Terms and Conditions

By using any of the Services through Software/Website, You (including, if applicable, any legalentity which you represent or act for) ("Travel Agent") expressly agree to be bound by these terms and all applicable laws and regulations governing the Website and the Services. The terms form a legally binding agreement between you and Gypsycrm.com in relation to your use of the Website and/ or the Services and apply to all users of the Services, whether registered or not, on the Website.

As used in this Agreement, "Gypsycrm.com," "we," "us," and "our" shall mean GYPSYCRM and its subsidiaries and affiliates. By accessing or using the services available through our Website (the "Services"), you agree to be bound by these Terms of Service. These Terms do not alter in any way the terms or conditions of any other agreement you may have with GYPSYCRM for products, services or otherwise. If you are using the Services on behalf of any entity, you represent that you are authorized to do so.

We may, at our sole discretion, modify or revise these Terms of Service, policies and price of services such as of GypsyCRM at any time, by giving notice on its Website and/or through the Services, and you agree to be bound by such modifications or revisions. In the interest of clarity, it is stated that any free service can be converted into a paid subscription service at any given time. Although GypsyCRM may attempt to notify you when significant changes are made to these Terms of Service, you should periodically click on our Terms of Service to review any updates. All changes shall be effective immediately when we post them and shall apply to all access to and use of our Website thereafter. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits hereunder.

Our services are available only to and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or temporarily or indefinitely suspended GypsyCRM members. If you are under the age of 18, you cannot use this Service. If you do not qualify, please do not use our Site. Further, your GypsyCRM account and User ID may not be transferred or sold to another party. If you register as a business entity (i.e. Hotel, or other Travel Services Vendor), you represent that you have the authority to bind the entity to this Agreement.

Applicable Laws shall mean and include all applicable statutes, enactments, acts of legislature or parliament, provincial laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, or a court of United States

Advertising Regulation means any present or future code of practice, including the Broadcast Canadian Code of Advertising, adjudication, decision, direction or rule of any Advertising Regulator and includes any modifications, amendments or extensions thereof in force from time to time.

Authorized Usermeans the End-User or other individual authorized by Travel Agent that has (i) been assigned a unique username-password combination to access and use the Services, and (ii) downloaded and registered through the App or the Site to access and use the Services.(iii) who has joined the platform from the link provided by the Travel Agent.

App means the mobile application owned by GYPSYCRM through which an Authorized User (as defined below) may access the Services.

Content means report text, graphics, images, music, Software, audio, video, information or other materials.

You means a person who purchased GYPSYCRM Services and or completes GYPSYCRM account registration process.

Confidential Information means any written, machine-reproducible and/or visual materials that (i) are clearly labelled as proprietary or confidential, (ii) are identified as proprietary or confidential at the time of its disclosure or in writing provided within thirty (30) days after disclosure, or (iii) which should reasonably be understood to be confidential given the nature and circumstances of its disclosure, provided that Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) was in the receiving Party's lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving Party by a third party without restriction on disclosure, or (d)is independently developed by the receiving Party, which independent development can be shown by written evidence.

Representative means an entity and its Affiliate(s), any director, officer, employee, consultant, contractor, agent, distributors and attorney associated with the Company.

Site or Sites means

Software means GYPSYCRM

Third-Party means mobile phones, mobile Software, products and devices.

Travel Agent's Data" means any data input into and/or stored by the Travel Agents for themselves or for Authorized Users, including data and personal information about Travel Agents' Authorized Users, who use the Services. Travel Agent's Data treated as the Confidential Information of Travel Agent.

General

Users will not use the Services if any applicable law in their country prohibits them from doing so and or have not previously been their right to use the Services suspended or terminated.

You agree to release Company, its parents, partners, contractors and affiliates together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with or arising from your use of our Services. If at any time you are not happy with the product or the Services or object to any Content, your sole remedy is to cease using them.

Ambit of Service

Users will not use the Services if any applicable law in their country prohibits them from doing so and or have not previously been their right to use the Services suspended or terminated.

GYPSYCRM acts as a platform to allow the Travel Agents to manage their services ("Services"). The Travel Agent shall not be selling services to the Authorised Users via this platform. GYPSYCRM only acts as a data tracking system. Travel Agents can organize their business, plan trips for their Authorized Users by creating an itinerary for them, provide marketing and business automation services. This would include information about all reservations included in their trip flights, hotels, car rentals, cruises, excursions, etc.

GYPSYCRM shall not be liable for the performance of any Travel Services, including any loss or injury to any Authorized User resulting from a Travel Service, any unauthorized use, disclosure, or misuse of any Shared Information by a Travel Service Provider.

