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These TERMS AND CONDITIONS (these “Terms and Conditions”) are made effective as of the date hereof by and between Viajala Operations Inc., a Delaware corporation, (“Viajala”) and each person contracting for the services described below (the “Advertiser”), either through an insertion order, contract, or otherwise. Each of Viajala and the Advertiser may be referenced individually as “Party” or collectively as “Parties.”

In consideration of the promises and the mutual covenants contained herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. General

1.1. Description of Services

Viajala advertises travel offerings (including flights and hotels) and/or Advertiser announcements on its Websites (as defined below) (the “Services”) to direct users to the Advertiser’s website so that users may purchase travel services (including airline tickets or hotel reservations) marketed by the Advertiser (the “Advertiser Offerings”). The Advertiser Offerings are and shall remain the exclusive responsibility of the Advertiser.

1.2. Websites

Viajala’s websites (the “Websites”) include:

1.2.1. Viajala’s owned and operated websites (such as https://viajala.com.co/, https://viajala.com.br/, https://viajala.com.ar/, https://viajala.cl/, https://viajala.com.pe/, https://viajala.com.ec/, https://viajala.com/, and https://viajala.com.mx/); and

1.2.2. websites owned and operated by Viajala’s third-party partners and affiliates.

Notwithstanding the foregoing, Viajala reserves the right to create new websites or other digital products of similar import (e.g., mobile applications) or eliminate existing ones from time to time.

1.3. Viajala Third-Party Partners and Affiliates

Advertiser expressly accepts that (a) Viajala may advertise its Services, advertisements and offerings on other websites selected by Viajala regardless of whether said websites are owned and operated by Viajala or a Viajala third-party partner or affiliate; and (b) Viajala may supply its third-party partners and affiliates with the necessary information related to Advertiser Offerings. Viajala covenants its third-party partners and affiliates shall comply with the contents of these Terms and Conditions as well as any other orders and supplementary agreements entered into by the Parties. In turn, the Advertiser expressly accepts that Viajala advertises Advertiser Offerings on the websites of its allies, affiliates and vendors, and that it will supply them with all the information related to the Advertiser Offerings.

1.4. Viajala Algorithm.

The order in which airline tickets and hotel offerings and other advertisements for Advertiser Offerings are shown on Viajala’s Websites depends on outputs produced by Viajala’s algorithm (the “Algorithm”), which takes into account a variety of factors, including, but not limited to, price, the number of flight stopovers, flight duration and the price per click received from the Services being offered. Advertiser agrees and acknowledges that said factors and their relative weight with respect to Algorithm outputs shall be determined by Viajala in its sole discretion.

1.5. Other Technologies

Viajala may use any technological mechanism that may allow it to improve the efficiency of its Services, including, but not limited to, caching of the Advertiser Offerings and Advertiser’s trademarks, including logos and other digital assets of similar import.

2. Advertiser’s Obligations

2.1. General

In addition to the obligations assumed by the Advertiser under the laws of the jurisdiction it operates in, the Advertiser shall:

2.1.1. supply Viajala, in a timely manner, all the information it may require to provide the Services related to the Advertiser Offerings;

2.1.2. timely pay all fees for the Services upon Viajala’s request in invoices delivered to Advertiser;

2.1.3. guarantee that all the information supplied to Viajala or the Customers (the “Information”) is true and correct, including Information that is modified (in which case Advertiser shall deliver the necessary modifications), and be liable to Viajala, the Customers, users and any third-parties interested in the truthfulness, precision, and authenticity of the Information;

2.1.4. be responsible for all liabilities, guarantees and all other obligations that it has towards Viajala, the Customers, users and third-party stakeholders in its role as a marketer of Advertiser Offerings; and

2.1.5. comply will all other terms included in these Terms and Conditions or under applicable law.

2.2. Obligations Regarding Advertiser Information and Digital Assets

With respect to Information and digital assets provided by Advertiser to Viajala, the following terms and conditions shall apply.

