This document contains the Bedsonline Terms of Use and Privacy Policy. Please review this document carefully before using this website.

Transcription

1 This document contains the Bedsonline Terms of Use and Privacy Policy. Please review this document carefully before using this website. Terms of Use....Page 2 Privacy Policy......Page 12 1

2 BEDSONLINE S TERMS OF USE Acceptance of Terms - THIS TERMS OF USE AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COMPANY (as defined herein).this website, located at ( Website ), is owned and operated by Hotelbeds USA, Inc. (hereinafter "Hotelbeds USA"). Hotelbeds USA offers member travel services exclusively for travel agencies and for its customers. The Website contains text, pictures, graphics, logos, images, works of authorship, and other content (collectively with all information and material about Hotelbeds USA and its services, "Content"). The Website is intended for use only by users who are at least 18 years of age. PLEASE NOTE: Your access to and use of this Website is subject to these terms of use ( Terms of Use ), as well as all applicable laws and regulations. Travel services sold to travel agencies exclusively are subject to contract conditions in addition to these Terms of Use. All users of the Website are also subject to prices and cancellation conditions displayed on the Website when making each reservation ( Booking Policy ). Please read the Website conditions and these Terms of Use carefully. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use this Website or any information or Content contained on this Website. Your access to and use of this Website constitutes your acceptance of and agreement to abide by these Terms of Use and the prices and conditions presented on the Website. These Terms of Use may be changed, modified, supplemented or updated by Hotelbeds USA from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use this Website after such changes are posted. Unless otherwise indicated, any new Content added to this Website will also be subject to these Terms of Use effective upon the date of any such addition. You are encouraged to review the Website and these Terms of Use periodically for updates and changes. If you have any questions about these Terms of Use, please contact us as indicated through the "Contacting Us" section herein. Order Services Online If you purchase any service offered by Hotelbeds USA ("Services"), you agree to allow Hotelbeds USA, or our payment affiliates or service providers, to process and/or store your payment card information. You also agree to pay the applicable fees for the services as they become due plus all related taxes, and to reimburse us, our payment affiliates and Hotelbeds USA's providers for all collection costs and interest for any overdue amounts. All fees and charges are subject to Hotelbeds USA's refund policy available upon request. Please note that some Services may not be available in all jurisdictions. You agree that you will not deliver the voucher issued by Hotelbeds USA to the final customers unless the final customers have entirely paid you for the booking. Hotelbeds USA hereby acknowledges that it is responsible for the security of cardholder data that Hotelbeds USA possesses or otherwise stores, processes, or transmits on behalf of the customer, or to the extent they could impact the security of the customer s cardholder data environment. Limited License and Site Access; All Rights Reserved Hotelbeds USA hereby grants you a limited license to access and make personal use of this Website, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Hotelbeds USA. This license does not include any resale or commercial use of this Website or the Content; any collection and use of any pages; any derivative use of this Website or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. Neither this Website nor any portion of this Website may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Hotelbeds USA. You may not frame or utilize framing techniques to enclose 2

3 any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Hotelbeds USA without Hotelbeds USA's express written consent. You may not use any meta-tags or any other "hidden text" utilizing any of Hotelbeds USA's or any third party's name(s) or service marks without the express written consent of their respective owners. We (or the respective third party owners of Content) retain all right, title, and interest in this Website and any Content, features and services offered on this Website, including any and all intellectual property rights. We (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Hotelbeds USA. Availability of Products and Services- Due to offers that are limited in time or availability, certain product offerings and services described on this Website may not be available to all users. EXCEPT AS EXPRESSLY STATED HEREIN, THE INFORMATION CONTAINED ON THIS WEBSITE IS NOT AN OFFER TO SELL OR LEASE BY THE COMPANY. This Website may provide certain summary descriptions or other helpful information regarding product offerings and services. We attempt to be as accurate as possible; however, any such materials are intended to generally describe the product offerings and services and are subject in all respects to the specific terms and conditions of the actual product/service agreement to which they refer. Copyright Except as otherwise expressly stated, all Content appearing on this Website is the copyrighted work of Hotelbeds USA, its users or its third party content suppliers and are protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Hotelbeds USA and is protected by U.S. and international copyright laws. You may download information from this Website and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from this Website, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Hotelbeds USA or any applicable third party suppliers. The use of Content by you, or anyone else authorized by you, is prohibited unless specifically permitted by Hotelbeds USA. Any unauthorized use of Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes. Hotelbeds USA does not warrant or represent that your use of Content or any other materials displayed on this Website will not infringe rights of third parties. If you believe that any Content on this Website violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately as indicated through the "Contacting Us" section herein with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint. Trademarks and Service Marks Certain trademarks, including "Hotelbeds " and Bedsonline, are the service marks and trademarks of Hotelbeds USA or one of its affiliates. The domain name for this Website, all page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Hotelbeds USA. All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Website are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such 3

