TERMS OF SERVICE

If you’re using the Par Site, Application or Services, you are contracting with Par with respect to use of the Par Site, Application, Platform or Services. The Par Site and/or Application or Services are each hereinafter referred to as "we", "us", or "our").

Par is excited to provide an online platform that connects people with excess and or expiring miles, referred to as “Milers”, with friends and family looking to book flights with miles, referred to as “Travelers”. Connections are accessible at www.getonpar.com and any other websites through which Par makes the Services available (collectively, the “Site”) and on the Par application for mobile devices (the “Application”).

By using the Site or Application, you’re agreeing to comply with and be legally bound by these Terms of Service (“Terms”), whether or not you become a registered user. These terms oversee your access to, and use of, the platform and its collective Content. It’s a binding legal agreement between you and Par.

If you don’t agree to these Terms, you have no right to obtain information from or otherwise continue using the platform.

Failure to use the platform in accordance with these Terms may subject you to civil and criminal penalties.

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT.


Modification

Par reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice.
– If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification.
– By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you’re indicating that you agree to be bound by the modified Terms.
– If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
– If the Site, Application or Services are changed, discontinued suspended, Users will be notified via e-mail or other mean off ( of)  communication.


Eligibility

The Site, Application and Services are intended solely for persons who are 18 years of age or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older. You must have a verified phone number and valid state­ issued driver’s license or Passport to use the App. We reserve the right to remove a user for any reason.


How the Site, Application and Services Work

Par makes available a marketplace with related technology for Milers and Travelers to arrange booking flights directly with each other through the use of the Par website or Application. Please be respectful; Users of Par are responsible for their actions. The Site, Application and Services connects users with excess and or expiring miles to users seeking to book flights with miles. The users with miles will need to list their miles and provide Par access to their loyalty program accounts. Access is requested because we will facilitate any transactions between users. Par takes security very seriously and all information provided to Par will not be compromised in any way. If you wish to be a user you must first register to create a Par account(defined below). Unless explicitly specified otherwise in the Par platform, our responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services (ii) facilitating the transaction of miles between Miler and Traveler for flight booking and (iii) serving as the limited payment collection agent of the Miler and for the purpose of accepting payments from the Traveler.


Account Registration

In order to access certain features of the Site and Application, and to book a flight, you must register to create an account (“Par Account”) and become a Member. You may register to join the Services directly via the Site or Application with an email or through facebook registration.

We’ll create your Par Account and profile page for you based upon the personal information you provide to us or that we obtain via a social networking site. Please note:

You may not have more than one (1) active Par Account.

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.

Par reserves the right to suspend or terminate your Par Account and your access to the Site, Application and Services if you create more than one (1) Par Account, if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete, if you violate any of the Terms of Service, or for any other valid reason to be determined at the sole discretion of Par.

You will take sole responsibility for any activities or actions under your Par Account, whether or not you have authorized such activities or actions.

You are responsible for safeguarding your password.

You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Par Account, whether or not you have authorized such activities or actions.

You will immediately notify Par of any unauthorized use of your Par Account.

You can also register to join by logging into your account with certain third-party social networking sites. You may link your Par Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Par through the Site, Services or Application; or (ii) allowing Par to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

You represent that you’re entitled to disclose your Third-Party Account login information to Par and/or grant Par  access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Par to pay any fees or making Par  subject to any usage limitations imposed by such third-party service providers.

By granting Par access to any Third-Party Accounts, you understand that Par will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it’s available on and through the Site, Services and Application via your Par Account and Par Account profile page.

Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Par Account on the Site, Services and Application.

If a Third-Party Account or associated service becomes unavailable, or the third-party service provider terminates access to the Third-Party Account, then SNS Content will no longer be available on and through Par.

You have the ability to disable the connection between your Par Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Site and Application.

Par makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Par is not responsible for any SNS Content. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.


Milers: Members with excess or expiring miles

You’ll be required to list the number of miles you are willing to transact with and agree to a turnaround time of within 48 hours if Par is able to connect you with a user who is in need of your miles. If requests are not confirmed within the 48 hour request period, the request will be cancelled. You’re responsible for honoring any confirmed flights. You agree that you’ll be responsible for performing the obligations of any such agreements, that Par is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Par disclaims all liability arising from or related to any such agreements.


