SaaS Licensing Terms

These SaaS Licensing Terms ("Licensing Terms") set out the standard terms on which TripZen DWC-LLC ("Trip Zen", "we" or "us") provides subscription access to the Trip Zen platform, including its cloud-based booking technology, modules, APIs, integrations and related services (the "Service"), to businesses that sign an order form or licensing agreement with Trip Zen (each a "Customer" or "you").

TripZen DWC-LLC is a limited liability company registered in the Dubai South Free Zone, Dubai, United Arab Emirates (registration number 12624) and licensed by the Dubai Aviation City Corporation (commercial license number 13659). Its registered office is at Business Centre, Floor 3, Building A3, Business Park, Dubai South, Dubai, United Arab Emirates.

The Service is provided for business use only and is not offered to consumers.

Order of precedence

Your contract with Trip Zen is made up of the documents below. If they conflict, the document listed first prevails:

1. Your signed licensing agreement, master services agreement or order form with Trip Zen, including any data processing terms, service descriptions or schedules attached to it (your "Agreement").
2. These Licensing Terms.
3. The Acceptable Use Policy.
4. Plan descriptions and product documentation that Trip Zen makes available to you.

Pricing and plan information on the Trip Zen website is indicative and forms part of your contract only if it is included in your Agreement. Terms in your purchase orders or similar documents do not apply, even if Trip Zen accepts or acknowledges them.

Subject to your Agreement, these Licensing Terms and payment of the applicable fees, Trip Zen grants you a limited, non-exclusive, non-transferable and non-sublicensable right, during your subscription term, to access and use the Service for your business operations, including offering travel products to your own customers, within the plan, modules, users and limits stated in your Agreement.

The Service is licensed, not sold. You receive a right to use the software and platform, not ownership of the software, its source code or the underlying infrastructure. Trip Zen hosts and operates the Service. Any tools, client libraries or configuration files we provide for use with the Service are licensed on these same terms.

Where your Agreement permits, your affiliates and contractors may use the Service on your behalf, provided they use it only for your benefit. You remain responsible for their compliance with these Licensing Terms.

All rights not expressly granted to you are reserved by Trip Zen.

The Service is offered on subscription plans. Your plan, included modules, number of users, travel product categories and limits are set out in your Agreement. Depending on what is agreed, your subscription may be:

• Monthly: billed in advance each month.
• Quarterly: billed in advance each quarter.
• Annual: billed in advance for each year, where agreed.
• Enterprise or custom: an individually negotiated agreement covering scope, pricing, invoicing schedule, infrastructure options and support.

Unless your Agreement states otherwise, fees are invoiced in advance for each billing period, are payable by the due date shown on the invoice, and are charged in US dollars (USD) or the currency stated in your Agreement.

Deposit. Plans with a published monthly price, such as Starter and Professional, require a deposit equal to three months of the plan's monthly subscription fee. The deposit is payable upfront, before monthly billing begins. How the deposit is held, applied or returned is set out in your Agreement. Enterprise and custom agreements set their own deposit terms.

Subscription fees are based on the plan and quantities you subscribe to, not on actual use, and are non-refundable except where these Licensing Terms, your Agreement or applicable law provide otherwise. Users, modules, products or capabilities added during a term may be charged pro rata for the rest of that term.

If you dispute an invoice in good faith, tell us before the due date and pay any undisputed amount on time, and both parties will work to resolve the dispute promptly. If an undisputed amount remains overdue after we have notified you, Trip Zen may suspend the Service as described in Suspension and termination.

Depending on your plan and Agreement, the following fees may apply in addition to your subscription fee:

• Transaction fees: a fixed fee per successful booking, or a percentage-based technology or service fee, as stated in your Agreement.
• API and integration fees: one-time setup fees, recurring fees or both, for custom integrations, additional supplier connections or advanced API access.
• White-label fees: fees for white-label deployments, such as custom branding, domains and branded customer communications.
• Enterprise licensing: individually negotiated pricing that reflects factors such as users, booking volume, infrastructure, integrations, support requirements and geographic coverage.
• Additional services: fees for onboarding, configuration, training or custom workflows, where you request them and they are agreed in writing.

The price of travel products, including the rates, commissions and charges set by suppliers, is separate from Trip Zen's fees and is governed by your arrangements with those suppliers, unless your Agreement states otherwise.

Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, duties and levies, such as goods and services tax (GST), value added tax or withholding tax, other than taxes on Trip Zen's net income. Where Trip Zen is required to collect a tax, it will appear on the invoice.

