Vacation Creations CRM User Agreement
VACATION CREATIONS USER AGREEMENT
Updated on: November 1, 2023
THIS IS A BINDING AGREEMENT BETWEEN YOU OR THE ORGANIZATION THAT YOU REPRESENT (“you” or “your”), TO INCLUDE ALL INDIVIDUALS YOU AUTHORIZE TO ACCESS YOUR ACCOUNT (“User(s)”), and Vacation Creations LLC (“Vacation Creations”) governing your use of Vacation Creations online services (“Services”). By signing up to use the Services, you agree to the following terms (“Agreement”).
1) Acceptance of the Terms You must be of legal age to enter into a binding agreement in order to accept the terms of this Agreement. If you do not agree to the terms, are not of legal age in your jurisdiction of residence, or do not have the authority to enter into this agreement on behalf of the organization you represent, do not use the Services. By using the Services, you represent that you agree to the terms, are of legal age, and do have the authority to enter into this Agreement on behalf of the organization you represent.
2) Modification of Terms of Service Vacation Creations reserves the right to modify this Agreement or its policies relating to the Services at any time effective upon posting of an updated version of this Agreement on its website. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes.
3) Term “Term(s)” means the period(s) during which a specified number of Users have the right to use the Service pursuant to this Agreement.
4) Services
a. Vacation Creations reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension if possible. Such notice shall be provided to you in advance if possible via notification within the Service, email or other notification method deemed appropriate by Vacation Creations. Further, Vacation Creations shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the User, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Vacation Creations will endeavor to use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension if possible. You agree that Vacation Creations will not be liable for any loss, cost, damage, or expense resulting from or relating to your lack of access to the Services.
b. Vacation Creations may change or discontinue the Services or change or remove any features of the Services from time to time. If you do not agree to any such change, your only recourse is to terminate this Agreement in accordance with these terms.
5) Rights You are authorized to use the Services for your personal and business use or for internal business purposes in the organization that you represent. The Services may be accessed using Internet browser supported by the Services. You are responsible for obtaining access to the internet and the equipment necessary to use the Services.
6) Obligations You agree that only the User(s) will be permitted to access the Services. In addition, you agree to assume full responsibility for ensuring that the Users abide by the terms of this Agreement and with all applicable laws, rules and regulations. You shall notify Vacation Creations immediately of any known or suspected violation of any law relating to User & Client Data, any unauthorized use of any password or account, or any other known or suspected breach of security in the Services.
7) Restrictions You shall not, and shall not attempt to, either directly or indirectly:
a. Use, commercially exploit, or make available to any third party the Services (or any part thereof) in any way, except as otherwise expressly permitted by this Agreement;
b. Use the Services to submit, store, transmit or process malicious code, worms or viruses;
c. Use the Services to submit, store, transmit, or process information that is or may: (a) be threatening, harassing, degrading, hateful or intimidating; (b) infringe any individual rights or intellectual property rights; (c) contain viruses or malicious code; or (d) violate any applicable laws or your obligations to any third party;
d. Reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of, create derivative works from, or build a product or service similar to any software or content included in the Service;
e. Gain (or enable third parties to gain) unauthorized access to the Services or the systems or networks of Vacation Creations or its affiliates or customers;
f. Disrupt or interfere with the integrity or performance of the Services;
g. Access, use, or attempt to modify the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas under this Agreement;
8) Authorized Administrator(s) When you sign up for an account for your organization, you may specify one or more authorized administrators (“Authorized Administrators” or “Administrators”). The Administrator(s) will have the right to configure the Services based on your requirements and manage end Users in your organization’s account.
9) Personal Information and Privacy Personal information you provide to Vacation Creations through the Services is governed by the Vacation Creations Privacy Policy (LINK). Your election to use the Services indicates your acceptance of the terms of the Privacy Policy.