2.2.1. Information Regarding Airline Tickets and/or Hotels. Information related to Advertiser Offerings for airline tickets and/or hotels will be obtained by Viajala from the source provided by the Advertiser in the insertion order or contract signed by the Parties. Viajala shall solely reproduce said Information related to Advertiser Offerings for airline tickets and/or hotels from the source provided by the Advertiser and shall neither make adjustments to said Information nor be required to verify that the same is true or correct.

2.2.2. Advertisements. Advertisements that the Advertiser wishes to publish on Websites must be supplied as a final design (texts, distinctive signs, graphics) by the Advertiser to Viajala. Viajala shall solely reproduce the advertisements provided by the Advertiser and shall neither make adjustments to the designs nor to the Information contained therein.

2.2.3. All Available Advertiser Offerings. Advertiser shall be obligated to supply Viajala with Information for all offerings marketed by the Advertiser related to the Advertiser Offerings.

2.2.4. Price of Advertiser Offerings. The prices of the Advertiser Offerings communicated by the Advertiser to Viajala and which are published on the Websites must be the final price including all costs. If the prices of the Advertiser Offerings vary depending on the form of payment, the highest price will prevail and, therefore, that will be the price published. The Advertiser commits to always supplying Viajala with the best price it has for its Offerings.

2.2.5. Removal of Advertiser Offerings from Websites. Viajala may, in its sole discretion, remove the Information and/or the advertisements published on the Websites at any time, and without any need for prior notification to the Advertiser. Viajala reserves its reasons for removing the Advertiser Information and/or advertisement, which may be due to legal criteria or Viajala’s own internal policies.

2.2.6. Trademarks. Advertiser authorizes Viajala and its allies, partners, affiliates and vendors to, with the purpose of publicizing the Advertiser Offerings, publish on the Websites the Advertiser’s distinctive signs, marks (of any type), trade names and/or commercial logos.

3. Technical Disclaimer; Downtime; Cyber Security

Advertiser hereby acknowledges and agrees that the Services may not be provided for a reasonable period of time for purposes of maintenance, installation, updates, replacements, backup, or modifications of Viajala’s software or Services. Advertiser hereby disclaims and hereby waives any and all responsibility resulting from Advertiser’s failure to benefit from the Services during such downtime and from damages resulting from any other malfunction, virus, or similar technical development.

4. Representations and Warranties

4.1. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into these Terms and Conditions, to grant any rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the execution of these Terms and Conditions by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such party, these Terms and Conditions will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

5. Limitation of Liability

5.1. In no event will Viajala’s total liability in connection with these Terms and Conditions exceed the fees actually paid by Advertiser to Viajala during the immediately prior twelve (12) month period.

5.2. Advertiser Offerings shall be sold and executed on the Advertiser’s account, order and risk. In no event shall Viajala be liable for any transaction made between the Advertiser and its Customers as a result of Services provided by Viajala to Advertiser. Under no circumstances will Viajala be liable to the Advertiser or to third parties for any damage in any way related to: (i) use of the Websites or the content presented therein; (ii) any failure, delay, including the impossibility of using any component of the Websites to access reservations; (iii) the performance or inactivity of Viajala or an Advertiser, even if it is communicated that said damages will occur.

5.3. THE SERVICES ARE PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. VIAJALA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY MADE HEREIN, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VIAJALA SHALL NOT HAVE ANY LIABILITY RELATED TO THIS AGREEMENT FOR ANY LOST PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND VIAJALA SHALL NOT HAVE LIABILITY FOR ANY PURPOSE HEREUNDER THAT EXCEEDS THE AMOUNT SET FORTH IN SECTION 5.1 HEREIN.

5.4. Customer Complaints Viajala shall assume no responsibility or liability resulting from transactions made between the Advertiser and its Customers as a result of Services provided by Viajala to Advertiser. As a result:

5.4.1. Viajala shall not be responsible for alterations and/or cancellations in Advertiser Offerings.

5.4.2. The Advertiser shall be solely responsible for damages and losses incurred by the Customer or its luggage during the performance of the contracted Advertiser Offerings.

5.4.3. The Advertiser shall be solely responsible for collecting the amounts related to contracting the Advertiser Offerings, returning and/or reimbursing charges.

