Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE TRAVIFY PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

In these Terms of Service ("Terms" or "Agreement"), the following terms shall have the meanings set forth below:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting securities or equivalent ownership interest.
• "Authorized User" means any individual who is authorized by the Customer to access and use the Services under the Customer's account, including employees, contractors, and agents of the Customer.
• "Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Customer" (also "you" or "your") means the entity or individual that enters into this Agreement with Travify by creating an account or executing an Order Form.
• "Customer Content" (also "Customer Data") means any data, content, information, or materials that the Customer or any Authorized User uploads, submits, stores, sends, or otherwise provides to or through the Services, including but not limited to traveler profiles, itineraries, booking records, supplier data, financial information, documents, images, and communications.
• "Documentation" means Travify's then-current technical documentation, user guides, API references, and help center content made available at travify.app or through the Services.
• "Fees" means all charges, subscription fees, and other amounts payable by the Customer for access to and use of the Services, as set forth on the applicable pricing page, Order Form, or as otherwise agreed in writing.
• "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
• "Order Form" means any ordering document, online subscription page, or written agreement executed by the parties that references these Terms and specifies the Services, subscription tier, Fees, and Subscription Term.
• "Output" means any data, content, or materials generated by the Services in response to Customer Content, including AI-generated itinerary suggestions, itinerary narratives, cost estimates, invoice names, and recommendations.
• "Services" means Travify's cloud-based travel operations management platform, including the website (travify.app), application programming interfaces ("APIs"), software, tools, features, AI-powered functionalities, and all related documentation and updates.
• "Subscription Term" means the period during which the Customer has the right to access and use the Services, as specified in the applicable Order Form or subscription page.
• "Travify" (also "we," "us," or "our") means Travify (Pvt) Ltd (Registration No. PV00360275), a company incorporated under the laws of the Democratic Socialist Republic of Sri Lanka.

2. Access and Use of Services

2.1 License Grant

Subject to your compliance with these Terms and timely payment of all applicable Fees, Travify grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for your internal business purposes in accordance with these Terms and the Documentation.

2.2 Authorized Users

You may permit Authorized Users to access and use the Services on your behalf, provided that: (a) each Authorized User complies with these Terms; (b) you are responsible for all acts and omissions of your Authorized Users; and (c) a single set of login credentials may not be shared among multiple individuals. You shall promptly deactivate the credentials of any Authorized User who is no longer authorized to access the Services.

2.3 Restrictions

You agree that you shall not, and shall not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, object code, underlying structure, algorithms, or know-how of the Services or any component thereof, except to the extent such restriction is expressly prohibited by applicable law;
• Modify, translate, adapt, or create derivative works based on the Services or any component thereof;
• Copy, frame, mirror, or create any derivative of any part or content of the Services, except as expressly permitted in the Documentation;
• Use the Services for timesharing, service bureau, outsourcing, or similar purposes, or otherwise for the benefit of any third party, except as expressly permitted by a reseller or partner agreement;
• License, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any third party;
• Use the Services to build, train, or improve (directly or indirectly) a competing product or service, or to benchmark the Services for competitive purposes without Travify's prior written consent;
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Services;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services;
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• Use the Services in violation of any applicable law, regulation, or third-party right, including without limitation data protection, export control, anti-bribery, and anti-corruption laws;
• Use automated scripts, bots, crawlers, or scraping tools to access the Services, except through the documented APIs and within published rate limits;
• Circumvent or disable any security features, access controls, or usage limits of the Services; or
• Use the Services to store, transmit, or process any data that is subject to heightened regulatory requirements (e.g., HIPAA-protected health information, payment card data subject to PCI-DSS) unless Travify has expressly agreed in writing to support such use.

2.4 Suspension

Travify reserves the right to immediately suspend your access to the Services if we reasonably determine that: (a) your use poses a security risk to the Services or any third party; (b) your use could adversely impact the Services, other customers, or Travify's infrastructure; (c) you are in material breach of these Terms; or (d) such suspension is required by applicable law or by order of a governmental authority. We will use reasonable efforts to provide notice prior to suspension, except where immediate suspension is necessary to prevent harm.

3. Customer Content and Intellectual Property

3.1 Ownership of Customer Content

As between the parties, you retain all right, title, and interest (including all Intellectual Property Rights) in and to your Customer Content. Nothing in these Terms transfers ownership of your Customer Content to Travify.

