The Switchfly platform for online distribution of travel components (or the “Site”) is a copyrighted site belonging to Switchfly Travel, LLC. (“Switchfly,” “us,” “our,” and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use (“Terms”). By accessing and utilizing the Site, you (“you”, “User”) are bound by these Terms.  

ACCEPTANCE OF THESE TERMS 

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING CONTRACT BETWEEN YOU AND SWITCHFLY AS IT RELATES TO YOUR USE OF THE SITE. THE TERMS SET OUT YOUR RIGHTS AND RESPONSIBILITIES WHEN YOU REIGSTER WITH AND USE THE SITE, SO PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SITE, YOU ACCEPT THESE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO AGREE TO THESE TERMS BEFORE, DURING AND AFTER YOU REGISTER AN ACCOUNT WITH US. YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE AND DO NOT BOOK WITH US.  

ACCESS TO THE SITE 

The Site enables employers to register their company for access to Switchfly’s site as an employee benefit option for employee users to register an account with us and to discover and purchase travel products including, but not limited to hotel or resort accommodations, tours, excursions, and transfers, (“Travel Products”) that are owned, controlled or otherwise made available by third party suppliers (“Suppliers”) that appear on the Site for purchase. Only those employees granted access via their employer have right to register and access the Site. The authorized employees that register on our Site are granted a limited non-exclusive, non-transferable, and revocable license to use the Site, subject to the Terms.

  1. Registration.To register with us to use the Site to search and book Travel Products, you will need to complete the registration process and become a User. To do so, please provide your company email address, full name, mailing address, create a password and acknowledge and agree to these Terms. Your company email address will function as your login name and your password should be kept confidential, not shared with anyone, and regularly updated. At the time of registration, you will also have a chance to opt in for our email marketing. Any email marketing you receive from us is subject to our Privacy Policy. Should you later wish to opt out of our email marketing, you may do so by contacting us as set forth in the Privacy Policy.
  2. Continued Access to the Site. To enjoy continued access to the Site, we ask that you not violate any of these Terms and use the Site for the purpose of researching and booking Travel Products offered on the Site for you personally, or for you and your family. If you have problems accessing our using the Site, please contact us at experiences@switchfly.com or by phone at: 1-800-920-6487 (US) or 1-213-737-9971 (International)] so we can assist you in accessing the Site. Your registration and continued use of the Site is conditioned upon appropriate and authorized use. We can, and may terminate you account at any time, and without warning per Section titled “Termination.”
  3. Booking on the Site. Users can access and book Travel Products via the Site. These features may be provided by Switchfly and/or third-party Suppliers, and their use may be governed by different or additional terms presented to you as part of the booking or transaction process. Please note that such third-party Suppliers are responsible for fulfilling such bookings and transactions and your use of their accommodations and services is subject the applicable Suppliers’ terms and conditions, which are explicitly incorporated herein and within the Switchfly Terms and Conditions. Regardless of who is listed as the merchant of record, all bookings will remain subject to our Terms as well as the applicable Suppliers’ terms and conditions. Users will be required to provide their payment information to confirm a booking, and will be charged any applicable fees, including, but not limited to, cancellation or no-show fees, currency exchange fees, government taxes and fees, and foreign transaction fees, in accordance with the cancellation policy provided at the time of booking. By entering your credit card information to book on the Site, you are authorizing us to utilize your credit card for the purchase of the Travel Product(s) of your choice and are subject to our Terms and Conditions, including, but not limited to our cancellation and chargeback policies.
  4. Single Use Credits. Employers may purchase and issue single use credit codes (“Single Use Credits”) to be delivered to employees, who upon becoming Users on the Site may utilize for the purchase of Travel Products. All purchases made by employer for Single Use Credits shall be non-refundable upon the issuance of any Single Use Credit to employee or User. Single Use Credits shall not be redeemed or exchanged for cash or credit; may be limited in their use in combination with other codes, promotions, or offers; are non-transferable to other employees or Users; and can be combined with cash, or credit, or other Coupon Codes to complete a transaction for the purchase of Travel Products. Single Use Credits shall expire within 24 months of the date of issue to employee or User.
  5. Prohibited Activities. You agree that you may use the Site only for lawful purposes in accordance with these Terms and agree not to use this Site in any manner that violates any laws in connection with your use. Your further acknowledge and agree not to use this Site for any of the purposes outlined below:
    1. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;
    2. To impersonate or attempt to impersonate Switchfly, any employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
    3. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm Switchfly or users of the Site, or expose them to liability;
    4. To use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site;
    5. To enable any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;
    6. To process, monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
    7. To interfere with the proper working of the Site;
    8. To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
    9. To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site;
    10. To attack the Site via a denial-of-service attack or a distributed denial-of-service attack;
    11. To remove any copyright notices or proprietary legends from Site;
    12. To bypass the measures, we may use to prevent or restrict access to Site or enforce limitations on use of Site or the content therein, including without limitation features that prevent or restrict use or copying of any content;
    13. To identify us or display any portion of Site on any site or service that disparages us, or shares information about our products or services to any party or entity without access to our Site, or infringes any of our intellectual property or other rights;
    14. To identify or refer to us or Site in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and us, other than your permitted use of Site under these Terms, without our express written consent;
    15. Otherwise attempt to interfere with the proper working of the Site.
MODIFICATION OR SUSPENSION OF THE SITE 

