Tern's Terms of Service

1. Who we are and what these Terms cover

1.1 Tern Software, Inc. (“Tern,” “we,” “us,” “our”) operates a travel platform at tern.travel and through the Tern mobile application (together with the related websites, applications, booking interfaces, application programming interfaces and services, the “Platform”). These Terms of Service (these “Terms”) govern your access to and use of the Platform and everything we make available through it (the “Services”). They are a binding contract between you and Tern. These Terms are posted at tern.travel/terms-of-service.

1.2 These Terms are the general terms for the whole Platform. Some products have their own terms, which form part of these Terms and are listed in Section 3.3 (the “Product Terms”). Where Product Terms apply, Section 22 sets out which document governs each matter.

1.3 Important. Section 20 contains a mandatory pre-dispute notice requirement that applies to everyone, and a binding individual arbitration agreement, a jury trial waiver and a class action waiver that apply to Travelers and to individuals using the Services in a personal capacity. The arbitration agreement does not apply to Travel Agencies or to Advisors acting for their business, whose disputes go to court. Sections 15 and 16 limit our liability. Section 9 explains that payment services are provided by our licensed payments provider and not by Tern. Please read them.

2. Definitions

2.1 In these Terms and in every set of Product Terms, unless the Product Terms say otherwise:

• “Travel Advisor” or “Advisor” means an individual who uses the Platform to plan, book or sell travel for others, whether independently, as an employee or independent contractor of a Travel Agency, or both.
• “Travel Agency” or “Agency” means a business, including a host agency, that uses the Platform, holds Platform credentials, enables Advisors under its credentials, or transmits or facilitates a booking for a Traveler. Where Product Terms use “Travel Agency” to include Advisors, that meaning applies within those Product Terms.
• “Host Agency” means a Travel Agency under whose credentials, registrations or supplier relationships another Travel Agency or an Advisor operates.
• “Traveler” means an individual who books, or is booked, travel through the Platform, and each person named on a booking.
• “Travel Supplier” means a hotel, lodging property, wholesaler, bed bank or other provider of a travel service.
• “Booking Terms” means Tern’s Terms and Conditions of Hotel Booking, which govern hotel accommodations Tern sells as seller and merchant of record.
• “Booking Confirmation” and “Supplier Rules” have the meanings given in the Booking Terms.
• “Chargeback” means any reversal, retrieval, dispute or chargeback of a payment initiated by a cardholder, issuer, payment network or payment provider, and any related fee, fine or assessment.
• “Payments Provider” means the licensed provider of payment services identified in Section 9.2, and its banking partners.
• “Tern Parties” means Tern and its officers, directors, employees, agents, affiliates, licensors and service providers.
• “you” means the person using the Services and, where you use them on behalf of a business, that business.

2.2 One person, more than one role. A person may hold more than one role, and an Advisor may be affiliated with more than one Travel Agency. Where these Terms impose an obligation on a role, it applies to you when you are acting in that role. Each booking made through the Platform 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 any commission on it.

3. Our role, which depends on the product

3.1 Our roles. Tern acts in the following capacities, depending on the product you use.

3.2 How you know which applies to a booking. Where Tern is the seller of a hotel accommodation, checkout and the Booking Confirmation identify Tern as the supplier, and the Booking Terms apply. Where a Travel Supplier contracts with the Traveler directly, such as a hotel brand with which Tern has a direct arrangement, checkout and the Booking Confirmation identify that Travel Supplier (for example, “booked via” the hotel brand), and its own terms apply to the travel service.

3.3 Product Terms. The following form part of these Terms and apply only if you use the product concerned and Tern has made them available to you: the Booking Terms; and, when Tern’s Points Program is available, the Points Program Terms. Our Privacy Policy at tern.travel/privacy describes how we handle personal information and is incorporated into these Terms by reference; it is not Product Terms for the purposes of Section 22. Points are governed by the Points Program Terms. Other incentive credits, rewards and commission overrides are governed by the terms of the program or separate agreement under which Tern offers them. Their permitted uses, transfer restrictions and any right to payment are determined by those terms.

3.4 What Tern is not. Except where Tern sells a hotel accommodation under the Booking Terms, Tern does not own, operate, control or supervise any travel service and is not responsible for the acts or omissions of any Travel Supplier, Travel Agency or Travel Advisor. Nothing in these Terms makes Tern a partner, joint venturer, employer or agent of any of them.

4. Accepting these Terms, electronic records, and changes

4.1 Acceptance. You accept these Terms by affirmatively indicating acceptance when you create an account, when we ask you to, or, if you are a Traveler booking without an account, at checkout, and by using the Services after doing so. If you accept on behalf of a business, you represent that you have authority to bind it.

4.2 Separate acceptance steps. Some Product Terms require their own acceptance. A Traveler accepts the Booking Terms at checkout. A Travel Agency accepts the agency part of the Booking Terms through an authorized representative as a separate step before any of its Advisors first books a hotel accommodation Tern sells, and in any case before it receives any commission. An Advisor gives any authorization under Section 9.9(b) as a separate step. Before a Travel Advisor or Travel Agency first earns or applies points, Tern presents the Points Program Terms and obtains acceptance through enrollment or another affirmative action. Each acceptance or authorization is its own electronic signature.

