Terms of Service
These Terms of Service (the or these “Terms”) are entered into by and between Lola.com, Inc. (“Lola” “we” or “us”) and the business, entity or other subscriber (“Subscriber” or “you”) that is ordering or has ordered a subscription to access or use Lola’s Services (as defined below) that are made available via Lola’s website(s) and mobile app(s) (collectively, “Lola.com”), and each employee, contractor, agent or other individual authorized by Subscriber that accesses or makes use of Lola.com (each, an “Authorized User”). Subscriber is fully responsible for its Authorized Users, and the Terms shall apply to Subscriber and each Authorized User. Subscriber, each Authorized User, and Lola.com shall be referred to individually herein as a “Party”, and collectively as the “Parties.”
The Terms are supplemented by Services-specific addendums (“Addendums”) found below, which shall be deemed incorporated into the Terms for all purposes to the extent such Services are used by a Subscriber. PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF USE, INCLUDING ANY ADDENDUMS BEFORE USING THE SERVICES.
WHEREAS, Lola provides certain services to its Authorized Users through Lola.com (“Services”); and
WHEREAS, Subscriber desires to make use of the Services in furtherance of Subscriber’s business and to make such Services available to Authorized Users.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in these Terms, the Parties hereby agree as follows:
1. Binding Agreement
By subscribing to Lola’s Services and/or using Lola.com (including, without limitation, creating a Lola account), Subscriber and each Authorized User agree to the terms and conditions set forth herein as of the date of commencement of use of, or subscription to, the Services. Subscriber shall be responsible for all Authorized Users’ compliance with these Terms.
Subscriber and each Authorized User acknowledge and agree that Lola may amend these Terms (including referenced policies and other documents) at any time by posting changes to these Terms to Lola.com, which revisions shall apply prospectively from the date of such change.
Authorized User and Subscriber agree that certain offers, services, and features that may be available on Lola.com may be subject to additional specific terms and conditions, including terms and conditions contained in the Addendums or as provided by third parties. In the event of any conflict between these terms and any such specific terms and conditions, the specific terms and conditions will control.
2. Subscription Terms
When signing up for a subscription to Lola.com of the Service (a “Subscription”), Subscriber agrees to pay Lola the amount shown on the subscription agreement (a “Subscription Agreement”), sign up/enrollment form and/or Lola invoice (if applicable), paid on an annual basis (unless otherwise set forth on the applicable Subscription Agreement, sign up/enrollment form and/or Lola invoice) during the term of the Subscription (the “Fees”). Except as specifically identified on the signup/enrollment form and/or Lola invoice, Fees do not include any taxes, levies, foreign transaction fees, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder.
Unless otherwise set forth on the applicable Subscription Agreement, sign up/enrollment form and/or Lola invoice (if applicable), the Subscription term commences on the date set forth on the applicable Subscription Agreement, sign up/enrollment form and/or Lola invoice (the “Subscription Start Date”) and will continue thereafter in full force and effect for an initial term of twelve (12) months beginning on the first day of the first calendar month on or after the Subscription Start Date (the “Initial Term”). Unless otherwise indicated on the applicable sign up/enrollment form and/or Lola invoice (if applicable), following the Initial Term, the Subscription term will automatically renew for consecutive twelve (12) month periods commencing immediately following the end of the Initial Term (each a “Renewal Term”), and Subscriber will be charged the annual fee at the then-current rates for the Subscription, until Subscriber cancels the Subscription pursuant to the procedures set forth in Section 9. The Initial Term and the Renewal Terms, if any, will be collectively referred to as the “Subscription Term.”
Certain areas of Lola.com may require registration or may otherwise require the provision of personal information to participate in certain features or access certain content. When subscribing or when an Authorized User creates an account on Lola.com, the Subscriber and Authorized User represent and warrant that the information they respectively provide is accurate and complete in all respects. It is the Authorized User’s responsibility to maintain the confidentiality of login credentials, password, and account, including maintaining the physical security of devices used to access Lola.com. If Lola permits an Authorized User to login using a device’s fingerprint sensor, such Authorized User shall only enable such a feature if the device is their own personal device. Additionally, Subscriber and each Authorized User are responsible for any and all activities that occur under the Authorized User’s account, including mobile payments, all transactions and other activities undertaken on the Authorized User’s device or stored payment card, whether authorized or unauthorized (including, without limitation, by any Admin User or by any party with whom an Authorized User may have shared their profile). Each Authorized User agrees to notify Lola immediately of any unauthorized use of the Authorized User’s account. Authorized User further agrees that Authorized User will not email, post, or otherwise disseminate any user ID, password, or other information which provides access to Lola.com. Lola is not liable for any loss that Authorized User may incur as a result of someone else using Authorized User’s password or account. Creating an account or opting in to receive notifications or offers does not guarantee the receipt of any such messages or the availability of any promotional offer. Lola reserves the right to access Subscriber’s account and/or Authorized Users accounts in order to respond to support requests and to ensure proper functioning of the Services.
4. Admin Users
When subscribing, the Subscriber will designate one or more Authorized Users to serve as an administrator on the Subscriber’s account (such Authorized User, an “Admin User”). Admin Users have the right to designate additional Admin Users at any time.
5. Personal Data
- Subscriber and each Authorized User is solely responsible for providing and ensuring the accuracy of all Personal Data (as defined in applicable laws) required for the proper operation of the Service. Subscriber and each Authorized User will collect and maintain all Personal Data provided to Lola in compliance with applicable data privacy and protection laws.
- Lola has implemented and will maintain reasonable and appropriate security measures based on applicable industry best practices. We cannot, however, guarantee security of the information collected by us and we cannot promise that such measures will prevent third party “hackers” from illegally accessing the Website or its contents. We are not responsible or liable for any third party access to or use of the information collected by us.
- During the Subscription Term, each Party may have access to certain Confidential Information of the other Party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information means any information: (i) marked or otherwise identified as confidential at the time of disclosure; or (ii) that a reasonable person would understand to be confidential based on the type of information or the circumstances of its disclosure.