Switchfly reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Switchfly will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site, your access to the Site or any part thereof. 

INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS   

You acknowledge and agree that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Site and its content are owned by Switchfly or the Suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights to the Site expressly set forth in the Section titled “Access to the Site.” You do not acquire any ownership interest in the Site or any content therein under these Terms, or any rights other than to use the Site in accordance with the license granted hereunder, and subject to all terms, conditions, and restrictions, under these Terms. Switchfly and its Suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. 

Switchfly reserves and shall retain all right, title, and interest in and to the Site, including intellectual property rights therein or relating thereto. The visual interfaces, graphics, trademarks, logos, design, compilation, information, data, computer code (including source code or object code), products, services, and all other elements of the Site, including Third-Party Content (as defined below) (collectively, “Materials”) made available through the Site are protected by intellectual property and other laws. All Materials included in the Site are either the property of Switchfly or its third-party licensors and Switchfly, and its third-party licensors reserve and shall retain all right, title, and interest in and to the Materials, including intellectual property rights therein or relating thereto. Except as expressly authorized by Switchfly or the applicable third-party.  

CONFIDENTIALITY 

User may receive or have access to Switchfly’s confidential materials and information, including but not limited to; marketing, discounted rates, promotions, pricing, distribution, and other business strategies not available to the general public; lists of, or any other information relating to, Materials, Suppliers, Travel Products, services; and any and all personal data of any registered users. All such materials and information in written, electronic, and oral form, are referred to herein as “Confidential Information” and constitute the exclusive property of Switchfly. The Confidential Information made available via User’s access to the Site is exclusive to Switchfly and solely offered on the Site as a perk or benefit to its Users and not to the general public. All Confidential Information is deemed exclusively for Users of the Site and shall not be shared with any non-Users or other third parties. You agree to keep all rates, promotions, discounts, and options confidential and to not share your booking, or any listings on the Site with any individual or third party, including, but not limited to, all communications via phone, text, email, mail, social media, or any form of media. In the event of any breach or anticipatory breach of this Section, Switchfly shall be entitled to specific performance and other injunctive and equitable relief without limiting any of its other available rights and remedies, including cancelling any booking any User has made through the Site, restricting, or terminating access to the Site immediately and without notice, and any other compensatory relief Switchfly may deem necessary. The confidentiality obligations of this Section shall survive the expiration of any User’s access to the Site or until said Confidential Information becomes public knowledge.   

