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VIATOR, INC.

PARTNER PROGRAM SERVICE AGREEMENT

This Partner Program Service Agreement (“Agreement”) is by and between you (“Partner”) and Viator, Inc., a Delaware corporation, having its offices at 360 Third Street, 4th floor, San Francisco, California, 94107 (“Viator”).

365bet体育网站partner accepts all of the terms and conditions of this agreement. if partner is entering into this agreement on behalf of a company or other legal entity, partner represents that it has the authority to bind such entity to these terms and conditions, in which case the term “partner” shall refer to such entity. please carefully read the following terms and conditions.

Overview: Viator selects, contracts, compiles and maintains a database of tours, activities and other travel-related destinations services that are provided by third party suppliers (“Viator Products”). The Partner wishes to display the Product Information and promote the Viator Products via the Partner Site, and Viator will manage the pricing, images and content of the Product Information and will process all Transactions for the Viator Products.

  1. Definitions

    1. 365bet体育网站“confidential information” means a party’s confidential and proprietary information, including but not limited to information relating to the disclosing party’s (and its affiliated companies’) services, financial matters, pricing, products, operations, research and engineering processes, and the terms this agreement.

    2. “customer” means a user that completes a transaction via the viator site.

    3. “customer information” means personally identifiable information of customers, which may include name, address, phone number, e-mail address, date of birth, social security number, credit card information, driver’s license number, account numbers, pins and/or passwords, and any other information that could reasonably identify a person.

    4. 365bet体育网站“disclosing party” means the party disclosing its confidential information to the other party.

    5. "html links" means links made available to the partner by viator which the partner shall display on the partner's site(s) and which shall link such to the viator's site.

    6. “partner site” means any website, channel and/or mobile application owned, operated or maintained by partner.

    7. 365bet体育网站“product information” means all information regarding a viator product that viator makes available via the viator api in connection with the offer and sale of the viator product, including availability, currencies, descriptions, editorial, images, maps, text, product codes, supplier information and terms and conditions of reservation, amendment, cancellation, refund and redemption.

    8. 365bet体育网站“receiving party” means the party that receives confidential information of the other party.

    9. "referral fee" means a fee paid to the partner in respect of a transaction as described in section 6.1.

    10. 365bet体育网站“reservation” means the purchase of a viator product by a customer.

    11. “retail rate” means the rate at which a viator product is sold to a customer.

    12. “supplier” means the provider of a viator product.

    13. “transaction” means one or more reservations by a customer on the viator site, on behalf of one or more travelers in a single travel itinerary, that originate from a click of a html link on the partner site (such click need not be on the viator product that is subsequently booked on the viator site) within the validity period of seven (7) days of a cookie being placed on the customer’s device after visiting the partner site.

    14. "undesirable material” means any material that a reasonable person may regard as offensive or that is illegal including, but not limited to defamatory or potentially defamatory, abusive or indecent material, expressions of bigotry, racism, sexism, ageism, hatred or profanity, information about illegal activities, material promoting harm or injury to any group or individual, any material likely to breach confidence, copyright, privacy and other rights and/or any material that is defined as prohibited content or potentially prohibited content or is illegal content under applicable laws in any jurisdiction.

    15. “viator api” means viator’s proprietary application programming interface designed to enable the partner to access the product information.

    16. “viator site” means a mobile-enabled website, hosted by viator and which may be linked from the partner site via html links enabling a customer to complete a transaction.

    17. “voucher” means a viator-branded electronic document created by viator and containing information about a reservation that a customer will present to a supplier to redeem a reservation.

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  2. License; Intellectual Property; Privacy; Data Security; Undesirable Material

    1. License365bet体育网站. Subject to the terms and conditions of this Agreement, Viator hereby grants the Partner with a royalty-free, world-wide, limited, non-transferable, non-assignable, non-exclusive, revocable license for the Term to access and use the Viator Product and/or Viator API solely to use, reproduce, incorporate, integrate and display the Product Information and/or HTML links on the Partner Site for the sole purpose of promoting the Viator Product to prospective Customers and directing such prospective Customers to the Viator Site. The foregoing license is personal to the Partner and the Partner may not assign, mortgage, charge or grant any liens or other rights in or to the license rights or otherwise transfer or sublicense the licensed rights without the prior written consent of Viator. Without limiting the generality of the foregoing, the Partner may not allow the display or use of the Product Information through any website or system other than the Partner Site.

