make additions or updates to the Program or the Services, including discontinuation of one or more components of the Program or Services, from time to time in its sole an absolute discretion.
(b) To this Agreement. Ensemble may make updates to this Agreement from time to time. Ensemble will post any update to this Agreement to https://www.ensembletravel.com/fastrack-terms. By continuing to access or use the Services following any modifications to this Agreement, and in consideration of your continued access to and use of to the Services, you thereby indicate your agreement to the updated Agreement.
2. Payment Terms.
2.1 Billing.
(a) Monthly Billing. Participant agrees to pay a recurring monthly subscription fee for access to Standard Services. Subscription fees are billed monthly in advance, and the applicable amount will be as specified on https://www.ensembletravel.com/fastrack or as otherwise communicated to Participant.
(b) Packages. In addition to the monthly subscription, Customer may be eligible to purchase one-time Service packages (the “Package Services”) as described on https://www.ensembletravel.com/fastrack or as otherwise communicated to Participant. Access to the Package Services shall begin on purchase and shall continue for the period specified on the https://www.ensembletravel.com/fastrack or otherwise communicated to Participant. Packages fees are due in full at the time of purchase. Participant must maintain its monthly Services subscription in order to access the Package Services.
(c) Additional Services. Ensemble may, from time to time, offer Additional Services subject to an additional fee. Fees for Additional Services are due at the time of purchase.
(d) Payment Terms. All fees are due immediately upon subscription or purchase and will be automatically charged to Participant’s designated credit card on the first day of each billing cycle. Unless otherwise required by law, all payment obligations are non-cancellable and non-refundable. By providing credit card details, Participant authorizes Ensemble to charge all applicable fees and taxes to that card. This authorization remains in effect for the duration of the subscription and any renewal periods, unless Participant cancels the subscription in accordance with this Agreement.
(e) Change of Billing Address. If Participant updates its billing address, the Agreement shall be automatically assigned to the applicable Ensemble entity as determined by the updated billing address. Specifically, if the updated billing address is outside of the United States, the Agreement will be assigned to Ensemble Travel Ltd., and if the updated billing address is within the United States, the Agreement will be assigned to Ensemble Travel, Inc. This assignment shall take effect immediately upon such address update by Participant.
2.2 Taxes.
(a) Participant is responsible for any Taxes, and will pay Ensemble for the Services without any reduction for Taxes. If Ensemble is obligated to collect or pay any Taxes, the Taxes will be invoiced to Participant and Participant will pay such Taxes to Ensemble. Participant will provide Ensemble with any applicable tax identification information that Ensemble may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Participant will be liable to pay (or reimburse Ensemble for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Participant.
2.3 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the date payment is due until paid in full. Participant will be responsible for all reasonable expenses (including attorneys' fees) incurred by Ensemble in collecting such delinquent amounts. Further, in the event of any late payment for the Services, Ensemble may Suspend the Services.
2.4 Price Revisions. The Company reserves the right to modify subscription fees upon 30 days’ notice. Any changes will apply to the next billing cycle following the notice period. In addition, Ensemble may change its offering of billing options (including by limiting or ceasing to offer any billing option) upon 30 days’ notice to Participant and any such change will take effect at the beginning of Participant’s next billing cycle. Billing options may not be available to all Participants.
2.5 Background Check. Participant hereby authorizes Ensemble and its designated agents to conduct a background check and a credit check for the purpose of assessing Participant's eligibility for participation in the Program. This authorization includes obtaining reports from credit reporting agencies and conducting searches into Participant's history, including but not limited to verification of identity, creditworthiness, and any criminal history. Participant agrees to provide any necessary information and consents required to facilitate these checks. Ensemble reserves the right to assess the results of these checks in determining Participant’s continued eligibility for the Program and may take action, including Suspension or termination of participation, based on the findings. Ensemble will ensure that any information obtained through these checks is used solely for the purposes of eligibility assessment and will maintain the confidentiality of such information in accordance with applicable laws and the Ensemble Privacy Policy.
3. Participant Obligations.
3.1 Compliance. Participant will (a) conduct itself with professionalism, comply with Ensemble's code of conduct, anti-harassment policy, and other reasonable policies, guidelines, and standards established by Ensemble from time to time, both while participating in Program activities and otherwise; (b) ensure that Participant's use of the Services complies with this Agreement, (c) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services; and (d) promptly notify Ensemble of any unauthorized use of, or access to, the Services, Account, or Participant's password of which Participant becomes aware. Ensemble reserves the right to investigate any potential violation of this Agreement by Participant, which may include reviewing Participant's use of the Fastrack Portal.
3.2 Privacy. Participant is responsible for any consents and notices required to permit Participant's participation in the Program and use and receipt of the Services.