4.3 Electronic transactions, signatures and records. You consent to transact with us electronically. You agree that your click, tap or other affirmative action indicating acceptance or authorization is your electronic signature and has the same effect as a handwritten signature, and that the records we keep electronically satisfy, to the extent the law allows, any requirement that an agreement, authorization, notice or disclosure be in writing. This consent covers these Terms, any Product Terms and all agreements, authorizations, notices, disclosures and other records we provide in connection with your account and the Services, for as long as you use them. Where the law requires us to give you information in writing, we will give it to you electronically in a form you can print or save. You may ask for a paper copy of any record, at no charge, by writing to us at the address in Section 24. You may withdraw this consent at any time, at no charge, by writing to us at the address in Section 24 or by closing your account. Withdrawal does not affect any booking, authorization or record made before you withdraw, and if you withdraw we may no longer be able to provide some or all of the Services to you and may close your account. To receive and keep records electronically you need a device with a current web browser or the Tern app, an email address you can access, and software that can open, print or save PDF files. Please keep your email address current in your account settings, or tell us of a change by writing to the address in Section 24.

4.4 Changes to these Terms. We may revise these Terms. We will give notice of a revision by email to the address on your account or by notice in the Services, and the notice will state the date the revision takes effect. For a revision that materially affects your rights or obligations, that date will be at least ten (10) days after the notice. We may ask you to accept a revision affirmatively, and if we do, we will ask you before you next use the Services after the revision takes effect. Continuing to use the Services after the date a revision takes effect is acceptance of it. If you do not accept a revision that materially affects your rights or obligations, you may close your account and receive a pro rata refund of any prepaid subscription fees for the unused part of the period. A revision required by law, by a payment network or the Payments Provider, or to address a security risk may take effect on shorter notice where that is necessary. A revision does not change a booking already confirmed or an authorization already given.

4.5 Records of acceptance. We keep a record of which version of these Terms and of any Product Terms you accepted, and when.

5. Your account

5.1 Eligibility. You must be at least eighteen (18) years old and able to form a binding contract to hold an account. You may not use the Services if you are, or act for, a person that is the subject of sanctions administered by the United States, Canada, the United Kingdom, the European Union or the United Nations, or located in a country or region subject to comprehensive sanctions. The Services are not currently offered to Advisors or Agencies whose principal place of business is in Quebec. The Services are not directed to children.

5.2 Accuracy. Information you give us must be true and complete, and you must keep it current, including your business, tax, bank and registration details.

5.3 Credentials and account security. Your account is personal and not transferable. Do not share credentials, except as Section 5.5 provides. You are responsible for all activity under your account and credentials, including activity through any Travel Supplier or partner portal made available to you through the Platform, whether or not you authorized it, except to the extent it results from Tern’s breach of these Terms, negligence or willful misconduct, or a failure of Tern’s security. You must tell us promptly if you believe your account or credentials have been accessed without authority. An Agency is responsible for the accounts it enables and for removing access promptly when an Advisor or employee leaves.

5.4 Suspension and termination of access. We may suspend or limit access to the Services, or close an account, where we reasonably believe there has been a breach of these Terms or of any Product Terms, a risk of loss, fraud or security harm to Tern, a Travel Supplier or any user, or a legal, regulatory, payment network or Payments Provider requirement to do so. Where we suspend an account we will tell you, unless the law or a Payments Provider prevents us, and you may ask us to review the decision by writing to the address in Section 24. Suspension of access to the Platform is also addressed in Section 21.

5.5 Agents and other automated access. You may let software, including an artificial intelligence agent or assistant that you or someone else operates, work in your account, but you do so at your own risk. Letting an agent work in your account does not permit anything Section 6 prohibits. In particular, an agent may not scrape, harvest or extract data by automated means without our written permission, and Section 6.2 applies to the agent’s use of the Services. Giving an agent your credentials, an authentication code or access to your session is sharing your credentials, and as between you and Tern an agent you let into your account acts as you. You are responsible under Section 5.3 for everything the agent does and for everything it can see, copy, store or send, including Your Content, Traveler information, stored payment methods and travel documents, and any booking, payment, cancellation or message made through your account, whether or not you told the agent to do the particular thing and including activity that goes beyond what you meant to authorize. Access obtained solely through an agent you let into your account is not, by itself, a failure of Tern’s security. The exceptions for Tern’s breach, negligence, willful misconduct and security failures in Section 5.3 continue to apply. You remain responsible for protecting Traveler information that you let an agent reach, including the handling of it by the agent’s provider, as Section 7.3 provides. We may monitor for, detect, challenge, limit, require additional authentication for, suspend or block automated or agent-driven activity, and may apply our fraud and transaction monitoring to it as we do to any other activity, without liability, where we reasonably believe it risks loss, fraud or harm to Tern, a Travel Supplier or any user. Sections 9.7 and 19 apply to an agent’s activity as they apply to yours. Tell us promptly if an agent you used has acted without authority or may have exposed information.

6. What you may not do

6.1 General. You may not, and may not permit anyone else to: reverse engineer, decompile or attempt to discover the source code, algorithms or underlying structure of the Platform; send unsolicited, deceptive or unlawful messages through it; misrepresent your identity, affiliation or authority; scrape, harvest or extract data by automated means without our written permission; harass anyone or post unlawful content; introduce malicious code; infringe anyone’s intellectual property or privacy; overload or interfere with the Platform; resell, sublicense or give unauthorized access to it; circumvent any security or access control; present Tern hotel inventory anywhere other than the Platform; or use the Services in violation of law.

6.2 No competitive use. You may not, and may not permit or assist anyone else to:

1. use the Services, or any non-public information about them, to design, develop, train, benchmark, improve or fund a Competing Product;
2. access or use the Services on behalf of, or for the benefit of, any person that operates or is developing a Competing Product, for the purposes of that Competing Product;
3. copy, record or reproduce the Platform’s non-public screens, workflows, data models, documentation or outputs, whether by automated means or by human inspection, or use them or any output of the Services to train a machine learning model, except that you may use, share, keep and export outputs and Your Content in the ordinary course of your business or for your own personal use, such as sending or keeping an itinerary or moving your records to another provider; or
4. if you are an Advisor, Agency or Travel Supplier, publish or disclose benchmarking, performance or evaluation results about the Services without our prior written consent.

