Terms of Use

TRIP PLANNING ENGAGEMENT PROPOSAL AND AGREEMENT

The following Terms and Conditions (the "Terms") are incorporated into the Huddletrip Proposal to which they are attached (the "Proposal") and such Proposal, together with these Terms, shall hereinafter be referred to as the "Agreement." Capitalized terms not otherwise defined herein are as defined on the Proposal. The Agreement governs the relationship between the “Group Leader” identified on the Proposal and Huddletrip, LLC, a Mississippi limited liability company (“Huddletrip”) with respect to all Huddletrip services provided to Group Leader or with respect to a Group Event (as defined below).

1.           Engagement to Provide Services; Group Leader’s Role. Group Leader, on behalf of itself and on behalf of each Event Participant (as defined below), hereby engages Huddletrip to provide the group event planning and coordination services (the “Services”) described on the Proposal for the group event (the "Group Event") described on the Proposal. Group Leader acknowledges that he, she or it is the legal representative of the Event Participants with respect to such engagement, and that Group Leader is personally engaging Huddletrip to provide the Services and shall be responsible for the fees and other obligations set forth in the Proposal.

2.           Group Leader’s Responsibilities. Group Leader acknowledges and agrees that the following are the obligations solely of Group Leader and that Huddletrip has no responsibility for the following:

(a)          Primary Point of Contact; Event Coordination. Group Leader shall be the primary point of contact for Huddletrip in respect of the Group Event and shall be responsible to acquire the necessary authority to represent each participant in the Group Event (each an “Event Participant”) and to make decisions pertaining to the Group Event on behalf of the entire group of Event Participants. Group Leader agrees to use reasonable efforts to be available to communicate with Huddletrip, Event Participants, and Third Party Service Providers (as defined below) for any necessary planning, approval, administrative, payment, and other purposes in respect of the Group Event. Group Leader shall distribute all relevant notices and information from Huddletrip or a Third Party Service Provider to the Event Participants within a reasonable time and use reasonable efforts to confirm their receipt thereof. Group Leader shall, at least 60 days prior to the Group Event (or earlier if so provided in the Proposal), provide Huddletrip and each Third Party Service Provider with sufficient information to enable them to provide their respective services, including without limitation (i) the number of Event Participants, and (ii) as applicable, a finalized lodging room list for the Event Participants.

(b)          Group Event Decisions and Selection of Service Providers. Group Leader shall represent all Event Participants in making decisions and elections regarding the Group Event, including without limitation, the selection of service providers for the Group Event who may provide, without limitation, transportation, lodging, meals, or guide services (each a “Third Party Service Provider"). Although Huddletrip may make recommendations regarding the selection of Third Party Service Providers, Group Leader shall have the final decision on such selection and is solely responsible therefor. Group Leader acknowledges that Huddletrip has no responsibility for the performance of Third Party Service Providers or the recommendation or selection thereof.

(c)           Event Participant Documentation. Group Leader shall be responsible to assure that all Event Participants submit all documentation required by Huddletrip and/or Third Party Service Providers for the Group Event (such as, without limitation, liability waivers and minor consent forms). If any Event Participant fails to provide necessary documentation in a timely manner, Huddletrip reserves the right to, in its sole discretion, terminate this Agreement if, in light of such failure, continuing with the Group Event is impracticable or represents unreasonable risk, and/or to exclude such Event Participant(s) from participating in the Group Event, in the discretion of Huddletrip.

(d)          Responsibility for Payment. Included in the Services Huddletrip typically provides is the collection of payments from Event Participants towards the fees, costs, and expenses arising out of the Group Event through the payment mechanisms offered on the Huddletrip website (or otherwise by Huddletrip). Notwithstanding such Service, Group Leader shall remain responsible for any shortfall in payments from Event Participants or any shortfall in the fees, charges, or expenses owed Huddletrip for the Services.