4 trademarks, service marks, trade dress, or other logos from this Website without the prior written authorization of their owners. Ownership of information submitted via this Website With the exception of any personal information and copyright-protected material you submit (which shall be maintained in accordance with our Privacy Policy), any information you transmit to Hotelbeds USA via this Website, whether by direct entry, submission, or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of Hotelbeds USA. Such information may be used for any purpose, including, without limitation, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting. Hotelbeds USA shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Hotelbeds USA via this Website or by any other means for any purpose whatsoever, including, without limitation, delivering agency or end user services using such information. When you submit any material or information protected by intellectual property rights (e.g., photos, videos, articles, etc.) to the Website, you represent and warrant to Hotelbeds USA that you have the necessary rights to copy and display such information. Furthermore, you specifically grant to Hotelbeds USA a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such content that you post on or in connection with the Website. This license ends when you delete such content or your account unless your content has been shared with others and they have not deleted it. Connection Requirements You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use this Website, and Hotelbeds USA reserves the right to change the access configuration of this Website at any time without prior notice. Prohibited Use Any use or attempted use of this Website (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) that could interfere with any other party's use and enjoyment of the Website, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Hotelbeds USA to be made accessible to a user, or (vi) to obtain or attempt to obtain any materials or information through any means not intentionally made available by Hotelbeds USA, or (vii) for any use other than the business purpose for which it was intended, is prohibited. In addition, in connection with your use of the Website, you agree you will not: (a) Make any unauthorized, false or fraudulent booking; (b) Upload or transmit any message, information, data, text, software or images, or other content ("Material") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another's right of privacy or publicity; (c) Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Hotelbeds USA representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; 4

5 (d) Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (e) Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another; (f) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (g) Use the Website s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (h) Upload or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation, commercial or otherwise; (i) Violate any applicable local, state, national or international law; (j) Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (k) Delete or revise any material posted by any other person or entity unless such material is incorrect and you are permitted to delete or revise it; (l) Manipulate or otherwise display the Website by using framing, mirroring or similar navigational technology or directly link to any portion of the Website other than the main homepage of the Website, in accordance with the Limited License and Site Access outlined above; (m) Probe, scan, test the vulnerability of or breach the authentication measures of, this Website or any related networks or systems; (n) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services if you are not expressly authorized by such party to do so; (o) Harvest or otherwise collect information about others, including addresses; or (p) Use any robot, spider, scraper, or other automated or manual means to access this Website, or copy any content or information on this Website. Hotelbeds USA reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user's access and/or account. Hotelbeds USA may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Hotelbeds USA reserves the right at all times to disclose any information as Hotelbeds USA deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Hotelbeds USA's sole discretion. 5

6 Right to Monitor Hotelbeds USA neither actively monitors general use of this Website under normal circumstances nor exercises editorial control over the content of any third party's website, transmission, news group, or other material created or accessible over or through this Website. However, Hotelbeds USA does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Hotelbeds USA's sole discretion, may be illegal, may subject Hotelbeds USA to liability, may violate these Terms of Use, or are, in the sole discretion of Hotelbeds USA, inconsistent with Hotelbeds USA's purpose for this Website. No Editorial Control of Third Party Content; No Statement as to Accuracy To the extent that any of the Content included in the Website is provided by users or third party content providers, Hotelbeds USA has no editorial control or responsibility over such Content. Therefore, any opinions, statements, services or other information expressed or made available by third party suppliers on this Website are those of such users or third party suppliers. Hotelbeds USA does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any user or third party, or represent or warrant that your use of the Content displayed on this Website or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Hotelbeds USA. Links to Third Party Websites This Website may contain hyperlinks to other sites owned and operated by parties other than Hotelbeds USA. Such hyperlinks are provided only for ready reference and ease of use. We do not control such websites and cannot be held responsible for their content or accuracy and do not endorse these sites unless we specifically so state. In the event this Website provides hyperlinks to other websites that are not owned, operated or maintained by Hotelbeds USA, you acknowledge and agree that Hotelbeds USA is not responsible for and is not liable for the content, products, services or other materials on or available from such websites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action you may take as a result of linking to any such website. Any such websites are likely to set forth specific terms of use and privacy policies that you should review. Hotelbeds USA is under no obligation to maintain any link on this Website and may remove a link at any time in its sole discretion for any reason whatsoever. Hotelbeds USA shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. Hotelbeds USA is not responsible for the privacy practices of any other websites. Website Privacy Policy Our Website Privacy Policy describes the details of Hotelbeds USA's information practices and procedures for personal information we collect at this Website. We strongly urge you to read our Website Privacy Policy. Disclaimer Content and other information contained on this Website has been prepared by Hotelbeds USA as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. Hotelbeds USA has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to this Website or any other Website maintained by Hotelbeds USA. Users relying on Content or other information from this Website do so at their own risk. Obvious errors and mistakes (including misprints, typographical errors and errors in calculating currency conversion, errors in pricing in general, etc.) are not binding. In the event of an error or mistake being made, Hotelbeds USA or the accommodation establishment reserves the right to cancel any booking and 6

