Terms of Use Agreement

WELCOME TO ZICASSO, INC.'S ("ZICASSO" OR "WE") INTERNET WEB SITE LOCATED AT WWW.ZICASSO.COM (THE "SITE").

Zicasso is a referral service. We refer Travelers to Travel Companies (travel agencies and tour operators) who sell Travel Services such as hotels, transportation, and tours. Zicasso does not sell or operate any Travel Services.

BY VISITING THE SITE AND/OR USING THE ZICASSO SERVICES AVAILABLE ON THE SITE, YOU ARE AGREEING TO BE CONTRACTUALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, INCLUDING THOSE AVAILABLE BY HYPERLINK (COLLECTIVELY, THE "TERMS OF USE" OR "AGREEMENT"), WHETHER OR NOT YOU ARE A REGISTERED MEMBER OF ZICASSO. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY CEASE ALL USAGE OF THIS SITE. WE RESERVE THE RIGHT TO MAKE CHANGES TO THE ZICASSO SERVICES OFFERED ON THIS SITE AND REVISE THE TERMS OF USE AND ALL LINKED INFORMATION FROM TIME TO TIME IN OUR SOLE DISCRETION. ZICASSO WILL POST UPDATED TERMS OF USE ON THE SITE AND PROVIDE NOTICE OF THIS BY SENDING E-MAIL NOTIFICATIONS TO REGISTERED MEMBERS OF THE SITE. WE WILL INDICATE AT THE TOP OF THIS PAGE THE DATE THESE TERMS WERE LAST REVISED. WE SUGGEST THAT YOU CONSULT THE TERMS OF USE AND THE LINKED INFORMATION REGULARLY FOR UPDATES. REVISIONS SHALL BECOME EFFECTIVE IMMEDIATELY UPON BEING POSTED AT THE SITE UNLESS OTHERWISE PROVIDED IN SUCH REVISION. YOUR CONTINUED USE OF THE SITE AFTER SUCH CHANGES HAVE BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS, EVEN IF YOU HAVE NOT REVIEWED THE CHANGES.

Member Eligibility and Accounts

The Zicasso Services (as defined below) are available only to legal entities and individuals in business who can form legally binding contracts. To become a member of the Site ("Member") and use the Zicasso Services available from the Site, you must register for a Zicasso account ("Account"). You agree to provide true, accurate and complete information, and update such information to maintain its truth, accuracy and completeness. Misleading information about your location is not allowed on Zicasso. You must safeguard the Member ID and password you use to access this Site. We may rely on any use of the Site with your Member ID and password as authorized by you.

If you are a Member that wishes to provide Travel Company Services through the Site, you must complete the Travel Company registration process. As a Travel Company Member, you acknowledge and agree that your Account may be subject to verification as well as editorial and Feedback (as defined below).

Scope of Services

Zicasso provides services ("Zicasso Services") that facilitate transactions between (a) Members who are travelers (each, a "Traveler") and are eligible to post information about the Travel Company Services (as defined herein) that such Traveler needs and is interested in purchasing (each, a "Trip Request"). or to inquire or purchase Travel Company Services, and (b) Members who are travel companies (each, a "Travel Company") who offer Travel Company Services to Travelers. Travel Company Services are defined as services offered by Travel Company to Traveler on Zicasso Site, including but not limited to trip proposals submitted by Travel Company in response to a Traveler's Trip Request (each a "Trip Plan") and sample trip offerings (each a "Sample Trip").

When a Travel Company submits a Trip Plan to a Traveler, in addition to specifying the types of Travel Company Services it will provide and the costs associated to it, a Trip Plan shall include the contract terms that Travel Company requires, such as, but not limited to, payment methods, payment terms, and cancellation policy.

The Site will facilitate (a) Traveler's ability to define and source Travel Company Services by posting a Trip Request in order to engage Travel Companies directly; (b) Traveler's ability to learn about, inquire, commit to procure, or procure Travel Company Services; (c) Travel Companies' ability to advertise their capabilities, bid on Trip Requests, and provide Travel Company Services directly to Travelers; (d) delivery of (i) payment information for Traveler, and (ii) receipt information for Travel Company; and (e) other services that Zicasso may offer through the Site from time to time, currently including, but not limited to services further described in the Zicasso Policies . In providing the Zicasso Services, Zicasso will NOT source or deliver any services provided by Travel Companies, including, but not limited to, Travel Company Services. Zicasso will only provide the venue for Travelers and Travel Companies to find and contract with each other for Travel Company Services according to the Zicasso Policies.