3.           Billing and Payment Terms. Group Leader accepts the pricing, payment schedule, and cancellation policies set forth on (or referenced in) the Proposal (and herein) and agrees to comply therewith. Except as expressly otherwise provided in the Proposal, the following payment terms shall apply:

(a)          Deposit. Group Leader agrees that within thirty (30) days after the execution of this Agreement (the "Deposit Date"), each Event Participant must submit a minimum deposit of $100.00 (the "Deposit"), by credit/debit card or by another Huddletrip accepted method of payment. If Huddletrip does not receive the full amount of the Deposit (per each Event Participant) within such period, Huddletrip may, in addition to any other remedy available and at its discretion, cancel the Group Event or reasonably adjust the Proposal to account for such non-payment, unless Group Leader promptly provides Huddletrip with the remaining required Deposit amount. The Deposit is refundable only as provided herein and in Huddletrip’s Refund Policy (copy available upon request).

(b)          Final Payment. The entire amount quoted for the Group Event, less the Deposit (and any other amounts prior paid, the “Final Payment Amount”) is due no later than thirty (30) days prior to the date of the Group Event (the "Final Payment Date"), and if the Final Payment Amount is not received by the Final Payment Date and Group Leader does not promptly provide the remaining required amount, Huddletrip may, in addition to any other remedy available and at its discretion, cancel the Group Event.

(c)           General Billing Terms. Any fees, expenses, or other charges without an express due date shall be due and payable upon the earlier of (x) 15 days from the applicable invoice date, or 30 days prior to the scheduled date of the Group Event. Past due amounts accrue interest at the lower of 15% per annum or the highest rate allowed by law. Time is of the essence for payments, and (i) Huddletrip may suspend its Services (without limitation to any other remedy available) if any payment is more than 5 days late, and (ii) Huddletrip may terminate the Agreement (without limitation to any other remedy available) if any payment is more than 30 days late (or, if earlier, not fully paid by the date which is 10 days prior to the scheduled date of the Group Event). Group Leader is responsible for all costs and expenses of collecting any amounts due, including attorneys' or collectors' fees and expenses. Billing disputes must be provided in writing prior to the applicable payment due date or shall be deemed waived. If Huddletrip must attempt to process any payment submitted by Group Leader or any Event Participant more than once, Huddletrip may charge $25.00 for each unsuccessful processing attempt and, if the same results in any payment delinquency by Group Leader or any Event Participant, Huddletrip may, in addition to any other remedy available, cancel the Group Event unless Group Leader promptly pays the required amount.

(d)          Payment Refund and Return Policies

At Huddletrip, world class customer service is ultimate goal. Below you will find our payment and refund and return policy. Please read it carefully as this is the official Huddletrip policy. The policy listed below supersedes any other policy that has been issued prior. If you have any questions or comments about this policy, please do not hesitate to contact us.

Accepted Methods of Payment

Credit Card (Visa, Master Card, American Express, and Discover)
Cashier Checks/Money Order

When is Your Credit Card or Band Account Charged

Your credit card will be charged when you initiate payment or the date specified if you choose automatic payments.  Payments are due monthly.


Trip Cancellation Policy

Trip Participant Cancellation

Participant deposits are non-refundable/non-transferrable. If Huddletrip receives written notice of cancellation of a Trip Participant at least (90) days prior to the scheduled date of the Group Event, Huddletrip will refund all payments made, less the non-refundable deposit and any
non-refundable items paid on the participants belhalf (*also see Default on Monthly Payments below) OR monies may be transferred to another Trip Participant per written request from the canceling Participant.

Within 90 days of the Group Event, there are no refunds*.  However, monies can be transferred to a NEW Trip Participant upon approval of the Trip Planner, without penalty (except deposit).  That transaction must be agreed upon and worked out between the parties involved.

A reduction in headcount may result in a price increase for remaining participants as transportation costs, lodging and other charges will need to be absorbed into the group

*Huddletrip, at its discretion, may also deduct any additional damages or expenses incurred as a result of such cancellation, if any.

*If a School that has a " NON-REFUNDABLE" Trip Policy, that Policy supercedes the Huddletrip Refund Policy.  Those funds will be used to offset shortfall due to drop in Traveler numbers.

