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Terms and Conditions

These Terms and Conditions are effective as of January 14th, 2018. Welcome to Arrivedo, a service owned and operated by KipuLab, Inc., a Delaware Corporation (“Arrivedo”, “we”, “us”, or “our”).

By accessing Arrivedo’s web application or its website found at www.arrivedo.com (together the “Application” or “Website”), through a mobile device, mobile application, computer, or other means (collectively, the “Service”), you agree to be bound by these Terms and Conditions (this “Agreement”), whether or not you create a Arrivedo account. Please read these terms carefully before using our Service. Your use of the Application or Service constitutes your agreement to the Terms set forth herein. If you do not agree with any or all of the Term provisions, you are not authorized to use the Application or Service. This Agreement sets forth the legally binding terms and conditions for all use of the Application by all Members, registered or otherwise, of the Service (collectively, “visitors,” “Members,” “User” or “you”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

Key Terms

As used in this Agreement, the following terms shall mean:

  • "User": someone who accesses our Website, either as a registered Member or not.
  • "Member": a person who completes Arrivedo’s account registration process, including Hotels, Travel Writers, Freelance Editors, or any other User . Users may be classified as “Hotels” or “Travel Writers”, “Freelance Editors”, or other types, and specific terms may apply to those user types as provided for herein. Terms applicable to “you” or “Users” will be applicable to all Users, regardless of User Type.
  • "Accommodation Provider or Hotel": an institution providing a hospitality service represented by a Member in our Services.
  • "Travel Writer": a Member that registers for the purpose of contributing with Hotels by creating Neighborhood Guides and becomes certified for such by Arrivedo.
  • "Neighborhood Guide": the hotel’s unique profile composed of Articles with recommendations, routes or any other type of advice to share with guests. Hotels collaborate with Travel Writers to publish a personalized Neighborhood Guide to showcase via Arrivedo.
  • "Articles and Comments": the two units of information within our Neighborhood Guide Content.
  • "Your Content": All text, graphics, images, videos, or other content submitted to Service by any User.
  • "Content": any text, images, or other material comprised within www.arrivedo.com

Use of the Service

The Service provides a means for Users to access Neighborhood Guides and learn about Hotels and their surrounding areas. By using the Service in any way, you represent and warrant that:

  • You are 18 years or older if required in your jurisdiction.
  • You are legally permitted to use the Service and will only use the Service in complete compliance with all applicable laws.
  • All information that you submit upon registration for an Arrivedo Account (as defined below) is accurate, complete, and truthful in all respects.
  • All information that you share with other Users, including Your Content, will be accurate, complete, and truthful in all respects.

Further, you agree that you will not:

  • stalk, harass, intimidate, or purposefully deceive any other user;
  • post any of Your Content which violates and of the terms of this Agreement;
  • solicit money, goods, or services from other users except as expressly permitted in this Agreement;
  • impersonate any person, company, or other user;
  • create fake or multiple Arrivedo Accounts;
  • index, crawl, decode, or decompile the Service or any portion thereof; or
  • interfere with the Service’s access, network, security, or servers.

Arrivedo for Travelers

Arrivedo is a web application developed as a service for you, the User or Member. The Application and Services can be used as a hotel search platform with personalized Neighborhood Guides for each hotel.

Users may access this Content via our Website to understand various possibilities around the neighborhood of a hotel, discover hotel’s local recommendations, and finally to find current prices and availability of those hotels. For purposes of clarity, the term “User Services” includes all functionality made available through our Services to User. The Service is designed to help Users identify the hotel that will provide the best local experience in destination when travelling. The Service is also designed to help guests in destination get the most out of their stay in any given hotel worldwide. Users are represented by themselves, and since reaching our website you agree to access our User Services.

