BirdRes Technologies Pvt. Ltd., a company incorporated under the provisions of the Companies act, 1956 having its registered office at E-9, Connaught House, Connaught Place, New Delhi–110001, India (hereinafter referred to as "BRTPL") has developed and is the proprietary owner of the web-based distribution portal called "BirdRes.com" herein after referred to as the “BIRDRES Portal";

The SUBSCRIBER is engaged in the business of selling/providing travel services for airlines, hotel, rail, car etc. reservations and ticketing to travelers and desires to enhance its business of sale/distribution of travel services through "Birdres.com" and seek to access to the portal “Birdres.com” on the following terms and conditions;

1. INTELLECTUAL PROPERTY
All rights in BIRDRES PORTAL or the software provided by BRTPL to the SUBSCRIBER for use or access BIRDRES PORTAL shall remain with BRTPL at all times. All rights in the third party contents accessed through BIRDRES PORTAL shall remain with such third party content providers.

Intellectual Property Rights means patents, trade mark, service marks, logos, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, trade secret, tangible and intangible work product, concepts, methodologies, designs, engineering details, discoveries, inventions, techniques, information, rights in know-how and other intellectual property or similar rights, and any writings in which the above is fixed, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world and all proprietary rights of the above.

1. Nothing shall confer or be deemed to confer on the Subscriber, any right, title or interest in the BRTPL’s Intellectual Property and the SUBSCRIBER hereby acknowledges that it shall not acquire any right, title or interest in respect thereof and Subscriber

2. Subscriber shall not use or authorize the use of any such Intellectual Property otherwise than as expressly permitted and for the purposes stated herein.

1. Bookings on BIRDRES PORTAL
   1. The SUBSCRIBER shall not intentionally make any flight, hotel, rail, cruise, rental car or other reservation on BIRDRES PORTAL without a specific customer request made in good faith and shall not make any reservations which are speculative, fictitious or duplicative, nor shall the SUBSCRIBER make any reservation for fares where reasonable enquiry by the SUBSCRIBER would show that such fares had been incorrectly quoted through the BIRDRES PORTAL
   2. The SUBSCRIBER shall not make any live test bookings through BIRDRES PORTAL without BRTPL’s prior written consent to the SUBSCRIBER to do so and provided always that such bookings are cancelled promptly thereafter.
   3. The SUBSCRIBER shall comply with all terms and conditions for conducting online transactions on BIRDRES PORTAL and will be solely responsible for complying with all other travel industry, governmental and regulatory laws, regulations and rules relevant to the transaction being conducted by the SUBSCRIBER on BIRDRES PORTAL.
   4. The SUBSCRIBER will be solely responsible to comply with and fulfill all statutory and legal requirements, relating to the transactions and protect the interest of the BRTPL in all matters. The SUBSCRIBER will always keep BRTPL indemnified and harmless for all actions, losses, costs, charges, proceedings etc. which BRTPL might be subjected to and/or suffer due to any act or forbearance on the part of the SUBSCRIBER in contravention of any laws & rules.
   5. The SUBSCRIBER shall be solely responsible for carrying out the sale transactions and payments thereof through BIRDRES PORTAL.
2. Payment modes for Online Transaction:
   The Subscriber can make payment for online transactions on BIRDRES Portal in any of the following manner:
   1. By Credit Shell Facility.
   2. By Credit Card through 3rd party Payment Gateway
   a. By Credit Shell Facility (E-Rolling Deposit).
   Credit Shell is a facility provided to Subscriber for making payment of online transactions without using credit card.
   1. This facility operates against a rolling deposit to be paid in advance by the Subscriber to Bird Res.
   2. The amount of deposit will be paid in advance to BRTPL. No interest will accrue in the deposit amount.
   3. The payment can be made by cheque/demand draft / Debit/Credit Card/Net Banking. Or wire transfer in BRTPL account. Cash will be accepted but it’s chargeable as per bank terms of conditions.
   4. All bank charges including cheque/demand draft outstation clearing charges, cheque/DD return charges (in case cheque/DD is returned dis-honoured), wire transfer charges etc. will be borne by the Subscriber and BRTPL shall be authorised to deduct such amounts from the rolling deposit with intimation to the Subscriber or alternatively shall raise a reimbursement claim with 10% administrative charges on the Subscriber.
   5. The facility will be activated once the amount of deposit gets credited in the BRTPL bank account.
   6. The Subscriber can pay for the on-line transaction by debiting his Credit Shell account in payment options.
   7. In the event balance in Credit Shell accounts is insufficient i.e. reaches defined minimum threshold or the balance is insufficient to pay for the transaction, no further debit would be permitted and Subscriber would need to replenish the rolling deposit amount in order to resume the online transactions.
   8. BRTPL will not be responsible for any direct or indirect loss, damages or any liability which Subscriber may suffer due to non-replenishment of rolling deposit in Credit Shell account or if Subscriber is not able to transact online.
   9. In the event, Subscriber wants to discontinue this facility, it will give a 30 days advance notice to BRTPL. The Balance amount in the Credit Shell (E rolling deposit) will be returned to the customer by way of cheque after realizing all the dues of BRTPL.
   10. No transaction will be permitted during the notice period of 30 days through Credit shell.
   11. No refund of any balance in Subscriber’s Credit Shell deposit account will be made in any circumstances without prior notice of 30 days.
   12. The Subscriber shall be able to view on-line on BirdRes Portal all the transactions charged against his Credit Shell deposit.
   13. The Subscriber solely will be responsible to maintain all time the adequate Credit Shell balance (above the threshold) as per his requirement.
   