7 refund monies paid by the You to Hotelbeds USA in relation to such booking (if applicable), this will be without any liability to the You and/or the client. The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the Services, but are provided solely for general informational purposes. Should you purchase services or products from a third party, the terms and conditions applicable to that transaction will govern such purchase, as applicable, and your use of this Website does not affect that purchase in any manner. YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, AND HOTELBEDS USA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY. HOTELBEDS USA MAKES NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED. Limitation of Liability YOU UNDERSTAND AND AGREE THAT HOTELBEDS USA WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF HOTELBEDS USA HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, SERVICES OBTAINED FROM TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, SERVICES OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE HOTELBEDS USA DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. Notices Any notices to you from Hotelbeds USA regarding the Website or these Terms of Use will be posted on this Website or made by or regular mail. Electronic Communications When you visit this Website or send s to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use. 7

8 General Provisions Entire Agreement These Terms of Use, the Privacy Policy, agency agreements (if applicable), prices and cancellation conditions posted on the Website (Booking Policy) and other policies that Hotelbeds USA may post on this Website constitute the entire agreement between Hotelbeds USA and you in connection with your use of this Website and the Content and supersedes any prior agreements between Hotelbeds USA and you regarding use of this Website, including prior versions of these Terms of Use. USA Restrictions on Travel to Cuba - No Bookings for accommodation in Cuba shall be facilitated, arranged or made by or through Hotelbeds USA. You herby acknowledge that travel to Cuba by citizens and residents of the United States, is subject to the laws of the United States pertaining to the U.S. embargo of Cuba and requires a license by the United States Government. No refunds will be made or liability incurred with respect to any travel arrangements made by citizens or residents of the United States without required licenses. Governing Law; Jurisdiction; Venue; Severability of Provisions These Terms of Use and any actions and proceeding brought hereunder shall be governed by the laws of the State of Delaware without regard to conflict of laws principles. Any action or legal proceeding to enforce any provision hereof, or based on any right arising out of, these Terms of Use shall be exclusively in the courts of the State of Delaware, or if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and you and Hotelbeds USA hereby consent to the exclusive jurisdiction of such courts and of the appropriate appellate courts in any such action or legal proceeding and waive any objection to venue or jurisdiction in connection therewith. All parts of these Terms of Use apply to the maximum extent permitted by law. We both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect. Password Accounts, Passwords, and Security If you have been given the option to open an account on this Website that will provide you with access to password protected portions of the Website and you elect to do so, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and choose a password and user name. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify Hotelbeds USA of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. Hotelbeds USA will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Hotelbeds USA or another party due to someone else using your account or password. You may not use anyone else's account at any time. No Agency Relationship Neither these Terms of Use, nor any Content, materials or features of this Website create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way. Remedies You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable 8

