PASSPORT ONLINE, INC. DBA VACATIONPORT ® NEXCITE SERVICES AGREEMENT TERMS AND CONDITIONS
Effective Date: May 29, 2025
Passport Online, Inc. dba VacationPort ® ("Passport Online," "Passport," "VacationPort," "we," "us," or "our") provides NexCite ® Services for travel industry professionals, agencies, suppliers, and related businesses.
These NexCite ® Services Terms of Use ("Terms") govern Customer's access to and use of NexCite ®, NexCite Basic, NexCite To-Go, NexCite Connect, and any related websites, hosted services, tools, integrations, content, databases, software, application programming interfaces, and digital services provided by Passport Online under the NexCite ® brand.
These Terms are incorporated into and made part of any NexCite ® order form, subscription agreement, service agreement, statement of work, online registration, invoice, or other ordering document between Customer and Passport Online as though set forth in full therein.
By executing an order form, service agreement, statement of work, online registration, or by accessing or using any NexCite ® Service, Customer accepts and agrees to these Terms. Use of the Services constitutes acceptance even if no written agreement has been executed, unless Passport Online expressly requires a signed agreement before providing the applicable Service.
If there is a conflict between these Terms and a separate written order form, service agreement, or product-specific agreement signed or accepted by Passport Online, the signed or accepted agreement will control with respect to the conflicting terms.
"Agreement" means these Terms together with any applicable order form, service agreement, product terms, statement of work, invoice, or other written agreement between Customer and Passport Online.
"Customer" means the person or entity that purchases, subscribes to, accesses, or uses the NexCite ® Services.
"Customer Content" means data, materials, copy, graphics, images, branding, trademarks, logos, travel information, customer information, and other content provided by or on behalf of Customer.
"NexCite ® Services" means, depending on Customer's subscription or order form, hosted website services, limited-feature services, embeddable tools, application programming interfaces, integrations, content access, software-as-a-service products, and related services provided under the NexCite ®, NexCite Basic, NexCite To-Go, or NexCite Connect product names.
"Offers" means third-party travel content, promotions, data, products, services, packages, or supplier-provided information made available through Passport Online systems, including through VacationPort TM or related databases.
Passport Online provides access to the NexCite ® Services on a subscription, order form, or usage basis. Features, functionality, service levels, access rights, content availability, integrations, usage limits, pricing, billing cycles, support levels, and cancellation rights may vary by product, plan, and Customer agreement.
Passport Online may update, modify, enhance, discontinue, restrict, suspend, refuse, delete, or replace any feature, content, Offer, supplier feed, integration, API endpoint, template, or tool within the NexCite ® Services from time to time in its sole discretion. Passport Online will use commercially reasonable efforts not to materially reduce the core functionality of the purchased Service during the applicable subscription term, unless the change is required for legal, security, supplier, operational, abuse-prevention, or technical reasons.
The following terms apply to the applicable NexCite ® product. A Customer may be subject to more than one product category depending on the Services purchased.
Applies to the core hosted website platform. Passport Online may provide website hosting, access tools, storage, templates, content display tools, and related services. Storage, bandwidth, support, customization, and resource usage may be limited by plan or order form. Additional usage or service requests may result in additional fees.
Applies to limited-feature subscriptions or entry-level versions of NexCite ®. Functionality, content access, integrations, customization options, support, storage, bandwidth, administrative tools, and service levels may be restricted. Passport Online may enforce tier-specific limits through feature restrictions, throttling, suspension, or required upgrade where Customer's use exceeds the applicable tier.
Applies to embeddable tools, widgets, lightweight experiences, or similar components made available for use on Customer-owned or third-party websites. Customer is responsible for its own implementation, website environment, third-party platform compatibility, privacy notices, cookie disclosures, accessibility obligations, and compliance with applicable laws and site policies. Customer may not modify, obscure, remove, misrepresent, interfere with, frame in a misleading manner, or reverse engineer NexCite To-Go tools, code, branding, functionality, or attribution. Passport Online may revoke, suspend, disable, or change embedded tools or access credentials if Customer's use creates legal, supplier, security, performance, reputational, or operational risk.