- During the Subscription Term and for three (3) years thereafter, the receiving Party hereunder shall not use or otherwise disclose any Confidential Information of the disclosing Party to a third party without the prior written consent of the disclosing Party, except that: (i) the receiving Party may disclose the Confidential Information of the disclosing Party to its third party advisers (e.g., auditors or attorneys) who have need to know such Confidential Information in performing services on the receiving Party’s behalf and under terms consistent with the confidentiality and non-use in the Subscription Agreement; and (ii) Lola may use or disclose such information solely as required to provide the Service or as otherwise authorized by Subscriber. In addition, each Party agrees to take reasonable measures to protect the other Party’s Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of the Subscription Agreement (which measures shall be no less than that which a reasonable person would take with respect to like confidential, proprietary, or trade secret information). Notwithstanding anything to the contrary, the obligations of the receiving Party set forth in this Section 6 shall not apply to any information of the disclosing Party that: (i) is or becomes a part of the public domain through no wrongful act of the receiving Party; (ii) was in the receiving Party’s possession free of any obligation of confidentiality at the time of the disclosing Party’s communication thereof to the receiving Party; (iii) is developed by the receiving Party completely independent from the Confidential Information of the disclosing Party; or (iv) is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing the disclosing Party with advance written notice, if reasonably possible, such that the disclosing Party is afforded an opportunity to contest the disclosure or seek an appropriate protective order.
- In the event of a breach of this Section, the Parties agree that the non-breaching Party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching Party will be impossible to calculate and would therefore be an inadequate remedy. Accordingly, the Parties agree that the non-breaching Party shall be entitled to seek temporary, preliminary and permanent injunctive relief against the breaching Party without posting bond, in addition to such other rights and remedies to which it may be entitled at law or in equity.
7. Prohibited Uses
Authorized Users shall not engage in any activity on Lola.com which is or includes material that (a) is offensive, harassing, abusive, defamatory or pornographic; (b) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property or privacy rights; (c) includes malicious content such as malware, trojan horses or viruses; (d) interferes with any user’s access to Lola.com; (e) impersonates any person or entity, misrepresents an affiliation with another person or entity, or is otherwise fraudulent or misleading; or (f) interferes with Lola.com, tampers with or attempts to probe, scan, or test for vulnerabilities in Lola.com, including Lola’s computer systems or network, or breaches any of Lola.com’s security or authentication measures.
- Licenses to Lola.com. Lola owns all right, title and license in and to Lola.com and grants Subscriber and Authorized Users a limited, revocable, non-exclusive, non-transferable license to use Lola.com for Subscriber’s and Authorized User’s own travel use in accordance with these terms. Except as expressly permitted by Lola, Subscriber and each Authorized User agree that it will not sublicense, resell, rent, reverse-engineer, modify or otherwise make derivative works of, assign, distribute or otherwise commercially exploit Lola.com or any part thereof. All rights not expressly granted hereunder are reserved by Lola. This license shall automatically expire upon termination of the Agreement.
- License to Feedback and Trademarks. Subscriber and each Authorized User grant Lola an unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license to use and/or incorporate into Lola.com or the Services any feedback, suggestions and/or recommendations such Subscriber or Authorizer User provide to Lola. By subscribing to Lola.com, Subscriber grants Lola the royalty-free right to publish and otherwise use Subscriber’s name and logo in publicity and advertising materials in any and all media without time or territorial restriction and without the payment of additional consideration to Subscriber.
9. Suspension and Termination
Subscriber may cancel Subscriber’s account at any time, for any reason or no reason, by emailing Lola at email@example.com. Upon cancellation, Lola (at its sole discretion) may elect to grant a limited license to use Lola.com solely to access any historic records for a limited time. Any amounts paid or payable as of the date of cancellation shall be non-refundable. All Authorized Users associated with the Subscriber’s account will also be terminated upon Subscriber’s termination. In the event of such cancellation, any unpaid portion of the annual fee for the then-current Subscription Term shall become immediately due, and no refund (in whole or in part) of previously-paid annual subscription fee(s) will be provided. An Authorized User or Subscriber may cancel its Authorized User account at any time, for any reason or no reason, by emailing Lola at firstname.lastname@example.org.
Lola may terminate these Terms and/or suspend or terminate access to Lola.com and/or the Services at any time immediately upon notice to Subscriber, with or without cause, including in the event of actual or suspected unauthorized use of Lola.com or non-compliance with the Terms. Upon receipt of notice of such termination, any further use of Lola.com is prohibited. Lola may provide notice under this or any other section of these Terms via an email sent to the email address contained in the Subscriber or Authorized User’s account or otherwise used on Lola.com, or in any other reasonable manner. Solely in the event Lola terminates the Subscription Term without cause, Lola will provide a pro rata refund based on the amount of time remaining in the current twelve (12) month term, to the most recent method of payment used to purchase the Subscription. Upon termination of the Subscription Agreement, those provisions which, by their nature would continue beyond expiration, termination, or cancellation, will survive, including Sections 12 (Disclaimer of Warranties), 13 (Indemnification), 14 (Limitation of Liability & Damages), 15 (Choice of Law, Mandatory Arbitration & Venue), and 17 (General).
10. Links to Third Party Sites
11. Representation and Warranties
Subscriber and each Authorized User represent and warrant that they: (a) are at least 18 years of age; (b) have the full legal power and authority to enter into the Terms; (c) will comply with all applicable laws, rules, regulations, and industry or self-regulatory guidelines related to its performance of these Terms; (d) have obtained all authorizations and/or consents legally required to send or transmit (via email, SMS message, telephone, print mailing, or otherwise) any confirmation messages, content, information, or other materials to any individuals, personnel or other end-users in relation to the Services; and (e) have obtained all authorizations or consents as legally required to upload to Lola.com or otherwise disclose to Lola any information provided through Lola.com. Lola represents and warrants that it will undertake to provide the Services in a good and workmanlike manner.
Lola will make reasonable efforts to keep Lola.com operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Lola reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Lola.com, with or without notice, all without liability for any interruption, modification or discontinuation of Lola.com or any function or feature thereof.
12. Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LOLA.COM AND THE SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. SUBSCRIBER AND EACH AUTHORIZED USER USE LOLA.COM AND THE SERVICES AT ITS OWN RISK. LOLA EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
LOLA MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH LOLA.COM. SUBSCRIBER AND EACH AUTHORIZED USER ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. LOLA DOES NOT WARRANT THAT SUBSCRIBER OR ANY AUTHORIZED USER WILL BE ABLE TO ACCESS OR USE LOLA.COM AT THE TIMES OR LOCATIONS OF SUBSCRIBER’S CHOOSING; THAT LOLA.COM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT LOLA.COM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
In addition, and to the maximum extent allowed by law, Lola does not warrant, endorse, guarantee or assume responsibility for any product or service offered by a third-party on or through Lola.com or any hyperlinked website available through Lola.com. Lola does not control third-party websites available through hyperlink, and Lola is not responsible for any content or service available therefrom. Any Suppliers (as defined in the Lola Travel Addendum), including, but not limited to, third-party carriers, hotels, or any other suppliers providing services for Lola are independent contractors and not agents or employees of Lola or its affiliates. Lola and its affiliates are not liable for any acts, errors, omissions, representations, warranties, breaches or negligence of any Supplier or other such third-party or for any personal injury, death, property damage, or any other damages or expenses resulting therefrom. Subscriber and each Authorized User understand and agree that Lola is not responsible or liable for any transaction involving any third-party providers. Use of the Google Maps features on Lola.com is subject to Google’s Terms of Service.
All prices are subject to change at any time, without notice. Lola is not responsible for any price fluctuations. The disclaimers set forth herein are intended to disclaim to the maximum extent allowable by law.
Subscriber and each Authorized User agree to indemnify, hold harmless and defend Lola and its affiliates, subsidiaries, officers, directors, employees, agents and licensors at Subscriber’s expense, against any and all claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute-resolution expenses) (collectively “Claims”) incurred by Lola and arising out of or relating to Subscriber’s or an Authorized User’s (a) breach of any term of the Terms; (b) violation of any agreement with any third-party Supplier; or (c) violation of any law, rule or regulation or the rights of any third-party by Subscriber and/or any Authorized User associated with Subscriber’s account.
Lola agrees to indemnify, hold harmless and defend Subscriber against any third party Claims incurred by Subscriber arising out of Lola’s gross negligence or willful misconduct.
14. Limitation of Liability & Damages
EXCEPT AS OTHERWISE PROVIDED HEREIN, SUBSCRIBER AND EACH AUTHORIZED USER AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOLE AND EXCLUSIVE REMEDY FOR ANY OF SUBSCRIBER’S OR AUTHORIZED USER’S PROBLEMS OR DISSATISFACTION WITH LOLA.COM OR THIRD-PARTY PROVIDERS IS TO STOP USING LOLA.COM.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LOLA, LOLA’S OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, “DAMAGES”), INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS, ARISING OUT OF (I) THE USE OF, OR INABILITY TO USE, LOLA.COM OR THE SERVICES OR (II) THE ACTIONS OR INACTIONS OF ANY SUPPLIERS OR THIRD-PARTY PROVIDERS, REGARDLESS OF LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND LOLA’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LOLA’S RECORDS, PROGRAMS OR SERVICES, WITHOUT REGARD TO WHETHER LOLA HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO LOLA.COM OR THIRD-PARTY PROVIDERS OF MORE THAN THE AMOUNTS PAID BY SUBSCRIBER FOR THE SERVICES IN QUESTION, LESS ANY BOOKING FEES INCURRED BY LOLA IN CONNECTION THEREWITH. ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), SUBJECT TO THE OTHER LIMITATIONS SET FORTH HEREIN.
SUBSCRIBER AND AUTHORIZED USER ACKNOWLEDGE AND UNDERSTAND THAT THIS SECTION 14 DISCLAIMS OR OTHERWISE LIMITS LOLA’S LIABILITY FOR NEGLIGENCE WHERE PERMITTED BY LAW.
15. Choice of Law, Mandatory Arbitration & Venue
Any controversy or claim arising out of or relating to these Terms or Subscriber and/or any Authorized User’s use of Lola.com shall be settled by binding arbitration, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Massachusetts law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. Authorized User will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within 60 days after the demand for arbitration is made, unless further extended by mutual agreement of the Parties. THE ARBITRATION OF DISPUTES HEREUNDER SHALL BE IN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, THE RIGHT TO A TRIAL BY JURY IS WAIVED AND RIGHTS TO APPEAL ARE LIMITED. BY SUBSCRIBING OR USING LOLA.COM, SUBSCRIBER AND EACH AUTHORIZED USER AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH LOLA.COM WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
These Terms are governed by U.S. law and is subject to all applicable federal, state and local laws and regulations. All issues and questions concerning the construction, validity, interpretation and enforceability of these terms, or the rights and obligations hereunder, in connection with Lola.com or the Services, shall be governed by, and construed in accordance with, Massachusetts law, without giving effect to the conflict of laws rules thereof, and any matters or proceedings that are not subject to arbitration as set forth above and/or for entering any judgment on an arbitration award, shall take place exclusively in Boston, Massachusetts, U.S.A.
16. Intellectual Property/DMCA
LOLA and the Lolascope logo are registered trademarks of the Lola.com, Inc. in the U.S. and other countries. LOLA.COM, AGILE TRAVEL MANAGEMENT, TRAVEL GRADER, THE FUTURE OF BUSINESS TRAVEL, HUMAN POWERED TRAVEL APP, SUPER EASY BUSINESS TRAVEL, RAPID BOOK and RAPID REBOOK are also trademarks of Lola.com, Inc. in the U.S. and other countries. Content on Lola.com that is provided by Lola or Lola’s licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans and the compilation of the foregoing (“Lola.com Content”) is the property of Lola and Lola’s licensors, and is protected in the U.S. and internationally under trademark, copyright and other intellectual property laws.
Subscriber and each Authorized User agree that it will not download, display or use any Lola.com Content for use in any publications, in public performances, or on websites other than Lola.com for any other commercial purpose, in connection with products or services that are not Lola’s, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Lola and/or Lola’s licensors, that dilutes the strength of Lola or Lola’s licensors’ property or that otherwise infringes Lola or Lola’s licensors intellectual property rights.
If you think Lola.com Content hosted by Lola infringes your copyright, please provide Lola the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located or found on Lola.com; (d) your address, telephone number and, if available, an email address; (e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you that the above information provided by you in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner. Your claim should be sent by mail to: Lola.com, Inc., at 1 Financial Center, Floor 20, Boston, MA 02111. ATTN: Copyright Agent; or by email to: email@example.com.