“Competing Product” means a software product or service that provides substantially similar functionality to the Platform, including travel CRM, itinerary, booking, back office, payments or marketing software for travel businesses. Operating a travel agency or advisory business is not a Competing Product.

6.3 Your statement about competitive use. When you accept these Terms, and each time you accept a revision, you confirm that you are not accessing the Services for any purpose described in Section 6.2. You must tell us promptly if that changes. A statement that is untrue when given, or that becomes untrue and is not corrected, is a breach of these Terms.

6.4 Confidential information. Non-public features, screens, workflows, documentation, pricing, net rates and data about the Platform and its operation are Tern’s confidential information. You may use them only to use the Services as permitted and may not disclose them. This Section does not cover information that is or becomes public through no fault of yours, that you already knew without a duty of confidence, that you develop independently, or that you receive from someone free to disclose it, and you may disclose confidential information where the law requires, after telling us where you lawfully can. Nothing in this Section 6 restricts any individual from sharing an honest review, opinion or assessment of the Services, or from making any disclosure the law protects.

6.5 Remedies. We may suspend or terminate access under Section 5.4, without advance notice and without liability, where we reasonably believe Section 6.2, 6.3 or 6.4 has been breached. You acknowledge that a breach of those Sections would cause Tern irreparable harm for which damages would not be an adequate remedy, and that Tern may seek injunctive relief in addition to any other remedy. Sections 6.2 to 6.5 survive termination. The limitations in Section 16 do not apply to a breach of Section 6.2, 6.3 or 6.4.

7. Your content, reviews, AI features and links

7.1 Your content stays yours. You keep ownership of the content you put into the Platform (“Your Content”).

7.2 The license you give us. You grant Tern a worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt, transmit and display Your Content for the purpose of operating, securing, supporting and improving the Services and providing them to you and to those you share with, including the Agency you are affiliated with, as your affiliation settings and Section 8.4 provide, and to create de-identified and aggregated data from it as Section 11.4 describes. This license ends when you delete Your Content or close your account (pausing your subscription without closing your account does not end this license), except that it continues, for those purposes only, as needed to complete and support bookings already confirmed and to keep records the law requires, and as to de-identified and aggregated data. Copies retained in backups remain subject to the Data Processing Addendum and its deletion periods where it applies.

7.3 What you promise about it. You have the right to provide Your Content, it does not infringe anyone’s rights, and where it includes another person’s personal information you have the authority, and have given any notice required by law, to provide it.

7.4 Reviews and other user content. Reviews, ratings, comments and other content that users submit reflect the views of the person who submitted them and not Tern’s. We may, but are not required to, review, moderate or remove user content, and we may remove content that breaches these Terms or the law.

7.5 Automated and AI-assisted features. The Services include automated and artificial intelligence-assisted features, including features that read documents, extract information, summarize and draft content, and generate descriptions. Their output can be incomplete or wrong. Review anything you rely on, particularly anything you pass to a Traveler or use in a booking. AI-generated property descriptions are drafted from information already available about the property and are reviewed by a human before they are shown. Tern does not generate property photographs using AI. No AI feature approves, declines, limits, suspends or risk-scores a person or business without a human being able to review and reverse the outcome.

7.6 Third-party links and services. The Services may link to or integrate with third-party websites and services, including Travel Supplier sites, review sites and connected email, calendar and banking accounts. We do not control them, their terms and privacy policies apply to your use of them, and we are not responsible for them.

8. Advisors and Agencies

8.1 Subscriptions and automatic renewal. Access to Advisor and Agency features requires a paid subscription. Your subscription renews automatically at the end of each subscription period for a period of the same length, at the then-current price, and we will charge the payment method on file unless you cancel before the renewal date. You may cancel at any time in account settings or by writing to support@tern.travel, and cancellation takes effect at the end of the then-current period. Except as Sections 4.4 and 21 of these Terms and Section 7.3 of the Data Processing Addendum provide, there is no refund for the unused part of a period. We will send you a reminder before any annual renewal, and will confirm your subscription terms and how to cancel after you subscribe.

8.2 Price changes. We may change subscription fees for a renewal period by giving notice at least thirty (30) days before the renewal date, with the option to cancel before the change takes effect.

8.3 Seats. An Agency subscription is priced by seat. Each Advisor needs a seat and their own account. An Agency may reassign a seat during a term.

8.4 Accounts and data when an Advisor leaves an Agency. An Advisor’s account, meaning the Advisor’s individual login and profile, belongs to the Advisor, and the Advisor may keep it by taking a subscription directly with Tern. An Agency’s subscription and seats remain the Agency’s (Section 8.3). Who may keep or use the client information in it is a separate question. Each of the Advisor and the Agency keeps access to client information only to the extent the controller of that information (which may be the Advisor, the Agency or a Host Agency the Agency acts for), their agreement and the law allow. Subject to that, the Agency keeps access to information attributable to its own business, including bookings made under its credentials and the commission records for them. We are not a party to the agreement between an Advisor and an Agency and will not decide disputes under it. Where they dispute access to client information, we may temporarily restrict the disputed information until we receive joint instructions, a court or arbitral order or another binding resolution, and we will act on any requirement of the law or a regulator in the meantime.

