Terms of Service
Travel Agencies & Advisors

Last modified: April 8, 2021

BY ACCESSING AND USING THE SERVICES (AS DEFINED BELOW) IN ANY MANNER, YOU (“CLIENT“) ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE (THIS “AGREEMENT”). IF YOU DO NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

Wherever used in this Agreement, “you”, “your”, “Client” and similar terms mean the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement.              

WHEREAS, Approach Guides has developed a software as a service (SaaS) platform (the “Platform”) for managing and delivering destination-specific curated multimedia content (the “Content”) — a dynamic collection of resources, continually being monitored, revised, added to and optimized — and makes it available under the Approach Guides and Trip Reads names and logos.

WHEREAS, Client desires to make available to its guests said Content.

NOW, THEREFORE in consideration of the promises and the mutual covenants contained herein it is mutually agreed by and between the respective parties as follows:

  1. The Content
    1. Approach Guides will make available the Content to Client (for Client to in turn make available to its guests through its digital channels) based on the terms of the license set out below.
    2.  The Content will be made available to Client through the Approach Guides Platform.
    3. Using the Platform, Client will determine what Content shall be made available to Client’s guests.
  2. Subscription Terms In consideration of the services provided by Approach Guides as described herein, Client agrees to the following subscription terms.
    1. Annual contract, prepaid Service begins as soon as Client’s payment is processed. Client will be charged the annual rate stated at the time of purchase as one lump sum, plus applicable taxes. Client’s contract will renew automatically, on the annual renewal date, until canceled. Renewal rates are subject to change, but Client will be notified of any change in rate with the option to cancel in accordance with these terms. Should Client cancel at any time, Client’s payment is non-refundable and the service will continue until the end of the contracted term. Cancellations can be made any time by contacting Customer Support.
    2. Annual contract, paid monthly Service begins as soon as Client’s initial payment is processed. Client will be charged the monthly rate stated at the time of purchase, plus applicable taxes, every month for the duration of the annual contract. Client’s contract will renew automatically, on the annual renewal date, until canceled. Renewal rates are subject to change, but Client will be notified of any change in rate with the option to cancel in accordance with these terms. Should Client cancel at any time, Client will be charged 100% of the remaining contract obligation and the service will continue until the end of the contracted term. Cancellations can be made any time by contacting Customer Support.
    3. Month-to-month contract Service begins as soon as Client’s initial payment is processed. Client will be charged the monthly rate stated at the time of purchase, plus applicable taxes, every month. Client’s subscription will continue without renewal notice until canceled. Should Client cancel at any time, Client’s payment is non-refundable and the service will continue until the end of that month’s billing period. Because there is no annual contract, Client’s monthly rate is subject to change, but Client will be notified of any change in monthly rate with the option to cancel in accordance with these terms. Cancellations can be made any time by contacting Customer Support.
  3. Termination
    1. Termination Either Party (the “Terminating Party”) may terminate this Agreement immediately in the event: (a) the other Party becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors, (b) the other Party is dissolved or liquidated, or (c) the other Party breaches a material term of the Agreement, and such breach is not cured within thirty (30) days of the Terminating Party providing written notice of said material breach to the breaching Party.
    2. Post-Termination Except as otherwise expressly stated herein, following expiration or termination of this Agreement by either Party in accordance with the terms hereof, all obligations of both Client and Approach Guides, and provisions of this Agreement (including, without limitation, payment obligations for amounts owed as at the date of expiration or termination by either Party, any obligations of indemnity and all provisions relating to disclaimers, limitations of liability, confidentiality and Personal Data) which expressly or by their nature survive expiration or termination of this Agreement shall continue in full force and effect in accordance with their respective terms subsequent to and notwithstanding such expiration or termination, and until they are satisfied or by their nature expire.
  4. Licenses
    1. For the Term, Approach Guides grants Client a non-exclusive, personal, non-sublicensable and non-transferable license (the “License”) to use Approach Guides’ Platform as described herein for the sole purpose of making the Content available to Client’s guests (through the digital communications channels described below).
    2. Client understands that the Content is licensed on an individual-advisor basis. Accordingly, use of the Content by more than one travel advisor per individual license is prohibited.
    3. Client agrees to share the Content exclusively by way of the auto-generated landing pages provided by Approach Guides, with the name and contact information for each advisor included at the top of the page.