    2. Intellectual Property365bet体育网站. The Partner agrees and acknowledges that the Customer Information, Viator API, the Viator Site, the Product Information, and all information and materials related thereto, and intellectual property rights therein and thereto, are the sole property of Viator or its licensors, and the Partner may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly set forth in this Agreement.

    3. Prohibited use of Names365bet体育网站. A party’s domain name(s) shall not contain the word of the other party’s domain name(s) (or any similar misspelling of) nor contain words relating to the other party, or to trademarks of the other party. Either Party is not authorized (directly or indirectly) to purchase, acquire, use or integrate trademarked terms or keywords (including variations and misspellings) that are identical or strikingly similar to those used by the other party or affiliates, or any related internet-domain names in association with advertising through paid search entries or other forms of online-advertising on platforms of third parties.

    4. Permitted Use of Names. Each party grants to the other party the right to display that party’s names, logos, marks and trademarks only for the purpose of advertising the distribution partnership, identifying the source of the Product Information and the parties’ responsibility for Customer service, or for similar commercially reasonable purposes. Each party will submit to the other party all proposed uses of the other party’s names, logos, marks and/or trademarks, and will not publish or otherwise engage in any use the same without the other party’s prior written consent. In addition, neither party will issue a press release or similar public announcement that uses the other party’s names, logos, marks or trademarks without the prior written consent of the other party.

    5. Privacy; Data Security. Each party shall have a privacy policy in place that meets or exceeds any applicable laws, rules and regulations governing the use of personal data. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to this Agreement complies with all applicable laws, regulations and privacy policies. Each party agrees not to send any unsolicited commercial email or other online communication (e.g., "spam") to any person.

    6. Undesirable Material365bet体育网站. The Partner shall ensure that the Partner Site is not used to send, receive, upload, download, use or reuse any Undesirable Material.

    7. Feedback. The Partner acknowledges and agrees that Viator’s and its affiliated websites may implement mechanisms that allow Customers to rate and provide feedback, reviews and commentary regarding the Viator Products and agrees that all such ratings, feedback, reviews and commentary are owned by Viator.

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  3. Viator Product

    1. Product Information. Viator shall use reasonable commercial efforts to ensure the accuracy of the Product Information, however, the Partner acknowledges that Viator may not be able to verify that all Product Information provided by Suppliers is accurate or timely and Viator disclaims all liability with respect thereto.

    2. Product Display365bet体育网站. The Partner may present the Viator Products to prospective Customers by establishing HTML links from the Partner Site to the Viator Site or by accessing Product Information using the Viator API, and is authorized by Viator to promote the Viator Products as set forth herein.

    3. Display. The Partner may display all or some of the Viator Product through the Partner Site, but must display all Product Information for any displayed Viator Product. The Partner may not alter, modify or amend the Product Information in whole or in part without obtaining Viator’s prior written consent. The Partner will promptly correct any errors or inaccuracies of which Viator notifies the Partner except for cases where the Partner uses the Viator API. The Partner shall not systematically analyze or extract information (including guest reviews) from the Viator Site or any affiliated site and shall not copy, in whole or in part, the look and feel or content of the Viator Site or any affiliated site, except as expressly otherwise permitted by Viator or through the use of the Viator API.

    4. API. Viator agrees to use reasonable commercial efforts to make the Product Information available via the Viator API and on the Viator Site; provided, however, that Viator reserves the right to restrict, suspend or terminate use of the Viator API at any time.

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  4. Transactions / Cancellations

    1. Transactions. Upon completion of a Transaction, Viator will provide the Customer with an electronic acknowledgment and Voucher for each Transaction.

    2. Payment for Reservation365bet体育网站. Viator will be the merchant of record in all Transactions and will be responsible for charging and collecting all amounts payable for Transactions from Customers. Viator shall be responsible for all credit card merchant fees and credit card chargebacks associated with a Transaction. Viator shall be responsible for forwarding payment for a Reservation to the applicable Supplier.

    3. Amendments, Cancellations and Refunds. All requests for Reservations from Customers are subject to acceptance by Viator in accordance with the Viator Product’s terms and conditions. The Viator Product shall be subject to individual cancellation penalties, which vary and are detailed online via the "Terms and Conditions" link for each Viator Product.