8.5 Your relationships with others. You are responsible for your own agreements with Host Agencies, Agencies, Advisors and Travel Suppliers. By accepting these Terms you confirm that nothing in any of those agreements prevents you from using the Services, or from contracting with Tern and receiving payments from Tern directly, or that you have any consent needed to do so, and you will tell us promptly if that changes. Tern is not responsible for any division of commission or fees between you and a Host Agency, Agency or Advisor.

8.6 Compliance and conduct. You are responsible for your own licensing, registration and regulatory compliance, including any seller of travel registration you are required to hold, and for the accuracy of anything you tell a Traveler. You will conduct your business in accordance with law and with Tern’s supplier and conduct standards set out in Schedule 1, as updated from time to time on notice.

8.7 Your registrations, and Tern’s. Tern’s seller of travel registrations cover Tern’s own sales and do not cover you. You may not use or display Tern’s registration numbers as your own or suggest that Tern’s registrations cover your business. Where you enter your own registration numbers in the Platform, including for display in marketing you send under Section 12.3, you confirm that each is current and accurately stated, you will update or remove it promptly if it changes or lapses, and Tern may suppress a number it reasonably believes is not current.

8.8 Competing claims to commission. Commission on a booking is payable only to the Agency to which the booking is attributed under Section 2.2, and payment to that Agency discharges Tern’s obligation for it. Tern is not required to decide any dispute between Agencies, Host Agencies or Advisors about who is entitled to commission. If, before commission on a booking is paid, Tern receives written notice from another Agency or Host Agency claiming that commission, with reasonable supporting documentation, Tern may hold the disputed commission, and only that commission, until the earliest of: (a) joint written instructions from the claimants; (b) a final order of a court or arbitrator; and (c) thirty (30) days after the notice, if the claimant has not by then started proceedings, in which case Tern will pay the Agency to which the booking is attributed. Tern may instead pay disputed commission into court. An Agency or Advisor that has accepted these Terms and is party to the dispute will indemnify Tern for any costs it incurs because of it, except to the extent they are caused by Tern’s breach, negligence or willful misconduct, and Section 17.3 applies. Nothing in this Section affects a right a person has independently of these Terms. No interest accrues on commission held under this Section.

9. Financial features and payment services

This Section applies if you use invoicing, collections, payment links, the ledger, payouts, service fees, membership fees or any other financial feature (the “Financial Features”). Where you use them, these Terms are your platform agreement with Tern for the Financial Features.

9.1 What Tern provides. Tern provides software that lets you issue invoices and payment links, record and reconcile transactions in a ledger, view balances and payouts, and manage service and membership fees (the “Platform Services”). The fees Tern charges you for the Platform Services, their amounts and the payment methods are those shown in your order, your account settings or at tern.travel/pricing, and are payable to Tern under these Terms. We will give you at least thirty (30) days’ notice of any increase in those fees.

9.2 Who provides the payment services. Payment services available through the Financial Features that are regulated under applicable law are provided by Airwallex US, LLC, a licensed money transmitter (NMLS ID 1928093), and, where applicable, its banking partners identified in the Connected Account Agreement described in Section 9.3, in the United States; and by Airwallex (Canada) International Payments Limited, registered as a money services business with the Financial Transactions and Reports Analysis Centre of Canada under registration number M19395067, in Canada (together with their banking partners, the “Payments Provider”). No such payment services are provided by Tern. Funds in the Financial Features are held by the Payments Provider, not by Tern.

9.3 Your agreement with the Payments Provider. To use the Financial Features you must accept the Payments Provider’s agreement for connected accounts (the “Connected Account Agreement”), which is presented to you in the Platform. Your rights against the Payments Provider are governed by that agreement. The Payments Provider decides, in its discretion, whether to onboard you and on what terms. You authorize Tern to present the Connected Account Agreement to you and to record your acceptance of it.

9.4 Your authorizations to Tern. You expressly authorize and consent to Tern:

1. performing the Platform Services;
2. obtaining your onboarding information and any information required for ongoing due diligence, and providing it to the Payments Provider, its partners and other third-party service providers involved in the Financial Features;
3. fully accessing your account with the Payments Provider, including operating it and giving instructions in relation to it, transferring funds to another connected account, and deducting funds from it, including Tern’s fees and any amount recoverable under Sections 9.7 and 19, on the frequency set out in these Terms or your order, only as needed for a transaction you authorize, a fee disclosed to you, or an amount properly recoverable under these Terms, and subject to the Connected Account Agreement, applicable law and any right you have to withdraw that authority (“Account Deductions”);
4. viewing your account information, including transaction data on your account with the Payments Provider, and sharing that data with the Payments Provider, its partners and other third-party service providers;
5. providing all information necessary, including any information the Payments Provider requires, to allow the Payments Provider to allocate funds it receives into your account or to make payouts to you; and
6. performing all activities the Payments Provider requires in order to provide its services to you, in accordance with its privacy policy.

9.5 Tern’s fees are separate. Tern’s fees for the Platform Services are for the Platform Services only and are unrelated to any fees the Payments Provider charges you for its services, which are set out in the Connected Account Agreement.

9.6 Permitted use, which depends on how you were onboarded.

1. Standard onboarding. You may use the Financial Features for your own business receipts only: marketing fees, service fees and membership fees owed to you. You may not use them for travel funds, meaning any amount paid by or on behalf of a Traveler for a travel service, including deposits, balances and amounts held pending travel.
2. Underwritten onboarding. Where the Payments Provider has underwritten you directly for that purpose and has told you so in writing, you may also process travel funds, subject to the terms of that underwriting.
3. If you are not sure which applies, ask before you process. Using the Financial Features for travel funds without underwriting is a material breach, and we may suspend them immediately.
4. Quebec. The Financial Features are not available to a business whose registered address or principal place of business is in Quebec.