Because The GYPSYCRM is a passive platform, in the event that you have a dispute with one or more Authorized Users, you release
GYPSYCRM (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

GYPSYCRM does not control the information provided by other users (both Authorised Users and Travel Agents) made available through its system. You may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks in dealing with international trade and foreign nationals. Using this Site, you agree to accept such risks, as
GYPSYCRM is not responsible for the acts or omissions of users on the Site.

Acceptable Use Policies.

Travel Agent shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and others' rights. Travel Agent may not, and shall ensure that it does not, use the Services in any manner that would violate the rights of any third party, including but not limited to storing or processing any third party confidential, personal, or payment information into the Services without proper, lawful license or permission to do so. Travel Agent shall not use the Services to transmit any bulk unsolicited commercial communications. Travel Agent shall, and shall ensure that its Authorized Users, keep confidential and do not disclose to any third parties any user identifications, account numbers and account profiles

License to Use the Software

Subject to these Terms & Conditions, GYPSYCRM grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Software.

License to Travel Agent's Data.

Travel Agent's Data includes data derived from Travel Agent's Data but does not include non-identifiable data or metadata associated solely with Authorized Users' behaviours or actions with the Services. Travel Agent shall retain all right, title, and interest in Travel Agent's intellectual property rights in Travel Agent's Data. By importing or processing Travel Agent's Data, Travel Agent grants to GYPSYCRM the right and license to reproduce, distribute, modify, and adapt Travel Agent's Data solely to provide the Services to Travel Agent, including the right to disclose Travel Agent's Data to
GYPSYCRM' subcontractors as necessary to provide the Services to Travel Agent as well as to Travel Service Providers when necessary to facilitate the purchase or provision of Travel Services by an Authorized User. GYPSYCRM may use, display, store, disclose or transfer Travel Agent's Data as required by law or legal process, and GYPSYCRM shall provide reasonable notice to Travel Agent of any such disclosure.

Representations and Warranties with Respect to the Travel Agent's Data.

Travel Agents must obtain there own liability insurance cover before registering themselves on the GYPSYCRM platform.

Concerning any Travel Agent's Data that Travel Agent imports, stores, or processes through GYPSYCRM, Travel Agent represents, and warrants that:

It is the creator and owner of or has the necessary licenses, rights, consents, and permissions to use and to authorize GYPSYCRM (and, where applicable, Authorized Users) to use and distribute Travel Agent's Data as necessary to exercise the licenses granted by Travel Agent in this Agreement.

Travel Agent's Data, and the use thereof as contemplated herein, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.

Data Maintenance and Backup Procedures.

Traval Agents agrees to e-mail all travel details so that if there were a system failure, Authorised User would still have all the information they need. In the event of any loss or corruption of Travel Agent's Data, GYPSYCRM shall use its commercially reasonable efforts to restore the lost or corrupted Travel Agent's Data from the latest backup of such Travel Agent's Data maintained by GYPSYCRM; Travel Agent acknowledges that full restoration of Travel Agent's Data may not be possible under all circumstances.

Fees and Taxes

Fees; Late Payment. Travel Agent shall pay the Fees as defined in the applicable Service Order (payment page), using the method described therein or as selected by Travel Agent on the GYPSYCRM Site. Travel Agent is responsible for maintaining complete and accurate billing and contact information and notifying GYPSYCRM of any changes to such information. If GYPSYCRM is unable to charge the Fees to the payment information on file or if the Fees are otherwise overdue, GYPSYCRM shall have the right to (i) apply interest on past due amounts at the rate of (3%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by GYPSYCRM, and (ii) suspend Travel Agent's access to the Services if Fees remain overdue after reasonable notice is provided to Travel Agent. GYPSYCRM shall not pursue its rights in the foregoing sentence with respect to Fees that are under a reasonable good faith dispute which Travel Agent is cooperating diligently to resolve. If undisputed Fees remain overdue for ninety (90) days or more, Travel Agent shall be obligated to reimburse GYPSYCRM for the reasonable costs of collection, including reasonable fees and expenses of attorneys. Except as otherwise set
forth in an applicable Service Order, all Fees are non-refundable. Taxes. All amounts and fees stated or referred to in this Agreement or any
Service Order, are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation,) (collectively,
"Taxes"). Travel Agent shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any Fees, other than
any taxes based on GYPSYCRM' net income. With respect to Taxes charged on or applicable to the purchase orsale of Travel Services, GYPSYCRM shall reflect such Taxes in invoices and/or in the reporting available to Travel Agent on the GYPSYCRM Site, and Travel Agent shall be responsible for the payment of all such Taxes.