3.3 Restrictions.
(a) Participant will not (i) copy, modify, or create a derivative work of the Services; (ii) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (iii) sell, resell, sublicense, transfer, or distribute any or all of the Services; (iv) use or exploit the Program or access to the Services in order to violate, or encourage the violation of, the legal rights of others; (v) engage in, promote, or encourage illegal activity; (vi) use the Services for any unlawful, invasive, infringing, defamatory, or fraudulent purpose, phishing, or creating a pyramid scheme; (vii) use the Services to distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature; (viii) to gain unauthorized access to, disrupt, or impair the use of the Services, or the equipment used to provide the Services; (ix) alter, disable, interfere with or circumvent any aspect of the Services, or the equipment used to provide the Services; (x) use or exploit the Program to generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertisements, or other solicitations; or (xi) access or use the Services in a manner intended to avoid incurring Fees.
(b) Participant acknowledges and agrees that, unless Ensemble (i) approves Participant’s participation in the Ensemble travel consortium and (ii) Participant executes a membership agreement with Ensemble, Participant is not, and will not be deemed, a member of the Ensemble consortium solely by virtue of its participation in the Program. Accordingly, Participant is ineligible to access services reserved exclusively for Ensemble members, including but not limited to profit-sharing, preferred supplier agreements, exclusive perks and benefits, certain technology and software, and any other services Ensemble may designate from time to time. Participant is expressly prohibited from representing to any third party, including suppliers and end-customers, that it is a member of the Ensemble consortium or from selling travel as such, unless the foregoing conditions are satisfied. Enrollment in the Program or receipt of Services does not constitute pre-approval for Ensemble consortium membership. Ensemble reserves the right to deny membership to any Participant for any reason or no reason.
4. Suspension.
Ensemble may immediately Suspend all or part of Participant's participation in the Program or use of the Services if (a) Ensemble reasonably believes Suspension is needed to protect the Services, Ensemble’s infrastructure supporting the Services, or any other user of the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Ensemble reasonably believes that immediate Suspension is required to comply with any applicable law or to prevent infringement of a third-party's Intellectual Property Rights, personal rights, or privacy rights; (d) Participant has failed to make payment when due; (e) Participant is in breach of this Agreement; (f) Ensemble reasonably believes there is a risk of fraud or fraudulent activity; (f-1) there have been multiple instances of fraud, chargebacks, or fraudulent transactions associated with Participant's participation in the Program, or Ensemble reasonably determines that Participant lacks adequate fraud prevention, detection, or mitigation controls; or (g) Ensemble reasonably believes that continued participation in the Program or use of the Services would create legal exposure for Ensemble. Ensemble will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved.
5. Intellectual Property Rights; Feedback
5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Ensemble retains all Intellectual Property Rights in the Services, including the Ensemble Content and Fastrack Portal.
5.2 Limited License. Ensemble grants Participant a limited, non-transferable, non-sublicensable, revocable license to access and use the Ensemble Content and Fastrack Portal solely for Participant’s internal business purposes and in accordance with this Agreement.
5.3 Third-Party Offerings. Ensemble may make Third Party Offerings available through or in connection with your participation in the Program. These Third-Party Offerings are owned and operated by their respective licensors or providers and are not under Ensemble's control. Your use of any Third-Party Offering may be subject to additional terms and conditions imposed by the applicable third party. While Ensemble makes commercially reasonably efforts to ensure that Third-Party Offerings meet Ensemble's quality standards (which Ensemble shall determine in its sole discretion), Ensemble does not endorse, warrant, or assume any responsibility or liability for Third-Party Offerings, including their content, functionality, or compliance with applicable laws. Access and use of Third-Party Offerings are at your own risk.
5.3 Participant Feedback. At its option, Participant may provide feedback or suggestions about the Services to Ensemble ("Feedback"). If Participant provides Feedback, then Ensemble and its Affiliates may use that Feedback without restriction and without obligation to Participant.
6. Confidential Information.
6.1 Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates' employees, agents, subcontractors, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
6.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
6.3 Participant Personal Information. Participant personal information shared in connection with the Program or through Participant's use of the Services is subject to the Ensemble Privacy Policy which is incorporated into this Agreement by reference.
7. Term and Termination.
7.1 Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue until this Agreement is terminated as stated in this Section 7 (Term and Termination).
7.2 Termination for Breach. To the extent permitted by applicable law:
(a) either party may terminate this Agreement immediately on written notice if the other party is in material breach of this Agreement and fails to cure that breach within 5 days after receipt of written notice of the breach; and
(b) Ensemble may terminate this Agreement immediately on written notice if Ensemble reasonably believes that (i) continued provision of any Service used by Participant would violate applicable law(s), (ii) Participant has violated or caused Ensemble to violate any applicable law(s); (iii) Participant has breached Section 3 (Participant Obligations) or Section 6 (Confidential Information) of this Agreement; or (iv) Participant has infringed or misappropriated Ensemble's intellectual property.
