XENI INC.

PLATFORM SUBSCRIPTION AND SERVICES AGREEMENT

This Platform Subscription and Services Agreement is by and between you (“Subscriber” or “you”) and Xeni Inc. (“Xeni”)(the “Agreement”). Xeni and Subscriber may each be referred to individually as a “Party” and collectively as the “Parties.” Clicking “Accept” below constitutes your consent to this Agreement.

Xeni owns a proprietary travel booking engine (the “Booking Engine”) that can be used to connect, on one hand, travel management services, travel agencies, and other similar businesses (and their respective employees, contractors, and customers) with, on the other hand, travel products and services of third-party suppliers. Xeni also owns a proprietary travel manager business management platform that is a customer relationship manager tool, facilitates travel managers’ management of the travel itineraries for their customers, and facilitates purchases of travel products and services (the “Business Management Platform”).

Subject to the terms and conditions of this Agreement, Subscriber desires to obtain, and Xeni is willing to grant to Subscriber, a license from Xeni to the Booking Engine and the Business Management Platform (collectively, the “Licensed Platform”) for the purpose of making available to Authorized Users a Subscriber-branded website and mobile application built on the functionality and features of the Licensed Platform, and such other features and characteristics as are agreed between the Parties in writing from time to time pursuant to this Agreement (the “White Label Platform”).

This Agreement governs your receipt of the Services and use of and access to the White Label Platform. This Agreement hereby incorporates by this reference any additional terms and conditions posted by Xeni on its website (https://xeni.com), including the Xeni Terms of Service, or otherwise made available to you by Xeni.

The Services and White Label Platform are intended for businesses. YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND THE CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (THE “ORGANIZATION”), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 13.7 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1. DEFINITIONS. Capitalized terms used but not defined elsewhere in this Agreement have the following meanings:

1.1 “Applicable Law” means any applicable federal, state, county, local, and international law, ordinance, regulation, rule, code, and order, including all Privacy Laws.

1.2 “Authorized Users” mean Subscriber’s employees, Travelers, and Contractors whom Subscriber authorizes to access and use the White Label Platform; provided, however, that (i) Authorized Users must sign up for and log in to an account on the White Label Platform in order to access and use the White Label Platform, and (ii) any Authorized User’s access to and use of the White Label Platform will be limited to their provision or receipt of services to or from Subscriber, and solely during the period such employees, Travelers, and Contractors remain Subscriber’s employees, Travelers, and Contractors.

1.3 “Confidential Information” means business and technical information in any form of a Party (the “Disclosing Party”) that are disclosed to the other Party (the “Receiving Party”), including its Intellectual Property, business and marketing plans, strategies, sales, product and financial data and projections, processes, techniques, trade secrets, know how, inventions, processes (business, technical, or other), designs, algorithms, source code, customer lists, and the terms of this Agreement. Confidential Information does not include information or data that is: (i) is or has become generally publicly known or available other than by any act or omission of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to the time of first disclosure to Receiving Party by Disclosing Party; (iii) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to Disclosing Party; or (iv) is independently developed by Receiving Party without use of, reliance upon, or reference to any Confidential Information of Disclosing Party.

1.4 “Contractor” means any authorized third party that is under contract to provide services to Subscriber.

1.5 “Documentation” means Xeni’s documentation (whether in hard copy, electronic, or digital form) that Xeni provides or makes available to Subscriber under the Agreement and which is designed to provide guidance and instruction regarding the operation, maintenance, and/or use of the Licensed Platform.

1.6 “Fees” mean the Subscription Fees and the Professional Services Fees, collectively.

1.7 “Front End” means the front end user interface of the White Label Platform that enables Subscriber to provide to Authorized Users the ability to access and use the White Label Platform for the purposes of searching for and reserving travel products and services, using the customer relationship management tools, reviewing and managing travel itineraries, and facilitating communications related to the foregoing, consistent with this Agreement.

1.8 “Intellectual Property Rights” mean all registered and unregistered intellectual and industrial property rights, whether now existing or existing in the future, including (i) all patent rights, including any rights in pending patent applications and any related rights; (ii) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (iii) all trademarks, service marks, trade dress, or other proprietary trade designations, including all registrations and applications therefor; (iv) all rights throughout the world to proprietary know-how, trade secrets, and other Confidential Information, whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction.

1.9 “Malicious Code” means any computer virus, Trojan horse, worm, time bomb, or other similar code or hardware component designed to disable, damage, or disrupt the operation of, permit unauthorized access to, erase, destroy, or modify any software, hardware, network, or other technology.

1.10 “Order Form” means the schedule of Subscription Fees and SaaS Services ordered by Subscriber and accepted by Xeni.

1.11 “Permitted Use” means use of the White Label Platform (i) by Authorized Users via the Front End; and (ii) for those Authorized Users who are Subscriber’s employees and Contractors, for the benefit of Subscriber’s internal business operations.

1.12 “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, association, unincorporated organization, government agency, or political subdivision thereof or other entity.

1.13 “Personal Information” means any information that identifies, or is capable of identifying, an Authorized User, including (i) an individual’s name, date of birth, or driver’s license or other government-issued identification number; (ii) an individual’s contact information, such as an address or telephone number; and (iii) any other information defined as “personal information,” “personal data,” or any other similar term under any applicable Privacy Law.

1.14 “Privacy Laws” mean any applicable federal, state, and/or international laws, rules or regulations relating to the collection, use, processing, and protection of Personal Information in the jurisdictions in which Subscriber does business, including the General Data Protection Regulation (GDPR).

1.15 “Professional Services” mean the services provided by Xeni to Subscriber under this Agreement related to the White Label Platform as set forth in a Statement of Work, including, potentially, development, migration, integration, testing, conversion, consulting, or other platform-related services. Professional Services will only be provided if the Parties enter into one or more Statement(s) of Work detailing the agreed upon Professional Services to be provided and the applicable Professional Services Fees for such Professional Services.

1.16 “Professional Services Fees” mean the fees payable by Subscriber to Xeni in consideration for the Professional Services, as set forth in the applicable Statement of Work.

1.17 “Services” mean the SaaS Services, Integration Services, and the Professional Services, collectively.

1.18 “Statement of Work” means a statement of work executed by the Parties pursuant to this Agreement.

1.19 “Subscriber Commission” means the commission that Subscriber earns on Travel Bookings, where such commission amount is set by the Subscriber, or the applicable Travel Agent, through settings made available via the White Label Platform.

1.20 “Subscriber Content” means Subscriber Materials, as well as any messages or communications sent by Subscriber to any of its Authorized Users through the White Label Platform.

1.21 “Subscriber Data” means any and all information and data inputted by Subscriber or Authorized Users in the White Label Platform, provided by Subscriber to Xeni to input into the White Label Platform, or otherwise submitted by Subscriber or Authorized Users to or through the White Label Platform, and all derivatives of such information or data.

1.22 “Subscriber Payment” means the amount of Subscriber Commission received by Xeni from Authorized Users, less any applicable credit card processing fees attributable thereto.

1.23 “Subscriber Personal Information” means the Personal Information of, or with respect to, Subscriber, Subscriber’s employees, and Contractors provided directly to Xeni.

1.24 “Subscriber Terms of Service” means the terms and conditions made available on the White Label Platform, which governs Authorized Users use of the White Label Platform.

