Terms and Conditions of Hotel Booking

Important notices: please read first

These Terms and Conditions (“Terms”) are a binding legal agreement. They govern hotel accommodation reservations made through the Platform. Part A applies to (a) any consumer or traveler who purchases a hotel accommodation reservation through the Platform and (b) any travel advisor, travel agency, host agency, independent contractor of an agency, or other intermediary that accesses the Platform or transmits a booking request on behalf of a traveler, where Part A says so. Part B contains additional terms that apply only to Travel Agencies. These Terms supplement, and form part of, the Tern Terms of Service at tern.travel/terms-of-service (the “General Terms”), which also apply to your use of the Platform.

Disputes arising out of these Terms or any reservation are resolved under Section 20 of the General Terms (Dispute Resolution). For Travelers, that Section contains a mandatory pre-dispute notice requirement, a binding individual arbitration agreement, a jury trial waiver, and a class action waiver. Please read it carefully.

Sections 11, 12, 13, and 25 limit and exclude Tern’s liability and contain disclaimers of warranties and indemnity obligations.

Tern sells the Hotel Accommodation to the Traveler and is the Merchant of Record for the transaction. Tern does not own, operate, control, manage, staff, inspect, or supervise any hotel or other lodging property. The lodging services are rendered by independent third-party Hotel Suppliers, as defined below. Tern is not responsible for the acts, omissions, negligence, or willful misconduct of any Hotel Supplier or of any Travel Agency.

Part A: Hotel Reservations

1. Definitions

In these Terms:

“Tern,” “we,” “us,” or “our” means Tern Software, Inc., a Delaware corporation, with its principal place of business at 1111B S Governors Ave #6194, Dover, Delaware 19904, together with its subsidiaries and corporate affiliates where the context so requires.
“General Terms” means the Tern Terms of Service at tern.travel/terms-of-service, as amended from time to time in accordance with their terms.
“Platform” has the meaning given in the General Terms, and includes the websites, applications, booking interfaces, application programming interfaces, and related services through which Hotel Accommodations are searched, requested, reserved, and paid for.
“Hotel Accommodation” means a guest room, suite, or other overnight lodging reservation at a hotel or similar lodging property sold through the Platform. These Terms apply only to Hotel Accommodations sold by Tern. Other Platform features may allow an Agency or Advisor to arrange other travel products with third parties, subject to the General Terms and the relevant third party’s terms.
“Hotel Supplier” means the hotel, lodging property, property owner or operator, or the wholesaler, bed bank, channel manager, or other accommodation supplier from which Tern obtains the Hotel Accommodation, including the property that actually renders the lodging services.
“Travel Agency” or “Agency” means any travel advisor, travel agency, host agency, independent contractor affiliated with an agency, tour operator, or other intermediary that uses the Platform, holds Platform credentials, or transmits or facilitates a booking request for a Traveler.
“Traveler” or “you” (where the context concerns the purchaser) means the consumer who purchases the Hotel Accommodation and each individual named on the reservation.
“Booking Confirmation” means the confirmation Tern issues by email or through the Platform that identifies the essential elements of a reservation, including the property, dates, room type, occupancy, total price, and cancellation policy.
“Supplier Rules” means the rates, rules, restrictions, policies, and conditions of the applicable Hotel Supplier, including rate rules, deposit requirements, cancellation and change policies, refundability, no-show policies, minimum-age and minimum-stay requirements, occupancy limits, resort and destination fees, property-collected taxes, pet policies, and check-in and check-out times.
“Content” means all text, descriptions, rates, availability, photographs, images, maps, ratings, reviews, and other material displayed on or transmitted through the Platform.
“Merchant of Record” means the party that processes the Traveler’s payment and appears on the Traveler’s payment card or account statement for the transaction. For Hotel Accommodations sold through the Platform, Tern is the Merchant of Record.
“Agency Terms” means Part B of these Terms.
“Chargeback” means any reversal, retrieval, dispute, or chargeback of a payment for a Hotel Accommodation initiated by a cardholder, issuer, payment network, or payment provider, and any related fee, fine, or assessment.

References to “you” include, as applicable, a Traveler, a Travel Agency, and any person accessing the Platform for purposes of booking a Hotel Accommodation. Capitalized terms used but not defined in these Terms have the meanings given in the General Terms. Where these Terms define a term that the General Terms also define, including Travel Agency and Traveler, the definition in these Terms applies in these Terms.

2. Acceptance; relationship to the General Terms; changes

2.1 Acceptance. A Traveler accepts these Terms, and the Supplier Rules displayed for the reservation, by affirmatively indicating acceptance at checkout before completing a reservation. A Travel Agency accepts these Terms, including the Agency Terms, as provided in Section 19. If you do not agree to these Terms, do not book a Hotel Accommodation. The Supplier Rules are incorporated into these Terms by reference.

2.2 Travelers and Travel Agencies are each bound. These Terms bind the Traveler as purchaser and, separately and independently, bind any Travel Agency that accesses the Platform or transmits a booking request. Where a provision refers to the Traveler or to the Agency specifically, it applies to that party; where a provision refers to “you” generally, it applies to both.

2.3 Third parties on a reservation. These Terms also bind each individual named on a reservation and each person traveling under a reservation, and the person who makes the reservation represents that they have authority to bind all such persons.

2.4 Changes. Tern may revise these Terms. For a Travel Agency, a revision takes effect on the notice and in the manner Section 4.4 of the General Terms provides. A Traveler accepts the Terms then in effect at checkout, so a revision applies to a Traveler only for reservations made after it takes effect. A completed reservation continues to be governed by the version of these Terms in effect on the date the reservation was confirmed. You are advised to save or print a copy of these Terms at the time of booking.