Electronic Communications

By using the Services, you consent to receiving electronic communications from Zicasso. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Zicasso Services and Travel Company Services. These electronic communications are part of your relationship with Zicasso and you receive them as part of your subscription to the Zicasso Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

User Obligations

You agree to: (a) abide by the Terms of Use and Zicasso Policies, and the processes and procedures described throughout the Site; (b) be financially responsible for your use of the Site and the Zicasso Services and the purchase or delivery of Travel Company Services; and (c) perform your obligations and complete the transaction as specified by the terms of your Trip Plan, your bid or proposal or your agreed business terms with the Traveler or Travel Company, as applicable, unless such transaction is prohibited by law or by the Terms of Use and Zicasso Policies. Upon acceptance of a bid proposal by sending a purchase confirmation or upon expressly indicating the decision to purchase Travel Company Services (including but not limited to Trip Plans or Sample Trips), whether such indication occurred within the Site or without, you agree to purchase the Travel Company Services if you are a Traveler, or provide the Travel Company Services if you are a Travel Company, in accordance with the terms agreed to by the parties, unless otherwise mutually agreed upon by the Traveler and Travel Company in writing.

Other Agreements

Your use of the Site is governed by this Agreement, as applicable, and the Zicasso Policies, Privacy Policy, Traveler Agreement and Travel Company Agreement, the terms of which foregoing agreements are hereby incorporated by reference. All of these agreements together constitute the entire agreement, as modified from time to time, between you and Zicasso with respect to your use of the Site and the Services provided on and through the Site, and your use of the Site and the Services provided on and through the Site is conditioned on your acceptance of all terms of these agreements.

Bookings and Contracts between Travelers and Travel Companies

By registering as a Member, you acknowledge and agree that you contract directly with other Members of the Site to buy or sell Travel Company Services. Upon acceptance of a Trip Plan or agreement to provide Travel Company Services, Travel Company agrees to provide the Travel Company Services according to the terms of the final Trip Plan, the final agreement, or other terms and conditions agreed to by Traveler and Travel Company.

Zicasso acts as a referral service and accepts no liability arising from or related to any agreement between Traveler and Travel Company. Zicasso is not a party to any contract for any purchase (booking) and sale of Travel Company Services, including, without limitation, Trip Plans and Sample Trips. All rights and obligations for the purchase and sale of any Travel Company Services, including, without limitation, the purchase and sale of Trip Plans and Sample Trips, are solely between Traveler and Travel Company. Each Member is solely responsible for the enforcement and performance of its rights and obligations for the purchase and sale of Travel Company Services, including, without limitation, Trip Plans and Sample Trips.

Zicasso is not involved in the contracting between Traveler and Travel Company, or in the Travel Companies' delivery of services to Travelers. Traveler and Travel Company must look solely to the other for enforcement and performance of all the rights and obligations pursuant to the transactions it entered into with the other, and any other terms, conditions, representations, or warranties associated with such dealings.

Payments

To book Travel Company Services such as Trip Plans, including customized tours, Traveler pays Travel Company directly according to the booking terms and conditions set forth by Travel Company. In most cases, a non-refundable deposit is required to confirm bookings, with the balance of payment due by a specified date or period before the trip begins. Such booking terms and conditions are specified in writing by Travel Company to Traveler prior to a payment. Payment methods accepted by Travel Companies generally include credit cards as well as bank wire transfers and other electronic transfers.

Cancellations and Refunds

After a Traveler’s payment is received and travel booking is confirmed by a Travel Company, the Traveler’s payment is subject to the payment, cancellation, and refund terms of the Travel Company. Such terms are communicated by Travel Company to Traveler in writing prior to payment. Traveler is responsible for reviewing and understanding such terms prior to making payment. If a Traveler has questions regarding cancellation, payment, or refund terms, they should be addressed to the Travel Company. If additional help is needed, please contact Zicasso by sending an email to help@zicasso.com or call +1 (888) 441-2418.

Third Party Content

Zicasso makes available to Members on the Site various content and services provided by third parties, including, without limitation, services to verify a Member's identity or credentials ("Verification Service Providers") and a directory of Travel Companies that is populated with information from third party sources and from the Travel Companies themselves (collectively, "Third Party Content"). Zicasso has no editorial control over such Third Party Content. Zicasso is not responsible for and does not monitor the Third Party Content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information providers, Members and Verification Service Providers, are those of the respective author(s) or distributor(s) and not of Zicasso. Zicasso neither endorses nor is responsible for the accuracy or reliability of any Third Party Content. Zicasso does not confirm or verify whether a Travel Company claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested. Zicasso provides the Third Party Content as a convenience and does not confirm or verify such Third Party Content.

Links to Third Party Sites

The Site may contain links to other third party Web sites or resources ("Third Party Sites"). You acknowledge and agree that Zicasso is not responsible or liable for: (i) the availability or accuracy of such Third Party Sites; or (ii) the content, advertising, or products on or available from such Third Party Sites. The inclusion of any link on the Site does not imply that we endorse the linked to Third Part Site. Your use the links is at your own risk.