   b. By Credit Card through 3rd party Payment Gateway.
   Subscriber can make payment for the on-line transaction directly by valid credit card or valid debit card through third party payment gateways (“Acquiring Bank”) subject to following conditions:
   1. For all credit/debit card transactions the SUBSCRIBER shall indemnify BRTPL on account of
      1. any act or commission by the subscriber or its employees, agents personnel's in connection with the transactions by the subscriber.
      2. The negligence or willful misconduct of subscriber or its employees or agents.
      3. A breach of an obligation of subscriber to the BRTPL under this agreement.
      4. Any chargeback, loss or liability arising to BRTPL/the Acquiring bank from the Subscriber's use of this facility.
      5. For loss due to leakage/damage of any confidential information.
   2. Any Charge transacted by the subscriber on BRTPL Portal in e-commerce transactions using the third party payment gateway or for which an offline authorization has been obtained shall be the final responsibility of the Subscriber notwithstanding that the Charge was accepted by payment gateway and the Subscriber agrees to pay all Charges without any demur or protest including but not limited to:
      1. any Charge which is not a valid Charge
      2. a Charge transacted using a card listed on a Current Warning Bulletin
      3. where the date of the Charge is after the validity date shown on the card
      4. where the unique encrypted password is not used or is incorrect
      5. Any charge back received for disputed transactions:
      6. the transaction is fraudulent, collusive, illegal or otherwise irregular in any manner whatsoever
      7. the Charge is incurred outside the territory authorized for use of the card;
      8. any Charge which was previously billed by the Subscriber directly to the Card holder.
      9. Charges for undelivered merchandise or service by the Subscriber to the customer for which transaction Subscriber charged its customer
      10. any Charge which the Card holder refuses to pay because the merchandise or service were not as promised or were defective
      11. any Charge in respect of which a Card holder complaint or request for an adjustment has not been resolved.
      12. any Charge which is transacted, recorded or submitted otherwise that in accordance with this agreement.
      13. Charges in excess of the balance credit limit which are not duly authorized.
      14. Where the cardholder asserts a claim for set-off or counter claim against the merchant or disputes his liability for any reason whatsoever.
          Notwithstanding anything to the contrary contained in this Agreement, there shall be no liability on BRTPL in respect of any charge back of the Charges that occurs or is claimed and all charge backs of Charges shall be to the account of the Subscriber.
   3. In using the Credit/Debit Card payment facility, the Subscriber agrees:
      1. Not to use the facility in any manner, or in furtherance of any activity, which constitutes a violation of any law or regulation or which may results in fraud on any person or which may cause the acquiring bank to be subject to investigation, prosecution or legal action.
      2. To use information regarding a customer (including name, address, E-mail address, telephone numbers, and data regarding bank accounts or financial instruments) conveyed to subscriber by consumer software designed to access the facility only for the purpose of completing the transactions for which it was furnished, and not to sell or otherwise furnish such information to others unless the subscriber has an independent source of such information or obtains the express consent of such customer.
      3. To use the software in accordance with the terms on which the software has been provided to the merchant and not to attempt to modify, translate, disassemble, decompile or reverse engineer the software, or use it for any purpose other than for the utilisation of the facility.