Trip Participant Default on Monthly Payments

Trip Participants must make monthly payments as outlined on the trip information sheet and their online account.  If a Trip Participant falls behind two monthly payments, Huddletrip can remove them from the trip with no refunds.  Please contact Huddletrip at 866-599-8747 or huddletrip@gmail.com with any extenuating circumstances.

Group Event Cancellation

Once deposits are received and contract signed and received from Trip Planner, the Group Event is considered booked.  Should Huddletrip receive a written request for the Group Event to be canceled in the first 30 days, a full refund will be issued in one check to the Group to disperse to Trip Participants – less a $500 administration fee, OR the entire monies can be applied to another trip scheduled within 18 months of the cancellation request date.

After 30 days of signed contract but before 90 days of the Group Event, written cancellation of the Group Event will result in all deposits being forfeited less any non-refundable monies paid on behalf of the Group.  However, before 90 days, all monies may be held by Huddletrip and applied to a future trip within 18 months.
Within 90 days of the Group Event, there are no refunds.

Refund Methods

Huddletrip will make every attempt to refund to the same payment method that each participant used to make payments. Due to the nature of these transactions with individual payments being spread over several months, any amounts where we are not able to refund via the original payment method will be issued via check. These checks will be issued within 45 days of the of the official trip cancellation date.

Mailing Address for Check/Money Order

Huddletrip, LLC
P.O. Box 3908
Tupelo, MS 38803

All promotional item sales are final. We do not offer refunds at this time. In the event that a promotional product is defective from the manufacturer or damaged in shipping Huddletrip will ensure that your item is replaced or refunded.

Huddletrip always strives to work with qualified, proven vendors. In the event that a particular vendor does not perform within reasonable customer service guidelines, Huddletrip will work on behalf of the Trip Planner to resolve an issue.

If you have any questions regarding our policy, please contact us with your concerns immediately toll free at 866-599-8747. We value you as a customer and will work to ensure a successful trip.

4.           Changes to the Proposal. Changes to the Proposal or any other terms of the Group Event after the Proposal is executed, including without limitation any change in the number of Event Participants or the services or materials to be provided by Huddletrip or any Third Party Service Provider, will require the written approval of both Group Leader and an authorized Huddletrip representative (a "Change Order"). Such changes may require additional fees, expenses, or other terms, as stated in the applicable Change Order. Absent a Change Order, the terms of the originally executed Proposal shall continue to apply.

5.           Group Leader Representations, Warranties, and Covenants. Group Leader represents, warrants, and covenants that he, she, or it has (a) the capability, authority, and background necessary and appropriate to fulfill the role of Group Leader (in relation to Group Leader's background and any history of criminal or otherwise inappropriate activity) as contemplated herein and is otherwise qualified to hold authority of, and with respect to, the Event Participants, and (b) the requisite legal authority to provide the information regarding the Event Participants' as is contemplated in the Proposal or otherwise necessary for Huddletrip to provide the Services, and that such disclosure shall be consistent with Huddletrip's Privacy Policy. https://www.huddletrip.com/about-us/privacy-policy

6.           Indemnification and Release. Group Leader agrees to defend, indemnify and hold harmless Huddletrip, and its respective managers, officers, directors, members, shareholders, and employees (collectively, the "Released Parties") from and against any third-party claims (including but not limited to claims by Third Party Service Providers and/or Event Participants), and all liabilities, debts, damages, injuries, losses or expenses arising out of or relating to such claims, including reasonable attorneys' fees and costs, arising out of or in any way connected with (a) the Services or any other services provided by Huddletrip; (b) Group Leader's breach of this Agreement; (c) the conduct of the Event Participants; and/or (d) the conduct of Third Party Service Providers, except to the extent the same may arise out of the breach hereof, misconduct, or gross negligence of Huddletrip.   Group Leader acknowledges that Huddletrip has no control over, or responsibility for, the conduct or activities of any Event Participant or Third Party Service Provider and that Group Leader is assuming the risk thereof by selecting or allowing the same to participate in the Group Event. Accordingly, Group Leader hereby releases and covenants not to sue Huddletrip and/or the Released Parties for or in respect of the conduct or activities of any Event Participant or Third Party Service Provider or for any other damages, injuries, or losses arising during or out of the Group Event (other than by breach of Huddletrip's express obligations under this Agreement), including such injuries, claims and damages as may arise in the future, and regardless of the theory of liability. Additionally, Group Leader hereby indemnifies and holds harmless Huddletrip from and against any damage, claim, loss, or expense arising out of any direct agreement or obligation between any Third Party Service Provider and Group Leader or any other Event Participant.