3.2 License to Customer Content

You grant Travify a worldwide, non-exclusive, royalty-free, fully paid-up license to access, use, process, copy, transmit, store, display, and create derivative works of Customer Content solely to the extent necessary to:

• Provide, operate, maintain, and improve the Services;
• Prevent or address service, security, support, or technical issues;
• Comply with applicable law or enforceable governmental requests; and
• Analyze aggregated and de-identified usage patterns to improve the quality, reliability, and performance of the Services.

We do not use Customer Content to train, fine-tune, evaluate, or improve any artificial intelligence or machine learning models.

3.3 Customer Representations

You represent and warrant that: (a) you have all necessary rights, licenses, and consents to provide Customer Content to Travify and to grant the license in Section 3.2; (b) the Customer Content does not infringe, misappropriate, or violate any third-party rights; and (c) you have provided all required notices and obtained all required consents from data subjects whose Personal Data is included in the Customer Content, in accordance with applicable data protection laws.

3.4 AI-Generated Output

Subject to your compliance with these Terms:

(a) Ownership: Travify hereby assigns to you all of its right, title, and interest in and to the Output generated specifically for you through the Services. You may use such Output for any lawful purpose, including commercial purposes.

(b) No Guarantee of Uniqueness: Due to the probabilistic nature of machine learning, Output may not be unique across users. The Services may generate the same or similar Output for different customers. Output generated for other customers is not your Output.

(c) Accuracy Disclaimer: AI-generated Output is provided as a tool to assist your operations and is not a substitute for professional judgment. You are solely responsible for evaluating the accuracy, completeness, and suitability of any Output for your use case, including through human review. Travify does not warrant that Output will be accurate, complete, reliable, or error-free.

(d) License Back: Travify retains a limited license to use Output solely to provide, maintain, and improve the Services, comply with applicable law, and enforce these Terms.

(e) Third-Party AI Providers: The Services utilize third-party AI providers to generate Output. When you use AI-powered features, Customer Content necessary to process your request may be transmitted to these providers. The current AI providers used by the Services are identified in our Privacy Policy. Travify does not use Customer Content to train any AI models. The use of Customer Content by third-party AI providers is governed by their respective terms of service and privacy policies.

3.5 Travify Intellectual Property

Travify and its licensors retain all right, title, and interest (including all Intellectual Property Rights) in and to the Services, Documentation, and all improvements, modifications, and derivative works thereof, including any feedback, suggestions, or ideas you provide ("Feedback"). You hereby assign to Travify all right, title, and interest in and to any Feedback without restriction. Nothing in these Terms grants you any right to use Travify's trademarks, logos, domain names, or other brand features without prior written consent.

4. Fees and Payment

4.1 Fees

You shall pay all Fees in accordance with the pricing set forth on the applicable pricing page, Order Form, or as otherwise agreed in writing. The current subscription tiers and pricing are published at travify.app/pricing. All Fees are quoted and payable in United States Dollars (USD) unless otherwise specified. Travify reserves the right to correct pricing errors or omissions at any time, even after an invoice has been issued or payment received.

4.2 Payment Processing by Stripe

All subscription payments are processed by Stripe, Inc. and its affiliates ("Stripe"), Travify's third-party payment processor, through Stripe's hosted checkout and customer billing portal. Your payment card details are provided by you directly to, and stored solely by, Stripe — Travify never receives, stores, or has access to your full payment card information. Stripe is certified as a PCI-DSS Level 1 service provider. Your use of Stripe's payment services is additionally governed by Stripe's own terms of service and privacy policy, available at stripe.com/legal. Travify may change its payment processor upon reasonable notice to you.

4.3 Recurring Billing and Automatic Renewal

Unless otherwise stated in an Order Form, subscriptions are billed monthly, in advance, and renew automatically at the end of each billing cycle at the then-current rate for your selected subscription tier. By subscribing, you expressly authorize Travify, through Stripe, to charge your designated payment method on a recurring basis for all applicable Fees, without further authorization from you, until your subscription is cancelled in accordance with Section 4.6. A receipt is issued for each successful payment, and your payment history and invoices are available at any time from the Billing page within the Services.

4.4 Free Trials

New accounts may be offered a free trial of the duration stated at signup. No payment method is required to start a trial, and no charge is made unless and until you affirmatively subscribe to a paid plan. If you do not subscribe by the end of the trial (plus any grace period Travify may allow at its discretion), your account will be suspended: your data is retained and remains viewable, but the Services cannot otherwise be used until a subscription is activated, at which point full access is restored immediately. Travify may modify, limit, or discontinue free trial offers at any time.

4.5 Plan Changes

You may upgrade or downgrade your subscription tier at any time from the Billing page. Plan changes take effect immediately, and a prorated charge or credit reflecting the difference in Fees for the remainder of the then-current billing cycle is calculated and applied automatically by Stripe. Downgrades may reduce available features, seats, or usage allowances, and you are responsible for ensuring the new tier fits your use before confirming the change.