   4. Compliance with law & guidelines: Subscriber shall at all times comply with applicable laws, rules and regulations in so far as relevant to its use of the facility. Subscriber will at all times comply with the guidelines set for subscribers by visa/ mastercard / acquiring bank respectively. If the utilisation of the facility by the Subscriber results in or may results in additional liability being placed on the acquiring bank under visa/ master card guidelines, such utilisation shall be deemed to be violation of usage guidelines.
   5. Acceptance of charges with recourse: The subscriber agrees that payment made in respect of which the Acquiring bank raises a claim on BRTPL shall be the financial responsibility of the Subscriber. The Subscriber agrees to the charging back of such uncollectable charge as the case may be without any demur or protest. The subscriber hereby undertakes to pay BRTPL to the extent of the aforesaid uncollectable amounts and any other moneys charged by the Acquiring bank from BRTPL.
   6. Transaction limits: Subscriber acknowledge and understands that the Acquiring bank reserves the right to impose limits on the number of transactions undertaken using a particular valid credit/debit card and the value of a single transaction during any time period and reserves the right to refuse to make payments in respect of transactions exceeding such limit.
   7. BRTPL shall be entitled to raise claim of charge back and the Subscriber shall pay to BRTPL full amount within seven days of the raising of such claim
   8. Charge: “Charge” shall mean the sale price of the product/service purchased by the Subscriber plus shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the product/services that are to be charged to the Subscriber’s valid credit card/debit card.
3. Disclaimer of Warranty
   1. The material on BirdRes Portal could include technical inaccuracies or typographical errors. BRTPL may make changes or improvements at any time. The Subscriber acknowledges that the facility may not be uninterrupted or error free.
   2. The materials on BirdRes Portal are provided on an “As Is” basis, without warranties of any kind either expressed or implied. To the fullest extent permissible pursuant to applicable law, BRTPL disclaims all warranties of merchantability and fitness for a particular purpose.
   3. BRTPL does not warrant that the functions contained in the BirdRes Portal will be uninterrupted or error free, that defects will be corrected, or that this BirdRes Portal or the servers that make it available are free of viruses or other harmful components, but shall endeavor to ensure your fullest satisfaction
   4. BRTPL does not warrant or make any representations regarding the use of or the result of the use of the material on the site in terms of their correctness, accuracy, reliability, or otherwise, in so far as such material is derived from other service providers such as airlines, hotel owners and tour operators.
   5. SUBSCRIBER acknowledges that the access to and use of BirdRes Portal is provided only on the basis set out in these terms and conditions. SUBSCRIBER’s uninterrupted access or use of the BirdRes Portal on this basis may be prevented by certain factors outside BirdRes’s reasonable control including, without limitation, the unavailability, inoperability or interruption of the Internet or other telecommunications services or as a result of any maintenance or other service work carried out on the BirdRes Portal. BRTPL does not accept any responsibility and will not be liable for any loss or damage whatsoever arising out of or in connection with any ability/inability to access or to use the BirdRes Portal.
   6. SUBSCRIBER also expressly acknowledges
      1. that through BirdRes Portal, BRTPL merely provides intermediary services in order to facilitate highest quality services to SUBSCRIBER
      2. that BRTPL is not the last-mile service provider to Subscriber and therefore, BRTPL shall not be or deemed to be responsible for any lack or deficiency of services provided by any person (airline, travel/tour operator, hotel, facility or similar agency) Subscriber shall engage or hire or appoint pursuant to or resulting from, the material available in the BirdRes Portal.
