Rallio Terms

This Rallio Access Agreement (the "Agreement") is entered into by Ensemble ("us", "we" or "our") and the entity or person agreeing to these terms ("you" or "yours") and governs your access to and use certain social media content creation, syndication, and performance analytics services provided by Socialwise, Inc. dba Rallio ("Rallio") and made available by Ensemble to you from time to time (the "Services"). For the purposes of this Agreement, "Ensemble" means: (a) Ensemble Travel Ltd. if you are a resident of or an entity incorporated in Canada; or (b) Ensemble Travel, Inc. if you are a resident of or an entity incorporated in a country outside of Canada.

This Agreement is effective when you click to accept or otherwise agree to it (the "Effective Date"). If you are accepting on behalf of an entity, you represent and warrant that (i) you have full legal authority to bind the entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the entity, to this Agreement. If you are accepting as an individual, you represent and warrant that you have read and understand this Agreement and agree to be bound by its terms. As of the Effective Date, this Agreement supersedes and replaces any other agreement between the parties pertaining to the subject matter herein.

THEREFORE, for the mutual consideration set forth herein, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.   Services

Subject to the terms of this Agreement, we hereby provide you a non-exclusive, non-transferable, personal, limited, terminable right to access and use the Services. You assume responsibility for the selection of hardware, software, connectivity and the like to achieve your intended results in order to access and use the Services and results obtained from it.

2.   Payment Terms.

2.1.                Billing. Ensemble will invoice you for all Fees (as defined in Schedule "A") for the Services in accordance with your customer type. You will pay all Fees in the currency stated in the invoice. You agree to pay all outstanding amounts owed by the earlier of (a) 30 days after the invoice date or (b) the payment due date specified on the invoice. Unless required by law, your obligation to pay all Fees is non-cancellable except as expressly stated herein. Payments must be made via ACH unless otherwise specified by Ensemble.

2.2.                Taxes

a)   You are 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 you and you will pay such Taxes to us, unless you provide us with a timely and valid tax exemption certificate in respect of those Taxes. "Taxes" means all government-imposed taxes, except for taxes based on Ensemble's net income, net worth, asset value, property value, or employment.

b)   You will provide us with any applicable tax identification information that we may require under applicable law to ensure compliance with applicable tax regulations and authorities in applicable jurisdictions. You will be liable to pay (or reimburse us for) any taxes, interest, penalties, or fines arising out of any misdeclaration by you.

3.   Your Obligations

3.1.                Compliance. You will (a) ensure that you and your end users' use of the Services complies with this Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify us or Rallio of any unauthorized use of, or access to, the Services, account, or your password of which you become aware, (d) provide access to the Services only to the number of end users permitted by Ensemble based on your customer type as set forth in Schedule "A", and (e) not exceed the permitted number of end users without prior written authorization from Ensemble and payment of applicable additional Fees. Ensemble reserves the right to investigate any potential violation of this Agreement by you or your end users.

3.2.                Restrictions. The Service may be accessed and used by you only using the platform or accounts approved by Ensemble. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or any application(s) therein in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet 'links' to the Service or 'frame' or 'mirror' any elements thereof on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; or (v) allow anyone other than your authorized employees, representatives, contractors, consultants and/or agents who need to use the Service in connection with your rights and obligations under this Agreement to access and have use of the same. You must immediately notify us if you become aware or reasonably suspect that a violation of this Section 3.2 (Restrictions) has occurred.

3.3.                Affirmative Obligations. In addition to the restrictions set forth in Section 3.2 above, you shall:

a)   Content Review and Approval. Review and approve all content before publishing from your account. You acknowledge and agree that once you elect to publish any content, whether manually, through review and approval, or via automated publishing settings, you assume full responsibility for such publication and all consequences thereof.

b)   Intellectual Property and Content Standards. Ensure that all content you create, upload, or publish through the Service: (i) does not infringe or violate any third-party Intellectual Property Rights (defined below); (ii) does not violate any person's rights of privacy or publicity; (iii) does not contain defamatory, obscene, or unlawful material; and (iv) complies with all applicable advertising and marketing laws and regulations.

c)    AI-Generated Content Validation. Review, validate, and independently verify any AI-generated content or recommendations provided through the Service before using, relying upon, or publishing such content. You acknowledge that AI-generated content may not always be accurate, complete, or error-free, and that AI-generated content is not intended for use in regulated industries or for regulated purposes without independent professional verification.

