OKOLI USER AGREEMENT

IMPORTANT—READ CAREFULLY AS IT CREATES A LEGALLY BINDING CONTRACT

Okoli, Inc. (“Okoli,” “us”, “we” or “our”) is excited to provide you access to our marketplace for small group tours led by experienced guides (“Guides”) that we like to call the “Okoli Service” which is accessible via okoli.com website (the "Okoli Website"). The Okoli Service connects you directly with experienced Guides who operate small group tours.  We think our platform has the potential to dramatically improve the small group tour experience and hope you’ll agree.  There are certain rules of the road that we need to establish.  We have tried our best to keep the rules short, sweet and actually understandable!  We hope you agree.

Okoli offers information and a means to book tour services offered by third party Guides, which may be booked through the use of the Okoli Website. For the avoidance of doubt: Okoli itself does not provide tour services, and Okoli is not a tour operator. It is up to the Guide to offer tour services, which may be booked through the Okoli Website. Okoli only acts as intermediary between you and the Guide. The provision of the tour services by the Guide to you is therefore subject to the agreement (to be) entered into between you and the Guide. Okoli shall never be a party to such agreement. Okoli’s responsibilities are limited to facilitating the availability of the Okoli Website and Okoli Service and serving as the limited payment collection agent of each Guide for the purpose of accepting payments from customers on behalf of Guides.

Rule No. 1—This Document Is Really Important.

In order for us to enable you to use the Okoli Service, you will need to do three things: (1) agree to become a party to this User Agreement (the “Agreement”), (2) access the Okoli Website (3) establish an Okoli account by logging into the Okoli Website with certain third-party sites (“Third Party Sites”) (such as, for example, Facebook and Google) which creates an Okoli account (your “Okoli Account”).  Please refer to Rule 4 for more information about logging in using Third Party Sites.

Please be aware that we provide this Agreement only in the English language; if you are reading this Agreement in a language other than English, please be aware that only the English version of this Agreement located at okoli.com/terms is valid and legally binding.

If you do not want to agree to become subject to this Agreement, do not access the Okoli Website. If you agree to the terms of this Agreement and want to become a party to it, simply access the Okoli Website. By accessing the Okoli Website, you acknowledge and agree that the terms of this Agreement shall apply to any use by you of the Okoli Service through use of the Okoli Website.

Finally, if you want to print or save a copy of this Agreement, just copy and paste all the text into a document of your choice.  We highly encourage you to do so.

Rule No. 2—You Agree to Be Responsible For Your Okoli Account.

You are welcome to browse and explore the Okoli Service without logging in. However, in order to book a tour to be provided by a third party Guide (a “Tour”) via the Okoli Website (an ”Okoli Booking”), you will need to login to the Okoli Website using your Okoli Account (logging into the Okoli Website with certain Third Party Sites automatically creates an Okoli account for you – see below for more information).

You can establish your Okoli Account by logging into your account with certain third-party sites ("Third-Party Sites") (such as, for example, Facebook and Google; each such account, a "Third-Party Account"), via the Okoli Website. In order to establish your Okoli Account, you may link your Okoli Account with Third-Party Accounts, by allowing Okoli 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 are entitled to grant Okoli 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 Okoli to pay any fees or making Okoli subject to any usage limitations imposed by such third-party service providers. By granting Okoli access to any Third-Party Accounts, you understand that Okoli may access, make available and store (if applicable) any such Content that you have provided to and stored in your Third-Party Account and authorized Okoli to access ("Third-Party Content") so that it is available to you on your Okoli Account and Okoli Account profile page and is available to Guides in order to provide Okoli Services to you. Depending on the Third-Party Account you choose and subject to the privacy settings that you have set in such Third-Party Account, personally identifiable information that you post to your Third-Party Accounts (and have authorized Okoli to access) will be available to Guides who provide (or will provide) Tours pursuant to an Okoli Booking. Please note that if a Third-Party Account or associated service becomes unavailable or Okoli's access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Content will no longer be available to Guides. 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 SITES. Okoli makes no effort to review any Third-Party Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Okoli is not responsible for any Third-Party Content.