    4. Client agrees to share the Content exclusively in one-to-one communications originating via email, mobile messaging and itineraries. This license prohibits use in one-to-many communications such as Client’s websites, applications (web or mobile), social media accounts or email marketing campaigns; such use requires an incremental license and a separate Agreement.
    5. Nothing in this Agreement shall give Client (or its guests) any Intellectual Property (other than the limited License set out herein) in any of the Content, Platform or any of Approach Guides’ Intellectual Property, and Client hereby acknowledge and agree that all such Intellectual Property shall remain vested in Approach Guides or its licensors. “Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Any license or rights not expressly granted to Client are reserved to Approach Guides.
    6. Approach Guides may publicly discuss the existence of this Agreement (albeit without disclosing the specific terms) and use Client’s company name and logo for any of Approach Guides’ client lists, marketing materials and websites. This license shall survive the termination of this Agreement (but only to refer to events during the Term, e.g., a “former Client”).
    7. For the sake of clarity, Client shall not: (a) redistribute (other than to its guests), resell or otherwise make the Content available to third parties other than through the landing pages generated by Platform; (b) copy or store offline any or all of the Content; (c) attempt to gain unauthorized access to any items not licensed to Client hereunder. Doing any of the above shall be deemed to be a material breach of this Agreement and shall give Approach Guides the right to terminate this Agreement with immediate effect.
  5. Confidentiality
    1. Confidential Information Each Party may disclose to the other certain confidential technical, financial and business information that the disclosing Party desires the receiving Party to treat as confidential. “Confidential Information” means any information disclosed by either Party to the other Party (including without limitation any disclosures made during evaluation of the business relationship which is the subject of this Agreement if not governed by a separate confidentiality or non-disclosure agreement), either directly or indirectly, in writing, orally or by inspection of tangible objects. By way of example and not limitation, Confidential Information includes documents, electronic files, prototypes, software, financial and other business information, customer lists, research and development, business activities and plans, products, services, employee lists and turnover and technical knowledge, whether such information is owned by a disclosing Party or any affiliate or third party. Confidential Information shall not, however, include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party, (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party, (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party and not governed by a separate confidentiality or non-disclosure agreement, as shown by the receiving Party’s files and records immediately prior to the time of disclosure, (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality, or (e) is required by a judicial or regulatory order or subpoena to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and reasonably cooperates with the disclosing Party’s efforts to legally challenge the requirement, restrict the scope of required disclosure, or protect the information from public disclosure. The obligations of each receiving Party with respect to disclosing Party’s Confidential Information hereunder shall survive until such time as all Confidential Information of the disclosing Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving Party.
    2. Non-use and Non-disclosure; Maintenance of Confidentiality Each Party agrees not to use any Confidential Information of the other Party for any purpose except to fulfill its obligations under this Agreement and any additional definitive commercial agreement the Parties may later enter into. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except to those employees, consultants and advisors of the receiving Party who are required to have the information for an allowable purpose set forth in this Section. Except to the limited extent as is permitted by law notwithstanding contractual prohibition, neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees, consultants, and advisors who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content substantially similar to the provisions of this Section or are otherwise subject to substantially similar, legally enforceable confidentiality obligations, prior to any disclosure of Confidential Information to such employees, consultants, or advisors. Neither Party shall make any copies of the Confidential Information of the other Party except as necessary for the purposes set forth in this Section.
    3. Other Terms ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”, UNLESS OTHERWISE PROVIDED BY THIS AGREEMENT. All documents and other tangible objects and electronic files containing or representing Confidential Information which have been disclosed by either Party to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the property of the disclosing Party and, except to the extent necessary to fulfill the receiving Party’s other obligations to the disclosing Party, shall be promptly returned to the disclosing Party on request or termination of this Agreement. No rights in or to the Confidential Information are granted except as expressly set forth in this Agreement. The obligations of each receiving Party with respect to disclosing Party’s Confidential Information hereunder shall survive until such time as all Confidential Information of the disclosing Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving Party. Each Party agrees that any violation or threatened violation of confidentiality obligations by a Party may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to available legal remedies. To the extent any term of this Section conflicts with another provision of this Agreement pertaining to customer information or other terms governing specific information or data, the latter shall prevail.