- Force Majeure. Lola will not be liable for any delay or failure to perform resulting from causes outside of Lola’s reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials. Subscriber Customer acknowledges that the performance of certain of Lola.com’s obligations may require the cooperation of third parties outside the control of Lola.com; in the event such third parties fail to cooperate with Lola.com in a manner that reasonably permits Lola.com to perform its obligations, such failures shall be consider as causes beyond the control of the Lola.com for the purposes of this Section and shall not be the basis for a determination that Lola.com is in breach of any of its obligations under these Terms or is otherwise liable.
- No Partnership. The Parties are independent contractors, and no joint venture, partnership, employment or agency relationship exists between the Parties as a result of these Terms or use of Lola.com.
- Assignment. Lola may assign these Terms, in whole or in part, to any person or entity at any time with or without consent. Neither Subscriber nor any Authorized User may assign these Terms without Lola’s prior written consent, and any unauthorized assignment shall be null and void.
- No Waiver. Lola’s failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect Lola’s right to enforce each and every such provision thereafter. The express waiver by Lola of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
- Equitable Remedies. Subscriber and each Authorized User hereby agree that Lola would be irreparably damaged if these Terms are not specifically enforced, and therefore agree that Lola shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms, in addition to such other remedies as Lola may otherwise have available under applicable laws.
- Severability. Should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.
Last Updated: December 16, 2020
Lola Travel Addendum
This Lola Travel Addendum specifies certain additional terms of the Parties under the Terms entered into by the Parties, as may be amended from time to time. This Lola Travel Addendum applies to the use of the Lola Travel Services by the Parties. Capitalized terms shall have the meanings set out in the Terms. Where the terms of this Lola Travel Addendum conflict with the Terms, the Lola Travel Addendum shall take precedence.
1. Use of the Lola Travel Services
Subscriber and each Authorized User acknowledge and agree that:
- Lola acts only as a booking platform for the airlines, lodging providers, car rental companies, tour operators, ground operators and any other suppliers of travel services, and each of their subcontractors, agents, or personnel (“Suppliers”);
- Lola is not responsible for the acts or omissions of Suppliers, including, without limitation, their failure to provide services, adhere to their own schedules, or honor their contracts;
- Suppliers may impose additional terms and conditions, and certain hotel bookings on Lola.com may be offered through or otherwise supported by external suppliers which may be subject to separate terms and conditions, including those available at https://developer.expediapartnersolutions.com/terms/en/;
- details, amenities, photographs of lodging and other trip details provided come directly from the Suppliers, and Lola is not responsible for any errors or misrepresentations included therein;
- Lola is under no obligation to assist Authorized Users with online check-in for travel but if Lola does provide such assistance, Authorized User is responsible for ensuring compliance with the terms of carriage and any other applicable rules, terms and conditions set forth by the airline with which Authorized User is traveling;
- Subscriber and Authorized Users are solely responsible for reviewing and complying with Suppliers’ restrictions and requirements, including with respect to luggage allowances and restrictions, as well as bag-check and check-in timing requirements; and
- all bookings through Lola.com are subject to fare rules and any other terms and conditions presented at the time such booking is made.
Lola accepts no responsibility for travelers’ compliance with any restrictions set forth by the Transportation Security Administration, the Federal Aviation Administration, Suppliers, or airlines. Lola disclaims all responsibility for any issues with seat assignments. Subscriber and each Authorized User covenant that it will not utilize Lola.com or otherwise direct Lola.com to complete any booking that would violate the terms of carriage of any airline or violate the terms, conditions, booking requirements, or other policies of any hotel, airline, travel insurance Subscriber, or other travel provider; and it will not use, and will not permit or encourage anyone else to use, Lola.com in excess of the services capacity and usage parameters set forth by Lola from time to time.
Lola will make reasonable efforts to keep Lola.com operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Lola reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Lola.com, with or without notice, all without liability for any interruption, modification or discontinuation of Lola.com or any function or feature thereof.
2. Hazards of Travel
LOLA DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO ANY SELECTED DESTINATION IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES, PERSONAL INJURY, OR LOSSES THAT MAY RESULT FROM TRAVEL TO ANY DESTINATION.
Subscriber and Authorized User assume full and complete responsibility for checking and verifying any and all passport, visa, vaccination or other entry requirements of destination(s) and connecting points, and all conditions regarding health, safety, security, political stability and labor or civil unrest at such destination(s). More information about U.S. Department of State Travel Advisories can be found at https://travel.state.gov/content/travel/en/traveladvisories/traveladvisories.html/.
3. Refunds & Cancellations
Subscriber is responsible for all change and cancellation fees associated with any booking made by Subscriber’s account and/or Authorized Users accounts through Lola.com or otherwise on Subscriber’s account, including any third-party processing fees, which Lola will pass on to Subscriber. Lola may charge agent service fees for certain bookings; agent service fees are non-refundable. Some airlines permit cancellation of, or changes to, reservations, but may charge a change fee. Fees vary by airline, market and specific fare rules, and may be US$150 or more for domestic tickets and US$200 or more for international tickets, in addition to any difference in fares between the original flight and the new flight. In the event that an airline does allow for cancellation, airlines usually deduct US$150 or more for domestic tickets and US$200 or more for international tickets before determining the amount, if any, that can be applied towards future travel. Subscriber is responsible for any such fees. Some hotels permit cancellation of, or changes to, reservations with advance notice, often at least 48 hours before the reservation. Some hotels may charge a fee or not refund any prepaid fees, and in such cases, Subscriber is responsible for such fees. Authorized Users are responsible for reviewing all itineraries for applicable refund, change, and cancellation policies. Without limiting Subscriber’s liability hereunder, Lola shall have the right, in its sole discretion, to decline any order or to complete any booking requested by Subscriber or any Authorized User.