10) User & Client Data.
a. “User Data” means any of your or your firm’s personal data, credit data, biometric data, transaction data, system data, other data, information, or other material that you accept, utilize, process, or collect from customers or individuals and/or submit to Vacation Creations in the course of using the Services. “Client Data” means any of your customer’s or other individual’s personal data, credit data, biometric data, transaction data, system data, other data, information, or other material that you accept, utilize, process, or collect from customers or individuals and/or submit to Vacation Creations in the course of using the Services.
b. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any User & Client Data, and you agree that any support provided by Vacation Creations in the provision of the Services shall not be construed as a representation concerning the accuracy, quality, integrity, legality, reliability, or appropriateness of any User & Client Data.
c. Vacation Creations will use User & Client Data to provide the Services and as expressly authorized in this Agreement or the Vacation Creations Privacy Policy (LINK). You agree that Vacation Creations may disclose User & Client Data to (i) an affiliate (which can include a parent company, subsidiaries, joint venture partners or other companies that we control or that are under common control), (ii) an acquirer of the Vacation Creations business or assets, (iii) third party software and hosting services whose offerings are integral to Vacation Creations’ services, or (iv) a successor by merger or equity purchase.
d. Vacation Creations does not have any obligation to monitor or review User & Client Data for any purpose. Notwithstanding the foregoing, Vacation Creations reserves the right to take steps it believes are reasonably necessary (to include the disclosure of User & Client Data to law enforcement authorities or other government officials) to enforce and/or verify compliance with this Agreement; to detect or prevent security, fraud, or technical issues; to protect the rights, property, and/or safety of Vacation Creations or any other person; or otherwise as permitted by law.
11) Intellectual Property Ownership
a. User & Client Data User grants to Vacation Creations a non-exclusive, royalty-free right during and after User’s use of the Services, to use the User & Client Data for the performing of Vacation Creations’s obligations under the Agreement in accordance with the terms of the Agreement or the Vacation Creations Privacy Policy (LINK). Such rights shall include permission for Vacation Creations to generate and publish aggregate, anonymized reports on system usage and trends, provided they do not conflict with Section 10c.
b. The Services Vacation Creations owns all rights, title, and interest, including all related Intellectual Property Rights, in and to the Services and any feedback or other information (except for User & Client Data) that you provide to Vacation Creations through the Services. This Agreement does not convey any rights of ownership in the Services.
c. Trademark The Vacation Creations name, the Vacation Creations logo, and the product names associated with the Services are trademarks of Vacation Creations LLC or third parties, and no right or license is granted to use them.
12) Disclaimer of Warranties YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. VACATION CREATIONS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. V VACATION CREATIONS MAKES NO WARRANTY THAT THE SERVICES WILL (I) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (III) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM VACATION CREATIONS, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13) Limitation of Liability YOU AGREE THAT VACATION CREATIONS (TOGETHER WITH ANY AFFILIATES, JOINT VENTURE PARTNERS, OR OTHER COMPANIES IT CONTROLS OR IS UNDER COMMON CONTROL WITH, TO INCLUDE EMPLOYEES, OFFICERS, AND DIRECTORS OF SUCH ENTITIES) SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION (INCLUDING USER & CLIENT DATA), OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF VACATION CREATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL VACATION CREATIONS’ ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICES IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO ANY SUCH LIABILITY.
14) Indemnification You agree to indemnify and hold harmless Vacation Creations, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines, and expenses (including, without limitation, attorney fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violation of any provisions of this Agreement, or any other claim related to your use of the Services, except where such use is authorized by Vacation Creations. Vacation Creations agrees to indemnify and hold you harmless from and against any losses, damages, fines, and expenses (including, without limitation, attorney fees and costs) arising out of or relating to any claims that the Services directly infringe on any third-party intellectual property rights.
15) Arbitration Any controversy or claim arising out of or relating to this Agreement and/or the provision of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Missouri and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Vacation Creations may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
16) Termination
a. Either party may terminate this Agreement (or reduce the number of Users in a subsequent term) by notifying the other party in writing at least five days prior to the end of the then-current term.
b. Vacation Creations may immediately suspend or terminate your account (in whole or in part) with prejudice in the event of:
- Its reasonable belief that you have provided untrue, inaccurate, outdated, or incomplete information in registering for or maintaining your account;
- Your non-payment for Vacation Creations recurring subscription fees or other fees related to Vacation Creations (if applicable);
- Any suspected illegal or fraudulent activity in your use of the Services;
- Requests by law enforcement or other government agencies; or
- A reasonable belief that you have violated the terms of this Agreement or have or are conducting any fraudulent activity or identity theft.