5.4.4. Viajala only acts as a channel for publicizing the Advertiser Offerings and, in consequence, is not responsible for any setback or damages that may result from the performance of the activity contracted by the Customer from the Advertiser. In the event any of the aforementioned assumptions should occur, these will be the responsibility of the Advertisers and attended according to the procedures established by them for this purpose.

5.4.5. Viajala does not guarantee that after the Customer searches for, reserves or purchases the Advertiser Offerings, no new offerings and prices different to those previously presented on the Websites will not appear.

5.4.6. Viajala shall not be responsible for the attainment of visas for destination countries, nor for connections, for passport validity, vaccinations, legal authorizations for minors traveling without an adult, obligatory insurance, among others.

5.5. Accuracy of Information.

5.5.1. The Websites show content and prices for a third party, the Advertiser. Viajala shall not be responsible for the Advertiser’s providing precise, updated or complete content.

5.5.2. Viajala does not manage Advertiser Offerings’ Information and, therefore, does not guarantee nor is it responsible for the truthfulness of the same or for the prices or availabilities advertised on the Websites.

5.5.3. Viajala contains links to Advertiser products, services and websites, and, as it has no control over the Advertisers it is not liable for the functionality, conditions, privacy, data security or any other Advertiser practice.

6. Confidentiality and reserve

6.1. Confidential information is understood as any and all non-public information, knowledge, or data of any nature and in any form that each Party has supplied or may supply to the other and/or to any other person related to the other Party (the “Representatives”) before or after an insertion order or contract is entered into by the Parties (the “Confidential Information”).

6.2. Each Party is bound not to reveal, share, exhibit, show, communicate, market, produce for third parties, or employ the Confidential Information it receives from the other Party, for purposes other than the performance of the commercial relationship that exists between the Parties and described in these Terms and Conditions.

6.3. Confidentiality obligations will not be breached by the receiving Party when:

6.3.1. The Confidential Information is in or becomes a part of the public domain, for reasons other than a breach of these Terms and Conditions by the receiving Party.

6.3.2. A competent authority requires the receiving Party to share Confidential Information. In this event the other Party must be informed before dissemination, such that the other Party may have the opportunity to defend, restrict, or protect it. In any event the obliged Party is bound to argue professional or commercial secrecy in a timely and appropriate manner to prevent dissemination.

6.3.3. The Parties agree to their revelation previously and in writing.

6.3.4. The Confidential Information is related to illegal activities and must be disseminated to comply with a duty to report to the corresponding authorities.

6.4. These confidentiality obligations will survive the termination of these Terms and Conditions or the contractual relationship between the Parties for whatever reason.

6.5. Termination or request for return. Upon the termination of the contractual relationship between the Parties for whatever reason, either Party may request and the other will be obliged to return and destroy any and all Confidential Information it has received, within 90 days of receiving the request.

6.6. Ownership. All Confidential Information delivered will continue being the exclusive property of the Party that supplied it and will be returned and destroyed and cease being used as established in the previous paragraph.

7. Indemnity

7.1. Advertiser shall at all times indemnify, defend and hold harmless Viajala, its parent companies, subsidiaries and affiliates, their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns, and the heirs, executors, administrators, successors, and assigns of any of them (the “Indemnified Parties”), from and against any liabilities relating to (i) any material breach by Advertiser of any of its obligations, representations, or warranties herein; (ii) the negligence or willful misconduct of Advertiser or its Representatives in the performance of its obligations hereunder; (iii) Advertiser’s data processing activities; and (iv) violation of any law or the rights of a third party, as well as any information, direction, or other materials provided to Viajala by Advertiser, including without limitation, any claim that such information, direction or materials violates any intellectual property rights of any third party.

7.2. In the event Viajala is entitled to indemnification under these Terms and Conditions, Viajala shall: (a) provide prompt written notice of the applicable claim to Advertiser; (b) provide the Advertiser with sole control of the applicable defense and settlement; and (c) cooperate as requested by the Advertiser, at the Advertiser’s expense. The Advertiser will not agree to any settlement unless such settlement includes a full release of the applicable claim against Viajala.