YOU UNDERSTAND AND AGREE THAT ARRIVEDO DOES NOT REPRESENT ANY ACCOMMODATION PROVIDERS (HOTELS, HOSTELS, ETC.), IS NOT A TRAVEL AGENCY, IS NOT A TRAVEL BROKER OR INSURER, AND IS NOT AN EDITORIAL HOUSE. ARRIVEDO HAS NO CONTROL OVER THE CONDUCT OF USERS OR TRAVEL SERVICES ON OUR APPLICATION. ANY RECOMMENDATIONS GIVEN, OR ANY BUSINESS RELATIONSHIP BETWEEN MEMBERS WITHIN ARRIVEDO IS ABSOLUTE RESPONSIBILITY OF THE MEMBERS THEMSELVES. ARRIVEDO MAY PROVIDE WHITE LABEL OR BRANDED SERVICES TO ACCOMMODATION PROVIDERS BUT ARRIVEDO WILL NOT BE RESPONSIBLE FOR ANY CONTENT, ACTIONS, OR OMISSIONS OF ANY SUCH ACCOMMODATION PROVIDER. YOU AGREE TO CONTACT ACCOMMODATION PROVIDERS DIRECTLY WITH QUESTIONS, COMMENTS, OR CONCERNS. ARRIVEDO DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

FURTHERMORE, YOU UNDERSTAND THAT ARRIVEDO IS CONSTANTLY IMPROVING ITS VALUE PROPOSITION TO ALL OF ITS STAKEHOLDERS (USERS, HOTELS, AND TRAVEL WRITERS). YOU ALSO UNDERSTAND THAT THE QUALITY OF OUR SERVICE HAS NO GUARANTEE TO BE STABLE OR UNCHANGING. ARRIVEDO RESERVES THE RIGHT TO MAKE ANY MODIFICATIONS TO OUR CURRENT SERVICE, INCLUDING FEES, ADVERTISING, COMMISSIONS AND/OR OTHER ECONOMIC TERMS NOT DEFINED AT THIS STAGE IN OUR SERVICE.

CONTENT (INCLUDING NEIGHBORHOOD GUIDES) MAY NOT BE ACCURATE AND IS AGGREGATED FROM THIRD PARTY SOURCES, AND PREVIOUS USERS, IN ARRIVEDO. UNDER NO CIRCUMSTANCE WILL ARRIVEDO BE RESPONSIBLE FOR ANY INACCURATE CONTENT. WE CAN’T GUARANTEE THE ACCURACY OF PAST GUESTS COMMENTS WITHIN OUR PLATFORM. STILL, WE PROMOTE A PLATFORM WELCOMING COMMENTS WITH TRUE LOCAL INSIGHTS OF PEOPLE WHO HAS ACTUALLY TRAVEL TO THE PARTICULAR HOTEL’S NEIGHBORHOOD THEIR COMMENTING IN.

Arrivedo for Hotels

The Service is designed to help Hotels attract travelers in search of a unique neighborhood experience. For purposes of clarity, the term “Hotel Services” includes all functionality made available through our Services to Hotels. Hotels are represented by its Members, and by posting any Content on behalf of a Hotel you agree to access our Hotel Services.

Any new features which augment or enhance the current Hotel Services, including the release of new features or products, is also governed by the Terms. In addition, we may (but are not required to) create additional terms for Hotels. We reserve the right at any time to change or discontinue the Hotel Services with or without notice. Hotels agree that Arrivedo shall not be liable to any Member or User or to any third party for any modification, suspension, or discontinuance of any of the Hotel Services.

Hotels can create and manage certain content for their Arrivedo profile (Hotel Services) for free. Certain Hotel Services may be provided for a premium fee or recurring charge (“Premium Hotel Services”). Premium Hotel Services may include, but are not limited to, white label or branded services and increase profile functionality. Premium Hotel Services are provided subject to an additional agreement entered into by and between Arrivedo and the Hotel.

The Service may show a list of hotels and pricing for each city. We obtain this data through metasearch technology and do not guarantee its accuracy. If you represent a hotel and wish to have your own specific rates presented on the Service, please contact us at support@arrivedo.com. We cannot accommodate all requests.

Our current Services for Hotels are free. Even if there are reservations sent (traffic) to the hotel website, we currently don’t charge hotels a direct fee, as we connect to the hotel’s existing inventory distributors (via metasearch channel manager). We reserve the right to change this pricing in the future at any time by updating this Agreement.

Members of Arrivedo who want to claim a hotel’s profile, should provide Arrivedo with proof of relationship to the Hotel to manage its hotel’s Neighborhood Guide in Arrivedo. Arrivedo verifies the identity of Members, as well as the relationship of the Member with Hotels, via direct communication with Members. We look for reasonable proof of evidence to verify this identity and ownership. We do not guarantee the veracity of the Users and its relationship to the Hotel, and if any user feels there is a wrong ownership, the Member should immediately contact us via support@arrivedo.com.