c. You agree that you are responsible for maintaining your own backups of User & Client Data, to the extent that you wish to maintain any access to that data following termination of this agreement for any cause by any party. You agree and acknowledge that Vacation Creations has no obligation to retain the User & Client Data, and may delete, without incurring any liability, such User & Client Data following termination.
d. In the event this Agreement is terminated with prejudice, your right to access or use User & Client Data shall immediately cease, and Vacation Creations reserves the right to withhold, remove and/or discard Client Data, without notice or liability.
17) Export Compliance You will not and will not allow any person under your direct control to export any of the Services or underlying technology: (a) to any country or individual to which such export or re-export is restricted or prohibited by the laws of the United States, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (b) otherwise in violation of any United States export or import restrictions, laws or regulations. Customer warrants that it is not located in, under the control of, or a resident of any such prohibited country or on any such prohibited party list.
18) Payments You agree to pay all amounts due in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. After 30 days of gaining access to the Services, all charges are final and non-refundable, including payments made by Monthly and Annual Subscribers.
19) EU General Data Protection Regulation (GDPR) Vacation Creations does not solicit or do business with travel providers or agencies based in Europe, and as such is not compliant with EU’s General Data Protection Regulation (GDPR).
20) Miscellaneous
a. Confidential Information Neither party will disclose non-public information about the other party’s business, to include User & Client Data, personal information, technical specifications, customer lists, or information relating to a party’s operational, strategic, or financial matters (together, “Confidential Information”) except pursuant to the terms of this Agreement, including the Privacy Policy. Confidential Information does not include information that: (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser’s Confidential Information, as evidenced by written documentation by the recipient; or (4) is received from a third party that is not obligated to keep it confidential.
b. Force Majeure If Vacation Creations’s performance hereunder is rendered inadvisable, commercially impracticable, illegal, or impossible to perform by elements of nature, acts of God, acts of war, acts or threats of terrorism, pandemics, or other causes outside of its reasonable control, Vacation Creations, upon giving prompt Notice to the other party, will be excused from performance for the duration of the condition, provided that it uses commercially reasonable efforts to mitigate the effects.
c. Waiver All waivers must be in writing. A party’s consent to, or waiver of, enforcement of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
d. Entire Agreement / Amendment This Agreement, together with the policies of Vacation Creations and any Orders or Subscriptions obtained by you, represents the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
e. Survival Upon termination of this Agreement, all rights and duties of the parties towards each other shall cease, except the following provisions shall survive such termination: Sections 4 (Services), 6 (Obligations), 7 (Restrictions), 9 (Privacy), 10 (User & Client Data), 11 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Arbitration), 16 (Termination), 17 (Exports), 19 (GDPR) 20 (Miscellaneous).
f. Notice Vacation Creations may give notice to you by means of a general notice through the Services, electronic mail to your e-mail address on record in your account information, or by written communication sent by first class mail to your address on record in your account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent via first class mail or a nationally recognized courier service) or twelve (12) hours after sending (if sent by electronically). You may give notice to Vacation Creations (deemed given upon receipt by Vacation Creations) by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to: 825 Marshall Ave, St Louis MO 63119; and/or via electronic mail addressed to the attention of: info@vacationcreations.com, provided the electronic mail to that address includes the word NOTICE prominently in the subject line.
g. No liability for third-party services linked from site In using the Services, you may enter into a business relationship with a third party offering it goods and/or services through the Services. Any such activity is solely between you and the relevant third party. Vacation Creations does not endorse any such third parties and shall have no liability, obligation, or responsibility for any such business activity.
h. Assignment Except as otherwise provided in this Agreement, you may not assign this Agreement without the prior express written consent of Vacation Creations. This Agreement may be assigned without Grantee’s consent by Vacation Creations to (i) an affiliate, (ii) an acquirer of the Vacation Creations business or assets, or (iii) a successor by merger or equity purchase.
i. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without regard to its conflict of law’s principles.
j. Severability Should any provision of this Agreement be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.