If the law requires you to withhold tax from a payment, you will provide the corresponding withholding tax certificates promptly so Trip Zen can claim credit for the amount withheld, unless your Agreement provides for a different arrangement.

Unless your Agreement states otherwise, each subscription renews automatically at the end of its term for a renewal term of the same length. For example, monthly subscriptions renew monthly and annual subscriptions renew annually.

• Stopping renewal: either party may stop a subscription from renewing by giving written notice within the notice period stated in your Agreement or, if none is stated, before the current term ends.
• Renewal pricing: fees for a renewal term may change. Trip Zen will notify you of any increase before the renewal term begins, and the new fees apply from the start of that term.
• Cancelling during a term: cancellation stops future renewals. It does not end the current term early or entitle you to a refund of fees already paid, unless your Agreement or applicable law provides otherwise.
• Upgrades: you may upgrade your plan or add capabilities at any time. Upgrades normally take effect once confirmed and are charged pro rata.
• Downgrades: downgrades take effect at the start of the next renewal term and may reduce the features, limits, users or configurations available to you.

• Authorized users: only your employees and contractors whom you authorize ("Authorized Users") may use the Service, up to the number of users in your plan. User accounts are for named individuals and may not be shared.
• Administration: your administrators can create and disable user accounts and assign roles and permissions. You are responsible for granting access appropriately and removing it promptly when it is no longer needed.
• Credentials: you must keep passwords, API keys and other credentials confidential and secure, use the security features the Service provides, and tell Trip Zen promptly about any suspected unauthorized access.
• Responsibility for activity: you are responsible for all activity under your accounts and credentials, and for your Authorized Users complying with these Licensing Terms and the Acceptable Use Policy.
• Accurate information: you must provide accurate account, billing and business information and keep it up to date.
• Your customers: the travelers and businesses that buy travel products from you are your customers, not Trip Zen's. You are responsible for your relationship with them, including your terms of sale, pricing, customer service, refunds and legally required disclosures.

Your plan may include limits on users, bookings, transactions, API requests, enabled travel products, supplier connections, storage, environments or geographic coverage. These limits are stated in your Agreement or plan description.

You must not, and must not allow anyone else to:

• Resell, sublicense, rent, lease or otherwise provide the Service to third parties as a technology offering, except for white-label or reseller use expressly permitted in your Agreement.
• Copy, modify, create derivative works of, decompile, disassemble or reverse engineer the Service, except to the extent applicable law expressly permits this despite this restriction.
• Use the Service to build a competing product, or publish benchmarks of the Service without Trip Zen's written consent.
• Circumvent usage limits, rate limits, access controls or security measures, or access the Service by automated means other than the APIs and methods Trip Zen provides.
• Use the Service in breach of the Acceptable Use Policy or applicable law.

Fair use

Where your plan does not set a specific limit, your use must stay within what is reasonable for a business of your size on your plan, and must not degrade the performance or security of the Service for other customers.

If your use consistently exceeds your limits or fair use, Trip Zen will contact you to discuss options, such as moving to a more suitable plan or agreeing additional fees. Trip Zen may apply temporary technical measures, such as rate limiting, where needed to protect the Service.

Trip Zen operates the Service on cloud infrastructure and uses commercially reasonable efforts to keep it available, secure and performing well. Any specific availability commitment or service level, and any remedy for missing it, applies only if it is set out in your Agreement.

• Maintenance: Trip Zen carries out planned maintenance to update and improve the Service. Where planned maintenance is expected to cause material disruption, we aim to schedule it at times of lower use and to give advance notice. Emergency maintenance may happen without notice when needed to protect the Service or its users.
• Updates: the Service is updated centrally, and features may be added, changed or retired. Trip Zen will not materially reduce the core functionality of your subscribed plan during your current term, except where required by law, security needs or changes made by a supplier.
• Support: support channels, hours and response priorities depend on your plan, for example standard, priority or enterprise support, as described in your Agreement.
• Supplier systems: the availability, content, pricing and confirmation of travel products depend on suppliers and their systems, which Trip Zen does not control.
• Events beyond reasonable control: neither party is liable for delays or failures caused by events beyond its reasonable control, such as failures of internet or hosting providers, supplier outages, cyberattacks, natural disasters or government action. This does not excuse payment obligations.

"Customer Data" means the data and content that you or your Authorized Users submit to or create in the Service, including your business information, product and pricing configurations, customer and traveler records, booking records and branding materials.