Hotel members in Arrivedo who claim the hotel profile agree to receive information about their account, the hotel’s Neighborhood Guide and product updates through email. Arrivedo sends emails to hotels via your Account, when past guest make recommendations or tips to guarantee delivery of this communication to the hotel. As part of our Services members can manage their hotel account via our admin panel available for hotels. Hotels will see their articles and prioritize them. Hotel names are provided for informational purposes.

Arrivedo for Writers

As part of our Neighborhood Guides services, the Service is also designed for Travel Writers to apply to become certified by Arrivedo. A Travel Writer (certified by Arrivedo) can sell their writing and digital skills to hotels that want to publish a Neighborhood Guide via our content platform. As used herein, the term “Travel Writer Services” means all functionality made available through our Services to Travel Writers. As used herein, the term “Travel Writer” means a User who applies for, and is accepted by Arrivedo as, a travel writer. Travel Writers and Freelance Editors (as defined below) will at all times be considered independent contractors and not employees of Arrivedo.

No User other than a Travel Writer is permitted to contact any Hotel for the purpose of creating a Neighborhood Guide via Arrivedo technology platform.

Any new features which augment or enhance the current Travel Writers Services, including the release of new features or products, is also governed by the Terms. In addition, we may (but are not required to) create additional terms for Travel Writers. We reserve the right at any time to change or discontinue the Travel Writers Services with or without notice. Travel Writers agree that Arrivedo shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Travel Writer Services.

Our current Services for Arrivedo Writers are free, but we reserve the right to change this pricing in the future. If we ever change this pricing conditions to Travel Writers we will notified them accordingly.

Travel Writers apply to become certified by Arrivedo. Arrivedo certified Writers can be recognized as such because they have access to create Content for hotels on the Arrivedo platform. An Arrivedo Writer has demonstrated travel writing experience with the digital skills Arrivedo requires. Arrivedo reserves the right to approve or reject any writer application based solely on our own criteria to evaluate skills and role fit. We look for reasonable proof of evidence to verify the identity of each Arrivedo Writer. We do not guarantee the veracity of any of the information provided by an Arrivedo Writer.

Arrivedo Writers may negotiate a fee payment, or free accommodation, with the hotel in exchange for collecting neighborhood recommendations from hotel staff and creating the hotel’s Neighborhood Guide Content. The payment method and amount should be arranged between the Travel Writer and Hotel before the Content is created.

If there is any misunderstanding in between the Hotel and Travel Writer, please approach Arrivedo with the situation so we can help transition out of the conflict as best as possible. Arrivedo is not responsible for ensuring Hotel payment to writers, and neither for ensuring Travel Writer delivery of your agreed Content. This transaction is conducted entirely between the Travel Writer and the Hotel.

Arrivedo does not employ Travel Writers. Travel Writers are certified by Arrivedo but have no affiliation with Arrivedo; Travel Writers are freelance writers. Any contract existing between a Travel Writer and a Hotel is strictly between the Travel Writer and Hotel and may not in any way bind Arrivedo.

Arrivedo may make freelance writing opportunities available to Travel Writers at its discretion from time-to-time. Arrivedo or Hotels may set the price for such engagements in its own sole judgment. Arrivedo may select Travel Writers who Arrivedo identifies as top contributors (by applying its own metrics, subject to change) to contribute editorial or other services to the Service. Travel Writers who are invited to participate as editorial contributors, and who accept such invitations, will be identified as “Freelance Editors” in this Agreement. Freelance Editors may be informed of incoming opportunities to edit Neighborhood Guides or other content. Freelance Editors may also transmit their availability to Arrivedo. We do not guarantee any minimum number of engagement for any Travel Writer or Freelance Editor.

Arrivedo’s certification of Travel Writers is designed to ensure that the Travel Writers meet a minimum level of proficiency. Arrivedo does not guarantee or warranty the credentials of any Travel Writer or Freelance Editor.

HOTELS AND TRAVEL WRITERS AGREE TO ENGAGE EACH OTHER SOLELY AT THEIR OWN RISK. UNDER NO CIRCUMSTANCE WILL ARRIVEDO BE LIABLE FOR ANY LOSS, LIABILITY, COST, OR EXPENSE INCURRED BY EITHER TRAVEL WRITERS OR HOTELS THROUGH THEIR ENGAGEMENT.

