Introduction

Subscription

Recurring Subscription

Retailer's ESP subscription will continue and automatically renew until terminated. To use ESP, Retailer must have Internet access, a Facebook account, and a valid, accepted payment method ("Payment Method"). Retailer must cancel before renewal to avoid billing for the next billing interval.

Subscription Plan Features

The features and capabilities available to Retailer depend on the Subscription Plan purchased. Certain Subscription Plans, or specific features and capabilities of otherwise generally available Subscription Plans, may not be available to certain Retailers.

Billing and Cancellation

Billing Interval

The subscription fee for ESP and any other charges Retailer may incur in connection with Retailer's use of the service, such as taxes and possible transaction fees, will be charged to Retailer's Payment Method on the renewal date, based on Retailer's sign-up date. The length of Retailer's Billing Interval depends on the option selected at sign-up. Subscription fees are deemed fully earned upon payment.

Payment Methods

Retailer must provide a valid Payment Method. Retailer authorizes Passport or its chosen payment service provider to charge the Payment Method associated with Retailer's account for payment of subscription fees. Retailer remains responsible for any uncollected amounts. If payment is not successfully settled due to expiration, insufficient funds, or otherwise, and Retailer does not cancel the account, Passport will suspend Retailer's access to ESP until a valid Payment Method is successfully charged.

For some Payment Methods, the issuer may charge fees, such as foreign transaction fees or other processing fees. Retailer should check with its Payment Method provider for details.

Updating Payment Method

Retailer can update the Payment Method by contacting Passport sales at 503-626-7766. Passport may also update Retailer's Payment Method using information provided by payment service providers. Following any update, Retailer authorizes Passport to charge the updated Payment Method on a recurring basis.

Updating Billing Interval

Retailer can update the Billing Interval by contacting Passport sales at 503-626-7766. If Retailer updates the Billing Interval, the new Billing Interval will take effect following the conclusion of the current Billing Interval.

Updating Subscription Plan

Retailer can update the Subscription Plan, thereby changing the features and capabilities of the ESP subscription, by contacting Passport sales at 503-626-7766. If Retailer changes to a more expensive plan, Retailer will be charged a prorated amount for the time remaining in the current Billing Interval based on the price difference between the current plan and the selected new plan, and Retailer will have access to the new plan features following successful charge.

If Retailer changes to a less expensive plan, the current plan and features will remain in effect until the end of the current Billing Interval, at which point the new Subscription Plan and associated features and price will take effect.

Cancellation

Retailer can cancel ESP at any time and will continue to have access to ESP through the end of the current Billing Interval. To cancel, contact Passport sales at 503-626-7766. If Retailer cancels the subscription, the account will automatically close at the end of the current Billing Interval.

Changes to Price and Subscription Plans

Passport reserves the right to change Subscription Plans or adjust pricing for ESP or any components thereof in any manner and at any time, as Passport may determine in its sole and absolute discretion. Except as otherwise expressly provided in these Terms, any price changes or changes to Retailer's Subscription Plan will take effect following notice using the "Contact Email" value in the "My Account" page of ESP.

No Refunds

Chargebacks, Charge Disputes, and Fraud

In the event of a chargeback, charge dispute, or indications of attempts to fraudulently obtain service by Retailer, Passport may immediately suspend account access. Following investigation, Passport may permanently terminate Retailer's subscription.

ESP Service

Removal of Content Upon Termination

Upon termination of Retailer's ESP subscription, Retailer agrees to remove any Content obtained through ESP from all locations where Retailer has used it.

Content Availability

Passport reserves the right to refuse or delete Content at its sole discretion, without prior notice or explanation to Retailer. Passport does not make specific guarantees regarding the presence or absence of any specific types or subject matters of Content, nor does Passport guarantee specific quantities of Content available through ESP.

Restrictions

Retailer agrees to use ESP in accordance with all applicable laws, rules, regulations, and other restrictions on use of ESP or its Content. Except as explicitly authorized in these Terms, Retailer agrees not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or otherwise use Content contained in or obtained from or through ESP.

Retailer shall not attempt to decompile, reverse engineer, or disassemble any software or processes of ESP, nor attempt to inject code or induce unintended behavior by ESP. Retailer shall not use data mining, data gathering, or any spider, robot, scraper, or other automated process to access ESP or collect content or data from ESP. Retailer also shall not circumvent access controls or security features of ESP, attempt to gain access to unpurchased features, or engage in activities designed to interrupt, destroy, or limit functionality or performance of computer software, hardware, or network equipment associated with ESP.