Applies to embeddable tools, widgets, lightweight experiences, or similar components made available for use on Customer-owned or third-party websites. Customer is responsible for its own implementation, website environment, third-party platform compatibility, privacy notices, cookie disclosures, accessibility obligations, and compliance with applicable laws and site policies. Customer may not modify, obscure, remove, misrepresent, interfere with, frame in a misleading manner, or reverse engineer NexCite Connect tools, code, branding, functionality, or attribution. Passport Online may revoke, suspend, disable, or change embedded tools or access credentials if Customer's use creates legal, supplier, security, performance, reputational, or operational risk.
Offers and other third-party content may be provided by travel suppliers, advertisers, technology providers, data providers, or other third parties. Such third parties are solely responsible for the accuracy, availability, legality, completeness, pricing, fulfillment, and content of their Offers and services.
Passport Online does not guarantee that any Offer, supplier content, third-party product, integration, or data source will remain available. Access to Offers or content may vary by product, tier, supplier authorization, territory, customer type, or other restrictions. Some suppliers may prohibit or restrict Customer from accessing, displaying, distributing, or using their Offers.
Customer is solely responsible for any agreement, booking, fulfillment, customer service, payment, disclosure, or legal obligation arising between Customer and any supplier, traveler, advertiser, or other third party.
Customer shall access and use the NexCite ® Services only in accordance with the Agreement, these Terms, applicable documentation, instructions, training materials, and applicable laws, rules, and regulations.
Customer is responsible for maintaining accurate account information, including its primary contact name, email address, telephone number, billing information, and authorized users. Customer must promptly update Passport Online regarding any changes to such information.
Customer is solely responsible for Customer Content and represents that it has all rights, permissions, licenses, and consents required to provide, publish, display, distribute, transmit, or otherwise use Customer Content through the NexCite ® Services.
Customer shall not use the NexCite ® Services or Passport Online systems for unlawful, fraudulent, harmful, abusive, or unauthorized purposes. Prohibited conduct includes, without limitation:
If Customer uses any NexCite ® email, marketing, messaging, lead-generation, or communications tools, Customer must comply with all applicable anti-spam, telemarketing, privacy, and consumer protection laws, including the CAN-SPAM Act where applicable. Customer must use valid opt-in methods, provide clear unsubscribe mechanisms, honor opt-out requests, remove undeliverable addresses where appropriate, disclose the nature and frequency of mailings where required, and avoid unsolicited bulk or commercial messages.
Customer shall not manipulate identifiers or headers to disguise the origin of communications, relay email through third-party servers without authorization, use Passport Online systems to facilitate junk mail, chain letters, pyramid or Ponzi schemes, unauthorized solicitations, or other abusive communications, harvest email addresses using robots or automated tools, or upload, post, email, transmit, or otherwise make available substantially similar messages repeatedly in a manner that may constitute spam or abuse.
Passport Online may terminate the Agreement and the applicable NexCite ® Services immediately and without prior notice if Passport Online determines, in its sole and absolute discretion, that Customer has violated these email or anti-spam requirements. Failure by Passport Online to enforce these requirements in any instance will not waive its right to enforce them in the future.
Passport Online may suspend, restrict, or terminate access to any NexCite ® Service immediately and without prior notice if Passport Online determines, in its sole discretion, that Customer's use creates legal risk, security risk, operational risk, supplier risk, service disruption, or violation of these Terms.
Fees, charges, billing cycles, payment terms, usage limits, and applicable taxes are stated in the applicable order form, invoice, service agreement, customer dashboard, or other written agreement. Fees may include subscription fees, setup fees, usage-based fees, API fees, integration fees, additional resource fees, support fees, or other charges.
Unless otherwise stated in the Agreement, subscription fees, usage fees, one-time fees, setup fees, renewal fees, and other charges may be automatically charged to the payment method provided by Customer. Customer authorizes Passport Online to charge the payment method on file, and any updated payment method provided by Customer or Customer's card issuer, for all amounts due on a recurring basis. Customer is responsible for maintaining valid payment information and for any foreign transaction fees, card issuer fees, bank fees, taxes, or other charges imposed by third parties.
Amounts due but unpaid may be subject to a monthly service charge of 1.5% or the maximum amount permitted by law, whichever is lower. Passport Online may suspend Services for non-payment and may change fees and charges from time to time upon at least sixty (60) days' prior notice, unless a different notice period is stated in the applicable Agreement.