9.7 Losses and Chargebacks. You are responsible for, and will repay Tern on demand, every Chargeback, refund, reversal, fine, fee and loss arising from a transaction on your account or on the account of an Advisor you have enabled, whether or not it was your fault, except to the extent caused by Tern’s breach of these Terms, negligence or willful misconduct, or by a failure of Tern’s platform, payment processing or security. An Agency that enables an Advisor is responsible under this Section for that Advisor’s transactions and warrants that its agreement with the Advisor allows it to pass that responsibility on. Chargebacks on hotel accommodations Tern sells are governed by the Booking Terms.

9.8 Set-off and debit. Section 19 applies to amounts you owe under this Section.

9.9 Service and membership fees deducted from an Advisor.

1. Agency warranty. An Agency that charges an Advisor a membership or other fee, or deducts one from commission otherwise payable to the Advisor, warrants that it has the Advisor’s written authorization and that the deduction is permitted by their agreement and by law, and will indemnify Tern against any claim that it was not, except to the extent the claim results from Tern’s error in executing a valid authorization.
2. Advisor authorization. Where the deduction is executed through the Platform, as it is for membership fees an Agency charges its Advisors, the Advisor authorizes Tern to apply the amount stated, at the frequency stated, to the Agency, and may withdraw that authorization in account settings on notice before the next deduction. We keep a record of each authorization and withdrawal.

9.10 Traveler funds are not yours to use. You may not apply funds provided by or on behalf of a Traveler for a travel booking to any commission, fee or other amount owed to you. Invoice those separately.

9.11 The ledger. The ledger records entries generated by activity in the Services and entries you make. It is a record-keeping tool. You remain responsible for your own books, tax filings and reconciliation.

9.12 Payment card data. Payment card data entered in the Platform is collected and held by a PCI DSS compliant tokenization provider, and Tern holds a token in its place. Card security codes are used only to authorize the payment for which they are collected, are never retained after authorization, and before authorization are retained only where and for as long as applicable payment-network rules and PCI DSS permit, never longer than thirty (30) days.

9.13 Tern’s own fees; changes to providers. Tern’s subscription fees are billed to you by Tern and processed by Stripe, as Tern’s payment processor, and are not deducted from commission. We may change or add payment providers on notice.

9.14 Ending the Financial Features. You may stop using the Financial Features, and end this Section 9 as between you and Tern, on thirty (30) days’ notice in account settings or to support@tern.travel. Ending it also ends your access to the Financial Features, and the Payments Provider’s own terms govern closure of your account with it and the payout of any remaining balance. Amounts you owe under Section 9.7, and Tern’s rights under Section 19, survive.

9.15 Personal information in the Financial Features. Tern accesses, uses, displays and transfers the personal information of you, your owners, representatives and payers that is needed for the Financial Features, including identity and business verification information, bank account details and transaction data, to provide the Platform Services, to share with the Payments Provider for onboarding, due diligence, payment processing and payouts, and for fraud prevention and legal compliance, as described in our Privacy Policy at tern.travel/privacy. You expressly permit that access, use, display and transfer.

10. Travelers

10.1 Where Tern sells the accommodation. The Booking Terms apply and govern the booking.

10.2 Where a third party supplies the travel service. The Travel Supplier’s terms govern that service, and Tern is not a party to them. You should read them before you authorize a booking, and your Advisor is responsible for making them available to you.

10.3 Authorizing a payment. When you authorize a payment, you authorize the amount shown, on the payment method you provide, for the booking or purchase shown.

11. Information held for Agencies and Advisors

11.1 Our role. When an Agency or Advisor puts information into the Platform for its own business, including client records, traveler profiles, itineraries, communications and marketing contacts (“Customer Data”), the Agency or Advisor decides why and how it is used and is the business or controller for it (or, where it acts for another controller, such as a Host Agency, that controller’s processor), and Tern processes it as the Agency’s or Advisor’s service provider and processor. This Section is Tern’s service provider agreement with you for Customer Data.

11.2 How we handle Customer Data. Tern will:

1. process Customer Data only for the following business purposes: hosting, storing and displaying it in your account; performing the features you use, including itinerary building, client records, document parsing, messaging, booking, invoicing, payouts and marketing sends; providing support; securing the Platform and detecting and preventing fraud, abuse and security incidents; debugging and repairing errors; maintaining the quality and safety of the Services and building and improving them, provided that we do not use Customer Data to perform services on behalf of anyone else; and complying with law, in each case as reasonably necessary and proportionate for those purposes (the “Business Purposes”);
2. not sell or share Customer Data, as those terms are defined in the California Consumer Privacy Act;
3. not retain, use or disclose Customer Data for any purpose other than the Business Purposes, including any commercial purpose, or outside the direct business relationship between you and Tern, except as the California Consumer Privacy Act and its regulations expressly permit;
4. not combine Customer Data with personal information we receive from or on behalf of anyone else or collect from our own interactions with the individual, except as those regulations permit;
5. comply with the obligations applicable to service providers and processors under the California Consumer Privacy Act and other applicable privacy laws, provide the same level of privacy protection they require of you, cooperate with you in responding to requests from individuals, and implement reasonable security measures;
6. notify you if we determine that we can no longer meet those obligations;
7. permit you to take reasonable and appropriate steps to confirm that we use Customer Data consistently with your obligations, including ongoing reviews of our security documentation and responses to reasonable questionnaires and the assessments described in the Data Processing Addendum, and, on notice, to stop and remediate any unauthorized use;
8. require our sub-processors, by written contract, to meet obligations no less protective than these, except for the uses of Customer Data by a sub-processor that the Data Processing Addendum discloses, and make our list of sub-processors available to you;
9. notify you without undue delay of a security incident affecting Customer Data;
10. delete Customer Data when you or an individual validly asks us to, or de-identify it where the law permits that in place of deletion, and confirm that we have done so on request; and
11. when your use of the Services ends (which does not include pausing a subscription without closing your account), return and delete Customer Data as Section 11 of the Data Processing Addendum provides, subject to retention required by law.