Passport may terminate Retailer's use of ESP if Retailer violates these Terms or engages in illegal, fraudulent, or abusive use of ESP.

Self-Service Sharing

When sharing Content on a self-service basis, Retailer may only share and copy Content using the built-in share icons or copy functions of ESP. Images, code, text, or other visual and textual elements used within ESP administrative tools may not be directly copied, saved, shared, repurposed, or otherwise utilized.

Passwords and Account Access

The Retailer Authorized Representative who created the ESP account and whose Payment Method is charged has access and control over the ESP account and is responsible for any activity that occurs through the ESP account.

To maintain control over the account and prevent unauthorized access, the Retailer Authorized Representative should not reveal the password or details of the Payment Method associated with the account to anyone. Retailer is responsible for updating and maintaining the accuracy of the information provided to Passport relating to the account.

Passport may terminate Retailer's account or place Retailer's account on hold to protect Retailer, Passport, or Passport's partners from identity theft or other fraudulent activity. Passport is not obligated to credit or discount a subscription for holds placed on the account by either a representative of Passport or by Passport's automated processes.

Disclaimers of Warranties and Limitations on Liability

Retailer agrees that Retailer's access to and use of ESP, the Content available through ESP, and associated software are provided on an "as-is" and "as available" basis. Passport specifically disclaims any representations or warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

Passport does not warrant that ESP will perform without error or without immaterial interruption. Retailer may not use ESP Content in any application other than those identified in these Terms. Passport does not advocate the purchase or sale of any goods or services, even those provided by third-party content suppliers to ESP.

Excluded Damages

Passport, its affiliates, shareholders, directors, officers, employees, and licensors ("Passport Parties") will not be liable, jointly or severally, to Retailer or any other person as a result of Retailer's access to or use of ESP for indirect, consequential, special, incidental, punitive, or exemplary damages, including lost profits, lost savings, and lost revenues, whether characterized in negligence, tort, contract, or other theory of liability, even if any Passport Party has been advised of the possibility of such damages or could have foreseen them, and irrespective of any failure of an essential purpose of a limited remedy.

If any applicable authority holds any portion of this div unenforceable, the Passport Parties' liability will be limited to the fullest possible extent permitted by applicable law.

Third-Party Content and Suppliers

Third parties may provide some or all Content used by ESP. Such third-party providers may be solely responsible for Content data and fulfillment of Offers included in ESP from time to time, but regardless of third-party responsibility, Passport shall have no liability therefor. Some Suppliers may prohibit Retailer from accessing their Offers or Content.

Indemnification

Retailer shall indemnify, defend, and hold harmless Passport, its shareholders, directors, officers, employees, and agents from and against any and all claims, allegations, liabilities, damages, losses, expenses, demands, suits, and judgments, including reasonable attorney fees, costs, and expenses, arising from or relating to any breach of or default under this Agreement by Retailer or the Content, including the content or fulfillment of Offers.

Aggregate Liability Cap

Notwithstanding any other provision of this Agreement to the contrary, the Passport Parties' aggregate absolute and total liability to Retailer under this Agreement for any theory of liability or cause of action, for any loss or damage whatsoever, shall not exceed an amount equal to the fees payable by Retailer to Passport for one Billing Interval's use of ESP under this Agreement, whichever is less.

Choice of Law, Venue, Mediation, Arbitration, and Waiver of Civil Court

This Agreement is entered into, accepted, and fully performed in the State of Oregon. This Agreement is subject to Oregon law, excepting its conflict of law principles. The parties agree that exclusive jurisdiction and venue for resolving any and all matters or disputes relating to this Agreement is proper in Multnomah County, Oregon.

In the event of a dispute, the parties agree to participate in good faith in at least four hours of mediation in accordance with the procedures of the American Arbitration Association, or another unanimously agreeable dispute resolution organization, in the above venue. The parties shall share equally in the costs of mediation.

Should mediation fail to resolve such dispute, the parties waive the right to trial in civil court and agree that the dispute shall be submitted to binding arbitration in the above venue pursuant to the rules of the American Arbitration Association or another unanimously agreeable dispute resolution organization or process.