2.5 Relationship to the General Terms; order of precedence. These Terms govern Hotel Accommodations and reservations for them. The General Terms govern your use of the Platform generally and apply to matters these Terms do not address. If there is a conflict: (a) the Booking Confirmation controls as to the essential elements of the reservation; (b) the Supplier Rules control as to the operational conditions of a stay, including cancellation, change, deposit, no-show, occupancy, and refundability conditions; (c) these Terms control as to all other matters concerning Hotel Accommodations, Tern’s role as seller and Merchant of Record, and the Agency Terms; and (d) the General Terms control as to everything else. The Points Program Terms govern the earning, use, return and expiration of Points. No Booking Confirmation or Supplier Rule overrides a mandatory legal right or Tern’s express refund obligations under these Terms. A separate written agreement between Tern and a Travel Agency varies these Terms only as provided in Section 19.2.

3. Tern’s role; Merchant of Record

3.1 Seller and Merchant of Record. Tern sells the Hotel Accommodation to the Traveler and is the Merchant of Record for the Traveler’s payment. Tern obtains the Hotel Accommodation from a Hotel Supplier, and the lodging services are rendered by the property. Tern’s name or a Tern-designated descriptor will appear on the Traveler’s payment card or account statement. These Terms apply to a Hotel Accommodation only where checkout and the Booking Confirmation identify Tern as the seller. Where they identify a hotel brand or other Hotel Supplier as the supplier (for example, “booked via” the hotel brand), that supplier’s own terms govern the booking and these Terms do not apply to it.

3.2 What Tern does not do. Tern is not a hotel, innkeeper, or lodging operator. Neither Tern’s role as seller nor its role as Merchant of Record makes Tern responsible for the condition, safety, quality, or operation of any property, or creates any duty on Tern’s part with respect to the physical premises, personnel, or operations of any Hotel Supplier.

3.3 Independent suppliers. Each Hotel Supplier is an independent business. Tern does not control Hotel Suppliers and is not responsible for their acts or omissions. Hotel Suppliers provide their services under their own terms, which may limit or exclude their liability to the Traveler or the Agency.

3.4 Independent Travel Agencies. Each Travel Agency is an independent contractor and independent business. No agency, employment, partnership, joint venture, franchise, or fiduciary relationship exists between Tern and any Travel Agency. No Travel Agency has authority to bind Tern, to make any representation, warranty, guarantee, or commitment on Tern’s behalf, to modify these Terms, to waive any Supplier Rule, or to accept any obligation on Tern’s behalf. Tern is not responsible for, and disclaims all liability arising from, any statement, advice, recommendation, itinerary, promise, guarantee, marketing claim, quotation, fee, markup, service charge, or omission of any Travel Agency.

3.5 Agency advice and fees. A Travel Agency may charge its client its own consultation, planning, service, or change fees, and may impose its own terms on its client. Such fees and terms are solely between the Agency and its client. Tern is not a party to them, does not collect or remit them unless expressly stated in the Booking Confirmation, and has no liability with respect to them.

3.6 Compensation. Tern may receive compensation from Hotel Suppliers, payment providers, and others in connection with a reservation, and may retain a facilitation fee, service fee, technology fee, or margin as part of the displayed rate. Tern may also pay commission or other remuneration to a Travel Agency, and the Travel Agency and its advisors may earn points, incentive credits or other rewards from Tern under Tern’s Points Program or another incentive program in connection with a reservation. The existence of such compensation does not alter Tern’s role as described in this Section 3.

4. Reservation conduct

4.1 Eligibility. Eligibility to use the Platform is governed by Section 5.1 of the General Terms. Some Hotel Suppliers impose a minimum age for check-in; the Traveler is responsible for confirming and satisfying the property’s minimum-age requirement.

4.2 Your representations. In addition to the representations in the General Terms, you represent and warrant that:

(a) all information you supply to Tern for a reservation, including traveler names, contact information, and payment information, is true, accurate, current, and complete; and

(b) if you are booking for another person, you have that person’s authorization, you have disclosed these Terms and the applicable Supplier Rules to that person, that person has agreed to them, and you are responsible for all amounts due and all change and cancellation requests relating to the reservation.

4.3 Prohibited conduct. In addition to the prohibited uses in Section 6 of the General Terms, you agree not to:

(a) make any false, speculative, duplicative, or fraudulent reservation, or any reservation in anticipation of demand;

(b) resell, redistribute, or make commercial use of Hotel Accommodations, Content, rates, or availability, or make them available anywhere other than on the Platform, except as expressly authorized in writing by Tern; or

(c) disclose to any hotel, lodging property, or accommodation provider the net rates or confidential rate information made available to a Travel Agency through the Platform, including in connection with the Agency’s own rate negotiations.

4.4 Cancellation of reservations for misuse. Tern may, without liability, cancel or decline any reservation where Tern reasonably believes there has been a breach of these Terms, fraud, abuse, chargeback abuse, credential misuse, sanctions exposure, or other suspicious activity, or where required by law or by a Hotel Supplier. Suspension and termination of access to the Platform are governed by Sections 5.4 and 21 of the General Terms.

5. Reservations and confirmations

5.1 Request and confirmation. A reservation request submitted through the Platform is an offer to purchase. No contract for a Hotel Accommodation exists, and Tern has no obligation with respect to any reservation, until Tern issues a Booking Confirmation. Tern may decline any reservation request.

5.2 Booking Confirmation controls. The Booking Confirmation sets out the essential elements of the reservation. The Traveler and, where applicable, the Agency must review the Booking Confirmation immediately upon receipt and notify Tern of any error or discrepancy within 24 hours. Tern is not responsible for losses arising from errors that are not reported within that period, including misspelled guest names, incorrect dates, incorrect room type, or incorrect occupancy, except to the extent the error was caused by Tern.

5.3 Delivery. Tern will send the Booking Confirmation to the Traveler at the email address provided at the time of booking and, where a booking is made by a Travel Agency, also to the Agency. The Booking Confirmation, together with the information made available on the Platform, will include the transaction date; a description of the Hotel Accommodation booked, changed, or cancelled; the price, including taxes and fees as provided by the Hotel Supplier, and the amount of any credit or adjustment; Tern’s name as it will appear on the Traveler’s statement; Tern’s address; the contact information of the Advisor or Agency that made the booking; and these Terms or a link to them. If the Booking Confirmation is not received within 24 hours of booking, you must contact Tern.