OWNERSHIP OF TRAVEL PRODUCTS & SUPPLIERS; SUPPLIER TERMS & CONTENT 

  1. Travel Product Ownership. Switchfly operates the Site to market Travel Products and acts solely as an intermediary between Employer, the Employee(s) and travel suppliers (“Suppliers”). As such, Switchfly has no joint venture, partnership, employment, representative, fiduciary, or similar relationship between Employer, Employee(s), and Suppliers. Switchfly does not own, manage, control, provide, supply, or operate any of the Suppliers or Travel Products offered on its Platform and has no duty to Employer or Employee(s) to perform beyond offering the Travel Products on the Site and facilitating the booking via the Site of such Travel Products for registered users. Any interaction with any Supplier directly, either before or after booking on the Site is at the users own risk and Switchfly shall not be liable for any Supplier interaction(s). 
  2. Supplier Content.  The Site displays content made available by, or obtained from, Suppliers and other third parties. Such content may include prices, images or descriptions of Travel Products, or other marketing related materials. Each Travel Product is governed by the terms and conditions of the applicable Supplier. Switchfly and Suppliers reserve the right to make changes to its published descriptions which we or Suppliers may deem insignificant and are due to reasons beyond our control. In such cases, we or Suppliers will arrange for the substitution of comparable services.
  3. Accessibility of Travel Products. Suppliers may or may not provide Switchfly with information relating to the accessibility details, or health or safety warnings for any Travel Product. SWITCHFLY DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE PRESENCE OR ABSENCE OF ANY SUCH CONTENT FROM SUPPLIERS AND OTHER THIRD PARTIES, AND SWITCHFLY CANNOT GUARANTEE THAT THE FACILITIES, EXPERIENCES, ACTIVITIES OR SERVICES OFFERED BY SUPPLIERS WILL BE ACCESSIBLE UNDER THE AMERICANS WITH DISABILITIES ACT OR OTHER SIMILAR LAWS. While Switchfly does its best to maintain current and accurate information regarding these Suppliers, we cannot be held responsible for any inaccuracies in any Travel Product description, amenities, claims of inclusivity, or images. 

DISCLAIMER OF WARRANTIES AND REPRESENTATIONS 

SWITCHFLY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, USEFULNESS OR FITNESS FOR ANY PURPOSE OF THE SITE OR THE CONTENT ON THE SITE AND DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE SITE OR ANY CONTENT THEREIN. THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SWITCHFLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE, THE TRAVEL PRODUCTS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE TRAVEL PRODUCTS AND SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SWITCHFLY DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS, TRAVEL PRODUCTS, OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SWITCHFLY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. TO THE FULLEST EXTENT PROVIDED BY LAW, SWITCHFLY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE SITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. 

SWITCHFLY IS NOT RESPONSIBLE FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE MATERIALS DISPLAYED ON THE SITE (INCLUDING ANY THIRD-PARTY CONTENT). SWITCHFLY DOES NOT PROVIDE, OWN, CONTROL OR ENDORSE ANY TRAVEL PRODUCTS OR PARTICULAR SUPPLIERS. IT IS THE SOLE RESPONSIBILITY OF THE SUPPLIER OR ITS PARTNERS, AFFILIATES, OR AGENTS TO PROVIDE THE TRAVEL PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR SWITCHFLY OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING SWITCHFLY OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SWITCHFLY IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALINGS WITH ANY SUPPLIER. NOTWITHSTANDING THE FOREGOING, SWITCHFLY DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THE DISCLAIMER OF WHICH IS PROHIBITED FROM APPLICABLE LAW. 