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  5. Support

    1. Support365bet体育网站. Viator will provide Customers with 24x7x365 email-based service for the purpose of attending to and resolving issues associated with a Viator Product or Transaction. Viator will provide the Partner with 24x7x365 email-based support for the purpose of attending to and resolving technical issues.

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  6. Fees; Payment

    1. subject to any credit, cancellation or refund of a transaction, viator will pay partner a referral fee for each transaction. the referral fee is based on 8% of the actual received retail price of each viator product purchase availed (net of all cancellations and partial or full refunds) by each customer. the referral fees will be paid monthly prior to the end of the month immediately following the travel date applicable to the viator product that is the subject of each transaction. in the event that referral fees due in any given month are less than fifty united states dollars (us$50.00), then payment will be withheld until such time as the total referral fees due are equal to or greater than fifty united states dollars (us$50.00) or its equivalent in a calendar month. in the event of termination, cancellation or expiry of this agreement, viator shall promptly pay the partner any outstanding referral fees due to the partner which were withheld by viator pursuant to the immediately preceding sentence.

    2. 365bet体育网站viator makes no guarantee, warranty or representation as to the amount of the referral fees that may be generated by partner pursuant to this agreement.

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  7. Confidentiality

    1. Confidentiality Obligation. The Receiving Party will treat the Confidential Information of the Disclosing Party as secret and confidential. The Receiving Party may not, without obtaining prior written approval of the Disclosing Party, use, copy or disclose to any third party any of the Disclosing Party’s Confidential Information except for the purpose of exercising its rights or performing its obligations pursuant to this Agreement; provided, however, that the information identified in each of the following items shall not be considered Confidential Information:

      1. any information that is already known to the receiving party at the time of disclosure or acquisition;

      2. any information that is already in the public domain through no fault of the receiving party at the time of disclosure or acquisition;

      3. any information that becomes publicly known after disclosure or acquisition through no fault of the receiving party;

      4. 365bet体育网站any information that is lawfully and independently developed or acquired by the receiving party without reference to the confidential information;

      5. 365bet体育网站any information disclosed pursuant to applicable law; or

      6. information that is obtained from any third party who has a right to make such a disclosure without any confidentiality obligation.

    2. Exception365bet体育网站. Notwithstanding Section 7.1 above, if the Receiving Party is requested to disclose the Disclosing Party’s Confidential Information by any public agency such as a government authority, local government, stock exchange or court pursuant to applicable laws and regulations, any judicial, regulatory or governmental request, requirement or order, then the Receiving Party may, after taking reasonable steps to give the Disclosing Party sufficient prior notice to contest such request, disclose the Confidential Information to the minimum extent required.

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  8. Representations; Warranties

    1. General. The representations and warranties in this Section 8 are continuous in nature and are deemed to have been given by each party upon execution of this Agreement.

    2. Corporate Power. Each party represents and warrants that it is duly organized and validly existing in accordance with the laws of the state of its incorporation and has full corporate power and authority to execute and deliver this Agreement and has all licenses, authorizations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations hereunder.

    3. Binding Agreement. Each party represents and warrants that this Agreement constitutes a legal, valid and binding obligation upon it enforceable in accordance with its terms by appropriate legal remedy. The execution, delivery and performance of this Agreement by the party does not conflict with any agreement, instrument or understanding to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or other agency having jurisdiction over it.

    4. Taxes365bet体育网站. Viator confirms that (i) the Retail Rate will be inclusive of any taxes applicable to the Viator Product, including, without limitation, federal, state and local taxes imposed now or hereafter by applicable government entities, so that the Partner will not be responsible for any tax liability relating to the Viator Product with the exception of the Partner’s corporate income taxes; and (ii) Viator or the Supplier will be responsible for remitting any such taxes and all related documentation to the government entities.

    5. Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, VIATOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE VIATOR PRODUCTS, PRODUCT INFORMATION, OR OTHER SUBJECT MATTER UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. VIATOR DOES NOT GUARANTEE THAT THE PRODUCT INFORMATION, VIATOR API OR HTML LINKS WILL BE ALWAYS AVAILABLE, ACCESSIBLE, TIMELY, OR ERROR-FREE, WHILST VIATOR SHALL ENDEAVOR TO KEEP AVAILABILITY, ACCESSIBILITY AND TIMELINESS THEREOF.