5.4 Name accuracy and identification. The name on the reservation must match the government-issued identification of the guest who will check in. The Traveler is responsible for presenting valid identification and, where required by the property, a valid payment card in the guest’s name for incidental charges.

5.5 Occupancy and property requirements. Reservations are subject to the property’s maximum occupancy, extra-person charges, minimum-age, identification, and payment-card requirements. A property may refuse check-in where these requirements are not satisfied, and Tern has no liability for such refusal.

5.6 Special requests. Requests for particular room locations, bed types, connecting rooms, early check-in, late check-out, or other preferences are requests only. They are not guaranteed by Tern and are subject to availability and the property’s discretion, unless the Booking Confirmation expressly identifies them as confirmed.

5.7 Group bookings. Reservations of ten (10) or more rooms at the same property for overlapping dates, reservations that exceed any lower room or guest threshold the Hotel Supplier applies to group business, or reservations made in a pattern intended to circumvent either limit, may be cancelled by Tern or the Hotel Supplier, may be subject to separate group terms and a non-refundable deposit, and may require a separate written agreement.

6. Price, taxes, and fees

6.1 Price. Wherever Tern displays a price for a Hotel Accommodation, the total price includes all mandatory charges Tern knows about and can calculate, including mandatory fees collected by the property. The total price is displayed more prominently than other pricing information, except the final amount payable. Government taxes may be disclosed separately where the law permits; before payment Tern displays the final amount payable, including those taxes and any optional items selected, and distinguishes amounts payable to Tern from amounts payable directly to the property. The Supplier Rules and cancellation policy are disclosed before booking. The price confirmed for the reservation is stated in the Booking Confirmation, subject to Section 6.3. Rates may change before a reservation is confirmed.

6.2 Rate composition. The displayed rate may consist of the amount charged by the Hotel Supplier for the room, plus tax recovery charges, plus Tern’s facilitation, service, or technology fees, plus, where applicable, taxes on the services Tern provides. Tern’s fees are retained by Tern and, unless expressly stated otherwise at the time of booking, are non-refundable. Any itemization accurately distinguishes government taxes, tax recovery charges and Tern’s own fees. Tern does not describe its retained fees or margin as government-imposed taxes. All mandatory charges are included in the displayed total as Section 6.1 requires, and the amount and refundability of Tern’s own fees are disclosed before booking.

6.3 Pricing errors. Tern reserves the right to correct pricing errors on the Platform. If a reservation was confirmed at an erroneous price, Tern will offer the Traveler the option to keep the reservation at the correct price or to cancel the reservation without penalty and receive a refund of amounts paid to Tern. Tern has no obligation to honor an erroneous price, even after issuing a Booking Confirmation, where the error should reasonably have been apparent to you.

6.4 Taxes and tax recovery charges. Amounts identified as taxes or tax recovery charges may include estimated sales, use, occupancy, transient lodging, value-added, goods and services, or similar taxes. Tax recovery charges are estimates of amounts payable in respect of taxes on the room, based on information provided by the Hotel Supplier or its distributor, and the actual amounts remitted may differ from the amounts collected. Except where Tern is required by law to collect and remit a tax directly, the Hotel Supplier is responsible for remitting taxes on the lodging services it provides to the applicable taxing authorities. Taxability and rates vary materially by jurisdiction.

6.5 Property-collected charges. The property may collect at check-in or check-out amounts not included in the amount charged by Tern, including resort fees, destination fees, amenity fees, parking, incidental charges, local city or tourist taxes, and security deposits. Such amounts are payable by the Traveler directly to the property and are not collected by Tern. Tern is not responsible for the amount of, or any dispute concerning, such charges. Mandatory property fees, such as resort or destination fees, are included in the total price displayed under Section 6.1 even though the property, and not Tern, collects them. Local tax rates may change between the date of booking and the date of stay, and the Traveler may be liable for the higher rate.

6.6 Currency and bank charges. Currency conversion rates shown on the Platform are indicative only, derived from third-party sources, and may differ from the rate applied by the Traveler’s bank or card issuer. Banks and card issuers may impose foreign transaction, cross-border, or currency conversion fees. Tern does not control and is not responsible for such rates or fees.

6.7 Points. Where Tern’s Points Program is available, an Agency or advisor may apply points under the Points Program Terms toward the price of an eligible reservation identified at checkout, limited to accommodation Tern has purchased and holds in its inventory, as the Points Program Terms provide. The amount applied reduces the amount Tern charges to the Traveler’s payment method and is shown at checkout, and the reservation otherwise remains subject to these Terms, including Section 8. If a reservation to which points were applied is cancelled or refunded, the Points Program Terms govern the return of the points, and the part of the price paid in money is refunded under Section 8. Points have no cash value.

7. Payment

7.1 Charge by Tern. As Merchant of Record, Tern (directly or through its third-party payment processors) will charge the Traveler’s designated payment method for the amount payable to Tern stated in the Booking Confirmation, less any reduction funded by Points and excluding amounts identified as payable directly to the property.

7.2 Authorization. By submitting a reservation request, you authorize Tern and its payment processors to verify the payment method, including by pre-authorization or nominal-amount verification, and to charge the payment method for the amount payable to Tern after any reduction funded by Points and for any additional amount that becomes properly due under these Terms or the Supplier Rules, including change fees, cancellation fees, no-show charges, and tax adjustments.

7.3 Payment disputes. If you have a concern about a charge, please contact Tern first so that we can try to resolve it; many concerns can be resolved faster that way than through a dispute with your card issuer. Nothing in these Terms limits any right you have to dispute a transaction with your card issuer. Initiating a Chargeback does not relieve you of an obligation to pay amounts properly due under these Terms or the Supplier Rules, and Tern may provide the card issuer with the Booking Confirmation, the Supplier Rules you accepted, and other records of the transaction. Where a Chargeback is resolved in Tern’s favor, or you have received the Hotel Accommodation or a refund to which you were entitled, Tern may recover from the responsible party the amount properly due.

