Last updated: January 1, 2022
Thank you for selecting the Wenrix travel technology services (“Wenrix Services“) made available through this website (“Optifare/OptiMax/OptiPost“)by Wenrix, its successors, assigns, affiliated companies and/or licensors (collectively referred to as “Wenrix,” “we,” “our, ”or “us“).
This TERMS AND CONDITIONS and any Wenrix online policies incorporated by this reference governs your use of all Wenrix Services. We reserve the right to change or otherwise modify the TERMS AND CONDITIONS at any time, with or without prior notice to you. Please return to this page periodically to review the most current terms. Unless you cease using the Wenrix Services within thirty (30) days of the publication date of a revised TERMS AND CONDITIONS, your continued use of Wenrix Services signifies your acceptance of any modified terms.Certain Wenrix Services you select may be subject to the additional terms and conditions of a Wenrix order form (“Order Form”).
This TERMS AND CONDITIONS and any Order Form are referred to as our “Agreement.” In the event any provisions of an Order Form conflict with the express language of this TERMS AND CONDITIONS (including any subsequent modifications to this TERMS AND CONDITIONS ), the terms of the Order Form will supersede the conflicting language of the TERMS AND CONDITIONS and govern our Agreement.
1. SERVICES DESCRIPTION.
1.1 Wenrix Offering. For purposes of this Agreement, “Wenrix Offering” refers to Wenrix’s online travel products and services, including:·
The Optifare/OptiMax/OptiPost (including any successor or replacement sites);
Complementing airfare optimization solutions;
Content generated by Wenrix and displayed within the Wenrix Service and/or the Optifare/OptiMax/OptiPost (collectively and individually “Wenrix Content”) such as:o Wenrix trademarks, logos and other indicators of Wenrix ownership;
The specific Wenrix Service selected online or otherwise identified in one or more Order Form(s);
and Wenrix dashboards, tools and technologies that enable users to access and interact with the Wenrix Service.1.2 Account Activation. Promptly after the Effective Date (defined below), Wenrix will make a unique instance of the Wenrix Service (“Account”) available to you via a password-protected website. Upon Account activation, you will be solely responsible for selecting and managing your users and providing each of them with the information necessary to properly access, use and upload data to the Wenrix Offering.
1.3. Account Password/Security. After initial activation of your Account, you will choose a user name and password to securely access your Account. You are solely responsible for maintaining the confidentiality of your password and for any and all activities that occur under your Account. You agree to notify Wenrix immediately of any unauthorized use of your password, your Account or any other breach of security. You, and not Wenrix, will not be liable for any losses resulting from third party use of your password or Account, either with or without your knowledge or consent.
2. RIGHTS, LICENSES AND USE RESTRICTIONS.
2.1. Wenrix Proprietary Rights. You acknowledge and agree that the Wenrix Offering, collectively and each of its individual components, are proprietary to Wenrix and protected under applicable intellectual property and related laws.
2.2. License to Wenrix Offering. The Wenrix Offering is licensed, not sold. Subject to your payment of applicable Fees and the terms of this Agreement, Wenrix grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license under its intellectual property rights in and to the Wenrix Offering to access and use your Account until the expiration of the Term for your own, internal business purposes. Your rights to the Wenrix Offering are limited to those expressly provided in the Agreement. All other rights are reserved.
2.3 License Conditions. You will ensure that your Account is used lawfully and in a manner that does not compromise the security, integrity or proper functionality of any Wenrix Offering. Your rights to access and use your Account are expressly conditioned on your compliance with the use restrictions set forth below.You may not directly or through a third party: copy, reproduce, modify, create derivative works from, transfer, sell or attempt to sell the Wenrix Offering, or any individual component, including Wenrix Content; frame, mirror, copy or otherwise enable third parties to use the Wenrix Offering as a service bureau or other outsourced service; use the Wenrix Offering in a manner that disrupts, overloads, interferes with or degrades the security or performance of any Wenrix Service; introduce (manually or by any automated means) any virus, worm, trap door, back door, “spyware”, “malware,” or other software or executable into the Wenrix Offering; use the Wenrix Offering for the purpose of developing a product or service that competes directly or indirectly with any Wenrix Service;· access, or attempt to access, any data, service or systems in the Wenrix Offering that are not offered by Wenrix as part of the Wenrix Service you originally selected;· alter, remove or modify any proprietary marks, images or attribution of Wenrix ownership; or use the Wenrix Offering in any manner prohibited by law, regulation or treaty.