Your Okoli Account and your Okoli Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via a Third Party Site as described above. You may not have more than one (1) active Okoli Account. You agree to provide accurate, current and complete information during the registration process (to the extent requested by Okoli) and to update such information to keep it accurate, current and complete. Okoli reserves the right to suspend or terminate your Okoli Account and your access to Okoli Services if you create more than one (1) Okoli Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your Third Party Account password to any third party and that you will take sole responsibility for any activities or actions under your Okoli Account, whether or not you have authorized such activities or actions. You will immediately notify Okoli of any unauthorized use of your Okoli Account.

You must be at least fourteen years of age to create an Okoli Account. You must be at least 18 years of age to make an Okoli Booking using the Okoli Service. By accessing the Okoli Website, you are representing that (a) you are at least 14 years of age and (b) if you are under the age of 18, that you have the permission of your parent or legal guardian to create an Okoli Account. While Okoli does not have the capability to actively determine the age of any Okoli user who registers for an Okoli Account, we do not knowingly target users who are under the age of 14.  If you are under the age of 14 and/or have otherwise breached any of the foregoing representations, you have no right or license to use the Okoli Service and/or Okoli Website and must immediately cease and desist such use.

When you login to the Okoli Website for the first time with your Third-Party Account, your Okoli Account is automatically setup. Please refer to the Okoli Privacy Policy for details about how we handle your personal information. You agree you are entirely responsible for any and all activities that occur under your Okoli Account. You agree only to use your Okoli Account and only your Okoli Account and agree not to allow others to use your Okoli Account.

Rule No. 3—Bookings and Payments

When you book a Tour via an Okoli Booking, you are agreeing to enter into an agreement with a Guide who will provide the Tour. At the time of your Okoli Booking, Okoli will collect payment from you via a third-party payment processor (a “Third Party Payment Processor”) for the Okoli Booking in the currency and amount stated on the Okoli Website (each such payment by you, a “Booking Payment”). A Third Party Payment Processor means a third party processor legally authorized in the country or countries where such Third Party Payment Processor provides payment processing services, which has been contracted by the Company for the purpose of the Company collecting Booking Payments on behalf of the Guide who will provide the Tour.

Rule No.4—Cancellations & Refunds

When you book a Tour via an Okoli Booking, the tour detail page on the Okoli Website includes the customer cancellation policy under the heading “Cancellations and Refunds” for such tour in the event that you cancel all or a portion of your Okoli Booking (such tour’s “Customer Cancellation Policy”). If you cancel all or a portion of an Okoli Booking, the Customer Cancellation Policy shall determine the amount of the refund (if any) that Okoli shall make to you, net of any applicable cancellation fees that Okoli shall withhold from your refund on behalf of the Guide. Please note that if you used a coupon for your Okoli Booking, any refund of all or a portion of your Booking Payment will be pro-rated. All refunds will be processed by a Third Party Payment Processor in the currency of the respective original Booking Payment (please note that if the currency of your Booking Payment is different than the currency of your payment card, there may be differences in the amount of the refund to your payment card as a result of currency exchange rates).

In the unlikely event that Okoli cancels your Okoli Booking for a Tour (sometimes things happen that may require us to cancel a Tour – such as injury or illness of a Guide scheduled to give a tour), Okoli will offer you an alternate Tour, or, at your option, refund your Booking Payment in full regardless of the Customer Cancellation Policy for that particular Tour. In such case, the refund of your Booking Payment will be processed by a Third Party Payment Processor in the currency of the respective original Booking Payment.

Rule No. 5—The Okoli Website Is Okoli’s Software. 

The Okoli Website and supporting software that is associated with providing the Okoli Service, (collectively the “Okoli Platform”), including any and all improvements, modifications, enhancements, fixes, updates, upgrades and future versions, are licensed (not sold) to you by Okoli solely to allow you to use the Okoli Service. 

