Terms And Conditions

(Last Rev. May 2017) Welcome to Upside™, brought to you by The Upside Travel Company, LLC. The Upside™-branded websites (collectively, the “Website”), applications and other products and services (collectively, the “Service” or “Services”) are provided solely to assist customers in gathering travel information, determining the availability of travel-related goods and services, making legitimate purchases of Upside™ Packages (collectively with any other products or services we may offer from time to time, “Upside™ Packages”) or otherwise transacting business with us or travel suppliers or other vendors, and for no other purposes.

The terms “we”, “us”, “our”, “Upside” and “The Upside Travel Company, LLC” refer to The Upside Travel Company, LLC, a Delaware corporation, and its subsidiaries and corporate affiliates (collectively, “Upside” or the “Upside Companies”). The terms “Traveler,” “you,” or “your” shall apply to each and any of the following: a party utilizing the Services and/or the party who purchases, or attempts to purchase, an Upside™ Package for themselves and/or others, all of whom are intended beneficiaries of these Terms and Conditions. The terms “Gift Cards” or “Gift Card program” refer to the various gift, debit or similar stored value cards, or other forms of incentives, as we may make available from time-to-time and offered to Traveler at time of booking for redemption.

ACCEPTANCE

These Terms and Conditions govern your use of the Website and your use of any Services or purchase of any Upside™ Packages. The Services are offered to you conditioned upon your acceptance without modification of all the terms, conditions, and notices set forth below (collectively, the “Terms and Conditions”, “Terms”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT LIMITATIONS OF LIABILITY AND RESOLUTION OF DISPUTES THROUGH ARBITRATION RATHER THAN IN COURT.

By accessing or using the Website or Services, purchasing an Upside™ Package and accepting these Terms and Conditions as indicated on the Website, or contacting our call center agents, you agree that the Terms and Conditions then in force shall apply, including, without limitation, the binding arbitration and waiver of jury trial provisions described in the Disputes section below. If you do not agree to the Terms and Conditions, please do not use or book any reservations through the Website or our call center agents or otherwise use the Services. Acceptance to these Terms and Conditions in connection with the purchase of an Upside™ Package will be deemed to have been given upon purchasing an Upside™ Package and by checking the “I accept the Terms & Conditions and Privacy Policy” box on the bottom of our secure online travel booking form (or similar or equivalent language and/or placement on the Website) and submitting the form electronically to us. You and we agree to conduct transactions electronically and to submit signatures via electronic means.

Upside is located at: 1602 L Street NW 2nd Floor, WASHINGTON, DC 20036. You can contact us at help@upside.com.

PRIVACY POLICY

We care about protecting your privacy. Please click here to read our current Privacy Policy, which also governs your use of the Website and is incorporated by reference into these Terms and Conditions. Our Privacy Policy is also linked at the bottom of the Website at www.upside.com.

USE OF THE WEBSITE

As a condition of your use of the Services, you represent and warrant that (i) you are at least 18 years of age; (ii) you possess the legal authority to create a binding legal obligation; (iii) you will use the Services in accordance with these Terms and Conditions; (iv) you will only use the Services to make legitimate reservations for you or for another person for whom you are legally authorized to act; (v) you will inform such other person(s) about these Terms and Conditions that apply to the reservations you have made on their behalf, including all rules and restrictions applicable thereto; (vi) all information supplied by you on the Services is true, accurate, current and complete; (vii) you will comply with all applicable law, rules and regulations relating to your use of the Services, including any relevant U.S. Federal, State or foreign tax laws and codes; (viii) you will comply with any relevant third party terms and conditions relating to hotel, airline, or other travel booked through us and any Gift Cards; and (ix) if you have an online account, you will safeguard your account information and will supervise and be completely responsible for any use of your account by you and anyone other than you. We retain the right at our sole discretion to deny access to anyone to the Services, at any time and for any reason, including, but not limited to, for violation of these Terms and Conditions.

ELIGIBILITY

The Services offered by Upside are available for purchase, except where prohibited by law, by residents of the United States while in the United States, its territories, possessions, and protectorates, who have all the requisite power and authority to enter into and perform their obligations under these Terms and Conditions.

DISPUTES (THIS SECTION DOES NOT APPLY TO RESIDENTS OF NEW JERSEY)

The Upside Companies are committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns. But if we are unsuccessful, you may pursue claims as explained in this section.

You agree to give us an opportunity to resolve any disputes or claims relating in any way to the Services, any dealings with our customer service agents, any services or products provided, any representations made by us, or our Privacy Policy (“Claims”) by contacting our Customer Service at help@upside.com. If we are not able to resolve your Claims within 60 days, you may seek relief through arbitration or in small claims court, as set forth below.

Any and all Claims will be resolved exclusively by binding arbitration held in Washington, DC, rather than in court, except you may assert Claims on an individual basis in small claims court, if they qualify. This includes any Claims you assert against us, our subsidiaries, travel suppliers, gift, debit or credit card issuers or any companies offering products or services through us (which are beneficiaries of this arbitration clause). This also includes any Claims that arose before you accepted these Terms and Conditions.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce these Terms and Conditions as a court would.

Arbitrations will be conducted by the American Arbitration Association (AAA) under its AAA Consumer Rules. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, except as provided in this section. If your total Claims seek less than $10,000, we will reimburse you for filing fees you pay to the AAA and will pay arbitrator’s fees, unless the arbitrator determines your Claims are frivolous. You may choose to have an arbitration conducted by telephone, based on written submissions, or in person in the state where you live or at another mutually agreed location. Judgment on the award rendered by the arbitrator, if any, may be entered in any court having jurisdiction thereof.

To begin an arbitration proceeding, you must comply with the applicable AAA rules. In addition, you must send a letter requesting arbitration and describing your Claims to 1602 L Street NW, Washington, DC 20036, Attn: Upside Legal Department. If we request arbitration against you, we will give you notice at the email address or street address you have provided. A party requesting arbitration must also provide a copy of the request to the AAA, at Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043 or online at www.adr.org or at any AAA office.