9 harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity. ANTI-BRIBERY, TRADE RESTRICTIONS AND BUSINESS ETHICS Hotelbeds USA takes a zero tolerance approach to breaches of international norms for trade, including bribery and corruption prevention legislation and applicable restrictions on trade, funds flow and terrorism financing. You warrant that you do and shall comply with, and that your Associated Parties do and shall comply with all national, supranational and international legislation and related procedures, restrictions and sanctions regarding bribery, corruption, corporate crime, international trade, fund flows and terrorism financing to which you and/or Hotelbeds USA may be subject from time to time. You shall provide supporting evidence of such compliance as Hotelbeds USA shall reasonably request. Violation of this paragraph by you shall be a Material Breach of these Terms of Use and may result in the immediate termination of the contractual relationship and/or legal action. You warrant that to the best of your knowledge, neither you nor your Associated Parties have been convicted of, or have been or are subject of any investigation by any governmental, administrative or regulatory body regarding offence involving bribery or corruption regarding, fraud or dishonesty. You represent, warrant and undertake that you do and will comply in all respects with all applicable Sanctions that you or Hotelbeds USA are subject to. For the purposes of this clause: Associated Parties means a person (including an officer, employee, shareholder, representative, agent, contractor, subcontractor or subsidiary) or other third parties connected to a Party by virtue of actions undertaken in fulfilment of obligations in this Agreement. Sanctions means any laws, regulations, orders or licenses relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by any authority. Public Announcements or External Communications - You shall consult with Hotelbeds USA with respect to the contents of any communication or marketing material it proposes to have with the media or any external party related to Hotelbeds USA or your relationship with them, and any announcement or statement you intend to release to the press by providing Hotelbeds USA with a draft thereof. You shall not release any communication, marketing material or press release unless and until you first obtain Hotelbeds USA s consent in writing. You shall be direct and personally liable for any damage or loss caused to Hotelbeds USA for this reason. 9

10 Sustainable Development - In support of Hotelbeds Group commitment to Corporate Sustainability, as evidenced by its Corporate Sustainability Policy, which you hereby acknowledges to have read ( you commits to make a reasonable endeavor to develop your own sustainability strategy and to explore the possibility of signing a sustainability certification such as Travelife or other Global Sustainable Tourism Council recognized certification and/or an international environmental management standard such as ISO You agree to implement preventative measures and procedures to ensure that children are protected from tourism related sexual exploitation and all potential forms of abuse. In order to strengthen responsible activities and to contribute to the eradication of the problem, Hotelbeds Group has signed up the Code of Conduct for the Protection of Children from Sexual Exploitation in Travel and Tourism (The Code - and will implement an Action Plan accordingly to protect children at local levels. You also commits to ensure that Employees under the age of 18 are only employed in accordance with national regulations and the UN convention on the Rights of the Child, ensuring that International Labour Organisation conventions on minimum age and child labour are fulfilled ( and will comply with all applicable international and national legislation in force, regulations and codes of practice, especially in human rights matters. Force Majeure - Neither party shall be responsible or liable for or deemed in breach of these Terms of Use because of any delay or failure in the performance of these Terms of Use due to any event or circumstance the occurrence and the effect of which the party affected thereby is unable to prevent and avoid, including, without limitation acts of God; government regulation, curtailment of transportation facilities, strikes, lock-outs or other industrial actions or trade disputes of whatever nature (whether involving employees of a party or a third party), terrorist attacks, haze, sabotage, riots, civil disturbances, insurrections, national emergencies (whether in fact or law), blockades, acts of war (declared or not), etc. (a Force Majeure Event ). The non-performing party shall give the other party written notice describing the particulars of the Force Majeure Event as soon as possible. In case of early termination due to Force Majeure Event, all deposits will be returned, less any expenses and/or fees that have already been incurred in connection with the provision of services pursuant to the commercial agreement and are not recoverable by Hotelbeds USA. In case the original booking cannot be fully utilized due to the Force Majeure Event Hotelbeds USA will reimburse the part of the booking that was not used at a later stage after the event. Hotelbeds USA will not be responsible for the costs of any new accommodation or service offered to the end consumer should a Force Majeure Event occur at the destination. For this clause, Expenses means any monetary outlay that cannot be recovered by Hotelbeds USA including deposits already paid to third party suppliers which may not be refundable under their contractual terms and conditions; and Fees means any payment due to Hotelbeds USA for services rendered, including but not limited to Hotelbeds USA administrative/management fees, before the early termination due to Force Majeure Event. Such termination due to a Force Majeure Event shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination. Contacting Us. If you have any questions or concerns about these Terms of Use, please contact us through our Contact Us web page located at or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them. 10