7.3 Termination for Convenience. Either party may terminate this Agreement at any time by providing notice to the other party, and such termination shall take effect at the start of the next monthly billing cycle. Participant may terminate this Agreement by cancelling its subscription through the Fastrack Portal or by contacting support@fastrack.ensembletravel.com.
7.4 Effects of Termination. If this Agreement terminates, then all rights and access to the Program and Services will terminate. Unless expressly stated otherwise in this Agreement or required by law, termination under any section of this Agreement will not oblige Ensemble to refund any Fees, provided that if Participant has purchased Package Services or Additional Services that expire or occur after the effective date of termination, and Ensemble has terminated this Agreement under Section 7.3 (Termination for Convenience) then Ensemble may, at its discretion, either (a) allow continued access until such Package Services or Additional Services have been provided (which shall remain subject to the terms of this Agreement), or (b) provide a pro-rata refund for the unused portion of such Package Services or Additional Services.
8. Publicity. Neither party may use the other party’s Brand Features or issue, publish, or present a press release, blog post, speech, social media post, or investor relations call or announcement discussing Participant’s participation in the Program, use of the Services or this Agreement without the written consent of the other party, except as expressly permitted in this Agreement. Subject to the preceding sentence, Participant may state publicly that it is a participant in the Ensemble Fastrack Program and display Ensemble Brand Features in accordance with the Branding Guidelines. Ensemble may use Participant's name and Brand Features in online or offline promotional materials of the Program. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
9. Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, and (b) it will comply with all laws applicable to (i) its participation or administration of the Program, and (ii) its provision, receipt, or use of the Services, in each case as applicable.
10. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, ENSEMBLE DOES NOT MAKE AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE PROGRAM OR SERVICES; AND (B) ANY REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS, OR QUALITY OF THE CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES, INCLUDING ANY ENSEMBLE CONTENT. ENSEMBLE EXPRESSLY DISCLAIMS ANY LIABILITY FOR PARTICIPANT'S USE OF THIRD-PARTY OFFERINGS AND ANY ACTS, OMISSIONS, OR REPRESENTATIONS OF THIRD-PARTY PROVIDERS, INCLUDING: (i) ANY LOSS, DAMAGE, OR CLAIM ARISING FROM OR RELATING TO SUCH USE; (ii) ANY FAILURE OF THIRD-PARTY OFFERINGS TO OPERATE AS INTENDED OR TO MEET PARTICIPANT’S REQUIREMENTS; AND (iii) ANY SECURITY BREACH, DATA LOSS, OR OTHER INCIDENT ATTRIBUTABLE TO THIRD-PARTY OFFERINGS OR PROVIDERS. PARTICIPANT ACKNOWLEDGES THAT THIRD-PARTY OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ENSEMBLE HAS NO OBLIGATION TO MONITOR, VALIDATE, OR SUPPORT SUCH OFFERINGS.
11. Limitation of Liability.
11.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 11.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to this Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
11.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to this Agreement in connection with the Services is limited to the fees Participant paid for such Services during the 12 month period before the event giving rise to Liability.
11.3 Unlimited Liabilities. Nothing in this Agreement excludes or limits either party's Liability for:
(a) its fraud or fraudulent misrepresentation;
(b) its obligations under Section 12 (Indemnification);
(c) its infringement or misappropriation of the other party's Intellectual Property Rights;
(d) its payment obligations under this Agreement; or
(e) matters for which liability cannot be excluded or limited under applicable law.
12. Indemnification.
12.1 Ensemble Indemnification Obligations. Ensemble will defend Participant and indemnify Participant against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Ensemble Brand Feature, in each case used in accordance with this Agreement, infringes the third party's Intellectual Property Rights.
12.2 Participant Indemnification Obligations. Participant will defend Ensemble and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (i) Participant's breach of applicable law; (ii) Participant's breach of Section 3 (Participant Obligations) or Section 6 (Confidential Information) of this Agreement; (iii) Participant's infringement or misappropriation of Ensemble's intellectual property; and (iv) Participant's infringement of any third-party rights, including Intellectual Property Rights, personal rights, or privacy rights; (v) any claim related to Participant's employment status or tax obligations; and (vi) Participant's gross negligence or willful misconduct.
12.3 Exclusions. Sections 12.1 (Ensemble Indemnification Obligations) and 12.2 (Participant Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of this Agreement, or (b) in the case of Ensemble or any of its Affiliates as the indemnifying party, any Services provided to Participant free of charge.
12.4 Conditions. The following applies to any indemnification obligations under Sections 12.1 (Ensemble Indemnification Obligations) and 12.2 (Participant Indemnification Obligations):
(a) Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 12.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 12.1 (Ensemble Indemnification Obligations) or 12.2 (Participant Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.