7.           LIMITATIONS OF LIABILITY. IN NO EVENT SHALL HUDDLETRIP BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER SAME AROSE AND REGARDLESS OF LEGAL THEORY (WHETHER CONTRACT, TORT, PROPERTY OR OTHERWISE) ARISING OUT OF THE AGREEMENT OR THE SERVICES PROVIDED BY HUDDLETRIP. HUDDLETRIP SHALL NOT BE LIABLE FOR OR IN RESPECT OF ANY BREACH OF THIS AGREEMENT DUE TO FORCES BEYOND HUDDLETRIP’S REASONABLE CONTROL. IF, NOTWITHSTANDING THE FOREGOING, HUDDLETRIP (OR ANOTHER RELEASED PARTY) IS FOUND LIABLE TO GROUP LEADER FOR DAMAGES FROM ANY CAUSE WHATSOEVER, GROUP LEADER AGREES THAT HUDDLETRIP'S (OR SUCH OTHER PARTY'S) LIABILITY TO GROUP LEADER WILL BE LIMITED TO AN AMOUNT EQUAL TO THE DIFFERENCE OF (A) THE TOTAL FEES PAID BY GROUP LEADER AND THE EVENT PARTICIPANTS MINUS (B) AMOUNTS PAID OR OWED BY HUDDLETRIP TO THIRD PARTIES IN RESPECT OF THE GROUP EVENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

8.           Terms of Use and Privacy Policy. Huddletrip's Terms of Use and Privacy Policy may be found at the following hyperlinks and are incorporated herein as a part of this Agreement:

a. https://www.huddletrip.com/about-us/terms-and-conditions

b. https://www.huddletrip.com/about-us/privacy-policy

9.           Governing Law and Venue. This Agreement and each party's rights and obligations hereunder shall be governed by and interpreted in accordance with the laws of the State of Mississippi, excluding its choice of law rules. Any legal action relating to this Agreement must be instituted in a state or federal court of competent jurisdiction in Mississippi, provided that actions for specific performance or injunctive relief, or to enforce a judgment, may be brought where necessary, and the parties each agree to personal jurisdiction and venue in Mississippi.

10.         Miscellaneous.

(a)          If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No waiver of any rights hereunder shall be deemed to waive any other rights, nor any waiver of the same rights in any different future context. No failure to enforce any rights hereunder shall be deemed a waiver thereof.   Except as set forth herein, this Agreement may not be amended except expressly in a writing signed by authorized representatives of each party.

(b)          Neither party may assign or delegate this Agreement without the express written consent of the other party, provided that (a) a party may assign this Agreement in conjunction with a merger, acquisition of substantially all of its assets or all of its capital stock, corporate reorganization (not including a Chapter 11 bankruptcy), or a similar transaction, upon written notice to an acquirer who agrees in writing to be bound hereby.

(c)           The terms of this Agreement shall supersede any prior agreement(s) between the parties with respect to the subject matter hereof, and shall not be affected by the terms of any purchase orders or similar documents submitted by Group Leader, unless Huddletrip expressly agrees to such terms, whether before or after the date of the Proposal.

HUDDLETRIP.COM - EVENT PARTICIPANT AGREEMENT

This Event Participant Agreement ("Agreement") is made between you, as a participant (or as one who has indicated an intent to be a participant) in a Group Event (defined below), and Huddletrip, LLC ("Huddletrip"), a Mississippi limited liability company, and shall apply to all Huddletrip services provided for each group event (a "Group Event") in which you participate (or in which you indicate your intent to participate) and for which Huddletrip has been engaged to provide its event planning and coordination services (the "Services"). Your participation in a Group Event is conditioned on your acceptance of this Agreement.