4.6 Cancellation

Notwithstanding Sections 7.1 and 7.2, self-serve monthly subscriptions may be cancelled at any time through the Billing page (via Stripe's customer portal), without any advance-notice requirement. Cancellation takes effect at the end of the then-current billing period: you retain full access to the paid Services until that date, no further renewal charges will be made, and no refund or credit is issued for the remainder of the period except as set forth in Section 4.9. Following cancellation, your data is handled in accordance with Sections 6.4 and 7.4.

4.7 Late or Failed Payments

If a recurring subscription payment fails, Stripe will retry the charge automatically and Travify will notify you by email at the address associated with your account. Your access to the Services will continue during a reasonable grace period, after which Travify may suspend the account (data retained, view-only) until a successful payment is received; access is restored automatically upon payment. For Fees payable by invoice under an Order Form, if any undisputed payment is not received by the due date: (a) Travify may charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until the date of actual payment; and (b) Travify may, upon 15 days' prior written notice, suspend your access to the Services until all outstanding amounts are paid in full.

4.8 Taxes

All Fees are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes ("Taxes"). You are responsible for paying all Taxes associated with your use of the Services, excluding taxes based on Travify's net income. If Travify is required by law to collect or remit Taxes on your behalf, such Taxes will be invoiced to you and payable in accordance with this Section.

4.9 No Refunds

All Fees paid are non-refundable, except: (a) as expressly set forth in an Order Form; (b) where required by applicable law; or (c) in the event of a material, uncured breach by Travify of its obligations under these Terms, in which case a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term may be issued.

4.10 Fee Changes

Travify may modify Fees upon at least 30 days' prior written notice (email to the address associated with your account is sufficient). Fee changes will take effect at the start of the next billing cycle following the notice period. If you do not agree to a Fee change, you may cancel your subscription before the new Fees take effect in accordance with Section 4.6.

5. Confidentiality

5.1 Definition

"Confidential Information" means all non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information of Travify includes non-public information regarding the features, functionality, performance, pricing, and roadmap of the Services. Confidential Information of Customer includes Customer Content and any non-public business, financial, or operational data.

5.2 Obligations

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, and agents who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not use Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement.

5.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted); (b) cooperates with the Disclosing Party's efforts to obtain a protective order or equivalent protection; and (c) discloses only the minimum amount of Confidential Information necessary to comply with the requirement.

5.5 Survival

The obligations under this Section 5 shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

6. Data Privacy and Security

6.1 Privacy Policy

Our collection and use of Personal Data in connection with the Services is described in our Privacy Policy, available at travify.app/privacy-policy, which is incorporated by reference into these Terms.

6.2 Data Processing Agreement

To the extent that Travify processes Personal Data on behalf of the Customer as a data processor, the parties agree to enter into a Data Processing Agreement ("DPA") that complies with the requirements of applicable data protection law, including the GDPR, UK GDPR, and CCPA/CPRA. The DPA shall govern the processing of Personal Data in Customer Content and shall supplement (not replace) this Agreement. Where there is a conflict between this Agreement and the DPA with respect to data processing, the DPA shall prevail. To request a DPA, contact legal@travify.app.

6.3 Security Measures

Travify shall implement and maintain industry-standard administrative, technical, and organizational security measures designed to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. A description of our security measures is set forth in our Privacy Policy.

6.4 Data Portability and Export

Upon written request during the Subscription Term or within 30 days following termination or expiration, Travify will make Customer Content available for export in a standard, machine-readable format (e.g., CSV, JSON). After the 30-day export period following termination, Travify will permanently delete all Customer Content from its systems within 60 days, except as required by applicable law or as retained in encrypted backup systems for up to 90 days.

6.5 Customer Responsibilities

You are solely responsible for: (a) the accuracy, quality, and legality of Customer Content; (b) obtaining all necessary consents and providing all necessary notices to data subjects; (c) ensuring that your use of the Services complies with applicable data protection laws; and (d) configuring the Services and implementing access controls appropriate to the sensitivity of your data.

7. Term, Termination, and Suspension

7.1 Subscription Term

These Terms are effective as of the date you first access or use the Services and continue for the duration of the Subscription Term specified in your Order Form or subscription. Unless otherwise agreed, subscriptions will automatically renew for successive periods of the same duration as the initial Subscription Term, unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

7.2 Termination for Convenience

Either party may terminate this Agreement at any time by providing written notice at least 30 days prior to the end of the then-current billing period. Termination for convenience will be effective at the end of the billing period in which the notice period expires.