Submissions

You acknowledge that you are responsible for the information and material that you submit, including without limitation, any Trip Requests, Trip Plans, itineraries, feedback, comments, blogs, postings and photos (each a "Submission") through posting areas, emails or other services available in connection with this Site, and that you, and not Zicasso, will have full responsibility for each such Submission, including its legality, reliability, form, content and accuracy. Unless otherwise explicitly stated herein or in the Zicasso Privacy Policy, you agree that any Submission provided by you in connection with this Site in public posting areas is provided on a non-proprietary and non-confidential basis. You agree that Zicasso shall be free to use or disseminate a Submission which is posted in public posting areas on an unrestricted basis for any purpose. If you submit information to the Site, you grant Zicasso a non-exclusive, irrevocable, worldwide, royalty-free license (in any media now known or not currently known or invented) to link to, utilize, use, copy, exploit, and prepare derivative works of the Submission. No information you submit shall be deemed confidential. However, Zicasso agrees to use your information in accordance with Zicasso's Privacy Policy applicable to personally identifiable information. You agree that you will not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission. You represent and warrant that: (i) you have the right to grant the license set forth in this section, and (ii) the posting of your Submissions on or through the Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submissions posted by you to or through the Site.

Warranty Disclaimer

THE SERVICES, MATERIALS AND INFORMATION PROVIDED ON AND THROUGH THE SITE ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL ZICASSO'S LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Release

If you have a dispute with another Member, you release Zicasso (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You hereby waive California Civil Code ß1542 (and any analogous law in any other applicable jurisdiction), which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Indemnity

You agree to defend, hold harmless and indemnify Zicasso from and against any and all losses, costs, expenses, damages or other liabilities incurred by Zicasso from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Zicasso: (a) in connection with your use of the Services, including, without limitation, any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Travel Companies; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Travel Company. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

Intellectual Property

License and Site Access.

Subject to and conditioned on compliance with this Agreement, Zicasso grants you a limited license to access and, if you are a Member, to use the Site internally for the purpose of ordering and receiving the Services available and authorized from the Site. You must not sell, copy, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Zicasso or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Zicasso.

Reservation of Rights; Limited Licenses.

Zicasso and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Zicasso logo and name are trademarks of Zicasso, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated above, nothing in the Terms of Use confers any license under any of Zicasso's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.

Resolution of Disputes Between Member and Zicasso

If a dispute arises between you and Zicasso, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and Zicasso agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Zicasso Services (a "Claim") in accordance with this section entitled "Resolution of Disputes Between Member and Zicasso." Before resorting to these alternatives, you agree to first contact us directly to seek a resolution by going to Customer Service .

Law and Forum for Disputes.

This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Zicasso must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to the Site must be commenced within 30 days after it arises, or the cause of action is waived.

Arbitration Option.

For any claim arising between you and Zicasso (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, and the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.

Improperly Filed Claims.

Should you file a claim contrary to this section entitled "Resolution of Disputes Between Member and Zicasso," Zicasso will be entitled to recover attorneys' fees and costs up to $2,000, provided that Zicasso has notified you in accordance with the Terms of Use of the improperly filed claim, and you have failed to promptly withdraw the claim.

Membership Cancellation Instructions

If you are a Travel Company, to cancel your membership, send an e-mail to membership@zicasso.com with "Cancel My Travel Company Membership" as the subject of the e-mail and include the following information in the text field (Your full name, Zicasso Username, Contact phone number for verifying your cancellation, reason to cancel your account). Zicasso will not process cancellation requests unless all of the foregoing information is provided. Your cancellation request will be effective within the next business day. Zicasso will send you an email confirmation once your membership has been cancelled. Once Zicasso confirms your cancellation, your profile will not be viewable and you will no longer be able to submit Trip Plans via the Zicasso system.

Suspension of Your Account

We may suspend or cancel your Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Use and Zicasso Policies, or violated our rights or those of another party. Without limiting Zicasso's other remedies, we will suspend or terminate your Member Account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Use, the Zicasso Policies and the other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our users or for Zicasso. Once suspended or terminated, you may not continue to use the Zicasso Services under a different Account or re-register under a new Account. In addition, violations of the Terms of Use and the Zicasso Policies may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the Zicasso system or otherwise reduce commissions owed Zicasso under the Terms of Use, you agree to be liable to Zicasso for the commission due, and may be subject to additional sanctions including, but not limited to, suspension or termination of Zicasso membership. Zicasso reserves the right to terminate any User, Trip request or Trip Plan for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site.

Disclosures

Zicasso, Inc. is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 1625 N. Market Blvd., Sacramento, CA 95834, or by calling 1-800-952-5210 for callers in California, and 1-916-445-1254 for callers outside California. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Zicasso to resolve a complaint regarding any aspect of service relating to this Site by writing to help@zicasso.com.

General

This Terms of Use Agreement and all documents referenced herein shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by Zicasso or you as provided for under the terms of this Agreement. The Terms of Use and any registration for or subsequent use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Zicasso, except and solely to the extent expressly stated. California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Site will be heard in the state and federal courts located in Santa Clara County, California. If any of these Terms is found to be inconsistent with applicable to law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Zicasso's failure to enforce any of these Terms is not a waiver of such term. You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Use to anyone without the express written permission of Zicasso, and any attempt to do so will be null and void. Zicasso may assign this Agreement in its discretion. This Agreement, and all documents referenced herein, constitute the entire agreement between you and Zicasso with respect to the subject matter hereof and supersedes all prior agreements between the parties as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.