(Last Revised 1/7/2014)
Welcome to iZento.com Professional. iZento.com Professional (the "Service") is a subscription-based Service designed specifically for Accredited Travel Professionals who offer travel advice and services, and which includes functionality not available (or with delayed availability) to non-subscription users. This enhanced functionality includes (but is not limited to) itinerary and journal branding, website linking, an extensive customer-management interface, and advanced search capability. iZento, Inc. defines an “Accredited Travel Professional” as a self-employed individual or an individual employed by an Agency, whereby either the individual or the Agency:
- Has a valid business license and operates in compliance with Federal, State, and Local laws which govern the Travel Services industry
- Has current accreditation through a professional Travel Association (e.g., CITC, ARC, IATA/IATAN, CLIA, TSI, etc.)
- Has a current iZento Professional subscription in force with iZento, Inc. and complies with the terms and conditions hereunder.
If the certification information you have provided is false or fraudulent, iZento, Inc. reserves the right to terminate your access to the Service in addition to any other legal remedies.
IMPORTANT: This "Subscription Agreement" sets forth the terms and conditions that apply to your use of iZento.com Professional. PLEASE READ THIS AGREEMENT CAREFULLY. Your registration and payment of a subscription fee for the Service shall be deemed to be your commitment to abide by this Agreement including any materials available on the iZento.com website incorporated by reference herein, including but not limited to iZento.com Privacy and User Agreement policies.
This Subscription Agreement is a legal agreement between you as a host agency and/or an individual user and iZento,Inc., a California corporation that governs the access to, and use of the Service. You must accept the terms of this Agreement before accessing and using the web based software or accessing or using the Service. By accessing and/or otherwise using the software or Service, you as the customer are indicating that you have read and understood, and that you agree to be bound by, the terms of this Agreement. If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the access to and/or use of the Service.
iZento, Inc. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. The date of the most recent revisions will appear on this page. Continued use of the Site by you will constitute your acceptance of any changes or revisions to the Agreement. The right to use the Service is contingent upon your ongoing acceptance, is personal to you, and is not transferable by you to any other person or entity. A host travel agency subscribing to and paying for multiple subscriptions may elect to transfer login rights to those subscriptions within its organization, subject to the change in individual agent branding that will occur when doing so.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, either individually or as granted by a host agency. iZento, Inc. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
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SCOPE OF SERVICES
iZento, Inc. provides the Service to registered Accredited Travel Professionals for the purpose of trip planning, itinerary building, and sharing customized plans and itineraries with customers. By registering you acknowledge and agree that you contract directly with advertisers, partners, customers, or other registered users of the Site to buy, sell, or share Travel-related products and/or services. Each registered Travel Professional and user is solely responsible for the enforcement and performance of its rights and obligations in the purchase and sale of these products/services.
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LICENSE & RESTRICTIONS
After you register on the site and complete a subscription agreement and make payment, Zento.com grants you a non-exclusive, non-transferable (except by a host agency paying for and transferring subscriptions within its organization), worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by iZento, Inc. and its licensors.
You may not access the Service if you are a direct competitor of iZento, Inc., except with iZento, Inc.’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (1) modify or make derivative works based upon the Service or the Content, other than the customizable virtual and printed output provided by the Service; (2) "frame" or "mirror" any Content on any other server or wireless or Internet-based device, other than by mutual agreement; or (3) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Licenses cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
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iZento, Inc. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in iZento.com account information, or by written communication sent by first class mail or pre-paid post to your address on record in iZento.com account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to iZento, Inc. (such notice shall be deemed given when received by iZento, Inc.) at any time by any of the following: email to email@example.com, or letter delivered to iZento, Inc. by overnight delivery service or first class postage prepaid mail to iZento, Inc. at the following addresses: iZento Inc., 1250-I Newell Avenue, #144, Walnut Creek, CA 94596.
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iZento, Inc. alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the iZento.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the iZento.com Technology or the Intellectual Property Rights owned by iZento, Inc. The iZento.com name, the iZento.com logo, and the product names associated with the Service are trademarks of iZento, Inc. or third parties, and no right or license is granted to use them.