Any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. The Federal Arbitration Act and federal arbitration law apply to these Terms and Conditions. All other claims related to these Terms and Conditions and the relationship between You and Upside, including the construction and interpretation of these Terms and Conditions, will be governed by the laws of the District of Columbia without regard to its conflict of law provisions.

If for any reason a dispute between us and you is not subject to arbitration under this paragraph, then you and we agree to submit to the personal jurisdiction of the federal and state courts located in Washington, DC with respect to any legal proceedings that may arise in connection with, or relate to, this Dispute clause. You and we agree that the exclusive venue for any and all legal proceedings that may arise in connection with, or relate to, this Dispute clause shall be the federal and state courts located in Washington, DC and agree to irrevocably submit to the jurisdiction of any such court in any such action, suit or proceeding and hereby agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that (i) he, she or it is not subject personally to the jurisdiction of such court, (ii) the venue is improper, or (iii) this agreement or the subject matter hereof may not be enforced in or by such court.

MODIFICATION OF THESE TERMS AND CONDITIONS

These Terms and Conditions may be amended or modified by us at any time, without notice, on the understanding that such changes will not apply to Services used or Upside™ Packages purchased prior to the amendment or modification, or to Claims arising prior to such change. It is therefore essential that you consult and accept these Terms and Conditions at the time of making a booking, particularly in order to determine which provisions are in operation at that time, in case they have changed since the last time you placed an order with Upside or reviewed these Terms and Conditions. Updates to these Terms and Conditions will be denoted by the date marker at the beginning of this document.

YOUR UPSIDE™ TRAVEL PACKAGE

General Information. Our Upside™ Package is a custom product combining flights and hotel accommodations, offered for one special combined price. The terms “Service” or “Services” as used in these Terms and Conditions encompass the air transportation, accommodations, and any other travel or travel related products offered or sold as part of an Upside™ Package. “Supplier” refers to any supplier, vendor or other provider of the Services offered in an Upside™ Package. Itinerary refers to the particular travel plan for a specific trip, including schedule (dates, flight times, etc.) flight numbers, airports, routing, and specific brands of air and hotel. All bookings of Upside™ Packages are also subject to the terms and conditions of the Suppliers of the Service(s) incorporated in an Upside™ Package. By placing an order with Upside, you agree to abide by all the terms and conditions of the applicable Supplier without reservation, and to be bound by the limitations therein. Any such Supplier terms and conditions will be available to you at the time of sale, or on the website of any Supplier participating in the Gift Card program. If the Supplier’s terms and conditions are ever in conflict with these Terms and Conditions, Upside will control all issues relating to the liabilities and responsibilities of Upside.

For hotels booked via Travelscape LLC, you may view the Travelscape Affiliate Program Agreement.

When Traveler is purchasing an Upside™ Package for one or more Travelers besides themselves, agreeing to these Terms and Conditions verifies that Traveler: (1) has informed all other Travelers of these Terms and Conditions and supplied all other Travelers a copy of the same; (2) has full authority on behalf of all the persons whose names appear thereon to accept these Terms and Conditions on their behalves, including for Travelers who are not of legal age to accept these Terms and Conditions on their own behalves; (3) agrees to be responsible for any error in the accuracy of information they provide us in regards to those Travelers; and (4) warrants that the Traveler(s) also agree to be bound by these Terms and Conditions, including the limitations of liabilities and cancellation policies herein. Without this express acceptance, the processing of an order (or inquiry) submitted by you is not technically possible. Therefore, by placing an order with Upside, you (and all Travelers for which you purchase Upside™ Packages, if applicable) agree to abide by these Terms and Conditions and to be bound by the limitations herein.

Prices. Our prices are contractual tariffs. No claim by Travelers relating to the price of an Upside™ Package will be considered once the reservation is effective. All prices are quoted in US dollars (US$). Rates for Services are based on tariffs and exchange rates in effect at the time of posting and are subject to change prior to departure. Substantial changes in tariffs, exchange rates and the price of fuel, Services and labor sometimes increase the cost of Travel arrangements significantly. We reserve the right to alter prices or introduce surcharges accordingly, even if payment has been received in full. Mobile app prices are paid in full up-front unless otherwise noted. Unless otherwise stated in the description of the offer, the following amounts will NOT be included as part of one of an Upside™ Package’s advertised price (if applicable):

items of a personal nature such as incidentals, excess baggage charges, airport taxes/entrance fees, port charges, foreign government departure taxes, costs of Passports or Visas, inspection, customs, immigration and naturalization fees, travel insurance including health, accidents, lost baggage and tour cancellation, early check-in and check-out, tips and gratuities, and any other activities or items not explicitly advertised as included in the price of a Upside™ Package in its description. Payment Methods. We accept credit card payments from Visa, Mastercard, American Express, and other credit or debit cards that we identify from time to time. Issuing Travel Documents. Shortly after your booking a final travel itinerary will be available for electronic download by you.

GIFT CARD PROGRAM

Traveler has a choice at time of booking to receive credits (“Credits”) for then-available Gift Cards or lower travel prices. Credits will be deposited into a virtual account with Upside, which you can access on the Website. Subject to restrictions on redemption of credits, if any, provided to you in connection with the booking wherein you earned credits, you can redeem credits for Gift Cards from your choice of retailers, as selected from our list of participating stores. Following redemption, we will email a “virtual gift card” (consisting of a redemption code number) or physical card to you, as specified at the time of redemption. All Gift Cards are subject to the Gift Card Supplier’s terms and conditions of redemption and usage so Traveler should be aware that limitations may apply. The value of any Gift Cards may constitute taxable income to you. Please consult your tax advisor, as neither we, nor our affiliates, provide tax advice. Upside reserves the right to require any Traveler to use Credits as permitted above on no less than thirty (30) days’ written notice in writing to the Traveler. If the Traveler does not use Credits by the date specified in such notice, Upside reserves the right to issue the Traveler a Gift Card from an issuer of its discretion for a face value equal to the amount of such Credits. If you cancel an Upside™ Package and redeemed your Credits for Gift Cards prior to cancelling your travel package, then you agree to reimburse Upside for the full value of Gift Cards.

