TERMS AND CONDITIONS
R.E.M. TRAVEL, LLC
Last Updated on August 1, 2019
THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS AN END CUSTOMER, SALES AGENT OR TOUR OPERATOR (COLLECTIVELY REFERRED TO HEREIN AS “YOU,” “YOUR,” OR “CUSTOMER”) AND R.E.M. TRAVEL, LLC (“WE”, “OUR” OR “R.E.M.”), THE OWNER AND OPERATOR OF THE WWW.REM-TRAVEL.COM WEBSITE (THE “SITE”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE PURCHASE OF PRODUCTS SOLD ON IT. BY ACCESSING AND USING THE WEB SITE, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR PURCHASE PRODUCTS FROM THE SITE.
1. Personal Information/Privacy.
2. Passwords; Use of Site.
You may choose to create a login and password on the Site. You are responsible for maintaining the confidentiality of Your password and You are responsible for all activities that occur in using Your passwords. You agree not to share Your password, let anyone else access Your passwords or do anything else that might jeopardize the security of Your passwords. You agree to notify R.E.M. if there is any unauthorized use of Your password on the Site or You know of any other breach of security in relation to the Site.
2.2 Use of Site; Intellectual Property Rights; Prohibitions
Subject to Your compliance with this Agreement, R.E.M. hereby grants You a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the content, information, text, images, logos, icons, graphics, interfaces, site design, audio, and video clips and any other materials displayed on the Site (collectively, the “Content”), solely for Your personal, non-commercial use. You may not copy, modify, reproduce, retransmit, publicly display or perform, distribute or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, Your authorization to use the Site and Content automatically terminates without notice to You.
You hereby acknowledge and agree that R.E.M. or its licensors own all legal right, title and interest in and to the Content and the Site, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and proprietary rights therein, whether such rights are registered or unregistered, and wherever in the world those rights may exist. You use of the Site does not grant You ownership of any kind in any Content You may access on or through this Site, whether registered or unregistered. Unauthorized use is strictly prohibited.
You hereby represent and warrant that You will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of R.E.M. or its third party service providers, by hacking, password “mining,” or any other illegal means; (b) use any “deep-link,” “page scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site; (d) track or seek to trace any information on any other person who visits the Site; use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide or maintain the Site or Content or that is otherwise applicable to the Site or the Content.
2.3 User Submissions
The Site may offer You the opportunity to post articles, comments, photographs, videos, artwork and other content on the Site (collectively the “User Submissions”). By making a User Submission, You grant to R.E.M. an unrestricted, royalty-free, perpetual, irrevocable and fully sub-licensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, exhibit and display such User Submissions throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without compensation or acknowledgement of its source. You further agree that R.E.M. is free to use any ideas, concepts, or know-how that You or individuals acting on Your behalf provide to R.E.M. without any monetary or other obligation to You. To the maximum extent permitted by law, You waive any and all “moral rights” You may have in User Submissions.
You agree not to post on or transmit to the Site or otherwise provide to R.E.M. any User Submission or other material that:
- is unlawful; libelous; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene;
- sexually explicit; profane; hateful; racially, ethnically or otherwise objectionable in any manner;
- is an advertisement or promotion for any product or service that is not an approved product of R.E.M.;
- is false, misleading, or constitutes an unfair or deceptive trade practice;
- promotes the use of alcohol, tobacco, or any illegal substance;
- constitutes a breach of Your contractual and/or fiduciary obligations or an invasion of privacy;
- infringes on any third party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights;
- is false or misleading; or
- contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware or other equipment.
You are solely responsible for Your User Submissions and You agree to defend, indemnify and hold harmless R.E.M. and its members, employees and agents from and against any losses, expenses, liabilities, claims, costs and damages (“Claims”) arising from You User Submission, including but not limited to, any Claim arising out of breach of this Agreement or for infringement of copyright, trademark, patent or other proprietary rights. You understand and acknowledge that User Submissions may be published and that R.E.M. has no obligation to keep such User Submissions confidential. You further agree that any User Submission You provide does not contain any confidential, proprietary or trade secret information of any third party. We have no obligation to store, keep copies or return any User Submission.
We reserve the right to take any action with respect to User Submissions that We deem necessary or appropriate in our sole discretion if We believe any User Submission violates this Agreement, is inappropriate on the Site, may create liability for R.E.M., or may cause R.E.M. to lose (in whole or in part) the services of its internet service provider, advertisers, or other suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering User Submissions, either with or without notice to You.
3. Terms of Sale.
3.1 Sales of Products to End Users Only
R.E.M. sells all-inclusive travel packages for outdoor enthusiasts in Slovenia, Italy, Austria and beyond (the “Products”) from the Site to Customers. You may not purchase the Products for further resale beyond the scope of this Agreement or for any other commercial or business purpose.
Pricing for the Products is mostly custom-based and, therefore, once a travel package is created, the pricing shall be confirmed with the Customer. There may also be pre-defined Products that have a set itinerary and price which will also be available for purchase. We reserve the right to change prices for the Products at any time, and We do not provide price protection or refunds in the event of promotions or price decreases.
Once the Customer has ordered a Product, they must pay a deposit of thirty percent (30%) of the Product price. The balance of the Product price must be paid no later than thirty (30) days prior to the Product’s initial date of activity, whether that means the first tour, flight departure, or so forth. No Product order shall be confirmed until the deposit is received by R.E.M.