7.4 Fraud controls. If a reservation, account, or payment method shows indications of fraud, abuse, sanctions exposure, or other suspicious activity, Tern may request additional information, decline or cancel the reservation, temporarily hold a refund to the extent reasonably necessary and permitted by law while investigating, without delaying a refund beyond a mandatory legal deadline, and pursue legal remedies.

7.5 Alternative payment methods. If a third-party payment, installment, or consumer-finance method is made available, that provider’s terms govern its product. Tern does not endorse any such provider and is not responsible for its acts, omissions, or products.

7.6 Electronic transactions and records. Your consent to electronic transactions, signatures, and records is governed by Section 4.3 of the General Terms. Records maintained by Tern in the ordinary course of business may be used as evidence of the transaction.

8. Cancellations, changes, no-shows, and refunds

8.1 No automatic right to cancel or change. Except for rights under applicable law or Section 8.5, cancellation and change rights are those in the Supplier Rules displayed at the time of booking. Many rates are non-refundable and non-changeable. The cancellation and refund terms that apply to a reservation are those supplied by the Hotel Supplier and displayed before, during, and after booking. It is the responsibility of the Traveler and, where applicable, the Agency, to read the cancellation policy before booking.

8.2 How to cancel or change. Cancellation and change requests must be submitted through the Platform or to Tern’s support channel identified in Section 16. A request made directly to the property, or to a Travel Agency, is not effective against Tern and does not constitute notice of cancellation. Tern will promptly acknowledge the request and issue a written cancellation confirmation. A timely request received through either channel preserves the applicable cancellation deadline even if Tern issues its confirmation later.

8.3 Fees. Supplier cancellation, change, and no-show charges apply as set out in the Supplier Rules, and you agree to pay them. Tern may also charge a reasonable administration fee for processing a permitted change or cancellation, only if its amount or calculation was disclosed before the original booking and it is confirmed before the change or cancellation is processed. No such fee reduces a refund Tern owes under Section 8.5 or applicable law. A change is priced at the rate available at the time the change is made, which may be higher than the original rate.

8.4 No-shows and partial use. If the guest does not arrive on the scheduled arrival date, the entire reservation may be cancelled by the property, and charges may apply in full. If the guest departs early or does not use all nights booked, refunds are available only to the extent provided by the Supplier Rules. Unused nights, meals, or amenities are generally not refundable.

8.5 Cancellation or change by the Hotel Supplier or Tern. A reservation may be cancelled or modified by the Hotel Supplier or by Tern for reasons including non-payment, overbooking, property closure, renovation, loss of connectivity or inventory error, termination or suspension of Tern’s supply arrangement with a Hotel Supplier, health or safety conditions, government order, or Force Majeure. In such an event Tern will use reasonable efforts to notify the Traveler promptly. If the property cannot honor a confirmed reservation, Tern will use reasonable efforts to arrange comparable alternative accommodation, which the Traveler may accept or decline. If the Traveler declines, or no comparable alternative accommodation is provided, Tern will refund the amounts the Traveler paid to Tern for the affected nights. Except as stated in this Section 8.5, Tern is not liable for relocation costs, rate differences, transportation, lost time, missed events, or other consequential losses.

8.6 Refund mechanics. Approved refunds are issued to the original payment method used for the purchase. For a reservation funded in part with Points, the refundable booking price is allocated proportionately between the cash and Points components using their values at booking; cash is returned to the original payment method and Points are restored under Section 4.6 of the Points Program Terms. Tern does not substitute Points for a cash refund. Refunds are processed promptly and within any period applicable law requires. Tern does not control the timing of the Traveler’s bank or card issuer after initiating a refund. Tern’s own facilitation, service, technology and administration fees are non-refundable only to the extent disclosed before booking and permitted by law; they are refunded where Section 8.5 or applicable law requires.

9. Traveler responsibilities; travel documents and insurance

9.1 Documentation. The Traveler is solely responsible for obtaining and carrying all required travel documentation, including passports, visas, entry permits, and health documentation, and for satisfying all entry, transit, health, and residency requirements of each destination. Tern does not advise on and does not verify travel documentation requirements and has no liability for denied entry, denied boarding, or denied check-in.

9.2 Conduct at the property. The Traveler must comply with the property’s rules, including check-in and check-out times, occupancy limits, smoking and pet policies, and conduct standards. A property may refuse or terminate a stay for non-compliance, and Tern has no liability for such refusal or termination and no obligation to refund in such circumstances.

9.3 Accessibility and medical needs. Accessibility features, medical accommodations, and special dietary or mobility needs vary by property and are not verified by Tern. Tern does not currently transmit dietary, medical or accessibility information in the standard reservation request. If an Agency separately asks Tern to transmit that information, the consent and other safeguards in the Privacy Policy apply. The Traveler should confirm any essential requirement directly with the property before travel.

9.4 Insurance. Rates do not include travel insurance. No travel insurance is sold under these Booking Terms; any insurance made available through another Platform feature is governed by the relevant provider’s terms and applicable disclosures. Travelers are strongly advised to obtain, from a licensed provider of their own choosing, insurance covering trip cancellation and interruption, medical expenses, evacuation and repatriation, and personal property. The Traveler is responsible for ensuring any policy obtained is adequate for their needs.

9.5 Destination risk. The Traveler is solely responsible for evaluating and accepting the risks of travel to any destination, including risks arising from crime, civil unrest, terrorism, disease, weather, natural disaster, local law, local standards of construction, safety, sanitation, and medical care, and the availability of emergency services. Standards abroad and in different jurisdictions may differ materially from those in the Traveler’s home jurisdiction.