The Okoli Platform, and all software and intellectual property related thereto, is the proprietary property of Okoli or its partners or licensors and is protected by applicable intellectual property and other laws.  The Okoli Platform may use third-party, open source software components (each a “3rd Party Library”).  For a list of the 3rd Party Libraries used by Okoli and additional licensing terms and proprietary notices applicable thereto, please click here: okoli.com/credits.  You agree not to remove or alter any copyright notices or other proprietary notices included in the Okoli Website. You agree not to access the Okoli Service by any means other than through the interface that is provided by Okoli for use in accessing the Okoli Service. Additionally, as between you and Okoli, Okoli is the exclusive owner of all content and compilation of content included in the Okoli Platform or made available through use of the Okoli Services, including, without limitation, all sounds, text, graphics, logos, icons, images, other elements of trade dress, and other indicia of ownership.  “Okoli” and all associated logos are trademarks of Okoli. Except with respect to the limited rights granted to you above, all rights are reserved by Okoli.  You agree that any improper use of the Okoli Service or the Okoli Plaftorm shall be a breach of this Agreement and subject you to liability under contract law, copyright law, and other applicable laws.

Rule No. 6—Your Privacy Rights.

Okoli respects your privacy rights.  Therefore, we have designed and implemented a privacy policy located at okoli.com/privacy (the “Privacy Policy”).  The Privacy Policy further governs your use of the Okoli Services and the Okoli Website and by agreeing to be bound to this Agreement you are also agreeing to the terms of the Privacy Policy (which may be amended and modified from time to time). If any provision in this Agreement conflicts with a provision in the Privacy Policy, this Agreement shall govern. 

Rule No. 7—Do No Harm.

You are solely responsible for any content, information, data, photos, video or profiles that you upload, publish, send or display via your use of your Okoli Account and the Okoli Service (collectively the "Data"). You also agree not to use the Okoli Service or the Okoli Website (a) for any illegal or untoward purposes or to in any manner facilitate or assist the commission of any crime, (b) to promote or disseminate (1) information you know is just false or (2) anything that is illegal; (c) to do things like spam, phish, transmit viruses, falsify clicks and other related, nefarious stuff; or (d) to run or try to run any ponzi schemes, contests/sweepstakes, or similar activities.

Okoli does not endorse the content, messages or information sent by any of its advertisers or users via use of the Okoli Service and, therefore, Okoli specifically disclaims any liability with regard to any such transmissions and any actions resulting from your use of the Okoli Service.

You agree to indemnify and hold Okoli, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Okoli Website, your Okoli Account, or the Okoli Service in violation of this Agreement or your violation of any law or the rights of a third party.

Rule No. 8—Okoli Can Change The Scope of the Okoli Services and Amend This Agreement.

Okoli is a vibrant company with a lot of ideas.  Therefore, we need to reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Okoli Service (or any part thereof) with or without notice. You agree that Okoli shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Okoli Service (or any part thereof) except to the extent expressly stated in any written Okoli cancellation or refund policy related solely to Okoli Bookings for which you pay Okoli as payment agent for Guides. 

Okoli also reserves the right, in its sole discretion, to change, modify, add, or delete portions of this Agreement at any time by requiring you to agree to any such changes upon your attempt to use your Okoli Account, including by providing you with notice within the Okoli Website of any changes to this Agreement.  Notwithstanding the foregoing, your current use of your Okoli Account or the Okoli Service in any manner after any such changes occur shall constitute your acceptance of the new terms.  Should you have any questions regarding the specific terms of this Agreement (as amended), please direct them to legal at Okoli dot com.  In addition to prompting you to accept any changes upon accessing your Okoli Account via the Okoli Website, Okoli shall take reasonable efforts to provide notice via email of any material and substantial changes to this Agreement.

Rule No.9—Each Of Us Can Terminate Our Relationship.

You may terminate your Okoli Account and access to the Okoli Service by ceasing to access the Okoli Website and not accessing your Okoli Account.  Moreover, Okoli may terminate and delete your Okoli Account, your access to all or portions of the Okoli Website or your use thereof for any reason or no reason at any time, in Okoli's sole discretion. In the event that Okoli terminates your Okoli Account and you have made Okoli Booking(s) for tours after the date of such termination, Okoli shall refund the respective Booking Payment(s) with respect to such Tour(s). All refunds will be processed by a Third Party Payment Processor in the currency of the respective original Booking Payment(s).