4. Lola Travel Accounts
In accordance with these Terms, an Authorized User may use Lola.com to book travel on the Authorized User’s own behalf, on behalf of other Authorized Users associated with the same Subscriber, and on behalf of third party travelers (Authorized Users and third party travelers, collectively, “Travelers”). Authorized Users further understand and agree that any other Lola.com users associated with the Authorized User’s or Subscriber’s account may have the ability to access and view information relating to Authorized Users’ use of Lola.com, including travel booking information. Each Authorized User expressly authorizes any individual designated by the Authorized User through Lola.com to complete, update, and modify bookings on behalf of Travelers designated or identified by Authorized User. Authorized Users understand and agree that the details of any reservation (including, without limitation, all booking and travel information and Authorized User’s email address) may be shared with the third party expense management provider designated by Subscriber.
5. Payments for Bookings
When an Authorized User makes a purchase through Lola.com using a credit card, the Authorized User authorizes Lola to charge the credit card associated with the Subscriber’s account or the credit card provided by the Authorized User. Lola reserves the right to suspend Authorized User’s access to Lola.com if Lola determines that any credit card information submitted is not accurate, current, or potentially subject to unauthorized access or use. Lola may use a third-party credit card processing Subscriber to process and charge credit cards, and by providing credit card information, the Authorized User acknowledges that Lola may share such information with the third-party credit card processing Subscriber for billing purposes. Authorized Users are solely responsible for any and all fees charged to any credit card provided, (including, without limitation, those charges initiated by Authorized Users) by the card issuer, bank or financial institution, including, without limitation any credit card membership, overdraft or over-the-credit-limit fees. Some banks and credit card companies impose fees for international transactions. If making a booking from outside of the United States on a U.S. credit card, bank may convert the payment amount to the local currency and charge a conversion fee. In connection with credit card transactions through Lola.com, Lola maintains applicable security requirements of the Payment Card Industry Data Security Standard (PCI DSS).
Authorized User and Subscriber may only provide Lola with the email addresses of individuals with whom they have had direct and voluntary two way communications, and with whom they have a personal relationship considering shared interests, experiences, opinions and other relevant factors, or of family members to whom they are related by marriage, a common-law partnership, or parent-child relationship.
6. Additional User Requirements
Authorized User agrees that Authorized User will not purchase a ticket or tickets containing flight segments that the Traveler will not be using, such as “point-beyond,” “hidden-city” or “back-to-back” tickets. Authorized User further agrees that Authorized User will not purchase a round-trip ticket that the Traveler plans to use only for one-way travel. Without limiting Lola.com’s rights or remedies, in the event an Authorized User breaches this Section 6, Subscriber agrees to indemnify, defend, and hold harmless Lola.com from and against any claims, fees, losses, or liabilities arising out of its breach, including but not limited to claims by airlines for the difference between the full fare of the Traveler’s actual itinerary and the value of the ticket or tickets purchased for such Traveler. Lola.com reserves the right to immediately terminate or suspend a Subscriber and/or an Authorized User account for breach of this Section 6.
7. Registrations as Seller of Travel
Lola.com, Inc. is registered as a seller of travel in each of the states listed below:
- Lola.com, Inc. is registered with the State of California, registration number: 2125110-40.
- Lola.com, Inc. is registered with the State of Florida, registration number: ST40391.
- Lola.com, Inc. is registered with the State of Hawaii, registration number: 7155.
- Lola.com, Inc. is registered with the State of Washington, registration number: 603594328.
Last Updated: December 16, 2020
Lola Spend Card Addendum
This Lola Spend Card Addendum specifies certain additional terms of the Parties under the Terms entered into by the Parties, as may be amended from time to time. This Lola Spend Card Addendum applies to the use of the Lola Spend Services by the Parties. Capitalized terms shall have the meanings set out in the Terms, unless otherwise defined in Section 1 below. Where the terms of this Lola Spend Card Addendum conflict with the Terms, the Lola Spend Card Addendum shall take precedence.
- Authorized User(s) means Subscriber employees, contractors, agents, or any other individual Subscriber authorizes to use a Card.
- Card means a physical or virtual payment card issued by an Issuer to Subscriber and managed through Subscriber’s Lola Account.
- Card Networks means a payment card network enabled on a Card, including Visa or Mastercard.
- Card Network Rules means, collectively, any rules, regulations, standards, manuals, releases, interpretations, and other requirements imposed or adopted by the Card Networks.
- Card Services means the products, technology, expense management, cash management, spend management, and other services in support of Subscriber’s Cards provided by Lola, including through the Subscriber’s Lola Account.
- Card Terms means the agreement between Subscriber and Issuer governing the issuance and use of Cards.
- Charge means an extension of credit for the payment for goods or services made to a merchant, or any other Card transaction permitted by Issuer, arising from Subscriber’s or an Authorized User’s use of a Card.
- Chargeback means a dispute that Subscriber may initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized, as determined under the Card Network Rules.
- Confidential Information means non-public information, know-how, and trade secrets in any form, including information designated as being confidential; and information a reasonable person knows or reasonably should understand to be confidential. The following types of information, however marked, shall constitute Confidential Information: (i) the Card Terms; (ii) any information relating to Cards, the Lola Spend Card Program or the Card Services; and (iii) Subscriber’s use of Cards or the Card Services and its participation in the Lola Spend Card Program . The following types of information, however marked, are not Confidential Information, information that: (i) is, or becomes, publicly available without a breach of this Lola Spend Card Addendum; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is Feedback; or (v) is independently developed.
- Fees means any Card-related account, transaction or other fee imposed on Subscriber by Issuer under the Card Terms.
- Feedback means collectively, suggestions, comments, feedback, ideas, or know-how, in any form.
- Fines means any fine, penalty or other amount incurred by Issuer or Lola that arises directly from the acts or omissions of Subscriber or its Authorized Users in violation of the Card Terms or Card Network Rules and passed down to Subscriber, except where such violation is due to Issuer’s breach of the Card Terms or Issuer’s or Lola’s breach of the Card Network Rules.
- Issuer means the bank identified on a Card that is a member of the Card Network enabled on the Card and is responsible for issuing the Card and the associated credit account to Subscriber, and/or such bank’s service provider as provided in the Card Terms.
- Linked Account means a financial institution demand deposit or other asset account linked to, or authorized for, use or payment through Subscriber’s Lola Account.
- Lola Spend Card Program means a non-public, corporate card program being offered to Subscriber and other participants on an evaluation basis, through which an Issuer will issue a Card(s) and extend credit to Subscriber, and for which Lola provides Card Services, for Subscriber’s use on an evaluation basis, as further described in Section 4.