11.3 Data processing addendum. Tern’s Data Processing Addendum at tern.travel/dpa forms part of these Terms and applies to Customer Data, including the terms that apply where the EU or UK General Data Protection Regulation, US state privacy laws or Canadian privacy law apply.

11.4 Aggregated and de-identified data. Tern may create de-identified and aggregated data from Customer Data and use it to operate, improve and develop the Services and for analysis, including analysis shared with Travel Suppliers, provided it cannot reasonably be linked to you, an Advisor, a Traveler or any other individual or household. We will maintain it in de-identified form, will not attempt to re-identify it, and will contractually require anyone we share it with to do the same. Nothing in this Section, or elsewhere in these Terms, permits a use of information received from Google APIs beyond what the Google API Services User Data Policy, including its Limited Use requirements, allows. Where a separate written agreement with an Agency restricts the use of that Agency’s data under this Section 11, including for analytics, product development or artificial intelligence, that restriction governs, notwithstanding Section 22.

11.5 The boundary. Information Tern receives to make, pay for, confirm, service and support a hotel accommodation Tern sells, and information about you as Tern’s own customer, is not Customer Data. Tern handles it as an independent controller under its Privacy Policy and the Booking Terms.

11.6 Your responsibilities. You are responsible for having a lawful basis, and for giving any notice and obtaining any consent the law requires, for the Customer Data you put into the Platform, including information about Travelers, their companions and children.

12. Communications

12.1 Service messages. We send messages about your account, your bookings, your transactions and these Terms. You cannot opt out of these while you hold an account.

12.2 Marketing from Tern. Tern markets its own services to Advisors, Agencies and Travel Suppliers. You may unsubscribe at any time using the link in the message or in account settings. Tern does not send marketing to Travelers using Customer Data or booking data.

12.3 Marketing you send using Tern. Advisors and Agencies may send marketing to their own contacts using the Platform. When you do, you are the sender of each message, it is sent on your own behalf, and you are responsible for having a lawful basis and any consent required by the law of each recipient’s location, for honoring unsubscribe requests, and for the content of each message. Tern may throttle, suspend or stop sending for any sender, without notice and without liability for lost campaigns, where it reasonably believes the sending breaches these Terms or the law or risks harm to the deliverability or reputation of the Platform’s sending infrastructure.

13. Intellectual property and Tern’s marks

The Platform and everything in it, other than Your Content and content supplied by Travel Suppliers, belongs to Tern or its licensors. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for their intended purpose while these Terms are in force. You may not use Tern’s names, marks or logos, or represent yourself as an agent, partner, representative or authorized reseller of Tern, without our prior written consent, except to state accurately that you use the Platform. If you give us feedback, we may use it without restriction or payment.

14. Mobile applications

14.1 Apple. If you obtained the Tern app from the Apple App Store:

1. these Terms are between you and Tern only, not Apple, and Tern, not Apple, is solely responsible for the app and its content;
2. your license to use the app is non-transferable and limited to Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the app may be accessed by other accounts associated with you through Family Sharing or volume purchasing;
3. Tern is solely responsible for any maintenance and support of the app, and Apple has no obligation whatsoever to provide maintenance or support services for it;
4. Tern is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any purchase price you paid for the app; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to a warranty are Tern’s responsibility, to the extent these Terms do not limit them;
5. Tern, not Apple, is responsible for addressing any claims by you or a third party relating to the app or your possession or use of it, including product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, and claims under consumer protection, privacy or similar legislation;
6. if a third party claims that the app or your possession and use of it infringes that third party’s intellectual property rights, Tern, not Apple, is solely responsible for the investigation, defense, settlement and discharge of that claim;
7. you represent that you are not located in a country subject to a US government embargo or designated by the US government as a “terrorist supporting” country, and are not on any US government list of prohibited or restricted parties;
8. questions, complaints or claims about the app may be sent to Tern at the address and email in Section 24, or by telephone at the number in Section 24;
9. you must comply with any applicable third-party terms, such as your wireless data service agreement, when using the app; and
10. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the app, and on your acceptance of these Terms Apple will have the right, and will be deemed to have accepted the right, to enforce them against you as a third-party beneficiary.

14.2 Google. If you obtained the Tern app from Google Play, you must also comply with the Google Play Terms of Service, and Google is not responsible for the app.

15. Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, the Tern Parties disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement, and do not warrant that the Services will be uninterrupted, secure or error-free or that content on the Platform is accurate or complete. Nothing in this Section limits any warranty that cannot be excluded by law, or any obligation Tern has as seller under the Booking Terms.

16. Limitation of liability

16.1 Scope. This Section governs claims relating to the Platform and the Services. Claims arising from a hotel accommodation Tern sells are governed by the limitations in the Booking Terms, and not by this Section.