8. Termination

8.1. Except as provided in these Terms and Conditions, either Party may choose to terminate these Terms and Conditions by providing 2-weeks advance written notice. All fees and costs owed to Viajala under these Terms and Conditions shall survive the termination of this agreement. Notwithstanding the foregoing, these Terms and Conditions and any agreement related thereto made between the Parties shall terminate upon the occurrence of any of the following events:

8.1.1. By mutual agreement between Viajala and the Advertiser.

8.1.2. Due to the legal or de facto impossibility of performing the Services offered by Viajala and contracted by the Advertiser.

8.1.3. Unliterally by Viajala at any time in the event of the Advertiser’s non-compliance with any of its obligations described in these Terms and Conditions or any other agreement between the Parties.

8.1.4. All other events expressly described in these Terms and Conditions.

8.2. Your obligations to indemnify Viajala, along with any other part of these terms which, by their nature should survive termination of these Terms or your right to use the Services, shall survive.

9. Miscellaneous

9.1. Assignment. Neither party may assign, transfer, or delegate any or all of its rights or obligations under these Terms and Conditions, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, that, upon prior written notice to the other party, either party may assign these Terms and Conditions to an affiliate of such party or to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation, or acquisition. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.2. Third Party Beneficiaries. These Terms and Conditions are made for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms and Conditions.

9.3. Headings. The headings in these Terms and Conditions are for reference only and shall not affect the interpretation of these Terms and Conditions.

9.4. Amendment. These Terms and Conditions may be amended, modified, or supplemented by an agreement in writing signed by each party hereto; provided, however, that Viajala may amend these Terms and Conditions from time to time and may provide notice to the Advertiser of said amendments thereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

9.5. Validity. If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.6. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions. Any controversy or claim arising out of or relating to this Agreement or breach thereof shall be settled promptly by confidential arbitration with one (1) arbitrator in Miami, Florida, in accordance with the then existing rules of JAMS, Inc. The decision of the arbitrator shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. Each Party (a) hereby irrevocably and unconditionally submits to the arbitration described in this Section for the purpose of any suit, action or other proceeding arising out of or based upon these Terms and Conditions, (b) agree not to commence any suit, action or other proceeding arising out of or based upon these Terms and Conditions except as provided in this Section, and (c) hereby waives, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to such arbitration, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that these Terms and Conditions or the subject matter hereof may not be enforced in or by such arbitration.

9.7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.8. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

9.9. No Agency nor Partnership. Nothing contained herein shall be deemed to create an agency, joint venture, amalgamation, partnership or similar relationship between Viajala and Advertiser. Notwithstanding any of the provisions of these Terms and Conditions, neither Party shall at any time enter into, incur, or hold itself out to third Parties as having authority to enter into or incur, on behalf of the other Party, any commitment, expense, or liability whatsoever, and all contracts, expenses and liabilities undertaken or incurred by one Party in connection with or relating to Services and the Advertiser Offerings shall be undertaken, incurred or paid exclusively by that Party, and not as an agent or representative of the other Party. Furthermore, Advertiser acknowledges that Viajala is not a partner in the sale (of Advertiser Offerings resulting from Services provided by Viajala) made by the Advertiser to a the third-party that contracts the Advertiser Offerings (each, a “Customer”). All rights and obligations arising by virtue of the Customer contracting the Advertiser Offerings shall only bind the Advertiser and the Customer, and Viajala shall neither be liable nor responsible for the same.

BY USING THE SERVICES, ADVERTISER: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE TERMS AND CONDITIONS; (B) REPRESENTS THAT IT HAS THE AGE AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THESE TERMS AND CONDITIONS AND AGREES THAT IT IS LEGALLY BOUND BY THEM.

10. Notices, Questions or Concerns

All notices should be sent to: Viajala Att: [email protected]

All other comments, requests for technical support and other communications relating to the Site should be directed to: [email protected]

11. Term

These Terms and Conditions are in effect as of their date of publication in the month of May 2019. Any modification to these Terms and Conditions will be notified to Advertisers in a timely manner.