The arbitrator shall not have the power to commit errors of law or legal reasoning, errors of fact, or errors with regard to mixed questions of law and fact. The arbitrator shall not have the power to render an award not based on substantial evidence, based on evidence not presented at the hearing, or not in conformity with the substantive and procedural law of the State of Oregon.

If the arbitrator exceeds any of the foregoing specific powers, the award may be vacated or corrected by filing a petition pursuant to Oregon law regarding arbitration in the State Court in and for Multnomah County. In reviewing the award, the Court shall sit as if it were an appellate court, including the scope of review. The decision of the Court is subject to review by the Oregon appellate courts.

The prevailing party shall be entitled to an award of reasonable attorney fees, costs, and expenses as determined by the Court at trial and on any appeal.

Relationship to Current VacationPort Terms

These ESP Terms are product-specific terms for the ESP service and are incorporated into the current Passport Online, Inc. dba VacationPort ^® Terms of Service. If these ESP Terms conflict with a signed written agreement accepted by Passport Online, the signed written agreement will control with respect to the conflict. If these ESP Terms conflict with the current VacationPort Terms of Service, these ESP Terms will control only for ESP-specific product issues, and the VacationPort Terms of Service will control for general legal, account, intellectual property, privacy, payment, and dispute provisions not addressed here.

Security and Platform Integrity

Passport Online uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and related systems. Customer remains responsible for maintaining the confidentiality of account credentials, securing Customer systems, devices, domains, social accounts, integrations, and third-party tools, and promptly notifying Passport Online of any suspected unauthorized access or misuse.

No internet-accessible service can be guaranteed to be completely secure, uninterrupted, or free from unauthorized access. Passport Online does not warrant that the Services will prevent all security incidents, data loss, service interruptions, malicious activity, or unauthorized access.

Passport Online may monitor use of the Services, investigate suspected misuse, and suspend, restrict, or terminate access where Passport Online reasonably determines that use of the Services creates a security, legal, supplier, platform, reputational, operational, or customer-impact risk.

Usage Analytics and Service Data

Passport Online may collect and use usage logs, diagnostic data, performance metrics, device and browser information, feature activity, integration activity, and similar service data to operate, secure, support, improve, and analyze the Services, to prevent abuse, to enforce these Terms, and to develop aggregated or de-identified business and product insights.

Passport Online will handle personal information in accordance with its applicable Privacy Policy. Customer is responsible for providing any privacy notices, consents, cookie disclosures, and opt-out mechanisms required for Customer's own websites, social accounts, end users, subscribers, clients, and marketing activities.

Automated and AI-Assisted Features

The Services may include or support automated, algorithmic, artificial intelligence, machine learning, content suggestion, scheduling, recommendation, or data-processing features. Any output, suggestion, draft, classification, recommendation, or automated action is provided for Customer review and convenience only.

Customer is solely responsible for reviewing, approving, and verifying all content, offers, prices, claims, disclosures, recommendations, and instructions before publication, distribution, reliance, or use. Passport Online does not provide legal, compliance, advertising, tax, or professional advice through automated or AI-assisted features and does not guarantee that any output will be accurate, complete, non-infringing, compliant, or suitable for Customer's intended purpose.

Accessibility

Passport Online may provide tools, templates, hosted pages, content features, or implementation support that can assist with accessibility efforts. Unless expressly stated in a signed written agreement, Passport Online does not warrant that any Service, website, content, template, integration, third-party product, or Customer Content will comply with WCAG, ADA, div 508, or any other accessibility standard or legal requirement.

Customer is responsible for reviewing Customer Content, configuration choices, third-party tools, embedded content, images, documents, forms, links, color choices, alternative text, and business-specific legal obligations for accessibility compliance. Accessibility consulting, remediation, audits, or custom development may require a separate written agreement and additional fees.

Beta, Preview, and Experimental Features

Passport Online may make beta, preview, pilot, trial, or experimental features available from time to time. Such features are provided for evaluation purposes, may be modified or discontinued at any time, may not be supported, and may be subject to additional restrictions.

Beta, preview, pilot, trial, and experimental features are provided "as is" and "as available," without warranties, service-level commitments, support commitments, or any obligation to continue making them available.

Electronic Communications and Signatures

Customer consents to receive notices, disclosures, agreements, invoices, renewal notices, service communications, and other communications electronically, including by email, through the Services, through a customer dashboard, or by posting updated terms on a website. Customer agrees that electronic signatures, click-through acceptance, online registration, order submission, payment authorization, and electronic records have the same legal effect as physical signatures and paper records.

