Deal Flow Platform Membership Terms of Use

Deal Flow Platform Terms of Use
Last Updated: 4/20/17

These Terms of Use (the “Terms of Use”) is entered into by and between Travel Startups Incubator, LLC (“TSI”), and its users (“you”), with regard to use of the Deal Flow Platform owned and operated by TSI, hereinafter referred to as “Deal Flow Platform”, accessed via http://travelstartups.net. All current and future members of the TSI Deal Flow Platform are also referred to herein as “Member” or “Members”.

By registering, browsing, searching, entering discussions or using the http://travelstartups.net website and at all times during your membership, you represent that you have read, understand and agree to be bound by these Terms of Use. If you do not agree to these terms, please terminate your account(s), if any, and cease all use of the Deal Flow Platform and its services.

Introduction of the Deal Flow Platform
The Deal Flow Platform is a professional network facilitating the exchange of professional and personal information between individual people and companies with the goal of conducting business between two or more parties. This socialization and networking may include searching the database of companies Deal Flow Rooms, reading profile pages of other members Deal Flow Rooms, adding personal and business materials and content to your Deal Flow Room and communicating with members and TSI staff through chat, discussion rooms, messaging and email via the Deal Flow Platform.

The Deal Flow Platform works as an online network composed of Deal Flow Rooms (company and individual profiles) bringing together individuals and companies in the travel industry to facilitate networking for fundraising, business development deals, pilots and testing, technology integrations and licensing and mergers and acquisitions. Our match making algorithm helps find matches between members.

Introduction of Deal Flow Rooms
Deal Flow Rooms are profiles of companies and individuals, managed by Members. A Member claims a Deal Flow Room as its company’s profile and adds content, personal and business materials to the Deal Flow Room for other Members to view and to connect. Deal Flow Rooms should include public information. Any private information that you do not want to share with Members should not be published in your Deal Flow Room.

Introduction of Discussion Rooms

Discussion Rooms are chat rooms where two or more members can have a discussion about each other’s products and services. To start a discussion a member clicks, “Request a Discussion” on a Deal Flow Room. The Deal Flow Room member will receive a request to accept the discussion. Once accepted, a Discussion Room is created and the requestor and the receiver can then have a discussion. By default, TSI is automatically invited to each Discussion Room to act as a facilitator to move the discussion forward.

The Deal Flow Platform provides to its members, benefits such as but not exclusive to:

  • Ability to search and filter the database of companies and individuals.
  • Ability to Request a Discussion with a Deal Flow Room and Receive a Request for a Discussion from a Deal Flow Room.
  • Create collections or bookmarks of companies and individuals of interest.
  • Ability to build connections with members through chat, discussions, messaging and connections.
  • Invitations to attend in-person workshops and events.
  • Promotional, marketing and PR opportunities to be highlighted as Deal Flow Platform member.

Membership
We offer four memberships. Startup Basic, Startup Premium, Corporate/Investor Basic and Corporate/Investor Premium. Features and services included for each membership are included in Exhibit A.

Basic Terms

  • You must be at least 18 years old to use the Deal Flow Platform
  • You are responsible for any activity that occurs through your account, and you agree you will not sell, transfer, license or assign your account, your collections or bookmarks of companies and individuals, username, or any account rights. You agree that you will not create an account for anyone other than yourself.
  • You agree that you will not solicit, collect or use the login credentials of any Members.
  • You are responsible for keeping your password and other login credentials secure.
  • You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities.
  • You may not use the Deal Flow Platform for any illegal or unauthorized purposes. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Deal Flow Platform and your Content (defined below), including but not limited to, securities and copyright laws.
  • You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Deal Flow Platform.
  • You must not change, modify, adapt or alter the Deal Flow Platform.
  • You must not create or submit unwanted email, comments, or other forms of commercial or harassing communications (a/k/a “spam”) to other Members.
  • You must not interfere or disrupt the Deal Flow Platform or servers or networks connected to the Deal Flow Platform.
  • You must not create accounts with the Deal Flow Platform through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
  • You must not attempt to restrict another Member from using or enjoying the Deal Flow Platform, nor facilitate violations of these Terms of Use.

General Conditions

  • We reserve the right to modify or terminate the Deal Flow Platform or your membership to the same and your username for any reason, without notice, at any time, and without liability to you. You can deactivate your account by emailing platform@travelstartups.net and requesting your account to be deleted. If we terminate your access to the Deal Flow Platform or you deactivate your account, your user content, and all other data will no longer be accessible through your account, but those materials and data may temporarily persist and appear within the Deal Flow Platform.
  • We grant you the license to use the Deal Flow Platform. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
  • We reserve the right, in our sole discretion, to change these Terms of Use (“Updated Terms”) from time to time by posting new Terms of Use to this URL and using reasonable efforts to notify you via the email attached to your membership account, or any other email you have directly provided to us. You agree that we may notify you of the Updated Terms by posting them on the Deal Flow Platform, and that your use of the same after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Deal Flow Platform. The Update Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Deal Flow Platform from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
  • We may, but have no obligation to, remove, edit block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Use.
  • You are solely responsible for your interaction with other Members, whether online or offline. You agree that TSI is not responsible or liable for the conduct of any Member. TSI reserves the right, but has no obligation to monitor or become involved in disputes between you and other Members. Exercise common sense and your best judgment when interacting with Members, including when you submit or post Content or any personal or other information.
  • We prohibit crawling, scraping, caching or otherwise accessing any content on the Deal Flow Platform via automated means, including but not limited to, Member profiles

Release
If any Member has a dispute with one or more other Members, the dispute shall be handled and resolved between such parties, and such Member releases TSI (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Not a Financial Planner, Broker, Broker-Dealer or Tax Advisor
NEITHER TSI NOR THE DEAL FLOW PLATFORM ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. TSI IS NOT A FINANCIAL PLANNER, BROKER, BROKER-DEALER OR TAX ADVISOR. The Deal Flow Platform is intended only to assist you in your professional networking and is broad in scope. Accordingly, before making any final decisions or implementing any financial strategy based on any networking you conduct through the Deal Flow Platform you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your circumstances.