CANCELLATIONS & ALTERATIONS POLICIES

Cancellations attributable to Traveler. Except as may be specifically set forth at the time of your purchase of an Upside™ Package or as set forth below, all Upside™ Packages are non-refundable, and no refunds will be provided for cancelled, changed, or modified travel, accommodations, or Services, regardless of the reason given for said cancellation, change or modification. Subject to the terms and conditions set forth below and at time of booking, and the terms and conditions of the airlines, hotels and other vendors relevant to your Upside™ Package, Upside will use reasonable efforts to issue refunds (if any) following cancellations, changes or modifications attributable to the Traveler issued by such airline, hotel or other vendor as specified in and permitted by such terms and conditions to the credit card used to purchase the relevant Upside™ Package.

Administrative Fees for Alterations Attributable to Traveler. Any changes requested by Travelers after the Services have been confirmed, booked, and the Upside™ Package fully paid for will be subject to a variable rebooking fee per change as specified at the time you book an Upside™ Package, if the change is possible. Most post purchase changes are not possible due to our unique purchasing model. Changes are subject to availability, and could alter the price of the entire Upside™ Package in addition to our rebooking fee. Any requested change to the original Itinerary must be submitted to us in writing. This policy also applies to any available changes made or requested by Traveler while en route.

Cancellations and Alterations attributable to Upside. In the unlikely event that a major change (involving a change of departure or return date, departure city or destination) becomes necessary, we will notify you as soon as possible and will try to substitute comparable Services. In the event of complete cancellation by us, our only liability will be limited to a refund of all monies paid. We are not responsible for additional expenses or damages incurred by Travelers in preparation or anticipation of the Upside™ Package (i.e. medical expenses, insurance charges, international airfare, etc.).

California and Illinois Residents only: Upon cancellation of the any Services where the Traveler is not at fault and has not canceled in violation of any terms and conditions previously clearly and conspicuously disclosed and agreed to by the Traveler, all sums paid to the seller of travel for services not provided will be promptly paid to the Traveler, unless the Traveler advises the seller of travel in writing, after cancellation. In California, this provision does not apply where the seller of travel has remitted the payment to another registered wholesale seller of travel or a carrier, without obtaining a refund, and where the wholesaler or provider defaults in providing the agreed-upon transportation or service. In this situation, the seller of travel must provide the Traveler with a written statement accompanied by bank records establishing the disbursement of the payment, and if disbursed to a wholesale seller of travel, proof of current registration of that wholesaler.

PROHIBITED ACTIVITIES

The content and information on the Services (including, but not limited to, price and availability of travel services or Gift Cards), as well as the infrastructure used to provide such content and information, is proprietary to us or our Suppliers and providers. While you may make limited copies of your travel itinerary (and related documents) for travel or service reservations booked through the Services, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Services. Additionally, you agree not to:

(i) use the Services or their contents for any commercial purpose other than use of travel-related Services by corporate employees or affiliated persons;

(ii) use the Services in a manner that is inconsistent with or violates any travel or similar policy to which you are subject or any other policy related to your employment;

(iii) make any speculative, false, or fraudulent reservation or any reservation in anticipation of demand;

(iv) access, monitor or copy any content or information of the Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

(v) violate the restrictions in any robot exclusion headers on the Services or bypass or circumvent other measures employed to prevent or limit access to the Services;

(vi) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;

(vii) deep-link to any portion of the Services (including, without limitation, the purchase path for any travel services) for any purpose without our express written permission; or

(viii) “frame”, “mirror” or otherwise incorporate any part of the Services into any other website, mobile application, product or service without our prior written authorization.

If your booking or account shows signs of fraud, abuse or suspicious activity or non-compliance with the Terms, we may cancel any travel or service reservations associated with your name, email address or account, remove or cancel any Gift Cards associated with such travel or service reservations, and close any associated accounts. If you have conducted any fraudulent activity, we reserve the right to take any necessary legal action and you may be liable our monetary losses, including litigation costs and damages. To contest the cancellation of a booking or freezing or closure of an account, please contact our customer service department.

SUPPLIER RULES AND RESTRICTIONS

Additional terms and conditions will apply to your reservation and purchase of travel-related goods and services that you select. Please read these additional terms and conditions carefully. In particular, if you have (i) purchased an airfare or made a hotel or other travel reservation, please ensure you read the full terms and conditions of carriage or use issued by the airline, hotel or other Supplier, or (ii) received Gift Cards, please ensure you read the full terms and conditions of use issued by the provider of such Gift Card, in each case which can be found on the applicable Supplier’s website. You agree to abide by the terms and conditions of purchase or use imposed by us or any Supplier with whom you elect to deal, including, but not limited to, payment of all amounts when due and compliance with the Supplier’s rules and restrictions regarding availability and use of fares, products, or services. Airfare is only guaranteed once the purchase has been completed and the tickets have been issued. Airlines and other Suppliers may change their prices without notice, and thus our prices are subject to change without notice until booked, paid for in full and ticketed or issued. We reserve the right to cancel your booking if full payment is not received in a timely fashion.

Prices and fees for some low-cost flights originating overseas may be in another currency (e.g. EUR), for which we will provide an estimate in the default currency of your browser, or selected preferred currency (if applicable). The actual amount charged by the low-cost carrier may slightly differ due to varying exchange rates applied by different card issuers. In addition, your statement may include a conversion or transaction fee (which may be in a foreign currency) charged by your card issuer to process the transaction. We are not associated with these additional fees and will not be held liable for any fees relating to varying exchange rates and card issuer fees.