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You are responsible for all activity occurring under your account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications, the transmission or sharing of technical or personal and customer data, and selling of travel in accordance with specific state and federal laws. You shall: (i) notify iZento, Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to iZento, Inc. immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another iZento.com user or provide false identity information to gain access to or use the Service.
While iZento, Inc. will make reasonable efforts to collect and store the credentials of each registered Travel Professional, the validity and currency of those credentials is the responsibility of the Travel Professional alone. iZento, Inc. makes no guarantee as to the ability of a Travel Professional to deliver services, the ability of a Traveler to pay for services, or that a Travel Professional or Traveler will actually complete a transaction. Travel Professional, host agency, and Traveler must look solely to one another for enforcement and performance of all the rights and obligations pursuant to the transactions it entered into with the other on the Site, and any other terms, conditions, representations, or warranties associated with such dealings.
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Registered users may create reviews, notes, activities, appointments, and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. iZento, Inc. reserves the right (but not the obligation) to edit or remove (without notice) any site content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this User Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to iZento, Inc..
If you post content or submit material to public areas of the site, and unless we indicate otherwise, you grant iZento, Inc. a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant iZento, Inc. and sub licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify iZento, Inc. for all claims resulting from content you supply. iZento, Inc. has the right but not the obligation to monitor and edit or remove any activity or content. iZento, Inc. takes no responsibility and assumes no liability for any content posted by you or any third party.
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THIRD PARTY INTERACTIONS
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity is solely between you and the applicable third-party. iZento, Inc. and its licensees shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. iZento, Inc. does not endorse any sites on the Internet that are linked through the Service. iZento, Inc. provides these links to you only as a matter of convenience, and in no event shall iZento, Inc. or its licensees be responsible for any content, products, or other materials on or available from such sites. iZento, Inc. provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
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DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY
IZENTO, INC. AND ITS LICENSEES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. IZENTO, INC. AND ITS LICENSEES DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, IZENTO, INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY IZENTO, INC. AND ITS LICENSEES.
You shall indemnify and hold iZento, Inc., its licensees and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, shareholders, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the User Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your users of this Agreement, provided in any such case that iZento, Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release iZento, Inc. of all liability and such settlement does not affect iZento, Inc.'s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
iZento, Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, shareholders, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by iZento, Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by iZento, Inc.; provided that you (a) promptly give written notice of the claim to iZento, Inc.; (b) give iZento, Inc. sole control of the defense and settlement of the claim (provided that iZento, Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to iZento, Inc. all available information and assistance; and (d) have not compromised or settled such claim. iZento, Inc. shall have no indemnification obligation, and you shall indemnify iZento, Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).
IN NO EVENT SHALL IZENTO INC.’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL IZENTO AND/OR ITS LICENSEES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF IZENTO OR ITS LICENSEES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
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CHARGES & PAYMENT
Billing and Renewal
iZento, Inc. charges a monthly subscription fee, collected in advance, based on a non-exclusive, non-transferable (except by a host agency paying for and transferring subscriptions within its organization), single-user license to use the Service. Sharing of an individual license among two (2) or more users is expressly prohibited. For organizations with multiple users, the total fee will be calculated based on the total number of single-user licenses times the license fee per user in effect at the beginning of the billing month, unless changed by mutual agreement. iZento, Inc. will automatically renew the license monthly, unless notice of cancellation is received ten (10) days prior to the end of the previous monthly billing cycle. The renewal charge will be equal to the then-current number of user licenses times the license fee in effect during the prior month, unless iZento, Inc. has provided at least 30 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. iZento, Inc.'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on iZento, Inc.'s income.
You agree to provide iZento, Inc. with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing representative. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, iZento, Inc. reserves the right to terminate your access to the Service in addition to any other legal remedies. All iZento billings will be in U.S. dollars, and be subject to U.S. payment terms.