      3. BRTPL will not be liable to the Subscriber or to any other person for any direct, indirect, incidental, punitive or consequential loss.
4. INDEMNITY
   1. The SUBSCRIBER will indemnify BRTPL against all liabilities, claims, damages, and not hold BRTPL responsible for any claims, demands, expenses, losses, cost, suits, proceedings, legal fees or damages made or asserted against BRTPL on account of acts or omissions by the SUBSCRIBER in connection with its business or sale/booking/issuance through BIDRES PORTAL under this AGREEMENT.
   2. The SUBSCRIBER will indemnify BRTPL against all liabilities, claims, damages, and not hold BRTPL responsible for any claims, demands, expenses, losses, cost, suits, proceedings, legal fees or damages made or asserted against BRTPL on account of any unauthorized use of/access to any user sign-on/login identity assigned to the SUBSCRIBER sub-users of Subscribers or on account of activation or deactivation of users.
   3. The SUBSCRIBER shall indemnify BRTPL against all liabilities, claims, damages demands, expenses, losses, cost, suits, proceedings, legal fees etc. made or asserted against BRTPL or the SUBSCRIBER or for any loss (including monetary loss), injury or damage which the SUBSCRIBER may suffer, jointly or severally, by reason of any malfunction or failure of BIRDRES PORTAL or by reason of any incorrect or unauthorized operation of BIRDRES PORTAL, including but not limited to loss sustained either directly or indirectly by the SUBSCRIBER jointly or severally, in consequence of any claim against them, jointly or severally by any agent, the traveling public, any airline, content provider or any third party.
   4. BRTPL or any of its staff, employee, director etc shall not be liable for any delay or failure in performance arising out of acts or events beyond its reasonable control, including but not limited to, fire, labor disputes, embargoes, requirements imposed by government regulation, civil or military authorities, judicial decisions, acts of God, terrorism or by the public enemy.
   5. BRTPL shall not be liable for any loss (including monetary loss), injury or damage which the Subscriber or its Sub-agent may suffer, jointly or severally, by reason of any malfunction or failure of the website beyond its control or by reason of any incorrect or unauthorized operation on Bird Res.com, including but not limited to loss sustained either directly or indirectly by the Subscriber jointly or severally, in consequence of any claim against them, jointly or severally by any agent, Sub-agent, the traveling public, any airline, content provider or any third party.
   6. BRTPL shall not be liable for any loss (including monetary loss), injury or damage which the SUBSCRIBER may suffer, jointly or severally, by reason of any malfunction or failure of BIRDRES PORTAL or by reason of any incorrect or unauthorized operation of BIRDRES PORTAL, including but not limited to loss sustained either directly or indirectly by the SUBSCRIBER jointly or severally, in consequence of any claim against them, jointly or severally by any agent, the traveling public, any airline, content provider or any third party.
   7. BRTPL is not responsible for any error or discrepancy in the contents accessed through BirdRes Portal, mis-utilisation, fraud and unauthorized usage that may arise due to the usage of the BirdRes Portal by the Subscriber
   8. All the above indemnities are over and above and in addition to the indemnities provided elsewhere by the Subscriber to BRTPL
5. Dispute Resolution and Governing Law
   Subscriber agrees that Indian law will be the governing law and submits to the exclusive jurisdiction of the courts of Delhi in case of any dispute.
6. Declaration:The Subscriber further declares that that the Subscriber is competent and duly authorized to accept all the above terms and conditions.