1.25 “Subscription Fees” mean the fees payable by Subscriber to Xeni in exchange for the SAAS Services.

1.26 “Travel Bookings” means travel products and services provided by Travel Suppliers reserved by Authorized Users via the Booking Engine.

1.27 “Travel Agents” means Subscriber’s employees and Contractors that provide travel management services to Travelers via the White Label Platform.

1.28 “Travel Suppliers” means third-party suppliers of travel products and services.

1.29 “Travelers” means Subscriber’s customers that seek to reserve Travel Bookings via the White Label Platform and have agreed to the Subscriber Terms of Service.

1.30 “Traveler Personal Information” means the Personal Information of or relating to a Traveler.

1.31 “Updates” mean any error correction, bug fix, patch, enhancement, update, upgrade, new version, release, revision, or other modification to the SaaS Services provided or made available by Xeni to Subscriber pursuant to this Agreement.

1.32 “White Label Terms of Service” mean the terms of service which are based on the Xeni Terms of Services, and are attached to this Agreement as Schedule B.

1.33 “Xeni Website” means https://xeni.com.

1.34 “Xeni Terms of Service” mean the Xeni terms of service, available athttps://xeni.com/terms, and as may be amended from time to time in Xeni’s sole discretion.

2. WHITE LABEL SERVICES.

2.1 Subject to the terms and conditions of this Agreement, Xeni shall: (i) provide Subscriber with access to certain Xeni templates for Subscriber’s use in assisting Xeni in building and formatting the Front End (“Integration Services”). If the Front End is built entirely from Xeni templates, there shall be no charge for the Integration Services. If the Front End is customized in any way by or on behalf of Subscriber, Xeni’s Integration Services described above shall be deemed Professional Services and shall be subject to a separate Statement of Work. From time to time, Xeni may develop new products, services, and premium features that have an additional cost. These capabilities may be presented to Subscriber as options available for inclusion in an addendum to this Agreement. In the event Subscriber desires to have Xeni provide integration, custom development, or other Professional Services outside the scope of this Section, such services will be governed by Section 5 of this Agreement.

3. SUBSCRIPTION TERMS.

3.1 Subscription. Subject to the terms and conditions of this Agreement, Xeni hereby grants to Subscriber, solely during the Term (as defined below), a limited, non-exclusive, nonsublicensable, non-transferable right and license to use the White Label Platform and Documentation solely for the Permitted Use during the Term. Xeni will, subject to Subscriber’s payment of Subscription Fees, provide access to the White Label Platform licensed to Subscriber under the Subscription Plan identified in an Order Form as a software as a service from a hosting environment owned and operated by Xeni and/or its third-party providers (“SaaS Services”) in accordance with Schedule A attached hereto.

3.2 Travel Bookings. Subscriber acknowledges and agrees that all Travel Bookings are made available through the White Label Platform by the Travel Suppliers, and not by Xeni, and are subject to the applicable Travel Supplier’s terms, conditions, rules, and policies, including refund, exchange, and cancellation policies (“Travel Provider Policies”). For clarity, when Subscriber or an Authorized User uses the Booking Engine to reserve a Travel Booking, Subscriber or the Authorized User, as applicable, enters into a direct relationship with the relevant Travel Supplier for the Travel Booking, and any issue that Subscriber or any Authorized User has with respect to any Travel Booking shall be addressed directly between Subscriber or the Authorized User and the applicable Travel Supplier, and Xeni is not responsible for the acts or omissions of Travel Suppliers. Subscriber shall, and will ensure that Authorized Users shall, be subject to, bound by, and in compliance with the Travel Provider Policies. Subscriber shall make available the Subscriber Terms of Service on the White Label Platform as a clickwrap agreement, which Authorized Users shall be required to click accept, and such Subscriber Terms of Service shall be in substantially the same form as the White Label Terms of Service, as attached to this Agreement as Schedule B, and any material deviations therefrom of Service, as attached to this Agreement as Schedule B, and any material deviations therefrom shall require the prior written approval of Xeni.

3.3 Restrictions on Use.Subscriber will not (and will not authorize or knowingly permit any Person to) and will ensure that Authorized Users do not (and do not authorize or knowingly permit any Person to): (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discern, derive or gain access to the source code for or relating to the White Label Platform; (ii) copy, modify, adapt, enhance, translate, or otherwise prepare derivative works or improvements of the White Label Platform, in whole or in part; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the White Label Platform, except as expressly provided herein; (iv) remove, delete, efface, obscure, translate, combine, or otherwise modify any proprietary markings or restrictive legends placed on the White Label Platform or any terms of the Documentation; (v) use the White Label Platform for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, any fraudulent purpose or in violation of any Applicable Law; (vi) use, upload, or make available content (including content claimed as personal information or Subscriber Content), which (a) such Person does not own or have legal permission to upload or make available; (b) is defamatory or libelous; (c) is obscene or promotes, solicits, or comprises of inappropriate, harassing, abusive, profane, threatening, indecent, vulgar, or otherwise objectionable or unlawful content or activity; (d) is harmful to minors; or (e) contains Malicious Code; (vii) use the White Label Platform for purposes of (a) benchmarking or the competitive analysis of the White Label Platform; (b) developing, using, or providing a competing software product or service, or (c) any other purpose that is to Xeni’s detriment or commercial disadvantage; (viii) knowingly damage, disable, overburden, or impair any of Xeni’s or its hosting provider’s servers, or the networks connected to any of Xeni’s or its hosting provider’s servers, or interfere with any other Person’s use and enjoyment of the White Label Platform; (ix) bypass or breach any security device or protection used for or contained in the White Label Platform or Documentation or otherwise attempt to gain unauthorized access to the White Label Platform or other accounts, computer systems, or networks connected to any servers of Xeni or its hosting provider, through hacking, password mining, or any other means; or (x) use the White Label Platform or Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement.

3.4 Compliance.Subscriber shall use the White Label Platform in compliance with Applicable Law. In addition, Subscriber shall, and shall cause all employees and Contractors, to comply with all applicable security, confidentiality, and other policies. Subscriber shall be responsible for any acts or omissions arising from or relating to Subscribers or its employees or Contractors. If any Contractor takes any action or omits to take any action that would breach this Agreement if such Contractor were Subscriber, then (i) Subscriber shall promptly notify Xeni of same; (ii) upon notice to Xeni from Subscriber, Subscriber shall immediately cease permitting such Contractor to use the White Label Platform hereunder; and (iii) Subscriber shall be deemed to be in breach of this Agreement as if such action or omission were or were not taken by Subscriber.

3.5 Modifications; No Contingency for Future Commitments.Xeni reserves the right, in its sole discretion, to modify the White Label Platform (including portions or components thereof) from time to time, including by adding, deleting, or modifying features to help improve the user experience; provided, however, that during the Term, such additions, deletions, or modifications to features will not materially degrade or result in a material loss of the overall functionality of the SaaS Services or White Label Platform, respectively, as compared to the functionality immediately prior to the applicable addition, deletion, or modification.