Non-Payment and Suspension
In addition to any other rights granted to iZento, Inc. herein, iZento, Inc. reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. In the event that your account falls into arrears for more than 30 days from the beginning of your monthly billing cycle, you agree to pay a reinstatement charge of 1 (one) month’s subscription rate–in addition to the upcoming month’s subscription—to enable your access to the Service and bring your account current for the upcoming month. This rate represents a reasonable endeavor to estimate fair compensation for the maintenance of your account while suspended and restoral of associated data. If you or iZento, Inc. initiate termination of this Agreement, you agree and acknowledge that iZento, Inc. has no obligation to retain User Content and that such User Content may be irretrievably deleted if your account is 30 days or more delinquent.
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Any unauthorized use of the iZento.com Technology or Service or breach of your payment obligations will be deemed a material breach of this Agreement. iZento, Inc., in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that iZento, Inc. has no obligation to retain the User Content, and may delete such User Content, if you have materially breached this Agreement, and such breach has not been cured within 30 days of notice of such breach.
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If a dispute arises between you and iZento, Inc., you and iZento, Inc. agree that you will resolve any claim or controversy in law or in equity that arises out of this Agreement or our services in accordance with one of the alternatives below or as iZento, Inc. and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution.
This Agreement will 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 iZento, Inc., must be resolved by a court located in Contra Costa 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 Contra Costa County, California for the purpose of litigating all such claims or disputes.
For any claim (excluding claims for injunctive or other equitable relief), iZento, Inc. may elect to resolve the dispute through binding arbitration. In the event iZento, Inc., elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider and such arbitration shall be conducted in accordance with such provider's rules.
If you have a dispute with another user of the iZento Service, or with another party in conjunction with your use of the Service, you release iZento, Inc. (and our shareholders, 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 §1542 (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.”
As an independent agent or host agency, you agree to defend, hold harmless and indemnify iZento, Inc. from and against any and all losses, costs, expenses, damages or other liabilities resulting from any demand or action brought by a third party against iZento, Inc. in connection with:
- your use of the Service
- your decision to supply credit information to/through the Service
- your decision to submit postings
- your decision to share customer itineraries and information with other agents, users, or third parties
- your decision to make offers to/accept offers from other users
- any breach of contract or other claims made by users with which you conducted business through the Service
- your breach of any provision of this Agreement
- any liability arising from the tax treatment of payments or any portion thereof
- any negligent or intentional wrongdoing by any user
- any act or omission of yours with respect to the delivery of products or services to any user
- your dispute of or failure to receive payment from any user in conjunction with the Service
If any party to this Agreement institutes a suit or arbitration under this clause to enforce this Agreement, then, the prevailing party thereunder shall be entitled to its reasonable attorney's fees and costs. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
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This Agreement may not be assigned by you without the prior written approval of iZento, Inc. but may be assigned without your consent by iZento, Inc. to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of iZento, Inc. directly or indirectly owning or controlling 50% or more of you shall entitle iZento, Inc. to terminate this Agreement for cause immediately upon written notice.
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The following rules apply to the January - March 2013 Contest to Win an Apple iPad 2 by creating new itineraries on the iZento Professional website.
- Participation is limited to licensed travel agents who are either active subscribers or participating in a promotional trial of the iZento Professional service.
- Each eligible itinerary will represent one entry in the prize drawing.
- Eligible itineraries are defined as:
- New itineraries (vs. updates) created from 12:00 AM on January 1, 2013 through 12:00 AM March 31, 2013.
- Copies of itineraries are acceptable if complete as described below.
- Itineraries which are complete, i.e. have client name(s) with all iZento tabs completed and are ready for sharing/printing.
- Itineraries created on www.izento.com/agent.php. Automated itineraries created on partner sites are not eligible.
- Itineraries created by an individual email address. Those created by email reflectors like "info@" will not qualify.
- The winner will be notified via email on or before April 15, 2013. If the winner does not respond within 30 days of notification iZento reserves the right to select an alternate winner.
- The prize is a new Apple iPad 2 with WiFi - 16GB - Black.
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iZento, Inc. is a California Corporation located at 1250-I Newell Avenue, #144, Walnut Creek, CA 94596. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The Subscription Agreement 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 iZento, Inc., 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 this Subscription Agreement. This Agreement, and all documents referenced herein, constitute the entire agreement between you and iZento, Inc. 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.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org .
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