You agree to this Agreement by taking any of the following actions: (a) participating in a Group Event or indicating your intent to participate in a Group Event; (b) associating your Account (as defined below) with a Group Event; (c) using or accessing the Website (as defined below) or registering an Account, in each case in any capacity other than as a Group Leader (as defined below) who has entered into a Group Leader Agreement with Huddletrip, or (d) by allowing or authorizing any person to do any of the foregoing on your behalf or for your benefit. If you do not agree with this Agreement, please do not use, or authorize another on your behalf to use, the Website or any Huddletrip Services or features on the Website, or participate in a Group Event. Questions and concerns regarding this Agreement should be directed by e-mail to info@huddletrip.com.

1.           Scope of Relationship.

(a)          Group Leader. Your “Group Leader” is the representative of your group or organization for the Group Event, who has engaged Huddletrip on your behalf, and who has been designated by Huddletrip as your group leader for the Group Event. Your Group Leader shall serve as the primary point of contact between all Event Participants (defined below, and including you), Huddletrip, and each Third Party Service Provider (defined below). You agree to utilize the Group Leader as your primary point of contact with Huddletrip, to follow his or her instructions regarding the Group Event, and that the Group Leader’s agreements with Huddletrip and each Third Party Service Provider shall be binding on your group or organization participating in the Group Event, and upon you as an Event Participant.

(b)          Event Participants. You are one of a number of participants in a Group Event (collectively, "Event Participants"), and in order to provide the Services, Huddletrip requires your timely cooperation in key matters, including but not limited to: (i) registering for a Huddletrip event participant account (an “Account”) on the Huddletrip website (the "Website"), and thereby becoming a Huddletrip Member (a “Member”); (ii) submitting to your Account, and keeping updated in your Account, all information requested by Huddletrip, your Group Leader, and Third Party Service Providers (defined below); and (iii) making timely deposits and subsequent payments as required for the Group Event. You agree that Huddletrip may refuse Services to, or exclude from the Group Event, you or any other Event Participant, in its reasonable discretion.

(c)           Third Party Service Providers. The Group Event may require, and the Services may include, engaging the services of third parties for, without limitation, transportation, lodging, food, and related services (each, a "Third Party Service Provider").   Third Party Service Providers may require your compliance with various requests, such as for information, agreement to their terms and conditions of service, or the payment of deposits or other amounts, as generally as coordinated by your Group Leader through Huddletrip. Failure to comply with any such request may result in your ineligibility to participate in the Group Event.

2.           Consent to Itinerary. The itinerary for the Group Event will be available on the Website through your Account, and may change from time to time prior to the date of the Group Event, as determined by Huddletrip and your Group Leader. You agree to such itinerary and all such changes to it, and if you have any concerns regarding such itinerary or changes, you may contact your Group Leader. As between you and Huddletrip, your sole remedy, should you disagree with the Group Event itinerary or any changes to it, shall be to withdraw from the Group Event, subject to applicable refund policies (as set forth below with respect to individual refunds and as between Huddletrip and the Group Leader with respect to the entire Group Event).

3.           Billing and Payment Terms. You accept the Group Event pricing, payment schedule, and cancellation policies available through your Account on the Website and/or set forth herein (as applicable). Group Event prices and Huddletrip fees are subject to modification by agreement of Huddletrip and your Group Leader, and as between you and Huddletrip, your sole remedy, should you disagree with such pricing or fees (or such agreed changes to them), shall be to withdraw from the Group Event, subject to applicable refund policies (as set forth below with respect to individual refunds and as between Huddletrip and the Group Leader with respect to the entire Group Event).

(a)          Deposit. Within thirty (30) days after the Group Leader’s formal engagement of Huddletrip for the Group Event (the "Deposit Date"), you must submit the required Group Event deposit indicated through your Account (the "Deposit"), by a Huddletrip accepted method of payment. Generally, the Deposit amount is US$100.00 but may vary if agreed between Huddletrip and your Group Leader. Your failure to pay Huddletrip the Deposit by the Deposit Date may result, at Huddletrip’s discretion and in addition to any other remedy available, ineligibility to participate in the Group Event.