10. Property content and ratings

10.1 Supplier-sourced Content. Descriptions, photographs, amenity lists, availability, rates, maps, and other property Content are supplied by Hotel Suppliers and other third parties, and Tern presents them as supplied. Tern does not independently verify such Content and does not warrant its accuracy, completeness, currency, or reliability. Photographs may be representative rather than depictions of the specific room assigned. Amenities, facilities, and services may be seasonal, may be withdrawn, may be undergoing renovation, or may carry additional charges. Any summary, translation, or other content about a property that Tern generates, including by automated or artificial-intelligence-assisted means, is Tern’s own content, is not supplied or verified by any Hotel Supplier, and is not part of the Supplier-sourced Content.

10.2 Ratings. Star ratings and similar classifications indicate general expectations only, may originate from local or national rating bodies, and do not represent or promise any particular feature, amenity, quality level, or safety standard. Standards differ by jurisdiction.

10.3 Other Platform content. Reviews and other user content, automated and artificial-intelligence-assisted features, and third-party links on the Platform are governed by Sections 7.4, 7.5 and 7.6 of the General Terms.

11. Disclaimers

11.1 Platform. The Platform, and Content and functionality made available through it, are subject to the disclaimers in Section 15 of the General Terms.

11.2 No warranty regarding Hotel Suppliers. Tern makes no representation or warranty, and assumes no responsibility, concerning the condition, safety, suitability, legality, cleanliness, quality, security, staffing, licensing, insurance, or performance of any Hotel Supplier, property, room, facility, amenity, or service. Tern is not liable for any act, omission, error, misrepresentation, negligence, gross negligence, willful misconduct, breach of contract, bodily injury, death, illness, property damage, theft, assault, overbooking, denial of accommodation, closure, relocation, downgrade, service failure, or discriminatory conduct of any Hotel Supplier or any of its owners, operators, employees, agents, contractors, or guests. This Section 11.2 does not limit Tern’s own obligations as seller under these Terms, including under Section 8.5.

11.3 No warranty regarding Travel Agencies. Tern makes no representation or warranty concerning any Travel Agency and is not liable for any act, omission, error, misrepresentation, advice, negligence, fee, markup, misappropriation of funds, failure to disclose terms, failure to transmit information, insolvency, or breach of any duty by any Travel Agency. A Traveler’s recourse for any such matter lies against the Travel Agency and not against Tern.

11.4 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the foregoing exclusions apply to the fullest extent permitted by applicable law, and nothing in these Terms excludes liability that cannot lawfully be excluded.

12. Limitation of liability

12.1 Exclusion of indirect damages. To the maximum extent permitted by law, Tern and its officers, directors, employees, agents, affiliates, licensors, and service providers (collectively, the “Tern Parties”) shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, commission, or anticipated savings, or for loss of enjoyment, disappointment, inconvenience, emotional distress, or loss of vacation value, arising out of or relating to any reservation, any Hotel Accommodation, any Hotel Supplier, any Travel Agency, or these Terms, whether based in contract, tort (including negligence), strict liability, statute, or any other theory, and whether or not the Tern Parties were advised of the possibility of such damages.

12.2 Aggregate cap: Travelers. To the maximum extent permitted by law, the total aggregate liability of the Tern Parties to a Traveler for all claims arising out of or relating to a reservation or these Terms shall not exceed the greater of (a) the total amount the Traveler actually paid to Tern for the specific reservation giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

12.3 Aggregate cap: Travel Agencies. To the maximum extent permitted by law, the total aggregate liability of the Tern Parties to a Travel Agency for all claims arising out of or relating to any reservation or these Terms shall not exceed the total fees and commissions actually received by Tern from, or paid by Tern to, that Agency in respect of the specific transaction giving rise to the claim. In no event shall the Tern Parties be liable to a Travel Agency for lost commissions, lost clients, reputational harm, or claims asserted against the Agency by its own clients.

12.4 No liability for pass-through amounts. Tern is not liable for amounts collected by or payable to a Hotel Supplier or to a Travel Agency, or for any property-collected fee, tax, deposit, or incidental charge.

12.5 Independent contractor clause. The Tern Parties are not liable for any injury, death, illness, loss, delay, damage, expense, or inconvenience caused by the act, omission, negligence, or default of any independent third party, including any Hotel Supplier, Travel Agency, property owner or operator, hotel employee or contractor, food or beverage provider, spa or facility operator, security provider, utility, medical provider, government authority, or other guest.

12.6 Force Majeure. The Tern Parties are not liable for any failure or delay in performance, or for any loss, arising from any event beyond their reasonable control, including acts of God, weather, hurricane, flood, wildfire, earthquake, volcanic activity, epidemic, pandemic, quarantine, public-health measure, war, hostilities, terrorism, civil unrest, riot, strike, labor dispute, government act, order, travel advisory or border closure, embargo, sanctions, criminal act, utility or telecommunications failure, internet or hosting failure, cyberattack, supplier insolvency, or supplier closure (“Force Majeure”). Where a Force Majeure event affects a reservation, Tern’s obligation is limited to that stated in Section 8.5.

12.7 Time limitation. To the maximum extent permitted by law, any claim arising out of or relating to a reservation or these Terms must be brought within one (1) year after the date the claim accrued, failing which it is permanently barred, except where the law of the Traveler’s jurisdiction requires a longer period, in which case that period applies. The period is tolled as provided in Section 20.1 of the General Terms.

12.8 Scope. This Section 12 applies to claims arising out of or relating to a reservation or these Terms. Other claims relating to the Platform are subject to Section 16 of the General Terms.

12.9 Basis of the bargain. The disclaimers and limitations in Sections 11 and 12 are fundamental elements of the basis of the bargain between the parties, apply even if a limited remedy fails of its essential purpose, and shall survive termination of these Terms.

12.10 Jurisdictional limits. Some jurisdictions do not permit the exclusion or limitation of certain damages. In those jurisdictions, the foregoing limitations apply only to the extent permitted by applicable law. Nothing in Sections 11 or 12 excludes or limits Tern’s liability for its own fraud or fraudulent misrepresentation, death or personal injury caused by its negligence, gross negligence or willful misconduct, any mandatory consumer remedy, or an amount Tern expressly owes as a refund or earned Commission under these Terms.