Federal law forbids the carriage of hazardous materials aboard aircraft in your luggage or on your person. A violation can result in five years’ imprisonment and penalties of $250,000 or more (49 U.S.C. 5124). Hazardous materials include explosives, compressed gases, flammable liquids and solids, oxidizers, poisons, corrosives and radioactive materials. Examples: Paints, lighter fluid, fireworks, tear gases, oxygen bottles, and radio-pharmaceuticals. There are special exceptions for small quantities (up to 70 ounces total) of medicinal and toilet articles carried in your luggage and certain smoking materials carried on your person.

Some hotel suppliers may require you to present a credit card or cash deposit upon check-in to cover additional expenses incurred during your stay. Such deposit is unrelated to any payment received by us for your hotel booking. We are not liable for any costs incurred due to relocation. You acknowledge that some third-party providers offering certain services and/or activities may require you to sign their liability waiver prior to participating in the service and/or activity they offer. You understand that any violation of any such Supplier’s rules and restrictions may result in cancellation of your reservation(s), in your being denied access to the applicable travel product or services, in your forfeiting any monies paid for such reservation(s), and/or in our debiting your account for any costs we incur as a result of such violation.

Upside may offer customers the opportunity to book a reservation for a combination of two one-way tickets instead of a roundtrip ticket. Combined one-way tickets may provide a greater choice of flights, are often cheaper and can be combined on the same airline or on different airlines. Unlike roundtrip tickets, each one-way ticket is subject to its own rules, restrictions, and fees. If one of these flights is affected by an airline change (e.g. cancellation or rescheduling) that causes a customer to make changes to the other flight, the customer will be responsible for any fees incurred for making changes to the unaffected flight.

INTERNATIONAL TRAVEL

You are responsible for ensuring that you meet foreign entry requirements and that your travel documents, such as passports and visas (transit, business, tourist, and otherwise), are in order and any other foreign entry requirements are met. We have no special knowledge regarding foreign entry requirements or travel documents. We urge customers to review travel prohibitions, warnings, announcements, and advisories issued by the relevant governments prior to booking travel to international destinations.

Passport and Visa. You must consult the relevant Embassy or Consulate for this information. Requirements may change and you should check for up-to-date information before booking and departure. It is Traveler’s responsibility to verify they have all the necessary visas, transit visas, passport, and vaccinations prior to travel. We accept no liability 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. This includes all stops made by the aircraft, even if you do not leave the aircraft or airport.

A full and valid passport is required for all persons traveling to any of the destinations outside the U.S. that we feature. You must obtain and have possession of a valid passport, all visas, permits and certificates, and vaccination certificates required for your entire trip.

Most international trips require a passport valid until at least six (6) months beyond the scheduled end of your Itinerary. Non-U.S. citizens should contact the appropriate consular office for any requirements pertaining to a tour. Further information on entry requirements can be obtained from the State Department at https://travel.state.gov/content/passports/en/passports.html or directly from the destination Country’s website.

Some countries require you to be in possession of a return ticket or exit ticket and have sufficient funds, etc. Similarly, certain countries require that the Traveler produce evidence of insurance/repatriation coverage before it will issue a visa. You must carefully observe all applicable formalities and ensure that the surnames, middle names and forenames used for all passengers when making a booking and appearing in your travel documents (booking forms, travel tickets, vouchers, etc.), correspond exactly with those appearing on your passport, visas, etc.

Health. Recommended inoculations for travel may change and you should consult your doctor or other healthcare professional for current recommendations before you depart. It is your responsibility to ensure that you meet all health entry requirements, obtain the recommended inoculations, take all recommended medication, and follow all medical advice in relation to your trip. Immunization requirements vary from country to country and even region to region. Up-to date information should be obtained from your local health department and consulate. You assume complete and full responsibility for, and hereby release us, from any duty of checking and verifying vaccination or other entry requirements of each destination, as well as all safety and security conditions of such destinations during the length of the proposed travel or extensions expected or unexpected. For State Department information about conditions abroad that may affect travel safety and security, go to https://travel.state.gov/content/passports/en/go.html. For foreign health requirements and dangers, consult the U.S. Centers for Disease Control (CDC) at http://wwwnc.cdc.gov/travel/.

It is your responsibility to ensure that you hold the correct, valid documents for the countries you are visiting and have obtained the necessary vaccinations, clearance to travel, and hold the necessary confirmations for medications required, as we cannot be held liable for any illness, delays, compensation, claims and costs resulting from your failure to meet these requirements.

WE BEAR NO RESPONSIBILITY IF YOU ARE REFUSED PASSAGE ON ANY AIRLINE, TRANSPORT OR ENTRY INTO ANY COUNTRY DUE TO THE FAILURE ON YOUR PART TO CARRY OR OBTAIN THE CORRECT DOCUMENTATION. IF FAILURE TO DO SO RESULTS IN FINES, SURCHARGES, CLAIMS, FINANCIAL DEMANDS OR OTHER FINANCIAL PENALTIES BEING IMPOSED ON US, YOU WILL BE RESPONSIBLE FOR INDEMNIFYING AND REIMBURSING US ACCORDINGLY.

Disinsection. Although not common, most countries reserve the right to disinsect aircraft if there is a perceived threat to public health, agriculture or environment. The World Health Organization and the International Civil Aviation Organization have approved the following disinsection procedures: (1) spray the aircraft cabin with an aerosolized insecticide while passengers are on board or (2) treat the aircraft’s interior surfaces with a residual insecticide while passengers are not on board. For more information, see: https://www.transportation.gov/office-policy/aviation-policy/aircraft-disinsection-requirements. BY OFFERING RESERVATIONS FOR TRAVEL PRODUCTS IN PARTICULAR INTERNATIONAL DESTINATIONS, WE DO NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH AREAS IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.

LOCAL CUSTOMS, LAWS, AND TRAVEL RISKS

Some Travelers will be traveling to foreign countries, with different customs, standards, laws and risks than those Travelers are accustomed to. Traveler understands that they must be prepared to cope with the unexpected, with local customs and shortages, with the vagaries of weather, travel and mankind in general. As such, Traveler acknowledges and accepts the risks associated with travel in a foreign country and agrees to release and hold us harmless for any such problems experienced.