- Payment Amount means the total amount due to Lola on a payment due date as disclosed on Subscriber’s Periodic Statement or as otherwise due under this Lola Spend Card Addendum.
- Periodic Statement means the periodic statement that reflects all activity relating to a Card, including Charges; Fees (if any); Fines; refunds; and past due amounts, for each billing cycle.
- Program Requirements has the meaning set for in Section 4(a).
- Program Spend limit means the total available spend limit on all Cards issued to Subscriber, as further described in Section 4(d).
- Spend Limit means an individual Card’s spend limit, as further described in Section 4(d).
2. Use of the Lola Spend Service
- The Lola Spend Card Program is a corporate card program that is part of Lola’s expense management solutions offering, which includes monthly spend budgets and other spend management tools for real-time visibility and control of Subscriber spend. In order to participate in the Lola Spend Card Program, Subscriber agrees to provide all information about Subscriber (and its Authorized Users, as applicable) requested by Lola or the Issuer, including to demonstrate that Subscriber satisfies the program’s eligibility criteria at the time of enrollment and throughout the Term.
- During the Term, the Parties agree that (i) so long as Subscriber continues to satisfy Lola’s eligibility criteria to participate in the Lola Spend Card Program, Lola will make available the opportunity for Subscriber to apply for and receive Cards from Issuer for Subscriber and its Authorized Users to make Charges as permitted by Issuer, and (ii) Subscriber will evaluate the Lola Spend Card Program experience and provide Feedback to Lola as further described in Section 3.
- Under this Lola Spend Card Addendum, there is no cost to participate in the Lola Spend Card Program. However, Subscriber is responsible and liable for all Charges, Fines, Fees (including cross-border fees, card replacement fees, and ACH transfer fees), and any other amounts that may arise from Subscriber’s or Authorized Users’ use of Cards under the Card
- Subscriber acknowledges that Issuer is the creditor responsible for the issuance of Cards and associated credit Lola is not a creditor and does not at any time transmit money or monetary value to Issuer or other third parties or actually or constructively receive, take possession of, or hold any money or monetary value for transmission to Issuer or other third parties.
- In addition to this Lola Spend Card Addendum, Subscriber’s participation in the Lola Spend Card Program is also governed by the Card Terms. Subscriber may only obtain and use (and allow Authorized User’s to use) a Card in accordance with the Card Terms. Subscriber acknowledges and agrees that (i) Lola is not a party to the Card Terms; (ii) Issuer is solely responsible for determining whether to issue a Card to Subscriber or any Authorized User, and has the right to suspend or cancel any Card pursuant to the Card Terms; and (iii) Lola is not responsible or liable for Issuer’s issuance or management of its Cards. If Subscriber or Issuer terminates its agreement to the Card Terms, Subscriber may not continue its participation in the Lola Spend Card Program.
- Subscriber authorizes Lola to obtain credit and other reports about Subscriber from third parties, for Lola’s use in connection with the Lola Spend Card Program, including to determine Subscriber’s Program Spend Limit and review of Subscriber’s use of the Card Services.
- Rights in Feedback. Subscriber agrees to provide Feedback to Lola based on Subscriber’s Lola Spend Card Program experience. Subscriber shall, from time to time upon Lola’s reasonable request, provide suggestions, comments, improvements, ideas or other feedback to Lola related to the performance of the Card Program, including the Card Services and Subscriber’s participation in the Lola Spend Card Program. Subscriber grants Lola the right to use, disclose and otherwise exploit all such Feedback for any and all purposes, including incorporation and distribution as part of the Lola Spend Card Program.
- Feedback is not Confidential Information. Feedback is not confidential even if designated as confidential by the Subscriber. Feedback shall not create any confidentiality obligation for Lola with respect to the Feedback, provided that Lola agrees to keep confidential Subscriber’s name as the source of such Feedback, pursuant to the confidentiality provisions of this Lola Spend Card Addendum.
4. Card Services
- Overview. Lola will provide certain Card Services in support of Subscriber’s participation in the Lola Spend Card Program, as described in this Lola Spend Card Addendum, including this Section 4 and any other documentation, instructions or specifications as provided by Lola or the Issuer (collectively, “Program Requirements”). Subscriber (i) acknowledges that the Card Services are being provided to Subscriber on an evaluation basis and that Lola may, from time to time, add, remove or modify any aspect of the Card Services, including by revising any documentation, instruction or specification, or any feature of functionality of the Card Services or the Lola Spend Card Program, and (ii) agrees to comply with all Program Requirements as a condition of participating in the Lola Spend Card Program.
- Linked Accounts. Subscriber will designate and maintain at least one Linked Account with its Lola Account for purposes of the Lola Spend Card Program. Subscriber agrees that Lola may access and use financial data from the Linked Account to verify Subscriber’s account balances and account information, to protect Lola from potential fraud, and determine and review spending limits in order to provide the Card Services to Subscriber. As described in Section 5, Lola will also use the Linked Account to automatically debit amounts due to Lola, including the Payment Lola may utilize a third-party services provider to facilitate the linking of and access to a Linked Account, and Subscriber may be required to agree to such third-party service provider’s terms and conditions. By linking a Linked Account to its Lola Account, Subscriber represents and warrants that it is the owner of the Linked Account, it has the right and authority to use the Linked Account for payment and other purposes under this Lola Spend Card Addendum, and that the Linked Account was not established primarily for family, personal or household use.
- Using Cards; Authorized Users. Subscriber may authorize its employees and other Authorized Users to use Cards for bona fide Subscriber business-related Charges. Subscriber is solely responsible for designating Authorized Users and ensuring that it and its Authorized Users use Cards solely for bona fide Subscriber business purposes and in compliance with this Lola Spend Card Addendum, the Card Terms, the Lola Terms of Service and applicable law.Subscriber is responsible for all Charges made by any person given access to Cards even if they are not an Authorized User or otherwise the person associated with or named on a Card.
- Program and Card Spend Limits.
- At enrollment, Lola will establish Subscriber’s Program Spend Limit based on Subscriber’s financial and other information, including information that Lola accesses from Subscriber’s Linked Account. Subscriber may establish individual Spend Limits for each Card, as well as transactional and other limits on an Authorized User’s use of a Card, as such functionality is made available in Subscriber’s Lola Account. The total Spend Limit for all Cards issued to Subscriber or its Authorized Users may not exceed the Program Spend Limit.