13. Indemnification

13.1 Indemnification by the Traveler. You agree to defend, indemnify, and hold harmless the Tern Parties from and against all claims, demands, actions, proceedings, liabilities, losses, damages, fines, penalties, taxes, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) your breach of these Terms or of any Supplier Rules; (b) any inaccurate or incomplete information you provide; (c) your acts or omissions, or those of any person traveling under your reservation, at or in connection with a property; (d) any charge, damage, or claim asserted by a Hotel Supplier in connection with your stay; and (e) any unauthorized use of your account or payment method resulting from your failure to safeguard it. This indemnity applies to third-party claims only and does not cover a claim or loss to the extent caused by Tern’s breach, negligence, willful misconduct, or a failure of Tern’s platform, payment processing or security.

13.2 Indemnification by the Travel Agency. Each Travel Agency’s indemnification obligations are set out in Section 25.

13.3 Conduct of defense. Tern may, at its option and at the indemnifying party’s expense, assume the exclusive defense and control of any matter subject to indemnification under these Terms. The indemnifying party shall cooperate fully and shall not settle any matter in a manner that imposes any obligation or admission on any Tern Party without Tern’s prior written consent. Tern will not settle a matter without the indemnifying party’s consent where the settlement admits the indemnifying party’s liability or requires it to pay money or take or stop any action.

13.4 Survival. The obligations in this Section 13 and in Section 25 survive termination of these Terms and the completion or cancellation of any reservation.

14. Privacy and communications

14.1 Privacy Policy. Tern collects and processes personal information relating to a reservation, including to make, pay for, confirm, change, cancel, and service it and to share it with the Hotel Suppliers that provide it, in accordance with its Privacy Policy, available at tern.travel/privacy. Personal information held in the Platform on behalf of a Travel Agency is governed by Section 11 of the General Terms.

14.2 Protection of third-party information. You agree to protect the personal information of other travelers with at least the same degree of care you apply to your own confidential information, and, to the maximum extent permitted by law, you assume all liability for the misuse, loss, or unauthorized transfer of such information by you.

14.3 Communications about your reservation. Tern will send you communications relating to your reservation, including the Booking Confirmation, changes, cancellations, and refunds. Marketing communications from a Travel Agency or advisor are sent by that Agency or advisor on its own behalf and are governed by its own terms and Section 12.3 of the General Terms.

15. Dispute resolution; governing law

15.1 Dispute resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or any reservation is resolved as provided in Section 20 of the General Terms (Dispute Resolution). For Travelers, that Section provides for individual arbitration and waives class actions and jury trials, subject to its opt-out, small-claims and mandatory-law exceptions. Disputes between Tern and a Travel Agency are resolved in the courts identified in that Section.

15.2 Governing law. These Terms, and any claim arising out of or relating to them or any reservation, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, as provided in the General Terms, without depriving a Traveler of the protection of mandatory consumer law where they live.

16. Support, notices, and complaints

16.1 Support. Questions and complaints relating to a reservation should be directed to Tern at support@tern.travel, or at the other contact details in Section 24 of the General Terms. Where the reservation was transmitted by a Travel Agency, the Agency may act as its client’s first point of contact, but Tern remains responsible for servicing the reservation.

16.2 Contact with the property. Where the Traveler is at or arriving at the property and needs assistance with the reservation, Tern may contact the property on the Traveler’s behalf to the extent Tern’s arrangements with the Hotel Supplier permit. Tern does not guarantee that the property will respond.

16.3 Property-level issues. Concerns arising during a stay, including room condition, service, noise, maintenance, or safety, should be raised with the property’s management at the time of the stay so the property has an opportunity to remedy them. Failure to raise such concerns with the property during the stay may limit any remedy the Hotel Supplier might otherwise have provided.

17. General

17.1 Entire agreement. These Terms, together with the Booking Confirmation, the applicable Supplier Rules, the General Terms, and the Privacy Policy, constitute the entire agreement between the parties with respect to any reservation, and supersede all prior or contemporaneous communications, representations, and understandings with respect to it. A separate written agreement between Tern and a Travel Agency affects these Terms only as provided in Section 19.2.

17.2 No reliance. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set out in these Terms, the Booking Confirmation, or the Supplier Rules, and in particular that you have not relied on any statement by any Travel Agency or Hotel Supplier as a representation by Tern.

17.3 General provisions. Intellectual property, severability, waiver, assignment, notices, independent parties, third-party beneficiaries, interpretation, and the other general provisions in Sections 13 and 23 of the General Terms apply to these Terms.

17.4 Survival. Any provision that by its nature or express terms imposes obligations beyond termination or expiration of these Terms, including Sections 7, 8, 11, 12, 13, 14, 15, and Part B, survives such termination or expiration.

18. Seller of travel and other registrations

18.1 Tern registrations. Tern Software, Inc. holds, or has applied for, seller of travel registrations as follows:

California seller of travel registration number: 2174900-70
Florida seller of travel registration in process
Hawaii seller of travel registration in process
Washington seller of travel registration number: Unified Business Identifier 606004285 001 0002

Registration as a seller of travel in California does not constitute approval by the State of California.

Part B: Travel Agency Terms

19. Application and acceptance

19.1 Who is bound. These Agency Terms apply to each Travel Agency in addition to Part A. A Travel Agency accepts them through an authorized representative, as a separate acceptance step in the Platform, before any advisor affiliated with it first books a Hotel Accommodation, and in any event before it receives any commission. By accepting, the Agency agrees to them on its own behalf and in respect of every reservation made by it, its employees, its independent contractors, and the advisors affiliated with it on the Platform. The person accepting confirms that they are authorized to sign on behalf of the Agency and to opt its Platform credentials in to hotel booking. The bank account information for Commission must be submitted by an authorized representative of the Agency.