Setup fees, implementation fees, onboarding fees, migration fees, and other one-time charges are non-refundable under all circumstances unless Passport Online expressly agrees otherwise in a signed writing.
Unless otherwise stated in the applicable Agreement, subscriptions continue for the initial term stated in the order form or subscription agreement and automatically renew for successive renewal terms or billing periods until terminated in accordance with the Agreement.
To prevent renewal, either party must provide written notice of non-renewal or termination at least thirty (30) days before the end of the then-current term, unless a different notice period is stated in the applicable Agreement. Charges may be posted on or after the first day of each billing period, and Customer authorizes Passport Online to charge the payment method on file for renewal fees and recurring charges.
The Agreement becomes effective on the effective date stated in the applicable order form, agreement, online registration, invoice, or other ordering document, or upon commencement of Services, whichever occurs first, and continues until terminated in accordance with the Agreement.
Either party may terminate the Agreement with or without reason by giving written notice to the other party stating a termination date at least thirty (30) days after the notice date, unless a different period is specified in the applicable Agreement or renewal provision.
Either party may terminate the Agreement for material breach if the breach is not cured within thirty (30) days after written notice. Failure to pay amounts when due may be subject to a seven (7) day cure period. Breach of confidentiality obligations may be subject to a seventy-two (72) hour cure period. Passport Online may terminate or suspend access immediately, without prior notice or opportunity to cure, for violations of Customer responsibilities, acceptable use, anti-spam requirements, confidentiality, security obligations, supplier restrictions, API restrictions, unlawful content, prohibited content, or other conduct that Passport Online determines, in its sole and absolute discretion, creates legal, security, operational, supplier, reputational, or customer-impact risk.
Upon termination, Customer's access to the applicable NexCite ® Services will cease. Unless otherwise stated in the Agreement, prepaid but unearned subscription fees may be refunded only if Passport Online terminates without cause or Customer terminates due to Passport Online's uncured material breach. Customer termination without cause, non-renewal after charges are incurred, or Passport Online termination due to Customer breach will not result in a refund. Setup fees and related one-time charges are non-refundable under all circumstances.
Customer retains ownership of Customer Content. Passport Online may host, process, transmit, use, and disclose Customer Content and related data as necessary to provide, maintain, support, secure, improve, and administer the NexCite ® Services, comply with law, enforce the Agreement, and protect Passport Online, its customers, suppliers, users, and systems.
Customer is responsible for providing all required privacy notices, obtaining all required consents, and complying with all applicable laws governing Customer Content, end-user data, lead data, traveler information, email addresses, and other personal information collected, transmitted, displayed, or processed through the NexCite ® Services.
For NexCite To-Go and NexCite Connect, Customer is responsible for the privacy, cookie, tracking, and disclosure practices of the website or platform on which the tool is embedded.
Passport Online's privacy practices are described in its Privacy Policy located at https://www.vacationport.com/Info/PrivacyPolicy.
Passport Online has no responsibility, obligation, or liability for backup, preservation, recovery, export, or restoration of Customer data, Customer Content, site configurations, integrations, or other materials except where Passport Online has expressly agreed otherwise in a signed writing. Customer is responsible for maintaining its own copies, records, and backups of Customer Content and business-critical data.
As between Passport Online and Customer, Passport Online owns and retains all right, title, and interest in and to the NexCite ® Services, VacationPort TM database, software, systems, hosted environments, templates, tools, APIs, feeds, technology, documentation, designs, methods, trademarks, service marks, copyrighted materials, trade secrets, and other intellectual property associated with the Services.
Subject to the Agreement, Passport Online grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the applicable NexCite ® Services during the term of the Agreement for Customer's internal business purposes and authorized customer-facing uses.
Customer owns Customer Content. Customer grants Passport Online a non-exclusive license to host, copy, display, distribute, transmit, process, modify, and otherwise use Customer Content as necessary to provide, support, maintain, secure, and improve the NexCite ® Services.
Customer shall not copy, modify, reverse engineer, decompile, disassemble, resell, sublicense, distribute, or create derivative works from the NexCite ® Services except as expressly permitted in writing by Passport Online.