7.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice thereof; or (b) the other party becomes the subject of insolvency, receivership, liquidation, or any similar proceeding.

7.4 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights and licenses granted to the Customer under these Terms will immediately cease;
• The Customer shall immediately cease all use of the Services;
• Each party shall return or destroy all Confidential Information of the other party;
• Customer Content will be available for export for 30 days, as described in Section 6.4; and
• Any Fees owed by the Customer for Services rendered prior to termination shall remain payable.

7.5 Survival

The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 3.1 (Ownership of Customer Content), 3.5 (Travify Intellectual Property), 4 (Fees — to the extent of amounts accrued), 5 (Confidentiality), 7.4 (Effect of Termination), 7.5 (Survival), 8 (Indemnification), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Dispute Resolution), and 13 (General Provisions).

8. Indemnification

8.1 Customer Indemnification

You shall defend, indemnify, and hold harmless Travify, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Travify Indemnified Parties") from and against any and all third-party claims, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use of the Services in violation of these Terms;
• Customer Content, including any claim that Customer Content infringes, misappropriates, or violates a third party's Intellectual Property Rights, privacy rights, or other rights;
• Any product, service, or offering you develop, provide, or offer to end users in connection with the Services;
• Your breach of any representation, warranty, or obligation under these Terms; or
• Your violation of applicable law.

8.2 Travify Indemnification

Travify shall defend, indemnify, and hold harmless the Customer and its Affiliates and their respective officers, directors, employees, and agents (collectively, "Customer Indemnified Parties") from and against any third-party claim alleging that the Customer's authorized use of the Services in accordance with these Terms infringes or misappropriates such third party's Intellectual Property Rights, and shall pay all damages finally awarded against the Customer Indemnified Parties (or the amount of any settlement Travify enters into) with respect to such claim.

Exclusions: Travify's indemnification obligation under this Section does not apply to the extent a claim arises from: (a) Customer Content; (b) modifications to the Services made by anyone other than Travify; (c) use of the Services in combination with materials not provided by Travify; or (d) use of the Services after Travify has notified the Customer to cease such use.

Remediation: If the Services become, or in Travify's opinion are likely to become, the subject of an infringement claim, Travify may at its option and expense: (i) procure the right for the Customer to continue using the Services; (ii) modify or replace the Services to make them non-infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected Services and refund any prepaid, unused Fees.

8.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance in the defense of the claim at the indemnifying party's expense.

9. Service Levels and Support

9.1 Availability

Travify shall use commercially reasonable efforts to maintain a monthly uptime percentage of 99.5% for the Services, measured on a calendar month basis ("Uptime Commitment"). Uptime is calculated as: ((Total Minutes in Month − Downtime Minutes) / Total Minutes in Month) × 100. "Downtime" means any period during which the Services are materially unavailable, excluding Scheduled Maintenance and Excused Downtime.

9.2 Scheduled Maintenance

Travify may perform scheduled maintenance during off-peak hours (typically between 00:00–06:00 UTC on Sundays). We will use reasonable efforts to provide at least 48 hours' advance notice of scheduled maintenance that is expected to result in material downtime.

9.3 Excused Downtime

The Uptime Commitment does not include downtime resulting from: (a) Scheduled Maintenance; (b) force majeure events (Section 13.4); (c) failures of your equipment, network, or internet connectivity; (d) your misuse of the Services or breach of these Terms; (e) actions or inactions of third-party service providers; or (f) beta, preview, or free-tier Services.

9.4 Service Credits

If Travify fails to meet the Uptime Commitment in any calendar month, the Customer may request a service credit as follows:

Service credit requests must be submitted within 30 days of the end of the affected month. Service credits are the Customer's sole and exclusive remedy for Travify's failure to meet the Uptime Commitment and may not exceed 25% of the monthly Fees for the affected month.

9.5 Customer Support

Travify provides customer support via email at support@travify.app during business hours. Response times and support scope may vary by subscription tier.

10. Disclaimer of Warranties

THE SERVICES, DOCUMENTATION, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAVIFY AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE;
• ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT, CONTENT, DATA, OR RESULTS OBTAINED THROUGH THE SERVICES;
• ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; AND
• ANY WARRANTY WITH RESPECT TO AI-GENERATED OUTPUT, INCLUDING ANY WARRANTY OF ACCURACY, FITNESS, OR SUITABILITY FOR ANY PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUT IS PROBABILISTIC IN NATURE AND MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUT BEFORE RELIANCE OR USE.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRAVIFY, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap

TRAVIFY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO TRAVIFY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

11.3 Exceptions to Limitations

The limitations and exclusions in Sections 11.1 and 11.2 do not apply to: (a) either party's indemnification obligations under Section 8; (b) the Customer's payment obligations under Section 4; (c) either party's breach of its confidentiality obligations under Section 5; (d) the Customer's breach of the license restrictions in Section 2.3; or (e) liability that cannot be limited or excluded under applicable law.