11 Hotelbeds USA 5422 Carrier Drive, Suite 201 Orlando, FL USA Or by phone at

12 BEDSONLINE S PRIVACY POLICY Last Modified: February 11, 2016 General Information PLEASE READ THIS PRIVACY STATEMENT AND NOTICE OF PRIVACY PRACTICES CAREFULLY. This Privacy Statement and Notice of Privacy Practices ("Privacy Policy") sets forth the privacy practices of Hotelbeds USA, Inc. (hereinafter "Hotelbeds") only with respect to the collection of information at hereinafter (the Site ). This Site is a business to business website and not intended for use by individual consumers of Hotelbed's travel services. This Privacy Policy shall apply only to the information submitted by the Agent ("Agent" or "You") on the Site and generally only to the Agent's use of the Site and the Services (which we define below) on behalf of Agent's customer or client ("Client") or other members of the Client's booking group. If Agent does not agree to the below terms of this Privacy Policy, Agent should not use this Site or the Services. -By providing Hotelbeds with Client information, Agent represents and warrants that Agent has communicated to Client and other members of the Client's booking party the content of this Privacy Policy and has obtained all of the necessary or required consents from Client in order for Agent to submit Client's information for purposes related to Agent's use of the Services. -Agent acknowledges and agrees that Agent is responsible for ensuring Client's information is current, accurate, complete and will notify Hotelbeds in the event the Client's information changes or requires modification or updating. This Privacy Policy describes how Hotelbeds collects, stores, transfers, shares, discloses and handles the information the Agent submits to Hotelbeds online when Agent utilizes the Services for the benefit of Agent's Client. Changes and Updated to this Privacy Policy Hotelbeds reserves the right to revise or update this Privacy Policy at any time, and the Agent agrees to be bound by those revisions or updates and communicate such revisions or updates as necessary to Agent's Client. Hotelbeds will notify Agent of any changes to the Privacy Policy by posting the revised or updated Privacy Policy and its "Last Modified" date on the Site. The Agent's use of the Site and the Services thereafter constitutes an agreement to and the acceptance of the Privacy Policy and its revisions or updates. Agent should periodically read the Privacy Policy to learn of any revisions or updates. Contact and Electronic Communication By using the Site and Services, Agent agrees that Hotelbeds can communicate with Agent electronically regarding any legal, regulatory, technical, security, privacy, administrative or consumer notification obligations that may be related to your use of the Site or the Services. If you have any questions about this Privacy Policy or would like to learn more about how we protect your Client's privacy, please write to 12

13 us at Hotelbeds USA 5422 Carrier Drive, Suite 201, Orlando, FL USA, or by phone at or by message. Description of Our Services Hotelbeds is the leading online providers of international accommodation and destination activities exclusively for travel agencies. This Site is not intend for use by individual consumers. The purpose of the Site is to provide Agents with fast and easy online access to the products and services their Clients are seeking to obtain for travel purposes. Hotelbeds provides Agents with an advanced online platform which provides access to Hotelbed's broad portfolio of products and services worldwide Agent can obtain for Agent's Clients. These Services include arranging hotel accommodations, car services, vehicle transfers, travel insurance and tickets to various tourist attractions and activities on behalf of Agent's Client (the "Services"). Use of Your Client's Information In order to provide Agent with the Services, we may collect non-public, personal information directly from you as the Agent, including but not limited to the information you provide Hotelbeds about your Clients in order to use the Services, or information your provide from other individuals listed as part of your Client's booking group. We define "personal information" as information that is unique to an individual and might include the following information from your or your Client: name, contact and credit card information, travel preferences, special needs/disabilities/dietary requirements that You supply us or are supplied to Hotelbeds, addresses and telephone numbers. Additionally, Your Client's personal information is collected by us when You request information from us related to the Services, contact us (and vice versa) or make a booking on behalf of your Client. We do not collect information directly from your Client. Our Use of Your Client's Information (1) For the purpose of providing Agent with the Services, we may disclose and process your Client's information outside of the United States. In order for you Client to travel abroad, it may be mandatory (as required by government authorities at the point(s) of departure and/or destination) to disclose and process your Client's personal information for immigration, border control, security and anti-terrorism purposes, or any other purposes which they determine appropriate. These requirements may differ depending on your Client's destination and you are advised to check and communicate such requirements to your Client. Even if not mandatory, and depending on the circumstance we may exercise our discretion to assist where appropriate or as required by law. (2) If we do receive your Client's personal information, we will only use it for the purposes for which it was collected and we will not sell, license, transmit or disclose this information outside of Hotelbeds for any other purpose unless; (1) you as the Agent expressly authorize us to do so; (2) it is necessary to allow our service providers or our agents to provide services for us, (3) it is necessary in order to provide our services to you as the Agent, (4) subject to applicable contractual or legal restrictions, it is necessary in connection with a sale of all or substantially all of the assets of Hotelbeds or the merger of Hotelbeds into another entity or any consolidation, share exchange, combination, bankruptcy, liquidation or reorganization, or like transaction in which Hotelbeds is not the survivor, (5) it is necessary in connection with other business purposes including, without limitation, customer care, service quality, business management and operation, risk assessment, security, fraud and crime prevention/detection, monitoring, 13