d)   Third-Party AI Provider Compliance. Comply with all reasonable terms, conditions, and restrictions imposed by third-party AI providers (including, without limitation, OpenAI and any other providers whose services are integrated into the Service) when using AI-powered features or services within the platform. We or Rallio reserve the right to suspend your access to AI-powered features if we determine, in our reasonable discretion, that your use violates any such third-party terms.

e)   Social Media Account Authorization. Authorize Rallio's access to your social media accounts only via the platform permissions and authentication mechanisms provided through the Service. You understand that access is provided via tokenized authentication and that neither we nor Rallio will publish or modify content or access any social media account unless expressly authorized by you. You represent and warrant that you have all necessary rights, permissions, and authority to grant such access.

f)     Compliance with Laws and Third-Party Rights. Comply with all applicable laws, regulations, and third-party rights (including Intellectual Property Rights and privacy rights) in connection with your use of the Service and any content you create, upload, or publish through the Service.

g)    Prohibited Disclosure. Not disclose, publish, or share with any third party (including competitors or suppliers in the travel industry) any information regarding: (i) pricing or fees for the Service; (ii) performance metrics, analytics, or data provided by the Service regarding your account or usage; or (iii) any other confidential or proprietary information regarding the Service, without our prior written consent.

4.   Ownership

4.1.                Ownership of the Service. 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. All worldwide Intellectual Property Rights that are embodied in or related to the Service, including the platform software, dashboard tools, interface design, functionality, and underlying technology, are, and at all times shall remain, the sole and exclusive property of Ensemble, Rallio, or our other licensor(s), whether or not specifically recognized or protected under local laws. For purposes of this Agreement, the term "Intellectual Property Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You may not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notices placed on or that appear in association with the Service.

4.2.                Ownership and License of Content.

a)   Your Content. You retain exclusive ownership of all content you upload to the Service, including logos, trademarks, brand assets, written or visual content, and any other materials you create or provide ("Your Content"). You grant to us and Rallio a non-exclusive, worldwide, royalty-free, non-transferable license to access, display, process, store, and transmit Your Content solely to the extent necessary to provide the Services to you, including content scheduling, syndication, distribution, storage, and analytics. This license terminates upon termination of this Agreement, except that we and Rallio may retain copies of Your Content as required by law or for legitimate business purposes such as backup, archival, or dispute resolution, subject to the confidentiality obligations set forth in Section 6.

b)   Ensemble and Rallio Content. If the Services include access to pre-designed content libraries, templates, syndicated content feeds, or AI-generated content, such materials may be provided by us (Ensemble), Rallio, or third-party suppliers (collectively, "Platform Content"). All Intellectual Property Rights in Platform Content remain with us, Rallio, or the applicable third-party licensors, as applicable. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access, use, customize, and publish Platform Content solely in connection with your authorized use of the Services during the Term. You may modify Platform Content for your own use, but such modifications do not grant you any ownership rights in the underlying Platform Content.

c)    Social Media Account Access and Data. If you connect your social media accounts to the Service, such access is provided via tokenized authentication (e.g., OAuth), and neither we nor Rallio will store or manage your login credentials. You acknowledge and agree that we may access personal information, account data, analytics, performance metrics, and other data associated with your social media accounts and your use of the Service in connection with the provision of the Services ("Your Client Data"). You explicitly authorize and grant us and Rallio permission to access, collect, process, and use such data solely for purposes of providing, supporting, maintaining, and improving the Services, and to create aggregated and anonymized information as described in Section 3.4 below. To the extent that we or Rallio access, collect, process, and use any personal information contained in the Client Data in connection with your use of the Service, we and Rallio agree to comply with all applicable data privacy laws and will use commercially reasonable practices in handling Your Client Data. We may enable, facilitate, or configure your access to social media integration features through the Service, but we and Rallio will not publish, modify, or otherwise access Your Content or any social media account unless expressly authorized by you via the platform permissions and authentication mechanisms provided through the Service.

d)   Aggregated and Anonymized Data. Notwithstanding anything to the contrary in this Agreement, we and Rallio may collect, compile, and use data derived from your use of the Services to create aggregated, de-identified, and/or anonymized data that does not identify you or any individual ("Aggregated Data"). We and Rallio retain all right, title, and interest in and to Aggregated Data. We and Rallio may use Aggregated Data for any lawful business purpose, including without limitation to: (a) analyze and improve the Services; (b) develop new features, products, or services; (c) conduct research and analytics; (d) create benchmarks, statistical analyses, and industry reports; and (e) for marketing and promotional purposes. Aggregated Data will not include any information that, alone or in combination with other information, can be used to identify you, your business, or any individual. For clarity, Aggregated Data does not include Your Content or any personally identifiable information.