All Travelers must obey the local laws and regulations of the countries they visit. We are not liable or responsible for any damages, costs and/or added expenses incurred as a result of Traveler’s failure to obey any local, provincial or federal laws.

Although most travel to participating destinations is completed without incident, travel to certain areas may involve greater risk than others. You assume sole responsibility for your own safety at any destination traveled to. We do not guarantee your safety at any time, and assume no responsibility for gathering and/or disseminating information for you relating to risks associated with your destinations.

BY OFFERING OR FACILITATING TRAVEL TO CERTAIN DESTINATIONS, WE DO NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH POINTS IS ADVISABLE OR WITHOUT RISK, AND WE SHALL NOT BE LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.

TRAVELERS WITH SPECIAL NEEDS OR DISABILITIES

If you have special needs (e.g., wheelchair accessible room, traveling with seeing eye dog, etc.) you must call all relevant Suppliers ahead of time and verify that special needs can be met. We make no guarantees as to the ability of Supplier to meet the special needs of Travelers.

INSURANCE

Should you have to cancel your travel because of illness, injury or death to you or an immediate family member, depending on the type of coverage purchased, Trip cancellation insurance may protect some or all deposits and payments for both air and tour costs. Purchasing Trip cancellation insurance at a much later date may limit some of the coverage as to pre-existing or other conditions. We strongly recommend the purchase of Trip cancellation insurance including emergency medical evacuation if traveling outside the country.

It is Traveler’s responsibility to understand the limitations of any insurance coverage and purchase additional insurance as needed. It is the Traveler’s sole responsibility to research, evaluate and purchase appropriate coverage. Traveler agrees that Trip cancellation insurance is provided by a third party Supplier and that we do not make any representations or warranties regarding such coverage, nor are we responsible for any uninsured losses.

NOTICES

Any notices required or permitted hereunder shall be given in writing as follows:

If to Upside, via certified mail, return receipt requested, to the address listed above. Notice may also be sent via email (followed by notice as provided above) to: help@upside.com, or If to Traveler, at the email or physical address provided by Traveler during the registration or booking process. Such notice shall be deemed given: if sent by electronic mail, upon confirmation of receipt provided subsequent certified mail notice is provided as specified above; or if sent by certified or registered mail, postage prepaid, three (3) days after the date of mailing.

LIMITATION OF LIABILITY (THIS SECTION DOES NOT APPLY TO RESIDENTS OF NEW JERSEY)

IN NO EVENT SHALL THE UPSIDE COMPANIES AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF OPPORTUNITY OR OTHER PECUNIARY LOSS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THE SERVICES, OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE SERVICES (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON OPINIONS APPEARING ON THE SERVICES; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS AND SERVICES OBTAINING THROUGH THE SERVICES; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THE SERVICES) EVEN IF THE UPSIDE COMPANIES AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES OR LOSSES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, TORT, NEGLIGENCE OR OTHER LEGAL THEORY. IN NO EVENT SHALL THE UPSIDE COMPANIES’ AND/OR THEIR RESPECTIVE SUPPLIERS TOTAL AGGREGATE LIABILITY TO THE TRAVELER FOR CLAIMS ARISING UNDER THESE TERMS AND CONDITIONS EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY THE TRAVELER TO UPSIDE IN RESPECT OF THE UPSIDE™ PACKAGE OR SERVICES PURCHASED, OR (B) ONE-THOUSAND DOLLARS (US$1,000.00) OR THE EQUIVAENT IN LOCAL CURRENCY.

UPSIDE IS ACTING AS AN AGENT FOR ALL SUPPLIERS OF SERVICES AND CONVEYANCES ADVERTISED AND/OR SOLD BY US. ANY AND ALL SUPPLIERS OF SERVICES AND CONVEYANCES ADVERTISED AND/OR SOLD BY UPSIDE ARE THIRD PARTY SUPPLIERS TO UPSIDE AND UPSIDE RETAINS NO OWNERSHIP INTEREST, MANAGEMENT, OR CONTROL OF THOSE THIRD PARTY SUPPLIERS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE UPSIDE COMPANIES DO NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF ANY THIRD PARTIES (INCLUDING THIRD PARTY SUPPLIERS), GOVERNMENTAL AUTHORITY, OR ACTS ATTRIBUTABLE TO YOU YOURSELF, INCLUDING, WITHOUT LIMITATION, NEGLIGENT OR RECKLESS ACTS, EVEN IF WE HAVE BEEN ADVISED THAT SUCH DAMAGES WERE POSSIBLE OR PROBABLE.

TRAVELER ACKNOWLEDGES THAT UPSIDE WOULD NOT PROVIDE THE SERVICES OF SUPPLIERS IF NOT FOR THE FOREGOING LIMITATIONS, AND THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENTS OF THESE TERMS AND CONDITIONS. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS AND CONDITIONS INURE TO THE BENEFIT OF THE UPSIDE COMPANIES AND/OR THEIR RESPECTIVE SUPPLIERS.

DISCLAIMER OF WARRANTIES (THIS SECTION DOES NOT APPLY TO RESIDENTS OF NEW JERSEY)

THE UPSIDE COMPANIES AND THEIR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THE SERVICES FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THE SERVICES DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY THE UPSIDE COMPANIES. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED ON AN “AS IS” “WHERE IS” BASIS WITHOUT WARRANTY OF ANY KIND. THE UPSIDE COMPANIES AND THEIR RESPECTIVE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THE SERVICES, ITS SERVERS OR ANY EMAIL SENT FROM THE UPSIDE COMPANIES AND/OR THEIR RESPECTIVE SUPPLIERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE UPSIDE COMPANIES AND THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR RESPONSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. Applicable law in your jurisdiction may not allow the exclusion of implied warranties, so the above exclusions may not apply to you to the extent so prohibited.