Our state of product and continuity of responsibility

Arrivedo may, at its sole and absolute discretion and without being liable to Users in any way, with or without prior notice, modify or discontinue, temporarily or permanently, all or part of its Service. Arrivedo may refuse to allow any User to utilize the Service. In addition, Arrivedo may, in its sole discretion, terminate any Member’s account at any time and for any reason. Arrivedo Services are provided on an “as is” and “as available” basis.

Your Content

You own the rights in and to Your Content. You grant to Arrivedo a perpetual, worldwide, royalty free, sublicenseable license to display, use, sell, and distribute Your Content and any derivatives thereof. This may include displaying Your Content with partner accommodation providers, Hotels or other services for broader broadcast, distribution, or publication. We will attribute Your Content created by you including the hotel name and writer name in Neighborhood Guides; provided, however, that if Arrivedo makes a material change to Your Content (as determined solely by Arrivedo) it may remove your attribution credit from Your Content. The license described in this paragraph shall survive any termination of this Agreement.

You also understand that Arrivedo Content should be unique, and that you should not republish neither original, adapted, or partial versions of the Content in Arrivedo on another platform. You represent and warrant that Your Content is owned solely by you and that you own the copyright to it, or that it is used with a Creative Commons license. Members are only permitted to use original Content on Arrivedo. If you’ve already posted the same Content elsewhere (personal blog, social media accounts, etc.) you can not republish that content on the Arrivedo platform. Similarly, you also agree and commit not to republish your existing content created on Arrivedo to other online platforms.

We will never sell the property of Your Content to third parties without your explicit permission. However, we can rent the Content to other travel providers who want to display neighborhood information around your hotel in their platform.

By publishing on Arrivedo, you agree to allow others to view and distribute Your Content.

We reserve the right to pre-screen user Content. We have the right (though no obligation), to refuse any Content you post or transfer to Arrivedo Services for any reason. We may modify and of Your Content at any time.

You can delete Your Content from Arrivedo at any time, though there may be a delay in removing it from public view due to operational requirements. We have no obligation to retain backup copies of your deleted Content on our servers. If you delete your account or Content, it may be permanently unrecoverable. Travel Writers are not allowed to delete Content once a hotel has purchased Content from them.

All content created by Travel Writers or Freelance Editors will be considered “work made for hire” and, to the extent not work made for hire, assigned in full from the Travel Writer or Freelance Editor to Arrivedo or the Hotel, as applicable. For the avoidance of doubt, Travel Writers and Freelance Editors will have no right in or to any such content. Furthermore, after a Travel Writer or Freelance Editor provides content, the Travel Writer or Freelance Editor will only be able to remove the article from public view from his or her Arrivedo account, although that article will remain public from the Hotel account view. The Hotel has full permission to modify the Content as desired. The Travel Writer can be de-linked from an article at anytime if he or she wishes by contacting support@arrivedo.com. Hotels can also remove writers from the hotel profile by emailing support@arrivedo.com.

You are responsible for the Content you submit to Arrivedo and assume all risks associated with it, including anyone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights to the written Content and images provided. Upon publishing, you represent that you own or have the necessary rights to post the Content on Arrivedo, and that doing so doesn’t conflict with any other licenses you’ve granted. You can only post original Content on Arrivedo, or content which showcases the Creative Commons agreement and rights that makes such content available for public reuse.

Arrivedo for Customers purchasing our White Label SaaS and Professional Services

These section of our General Terms and Conditions is between KipuLab, Inc (Service Provider or Arrivedo) and the hotel client (Customer) who has purchase our White Label Software-as-a-service (SaaS) and Professional Services Agreement (Service Agreement).

These General Terms and Conditions are made a part of the Arrivedo White Label, and are incorporated by reference therein. Any capitalized terms used but not defined herein shall have the meanings set forth in the White Label Software-as-a-service (SaaS) and Professional Services Agreements. All references to the term Agreement in these General Terms and Conditions shall have the meaning set forth in the White Label Software-as-a-service (SaaS).