4. SUBSCRIBER DATA; USAGE DATA.

4.1 Generally. Subscriber shall ensure that Subscriber’s and its Authorized Users’ use of the White Label Platform and all Subscriber Data is at all times compliant with Subscriber’s privacy policies and all Applicable Law and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data. Subscriber is solely responsible for the accuracy, quality, content, and legality of all Subscriber Data. Subscriber represents and warrants to Xeni that Subscriber has sufficient rights in the Subscriber Data to grant the rights granted to Xeni in Section 4.2 below and that the Subscriber Data does not infringe or otherwise violate the rights of any third party.

4.2 Rights in and Responsibilities for Subscriber Data and Traveler Personal Information. As between the Parties, Subscriber shall retain all right, title, and interest (including any and all Intellectual Property Rights) in and to the Subscriber Data as provided to Xeni. Subject to the terms of this Agreement, Subscriber hereby grants to Xeni a non-exclusive, worldwide, transferable, sub- licensable, perpetual, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Subscriber Data to configure, operate, provide, and/or improve the White Label Platform and provide the Services under this Agreement. Moreover, Xeni collects and processes Subscriber Personal Information in accordance with its privacy policy. Xeni processes Traveler Personal Information to provide the Services to Traveler on Subscriber’s behalf. Subscriber is the “controller” or “business,” as defined under Applicable Law, with respect to Traveler Personal Information. Subscriber, on its behalf and its Agents’ and Contractors’ behalf, represents, warrants, and covenants that (i) Subscriber has the right and obtained all necessary permissions and consents to use and submit the Traveler Personal Information in connection with the Services, and (ii) Subscriber has delivered, and will deliver, any notices or disclosures required under applicable law or regulations for Xeni to process Traveler Personal Information in connection with the Services.

4.3 Restrictions.Subscriber will not, and will not permit Authorized Users to, upload, transmit, or process any Subscriber Data or otherwise utilize the White Label Platform in violation of the Agreement. If Xeni becomes aware of any such conduct, Xeni has the right, but not the obligation, to require Subscriber to remove such Subscriber Data or cease such use, or to suspend or disable Subscriber’s access to the White Label Program. Xeni will use commercially reasonable efforts to inform Subscriber (which may be by email) prior to such disabling or suspension, unless Xeni determines that an immediate disabling or suspension is required.

4.4 Usage Data.Xeni may monitor, access, and collect certain information in connection with Subscriber’s access to or use of the White Label Platform, including software version, information pertaining to the performance and health of the solution, usage statistics, and any other information regarding the performance, usability, and health of the White Label Platform (“Usage Data”). As between Xeni and Subscriber, Xeni owns the Usage Data, excluding however any Usage Data that constitutes Personal Information. Xeni may combine this Usage Data with other data (including anonymized elements of the Subscriber Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregate Data”). Subscriber hereby agrees that Xeni may, both during and after the Term, use, reproduce, publish, make available, and vend such Aggregate Data; provided, however, that such usage shall not identify Subscriber or its Authorized Users.

5. PROFESSIONAL SERVICES.

5.1 Statements of Work. Subscriber may request Xeni to perform Professional Services. Xeni will perform for Subscriber any Professional Services as set forth in a Statement of Work, subject to the terms and conditions of this Agreement (including the applicable Statement of Work) and subject to any obligations of Subscriber set out in such Statement of Work. Any Professional Services to be performed will be set forth in one or more Statement(s) of Work as mutually agreed on and executed by the Parties. The work covered by a particular Statement of Work will be referred to in this Agreement as a “Project.” Each Statement of Work will be in writing, signed by an authorized representative of each Party, will reference this Agreement, and will specify for the Project covered by that Statement of Work: (i) a Project contact for each Party; (ii) a description of the Project, including any applicable specifications, milestones, and deliverables to be developed (“Deliverables”); and (iii) the Professional Services Fees. For the avoidance of doubt and as set forth in Section 2.1, any Subscriber requests for services that are outside the scope of services described in Section 2.1, are subject to Xeni’s approval and the Parties’ mutual execution of an applicable Statement of Work.

5.2 Ownership of Deliverables and Work Product.Unless otherwise set forth in a Statement of Work, Xeni shall own all right, title, and interest, including, all Intellectual Property Rights, in and to all Deliverables and other work product created by Xeni in the performance of the Professional Services; provided, however, that upon the full payment of the applicable Professional Services Fees by Subscriber, any Deliverables shall be considered part of the White Label Platform hereunder.

6. LICENSE AND TITLE.

6.1 Traveler Content License. Subscriber shall provide Xeni with, or provide Xeni with access to, certain content wholly owned or controlled by Subscriber (including Subscriber’s identifying marks, logos, trade dress, trademarks, trade names, service marks, and any content uploaded to the White Label Platform or otherwise provided, directly or indirectly, by Subscriber to Xeni) for Xeni’s use in providing the Services under this Agreement (including for incorporation into certain Deliverables required to be provided pursuant to such Statement of Work) (“Subscriber Materials”). Subscriber grants to Xeni, during the Term, a non-exclusive, revocable, non-assignable, non-transferable license to use the Subscriber Content provided to Xeni for the purpose of providing the Services.

6.2 Title. As between Xeni and Subscriber: (i) Xeni retains all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to White Label Platform, the Documentation, the templates, the Front End (excluding any Subscriber Content contained therein), and any other materials provided or made available by Xeni hereunder, and Subscriber shall have no rights with respect to the same other than those license rights expressly granted under this Agreement; and (ii) Subscriber retains all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber Data and the Subscriber Content, and Xeni shall have no rights with respect to the same other than those license rights expressly granted under this Agreement.

7. FINANCIAL TERMS.

7.1 Subscription Fees. The Subscription Fees shall be set forth in an Order Form.

7.2 Professional Services Fees. The Professional Services Fees shall be set forth in the applicable Statement(s) of Work.

7.3 Travel Bookings; Subscriber Commissions. Travelers shall pay for Travel Bookings in accordance with the terms of the Subscriber Terms of Service. Prices for Travel Bookings, as displayed to Travelers at checkout on the White Label Platform, shall include all applicable Subscriber Commissions and any other information or disclosure required by Applicable Law. Subscriber, or the applicable Travel Agent, may set the applicable Subscriber Commissions through settings made available on the White Label Platform. No other commissions shall be payable to Subscriber in connection with the White Label Platform (or any use thereof), other than those Subscriber Commissions included in the Travel Booking price paid by the Authorized User.

7.4 Taxes.
(a) All amounts payable under this Agreement are exclusive of sales and use taxes, value added taxes, transfer taxes, excise taxes, goods and services taxes, consumption taxes, business taxes and other similar taxes, duties and charges (“Transfer Taxes”), which shall be Subscriber’s responsibility, and the costs of which such Transfer Taxes may be invoiced by Xeni and paid by Subscriber in accordance with Section 7.5. For the avoidance of doubt, Subscriber shall be liable for such Transfer Taxes whether such Transfer Taxes are imposed on Xeni, Subscriber, or a third party and whether or not invoiced by Xeni.

(b) All amounts payable hereunder shall be paid free and clear of and without deduction or withholding for or on account of any taxes, levies, duties or other charges in the nature of taxation (including any related interest and penalties) (“Withholding Taxes”), unless such deduction or withholding is required by Applicable Law. If such a deduction or withholding is required by Applicable Law to be made, Subscriber shall pay such additional amounts as may be necessary so that the net amount received by Xeni is equal to the amount that Xeni would have received if such deduction or withholding had not been so required, and Subscriber shall make such deductions or withholdings, pay the full amount deducted or withheld to the relevant taxing authority as required by Applicable Law and provide Xeni with the relevant tax payment receipts in respect thereof.