4.3.                Feedback.

If you provide us or Rallio with any suggestions, ideas, enhancements, recommendations, or other feedback regarding any aspect of the Services ("Feedback"), you grant to us and Rallio (and our respective successors, licensees, and assigns) a non-exclusive, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up, worldwide right and license to use, copy, reproduce, modify, create derivative works of, display, perform, distribute, and otherwise exploit such Feedback for any purpose, including to improve, enhance, or develop the Services or other products or services. You acknowledge and agree that we and Rallio shall have no obligation to compensate you for any Feedback or to maintain any Feedback in confidence. Nothing in this Section 4.3 shall be construed as transferring or assigning any ownership rights in intellectual property to us or Rallio beyond the license expressly granted herein.

5.   Updates

To the extent that our licensor(s) provide(s) us with the same, we will provide you with updates for the Service. However, you understand and agree that we have no obligation to provide you with hard-copy documentation, upgrades, enhancements, modifications, updates or other support beyond whatever from time to time may be provided to us. You acknowledge that certain updates may impact the operation of interfaces using the Service and may require you to take certain actions to ensure the proper operation of the interface and data exchange through the Service.

6.   Limited Warranty

Remedies and Disclaimer of Warranty. We represent and warrant that we have the right to grant to you the access and use rights conferred herein. Except for the foregoing express warranty, the product is licensed to you on an “AS IS” basis without any warranty whatsoever. To the extent that we may agree to provide any of the foregoing services, the same will be addressed in separate agreement(s). WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WE DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY INFORMATION OR OTHER DATA OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SAME AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY STATED IN THIS SECTION 6, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES AND COUNTRIES DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY BY STATE OR COUNTRY. YOUR ACCESS TO AND USE OF THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE SERVICE WILL BE HOSTED BY THIRD PARTIES IN RESPECT OF WHOM WE HAVE NO CONTROL AND FOR WHICH WE CAN ASSUME NO LIABILITY OR RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

AI-Generated Content Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE MAY INCLUDE AI-POWERED FEATURES THAT GENERATE CONTENT, RECOMMENDATIONS, OR OTHER OUTPUT USING ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. AI-GENERATED CONTENT IS PROVIDED AS A TOOL TO ASSIST WITH CONTENT CREATION AND IS NOT A SUBSTITUTE FOR HUMAN JUDGMENT, EXPERTISE, OR PROFESSIONAL ADVICE. WE NOR RALLIO MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, OR SUITABILITY OF ANY AI-GENERATED CONTENT FOR ANY PARTICULAR PURPOSE. AI-GENERATED CONTENT IS NOT INTENDED FOR USE IN REGULATED INDUSTRIES OR FOR ANY PURPOSE WHERE INACCURATE OR INCOMPLETE INFORMATION COULD LEAD TO HARM, LIABILITY, OR REGULATORY VIOLATIONS, UNLESS INDEPENDENTLY VERIFIED BY QUALIFIED PROFESSIONALS. YOU ASSUME ALL RISK AND LIABILITY FOR YOUR USE OF, RELIANCE UPON, OR PUBLICATION OF AI-GENERATED CONTENT. WE AND RALLIO EXPRESSLY DISCLAIM ANY WARRANTY THAT AI-GENERATED CONTENT WILL BE ACCURATE, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE.

7.   Confidentiality

You acknowledge and agree that during the course of this Agreement you may receive certain trade secrets, confidential information, and other proprietary data belonging to us, Rallio, other licensor(s), or other third parties including but not necessarily limited to, this Agreement, technical information (methods, processes, systems, techniques, computer programs, etc.), business information (supplier lists, pricing data, etc.), fees and pricing for the Service, and performance metrics or analytics data generated by the Service. You agree that you shall not during, or at any time after the termination of this Agreement, use, disclose or divulge to others any trade secrets, confidential information, or any other proprietary data in violation of this Agreement. You shall not disclose pricing, fees, or performance metrics to any third party, including competitors, suppliers, or other members of the Ensemble consortium, without our prior written consent. You expressly acknowledge and agree that we may share this Agreement, and other information relevant to the sublicensing of the Service to you, to the licensor for the purpose of administration and management and enforcing our rights under this Agreement.