1. SERVICES AND SUPPORT

1.1 Subject to the terms and conditions of the Service Agreement, Service Provider will provide Customer and Customer’s End Users (as defined herein) with access to a white-labeled version of the SaaS Services through the Internet as identified on the Cover Sheet of the Service Agreement. The SaaS Services are subject to modification from time to time at Service Provider’s sole discretion, for any purpose deemed appropriate by Service Provider. Service Provider will use reasonable efforts to give Customer prior written notice of any such modification. Customer shall make SaaS Services available only to its end users who have agreed for Service Provider’s benefit to an enforceable written agreement that is at least as protective of Service Provider and its rights as this Agreement, including without limitation, with respect to indemnification obligations, limitation of liability, and warranty disclaimers set forth herein (collectively, “End Users”).

1.2 Service Provider will undertake commercially reasonable efforts to make the SaaS Services available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Service Provider reserves the right to suspend Customer’s and/or End Users’ access to the SaaS Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Service Agreement, including failure to pay any amounts due to Service Provider.

1.3 Subject to the terms hereof, Service Provider will provide reasonable support to Customer for the SaaS Services from Monday through Friday during Service Provider’s normal business hours.

1.4 Subject to the terms and conditions of this Service Agreement, Service Provider will use commercially reasonable efforts to perform the Professional Services set forth in the Statement(s) of Work. The parties will execute at least one Statement of Work as part of Service Agreement. If there is any conflict or inconsistency between the terms of this Service Agreement and a Statement of Work, the terms of this Service Agreement will prevail unless the Statement of Work specifically states that a specific provision will prevail over this Service Agreement. As requested by Service Provider or outlined in any Statement of Work, Customer will collaborate with Service Provider and provide Service Provider with reasonable assistance and access to Customer’s information, documents, personnel, facilities and equipment in order to facilitate Service Provider’s performance of the Professional Services.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Access to the Services may require the Customer to install certain software applications. Customer agrees to be bound by any end-user software agreements that govern the installation and use of such client software applications. If Service Provider authorizes Customer to distribute any such application to its End Users, Customer may do so only after effectively binding such End Users to the applicable end-user software agreements provided by Service Provider for the benefit of Service Provider.

2.2 Customer will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for time sharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit and for the benefit of End Users; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; or (v) use the Services or Software other than in accordance with this Service Agreement and in compliance with all applicable laws, regulations and rights (including but not limited to those related to privacy (including, without limitation, in Europe), intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation). Specifically, but without limitation, Customer will not use the Services for any marketing purpose, including without limitation, to send marketing text messages, and will comply with the notice, “opt out” and other provisions of the following California laws: California Business and Professions Code Sections 17538.4 and 17538.45.

2.3 Customer will cooperate with Service Provider in connection with the performance of this Service Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Service Provider may reasonably request. Customer will also cooperate with Service Provider in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.

2.4 Customer will designate an employee who will be responsible for all matters relating to this Service Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Service Provider.

2.5 Customer hereby agrees to indemnify and hold harmless Service Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Service Provider has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Service Provider may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.6 Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

2.7 Customer further acknowledges, agrees to and is bound by the Terms of Service and Privacy Policy on Service Provider’s website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof.

2.8 Customer acknowledges and agrees that the Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Service Provider is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Service Provider does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

3. CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Service Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Service Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Service Provider may aggregate or anonymize data and use such aggregated, anonymized data to evaluate and improve the Services and otherwise for its business purposes.

3.3 Customer acknowledges that Service Provider does not wish to receive any Proprietary Information from Customer that is not necessary for Service Provider to perform its obligations under this Service Agreement, and, unless the parties specifically agree otherwise, Service Provider may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.

3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Service Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Except as expressly set forth herein, Service Provider alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services or the Software, which are hereby assigned to Service Provider. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Service Agreement. This Service Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.

4.2 Service Provider will be provided and/or process certain content/data provided by or on behalf of Customer and End Users, including without limitation Customer trademarks and logos and other related content, (collectively, “Data”) only to perform its obligations under this Service Agreement. To the extent applicable, Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Data distributed through the Services and the intellectual property rights with respect to that Data. Customer further represents and warrants that neither the Data nor the use thereof by Service Provider will infringe, misappropriate or violate any rights of or agreements with a third party or any laws or regulations. If Service Provider receives any notice or claim that any Data, or activities hereunder with respect to any Data, may infringe or violate rights of a third party or any laws or regulations (a “Claim”), Service Provider may, but is not required to, suspend or terminate the Services, and Customer will indemnify Service Provider from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.