(c) Each Party shall use commercially reasonable efforts to cooperate with and assist the other in reducing applicable Transfer Taxes and Withholding Taxes hereunder to the extent permitted under Applicable Law.

7.5 Payments.
(a) Subscriber shall provide all such information and authorizations to Xeni necessary to allow Xeni to make direct payments of Subscriber Payments directly into the deposit account Subscriber shall designate in writing (“Commission Account”). On no less than a monthly basis, Xeni shall deposit into the Commission Account such Subscriber Payments as may then be payable to Subscriber based upon Xeni’s receipt of payment from Authorized Users. Xeni may offset or recoup from such amounts any amounts Subscriber may owe Xeni which are more than thirty (30) days overdue. All chargebacks, disputes, foreign transaction fees, and other costs you incurred are deducted from your Payment.

(b)Subscriber shall provide all such information and authorizations to Xeni necessary to allow Xeni to charge Subscriber’s credit card for the purpose of paying the Subscription Fees and Professional Service Fees. Xeni will charge Subscriber’s credit card (i) the Subscription Fees and any applicable taxes, unless otherwise set forth in the applicable Order Form, monthly in advance; and (ii) the Professional Services Fees and any applicable taxes, unless otherwise set forth in the applicable Statement of Work, monthly in arrears. If for any reason Xeni is unable to charge such amounts to a Subscriber credit card, Subscriber shall pay such amounts immediately upon notification from Xeni. Except as otherwise expressly provided in this Agreement, Subscriber shall not be entitled by reason of any set-off, counter-claim, or other similar deduction to withhold payment of any amount due to Xeni.

7.6 Late Payments. In the event that any amount due and owing is not received by Xeni in accordance with the terms hereof, then without limiting its rights and remedies, Xeni may: (i) condition future Services on payment terms shorter than those specified in this Section 7; (ii) suspend its Services hereunder and Subscriber’s and its Authorized Users’ access to, and usage of, the White Label Platform; and/or (iii) terminate this Agreement in accordance with, and pursuant to, Section 8.2(c). In the case of any suspension for non-payment, Xeni may charge a re-activation fee to reinstate access to the White Label Platform.

8. TERM AND TERMINATION.

8.1 Term. This Agreement begins on the Effective Date and continues until terminated pursuant to Section 8.2. The period during which this Agreement is in effect is referred to herein as the “Term.”

8.2 Termination.
(a) Either Party may terminate this Agreement at any time by providing written notice to the other Party. If Xeni exercises its right to terminate under this Section, termination shall be effective thirty (30) days after the date of Xeni’s written notice. If Subscriber exercises its right to terminate under this Section, termination shall be effective at the end of the following calendar month during which Subscriber’s notice was received by Xeni.

(b) Either Party may terminate this Agreement upon written notice to the other Party in the event such other Party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it that is not both challenged within twenty (20) days and dismissed within sixty (60) days after filing, or avails itself of or becomes subject to any petition or proceeding under any statute of any state or country relating to insolvency or the protection of the rights of creditors, or becomes the subject of any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of its debt; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; or (i) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated.

(c) If a Party materially breaches this Agreement, the non-breaching Party, at its option, shall have the right to terminate either this Agreement or the applicable Statement(s) of Work by written notice to the breaching Party, unless such breaching Party cures such breach within thirty (30) days after receipt of written notice of such breach.

(d) If Xeni reasonably believes that performance under this Agreement will violate any applicable laws or regulations, Xeni has the right to immediately terminate this Agreement upon notice to Subscriber.

8.3 Effect of Termination. In the event of any termination of this Agreement: (i) all Statements of Work under this Agreement shall automatically terminate, (ii) Subscriber shall pay Xeni for all amounts payable hereunder as of the effective date of termination or expiration; (iii) all rights and licenses granted hereunder to Subscriber shall immediately cease, and Subscriber’s and its Authorized Users’ access to and usage of the White Label Platform, the Front End, and the Documentation shall immediately cease; (iv) each Party shall promptly return to the other Party all of such Party’s Confidential Information; and (v) for a period of one (1) year after the effective termination date of this Agreement, Subscriber may request in writing that, at Subscriber’s expense, Xeni return any Subscriber Data maintained by Xeni, and Xeni will take commercially reasonable steps to comply with such request within ninety (90) days of receipt of such request. If Subscriber does not request the return of Subscriber Data from Xeni in accordance with subsection (v) hereof, Xeni may, in its sole discretion, maintain or dispose of any Subscriber Data in its possession or control in accordance with its ordinary business practices or record retention policy.

8.4 Survival. The following provisions shall survive any termination of this Agreement:Section 1 (“Recitals and Definitions”), Section 3.2 (“Travel Bookings”), Section 3.3 (“Restrictions on Use”), Section 4.4 (“Usage Data”), Section 5.2 (“Ownership of Deliverables and Work Product”), Section 6 (“License and Title”), Section 7 (“Financial Terms”) until all monies due have been paid in full, Section 8.3 (“Effect of Termination or Expiration”),Section 8.4 (“Survival”), Section 9 (“Confidentiality”), Section 10.4 (“Disclaimer”), Section 11(“Indemnification”), Section 12 (“Limitation of Liability”), and Section 14 (“General Provisions”).

9. CONFIDENTIALITY.

9.1 Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 9.3below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.

9.2 Protection of Confidential Information. The Receiving Party shall protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

9.3 Compliance by Personnel. The Receiving Party shall, prior to providing any employee or consultant access to any Confidential Information of the Disclosing Party, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information. The Receiving Party shall be responsible to the Disclosing Party for any violation of thisSection 9 by any such employee or consultant.

9.4 Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall, unless prevented by law, rule or regulation, provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed and shall use commercially reasonable efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.

9.5 Irreparable Injury. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

10.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) the execution and delivery of this Agreement by it and the performance of its obligations and exercise of its rights hereunder are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it, including any non-disclosure, confidentiality, non-competition, or other similar agreement.

10.2 Subscriber Representations and Warranties.
(a) Subscriber further warrants and represents that (i) it has provided any required notices and obtained all required consents, permissions, rights and licenses necessary to provide all Subscriber Content and Subscriber Data for use as set forth herein; (ii) it shall make available to Authorized Users the Subscriber Terms of Service in accordance with this Agreement, and shall obtain from Authorized Users consents thereto; and (iii) its provision of all Subscriber Content and Subscriber Data for use as set forth herein, and use of the White Label Platform, Front End and Documentation by Subscriber and its Authorized Users, shall comply with all Applicable Law.

(b) Without limiting the foregoing, Subscriber warrants and represents that it will not, and will not cause or allow a Travel Agent or Traveler, to, directly or indirectly, engage in any transaction, receive services from or otherwise deal with: (i) any national or resident of or entity formed under the laws of or located in any country or region subject to sectoral or comprehensive U.S. economic sanctions administered by OFAC, including Iran, Cuba, North Korea, Russia and Venezuela; (ii) any individual or entity that appears on the List of Specially Designated Nationals & Blocked Persons or Foreign Sanctions Evaders List maintained by OFAC, or any other applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons maintained by any U.S. or non-U.S. government (a “Sanctions List”); (iii) any entity that is 50% or more owned, individually or in the aggregate, directly or indirectly, by, is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on a Sanctions List; or (iv) any entity or individual that is otherwise the subject of any applicable sanctions, suspensions, or embargoes.