LIMITATION ON LIABILITY 

 SWITCHFLY SHALL NOT BE LIABLE TO ANY USER, REAL PARTY IN INTEREST OR THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, OR FOR SERVICES RENDERED PURSUANT TO THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THE AGREEMENT. DESPITE THE LIMITATION ABOVE, IF SWITCHFLY, SWITCHFLY’S AFFILIATES, OR THE RESPECTIVE SUPPLIERS ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF SWITCHFLY OR SWITCHFLY’S AFFILIATES AND/OR THE RESPECTIVE SUPPLIERS WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (a) ANY SERVICE FEES PAID IN CONNECTION WITH SUCH TRANSACTION(S) ON THE PLATFORM, OR (b) ONE-HUNDRED DOLLARS (US$100.00) OR THE EQUIVALENT IN LOCAL CURRENCY. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF SWITCHFLY, SWITCHFLY’S AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS. 

TERMINATION 

These Terms are in full force and effect until modified or terminated as provided herein. If you violate any provision of these Terms, your account and these Terms may be suspended or may be terminated, in our sole discretion. In addition, Switchfly may, in its sole discretion, terminate these Terms or suspend or terminate your access and the access to the Site at any time, for any reason, or no reason, and with or without notice. Upon termination of your rights under these Terms and your right and/or your employees’ right to access and use the Site will terminate immediately. You understand that any termination of your use of the site may involve deletion of your registered account. Switchfly will not have any liability whatsoever to you for any termination of your rights, or termination of the rights of your employees under these Terms, including for termination of your access to the Site. You may terminate your account with us at any time by contacting customer service at experiences@switchfly.com,  provided, however, that any Terms which by their nature extend beyond termination of your account or these Terms shall survive the termination of your account or these Terms to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. If your employer cancels their registration with Switchfly, we will terminate your access to the Site. In the event you have any current bookings with us at the time of termination, those bookings will not be impacted, and you can contact customer service with any questions you may have regarding any existing booking(s).  

INDEMNIFICATION 

You are responsible for your use of the Site, and you agree to indemnify, defend, and hold harmless Switchfly and each of their respective licensors, service providers, officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Indemnified Entities“) from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Site; (b) your violation of any portion of these Terms, including any representation or warranty, any agreement referenced in these Terms or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including your employees; or (e) any other person or entity’s access and use of the Site with your unique username, password or other appropriate security code. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You will not settle any claim without the prior written consent of Switchfly.  

CHANGES TO TERMS OF USE; CONSENT TO E-COMMUNICATIONS 

We may revise and update these Terms from time to time and in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised terms of use constitutes your acceptance of and agreement to the changes. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. 

FEEDBACK 

If you provide Switchfly with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Switchfly all rights in such Feedback and agree that Switchfly shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Switchfly will treat any Feedback you provide to Switchfly as non-confidential and non-proprietary.  You agree that you will not submit to Switchfly any information or ideas that you consider to be confidential or proprietary. 

SEVERABILITY 

If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.  

NOTICE OF CLAIM, JURY WAIVER & CLASS ACTION WAIVER 

YOU UNDERSTAND AND AGREE THAT NO CLAIMS SHALL BE CONSIDERED AND THAT YOU WILL NOT BRING SUIT AGAINST SWITCHFLY UNLESS YOU HAVE FIRST PROVIDED A TYPEWRITTEN NOTICE OF CLAIM TO SWITCHFLY AT [MAILING ADDRESS] WITHIN 30 DAYS AFTER COMPLETION OF TRAVEL OR CANCELLATION OF TRAVEL.  YOU HEREBY AGREE TO WAIVER YOUR RIGHTS TO TRIAL BY JURY. YOU FURTHER AGREE YOU WILL ONLY BRING CLAIMS AGAINST SWITCHFLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.  

GOVERNING LAW, JURISDICTION & ATTORNEYS’ FEES 

All matters relating to the Site and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Company consents to the exclusive jurisdiction and venue. In the event of dispute to resolve any demand or claim made by either party pursuant to these Terms, Travel Products, Materials, or Content listed or booked through the Site hereto, the prevailing party shall be entitled to its attorneys’ fees and costs incurred in such litigation.