4.3 Service Provider shall hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Service Provider is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Service Provider will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Service Provider, (ii) resulting in whole or in part in accordance from Customer specifications, (iii) that are modified after delivery by Service Provider, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of is not strictly in accordance with this Service Agreement and all related documentation. Customer will indemnify Service Provider from all damages, costs, settlements, attorneys' fees and expenses related to any claim of infringement or misappropriation excluded from Service Provider's indemnity obligation by the preceding sentence.

5. PAYMENT OF FEES

5.1 Customer will pay Service Provider the applicable fees as set forth on the Cover Sheet (the “Fees”). If Customer use of the Services exceeds the Service Capacity set forth on the Cover Sheet, Customer will be invoiced at the end of each calendar month for the excess usage over the Service Capacity, at the rate set forth on the Cover Sheet, and Customer agrees to pay the additional fees without any right of set-off or deduction. To the extent applicable, Customer will pay Service Provider for additional services, such as integration fees or other consulting fees. All payments will be made in accordance with the Payment Schedule and the Method of Payment. If not otherwise specified, payments will be due within thirty (30) days of invoice and are nonrefundable.

5.2 Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Service Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on Service Provider's net income) unless Customer has provided Service Provider with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Customer on account thereof.

6. TERMINATION

6.1 Subject to earlier termination as provided below, this Service Agreement is for the Term as specified in the Cover Sheet.

6.2 In the event of any material breach of this Service Agreement (including any failure to pay), the non-breaching party may terminate this Service Agreement prior to the end of the Term by giving thirty (30) days (or ten (10) days in the case of nonpayment) prior written notice to the breaching party; provided, however, that this Service Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Service Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Notwithstanding the foregoing, Customer may terminate this Service Agreement before the end of the Term if Customer (a) provides Service Provider with thirty (30) days’ prior written notice of Customer’s intent to terminate early; and (b) pays an early termination fee equal to any remaining unpaid Fees as of the date of notice of termination, and until the end of this contract.

6.3 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

7. CLIENT SOFTWARE SECURITY

7.1 Service Provider represents and warrants that it will not knowingly include, in any Service Provider software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Service Provider fails to comply with the warranty in this Section, Customer may promptly notify Service Provider in writing of any such noncompliance. Service Provider will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Service Agreement as its sole and exclusive remedy for such noncompliance.

8. WARRANTY DISCLAIMER

8.1 EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND SERVICE PROVIDER PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS SERVICE AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SERVICE PROVIDER (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT WILL SERVICE PROVIDER (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS SERVICE AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS SERVICE AGREEMENT OR OTHERWISE ARISING FROM THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SERVICE PROVIDER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO SERVICE PROVIDER HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. U.S. GOVERNMENT MATTERS

10.1 Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Service Provider are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Service Agreement.

11. MISCELLANEOUS

11.1 If any provision of this Service Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Service Agreement will otherwise remain in full force and effect and enforceable. This Service Agreement is not assignable, transferable or sublicensable by Customer except with Service Provider’s prior written consent. Service Provider may freely transfer and/or assign any of its rights and obligations under this Service Agreement. Both parties agree that this Service Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this , and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this , and Customer does not have any authority of any kind to bind Service Provider in any respect whatsoever. In any action or proceeding to enforce rights under this , the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Service Provider will not be liable for any loss resulting from a cause over which it does not have direct control. This will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Mateo County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this , provided that either party may seek injunctive relief in any court of competent jurisdiction. Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Service Provider. Service Provider is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion.

Community Guidelines

Internet Access - Fees

Members are responsible for obtaining access (Internet) to the Services, which may require transacting with third parties, such as Internet providers.

Acceptance of Terms and Conditions

By accessing or using the Service, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. To withdraw this consent, you must cease using the Service and terminate your account. Please print a copy of this Agreement for your records.

Privacy

Your use of the Service is subject to Arrivedo’s Privacy Policy (http://arrivedo.com/privacy). Please review our Privacy Policy, which also governs our Website and informs Members of our data collection practices.

No Offer

The information on this Website is for general informational purposes only. Information on this Website does not constitute an offer binding to us.

Third party content, links to other websites

We do not assume any responsibility for Member’s Content (including any recommendations, tips or suggestions posted by any Member) that may be available through the Website. We do not recommend or endorse such Content, and will not have any liability relating to it. Where we link to third party websites, you use such websites at your own risk. We recommend reading the policies of these websites and review how these websites may process personally identifiable data relating to you. If you think we have illicit Content on the Website, please send an email to privacy@arrivedo.com.