10.3 Platform Warranty; Exclusive Remedies. Xeni represents and warrants to Subscriber that the White Label Platform and the Front End will substantially conform to the functionality described in the Documentation. This warranty does not apply if the error or malfunction is caused by (i) a machine malfunction of Subscriber, Authorized User, or other Person; (ii) non-Xeni software malfunction; (iii) modifications or combinations not made by Xeni; (iv) incorrect data or procedures used by Subscriber or Authorized Users; or (v) in use of the White Label Platform or Front End other than in accordance with this Agreement and any applicable Documentation. SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDIES UNDER THE WARRANTIES SET FORTH IN THIS SECTION 10.3 ARE, AT XENI’S OPTION, EITHER: (A) THE CORRECTION OF THE WHITE LABEL PLATFORM SO THAT IT PERFORMS AS WARRANTED; OR (B) TO TERMINATE THE AGREEMENT WITHOUT FURTHER LIABILITY TO SUBSCRIBER, IN WHICH CASE XENI SHALL PROMPTLY REFUND TO SUBSCRIBER A PRO-RATED PORTION OF ANY PRE-PAID, BUT UNUSED, SUBSCRIPTION FEES.

10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, (A) THE SERVICES, THE WHITE LABEL PLATFORM, ITS COMPONENTS, ANY UPDATES, THE DOCUMENTATION, THE DELIVERABLES, TRAVEL BOOKINGS, AND ANY OTHER MATERIALS PROVIDED HEREUNDER OR MADE AVAILABLE TO SUBSCRIBER, ARE PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS; (B) XENI DOES NOT WARRANT THAT ANY INFORMATION OR CONTENT AVAILABLE ON THE WHITE LABEL PLATFORM, INCLUDING PRICING OR OTHER TRAVEL BOOKING CONTENT, IS ACCURATE OR RELIABLE; AND (C) EACH PARTY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, WHETHER EXPRESS, IMPLIED OR STATUTORY. XENI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY TRAVEL BOOKING. XENI IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF TRAVEL SUPPLIERS, SUBSCRIBER OR AUTHORIZED USERS. XENI IS NOT A CONTRACTING AGENT FOR OR REPRESENTATIVE OF SUBSCRIBER, AUTHORIZED USERS OR ANY TRAVEL SUPPLIER. ANY LEGAL CLAIM SUBSCRIBER OR AUTHORIZED USERS MAY HAVE RELATED TO TRAVEL BOOKINGS MUST BE BROUGHT AGAINST THE APPLICABLE TRAVEL SUPPLIER DIRECTLY. SUBSCRIBER HEREBY RELEASES XENI FROM ANY AND ALL CLAIMS RELATED TO THE TRAVEL BOOKINGS MADE BY SUBSCRIBERS OR AUTHORIZED USERS THROUGH THE WHITE LABEL PLATFORM, INCLUDING, WITHOUT LIMITATION, CLAIMS RELATING TO MISREPRESENTATIONS BY TRAVEL SUPPLIERS.

11. INDEMNIFICATION.

11.1 Indemnification by Xeni. Subject to the terms set forth below, Xeni shall defend, indemnify, and hold harmless Subscriber and its officers, directors, managers, and employees from any and all liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by them in connection with any third-party claim, action, or proceeding (each, a “Claim”): (i) arising from Xeni’s gross negligence or willful misconduct; and/or (ii) alleging that the use of the White Label Platform (excluding any Subscriber Content or Subscriber Data) in accordance with this Agreement infringes, violates, or misappropriates any third-party copyrights, patents, or trademarks registered in the United States. Xeni shall not have any indemnification obligations hereunder to the extent that the Claim arises from: (i) use of the White Label Platform in combination with modules, apparatus, hardware, software, or services not provided by Xeni; (ii) use of the White Label Platform that is outside the purpose, scope, or manner of use authorized by this Agreement or that violates this Agreement, the Subscriber Terms of Service, or any Applicable Law; (iii) the alteration or modification of the White Label Platform by Subscriber, any Authorized User, or any other Person (other than Xeni); (iv) use of any version of the White Label Platform other than the most current version or failure to timely implement any modification, update, maintenance release, or replacement of the White Label Platform made available to Subscriber by Xeni; (v) use of the White Label Platform after Xeni’s notice to Subscriber of such activity’s alleged or actual infringement, misappropriation, or other violation of a third party’s rights; and (vi) negligence, abuse, misapplication, or misuse of the White Label Platform or Documentation by or on behalf of Subscriber, Authorized Users, or a third party.

11.2 Infringement Claims. In the event that Xeni reasonably determines that the White Label Platform is likely to be the subject of a Claim of infringement, violation, or misappropriation of third- party rights, Xeni shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Subscriber the right to continue to use the White Label Platform as set forth hereunder; (ii) replace the infringing components of the White Label Platform with other components with the same or similar functionality that are reasonably acceptable to Subscriber; or (iii) suitably modify the White Label Platform so that it is non-infringing and reasonably acceptable to Subscriber. If none of the foregoing options is available to Xeni on commercially reasonable terms, Xeni may terminate this Agreement without further liability to Subscriber, in which case Xeni shall promptly refund to Subscriber a pro- rated portion of any pre-paid, but unused, Subscription Fees. This Section 11.2, together with the indemnity provided under Section 11.1, states Subscriber’s sole and exclusive remedy, and Xeni’s sole and exclusive liability, regarding infringement, violation, or misappropriation of any Intellectual Property Rights of a third party.

11.3 Indemnification by Subscriber. Subscriber shall defend, indemnify, and hold harmless Xeni and its officers, directors, managers, and employees (each, a “Xeni Indemnitee”) from any and all Losses incurred by them in connection with any Claim, including any claim brought by an Authorized User against any Xeni Indemnitee: (i) arising from the gross negligence, willful misconduct, fraud or violation of Applicable Law by Subscriber or any Authorized User; (ii) arising from Subscriber’s breach of its representations, warranties or other obligations hereunder, or Subscriber’s or any Authorized User’s breach of its representations, warranties or other obligations under, or violation of the Subscriber’s Terms of Service; (iii) alleging that Subscriber’s provision of the Subscriber Content or Subscriber Data, or the use thereof in accordance with this Agreement, infringes, violates, or misappropriates any third-party copyrights, patents, or trademarks; (iv) arising from any Authorized User’s access to, and use of, the White Label Platform; (v) arising from access to and use of the White Label Platform by other Persons permitted by Subscriber that are not Authorized Users; (vi) arising from any Travel Bookings or any Travel Supplier; or (vii) arising from any claim, transaction, or dispute between or among Subscriber, any Travel Supplier, and/or any Authorized User.