Third-Party Links, Content And Services

GYPSYCRM Services rely on or interoperate with third party products and services. These third-party products and services are beyond

GYPSYCRM's control, but their operation may impact or be impacted by the GYPSYCRM Services' use and reliability. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the GYPSYCRM Services operate, and (iii) GYPSYCRM is not responsible for damages and losses due to the operation of these third-party products and services.

GYPSYCRM does not control and is not responsible for e-mails sent from outside GYPSYCRM's domain or other means of electronic communication; and that by using the Website and the Service, you may be exposed to Content that is inaccurate or otherwise misleading. You acknowledge and agree that you are responsible and bear all risks associated with the use of our Product and Services, and that under no circumstances will GYPSYCRM be liable in any way for any loss or damage of any kind incurred as a result of the of our Product
and Services.

Any and all contents and services (including advertising) within GYPSYCRM that are not owned by GYPSYCRM are "third party content and services." GYPSYCRM acts merely as an intermediary service provider of and accepts no responsibility or liability for third party content and services, including but not limited to mobile Software used by your mobile phones.

Security Obligations.

GYPSYCRM shall (i) maintain appropriate information security practices for GYPSYCRM' systems used to provide Services, including reasonable security procedures and practices appropriate to the nature of the information, to prevent unauthorized access to, or use or disclosure of, any Travel Agent's Data (a "Security Incident"), and (ii) comply with all privacy and data security laws and regulations applicable to GYPSYCRM. GYPSYCRM shall promptly notify Travel Agent of any confirmed Security Incident that has impacted Travel Agent's Data, investigate, and remediate any
such Security Incident. For Security Incidents arising out of GYPSYCRM' negligence or failure to apply commercially reasonable security practices, GYPSYCRM shall be responsible for (i) costs of government or regulatory fines, and (ii) if Travel Agent reasonably determines that it is required by the applicable law to provide notice and/or credit monitoring or identity protection to any Authorized User and/or to provide notice to any governmental entity, costs associated with any such notices or identity protection (collectively, "Breach Costs"). GYPSYCRM shall have no responsibility to pay costs
related to a Security Incident to the extent such costs are due to gross negligence, will full misconduct, or fraud by Travel Agent or its Authorized
Users.

Communications with Authorised Users And Submissions

You agree that we have access to all communications, and we may retain such communications for our internal records.

Without limiting the scope of these Terms of Use, you agree to comply with these terms and conditions when communicating with Authorized User through the GYPSYCRM platform. You agree not to use any inappropriate, obscene, defamatory, offensive language, crude or discussions of any matters explicitly or by inference illegal in any way.

We reserve the right, but have no obligation, to (a) monitor any communications within GYPSYCRM; including, without limitation, to ensure that appropriate standards of online conduct are being observed, and (b) immediately or at any time remove any content that we deem objectionable or unsuitable in our sole discretion. GYPSYCRM does not endorse, approve, or prescreen any content that you or Authorized Users post or communicate on or through GYPSYCRM. GYPSYCRM does not assume any responsibility or liability for any content generated, posted or communicated by any users/members on or through GYPSYCRM. You agree to indemnify GYPSYCRM and each of their respective employees, contractors, officers, directors, agents, representatives, vendors and content providers from any liability or damages arising out of or resulting from any content you post or communicate on or through GYPSYCRM.

You agree that all information you submit upon creation of your account is accurate and truthful, and you have the right to post the Content on the Service and grant the license to GYPSYCRM.

Ownership and Intellectual Property

The Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of GYPSYCRM and its licensors. GYPSYCRM and its licensors reserve all rights in and to the Software not expressly granted to you herein. There are no implied licenses herein. All suggestions or feedback provided by you to GYPSYCRM with respect to the Software shall be

GYPSYCRM property. GYPSYCRM may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you.

This Website, our product and all other Content forming part of the Website, including without limitation, all photographs, ideas, images, designs, information, interfaces, text, graphics, brand names, logos and trademarks, are protected by copyright, trademark and other intellectual property laws of United States.

You acknowledge and agree that GYPSYCRM owns, controls or is licensed all legal right, title and interest in and related to the Product and Website, including all intellectual property rights. You may not:

modify or copy the idea of trade, layout or appearance of the Product and Website or any computer software or code contained in the Website; and/or
decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Website.