THE NEXCITE ® SERVICES, OFFERS, THIRD-PARTY CONTENT, THIRD-PARTY PRODUCTS, AND RELATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PASSPORT ONLINE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
PASSPORT ONLINE DOES NOT WARRANT THAT THE NEXCITE ® SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, THAT ANY CONTENT OR OFFER WILL BE ACCURATE OR AVAILABLE, THAT THIRD-PARTY SERVICES WILL CONTINUE TO OPERATE, OR THAT ANY DATA, COMMUNICATION, TRANSMISSION, OR SYSTEM WILL BE SECURE OR FREE FROM UNAUTHORIZED ACCESS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PASSPORT ONLINE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, OR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, DOMAIN NAME, BUSINESS OPPORTUNITY, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE NEXCITE ® SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PASSPORT ONLINE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE NEXCITE ® SERVICES WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
Customer agrees to defend, indemnify, and hold harmless Passport Online, its parents, subsidiaries, affiliates, directors, officers, employees, agents, contractors, licensors, suppliers, vendors, and third-party providers from and against any claims, liabilities, damages, losses, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer Content, Customer's use of the NexCite ® Services, Customer's products or services, Customer's relationship with suppliers or travelers, Customer's breach of the Agreement, Customer's violation of law, or Customer's infringement or misappropriation of third-party rights.
Each party may receive confidential or proprietary information from the other party. Customer acknowledges that information and materials concerning Passport Online's business, plans, methodology, technology, NexCite ® Services, VacationPort TM, databases, systems, software, documentation, pricing, and technical materials may constitute confidential information and valuable trade secrets of Passport Online.
Each party agrees to use reasonable care to protect the other party's confidential information and not to disclose it to any third party except as permitted by the Agreement, required to perform obligations under the Agreement, or required by law, court order, or governmental authority. Confidential information does not include information that is publicly available through no fault of the receiving party, lawfully known before disclosure, lawfully obtained from a third party without restriction, or independently developed without use of the disclosing party's confidential information.
Customer represents and warrants that Customer, its organization, and any person or entity it represents in procuring or using the NexCite ® Services are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions, are not designated on any applicable restricted party, denied party, sanctions, or terrorist list, and are not owned or controlled by such a person or entity. Customer shall not use the NexCite ® Services in violation of export control laws, sanctions laws, anti-terrorism laws, or other applicable trade restrictions.
Upon termination or expiration of the Agreement, rights and obligations that by their nature should survive will survive, including without limitation provisions concerning fees and payment, refund restrictions, confidentiality, intellectual property ownership, disclaimers, limitation of liability, indemnification, data backup disclaimers, third-party products, notices, governing law, venue, attorneys' fees, and general terms.
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.
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.
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.
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.
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.
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.
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.
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.
All notices must be in writing and sent to the addresses stated in the applicable Agreement or to any updated notice address provided by the receiving party. Notices may be delivered by personal delivery, courier, email, facsimile, or United States mail, unless a different notice method is required by the applicable Agreement. Notices are effective when actually received in written form, except that notices sent by certified United States mail, properly addressed and postage prepaid, will be deemed effective three (3) days after deposit in the United States mail. Passport Online may also provide notices regarding changes to these Terms or the Services by posting a revised version on its website or within the applicable Service.
Passport Online may provide or reference third-party products, technologies, integrations, services, or content. Such references do not constitute endorsement. Passport Online disclaims all warranties and liability relating to third-party products and services. Customer uses third-party products and services at its sole risk.
Customer may not assign, transfer, or delegate its rights or obligations under the Agreement without Passport Online's prior written consent. Passport Online may assign the Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.
These Terms, together with any applicable order form, service agreement, product terms, privacy policy, invoice, statement of work, or written agreement, constitute the complete agreement between the parties with respect to the NexCite ® Services and supersede prior agreements on the same subject matter.
The Agreement and these Terms are governed by the laws of the State of Oregon, without regard to conflict of law principles. Venue for any dispute relating to the Agreement or the NexCite ® Services will be exclusively in the state or federal courts located in Multnomah County, Oregon. The prevailing party will be entitled to recover reasonable attorneys' fees, costs, and expenses as determined by the court at trial and on any appeal.
If any provision of the Agreement or these Terms is determined to be invalid, void, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to carry out the parties' intent as nearly as possible. A waiver of any breach or default will not constitute a waiver of any other breach or default.