- Without limiting any of Issuer’s rights, Lola may modify a Spend Limit or Subscriber’s Program Spend Limit (including in either case to $0) if Lola determines, in its sole discretion, that any of the following exist or is reasonably likely to occur: (a) any breach of these Product Terms (including any payment obligation) or Card Terms, (b) any breach of the Card Network Rules, or acts that cause Lola or Issuer to breach the Card Network Rules, (c) any use of the Card Services by Subscriber or Authorized Users to commit fraud or other illegal activities, (d) Subscriber insolvency, (e) Subscriber’s Linked Account balance falls below any required minimum thresholds, (f) any change in Subscriber’s eligibility to participate in the Lola Spend Card Program , or (g) for any other reason as Lola deems reasonably appropriate to protect Lola, Issuer and other participants in the Lola Spend Card Program . Lola is not responsible, and Subscriber shall not hold Lola liable, for any losses, damages, or harm caused by Lola’s modification of Spend Limits in accordance with the foregoing.
- Requesting and Replacing Cards. Subscriber may request Cards for its Authorized Users through its Lola Account. Subscriber must submit information about each Authorized User as required by the Issuer, including the Authorized User’s full legal name, contact information, personal address and date of birth. In the case of a lost or stolen Card, Subscriber may request the issuance of a replacement Card through its Lola If a replacement Card has a new account number, Subscriber is responsible for updating its Card information with merchants and other parties that accept the Card as payment from Subscriber. Lola is not responsible for any losses, damages, or harm due to Subscriber’s request to replace a Card.
- Lost and Stolen Cards; Unauthorized Use. Subscriber is solely responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). Subscriber must promptly notify Lola and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced, including by deactivating, suspending or closing a specific Notwithstanding Subscriber’s notice, Lola is not responsible for any losses, damages, or harm to Subscriber or Authorized Users due to lost or stolen cards or unauthorized use. As between the Parties, Subscriber is solely responsible for determining liability as between Subscriber and its Authorized Users in accordance with applicable law.
- Disputing Charges; Chargebacks. Subscriber must notify Lola of any disputes, unauthorized activities or other errors on a Periodic Statement within 120 days of the transaction date. In the event of a merchant dispute, Subscriber should first attempt to resolve the dispute with the merchant. If Subscriber cannot resolve the dispute to its satisfaction, or in the case of an unauthorized Charge, Subscriber may initiate a Chargeback. Subscriber acknowledges and agrees that Lola is not responsible for determining the outcome of any Chargeback and that Chargebacks are subject to the timing and evidentiary requirements of the applicable Card Network as implemented by the Issuer. Any Charge subject to Chargeback that is still pending on a payment due date will remain part of the Monthly Payment Amount and will be debited as part of the Monthly Payment Amount. If the Chargeback is resolved in Subscriber’s favor, the resolved amount will be credited back to the Card in the resolved amount. In its sole discretion, Lola may, but is not required to, provide a provisional credit in the amount of the Chargeback and such Chargeback will not be included in the next Payment If the Chargeback is not resolved in the Subscriber’s favor, any provisional credit provided by Lola will be reversed and debited as part of the Subscriber’s next Payment Amount.
- Payment Amount. Subscriber is responsible for payment in full of any Payment Amount as reflected in Subscriber’s Periodic Statement or otherwise due to Lola under this Lola Spend Card Addendum. On the payment due date shown on the Periodic Statement, or such other date communicated by Lola, Lola will automatically debit Subscriber’s Linked Account for the Payment Amount pursuant to Subscriber’s authorization in Section 5(b) The payment due date on a Periodic Statement is typically monthly, however Lola reserves the right to require payment on a more frequent basis in the event of any of the triggers set forth in Section 4(d)(ii).
- Debit Subscriber authorizes Lola and its successors, assigns and designated services providers to initiate debit entries (and initiate credit or debit entries, or make other adjustments, necessary to correct errors or for other authorized purposes) for any amount authorized under this Lola Spend Card Addendum, including the Payment Amount. Subscriber is responsible for, and shall, ensure that the Linked Account maintains a sufficient balance to satisfy such amounts, including the Payment Amount.
- Insufficient Fund Lola will attempt to debit Subscriber’s Linked Account for the Payment Amount (or any other amount authorized under this Lola Spend Card Addendum) up to three (3) times if any attempted debit fails. Lola may, but is not required to, attempt to debit a partial payment of the Payment Amount, but any such partial payment does not constitute a waiver of Lola’s rights and will not satisfy Subscriber’s obligation to pay in full. If Lola is still unable to collect the Payment Amount, Lola may invoice Subscriber for the outstanding Payment Amount and Subscriber shall immediately pay such invoiced amount through its Lola Account or other means permitted by Lola. If Lola is unable to collect the Payment Amount and Subscriber does not immediately pay an invoiced amount, Lola may suspend Subscriber’s use of Cards or terminate Subscriber’s participation in the Lola Spend Card Program.
- Collections. Subscriber is responsible for all costs or expenses that Lola may incur in the process of collecting amounts owed but not timely paid, including legal or collections
- Applicability of If the Parties are subject to a non-disclosure agreement, and with respect to the separate confidentiality obligations otherwise set forth in the Terms, this Section 6 shall govern the confidentiality of information shared under this Lola Spend Card Addendum.
- Confidential Information. Each Party will protect the other’s Confidential Information using at least the same degree of care that such Party uses to protect its own confidential information of like kind and import but in no event less than a reasonable degree of care. Each Party may disclose the other’s Confidential Information to affiliates, employees, and contractors who have a need to know in order to perform under this Lola Spend Card Addendum and who agree to maintain the confidentiality of such Confidential Information under terms at least as stringent and comprehensive as those set forth in this Section 6, provided that such Party will remain responsible for any unauthorized use or disclosure by such affiliate, employee or contractor. Subscriber further acknowledges and agrees that Lola may disclose certain of Subscriber’s Confidential Information to the Issuer for Issuer’s performance under the Lola Spend Card Program. A Party will be liable to the other Party for any breach of these confidentiality terms by its employees (including Authorized Users) in the same manner as a breach by such
- Cooperation in the event of disclosure. Each Party will immediately notify the other Party upon discovery of any unauthorized use or disclosure of Confidential Jointly, the Party will (i) help the furnishing Party regain possession of the Confidential Information; (ii) investigate or prevent the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information; (iii) take such actions as may be necessary or reasonably requested by the furnishing Party to minimize the violation; and (iv) cooperate in all reasonable respects with the furnishing Party to minimize the violation and any damage resulting therefrom.