The information, software, products and services published on the Services may include inaccuracies or errors, including pricing errors. In particular, the Upside Companies do not guarantee the accuracy of, and disclaim all liability for any errors or other inaccuracies relating to the information and description of the hotel, air, and other travel products and services displayed on the Services (including, without limitation, the pricing, photographs, list of hotel amenities, general product descriptions, etc.). In addition, we expressly reserve the right to correct any pricing errors on our Services and/or pending reservations made under an incorrect price. In such event, if available, we will offer you the opportunity to keep your pending reservation at the correct price or we will cancel your reservation without penalty.

Hotel ratings (if any) displayed on the Services are intended as only general guidelines, and the Upside Companies do not guarantee the accuracy of the ratings. The Upside Companies and their respective Suppliers make no guarantees about the availability of specific products and services. The Upside Companies and their respective Suppliers may make improvements and/or changes on the Services at any time.

INDEMNIFICATION (THIS SECTION DOES NOT APPLY TO RESIDENTS OF NEW JERSEY)

You agree to defend, indemnify and hold harmless the Upside Companies and/or their respective Suppliers, and any of its or their respective officers, directors, employees and agents, from and against any and all third party claims, causes of action, demands, and associated recoveries, losses, damages, fines, expenses (including reasonable legal and other professional fees), penalties or other costs or expenses of any kind or nature, arising out of or resulting from: (a) your breach of these Terms and Conditions or the documents referenced herein;

(b) your violation of any law or the rights of a third party; or

(c) your use of the Services or purchase of any Upside™ Package.

FORCE MAJEURE

Upside shall not be responsible for failure to perform any of its obligations under these Terms and Conditions during any period in which such performance is prevented or delayed due to Force Majeure. “Force Majeure” refers to any event beyond Upside’s reasonable control, including but not limited to severe weather, fire, flood, mudslides, earthquakes, war, labor disputes, strikes, epidemics, World Health Organization’s advisories and/or alerts, Center for Disease Control’s advisories and/or alerts, U.S. State Department’s advisories and/or alerts, any order of any local, provincial or federal government authority, interruption of power Services, terrorism or any other causes beyond the control of Upside or deemed to constitute a danger to the safety and well-being of Travelers.

AIR TRANSPORT

All airline Contracts of Carriage are available for view publicly on their websites and at their office branches. Upside is not responsible for losses due to cancelled flights, seats, or changed flight itineraries. Airlines retain the right to adjust flight times and schedules at any time; schedule changes can result in an itinerary that falls outside of contractual agreements. You cannot cancel your reservation without penalty due to a change of airline, aircraft type or destination. If an airline cancels or delays a flight, you should work with the airline to ensure you arrive at your destination on or ahead of time. Upside will not provide any refund for Services missed, in part or full, due to missed, cancelled or delayed flights, or other flight irregularities including, without limitation, denied boarding whether or not you are responsible for such denial. Airline flights may be overbooked. A person denied boarding on a flight may be entitled to a compensatory payment or other benefits. The rules for denied boarding are available at all ticket counters in your Contract of Carriage. Please note that certain airfares are subject to a service fee. Should you cancel or change your air reservation before or after your departure, cancellation penalties may apply.

ACCOMMODATIONS

“Accommodations” are any lodgings in a dwelling or similar living quarters afforded to Travelers including, but not limited to, hotels, quarters in ships and charters, motels, and resorts. Upside provides the accommodations for its Trips through third-party Suppliers and retains no ownership or management interest in those Accommodations. Upside does not guarantee the location or the amenities of the Accommodations nor the performance of the third-party Suppliers. If any issues arise, please contact the owner/operators of the respective Accommodations directly. Accommodations and living standards may vary from country to country. Upside makes no guarantees about the living standards in remote locations.

You may or may not be able to select your room type and number and type of beds. Room assignments are based on hotel availability and are at the hotel’s discretion. If you have special requests (including, for example, preferences for smoking or nonsmoking rooms, a specific room, particular bedding, floor location, closeness to an elevator, connecting rooms, or pet accommodations), you must call the hotel and verify that special requests can be met after you have made your booking. Since Upside has no control over which room a hotel will assign to you, Upside cannot accommodate special requests in advance of your booking and cannot guarantee that special requests will be met.

Upon check-in, guests must present a valid ID and credit card or, in the hotel’s discretion, debit card, in their name that is consistent with the transactional details provided to Upside (the amount of available credit required will vary by hotel). Debit cards may not be accepted. All hotel reservations are guaranteed for double occupancy (one double bed or two twin beds).

If you are going to be delayed on your date of check in or find that you cannot check in to your hotel on the date you requested, you should contact the hotel to let them know. If you fail to check in to your hotel on the day of your reservation and do not alert the hotel, the remaining portion of your reservation may be canceled and you may not be entitled to a refund, depending on the terms and conditions of the applicable hotel.

MARKETING MATERIALS AND ILLUSTRATIVE PHOTOS

Upside endeavors to illustrate the Services it offers using photographs or illustrations that provide a realistic representation of the Services offered. However, please note that photographs and illustrations appearing in descriptions are for illustrative purposes only. They are binding on Upside only to the extent that they illustrate the type or standard of such Services, and are not contractual nor are they to be construed as guarantees of the conditions of the Services pictured at the time of your tour. The images of the Services on the Website and on other marketing materials are drawn from the individual Supplier websites and Upside cannot confirm the veracity of the pictures or the current status of the subjects.

RETAIL PRICE COMPARISONS

From time to time we may provide the retail price or other similar comparative price (“Retail Price”) of components of an Upside™ Package. Retail Prices represent prevailing prices offered by sources that Upside believes to be reliable, at the time they are displayed, for the same or comparable airfare and hotel components of the relevant Upside™ Package. Retail Prices are the actual prices pulled by Upside electronically from one or more sources and/or Suppliers. Because airfare and hotel prices are constantly changing, the Retail Prices displayed on our website may be different than prices that might be available to you. Retail Prices are not reflective of fares not available to the general public, such as those for corporate customers, military personnel, students, children, senior citizens, groups, and members of organizations such as AAA and AARP, as well as wholesaler and consolidator fares, convention rates, and fares purchased through coupon promotions, loyalty and other “reward” programs.