11.4 Procedure for Handling Indemnification Claims. In the event of any Claim for which indemnification is available, the indemnified Party shall give prompt written notice of any such Claim to the indemnifying Party; provided,however, that the failure of the Party seeking indemnification to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the indemnifying Party demonstrates actual damage caused by such failure. The indemnifying Party shall have the right to control and direct the investigation, defense, and settlement of each such Claim. The indemnified Party shall reasonably cooperate with the indemnifying Party (at the indemnifying Party’s sole cost and expense) in connection with the foregoing. The indemnified Party may participate in the defense of the Claim with counsel of its own choosing, at its own cost and expense, on a strictly monitoring basis. The indemnifying Party shall not enter into any settlement or resolution of any Claim that would constitute an admission of guilt or liability on the part of the indemnified Party, without the indemnified Party’s express prior written consent.

12. LIMITATION OF LIABILITY.

12.1 Liability Exclusion. XENI WILL NOT BE LIABLE TO SUBSCRIBER OR ANY AUTHORIZED USER OR ANY PERSON FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER IT WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. XENI’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO XENI BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES.

13. GENERAL PROVISIONS.

13.1 Insurance. Subscriber shall, during the Term, (i) maintain sufficient insurance coverage given its obligations under this Agreement, (ii) name Xeni as an additional insured under such insurance coverage, and (iii) provide Xeni with a certificate of insurance upon request.

13.2 Notices. Unless otherwise specified herein, all notices and other communications between the Parties (other than routine operational communications) required or permitted by this Agreement or by Applicable Law, will be deemed properly given, if given by: (i) personal service; (ii) registered or certified mail, postage prepaid, return receipt requested; or (iii) nationally or internationally recognized private courier service to the respective addresses of the Parties set forth above or such other address as the respective Parties may designate by like notice from time to time. Notices so given shall be effective upon: (a) receipt by the Party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first.

13.3 Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing herein shall constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other.

13.4 Assignment. Subscriber shall not assign, confer any right in, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part without the prior, written consent of Xeni. For the avoidance of doubt, a merger, consolidation, change of control, reorganization (in bankruptcy or otherwise) or stock sale of Subscriber shall be deemed an “assignment” requiring such consent, regardless of whether Provider is the surviving entity. Xeni may assign this Agreement, in whole or in part, to any purchaser of Xeni (or purchaser of all or substantially all of Xeni’s assets) or to any successor by way of merger, consolidation, change of control or similar transaction. Any assignment or other transfer by a Party in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

13.5 Publicity. During the Term, Xeni shall have the right, but not the obligation, to: (i) publicly announce in any and all media now known or hereafter devised that Subscriber is a customer of Xeni and a user of the Services; and (ii) use Subscriber’s trademarks, service marks, and trade names, in any and all media now known or hereafter devised, in accordance with any guidelines provided by Subscriber, to promote Xeni and/or the Services.

13.6 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, without fault by such Party, by any reason beyond its reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of state, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, embargoes, quarantines, epidemics, and pandemics, and any government order or other similar governmental action (each a “Force Majeure Event”). Any Party so delayed in its performance will notify the other Party of such delay and describe in reasonable detail the circumstances causing such delay. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay; provided, however, if the delay or failure continues for more than thirty (30) days, the Party not relying on the excusable delay may terminate this Agreement upon written notice to the other Party. In case of Termination, Xeni will not be responsible for any refund on Travel Bookings that are affected by such Force Majeure Event. Any refund Subscriber or Subscriber’s Traveler’s may be entitled to will be from the Travel Supplier. Travel Suppliers may choose to offer credits in lieu of a refund. Xeni is not responsible for a Travel Supplier’s failure to pay a refund or for supplier bankruptcy or insolvency.

13.7 Governing Law and Forum and Class Action Waiver. This Agreement, and any and all disputes, whether arising in contract, tort or otherwise, directly or indirectly arising out of or relating to this Agreement (collectively, “Disputes”), shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law rules thereof. All Disputes shall be resolved via arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held at a location within the Borough of Manhattan in the City of New York. The Parties agree that any arbitration award rendered on any Dispute submitted to arbitration shall be final and binding upon the Parties, and that judgment may be entered upon any arbitration award by any court of competent jurisdiction. The Parties agree that the expenses of any arbitration shall be borne equally by the Parties. THE PARTIES ACKNOWLEDGE AND AGREE THAT BY MAKING THIS AGREEMENT TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, THEY ARE WAIVING THE RIGHT TO LITIGATE IN A COURT OF LAW, AND TO TRIAL BY JURY IF APPLICABLE. Notwithstanding the forgoing, for any equitable or injunctive relief sought by Xeni under this Agreement, Xeni may elect to seek such relief in any federal or state court located in the Borough of Manhattan in the City of New York, and the Parties hereby consent to the exclusive jurisdiction and venue of the State of New York in connection with any such action for such equitable or injunctive relief. Subscriber agrees that Subscriber will only bring claims against Xeni in its individual capacity and not as a plaintiff or class member in and purported class action or representative proceeding.

13.8 Amendments. This Agreement may not be amended except by a writing which specifically references this Agreement and is signed by authorized representatives of Xeni and Subscriber.

13.9 No Waiver. The failure of either Party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

13.10 Severability. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the other provisions will remain in full force and effect. If legally permitted, the unenforceable provision will be replaced with an enforceable provision that as nearly as possible gives effect to the Parties’ intent.

13.11 Construction. The captions and the section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. Unless the context requires otherwise, as used herein the term “including” means “including, without limitation,” and the term “include(s)” means “include(s), without limitation.”

13.12 Entire Agreement. This Agreement, including any Schedules and any executed Statements of Work, together with the Xeni Terms of Service, contain the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and commitments with respect thereto, and there are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. In the event of any irreconcilable conflict between any terms or conditions contained in this Agreement, any Statement of Work, or any Schedule to this Agreement, the following agreements and documents shall control in the following order of descending precedence: (i) the body of this Agreement; (ii) the applicable Statement of Work; and (iii) the applicable Schedule. Notwithstanding the foregoing, provisions of this Agreement may be modified in a Statement of Work, solely for the purposes of that Statement of Work, only by an express statement specifically identifying the Section(s) of this Agreement to be modified.

SCHEDULE A – SERVICE LEVEL AGREEMENT

1. Uptime Commitment

(a)Service Level Commitment. Subject to the terms of this Agreement (including this Schedule A), Xeni shall use commercially reasonably efforts designed to ensure that the White Label Platform will be available 99.5% of the time during each month of the Term, after Excused Downtime (as defined below) is taken into account (“Uptime Commitment”). The White Label Platform is considered “not available” if Authorized Users cannot access the Subscriber Content from the White Label Platform in the normal course of operation. In the event the actual percentage of time the White Label Platform is available for a calendar month (the “Availability Percentage,” as calculated below) is less than the Uptime Commitment, Subscriber shall be entitled to receive from Xeni the applicable service level discount set forth below off the monthly base Subscription Fee in the month in which the Downtime occurred (“Downtime Discount”) as described below.
Availability Percentage will be measured over a calendar month and calculated using the following formula:

“Base Time” shall mean the total number of minutes in a given calendar month during the Term, excluding Excused Downtime.

“Downtime” shall mean the total number of minutes the White Label Platform is not available in a given calendar month. Downtime does not include: (i) periods of scheduled or emergency maintenance activities by Xeni or its service providers; (ii) Subscriber-requested service interruptions; (iii) Force Majeure Events; (iv) outages or unavailability caused by the acts or omissions of Subscriber or Authorized Users, or any third-party software or hardware; or (v) outages or unavailability caused by the acts or omissions of Xeni’s third party service providers or suppliers (items (i) through (v), “Excused Downtime”). Downtime will be measured in minutes and commence when Subscriber reports the issue to Xeni. Downtime concludes once the Subscriber Content is available.