- Required disclosure. In the event that the recipient of Confidential Information is requested or becomes legally compelled to disclose any Confidential Information of the other Party, the recipient Party will provide the disclosing Party with prompt written notice of such request to enable the disclosing Party, at its sole cost and expense, to seek a protective order to protect and preserve the confidential nature of the Confidential Information. Each Party agrees that it will furnish only that portion of the Confidential Information which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information and other information which is being disclosed.
- Return or Destruction. As requested by the furnishing Party upon expiration or any termination of this Lola Spend Card Addendum, the receiving Party shall (i) return or destroy, as the furnishing Party may direct, and in the manner reasonably directed by the furnishing Party, all material in any medium that contains, refers to, or relates to the furnishing Party’s Confidential Information, and (ii) retain no copies except one copy solely for compliance with record retention requirements under applicable law; provided, however, that no Party will be obligated to erase Confidential Information contained in an archived computer system backup made in accordance with such Party’s security and/or disaster recovery procedures, provided that such archived copy will (1) eventually be erased or destroyed in the ordinary course of such Party’s data processing procedures and (2) will remain fully subject to the obligations of confidentiality stated herein. Notwithstanding the foregoing, Subscriber acknowledges and agrees that Lola may maintain certain of Subscriber’s Confidential Information, including after expiration or termination of this Lola Spend Card Addendum, in order to comply with its obligations to the Issuer and its
- Press Releases, Public Statements. Subscriber may not make any media releases, public announcements or public disclosures relating to the Lola Spend Card Program, including this Lola Spend Card Addendum or the Card Terms. If Subscriber determines that disclosure is required to meet legal or regulatory requirements, it shall promptly inform and coordinate such disclosure with Lola prior to such disclosure. Subscriber shall limit disclosure to that which is necessary and shall give due consideration to comments that Lola and Lola’s counsel may provide regarding the nature of the disclosure. The foregoing does not limit Lola’s ability to market, publicize, or promote the Lola Spend Card Program in any If Lola desires to use Subscriber’s name in any promotional or marketing materials, Lola will seek Subscriber’s approval.
7. Termination and Amendment
- Termination and Amendment
- Lola may immediately terminate this Lola Spend Card Addendum and Subscriber’s participation in the Lola Spend Card Program in the event of (i) Subscriber’s voluntary or involuntary commencement of any bankruptcy or similar proceeding or filing of any petition relating thereto; application for, or consent to, the appointment of a receiver, trustee, custodian, sequestrator or similar official; general assignment for the benefit of creditors; or corporate action for the purpose of effecting any of the foregoing; (ii) in the case of actual or suspected fraudulent use of Cards by Subscriber or any Authorized User, as determined in Lola’s sole reasonable discretion; (iii) upon direction from the Issuer or any regulatory authority; (iv) Subscriber’s failure or inability to pay as required by this Lola Spend Card Addendum; (v) any of Lola’s third party service providers terminate their agreement with Subscriber that would affect Lola’s ability to provide the Card Services, including Lola’s ability to view Subscriber’s financial information about Linked Accounts; or (vi) Lola terminates the Lola Spend Card Program.
- Lola may amend this Lola Spend Card Addendum at any time.
- Effect of Termination. Upon the expiration or termination of this Lola Spend Card Addendum, (i) Subscriber’s agreement to the Card Terms will automatically terminate, subject to the post-termination survival of any provisions under such Card Terms; (ii) Lola will continue to perform any necessary Card Services for any outstanding or pending Charges; (iii) Subscriber remains liable for any payments due to Lola under this Lola Spend Card Addendum; (iv) Subscriber’s outstanding Payment Amounts shall become immediately due and payable and Lola may debit any such outstanding Payment Amounts from Subscriber’s Linked Account; (v) Subscriber and Authorized Users will not use Cards for any additional Charges; (vi) notwithstanding subsection (v), if Subscriber or Authorized Users use Cards for any additional Charges, Subscriber is, and remains, responsible for those Charges; and (vii) Subscriber shall, and shall cause Authorized Users to, return or destroy any and all Cards as directed by Lola.
- Survival. Any provision of this Lola Spend Card Addendum that, by their terms, require performance after the expiration or termination of this Lola Spend Card Addendum, will survive expiration or termination of this Lola Spend Card Addendum, including Sections 3 (Feedback); 4(f) (Lost or Stolen Cards, Unauthorized Use); 4(g) (Disputing Charges, Chargebacks); 5 (Payments); 6 (Confidentiality); 8 (Indemnity).
- Subscriber agrees to indemnify, hold harmless and defend Lola and its affiliates, subsidiaries, officers, directors, employees, agents and licensors (collectively, “Lola Indemnitees”) at Subscriber’s expense, against any and all third-party claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute-resolution expenses) incurred by a Lola Indemnitee arising out of or relating to (i) Subscriber’s breach of this Lola Spend Card Addendum or (ii) Subscriber’s or an Authorized User’s breach of the Card
- Lola agrees to indemnify, hold harmless and defend Subscriber and its affiliates, subsidiaries, officers, directors, employees, agents and licensors (collectively, “Subscriber Indemnitees”) at Lola’s expense, against any and all third-party claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute-resolution expenses) incurred by a Subscriber Indemnitee arising out of or relating to Lola’s breach of its agreement with Issuer relating to the Lola Spend Card Program.
Last Updated: December 16, 2020
 IMPORTANT NOTE: The Terms do not apply to subscribers to Lola.com that have entered or enter into a business travel services agreement directly with American Express Global Business Travel which does not reference Lola.com or Lola Travel Subscriber (a “GBT Client”). The Terms also do not apply to any user authorized to use Lola.com by a GBT Client (a “GBT Client User”). GBT Clients and GBT Client Users are subject to the Terms of Service for GBT Client Accounts available here.