If you believe that anything on or available through the Services infringes upon any copyright which you own or control, you may contact us
[email protected]

You acknowledge that all intellectual property rights, including without limitation, copyrights, patents, trademarks, and trade secrets, in the Product, Product Software, and Services (i.e., the Sites, Web Apps, and Mobile Apps) are owned by GYPSYCRM or its affiliates or our licensors. Your possession, access, and use of the Product, Product Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights.

GYPSYCRM and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

You may not use the Content of the Services in any other public or commercial way, nor may you copy or incorporate any of the Content of the Services into any other work, including your own Website, without the written consent of GYPSYCRM. You must have a license from us before you can post or redistribute any portion of the Services.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk and responsibility. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or by anyone who may be informed of any of its contents.

Disclaimer of Warranties

Warranty for Services. GYPSYCRM warrants that the Services will substantially conform to the functionality set forth herein and that the Services shall be provided in a professional and workmanlike manner, in compliance with all applicable laws.

Travel Agent Use and Data. GYPSYCRM shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to GYPSYCRM by Travel Agent or by any Authorized User in connection with the Services. Except as otherwise setforth herein,
GYPSYCRM expressly disclaims any and all liability in connection with Travel Agent's Data. GYPSYCRM is under no obligation to edit or control Travel Agent's Data that Travel Agent imports to or the Services. GYPSYCRM may, at any time without prior notice, remove any Travel Agent's Data that violates this Agreement or applicable law or which violates the rights of a third party or GYPSYCRM. GYPSYCRM shall have no liability for any acts taken by Travel Agent or an Authorized User in violation of the Acceptable Use Policies described above, including but not limited to an Authorized User's misuse of Travel Agent's corporate credit card or violation of Travel Agent's travel and expense policies

Travel Risk. By offering reservations for Travel Services via the Services, in particular for international destinations, GYPSYCRM does not represent or warrant that travel to such areas is advisable or without risk, and is not liable for damages or losses that may result from travel to such destinations. The Travel Service Providers are independent contractors and not agents, subcontractors, or employees of GYPSYCRM.
GYPSYCRM disclaims all liability relating to the actions or inactions of Travel Service Providers or to any Travel Services, including any actions or inactions that result in any personal injuries, death, property damage, or other damages to Travel Agent or an Authorized User.
GYPSYCRM has no liability to Travel Agent or its Authorized Users and will make no refund in the event of any delay, cancellation, overbooking, strike, force majeure or other causes beyond GYPSYCRM' control

YOUR USE OF THE OUR PRODUCT, WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS SUFFERED IN RELATION TO YOUR USE OR INABILITY TO USE THE WEBSITE WITHOUT LIMITINGTHE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE MAKE EVERY EFFORT TO VERIFY STATEMENTS AND INFORMATION SUBMITTED BY THE THIRD PARTIES AND OUR MEMBERS; THE INFORMATION COMPILED BY US IS BASED ON INFORMATION SUPPLIED BY VARIOUS INDIVIDUALS AND BUSINESSES; IT DOES NOT REPRESENT THE VIEWS OF GYPSYCRM. AND GYPSYCRM CANNOT BE HELD RESPONSIBLE FOR ANY OMISSIONS OR INACCURATE CLAIMS THAT MAY APPEAR.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

Facebook adheres to the Self-Regulatory Principles for Online Behavioral Advertising established by the Digital Advertising Alliance. You can also opt-out from Facebook and other participating companies through the Digital Advertising Alliance in the USA http://www.aboutads.info/choices/ ,the Digital Advertising Alliance of

United States in United States http://youradchoices.ca/ or the European Interactive Digital Advertising Alliance in Europe http://www.youronlinechoices.eu/, or opt-out using your mobile device settings.

For more information on the privacy practices of Facebook, please visit Facebook's Data Policy: https://www.facebook.com/privacy/explanation

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

Consequential Damages Waiver. In no event shall either Party be liable to the other Party for incidental, special, exemplary or consequential damages, including loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, whether or not such Party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability) or otherwise.

IN NO EVENT SHALL GYPSYCRM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE DEVICE, (II) PERSONAL INJURY OR PROPERTY DAMAGE(INCLUDING YOUR SMARTPHONE), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PRODUCT AND SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE,WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GYPSYCRM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT GYPSYCRM SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THE SERVICES ARE CONTROLLED AND OFFERED BY GYPSYCRM FROM ITS FACILITIES IN United States AND USA. GYPSYCRM MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

GYPSYCRM AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GYPSYCRM OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.

YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SHALL APPLY EVEN IF GYPSYCRM IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF GYPSYCRM OR GROSS NEGLIGENCE OF GYPSYCRM IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.