Indemnity
You agree to indemnify, defend and hold TSI, its members, partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses incurred by TSI regarding the Deal Flow Platform, due to or arising out of your breach of these Terms of Use, including but not limited to members violation of any law or the rights of a third party, or your use of the Deal Flow Platform web site.

No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

No Guarantee of Results. You acknowledge and agree that TSI cannot and does not guarantee any level of commercial success for member through use of the Deal Flow Platform. TSI makes no representation as to the commercial utility of its service or that any content provided by Members through the Deal Flow Platform will be non-infringing on any intellectual property rights of others, though TSI and its affiliates will use commercially reasonable efforts to provide non-infringing content. You shall be solely responsible to act for and to make decisions related to your business, including compliance with all applicable laws and regulations.

Representations and Warranties.
You and TSI both represent and warrant that each has full power and authority to enter into these Terms of Use, and by doing so is not in violation or breach of any other agreement or any applicable laws. Both parties also represent and warrant that any and all persons entering into these Terms of Use have the right and power to bind the Parties hereto.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
THE DEAL FLOW PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND UNLESS OTHERWISE STATED IN THESE TERMS OF USE, NEITHER TSI NOR ITS AFFILIATED COMPANIES, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLECTIVELY, THE “TSI PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRES OR IMPLIED, AS TO: (A) THE DEAL FLOW PLATFORM; (B) TSI CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO TSI OR VIA THE DEAL FLOW PLATFORM. IN ADDITION, THE TSI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

UNDER NO CIRCUMSTANCES WILL THE TSI PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE APP; (B) TSI CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE, OR ANY OTHER DEAL FLOW PLATOFRM MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE TSI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE TSI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED FEES PAID BY YOU TO TSI IN THE 12-MONTH PERIOD PRECEEDING THE DATE OF THE EVENT PROVIDING A CAUSE OF ACTION.

YOU EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Governing Law
These Terms of Use shall be construed under and governed in accordance with the laws of the Florida, without giving effect to any principles of conflicts of law and will specifically not be governed by the UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

Arbitration.
Any dispute arising under these Terms of Use between a Member and TSI shall be resolved by an arbitration proceeding under the commercial arbitration rules of the American Arbitration Association.

Entire Agreement
These Terms of Use, along with TSI’s Privacy Policy, constitute the entire agreement between you and TSI and governs your use of the Deal Flow Platform, superseding any prior or contemporaneous agreements between you and TSI (the “Agreement”). You may not assign this Agreement or assign any rights or delegate any obligations therein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of TSI. Any purported assignment or delegation by you without the appropriate written consent of TSI will be null and void. TSI may assign the Agreement or any rights therein without your consent. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from the Agreement and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Agreement remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Agreement. The Agreement does not confer any third-party beneficiary rights.

Contacts:
Travel Startups Incubator, LLC
C/O Matt Zito
4201 Village Ct
Lake Wales, FL 33898
1-207-460-0740
platform@travelstartups.net

Exhibit A

Platform Features    
  Startup Basic Startup Premium
Deal Flow Room. Create your company Deal Flow Room. This is the heart of the communication platform. Your Deal Flow Room is your company profile. Share with corporates the technology you have and what type of companies will benefit from it. Your Funding questionnaire tells investors details about your company and the investment you are seeking.  

 

YES

 

 

YES

Request a Discussion. You can “Request a Discussion” with any Corporate Travel Company, Investor or Startup on the Platform. Click Request a Discussion on their Deal Flow Room and tell the company why you are requesting a discussion. An email message will be sent to the company. If they accept the discussion you’ll go into a private Discussion Room. Discussion Rooms deliver the core value of the platform. In Discussion Rooms prospective deals are started.  

 

 

 

NO

 

 

 

 

YES

Accept a Discussion. You can accept or reject a Request for a Discussion from any member on the Platform. If a member requests a discussion with your Deal Flow Room you’ll receive an email. Login to your account and accept to go into a Discussion Room to have a conversation or reject the request.  

 

YES

 

 

YES

TSI Platform Match Making. Our algorithm will work on making matches between members. TSI will initiate a Discussion between two members where a potential match is found.  

 

YES

 

 

YES

TSI Concierge & Advisory. We will work actively each week on making introductions on your behalf where we believe your technology would be of interest to a corporate travel company or other synergistic partner. TSI will act as a concierge/moderator to keep discussions going helping towards getting to a deal. Includes 1 call per week with Matt Zito, TSI managing partner to strategize on your business and to help make introductions to business development relationships that are currently not on the Deal Flow Platform. 125 BD relationships and 150 investor network.  

 

 

 

NO

 

 

 

 

YES

PR, Promotion & Marketing. Active PR and promotion of your company at travelstartups.co the leading travel tech startup blog with over 15K unique visitors per month. Outreach to 200+ travel tech writers.  

NO

 

YES

Travel Company Search. Your Deal Flow Room will be included in the travel company search so that coroprate’s and investors can identify & bookmark travel technology startups that match their objectives. You can also search other Deal Flow Rooms.  

 

YES

 

 

YES

Collections (bookmarks). Organize the companies you are interested into Collections (lists of bookmarks of companies) for easy tracking. YES YES
Pricing & Terms $0 a month + Rev-Share % $5K a month, NO Rev-Share %