2.4 Takedown Rights. You acknowledge that (in addition to any other available rights or remedies) Wenrix may suspend, modify, restrict or terminate access to any or all of your Account, with or without prior notice, in the event of any breach of this Section 2.
3. DATA PRIVACY.You retain all rights in and to any data submitted by you through the Wenrix Services (“Customer Data”). Notwithstanding anything to the contrary in this Agreement or any other agreement between you and Wenrix, you agree that Wenrix may process, use and publish Customer Data in de-identified, aggregated form for purposes of enhancing and providing the Wenrix Service.
4. THIRD PARTY PRODUCTS AND SERVICES
From time to time you may be offered products or services by third parties who are not affiliated with Wenrix (“Third Party Products”)and/or the Wenrix Services may contain links to third party websites (“Third Party Pages”). If you decide to use any Third Party Products or access any Third Party Pages, you assume all associated risk and acknowledge that the third party provider, and not Wenrix, is solely responsible for their respective products and services. Wenrix is not affiliated with these Third Party Products or Third Party Pages. Promotion of such third party offerings by Wenrix does not constitute an endorsement or imply any affiliation with any third party providers.
5.1 Fees. You agree to pay the fees for Wenrix Services posted online or otherwise identified in an Order Form (“Fees”). Fees are denominated and payable in United States dollars. Fees paid are nonrefundable.
5.2 Payment Terms. All Fees are due and payable within thirty (30) days of invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law.
5.3 Surcharges. Fees are exclusive of any applicable sales, use, excise, import or export taxes, duties, value-added taxes, tariffs or similar surcharges (“Surcharges”). In the event Wenrix is required by law to withhold Surcharges on your behalf, Wenrix may pay such Surcharges to the authorized taxing authority and,upon demand, you agree to reimburse Wenrix for amounts paid.
5.4 Collection. You agree to reimburse Wenrix for any costs or expenses (including, but not limited to, reasonable attorneys ’fees) incurred to collect any Fees and/or Surcharges not paid when due.
5.5 Account Suspension; Re-connection. Fees payable to Wenrix shall continue to accrue during any period of Account suspension.Amounts due must be paid in full as a condition precedent to Account reactivation, which reactivation will be in our sole discretion. If reactivated, Wenrix reserves the right to charge an additional re-connection fee.
6. CONFIDENTIAL INFORMATION.For purposes of this Agreement, “Confidential Information” means any non-public commercially sensitive information provided by a party under this Agreement to the other party and designated as “Confidential.” Wenrix Fees and payment terms are confidential information of Wenrix. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any Confidential Information of the other party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (a) is publicly disclosed through no fault of the receiving party, (b) is already lawfully inthe receiving party’s possession and not subject to a confidentiality obligation to the disclosing party, (c) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (d) is Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena.
7. FORCE MAJEURE.
Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
8. TERM AND TERMINATION
8.1 Term. This Agreement will begin on the earlier of (a) the date you accept this TERMS AND CONDITIONS or (2) the date indicated on an Order Form (the “Effective Date”). Unless earlier terminated as described below or otherwise noted in the Order Form, this Agreement will end two years after the Effective Date (the “Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year periods, but may be terminated by either party for any reason upon thirty (30) days prior, written notice.
8.2 Material Breach. During the Initial Term and thereafter, either party may terminate this Agreement for the other party’s material breach (a) immediately upon written notice in the event of a breach of Section 6 (Confidentiality) or (b) upon thirty (30) days prior written notice and a failure to cure within the notice period.
8.3 Post-termination Obligations. Upon expiration or termination of this Agreement for any reason, you will no longer have access to your Account. Wenrix will have no obligation to retain, return or otherwise deliver to you any of Your Data submitted to your Account at any time during the Term. For clarity, you and not Wenrix, will be solely responsible for making all backup and archival copies of any of Your Data or other content, data and information used in connection with your Account.
9. NO WARRANTY.
9.1 Acknowledgement. You acknowledge and agree that your Account and the Wenrix Offerings (including Wenrix Services and all Wenrix Content) are provided on an “as is” and “as available” basis.