Termination of your Okoli Account includes any or all of the following: (a) removal of access to all or part of the offerings within the Okoli Service, (b) deleting or disabling your Okoli Account, and (c) barring of further use of all or part of the Okoli Service. 

Rule No. 10—Know What Laws Apply To You.

Recognizing the global nature of the Internet, you agree that creating an Okoli Account, using the Okoli Service, and accessing the Okoli Website is void where prohibited.  By accessing your Okoli Account, using the Okoli Service, or in any manner accessing the Okoli Website, you represent and warrant that you agree to abide by all of the terms and conditions of this Agreement and your actions do not in any manner violate any law applicable to you.  It is your responsibility to ensure that you are legally allowed to use the Okoli Service or Okoli Website where you are located.

Rule No. 11—Respect 3rd Party Intellectual Property Rights and User Submissions.

By using the Okoli Services, you represent that you are not transmitting content in violation of anybody’s intellectual property rights (including, without limitation, rights related to copyright, trademark, trade secret, patent law, rights to publicity and/or privacy, and/or moral rights).

We are always looking to have a dialogue with our users to make sure the Okoli Service is everything it can be. If you choose to send us comments, feedback, suggestions, ideas, or the like, you agree that such information shall become automatically the property of Okoli. Essentially, you will be automatically assigning all property rights and interests to Okoli allowing us unlimited use, commercial or otherwise, of anything submitted to us. Furthermore, Okoli is not under any obligation (1) to maintain any submissions in confidence; (2) to pay to you any compensation for any submissions; or (3) to respond to any submissions.

Rule No. 12—Caveat Emptor.

The Okoli Service may be temporarily unavailable from time to time for maintenance or other reasons. Okoli assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Okoli is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, including injury or damage to your computer, mobile phone, tablet or other equipment related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with or your use of the Okoli Service. Okoli may rely on third parties to provide services that are integral to the Okoli Service, and Okoli explicitly disclaims any liability for interruptions in service that may occur by virtue of any such third party. 

To the furthest extent allowed by law, under no circumstances will Okoli be responsible for any loss or physical damage, including personal injury or death, resulting from anyone's use (including your use) of the Okoli Website, the Okoli Service, any Data, or any interactions between users of the Okoli Service, whether online or offline.

We apologize in advance for the equivalent of electronic yelling but applicable law requires the use of all-caps:

THE OKOLI WEBSITE, THE OKOLI SERVICE, AND ALL RELATED OKOLI CONTENT ARE PROVIDED "AS-IS" AND OKOLI DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OKOLI CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE OKOLI WEBSITE OR THE OKOLI SERVICE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU FULLY ASSUME ALL RISKS ARISING OUT OF OR RELATED TO YOUR USE OF THE OKOLI WEBSITE OR THE OKOLI SERVICE. 

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL OKOLI BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ALSO LOST PROFITS ARISING FROM YOUR USE OF THE OKOLI WEBSITE OR THE OKOLI SERVICE, EVEN IF OKOLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW, OKOLI'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $100.00 OR THE AMOUNTS PAID BY YOU TO OKOLI FOR YOUR USE OF THE OKOLI SERVICE.

Rule No. 13—Delaware Law Applies.

This Agreement and performance under this Agreement shall be governed by the laws of the State of Delaware and the validity, interpretation and effect shall be governed by the laws of Delaware applicable to contracts executed and performed wholly therein. The Federal and State courts within the State of Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.  Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts.  This Agreement shall apply in all countries in the entire world no matter which country the Okoli Website is originally or subsequently accessed by you.   

Rule No. 14—This is It.

This Agreement and the Privacy Policy constitute the entire agreement between you and Okoli regarding your use of the Okoli Website, creation of an Okoli Account, and your use of the Okoli Service, superseding any prior agreements between you and Okoli relating to the foregoing. The failure of Okoli to exercise or enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

Version: April 28, 2017