16.2 Excluded losses. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption.

16.3 The cap.

1. Advisors, Agencies and Travel Suppliers. The Tern Parties’ total liability arising out of or relating to these Terms and the Services will not exceed the greater of the fees you paid Tern in the twelve (12) months before the event giving rise to the claim and one hundred US dollars (USD 100).
2. Travelers and other individuals. The Tern Parties’ total liability arising out of or relating to these Terms and the Services will not exceed the greater of the amount you paid Tern in the twelve (12) months before the event giving rise to the claim and one hundred US dollars (USD 100).

16.4 What this Section does not limit. Nothing in this Section limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for a party’s indemnity obligations, for your payment obligations, for a breach of Section 6.2, 6.3 or 6.4, or for any liability that cannot be limited by law.

17. Indemnity

17.1 Advisors, Agencies and Travel Suppliers. You will indemnify the Tern Parties against claims, losses and costs arising from your breach of these Terms or any Product Terms, Your Content, your use of the Services, your violation of law or anyone’s rights, the travel services you sell, the advice you give, and any claim by a Host Agency, Agency or Advisor arising from your arrangements with it, except to the extent the claim or loss is caused by Tern’s breach of these Terms, negligence or willful misconduct, or by a failure of Tern’s platform, payment processing or security.

17.2 Travelers and other individuals. If you are a Traveler, or an individual using the Services in a personal capacity, you will indemnify the Tern Parties against claims by third parties arising from your breach of these Terms, your misuse of the Services or your violation of law or anyone’s rights, except to the extent the claim is caused by Tern.

17.3 Procedure. We will tell you promptly of a claim. Tern may control the defense of any claim, with counsel of its choice, and you will cooperate; if Tern allows you to control the defense of a claim that concerns only your indemnity, you may not settle it without Tern’s consent, and Tern will not settle without your consent where the settlement admits your liability or requires you to pay money or take or stop any action. You will not be liable twice for the same loss under this Section and Sections 9.7 and 19.

18. Tern’s seller of travel registrations and disclosures

18.1 Registrations. Tern sells hotel accommodations to Travelers as seller and merchant of record under the Booking Terms, and holds, or has applied for, seller-of-travel registrations as follows:

California, registration number 2174900-70; Washington, Unified Business Identifier number 606004285 001 0002. Registration is in process in Florida and in Hawaii. Tern will add further state registrations here as they are obtained.

18.2 Where the law requires more. Where the law of a Traveler’s state requires Tern to make a disclosure before accepting payment for a travel service, including disclosures about registration, trust accounts or bonds, restitution fund participation, and cancellation and refund rights, Tern makes that disclosure before accepting payment, in the checkout flow or the Booking Terms, and also in the Booking Confirmation where the law requires.

18.3 Registrations of Advisors and Agencies. Section 8.7 applies.

19. Set-off and debit

19.1 This Section applies to every Advisor and Agency, whether or not you use the Financial Features. You authorize Tern to recover any amount you owe Tern under these Terms or any Product Terms, including amounts you owe under Section 9.7 and under the agency part of the Booking Terms. Those include an amount a Travel Supplier or the Payments Provider claws back, charges back or sets off against Tern in respect of your bookings or transactions, to the extent you are responsible for it under Section 9.7 or the Booking Terms, and not to the extent it was caused by Tern’s breach, negligence or willful misconduct or by a failure of Tern’s platform, payment processing or security. Tern may recover only from funds that belong to you, and never from funds held for a Traveler or for another person, by: (a) setting it off against any commission, payout or other amount Tern owes you, before that amount is paid; and (b) Account Deductions under Section 9.4(c) from any account you hold with the Payments Provider, to the extent the Connected Account Agreement permits.

19.2 Tern will tell you what it has set off or deducted and why, and will give you reasonable supporting information on request. This Section survives termination of these Terms and of Section 9.

20. Disputes

20.1 Talk to us first. Before starting any arbitration or court proceeding, the party with the dispute must send the other a written notice describing the dispute and the relief sought, to Tern at the address in Section 24 or to you at the email on your account, and the parties must try in good faith to resolve it for sixty (60) days. Any limitation period is tolled during that time. This does not prevent either party from seeking urgent injunctive relief, or from bringing a claim the law does not allow to be delayed.

20.2 Travelers and individuals: arbitration. If you are a Traveler, or an individual using the Services in a personal capacity, you and Tern agree that any dispute arising out of or relating to these Terms, any Product Terms, the Services or any booking will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. You and Tern each give up the right to a jury trial and the right to participate in a class, collective or representative action or arbitration. The arbitrator may award relief only on an individual basis. The arbitration will take place in the county where you live or by video conference, unless you and Tern agree otherwise, and fees are allocated as the AAA’s Consumer Arbitration Rules provide. The Federal Arbitration Act governs this Section 20.2.