11.4 Essential Basis

The limitations of liability set forth in this Section 11 reflect an informed, voluntary allocation of risk between the parties and form an essential basis of the bargain between the parties. The Services would not be provided without these limitations.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve the dispute informally. Either party shall send a written notice describing the dispute to the other party. The parties shall use good faith efforts to resolve the dispute within 60 days of receipt of such notice. If the dispute is not resolved within this period, either party may proceed with the formal resolution process below.

12.2 Mandatory Binding Arbitration

You and Travify agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (including the validity, enforceability, or scope of this arbitration provision) shall be resolved exclusively through final and binding arbitration, administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules of Arbitration for the time being in force, which rules are deemed to be incorporated by reference in this clause.

• The seat of arbitration shall be Singapore.
• The arbitration shall be conducted by a sole arbitrator appointed in accordance with the SIAC Rules.
• The language of the arbitration shall be English.
• The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• Each party shall bear its own costs and attorneys' fees unless the arbitrator orders otherwise.

12.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TRAVIFY EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE SUBJECT TO ARBITRATION UNDER THIS SECTION.

Disputes must be brought on an individual basis only. Class arbitrations, class actions, and consolidation with other arbitrations are not permitted.

12.4 Opt-Out Right

You have the right to opt out of the mandatory arbitration and class action waiver provisions of Sections 12.2 and 12.3 by sending written notice of your decision to opt out to legal@travify.app within 30 days of first accepting these Terms. Your notice must include your name, account email address, and a clear statement that you wish to opt out. If you opt out, disputes shall be resolved exclusively by the courts identified in Section 13.1.

12.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights, Confidential Information, or other proprietary rights.

13. General Provisions

13.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka, without regard to its conflict of laws principles. Subject to Section 12 (Dispute Resolution), each party irrevocably submits to the exclusive jurisdiction of the courts of Sri Lanka for any proceedings arising out of or related to this Agreement that are not subject to arbitration.

13.2 Entire Agreement

This Agreement, together with the Privacy Policy, any DPA, and any Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, communications, and understandings, whether written or oral, relating to such subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail with respect to the specific Services covered by such Order Form.

13.3 Amendments

Travify may amend these Terms from time to time. If an amendment materially adversely affects your rights or obligations under these Terms, we will provide at least 30 days' prior notice via email to the address associated with your account or through an in-product notification. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, you must stop using the Services and may terminate your subscription in accordance with Section 7.

13.4 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of governmental authorities, fire, flood, power outages, telecommunications failures, cyberattacks, or disruptions to internet infrastructure ("Force Majeure Event"). The affected party shall provide prompt written notice of the Force Majeure Event and use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Services upon written notice.

13.5 Assignment

You may not assign, delegate, or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Travify. Any attempted assignment without such consent shall be void. Travify may assign this Agreement without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

13.6 No Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. A waiver of any right or remedy on one occasion shall not be deemed a waiver of such right or remedy on any subsequent occasion. All waivers must be in writing and signed by the waiving party.

13.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible, and the remaining provisions shall continue in full force and effect.

13.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

13.9 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email with confirmation of receipt; or (c) sent by internationally recognized overnight courier. Notices to Travify shall be directed to legal@travify.app. Notices to you shall be directed to the email address associated with your account or such other address as you may designate in writing.

13.10 Export Compliance

The Services may be subject to export control and sanctions laws of Sri Lanka, the United States, the European Union, and other jurisdictions. You agree to comply with all applicable export laws and shall not access, use, or export the Services in violation of any applicable export control or sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions.

13.11 Anti-Corruption

Each party represents and warrants that it has not and will not, directly or indirectly, pay, offer, give, or promise to pay or authorize the payment of any money or anything of value to any government official, government employee, or any other person for the purpose of influencing any act or decision of such person in order to obtain or retain business or secure any improper advantage in connection with this Agreement.

13.12 Third-Party Beneficiaries

Except as expressly provided in Section 8 (Indemnification), this Agreement does not create any rights in any third party, and no third party is an intended beneficiary of this Agreement.

13.13 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

14. Contact Information

If you have any questions about these Terms, please contact us:

Travify (Pvt) Ltd
Registration No: PV00360275