Electronic Communications

Visiting www.arrivedo.com or sending emails to Arrivedo constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing.

Eligibility

The Application and Services are intended solely for persons who are 18 or older. No part of Arrivedo is directed to persons under the age of 18. Members must at least be 18 years old to register. By creating an account, Member hereby warrants that he/she is 18 years or older.

Account Registration

In order to have full access to the Application you must create an account (“Arrivedo Account”) and become a Member. By registering in Arrivedo you understand we will send you an email for double opt-in verification process.

You may register to join the Services directly via the Application, or using your Facebook login. If you do so, you authorize us to access and use certain Facebook account information, including but not limited to your Facebook ID, first name, last name, birthday, gender, email, hometown, city where you live in and your picture profile. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy (http://arrivedo.com/privacy).

By connecting your Arrivedo account to your Facebook or Google account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not log in through Facebook.

Your Arrivedo Account is for personal use only. You may not authorize or allow others to use your Account for any purpose. Under no circumstance shall the Company be responsible for unauthorized use of your Account. You agree to keep your login credentials private and confidential at all times.

Users expressly agree to receive both administrative and promotional emails from Arrivedo. These emails may include information about the Service, Neighborhood Guides, product updates, and (if applicable) writing and contribution opportunities. You may be able to opt out of certain promotional emails by following the instructions contained in emails you receive. You will not be able to opt out of administrative emails (including those which apply to updating accounts or writing opportunities) unless you delete your Account.

Your Account

If you use our Application, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Arrivedo is not responsible for third party access to your account that results from theft or misappropriation of your account. Arrivedo and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit Content at our sole discretion.

Arrivedo does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may not use our Services.

Use of communication services

Our Application contains Articles and Past guests Comments from other Member designed to enable the community to share knowledge with the rest of Arrivedo Users ("Content Platform"). You agree to use the Content Platform only to post material that is proper and related to the discovering of the destination. You also agree that when using the Content Platform you will manage with good conduct respecting other Members.

Even if your Content complies with our editorial guideline, Members agree that Arrivedo has no obligation to publish your Content. Arrivedo has no obligation to monitor the Content Platform and Traveler understands that we are not responsible for the Content displayed on the platform.

Arrivedo reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Arrivedo’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any form of your Content. Arrivedo does not control or endorse the Content, messages or information found in the Content Platform and, therefore, Arrivedo specifically disclaims any liability with regard to the Content Platform and any actions resulting from your participation in any recommendations, activities or any sort of suggestions that could be found in the Content Platform. Member (Travelers and Hotels) are not authorized, neither Arrivedo spokespersons, and their views do not necessarily reflect those of Arrivedo.

Member Responsibility

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ANY MEMBER. THE COMPANY ALSO DOES NOT INQUIRE INTO THEIR BACKGROUNDS OR ATTEMPT TO VERIFY THEIR STATEMENTS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT PROVIDED OR THEIR COMPATIBILITY WITH REALITY, OR THEIR OFFERING OR SERVICES.

In addition to the above, each Member is aware the following:

  • Arrivedo is not involved in the contact between Members in any way whatsoever. As a result Arrivedo does not have any control over the conduct of Members. Members agree to use the Service solely at their own risk.
  • Members must take utmost care when publishing Content with their contact details or other privacy-sensitive information. If by any means Members connect with each other, they should meet in safe places, such as a public areas or busy public or private spaces. Members are discouraged from meeting other Members in person unless they can be identified and trusted. Under no circumstance should Members send personal information or financial information to other Members.
  • Each User, Hotel or Travel Writer is solely responsible for interactions with any other Members in the platform. Arrivedo cannot be held liable for any damage or harm resulting from interaction with other Arrivedo Members or their recommendations.
  • The Company reserves the right to conduct any criminal background check or other screenings (such as sex offender register searches) at any time and using available public records.

Complaints Regarding Members

Every Member is responsible to report any misconduct from another Member of the Service as soon as this is evident to the offended Member. The misconduct report can be sent either via email to us at support@arrivedo.com or contact us via this link.

Reporting the misconduct of a Member does not imply an obligation on Arrivedo’s part to take action; neither can Arrivedo be held liable in any way for Members’ misconduct.