1. Small claims. Either party may instead bring a qualifying claim in small claims court, including the Justice of the Peace Court of the State of Delaware or the small claims court for the county where you live.
2. Opt out. You may opt out of this Section 20.2 by writing to us at the address in Section 24 within thirty (30) days of first accepting these Terms, giving your name, the email address on your account and a statement that you are opting out. Opting out does not affect anything else in these Terms. If you opt out, or this Section 20.2 does not apply to a dispute, the dispute will be brought in the courts named in Section 20.3, except where the law where you live gives you the right to bring it in your local courts.
3. Mass filings. If twenty-five (25) or more similar demands are filed by or with the coordination of the same counsel within any ninety (90) day period, they will be administered in batches of no more than one hundred (100). One arbitrator will be appointed for each batch and will decide each claim in it individually, on its own facts. The AAA will set the order in which batches proceed, and fees will be charged under the AAA’s fee schedule for mass filings. The limitation period is tolled for demands awaiting a batch. The outcome of a batch binds only the claimants in it, unless the parties to other claims agree otherwise.
4. If the AAA will not administer. If the AAA declines in writing to administer a dispute or a batch under this Section 20.2, and the parties do not agree on another administrator within thirty (30) days after that notice, the dispute will be resolved in the courts named in Section 20.3, except where the law where you live gives you the right to bring it in your local courts, and the class action waiver still applies to the extent the law allows. Any limitation period is tolled from the filing of the demand until thirty (30) days after the parties’ time to agree on another administrator ends.
5. If the class waiver fails. If the waiver of class, collective or representative proceedings is found unenforceable as to a claim, that claim will proceed in court and not in arbitration.
6. If you live outside the United States. This Section 20.2 applies to the extent the law where you live allows. Where that law prohibits, in a consumer contract, an agreement made before a dispute arises to arbitrate or to give up the right to bring or take part in a class action, as the law of Quebec does, this Section 20.2, including the jury trial and class action waivers, does not apply to you, and you and Tern may agree to arbitrate a dispute after it has arisen. Section 20.1 applies to the extent that law allows.
7. Public injunctive relief. Nothing in this Section 20.2 waives a claim for public injunctive relief that cannot be waived under applicable law. Such a claim will not be arbitrated; it will be brought in the courts named in Section 20.3, except where the law where you live gives you the right to bring it in your local courts. To the extent applicable law permits and the court hearing that claim determines it is appropriate, that claim may be stayed pending the arbitration of any other claim between the same parties that is then being arbitrated and arises from the same or related facts. This Section 20.2 otherwise remains in force, including as to every other claim.

20.3 Travel Agencies and Advisors: court. Disputes between Tern and a Travel Agency, or an Advisor acting for their business, are not subject to arbitration and will be brought exclusively in the state or federal courts located in New Castle County, Delaware, to whose jurisdiction both parties submit.

20.4 Governing law. Delaware law governs these Terms and any dispute arising out of or relating to them, without regard to its conflict of laws rules. This does not deprive you of the protection of any mandatory consumer law of the place where you live.

20.5 Time limit. A claim must be brought within one (1) year after it accrues, or such longer period as the law of your jurisdiction requires. Claims arising from a hotel accommodation Tern sells are subject to the limitation period in the Booking Terms.

21. Suspension and termination

Either of us may end these Terms at any time: you by closing your account, and Tern where you are in material breach, where there is a risk of loss or legal exposure, or on thirty (30) days’ notice for any other reason. Pausing your subscription without closing your account does not end these Terms. If Tern ends these Terms on notice for any other reason, it will refund any prepaid subscription fees for the unused part of the period, and you may export Your Content during the notice period. Section 11 of the Data Processing Addendum governs the return and deletion of Customer Data when your use of the Services ends. Termination does not affect bookings already confirmed, which remain governed by the applicable Product Terms. Sections 6.2 to 6.5, 7.2 (as to de-identified and aggregated data and retained copies), 9.7, 9.9(a), 11, 13, 15, 16, 17, 19, 20, 22 and 23, and any other provision that by its nature should survive, survive termination.

22. Which document governs

If documents conflict, the following order applies, each only as to the matters it addresses: (a) the Booking Confirmation, as to the essential elements of a hotel booking; (b) the Supplier Rules, as to the operational conditions of a stay; (c) the Product Terms, as to their product; (d) these Terms, as to everything else. A separate written agreement between Tern and a Travel Agency varies these Terms or any Product Terms only if it refers to them expressly and states that it prevails over them. The Points Program Terms govern the earning, use, return and expiration of Points; the Booking Terms govern the hotel sale, cash charges and entitlement to a booking refund. No Booking Confirmation or Supplier Rule overrides a mandatory legal right or Tern’s express refund obligations. Nothing in this Section changes the order of precedence in a signed agreement, or in a data processing agreement, that states it prevails over these Terms.

23. General

These Terms, together with the Product Terms, are the entire agreement between you and Tern about the Services. We may assign them in connection with a merger, acquisition, financing or sale of all or part of the business; you may not assign them without our consent. If a provision is unenforceable, it will be enforced to the maximum extent permissible and the rest stands. Our failure to enforce a provision is not a waiver. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship. Except as Sections 14.1(j), 15, 16 and 17 provide for Apple and the Tern Parties, there are no third-party beneficiaries. Notices to you may be given by email to the address on your account or in the Services. Headings are for convenience only, and “including” means “including without limitation.” Neither party is liable for failure to perform, other than payment obligations, caused by events beyond its reasonable control.

24. Contact

Tern Software, Inc., 1111B S Governors Ave #6194, Dover, Delaware 19904. support@tern.travel. Telephone: +1 (607) 388-5685.

Schedule 1. Supplier and conduct standards

Everyone who sells or books travel through the Platform agrees to:

1. comply with applicable law, including consumer protection, privacy, anti-spam, seller of travel, tax and licensing laws;
2. comply with anti-bribery and anti-corruption laws, and not offer or accept any improper payment or benefit in connection with the Platform;
3. comply with applicable sanctions and export control laws, and not book for or on behalf of a sanctioned person;
4. deal honestly and fairly with Travelers and Travel Suppliers, describe travel services accurately, and disclose the total price and material conditions before a Traveler commits;
5. treat people with respect, and not discriminate unlawfully or engage in harassment, forced labor, child labor or human trafficking, or knowingly support anyone who does;
6. protect the personal information and payment data entrusted to them; and
7. comply with any additional standards a Travel Supplier requires of distributors of its inventory, as Tern notifies them.