Copyright Complaints and Takedown Requests

If Customer or any third party believes that content available through the Services infringes copyright or other intellectual property rights, the complaining party may submit a written notice to Passport Online identifying the allegedly infringing material, the rights claimed, contact information, and a statement that the complaint is made in good faith. Passport Online may remove or disable access to content that it determines may create legal, supplier, platform, or intellectual property risk.

Customers that repeatedly provide, publish, upload, request, or approve infringing content may be suspended or terminated. Passport Online may require additional verification, rights documentation, or indemnity before restoring disputed content.

Aggregate Liability Cap

To the maximum extent permitted by law, and except for amounts owed by Customer, Customer's misuse of the Services, Customer's indemnification obligations, or violations of Passport Online's intellectual property or confidentiality rights, each party's total aggregate liability arising out of or relating to the Agreement or the Services will not exceed the amounts paid or payable by Customer to Passport Online for the applicable Service during the twelve (12) months preceding the event giving rise to the claim.

The foregoing cap applies regardless of the legal theory asserted and does not expand any disclaimer, exclusion, or limitation of liability stated elsewhere in these Terms.

Miscellaneous

Feedback and User Generated Content

Passport is free to use any comments, information, graphics, audio, images, links, ideas, concepts, reviews, techniques, or other material contained in any communication Retailer may send to Passport ("Feedback and User Generated Content"), including responses to questionnaires or postings to the ESP service, the Passport ESP Facebook group, other discussion forums, or other ESP features designed to collect Feedback and User Generated Content, worldwide and in perpetuity without further compensation, acknowledgement, or payment to Retailer for any purpose, including developing, manufacturing, and marketing products and creating, modifying, or improving ESP or other Passport products or services.

Retailer agrees not to enforce any moral rights in and to Feedback, to the extent permitted by applicable law. If Retailer submits Feedback and User Generated Content, Retailer warrants that Retailer has all necessary legal rights to upload, post, or submit such materials and that such materials will not violate any law or the rights of any person. Passport may remove any Feedback or User Generated Content for any reason and without notice to Retailer.

Customer Support

In the event of any conflict between these Terms and information provided by ESP Customer Service, these Terms control.

Survival and Severability

Each provision of this Agreement is severable. If any provision is ruled or determined to be void or unenforceable, the balance of the Agreement shall nonetheless remain in effect. A waiver of one or more breaches of any provision shall not act to waive any other breach, whether of the same or different provisions.

Changes to Terms and Assignment

Passport may change the terms, conditions, and provisions of these Terms. Such revisions are effective immediately; provided, however, for existing members, such revisions shall, unless otherwise stated, be effective thirty (30) days after posting.

Passport may assign this Agreement to any affiliated company or to any entity that succeeds to all or substantially all of Passport's business or assets related to ESP. Retailer may not assign or otherwise transfer any part or all of this Agreement or assign or delegate any rights or duties under this Agreement without Passport's prior written consent.

Confidential Information

Information and materials concerning Passport's business, plans, methodology, technology, and ESP ("Confidential Information") are valuable trade secrets of Passport. Retailer will not disclose, or permit to be disclosed, Passport's Confidential Information to any other party without Passport's prior written consent, except under order of court or government agency, and then only if Retailer gives notice of such order to Passport immediately upon receipt of demand for such information.

Retailer agrees to exercise due care in protecting Confidential Information from unauthorized use and disclosure. Confidential Information does not include information that is publicly available, in Retailer's lawful possession before the Effective Date and not subject to disclosure restrictions, obtained by Retailer from third parties without disclosure restrictions, or independently developed by Retailer without reference to Confidential Information.

Communication, Notices, and Complete Agreement

Communication and Notices

Passport will send Retailer information relating to the account in electronic form only, using the Contact Email found in the My Account div of the ESP website. Retailer agrees that any notices, agreements, disclosures, or other communications sent electronically satisfy any legal communication requirements, including that such communications be in writing.

Complete Agreement

This Agreement is the complete agreement between the parties as of the date hereof and supersedes all prior agreements, written or oral, as to its subject matter.

Contact

Passport Online, Inc. DBA VacationPort ^®
8705 SW Nimbus Ave, Suite 200
Beaverton, OR 97008
Phone: (503) 626-7766
Fax: (503) 626-8676