8.   Limitation of Liability

IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT EXCEED THE TOTAL FEES YOU PAID TO US UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE HEREUNDER, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR YOUR COST OF PROCURING SUBSTITUTE GOODS.  THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS ARISING FROM ENSEMBLE'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

9.   Exclusions

IN NO EVENT SHALL WE OR RALLIO BE LIABLE TO YOU FOR (I) ANY PROGRAMMING ERRORS, PERFORMANCE, OR DELIVERABLES OF THE SERVICE; (II) YOUR USE OF THE SERVICE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR APPLICABLE LAW, OR ANY MODIFICATIONS MADE BY YOU TO THE SERVICE; (III) ANY PLATFORM CONTENT; (IV)  ANY LIABILITY RESULTING FROM YOUR NEGLIGENCE OR FROM AN ACT OR FAULT COMMITTED BY YOU IN USING THE SERVICE; OR (V) YOUR FAILURE TO COMPLY WITH YOUR OBLIGATIONS UNDER SECTION 2 OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION: (A) YOUR FAILURE TO REVIEW, APPROVE, OR VALIDATE CONTENT BEFORE PUBLICATION; (B) YOUR RELIANCE ON AI-GENERATED CONTENT WITHOUT INDEPENDENT VERIFICATION; (C) INACCURACIES, ERRORS, OR OMISSIONS IN AI-GENERATED CONTENT; (D) UNAUTHORIZED ACCESS TO OR USE OF YOUR SOCIAL MEDIA ACCOUNTS RESULTING FROM YOUR GRANT OF AUTHORIZATION THROUGH THE SERVICE; (E) YOUR PUBLICATION OF CONTENT THAT VIOLATES THIRD-PARTY RIGHTS OR APPLICABLE LAW; OR (F) YOUR FAILURE TO COMPLY WITH THIRD-PARTY AI PROVIDER TERMS.

10.         Indemnification

You shall indemnify and hold us, our licensor(s) and each of their and our respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, causes of action, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:

(i) an allegation that our access to, possession or storage of your or your customers' data violates or infringes any of their rights, including their privacy rights, or has caused harm to a third party;

(ii) the breach or violation by you of your representations, warranties or covenants under this Agreement, including your obligations under Section 2;

(iii) your violation of applicable law;

(iv) claims arising from your fraud or fraudulent misrepresentation;

(v) claims arising from your gross negligence or willful misconduct;

(vi) claims resulting from fraudulent access and use of the Service;

(vii) claims arising from any infringement alleged to be caused by the combination of the Service with any of your products, service, and hardware or business process;

(viii) claims arising from your publication, use, or reliance upon any content (including AI-generated content) created, uploaded, or published through the Service;

(ix) claims arising from your failure to review, validate, or approve content before publication;

(x) claims that any content you created, uploaded, or published through the Service infringes or violates any third-party intellectual property rights, privacy rights, or other rights;

(xi) claims arising from your authorization of access to your social media accounts or any unauthorized use of such accounts;

(xii) claims arising from your violation of any third-party AI provider terms or restrictions; or

(xiii) claims arising from your disclosure of confidential information, including pricing, fees, or performance metrics, in violation of Section 7 of this Agreement;

provided in any such case, that we (a) give you written notice of the claim promptly; (b) give you sole control of the defense and settlement of the claim (except you may not settle any claim without our consent, unless you unconditionally release us of all liability and such settlement does not affect us or our licensor(s)); (c) provide you all available information and assistance; and (d) have not compromised or settled such claim. Notwithstanding the foregoing, if you fail to assume the defense of any such claim within thirty (30) days after receiving notice thereof, or if we reasonably determine that you are not conducting the defense of such claim in a reasonably diligent or competent manner, we may assume control of the defense and settlement of such claim at your cost and expense, and you shall remain responsible for all fees, costs, damages, and expenses associated with such claim

11.         Suspension

We reserve the right to immediately suspend your access to and use of the Service: (i) if there is an emergency security issue; (ii) to prevent damages to, or degradation of, the licensor(s)’ or our systems, operations, networks, or infrastructure; (iii) to comply with law; (iv) if you breach this Agreement; (v) if access to the Service is suspended by the licensor(s); and (vi) if you fail to pay any amount owed hereunder when due. We will restore access to the Service promptly after the event giving rise to the suspension is resolved.