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  9. Term; Termination

    1. Term365bet体育网站. This Agreement is effective as of the date on which the Partner accepted this Agreement (“the Commencement Date”) and shall continue until terminated in accordance with this Section 9 (the “Term”). Either party may terminate this Agreement on at least thirty (30) days’ prior written notice to the other party.

    2. Termination365bet体育网站. Either party may terminate this Agreement immediately if:

      1. the other party commits a material breach of any of its obligations under this agreement which are not capable of remedy;

      2. the other party committed a material breach of any of its obligations under this agreement which is capable of remedy but which has not been remedied within a period of thirty (30) days following receipt of written notice to do so;

      3. the other party becomes insolvent or is adjudicated bankrupt, or files a voluntary petition or pleading under any applicable bankruptcy code, bankruptcy laws or insolvency laws, or an involuntary petition is filed with respect to such party, under any such laws, or a permanent or temporary conservator, receiver or trustee for all or substantially all of such party’s property is appointed by any court;

      4. 365bet体育网站the other party goes into liquidation or otherwise effectively ceases its business;

      5. 365bet体育网站regulatory authorities subject the other party to administrative punishment that results in that other party not being able to continue its operations relating to this agreement; or

      6. 365bet体育网站the other party commits any deceptive act or an act causing it to lose credibility in the course of the performance of its obligations hereunder.

    3. 365bet体育网站upon expiration, cancellation or termination of this agreement for any reason, (i) the licenses and rights granted to the partner hereunder will immediately terminate and (ii) the partner agrees to immediately (a) remove all html links from the partner site to the viator site and (b) cease using the viator api and the product information and will remove all product information from the partner site. in addition, each party agrees to cease using the other party’s names, logos, marks and/or trademarks. sections 2.2, 2.5, 7, 9.3, and section 10 shall survive any expiration or termination of this agreement.

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  10. General

    1. DISCLAIMER OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT THE OTHER PARTY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR LOSS OF PROFITS, OR COSTS TO PROCURE SUBSTITUTE GOODS, EVEN IF ADVISED OF THE RISK OF THE LOSS OR DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF VIATOR WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE PURSUANT TO THIS AGREEMENT IN THE PRECEDING TWELVE (12) CALENDAR MONTHS (OR IF A BREACH OF THIS AGREEMENT OR A TORT OCCURS DURING THE TWELVE (12) MONTHS AFTER THE COMMENCEMENT DATE, THE AMOUNT OF THE REFERRAL FEES PAID OR PAYABLE IN THE MOST RECENT ONE (1) MONTH PERIOD MULTIPLIED BY TWELVE (12)).

    2. Entire Agreement; Updates. This Agreement and the documents referred to herein constitute the entire agreement between the parties pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties pertaining to the subject matter hereof are expressly cancelled, except that this Agreement will not have any effect on any confidentiality agreement existing as of the Commencement Date. Viator reserves the right to update or otherwise make changes to this Agreement from time to time on at least fourteen (14) days’ prior notice, which notice Viator will provide to the Partner by any reasonable means (including by e-mail). Except as set forth in this Section, no amendment, modification or rescission to this Agreement or any Attachment or document will be effective unless it is made in writing and signed by both parties.

    3. Assignment. Viator may assign or otherwise transfer this Agreement in whole or in part. The Partner may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Viator’s prior written consent and, for purposes hereof, a merger or change of control in which the Partner is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

    4. Notices. Unless otherwise provided herein, all notices under this Agreement shall be in writing and shall be delivered to Viator Inc. at 360 3rd Street, Suite 400, San Francisco, CA 94107, ATTN: General Counsel and to the Partner at the address provided to Viator during the online sign-up process. All such notices shall be deemed to have been given upon receipt. Notwithstanding the foregoing, Viator may alternatively (or in addition) provide notices to the Partner via e-mail, which notices will be deemed to be given when sent.

    5. Governing Law365bet体育网站. This Agreement and the rights and obligations of the parties will be construed in accordance with and governed by the laws of the State of California. Each party irrevocably and unconditionally submits to the non-of federal and state courts located within the State of California.

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