Use Of The Services

You will not prepare the replica of our product and or use, copy, adapt, modify, decompile, reverse engineer, disassemble, decrypt, attempt to derive the source code, prepare derivative works based upon, distribute, license, sell, rent, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the product and Content, except as expressly permitted by GYPSYCRM or as permitted under applicable law. Any unauthorized use of the Services is strictly prohibited and will terminate the license granted in these Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you GYPSYCRM will not be liable on account of any inaccuracy of information on this web Website. It is the responsibility of the visitor to further research the information on the Website. The User undertakes not to duplicate, download publish, modify and distribute the material on GYPSYCRM unless specifically authorized by GYPSYCRM in this regard

Feedback

If Travel Agent or its Authorized Users submit suggestions, ideas, comments, or questions containing product feedback about or posted through the Services("Feedback"), Travel Agent grants GYPSYCRM and its Affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form. Travel Agent shall have no intellectual property right in the Services as a result of GYPSYCRM incorporation of Feedback into the Services.

Termination

GYPSYCRM reserves the right, in its sole discretion to terminate your right to access and use the Services if you violate these Terms or any other terms or policies referenced herein, or if you otherwise create risk or possible legal exposure for us.

Electronic Communications

When you send an e-mail or chat electronically with GYPSYCRM, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail. You agree that all agreements, notices, disclosures and other communications that GYPSYCRM provides to you electronically satisfy legal requirements that such communications be in writing.

Entire Agreement/ Severability

These Terms and Conditions constitute the entire Agreement between You and GYPSYCRM, in relation to Your use of our Product, Website and/ or the Services and supersedes any prior representations, inducements or agreements relating to its subject matter. You agree that these Terms of Use are not intended to confer and do not confer any rights or remedies upon any third party. If any part of these Terms of Use are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. These Terms of Use, including all terms and policies referenced herein, contain the entire understanding and supersede all prior agreements between you and GYPSYCRM relating to this subject matter and cannot be changed or terminated orally.

Assignment

You may not assign these Terms or any of the rights granted hereunder without the prior written consent of GYPSYCRM, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, these Terms will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.

Non-waiver

Failure by either GYPSYCRM or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

Indemnification

You agree to defend, indemnify and hold harmless GYPSYCRM and its respective employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers from and against any and all liabilities, claims and expenses, including attorneys' fees, that arise from a breach of these Terms of Use for which you are responsible or in connection with your transmission of any content to, on or through our Website. Without limiting your indemnification obligations described herein, we reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

Force Majeure

GYPSYCRM shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control; including, without limitation, any failure to perform hereunder due to unforeseen circumstances or causes beyond its control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.

Governing Law And Arbitration

a. Governing Law. The Parties hereby agree that all actions brought in respect of this Agreement, or any Services delivered pursuant to this Agreement, shall be brought before a Competent Court of United States, and the parties hereby acknowledge the exclusive jurisdiction of the Competent Courts of Ontario. Therefore, you agree that: (i) the Service shall be deemed solely based in Ontario and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Ontario. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a competent court located in, Ontario or the

United States District Court, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as further set forth in the Arbitration provision below.

Arbitration Procedures:

Discovery. Each Party may (a) request relevant, non-privileged documents from the other Party; and (b) request that the other Party provide the particulars of its claims or defences. Any such discovery requests must be served on the other Party within 10 days after the arbitrator's appointment. The responding Party shall provide the requesting Party with all responsive, non-privileged documents, the requested particulars, and/or any objections to the requests within 15 days after receipt of the requests. Any disputes about discovery or requests for extensions shall be submitted promptly to the arbitrator for prompt resolution. In ruling on any discovery dispute or extension request, the arbitrator shall take into consideration the nature, amount, and scope of the underlying arbitration claim, the cost and other effort that would be involved in providing the requested discovery, the case schedule, and whether the requested discovery is necessary for the adequate preparation of a claim or defence.

Communications with the Arbitrator. Whenever communicating with the arbitrator, the parties must include each other – for example, by including the other Party on a telephone conference call and copying the other Party on any written submissions, such as letters or e-mails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or e-mail. Ex parte communications are not permitted with any arbitrator.

Confidentiality. Upon either Party's request, the arbitrator will issue an order requiring that confidential information of either Party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted filing of confidential information must be done under seal.

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If you have any questions or concerns regarding these Terms or our Services, please contact us through the support portal at Info@gypsycrm.com

(P) 443-775-2279 | [email protected]