• You own your Customer Data. As between you and Trip Zen, you keep all rights in your Customer Data, customer-provided content and branding, subject to the rights of third parties, such as suppliers, in content they provide.
• Trip Zen's limited use: you grant Trip Zen a non-exclusive right to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Service, to prevent abuse, as required by law or as your Agreement permits.
• Aggregated data: Trip Zen may create and use aggregated or de-identified information derived from use of the Service, such as performance and usage statistics, to operate and improve the Service, provided it does not identify you, your users or any individual.
• Personal data: for personal data within Customer Data, you act as the controller (or data fiduciary) and Trip Zen acts as your processor, handling it on your documented instructions. The data processing terms in your Agreement apply, including terms on security, sub-processors, breach notification, international transfers and assistance with individuals' rights requests.
• Your responsibilities: you are responsible for the accuracy, quality and lawfulness of Customer Data, and for having the notices, consents and legal grounds needed to process it through the Service and share it with suppliers.
• Export and deletion: on request during your subscription, and for the period after termination set out in your Agreement, Trip Zen will make your Customer Data available for export in a commonly used format. After that period, Trip Zen deletes or anonymizes Customer Data, except where the law requires it to be kept.

Trip Zen maintains technical and organizational measures designed to protect Customer Data. The principles behind them are described on our Security page, and specific commitments are set out in your Agreement.

Trip Zen's technology is proprietary. Excluding Customer Data, Trip Zen and its licensors own all rights, title and interest, including all intellectual property rights, in:

• The Service, its software and source code.
• The platform architecture and infrastructure.
• APIs developed by Trip Zen and their specifications.
• User interface and user experience components, including layouts and design elements.
• Documentation, training materials and other materials Trip Zen provides.
• Proprietary technology and know-how, and all updates, enhancements and derivative works of any of the above.

Nothing in these Licensing Terms transfers ownership of any of these to you. Your Customer Data, customer-provided content and branding remain yours, as described in Customer data and ownership.

If you or your users share suggestions or feedback about the Service, Trip Zen may use them freely and without obligation to you. You must not remove or alter proprietary notices in the Service, or use Trip Zen trademarks except as your Agreement permits.

Trip Zen will not name you as a customer in its marketing without your prior written consent.

Where your plan or Agreement includes white-label capabilities, you may present parts of the Service to your customers under your own brand. Depending on your plan, this can include your logo, colors, domain, email branding, voucher branding, customer-facing pages and product presentation.

• Your brand assets: you must own or have the right to use every logo, domain and piece of content you configure, and you grant Trip Zen a license to use them solely to provide the white-label Service to you.
• Your customer relationship: you are the business presenting and selling travel products to your customers. You are responsible for your customer-facing terms, privacy notices, pricing, taxes, disclosures and support.
• Accurate presentation: white-labeling changes how the Service is presented, not who supplies travel products. You must not misrepresent suppliers or the terms that apply to their products, or imply that Trip Zen supplies them.
• Domains and email: where you use your own domain or sending address, you are responsible for its registration, renewal and DNS configuration, and for completing the setup steps Trip Zen provides so that secure connections and email delivery work correctly.
• Technology ownership: Trip Zen remains the owner of the underlying technology. Any attribution you must display is set out in your Agreement.
• Availability and fees: white-label capabilities depend on your plan and may carry additional fees, as described in Fees and taxes.

Trip Zen is the technology layer. The Service connects you to inventory, content and services from third-party travel suppliers, distribution partners, payment providers and other API providers ("Third-Party Services"). Trip Zen is not the supplier of travel products and is not a party to your contracts with suppliers or with your customers, unless your Agreement expressly states otherwise.

• Supplier terms apply: each supplier's own terms, conditions, pricing, and cancellation and refund policies apply to its products. You are responsible for reviewing and complying with them, and for passing required information on to your customers.
• Your supplier relationships: some Third-Party Services require you to hold your own agreement, credentials or accreditation with the provider. Trip Zen cannot ensure that a supplier will accept you or continue to offer its products.
• No control over Third-Party Services: Trip Zen is not responsible for the accuracy of supplier content, rates or availability, for the fulfillment of bookings, or for the acts, omissions, outages or changes of Third-Party Services. If a supplier changes or withdraws its API or products, Trip Zen may need to change or remove the related integration.
• Payments: where the Service connects to payment providers, payments are processed by those providers under their own terms. Trip Zen does not hold funds on your behalf unless your Agreement expressly provides otherwise.
• Your own integrations: if you connect your own systems or third-party tools through Trip Zen APIs, you are responsible for those systems, and you must use the APIs in line with Trip Zen documentation, rate limits and the Acceptable Use Policy.