(b) Downtime Discount. As Subscriber’s sole and exclusive remedy for any failure to meet its Uptime Commitment in accordance with this Schedule A, Xeni shall apply the following Downtime Discount in the next invoicing cycle following the month that gave rise to the Downtime Discount:

2. Scheduled Maintenance. In the event scheduled maintenance is necessary, Xeni shall use commercially reasonable efforts during the Term to schedule such maintenance on Saturday or Sunday between the hours of 12:00 midnight and 5:00 a.m. (Eastern Time). For scheduled maintenance, Xeni shall provide Subscriber with reasonable advance notice of such maintenance.
   
3. Persistent Outages. Should Xeni fail to meet the Uptime Commitment in three (3) or more calendar months during any five (5) consecutive calendar months during the Term or the White Label Platform is not available for more than ten (10) continuous hours on two (2) separate occasions in the same month during the Term, then Subscriber may elect to terminate this Agreement upon thirty (30) days’ written notice to Xeni.
   
4. Hosting Provider. Xeni currently utilizes Amazon Web Services to host the White Label Platform. If Xeni desires to utilize a different hosting provider, it shall provide at least thirty (30) days’ notice to Subscriber.
   
   

SCHEDULE B – WHITE LABEL TERMS OF SERVICE

Last Updated: Oct 25, 2025

Terms of Service

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Platform (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and subscriber (“Company” or “we” or “us”) concerning your use of (including any access to) the Company’s platform currently located at https://subscriber.booking.xeni.com (together with any materials and services available therein, and successor Platform(s) thereto, the “Platform”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the Platform, or otherwise made available to you by Company.

By using the Platform, you affirm that you are at least 18 years of age.

The Platform is directed to businesses. IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE PLATFORM ON BEHALF OF , OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED ( AN “ORGANIZATION ”), THEN YOU ARE AGREEING TO THIS A GREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH O RGANIZATION TO THIS A GREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.

THIS A GREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 19 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

About the Platform: We make available our proprietary travel booking engine (the “Booking Engine”) through our Platform. The Booking Engine connects travel management services, travel agencies and other similar businesses (and their respective employees, contractors, and clients) with travel products and services of third party suppliers (“Travel Suppliers”), and allows Platform users that have opened an account with us (“Users”) to create, modify and view travel itineraries and to purchase, reserve, acquire, rent or consummate, or approve the purchase, reservation, acquisition, rental or consummation of (“Reserve”), travel products or services, including, flights, accommodations, or rental cars (“Travel Bookings”) that are provided by the Travel Suppliers.

Travel Bookings made available through the Booking Engine by the Travel Suppliers are subject to the applicable Travel Supplier’s terms, conditions, rules and policies, including refund, exchange, and cancellation policies (the “Travel Supplier Policies”). Once a Travel Booking has been Reserved, we act as an intermediary between Users and Travel Suppliers. We seek to transmit the relevant details of the Travel Booking to the relevant Travel Suppliers. We do not sell, resell, lease, rent, package or otherwise offer any travel product or service. For clarity, if you use the Booking Engine to Reserve a Travel Booking, you will enter into a direct relationship with the relevant Travel Supplier(s) for the Travel Booking. You agree to abide by all Travel Supplier Policies.

The availability through the Platform of any listing, description or image of or related to any Travel Bookings does not imply our endorsement of such Travel Bookings or affiliation with the Travel Suppliers. All content and information relating to Travel Bookings displayed on the Platform, including prices, (“Travel Booking Content”) is provided by the Travel Suppliers. We are in no way responsible for the completeness, accuracy, reliability, validity or timeliness of such Travel Booking Content. Such Travel Booking Content and the availability of any Travel Booking (including the validity of any coupon or discount) are subject to change at any time without notice.WE ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF TRAVEL SUPPLIERS OR USERS. WE ARE NOT A CONTRACTING AGENT FOR OR REPRESENTATIVE OF YOU, ANY USER, OR ANY TRAVEL SUPPLIER. ANY LEGAL CLAIM YOU MAY HAVE RELATED TO TRAVEL BOOKINGS MUST BE BROUGHT AGAINST THE APPLICABLE TRAVEL SUPPLIER DIRECTLY. YOU HEREBY RELEASE US FROM ANY AND ALL CLAIMS RELATED TO THE TRAVEL BOOKINGS MADE BY YOU THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, CLAIMS RELATING TO MISREPRESENTATIONS BY TRAVEL SUPPLIERS.

1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Platform. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
   
   Your use of the Platform following any changes to this Agreement will constitute your acceptance of such changes. The “ Last Updated ” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links); charge, modify or waive any fees required to use the Platform; or offer opportunities to some or all Platform users.
   
2. Information Submitted Through the Platform. Your submission of information through the Platform is governed by Company’s Privacy Policy, located at https://www.xeni.com/privacy-notice(the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Platform is and will remain accurate and complete, and that you will maintain and update such information as needed.
   
3. Jurisdictional Issues. The Platform is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
   
4. Rules of Conduct. In connection with the Platform, you must not:
   • Post, transmit or otherwise make available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
   • Post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
   • Use the Platform for any purpose that is fraudulent or otherwise tortious or unlawful.
   • Harvest or collect information about users of the Platform.
   • Use an invalid payment method or any payment method that you have not been authorized to use for making a Travel Booking.
   • Provide inaccurate or incomplete information when Reserving a Travel Booking or Reserve a Travel Booking that you have not been authorized to Reserve.
   • Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform; or violate any requirement, procedure or policy of such servers or networks.
   • Restrict or inhibit any other person from using the Platform.
   • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized herein, without Company’s express prior written consent.
   • Reverse engineer, decompile or disassemble any portion of the Platform, except where such restriction is expressly prohibited by applicable law.
   • Remove any copyright, trademark or other proprietary rights notice from the Platform.
   • Frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Company’s express prior written consent.
   • Systematically download and store Platform content
   • Use any robot, spider, Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Platform’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
     You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Platform.
     
5. Reserving Travel Bookings. You represent and warrant that you have all the requisite power and authority to enter into and perform the obligations under this Agreement on behalf of any persons included in a Travel Booking. You must provide accurate information when making a Travel Booking; you are solely responsible for the accuracy of all information that you provide when making a Travel Booking, and we will not be responsible or liable for any inaccuracy with respect to any such information. Some Travel Suppliers may have different booking age restrictions, so you should review the appropriate Travel Supplier Policies for details. The availability of any Travel Booking is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and consummation of any Travel Booking.
   
   It is your responsibility to ensure that you meet foreign entry requirements and have obtained any necessary visas for your international travel, and that your passport will be accepted. You may be required to obtain a visa to transit a country, even if that country is not your final destination. We have no special knowledge regarding foreign entry requirements or travel documents. We urge you to review travel prohibitions, warnings, announcements, and advisories issued by the relevant governments prior to booking travel to international destinations. We are not liable if you are refused entry onto a flight or into any country due to your failure to carry the correct and adequate passport, visa, or other travel documents required by any airline, authority, or country, including countries you may just be transiting through. Travel to certain destinations may involve greater risk than others. We urge Users to review travel prohibitions, warnings, announcements and advisories issued by the United States Government prior to booking travel to international destinations.
   