3.4 Refund/Cancellation Policy
If You are dissatisfied with any Product provided to You by R.E.M., please contact email@example.com to state any complaints with such Product(s). We shall strive to work with you to modify or cancel any existing orders to the extent possible but please be aware that fees may apply both from R.E.M. and third-party vendors which we have contracted with (e.g., airlines, hotel accommodations, and so forth) and who will have their own Terms of Service which will apply to the Services as well. Currently, R.E.M. charges an administrative fee of ten percent (10%) for any cancellations or modifications to an existing Product order. Any resolution regarding refund to the Consumer will not exceed the amount the Customer paid for their returned Product. Notwithstanding the foregoing, in NO EVENT will a modification, cancellation or refund be honored or issued less than thirty (30) days prior to a purchased Product.
3.5 Payment Methods
R.E.M. accepts only valid credit card payments and bank transfers. Credit card payments are collected by a third party specializing in the collection, transmitting and storing of credit card information. This third party is PCI DSS compliant and all credit card and payment information is stored by said third party to ensure complete privacy and security of the Consumer’s payment credentials.
4. Third Party Sites; Indemnification.
4.1 Third Party Sites
You hereby agree to defend, indemnify, and hold R.E.M. harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorney’s fees and costs) arising from Your breach of this Agreement, or otherwise arising from Your use or misuse of the Site, Content or Products.
5. Disclaimer of Warranties.
R.E.M. cannot and does not represent or warrant that the Site or its server will be error-free, uninterrupted, free from unauthorized access (including third party hackers or denial of service attacks), or otherwise meet Your requirements.
THE SITE, CONTENT, AND PRODUCTS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. R.E.M., ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “R.E.M. PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, OR PRODUCTS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE SITE, CONTENT OR PRODUCTS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, CONTENT OR PRODUCTS.
6. Limitation of Liability.
6.1 IN NO EVENT SHALL R.E.M. BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS OR LOSS OF THE USE OF THE PRODUCTS, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF R.E.M. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 IF, NOTWITHSTANDING THE FOREGOING, R.E.M. IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE, CONTENT OR PRODUCTS, R.E.M.’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID R.E.M. FOR THE PRODUCTS, AS APPLICABLE OR (B) THE SUM OF ONE HUNDRED US DOLLARS (US$100).
6.3 NOTHING IN THIS SECTION 6 SHALL EXCLUDE OR LIMIT R.E.M.’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, R.E.M.’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
7. Choice of Law; Dispute Resolution; Class Action Waiver.
7.1 Choice of Law
This Agreement is governed by the laws of the State of Delaware without regards to its conflict of laws principles.
7.2 Dispute Resolution
In the event that the R.E.M.’s customer service department is unable to resolve a complaint to Your satisfaction, We agree to resolve such disputes arising out of this Agreement (except as to those related to R.E.M.’s enforcement and protection of its intellectual property rights) through binding arbitration or small claims court instead of in courts of general jurisdiction.
All disputes, controversies or claims relating in any way, directly or indirectly, to R.E.M. will be administered by the Arbitration Association of America (“AAA”) in Kent County, Delaware, before one arbitrator and in accordance with the provisions of its then current Arbitration Rules, except as may be modified herein or by mutual agreement of the parties. In the event a dispute is submitted to arbitration, the arbitrator may award costs and reasonable attorney’s fees to the prevailing party.
The arbitration award shall be in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
Notwithstanding the foregoing, nothing shall prevent R.E.M. from seeking immediate injunctive relief from the AAA or a court of competent jurisdiction in the event of breach of this Agreement. In the event that injunctive relief is sought through the AAA, R.E.M. shall bear all costs of filing and initiating the arbitration; however, in the event the arbitrator finds in favor of R.E.M., You shall reimburse R.E.M. for these costs.
7.3 Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Neither You nor R.E.M. has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
8. Electronic Communications.
Whenever You visit Our Site or send emails to Us, You are communicating with Us electronically. For that reason, You also consent to receive communications from Us electronically. We will communicate with You by email (if You have provided Your email address to Us), by posting notices on Our Site or by such other means as We may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.
9. General Terms.
9.1 R.E.M. may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to You. We also reserve the right to modify this Agreement at any time. When We make changes to the Agreement, We will revise the “Last updated” date at the top of the Agreement and We will notify You of the changes by prominently posting a notice of such changes on the Site and/or be sending You an email. We encourage You to review this Agreement whenever You visit the Site. By continuing to access and use the Site after any such changes have been posted, You are indicating Your acceptance of such changes, even if you have not reviewed the changes.
9.2 R.E.M. may issue a warning, temporarily suspend, or terminate any Customer’s right to use or access any or all part of the Site, without notice and for any reason.
9.3 No failure to exercise, partially exercise or delay in exercising any right or remedy under this Agreement shall operate as a waiver or estoppel of any right, remedy or condition.
9.4 If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.
9.5 R.E.M. will not be responsible for failures to fulfill any of its obligations due to causes beyond its control.
9.6 You may not assign or otherwise transfer Your rights, or delegate Your performance, under this Agreement to a third party without R.E.M.’s prior written consent. R.E.M. may assign or transfer its rights or delegate any performance under this Agreement to any third party in its sole discretion.