(b) Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
(c) if the indemnifying party determines, acting reasonably, that the indemnified party is not making reasonable efforts in the defense of the Third-Party Legal Proceeding, the indemnifying party may assume control of such defense at the indemnified party’s sole cost and expense.
12.5 Remedies. If Ensemble reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Ensemble may, at its sole option and expense (i) procure the right for Participant to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; (iii) replace the Services with a non-infringing alternative that has materially equivalent functionality; or (v) Suspend the Participant's use of the impacted Services.
12.6 Sole Rights and Obligations. Without affecting either party's termination rights and to the extent permitted by applicable law, this Section 12 (Indemnification) states Participant's sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 12 (Indemnification).
13. Miscellaneous.
13.1 Notices. Under this Agreement, notices to Participant must be sent to the Notification Email Address and notices to Ensemble must be sent to support@fastrack.ensembletravel.com with a copy to legal.notices@rangegroup.com. Notice will be treated as received when the email is sent. Participant is responsible for keeping its Notification Email Address current throughout the Term.
13.2 Emails. The parties may use emails to satisfy written approval and consent requirements under this Agreement.
13.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except that Ensemble may assign this Agreement to an Affiliate. Any other attempt to assign is void.
13.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, labor strikes, terrorism, riots, or war. However, this Section 13.4 (Force Majeure) does not excuse or delay any of Participant's payment obligations under this Agreement.
13.5 Subcontracting. Ensemble may subcontract obligations under this Agreement but will remain liable to Participant for any subcontracted obligations.
13.6 No Agency. This Agreement does not create any employment, agency, partnership, or joint venture between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf, and nothing in this Agreement will be construed as granting such authority. Each party acts solely as an independent contractor in performing its obligations under this Agreement. Participant is solely responsible for any taxes (including income taxes or withholding taxes) or reporting obligations that may apply to its activities under this Agreement.
13.7 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
13.8 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. The invalid, illegal, or unenforceable provision will be interpreted, reformed, or replaced to the maximum extent possible to achieve the original intent of the parties.
13.9 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
13.10 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
13.11 Governing Law. This Agreement will be governed by and construed in accordance with the laws of: (a) the State of Delaware, if the contracting entity is Ensemble Travel, Inc.; or (b) the Province of Ontario and the laws of Canada applicable therein, if the contracting entity is Ensemble Travel Ltd., in each case without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in the applicable jurisdiction above.
13.12 Amendments. Except as stated in Sections 1.4(b) (Updates: To this Agreement), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
13.13 Survival. The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Feedback) Section 6 (Confidential Information), Section 7.4 (Effect of Termination), Section 10 (Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), and Section 13 (Miscellaneous).
13.14 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. After the Effective Date, Ensemble may provide an updated URL in place of any URL in this Agreement.
13.15 Headers. Headings and captions used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.
13.16 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation. Unless otherwise specified, all references to "$" in this Agreement refer to United States dollars.
13.17 Definitions.
"Account" means Participant's Fastrack Portal account.
"Additional Services" means optional products, services, or applications offered by Ensemble or its Affiliates that may be accessible for use in connection with the Program.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. Ensemble Travel, Inc. and Ensemble Travel Ltd. shall be deemed Affiliates for the purpose of this Agreement.
"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
"Branding Guidelines" means Ensemble’s then-current Ensemble branding guidelines, as may be updated by Ensemble from time to time.
"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under or in connection with this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
"Control" means control of greater than 50 percent of the voting rights or equity interests of a party.
"Ensemble Privacy Policy" means the Ensemble privacy policy accessible at https://www.ensembletravel.com/pages/privacy-policy, as updated from time to time.
"Fastrack Content" means all documents, data, content, information, and other materials, whether in physical, digital, or any other form, that are provided or made available to the Participant by Ensemble in connection with the Services, including but not limited to training materials, presentations, guides, templates, reports, software, Ensemble Brand Features, and any related intellectual property.
"Fastrack Portal" means the online console(s), portal, or dashboard provided by Ensemble to Participant for accessing and using the applicable Services.
"Fees" means the applicable fees for Services, plus any applicable Taxes.
"including" means including but not limited to.
"Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party, and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
"Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
"Notification Email Address" means the email address(es) associated with Participant's Fastrack Portal Account.
"Services" means Standard Services, Package Services, and Additional Services. In each case, Services exclude any Third-Party Offerings.
"Standard Services" means access to the Ensemble Content, Fastrack Portal, and other services included in the monthly Program subscription as determined by Ensemble from time to time.
"Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
"Taxes" means all government-imposed taxes, except for taxes based on Ensemble's net income, net worth, asset value, property value, or employment.
"Term" has the meaning stated in Section 8.1 (Agreement Term) of this Agreement.
"Third-Party Offerings" means third-party services, software, products, and other offerings.
"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).