   We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or from Reserving any Travel Booking, or any portion of the Platform, including by closing or disconnecting your account, at any time without notice and without reason.
   
6. Pricing; Cancellations. Because we have no control over the Travel Bookings, and because we do not verify the Travel Booking Content, it is not possible for us to guarantee the prices displayed on the Platform. Prices for Travel Bookings change constantly and additional charges (e.g., payment fees, services charges, checked-in luggage fees, local taxes, and fees) may apply, as determined in the sole discretion of Travel Suppliers. Travel Booking prices displayed on the Platform at checkout include any applicable commissions for travel agents or managers, as well as our commission.
   
   If you have any issues or disputes with respect to a Travel Booking, you agree to address and resolve these with the Travel Supplier and not with us. We have no control over Travel Supplier or any Travel Supplier Policies. If the Travel Supplier allows for refunds or credits, we will refund the credit card used for the Travel Booking or provide you with a credit for future Travel Bookings through the Platform as permitted under the applicable Travel Supplier Policies. Alternatively, the Travel Supplier may provide you with a credit toward future bookings directly with such Travel Supplier.
   
7. Transactions. We may make available the ability to purchase Travel Bookings (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. You are responsible for all disputed, declined, or fraudulent charges. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
   
   Company reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Travel Booking; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Travel Booking. You agree to pay all charges incurred by you or on your behalf through the Platform, at the prices in effect when such charges are incurred, including all fees, commissions, and service charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Travel Booking.
   
8. Registration; User Names and Passwords. You may need to register to use all or part of the Platform. In order to make a Travel Booking through the Platform, you must establish an account with us. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Platform account.
   
9. Feedback. If you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Platform or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation. You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback.
   
   You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Feedback, and your provision thereof through and in connection with the Platform, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Feedback that you may have under any applicable law under any legal theory.
   
10. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Travel Bookings before or after they appear on the Platform, or analyze your access to or use of the Platform. We may disclose information regarding your access to and use of the Platform, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
    
11. Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Platform, you may view one (1) copy of any portion of the Platform to which we provide you access under this Agreement, on any single device, solely for your personal, non- commercial use.
    
12. Company’s Proprietary Rights. We and our suppliers own the Platform, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include [SUBSCRIBER TRADEMARKS] and any associated logos. All trade names, trademarks, service marks and logos on the Platform not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
    
13. Third Party Materials; Links. Certain Platform functionality may make available access to information, products, services and other materials made available by third parties, including Travel Booking Content (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
    
    We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Materials through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
    
    YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS ( SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS ).
    
14. Promotions. Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Platform may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules, including any applicable Travel Supplier Policies, as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.
    
15. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: ( A ) THE PLATFORM AND ANY TRAVEL BOOKINGS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “ASIS,” “WHERE IS ” AND “WHERE AVAILABLE ” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; ( B ) WE DO NOT WARRANT THAT ANY INFORMATION OR CONTENT AVAILABLE ON THE PLATFORM, INCLUDING , PRICING OR OTHER TRAVEL BOOKING CONTENT, IS CORRECT , ACCURATE OR RELIABLE AND (C) C OMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLATFORM AND ANY TRAVEL BOOKINGS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON – INFRINGEMENT AND TITLE . ALL DISCLAIMERS OF ANY KIND ( INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS A GREEMENT ) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS ( INCLUDING XENI INC .), SUPPLIERS AND SERVICE PROVIDERS ( COLLECTIVELY , THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
    
    While we try to maintain the timeliness, integrity and security of the Platform, we do not guarantee that the Platform is or will remain updated, complete, correct or secure, or that access to the Platform will be uninterrupted. The Platform may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Platform. If you become aware of any such alteration, contact us at with a description of such alteration and its location on the Platform.
    
16. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: ( A ) COMPANY WILL NOT BE LIABLE FOR ( I ) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT ( INCLUDING NEGLIGENCE ), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; ( II ) ANY DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FROM ANY TRAVEL BOOKING OR THIRD PARTY MATERIALS , INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH ( III ) THE TRAVEL SERVICES RENDERED AND PRODUCTS OFFERED BY THE TRAVEL SUPPLIER ; ( IV ) ANY INACCURACIES RELATING TO THE THIRD PARTY MATERIALS ( INCLUDING TRAVEL BOOKING CONTENT ), ( V ) TRAVEL TO ANY DESTINATIONS; OR ( VI ) ANY INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES ( WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE), LOSSES, OR COSTS INCURRED OR PAID BY YOU DUE TO ANY ACTS OR OMISSIONS BY OR ATTRIBUTABLE ( WHOLLY OR PARTLY ) TO TRAVEL SUPPLIERS ( INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS); ( C ) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR RESERVATION OF TRAVEL BOOKINGS OR THIRD PARTY MATERIALS IS TO STOP USING THE PLATFORM; AND ( D ) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT , TORT ( INCLUDING NEGLIGENCE ) OR OTHERWISE , SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO C OMPANY TO USE THE P LATFORM, OR (II) FIFTY DOLLARS ($50.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND ( INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS A GREEMENT ) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS .
    
17. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Platform (including all Travel Bookings); and (b) any violation or alleged violation of this Agreement by you.
    
18. Termination. This Agreement is effective until terminated. Company may terminate or suspend your use of the Platform at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Platform will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–6, 8–10 and 12–23 shall survive any expiration or termination of this Agreement.
    
19. Seller of Travel. If Subscriber is offering travel services to Travelers residing in California, Hawaii, Florida, and Washington State, Subscriber may be required to register as a Seller of Travel and to comply with bonding and/or trust account requirements for sales to Travelers located in those jurisdictions. It is Subscriber’s responsibility to check with the applicable government authorities regarding these consumer protection laws. Xeni also strongly recommends that the Subscriber consult a local attorney and/or any governmental agency to ensure compliance.
    
20. Travel Protection. Subscriber agrees to maintain Traveler documentation on travel insurance decision. Each Traveler must have signed or digitally signed either “yes” or “no” for travel insurance and travel Waiver document. If travel insurance is not purchased and a waiver was not signed by the Traveler then Subscriber accepts full responsibility for Traveler dissatisfaction, refund requests, and damage to the reputation of Xeni.
    
21. Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY , WHETHER BASED IN CONTRACT, TORT, STATUT, FRAUD , MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. The Commercial Arbitration Rules are available online at https://www.adr.org/Rules. Any in-person appearances will be held in New York County in the State of New York. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof and any federal or state court located in New York County in the State of New York, shall have such jurisdiction.
    
22. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) may be commercially available to assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections should be available at https://en.wikipedia.org/wiki/Comparison_of_contentcontrol_software_and_providers. Please note that Company does not endorse any of the products or services listed on such Platform.
    
23. Information or Complaints. If you have a question or complaint regarding the Platform, please send an e-mail to . You may also contact us by writing to undefined, undefined, undefined, undefined. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
    
24. Export Controls.You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
    
25. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. The parties hereby designate Xeni, Inc. as a third-party beneficiary of this Agreement. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, 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. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

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