(b)          Final Payment. The entire amount of all fees and other amounts for your participation in the Group Event, less the Deposit and any other amounts prior paid by or for you (the "Final Payment ") is due by the date indicated on the Website through your Account (the "Final Payment Date"), which is generally no later than thirty (30) days prior to the scheduled date of the Group Event, provided that the Final Payment Date may vary based on agreement between Huddletrip and your Group Leader. Your failure to pay Huddletrip the Final Payment by the Final Payment Date may result, at Huddletrip’s discretion and in addition to any other remedy available, ineligibility to participate in the Group Event.

(c)           Other Billing Terms. Any fees, expenses, or other charges payable by you without a stated due date shall be due and payable upon the earlier of (x) 15 days from the applicable payment request or invoice date, or (y) the Final Payment Date. Your failure to pay Huddletrip any such payments on a timely basis may result, at Huddletrip’s discretion and in addition to any other remedy available, ineligibility to participate in the Group Event. You are responsible for all costs and expenses of collecting past due payments, including attorneys' or collectors' fees and expenses. Billing disputes must be provided in writing prior to the applicable payment due date or shall be deemed waived. If Huddletrip must attempt to process any payment from you more than once, Huddletrip may charge $25.00 for returned checks.

(d)          Refunds. Except as expressly provided herein (and in Huddletrip's Refund Policy, available upon request and subject to modification by agreement of Huddletrip and your Group Leader), the Deposit, the Final Payment, and all other amounts paid to Huddletrip pursuant hereto are non-refundable: (i) if Huddletrip receives notice of your individual cancellation as an Event Participant (and not a cancellation of the entire Group Event, as you do not have authority to cancel the Group Event unless you are also the Group Leader for such Group Event) at least one-hundred twenty (120) days prior to the scheduled date of the Group Event, Huddletrip will refund an amount equal to 50% of your individual Deposit minus (A) any amounts paid to Third Party Service Providers or other third parties to secure items related to the Group Event (pro- rated in relation to the total number of Event Participants for the Group Event, "Third Party Deposits), and, in addition, Huddletrip will use reasonable efforts to obtain a refund of the Third Party Deposits and refund them if received, and minus (B) a handling fee in the amount of 10% of the Deposit and other amounts paid; or (ii) if Huddletrip receives notice of your cancellation less than one-hundred twenty (120) days prior to the scheduled date of the Group Event, no refund will be granted to you, but you may transfer any monies paid by you to a new Event Participant (in other words, an eligible individual who prior to such time was not an Event Participant, such that the total number of Event Participants is unchanged) in full, with the approval of the Group Leader and Huddletrip (not to be unreasonably withheld). Huddletrip will make reasonable efforts to process refunds via the same payment method that Huddletrip received such payment, within forty-five (45) days of the date of such cancellation, however, this is not always possible and Huddletrip may issue refunds by check or other reasonable methods and certain refunds may require greater than 45 days.

(e)          Other Cancellation Issues. Group Event prices or fees, on a per Event Participant basis, may increase if you and/or another Event Participant withdraws from the Group Event, and you agree to such revised pricing, subject to your right to cancel your participation as set forth herein. Any termination of, cancellation of, or determination of your ineligibility to participate in, the Group Event by Huddletrip due to your failure to timely pay any amounts when due, or due to your breach of this Agreement or any other agreement with Huddletrip applicable to you shall, in addition to any other remedies available, be deemed a termination of your participation in the Group Event by you during the applicable timeframe set forth in Section 3(d) above. All promotional sales items are final and non-refundable.