19.2 Relationship to other agreements. These Agency Terms are a separate agreement governing Hotel Accommodations booked through the Platform. Hotel Accommodations are not a service provided under any enterprise, subscription, order form, statement of work, or other agreement between Tern and a Travel Agency or its affiliate, and, as to Hotel Accommodations, these Terms prevail over any such agreement, unless that agreement refers expressly to these Terms and states that it prevails over them.

19.3 Relationship to the General Terms. The General Terms apply to each Travel Agency’s use of the Platform, including the set-off and debit rights in Section 19 of the General Terms, which apply to amounts owed under these Agency Terms.

19.4 Host agencies and similar arrangements. At acceptance, and as updated in the Platform, the Agency states whether it operates under a host agency or similar arrangement. The Agency represents and warrants that no agreement or arrangement it has with a host agency, another agency, an advisor, or any other person prevents it from contracting with Tern for Hotel Accommodations or from receiving Commission from Tern directly, or that it holds every consent needed to do so. The Agency will notify Tern promptly if that changes.

20. Agency accounts and credentials

20.1 Credentials. Account and credential security is governed by Section 5.3 of the General Terms. Each Travel Agency accepts full financial responsibility for every reservation made using its credentials or those of its users, whether or not authorized by the Agency, including reservations made by current or former employees, independent contractors, or any other person, except to the extent a loss is caused by Tern’s breach, negligence, willful misconduct, or a failure of Tern’s platform, payment processing or security.

20.2 Misuse. If Tern reasonably determines that credentials have been misused, shared, or used fraudulently, Tern may suspend or withdraw the credentials, halt bookings, cancel affected reservations, recover from the Agency the cancellation costs and other losses arising from the affected reservations, and pursue any other remedy available at law or in equity.

20.3 Notification. The Agency must notify Tern immediately upon becoming aware of any unauthorized access to or use of its credentials or account.

21. Traveler authorization and disclosure

21.1 Payment authorization. Where a Travel Agency submits a Traveler’s payment information, or causes a Traveler to be charged, the Agency must obtain and keep the Traveler’s express authorization to use that payment method for the full amount charged, and represents and warrants that it has done so and that it has disclosed the total price and the cancellation policy to the Traveler before the charge.

21.2 Evidence. The Agency must retain written evidence of each authorization and disclosure for at least eighteen (18) months after the date of the stay, and must provide that evidence to Tern within five (5) business days of Tern’s request.

21.3 Disclosure to clients. The Agency is responsible for disclosing these Terms, the total price, and the applicable Supplier Rules to its client before booking, for obtaining its client’s agreement to them, and for confirming the accuracy of each reservation against its client’s instructions.

22. Commission

22.1 Commission. Tern pays each Travel Agency the commission shown on the Platform for each Hotel Accommodation booked by the Agency (“Commission”), at the rate displayed for that booking when it is made. Tern is the only party obliged to pay Commission on a Hotel Accommodation.

22.2 When Commission is earned and paid. Commission on a reservation is earned only when the stay is completed. Earned Commission becomes eligible for payout on the first Friday after the stay is completed, and Tern pays all eligible Commission in a weekly payout each Friday to the bank account the Agency has designated in the Platform, in the currency of the reservation or as otherwise stated on the Platform. Where a Friday is not a business day, the payout is made on the next business day.

22.3 No Commission on cancelled or reversed bookings. No Commission is earned on a reservation that is cancelled, refunded, or not completed. Where a reservation is the subject of a Chargeback, Commission on it is withheld under Section 23.3 and is paid only if the Chargeback is resolved in Tern’s favor. Commission paid on a reservation that is later cancelled or refunded, or that is charged back where the Chargeback is not resolved in Tern’s favor, is repayable by the Agency and may be recovered under Section 23.

22.4 Onboarding. Tern may withhold Commission until the Agency has accepted these Agency Terms and provided the tax, identity, and bank account information Tern requires.

22.5 Taxes. The Agency is responsible for all taxes on Commission paid to it, other than taxes on Tern’s net income.

22.6 Amounts held before Commission is earned. Until a stay is completed, no Commission is earned on it, and the amounts from which Commission may later be paid are held to meet Tern’s obligations as seller, including refunds and Chargebacks, subject to any trust, safeguarding or segregation requirement imposed by law. Nothing in these Terms treats funds required to be safeguarded for a Traveler as unrestricted operating funds. Any interest or other return belongs to Tern only to the extent applicable law permits. Once earned, Commission is paid in the payout described in Section 22.2, and no interest accrues on it before payment.

22.7 Attribution and payee. Each booking is attributed to one Agency account at the time it is made, and that attribution governs which Agency is responsible for the booking and entitled to Commission on it. Commission is payable only to the Agency that accepted these Agency Terms for that account, to a bank account and tax identification number in that Agency’s name. Tern is not responsible for any division of Commission between an Agency and its host agency, other agencies, or advisors. Section 8.8 of the General Terms applies to competing claims to Commission. This Section 22.7 does not limit any incentive, override or similar payment that Tern agrees in a separate written agreement to make to an Agency; unless that agreement says otherwise, Sections 22.3 and 23 apply to the payment as they apply to Commission.

23. Chargebacks, losses, and set-off

23.1 Agency responsibility. The Agency is responsible for, and will pay Tern on demand, the amount of every Chargeback on a reservation made by the Agency or under its credentials, together with any related fraud loss, cost, or expense, and any amount a Hotel Supplier recovers from Tern because of an act or omission of the Agency or its users, except to the extent caused by Tern’s breach, negligence, or willful misconduct, or by a failure of Tern’s platform, payment processing, or security. The Agency is not responsible under this Section 23.1 for refunds Tern makes under Section 8.5 or because of a pricing error by Tern.

23.2 Set-off. Tern may withhold and set off any amount owed to it by the Agency under these Terms or the General Terms, including amounts described in Section 23.1 and amounts a Hotel Supplier claws back or sets off against Tern in respect of the Agency’s reservations, against any Commission or other amount Tern owes the Agency, as provided in Section 19 of the General Terms.