  6. Warranties, Indemnity and Remedies
    1. Representations, Warranties and Acknowledgements Each Party represents and warrants that now and throughout the Term: (a) to the best of its knowledge, use of the services in the manner contemplated by this Agreement will not knowingly breach any agreement applicable to it; and (b) it shall comply with all applicable laws. Other than the Warranties set forth herein, neither party makes any warranty. For the sake of clarity and not to limit the foregoing, while Approach Guides endeavors to source only the best content, Approach Guides does not make or give any representation or warranty as to the accuracy or completeness, correctness, reliability, integrity, quality, fitness for purpose or originality of any of the Content and to the fullest extent permitted by the law, all implied warranties, conditions or other terms of any kind are hereby excluded. Further, Approach Guides accepts no liability for any loss or damage of any kind incurred as a result of Client or anyone else using the Content.
    2. Indemnity Each Party will indemnify, defend and hold the other Party harmless from and against any and all claims, damages, losses, or expenses (including without limitation reasonable attorneys’ fees incurred) arising out of any claim by a third party relating to the indemnifying Party’s material breach of any of its obligations, representations or warranties set out above in this Agreement.
    3. LIMITATIONS OF LIABILITY NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S LIABILITY TO THE OTHER FOR ALL DAMAGES AND INDEMNITY OF ANY KIND ARISING UNDER OR RELATING TO THIS AGREEMENT (A) IS LIMITED SOLELY TO DIRECT DAMAGES AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, SUCH AS, FOR EXAMPLE, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES, OR OTHER SIMILAR DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IS CAPPED SUCH THAT THE CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO APPROACH GUIDES UNDER THIS AGREEMENT FOR THE THEN CURRENT TERM’S ANNUAL LICENSE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND ELSEWHERE IN THIS AGREEMENT SHALL BE ENFORCED AS WRITTEN, BUT OTHERWISE TO THE MAXIMUM EXTENT ALLOWABLE BY LAW.
  7. General Provisions
    1. Entire Agreement This Agreement sets forth the entire business understanding between Approach Guides and Client with respect to the subject matter of this Agreement, and supersedes and replaces all previous discussions, negotiations, and agreements, whether oral or written.
    2. Nature of Relationship The relationship between Approach Guides and Client shall be strictly that of independent contractors, and neither Approach Guides nor Client shall be, or be deemed to be agents, parties to a joint venture, or partners of one another.
    3. Outsourcing Client agrees that Approach Guides shall be entitled to perform certain services outlined in this Agreement directly or indirectly through third-party entities, provided Approach Guides will remain fully liable for the performance of said third party entities.
    4. Severability In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect.
    5. Assignment Neither Party may assign this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, at its sole option, assign this Agreement and all rights and obligations under it to any business entity that succeeds to all or substantially all of its shares or relevant assets by merger, purchase, sale, operation of law or otherwise, without the other Party’s prior consent. Subject to the foregoing restriction, this Agreement shall be binding on, inure to the benefit of, and be enforceable against both Approach Guides and Client, and their respective successors and assigns.
    6. Force Majeure Neither Approach Guides nor Client will be liable, or deemed to be in default of this Agreement, for any delay or failure in performance or non-performance of any aspect of this Agreement (excluding payment obligations) or any interruption of service, resulting directly or indirectly from acts of God, acts of public enemy, war whether declared or undeclared, terrorism, computer hacking incident or cyber-attack, accidents, fires, electrical failures, equipment failures or unavailability, Internet, telephone or postal delays, explosions, earthquakes, the elements, strikes, lock-outs, labor disputes, pandemics, civil unrest, governmental orders or regulations (including without limitation, closure orders and stay-at-home orders), shortages of parts, labor or transportation, labor or transportation, or any other cause beyond the reasonable control of Approach Guides or Client (or their respective third party vendors essential to performance of this Agreement), as the case may be, so long as the Party failing to perform as a result of any such cause beyond its reasonable control, (a) notifies the other Party in writing as soon as it becomes aware of the fact and nature of the delay and (b) if the opportunity exists, the other Party will establish and implement a work-around plan for the delay which minimizes disruptions to the other Party resulting from the delay or failure to perform.
    7. Governing Law The laws of Delaware, excluding its conflicts-of-law rules, shall govern this Agreement. The Parties hereby agree and consent to the exclusive jurisdiction and venue of the state and/or federal courts situated in the State of Delaware in any action arising out of or relating to this Agreement, and hereby submit to the personal jurisdiction of such courts.