4.           Indemnification and Release. You agree to defend, indemnify and hold harmless Huddletrip, and its respective managers, officers, directors, members, shareholders, and employees (collectively, the "Released Parties") from and against any third-party claims (including but not limited to claims by Third Party Service Providers, the Group Leader, and/or other Event Participants), and all liabilities, debts, damages, injuries, losses or expenses arising out of or relating to such claims, including reasonable attorneys' fees and costs, arising out of or in any way connected with (a) the Services or any other services provided you by Huddletrip; (b) your breach of this Agreement; or (c) your conduct or the conduct of any of your invitees during or with respect to the Group Event, except to the extent the same may arise out of the breach hereof, misconduct, or gross negligence of Huddletrip. You acknowledge that Huddletrip has no control over, or responsibility for, the conduct or activities of the Group Leader, any other Event Participant, or any Third Party Service Provider, and that the Group Leader, not Huddletrip, as selected such parties for participation in or the provisions of services or products for the Group Event. Accordingly, you hereby release and covenant not to sue Huddletrip and/or the Released Parties for or in respect of the conduct or activities of the Group Leader, any other Event Participant or any Third Party Service Provider or for any other damages, injuries, or losses arising during or out of the Group Event (other than by breach of Huddletrip's express obligations under this Agreement), including such injuries, claims and damages as may arise in the future, and regardless of theory of liability. Additionally, you hereby indemnify and hold harmless Huddletrip from and against any damage, claim, loss, or expense arising out of any direct agreement or obligation between you and any Third Party Service Provider.

5.           LIMITATIONS OF LIABILITY. IN NO EVENT SHALL HUDDLETRIP BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER SUCH DAMAGES ARISE AND REGARDLESS OF LEGAL THEORY (WHETHER CONTRACT, TORT, PROPERTY OR OTHERWISE) ARISING OUT OF THE AGREEMENT OR THE SERVICES PROVIDED BY HUDDLETRIP. HUDDLETRIP SHALL NOT BE LIABLE FOR OR IN RESPECT OF ANY BREACH OF THIS AGREEMENT DUE TO FORCES BEYOND HUDDLETRIP'S REASONABLE CONTROL. IF, NOTWITHSTANDING THE FOREGOING, HUDDLETRIP (OR ANOTHER RELEASED PARTY) IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, YOU AGREE THAT HUDDLETRIP'S (OR SUCH OTHER PARTY'S) LIABILITY TO YOU WILL BE LIMITED TO AN AMOUNT EQUAL TO THE DIFFERENCE OF (A) THE TOTAL FEES PAID BY YOU TO HUDDLETRIP FOR THE GROUP EVENT MINUS (B) A PRO-RATED PORTION (BASED UPON THE NUMBER OF EVENT PARTICIPANTS) OF AMOUNTS PAID OR OWED BY HUDDLETRIP TO THIRD PARTIES FOR THE GROUP EVENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

6.           Terms of Use and Privacy Policy. Huddletrip's Terms of Use, including any disclaimers, limitations of liability, and similar provisions, and Privacy Policy may be found at the following hyperlink and are incorporated herein as a part of this Agreement.

7.           Governing Law and Venue. This Agreement and each party's rights and obligations hereunder shall be governed by and interpreted in accordance with the laws of the State of Mississippi, excluding its choice of law rules. Any legal action relating to this Agreement must be instituted in a state or federal court of competent jurisdiction in Mississippi, provided that actions or specific performance or injunctive relief, or to enforce a judgment, may be brought where necessary, and the parties each agree to personal jurisdiction and venue in Mississippi.

8.           Miscellaneous.

(a)          If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No waiver of any rights hereunder shall be deemed to waive any other rights, nor any waiver of the same rights in any different future context. No failure to enforce any rights hereunder shall be deemed a waiver thereof.

(b)          Subject to your right to transfer your payment credits to a new Event Participant as set forth in Section 3(d) above, Neither party may assign or delegate this Agreement without the express written consent of the other party, provided that (a) a party may assign this Agreement in conjunction with a merger, acquisition of substantially all of its assets or all of its capital stock, corporate reorganization (not including a Chapter 11 bankruptcy), or a similar transaction, upon written notice to an acquirer who agrees in writing to be bound hereby.

(c)           The terms of this Agreement shall supersede any prior agreement(s) between you and Huddletrip with respect to the subject matter hereof, and shall not be affected by the terms of any purchase orders or similar documents submitted by you, unless Huddletrip expressly agrees to such terms, whether before or after the date of this Agreement. In the case of any conflict of terms between this Agreement and any agreement between Huddletrip and your Group Leader, the agreement with the Group Leader shall govern, but solely with respect to such specific conflict.