PROMOTIONS

Upside may offer promotional codes or other discounts for the purchase of Upside™ Packages. Promo code discounts vary and may have a minimum purchase requirement. We may distribute those via targeted emails, marketing materials or other means. The use of any such promotions are subject to any applicable limitations and additional terms and conditions included at the time of such offer. We reserve the right to suspend or terminate any promotion or a user’s ability to participate in the promotion for any time in our sole discretion, including if we notice any activity that we believe is abusive or fraudulent.

SMS NOTICE

If you chose to participate in any Upside alert or promotion that includes the use of text messaging (either sending or receiving), Upside will not charge you for the text messaging; however, standard message and data rates may apply according to your wireless rate plan. Contact your carrier for pricing plans and details. If you text us in error, you may text STOP to 85548, or if you have questions text HELP to 85548. You may also contact Customer Care at 1-855-252-2151 (open 24 hours a day, 7 days a week).

LINKS TO THIRD-PARTY SITES

The Services may contain hyperlinks to websites operated by parties other than Upside. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Services or other locations) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

SOFTWARE AVAILABLE VIA THE SERVICES

Any software that we make available to download from the Services (“Software”) or through your mobile application store is the copyrighted work of the Upside Companies and/or our respective Suppliers. Your use of such Software is governed by the terms of the end user license agreement, if any, which accompanies, or is included with, the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software made available for download on or in connection with the Services not accompanied by a License Agreement, we hereby grant to you, the user, a limited, personal, non-exclusive, nontransferable license to download, install and use the Software for viewing and otherwise using the Services and/or accessing the content and information available thereon (including, without limitation, price and availability of travel services) in accordance with these Terms and Conditions and for no other purpose.

Please note that all Software, including, without limitation, all HTML/XML code and Active X controls contained on the Services, is owned by the Upside Companies, and/or our respective Suppliers, and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.

If you are accessing or using the Services via a mobile device, your mobile device must be connected to the internet for the Services to function correctly. You are responsible for making all arrangements necessary for your device to have internet connectivity and are responsible for all sums your service provider may charge you arising out of the Services transmitting and receiving data (including but not limited to data roaming charges). As further described in Upside’s Privacy Policy, the Services will automatically transfer a small amount of data as part of its normal operation, including how you use the Services, which content you access, and technical errors or problems which the Services may encounter while being used by you. By using the Services, you acknowledge, agree and consent to the automatic collection of this information. Additional information regarding our policies and practices with respect to your information can be found in our Privacy Policy available here.

BANK AND CREDIT CARD FEES

Some banks and credit card companies impose fees for international transactions. If you are making a booking from outside of the United States on a U.S. credit card, your bank may convert the payment amount to your local currency and charge you a conversion fee. This means that the amount listed on your credit or bank card statement may be in your local currency and therefore may be a different figure than the figure shown on the billing summary page for the reservation booked on the Services. In addition, a foreign transaction fee may be assessed if the bank that issued your credit card is located outside of the United States. Booking international travel may be considered to be an international transaction by the bank or card company, since we may pass on your payment to an international travel supplier. The currency exchange rate and foreign transaction fee is determined solely by your bank on the day that they process the transaction. If you have any questions about these fees or the exchange rate applied to your booking, please contact your bank.

REVIEWS, COMMENTS, PHOTOS AND OTHER SUBMISSIONS

We appreciate hearing from you. We may also offer the ability to post reviews, comments and other items to the Website. Please be aware that by submitting content by electronic mail, postings on the Services or otherwise, including any hotel reviews, photos, videos, questions, comments, suggestions, ideas or the like contained in any submissions (collectively, “Submissions”), you grant Upside and the affiliated, co-branded and/or linked website partners through whom we provide service (collectively, the “Upside Affiliates”), a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to: (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You also acknowledge that we may choose to provide attribution of your comments or reviews (for example, by listing your name and hometown on a hotel review that you submit) at our discretion, and that such Submissions may be shared with our Suppliers. You further grant Upside the right to pursue at law any person or entity that violates your or Upside’s rights in the Submissions by a breach of these Terms and Conditions. You acknowledge and agree that Submissions are non-confidential and non-proprietary. You expressly waive any and all “moral rights” (including rights of attribution or integrity) that may subsist in your Submissions and agree that you have no objection to the publication, use, modification, deletion or exploitation of your Submissions by us, our Affiliates or any of our partners or licensees. We take no responsibility and assume no liability for any Submissions posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Services. If you do not agree to these Terms and Conditions, please do not provide us with any Submissions. We shall have the right (but not the obligation) to monitor and review Submissions and any other information transmitted or received through the Services and to censor, edit, remove or prohibit the transmission or receipt of any information or Submissions (in whole or in part) that we deem inappropriate or in violation of these Terms and Conditions. During monitoring, the Submissions may be examined, recorded or copied, and your use of the Services constitutes your consent to such monitoring and review.

You are fully responsible for the content of your Submissions (including, but not limited to, reviews posted to the Services). You are prohibited from posting or transmitting to or from the Services: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; and (iv) any material or content that contains a virus, bug or other harmful item. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Services. You acknowledge that we may exercise our rights (e.g. use, publish, delete) to any content you submit without notice to you. If you submit more than one review for the same hotel, only your most recent submission is eligible for use.

From time to time we may offer customers incentives to leave reviews (e.g. discount coupon/entry into prize drawings, etc.). As it is important to us that reviews are impartial and honest, we make these incentives available to customers regardless of whether the review is positive or negative.

All photos submitted are subject to our Photo Submission Guidelines below. We claim no ownership, affiliation with, or endorsement of any photos that are submitted by end users through our sites.

Our policies with respect to claims by third parties that the content of the Services, including the content of any Submissions, infringes the copyrights owned by said third party can be found in the “Copyright Complaints; Repeat Infringer Policy” section below.