Copyright Claims

Arrivedo has no tolerance for copyright infringement. The Digital Millennium Copyright Act ("DMCA") provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If an individual believes that their copyrighted work has been copied without authorization and is available within the Application in a way that may constitute copyright infringement, the individual may provide notice of their claim to our designated agent listed below. For the notice to be effective, it must include all of the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • A description of the copyrighted work that is claim to have been infringed.
  • A description of where the allegedly infringing material is located within the Service.
  • Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted.
  • A statement that the person has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Company’s designated agent can be reached at: Copyright Agent, support@arrivedo.com , Arrivedo, 440 N. Wolfe Rd., Sunnyvale, California 94085.

License and Website Access

We hereby grants you, subject to the Terms, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services. This license may be terminated by Arrivedo at any time. You may not download any portion of the Website or use of any Services other than for your own personal use. We can decide to discontinue the Service at any time.

Metasearch Results

Portions of the Service use aggregated metsearch results from third parties ("Third Party Results"). The Third Party Results may not be accurate or up to date at all times. We are not responsible for information contained within Third Party Results. Further, we may be paid a referral fee or commission when you visit Third Party Results or make purchases through Third Party Results.

No Unlawful or Prohibited Use/Intellectual Property

You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Application. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

All Content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used as part of the Services, is the property of Arrivedo or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. We request our Content creators to use their own Content and to reference and label ownership correctly. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such Content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Website. Arrivedo Content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected content solely for your personal use, and will make no other use of the Content without the express written permission of Arrivedo and the copyright owner. You agree that you do not acquire any ownership rights in any protected Content. We do not grant you any licenses, express or implied, to the intellectual property of Arrivedo or our licensors except as expressly authorized by these Terms.

International Members

The Service is controlled, operated and administered by Arrivedo from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Services in any manner prohibited by any applicable laws, restrictions or regulations in the country where you access our Services.

Indemnification

You agree to indemnify, defend and hold harmless Arrivedo, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Application or Service, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Arrivedo reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Arrivedo in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association (AAA), or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties (If no agreement is reached on another Arbitrator, the dispute should be resolved in AAA). The AAA or the arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regard to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted.

THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.

Further, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH OUR SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ARRIVEDO AND/OR ITS AFFILIATES AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AT ANY TIME.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARRIVEDO AND/OR ITS AFFILIATES/SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF OUR SERVICE, WITH THE DELAY OR INABILITY TO USE OUR SERVICE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH OUR SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ARRIVEDO OR ANY OF ITS SUPPLIERS/AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICE.

Limitation of Warranties

ARRIVEDO AND/OR ITS AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON OUR SERVICE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. ARRIVEDO AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Termination/Access Restriction

This Agreement will remain in full force and effect while you use the Service and/or have an Arrivedo account. At this stage we don’t support disabling your account automatically. If you desire to do so, please communicate your intention via support@arrivedo.com or via the “Contact Us” available in this link. We don’t guarantee an immediate disable of your account and we will do our best reasonable efforts to do so.

Arrivedo may terminate or suspend your account at any time without notice if we believe that you have breached this Agreement, or for any other reason, with or without cause, in our sole discretion. Upon such termination or suspension, you will not be entitled to any refund. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

To the maximum extent permitted by law, the laws of the State of California govern this agreement and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of our Service. Use of our Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Arrivedo as a result of this agreement or use of our Service. Arrivedo’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Arrivedo’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Arrivedo with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the Member and Arrivedo with respect to our Service, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Member and Arrivedo with respect to our Application. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be written in English.

Headings

The headings used in this Agreement are for descriptive purposes only. All sections are applicable to all Users.

Changes to Terms

Arrivedo reserves the right, at its sole discretion, to modify the Application or Services or to modify this Agreement, including any future service fees, at any time and without prior notice. If we modify this Agreement, we will post the modification on our Website or via the Application or provide you with notice of the modification. We will also update the “Last Updated” date at the top of these Terms. By continuing to access or use the Application or Service after we have posted a modification on the Website or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Application and Service.

Contact Information

Arrivedo welcomes your questions or comments regarding this Terms and Conditions. Please contact Arrivedo us at:

  • Arrivedo Privacy Department
  • 440 N. Wolfe Rd.
  • Sunnyvale, California 94085
  • Phone: 650-303-9157