9.2 Disclaimer. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ERROR-FREE PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY RESULTS, SECURITY, ACCURACY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY WENRIX, ITS SUPPLIERS AND ITS LICENSORS.
9.3 Assumption of Risk. ACCESS TO AND/OR USE OF YOUR ACCOUNT, THE WENRIX OFFERING, ANY SPECIFIC WENRIX SERVICE OR ANY THIRD PARTY OFFERING IS AT YOUR SOLE RISK. WITHOUT LIMITATION, YOU ACKNOWLEDGE AND AGREE THAT: Wenrix Offerings may not meet your requirements or business objectives; Wenrix Offerings require connection to the Internet. Access may be interrupted, delayed or subject to security breaches. Wenrix is not responsible for any disruptions or other failures of any Wenrix Service that are beyond its reasonable control. Wenrix Services use travel related information supplied by third parties, including global distribution systems (“GDS”), including fare and ticketing information for PNRs (“Third Party Data”). Wenrix does not, and cannot, make any warranty or representation that any Third Party Data is timely, secure, error-free, complete, comprehensive or accurate. Wenrix will not be responsible for, and you agree to hold Wenrix harmless from, any errors, inaccuracies or damages resulting from Wenrix’s use of Third Party Data.The carriers, online travel agency companies, travel management companies, global distribution services and other suppliers of travel related products and services are independent contractors and not agents or employees of Wenrix. Wenrix will not be liable for any damages resulting from the booking or re-booking of itineraries, any travel delays, cancellations or any other losses resulting from the use of third party services, including the purchase of any travel products from such third parties. Wenrix does not guarantee that the Wenrix Offering is appropriate and/or available for use in any particular location. You are responsible for compliance with any applicable local laws and regulation, as well as any U.S. import/export regulations. Wenrix reserves the right to modify any of the Wenrix Offering for any reason, without notice and without liability to you, including any individual user.
10. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL THE COMPANY, INCLUDING THE COMPANY’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE, ANY COMMUNICATIONS AND INTERACTIONS OR MEETINGS WITH USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE AS A RESULT OF YOUR USE OF THE SITE, AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF THE COMPANY TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF THE COMPANY OR THE COMPANY’S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY,TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER THE COMPANY OR THE COMPANY’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE,THE COMPANY’S AND THE COMPANY’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO THE COMPANY FOR USE OF THE SITE OR $US1.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM THE COMPANY’S REPRESENTATIVES. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend and indemnify Wenrix and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of (a) your breach of this Agreement (b) Your Data or (c)your violation of any law or the rights of a third party.
12.1 Governing Law. This Agreement will be construed according to the substantive law, but not the choice of law rules, of Tel-Aviv and of applicable federal law of Israel.In the event of any dispute arising under this Agreement, you hereby consent to the exclusive jurisdiction and venue of courts in Tel-Aviv, Israel.
12.2 Relationship of Parties. You agree that no joint venture, partnership, franchise, agency or employment relationship exists between you and us as a result of this Agreement or your use of the Wenrix Offerings.
12.3 Time Limitation for Claims. You agree that you will bring any claim or cause of action arising from or relating to your access or use of Wenrix Offerings within one (1) year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
12.4 Construction. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law (including,but not limited to, any Order Form or the warranty disclaimers and liability limitations set forth in Section 10 above), then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and this Agreement shall continue in effect.
12.5 Assignment. You cannot assign or transfer this Agreement to anyone without the prior written approval of Wenrix, which approval will not be unreasonably withheld or delayed. Wenrix may assign or transfer this Agreement, or delegate its duties hereunder, upon written notice to you.
12.6 No Waiver. The failure of Wenrix to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision, or of any other right or remedy that may be available under applicable law.
12.7 Entire Agreement. This Agreement (including any any Order Form(s)) constitutes the entire agreement between you and Wenrix with respect to your Account and the Wenrix Offering and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Wenrix Offering.
12.8 Survival. Sections 3(Data; Privacy), 6 (Confidential Information), 9 (No Warranty), 10 (Liability Limitation; Exclusive Remedy). and 11 (Indemnification) shall survive expiration or termination of this Agreement, as well as the provisions of this Section 12.