Travelers: Members looking to book flights with miles

If you choose to enter into a transaction with a Miler for air travel you’re acknowledging that you’ll be required to enter into an agreement with the Person with excess and expiring miles and you agree to accept any terms, conditions, rules and restrictions associated with such rental imposed by the Person with excess and expiring miles. The Total Fees payable will be shown before booking your flight. If your requested booking is cancelled (i.e. not confirmed by the Miler) any amounts collected by Par will be refunded to you. You’ll be asked to provide customary billing information (name, billing address and credit card information either to Par or its third-party payment processor(s)). You agree to pay Par for any confirmed bookings made in connection with your Par Account in accordance with these Terms. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Par or indirectly, via a third-party online payment processor or by one of the payment methods described on the Site or Application. If you are directed to Par’s third-party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed flight transaction is complete you will receive a confirmation email summarizing your confirmed flight.


Member Conduct

When using Par, you must provide accurate, honest and updated information. We want everyone to enjoy the process of using Par. Please remember, you may not:
–       Use another individual's’ account or registration information without permission, or publish, give out or post login information for your account.
–       Violate any local, state, provincial, national, or other law or regulation, or any order of a court.
–       Copy, store or otherwise access any information contained on Par for purposes not expressly permitted by these Terms.
–       Infringe the rights of any person or entity, including Par, including without limitation, their intellectual property, privacy, publicity or contractual rights.
–       Interfere with or damage our Site, Application, Platform or Services through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
–       Use Par to transmit, distribute, post or submit any information concerning any other person or entity.
–       Use Par in connection with the distribution of unsolicited commercial email (“spam”) or advertisements. Par has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.


Ownership

Copyright, trademark, and other laws of the United States and foreign countries protect Par. All associated intellectual property rights, are the exclusive property of Par and its licensors. You will not remove, alter or obscure copyright, trademarks, service marks or other proprietary rights notices incorporated in or accompanying Par.


Application License

Subject to your compliance with these Terms, Par grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Par reserves all rights in the Application not expressly granted to you by these Terms.


Content and Member Content License

Subject to your compliance with the terms and conditions of these Terms, Par grants you a limited, non-exclusive, non-transferable license, to: (i) access and view any Par Content solely for your personal and noncommercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and noncommercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Par or its licensors, except for the licenses and rights expressly granted in these Terms.


Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Par used herein are trademarks or registered trademarks of Par. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties. Feedback You acknowledge and agree that all Feedback will be the sole and exclusive property of Par and you hereby irrevocably assign to Par and agree to irrevocably assign to Par all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.


Suspensions, Terminations and Par Account Cancellations

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Par Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you:

 Your Par Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your Par Account or your Member Content.

Any pending or accepted bookings as either Person with excess and expiring miles or Friends and Family will be  immediately terminated.

 We may communicate to your Person with excess and expiring miles or Friends and Family that a potential or confirmed booking has been cancelled.

 We may refund your Friends and Family in full for any and all confirmed reservations, irrespective of preexisting cancellation policies.  You will not be entitled to any compensation for bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your account. You may cancel your account at any time through the “Account Settings” portion of the Site.


Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION, PLATFORM, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT Par DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Par EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Par MAKES NO WARRANTY THAT THE SITE, APPLICATION, PLATFORM, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE FLIGHT BOOKINGS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Par MAKES NO WARRANTY REGARDING THE QUALITY OF ANY FLIGHTS, COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Par OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.


Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, PLATFORM, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER Par NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES IN NO EVENT WILL PAR’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION, PLATFORM AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKINGS OF ANY FLIGHTS  VIA THE SITE, APPLICATION, PLATFORM  AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, PLATFORM, SERVICES, OR COLLECTIVE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A FRIEND AND FAMILY IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A PERSON WITH EXCESS AND EXPIRING MILES, THE AMOUNTS PAID BY Par TO YOU IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Par AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to release, defend, indemnify, and hold Par and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Platform, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of a Flight, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising


Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Par and you regarding the Site, Application, Platform, Services, Collective Content and any flight bookings made via the Site, Platform, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Par and you regarding flight bookings.


Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Par’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Par may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Par (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict-of-law provisions.

General

The failure of Par to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Par. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.