PHOTO SUBMISSION GUIDELINES

Any photos you submit must be:

On topic. All photos must be relevant to accommodation, restaurant, location, or general travel experiences.

Community/family friendly. Do not submit any photos or materials that are illegal, obscene, pornographic, profane, vulgar, offensive or insulting. Do not submit photos or materials that invade the privacy or violate any personal right of any person or entity. Do not submit photos or information about children or any third parties without their consent (or their parent’s consent in the case of a child under 13 years of age), subject to applicable law in the relevant local jurisdiction.

Original. You may only submit your own photos. Do not submit photos from any other source (personal or commercial). Do not submit photos that infringe the copyright, trademark, or other property right of any third party. Non-commercial. Do not submit photos that include logos, branding, promotional material, or any other content intended for commercial purposes. Devoid of harmful files. Do not submit photos that contain viruses or other harmful code that is either intended or may result in damage to the computers and systems of Upside and our users.

COPYRIGHT AND TRADEMARK NOTICES

Unless otherwise indicated by us, the Services and all content and other materials therein, including, without limitation, “Upside™”, all logos, designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary intellectual property of The Upside Travel Company, LLC or its affiliates, and are protected by U.S. and international copyright, trademark and other intellectual property laws. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. We are not responsible for content on websites operated by other parties.

If you are aware of an infringement of our brand, please let us know by emailing us at legal@upside.com. We only address messages concerning brand infringement at this email address.

You are hereby granted a limited, nonexclusive, non-sublicensable right to access and use the Services and Content; however, such right is subject to these Terms and Conditions and does not include (a) any resale or commercial use of the Services or the Content therein; (b) the collection and use of any product or service listings, pictures or descriptions; (c) the distribution, public performance or public display of any Content; (d) modifying or otherwise making any derivative uses of the Services or the Content, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Services, the Content or any information contained therein, except as expressly permitted on the Services; or (g) any use of the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the rights granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein or otherwise by us, nothing in these Terms and Conditions shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The rights granted to you under these Terms and Conditions with respect to the Content and access to the Services are revocable at any time, with or without notice.

COPYRIGHT COMPLAINTS; REPEAT INFRINGER POLICY

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances and in our sole discretion, the account of users who are deemed to be repeat infringers. We may also, in our sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that an account holder or subscriber is a repeat infringer, please provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer when filing your notice.

If you believe that anything on the Services infringes any copyright which you own or control, you may file a notification of such infringement with our designated agent as set forth below:

The Upside Travel Company, LLC

1602 L Street NW

Washington, DC 20036

Attn: Upside Legal Department

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our reliance upon such misrepresentation

Notices and counter-notices with respect to the Services should be sent to us by email at legal@upside.com for the fastest resolution.You may also send us your notice using the contact information above.

We will review and address all notices that comply with the requirements above. If we remove or disable access in response to such a notice, we may notify the owner or administrator of the affected site or content so that he or she can make a counter notification.

We suggest that you seek legal counsel before filing a notice. Any misrepresentations in your notice regarding whether content or activity is infringing may expose you to liability for damages (including costs and attorneys’ fees).

PATENT NOTICES

One or more patents owned by the Upside Companies may apply to the Services and to the features and services accessible via the Services. Portions of the Services operate under license of one or more patents. Other patents are pending.

ASSIGNMENT

Traveler may not assign its rights or obligations hereunder without our prior written consent.

SEVERABILITY AND SURVIVABILITY

If any provision, or portion of a provision, in these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. Traveler and we agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision.

Notwithstanding any other provisions of these Terms and Conditions, or any general legal principles to the contrary, any provision of these Terms and Conditions that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms and Conditions.

ENTIRE AGREEMENT, WAIVER, ETC.

These Terms and Conditions constitute the entire understanding and agreement of the parties with respect to the subject matter covered by them, and supersede all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. No terms contained on any proposal, acknowledgment, or other document will be effective with respect to affecting the terms hereof. No delay or failure by either party to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof of such party’s rights thereafter to exercise or enforce each and every right and provision hereof. No single waiver will constitute a continuing or subsequent waiver. Upside does not guarantee it will take action against all breaches of these Terms and Conditions. No waiver, modification or amendment of any provision hereof will be effective unless it is in a writing signed by both the parties.

GENERAL

Use of mapping available on the Services is governed by the Mapbox Terms of Use and Privacy Policy. Mapbox reserves the right to change their Terms of Use and Privacy Statements at any time, at their sole discretion. Please click below for additional information:

https://www.mapbox.com/tos/

https://www.mapbox.com/privacy/

These Terms and Conditions are governed by the Federal Arbitration Act, federal arbitration law, and for reservations made by U.S. residents, the laws of the state in which your billing address is located, without regard to principles of conflicts of laws. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including, without limitation, this paragraph.

You agree that no joint venture, partnership, or employment relationship exists between you and the Upside Companies as a result of these Terms and Conditions or use of the Services.

Our performance of these Terms and Conditions is subject to existing laws and legal process, and nothing contained in these Terms and Conditions limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Services or the information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial, arbitration, or other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Fictitious names of companies, products, people, characters, and/or data mentioned on the Services are not intended to represent any real individual, company, product, or event.

Any rights not expressly granted herein are reserved.

SELLER OF TRAVEL DISCLOSURES

California: CST #2125640. Registration as a seller of travel does not constitute approval by the State of California. This business is not a participant in the California Travel Consumer Restitution Corporation. California Law requires certain sellers of travel to have a trust account or bond. This business has a bond.

Iowa: TAR #1297.

Washington: UBI #603595087.

Florida: ST #40365.

SERVICE HELP

For quick answers to your questions or ways to contact us, visit our Customer Service at www.upside.com or email us at help@upside.com. Or, you can write to us at:

The Upside Travel Company, LLC

1602 L Street NW

Washington, DC 20036

Attn: Customer Service

© 2016 – 2017 The Upside Travel Company, LLC. All rights reserved.