"Confidential Information" means non-public information that one party discloses to the other and that is marked as confidential or would reasonably be understood to be confidential, including pricing, product plans, technical and security information, and Customer Data.

The receiving party will use Confidential Information only to perform its obligations and exercise its rights under the contract, protect it with at least reasonable care, and disclose it only to employees, affiliates, contractors and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as these.

These obligations do not apply to information that becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed without using the Confidential Information, or is lawfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information where the law requires, after giving the other party reasonable notice where legally permitted.

Confidentiality obligations continue after the contract ends for as long as the information remains confidential, or for any longer period set out in your Agreement.

Warranties

Each party warrants that it has the authority to enter into the contract and will comply with the laws that apply to its performance. Trip Zen warrants that it will provide the Service with reasonable skill and care and substantially in line with your plan description.

If the Service does not meet this warranty, Trip Zen will use reasonable efforts to correct the problem. If it cannot do so within a reasonable time, either party may terminate the affected subscription, and Trip Zen will refund prepaid fees for the remainder of that term.

Disclaimers

Except as expressly stated in these Licensing Terms or your Agreement, the Service is provided "as is" and "as available", and Trip Zen disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Trip Zen does not warrant that the Service will be uninterrupted or error-free, or that supplier content will be accurate or complete.

Trip Zen does not provide legal, tax or regulatory advice. You are responsible for holding any licenses, registrations or accreditations you need to sell travel products in your markets.

Limitation of liability

To the extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings, however caused.

To the extent permitted by law, each party's total liability arising out of or relating to the contract is limited to the fees paid and payable by you to Trip Zen under your Agreement in the twelve months before the event giving rise to the claim, unless your Agreement sets a different limit.

These exclusions and limits do not apply to your payment obligations, a breach of confidentiality, your breach of the usage restrictions or the Acceptable Use Policy, indemnification obligations, or liability that cannot be limited by law, such as liability for fraud.

Indemnities

You will defend Trip Zen against third-party claims arising from your Customer Data, your products, pricing and customer terms, or your use of the Service in breach of these Licensing Terms or the law, and pay the resulting damages and costs. Trip Zen will defend you against third-party claims that the Service, as provided by Trip Zen, infringes their intellectual property rights, and pay the resulting damages and costs, except for claims arising from Customer Data, Third-Party Services or combinations Trip Zen did not provide. Procedures and any further exceptions are set out in your Agreement.

Suspension

Trip Zen may suspend all or part of your access to the Service, acting proportionately and, where practicable, after giving you notice, if:

• an undisputed payment remains overdue after Trip Zen has notified you;
• your use of the Service breaches the Acceptable Use Policy or the law, or creates a security risk for the Service or others;
• your use threatens the stability or performance of the Service for other customers; or
• suspension is required by law, a court or a regulator, or by a supplier in relation to its Third-Party Service.

Trip Zen will restore access once the cause of the suspension has been resolved. Fees remain payable during a suspension caused by your breach.

Termination

• Either party may terminate the contract by written notice if the other party materially breaches it and does not remedy the breach within the cure period in your Agreement or, if none is stated, within thirty days of receiving written notice.
• Either party may terminate immediately by written notice if the other becomes insolvent, enters liquidation or a similar process, or stops carrying on business.
• Trip Zen may terminate immediately for serious or repeated breaches of the Acceptable Use Policy, including fraud or other unlawful activity.

Effect of termination

When your subscription ends, your right to use the Service ends, you must stop using it, and you must pay all fees due up to the end date. Customer Data is handled as described in Customer data and ownership. Provisions that by their nature should survive, including those on fees, intellectual property, confidentiality, disclaimers, limitation of liability and governing law, survive termination.

Trip Zen may update these Licensing Terms from time to time, for example to reflect changes to the Service, its commercial model or the law. The "Last updated" date shows the current version. Trip Zen will give you notice of material changes that adversely affect you, and those changes take effect from your next renewal term unless the law, security needs or supplier changes require otherwise. Updates never override the terms of a signed Agreement.

The contract is governed by the laws and dispute resolution terms specified in your Agreement with Trip Zen or, where none are specified, by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, where Trip Zen is established, and the Dubai Courts will have jurisdiction.

For questions about plans, billing options or these terms, talk to our sales team or email [email protected] or use our Contact page.