23.3 Chargeback withholding. Where a Chargeback is received on a reservation, Tern may withhold the amount of that Chargeback, and any related fee, from Commission payable to the Agency until the amount is withheld in full. Tern will tell the Agency when it withholds an amount under this paragraph and which Chargeback it relates to. The withholding applies to that Chargeback only and is not a reserve against the Agency’s future Commission. If the Chargeback is resolved in Tern’s favor, Tern will pay the withheld amount to the Agency in its next payout after the card network’s decision. If the Chargeback is lost, Tern applies the withheld amount against the Agency’s liability under Section 23.1 and promptly releases any excess. The Agency owes only the remaining unpaid amount, and Tern may not recover the same loss twice.

23.4 Payment after payout. Any amount not recovered by set-off is payable by the Agency within ten (10) days of Tern’s invoice.

23.5 Cooperation. The Agency will cooperate with Tern in responding to any Chargeback or payment dispute, including by providing the evidence described in Section 21.2.

24. Agency obligations

24.1 Distribution only on the Platform. The Agency may book and present Hotel Accommodations only through the Platform. The Agency may not present Hotel Accommodations, rates, or availability through its own website, application, embedded widget, white-label or agency-branded storefront, portal, or any other channel, and may not sublicense or resell them, except as Tern expressly authorizes in writing.

24.2 Rate confidentiality and restricted rates. Net rates and other confidential rate information made available through the Platform are Tern’s confidential information. The Agency may not disclose them to any hotel or accommodation provider or other third party, except as necessary to complete and service a reservation, and any disclosure outside that exception is a material breach of these Terms. Where the Platform identifies a rate as available only as part of a package or subject to other restrictions, the Agency may not offer or sell it except as so identified.

24.3 Compliance and conduct standards. The Agency will comply with all laws applicable to its activities, including consumer-protection, advertising, privacy, data-protection, anti-bribery, sanctions, and seller-of-travel laws, and with the supplier and conduct standards in Schedule 1 to the General Terms, as updated from time to time.

24.4 Agency registrations. Each Travel Agency is solely responsible for obtaining and maintaining all licenses, registrations, bonds, trust accounts, and insurance required by applicable federal, state, and local law in connection with its own activities, including any seller-of-travel registration, and for all required consumer disclosures to its own clients. Tern’s registrations do not cover, and may not be relied upon or held out as covering, the activities of any Travel Agency.

24.5 Insurance. The Agency will maintain, with reputable insurers, professional liability (errors and omissions) insurance in commercially reasonable amounts for its business, and will provide evidence of that coverage on Tern’s request.

24.6 Traveler data. Where a Travel Agency provides Tern with personal information relating to a Traveler, the Agency represents and warrants that it has provided all required notices, including that the information will be shared with Tern and with the Hotel Suppliers that provide the reservation, some of which may be located outside the Traveler’s country, that it has a lawful basis for the disclosure, and that it has obtained any consent required by applicable law. Tern processes that information to make, pay for, confirm, change, cancel, and service the reservation, to process payments and prevent fraud and Chargebacks, to share it with Hotel Suppliers, to comply with law, and to report to the Agency, as an independent controller under its Privacy Policy.

24.7 Agency-related refunds. Where a reservation was transmitted by a Travel Agency, Tern may, at its discretion, communicate refund outcomes through that Agency. Tern has no responsibility for an Agency’s failure to remit to its client any amount the Agency receives, or for an Agency’s own fees retained from a refund.

24.8 No holding out. No Travel Agency may represent itself as an agent, partner, representative, or authorized reseller of Tern, or use Tern’s names, marks, or logos in a manner suggesting sponsorship or endorsement, except as permitted by Section 13 of the General Terms.

25. Agency indemnification

25.1 Indemnification by the Travel Agency. Each Travel Agency agrees to defend, indemnify, and hold harmless the Tern Parties from and against all claims, demands, actions, proceedings, liabilities, losses, damages, fines, penalties, taxes, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) the Agency’s breach of these Terms; (b) any act, omission, error, misstatement, advice, or omission to disclose by the Agency or any of its employees, independent contractors, or affiliates; (c) the Agency’s failure to disclose to its client, or to obtain its client’s agreement to, these Terms, the total price, or the applicable Supplier Rules; (d) any transaction submitted without valid authorization from the Traveler; (e) any claim brought against Tern by the Agency’s client, including any claim that the Agency is or was acting as Tern’s agent or representative; (f) the Agency’s own fees, markups, terms, refund practices, or handling of client funds; (g) any misuse or sharing of Agency credentials; (h) the Agency’s failure to hold and maintain any license, registration, bond, trust account, or seller-of-travel registration required by applicable law; (i) the Agency’s violation of any applicable law, including consumer-protection, advertising, privacy, data-protection, and seller-of-travel laws; (j) any Chargeback or other amount for which the Agency is responsible under Section 23.1; and (k) any claim by a host agency, another agency, an advisor, or any other third party to Commission that Tern pays under these Agency Terms, or arising from the Agency’s arrangements with any of them. This indemnity does not apply to the extent a loss is caused by Tern’s breach, negligence, or willful misconduct, or by a failure of Tern’s platform, payment processing, or security.

26. Suspension and termination

26.1 Suspension of booking privileges. Tern may suspend or restrict a Travel Agency’s ability to book Hotel Accommodations, or withhold Commission, where Tern reasonably believes the Agency has breached these Terms, where Chargebacks or losses on the Agency’s reservations exceed levels Tern considers acceptable, or where required by a Hotel Supplier, a payment provider, or law.

26.2 Termination. Either party may stop the Agency’s participation in hotel booking on notice. Termination does not affect reservations already confirmed, the Agency’s obligations under Sections 21, 23, and 25, Tern’s obligation to pay earned Commission, or Tern’s rights of set-off, each of which survives. Suspension alone does not forfeit earned Commission; any withholding must comply with Sections 22 and 23 and Section 8.8 of the General Terms.