12.         Term and Termination

This Agreement shall commence on the Effective Date and shall remain in force for the Term (as defined in Schedule “A”), and for so long as: (a) you do not breach or violate the terms and conditions of this Agreement, including without limitation your obligation to pay all amounts due to us hereunder; (b) you are a member of the Ensemble consortium; and (c) our license to the Service remains in effect. Upon the termination or expiration of our licensed rights to the Service, or upon any breach or violation by you of any of the terms and conditions of this Agreement, regardless of whether such breach or violation is material, and in either case without limiting any of the other remedies available to us at law or under this Agreement, this Agreement and all of your rights hereunder shall immediately terminate.

13.         Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You further represent and warrant that:

a)   Authority for Social Media Access. You have all necessary rights, permissions, authorizations, and authority to grant Rallio access to any social media accounts you authorize through the Service, and such authorization does not and will not violate any agreement with or rights of any third party;

b)   Ownership and Rights in Content. You own or have all necessary rights, licenses, and permissions to use, upload, and grant the licenses set forth herein with respect to all content you upload to or create through the Service; and

c)    Compliance with Laws. Your use of the Service and all content you create, upload, or publish through the Service will comply with all applicable laws, regulations, and third-party rights.

14.         Notice

We may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in our account information, or by written communication sent by first class mail or prepaid post to your address on record in our account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give us notice (such notice shall be deemed given when received by us) at any time by any sending an email to members@ensembletravel.com.

15.         Modification to Terms

We reserve the right to modify the terms and conditions of this Agreement or any of our policies relating to the Service at any time, effective upon posting of an updated version of this Agreement at this URL or any replacement URL. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

16.         Assignment

This Agreement may not be assigned by you without our prior written approval but may be assigned without your consent by us to: (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

17.         General

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable thereto, without regard to the choice or conflicts of law provisions of any jurisdiction, and the parties agree that in respect of all disputes, actions, claims or causes of action arising out of or in connection with this Agreement they shall attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. If any provision of this Agreement is held by court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. The failure by us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This Agreement comprises the entire agreement between you and us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

SCHEDULE "A"

TERM AND FEES

A. Term 

Subject to Section 12, this Agreement shall commence on the Effective Date and shall continue for an initial period of one year (the “Initial Term”), and be automatically renewed thereafter for successive one (1) year terms (the “Renewal Terms”, and together with the Initial Term, the “Term”), unless terminated by notice in writing from one party to the other at least sixty (60) days prior to any date of renewal.

B. Fees, Invoicing and Payment

(a) Fees. "Fees" means the charges payable by you for access to and use of the Services as set forth below. You will pay all Fees in the currency stated in the invoice. All Fees set forth in this Schedule A will be charged in Canadian dollars (CAD) if you are based in Canada, or in United States dollars (USD) if you are based outside Canada.

Customer Type Definitions:

• "Agency" means a travel agency entity that is a member of the Ensemble consortium.

• "Independent Contractor" or "IC" means an independent travel advisor affiliated with a Host Agency.

• "Host Agency" means a travel agency entity that operates as a host for multiple Independent Contractors.

• "ClientSite" means Ensemble's website platform service, when purchased as a bundled offering with the Service.

Fee Schedule:

Host Agency Volume Licensing:

Host Agencies may purchase access to the Services for a minimum of twenty (20) end-users at a discounted rate of $180.00 per year per license (e.g. $3,600.00 per year for 20 licenses). Host Agencies may, at their sole discretion, charge their affiliated Independent Contractors up to $20.00 per year per license and retain the difference between the amount charged to the Independent Contractor and the amount paid to Ensemble. Host Agencies are responsible for all billing, collection, and payment arrangements with their affiliated Independent Contractors. Ensemble will invoice Host Agencies directly for all licenses purchased under this volume pricing tier.

Fastrack PRO Promotional Offer:

Agencies enrolled in Ensemble's Fastrack PRO program are entitled to receive one (1) complimentary user access to the Service for Year 1 of this Agreement at no charge. After Year 1, standard Agency Fees as set forth above will apply unless otherwise agreed in writing.

(b) Fee Changes.

Ensemble reserves the right to change the Fees upon ninety (90) days' prior written notice to you. If you do not agree to the Fee changes, you may terminate this Agreement by providing written notice to Ensemble prior to the effective date of the Fee change, and such termination will be effective as of the date the Fee change would otherwise take effect.