14 research and analysis, marketing, customer purchasing preferences and trends, dispute resolution, credit checking and debt collection, or (6) otherwise as we are required or permitted by law. Direct Marketing Material Subject to applicable contractual or legal restrictions, we may from time to time contact You as Agent with information on offers of goods and services, brochures, new products and forthcoming events that may be of interest to your Clients. Our Site will assume you agree to electronic communications when you utilize the Services. You may indicate your preference regarding receiving third party direct marketing material. If do not wish to receive such information or would like to change your preference, please refer to Your Rights below. We appreciate your questions and comments about Hotelbeds the Services. Please see the "Contact and Electronic Communication" section of this Policy for instructions on how to send your questions and comments to us. We will share the contents of your messages with those within our organization who are most capable of addressing the issues contained in your message. We will keep a copy of your message until we have had an opportunity to address your concerns. We may archive your message for a certain period of time or discard it once it is no longer needed. Your Rights With respect to the information you submit on behalf of your Client, HotelBeds is required to comply with Spanish Organic Law 15/1999, of 13 December on the Protection of Personal Data; transposed from the European Directive 95/46, and completed by European Directive 2002/58, and/or any legislation that develops, adds to and, when appropriate, replaces them (hereinafter referred to by its initials PDPR personal data protection regulation). Hotelbeds is required to protect your Client's information and any Client information you submit to Hotelbeds shall be used for the purpose of completing the Agency reservation and for the purposes of associated with the administration of the Client's booking and for the purposes described in this Privacy Policy. Any information collected on this website may be transmitted to those entities that must be involved in order to provide the Services. Additionally, Client information may be disclosed to other parties when: It is contained in public bibliography or that may become public knowledge, unless it becomes public knowledge due to a breach of the agreement by one of the parties. Disclosure is required by law. Disclosure at the request of law enforcement or in response to subpoena or in response to lawful process. It is referred to economic data or any other kind that must be submitted to the state, local or autonomous authorities due to tax or labor requirements and administrative contracts. If the Agent wishes to exercise rights of access, rectification, cancellation or opposition granted by the PDPR, Agent may address such petition to dataprotection@hotelbeds.com 14

15 Hotelbeds informs Agent that Client information provided by Agent will be contained in the existing file of personal data registered by Beds on Line, S.L.U. and that the treatment of such personal data will include but not be limited to management, administration, mediation and contracting of the Services offered by Hotelbeds, the management of the reservations and the collection of products and services through Hotelbeds, call centers; the management of incidences; statistics; commercial publicity and other promotions. On completing our request form, you are entitled to a copy of the information we hold about you as the Agent or your Client and to correct any inaccuracies. You have the right to ask in writing not to receive direct marketing material from us. If available, you can amend your previous preference by indicating as such in the "Contact and Electronic Communication" section of this Privacy Policy. Please allow us a reasonable period of time in order to satisfy your request. For a list of our group companies or brands, please send us your request to as indicated in the "Contact and Electronic Communication" section of this Privacy Policy. Use of Tools, "Cookies" and Links to Other Websites On the Site we may use cookies. Cookies allow us to identify your computer, but not you personally. You can set your web browser to refuse cookies. However, you may not be able to enjoy access and use all of the services available to you on our Website. However, if you also receive our marketing, we will tailor the information we send you unless you to tell us not to. This means we may use information we hold and cookies to identify your individual website search behavior and preferences. This will enable us to send you more personalized and relevant communications. You will be given the opportunity on every communication to opt-out of this personalization. We may collect information relating to customer trends and patterns and use cookies and software tools to measure site usage and related information. If you are making a purchase, we may also use cookies to keep track of the transaction from one web page to another. In addition to the information we collect from cookies, we may also obtain information which you provide to us online - for example, when you sign up for periodic updates or when you purchase services, or otherwise when you communicate with us. In some cases, we retain both the cookie information and/or the information you provide to us online - for example, to complete a transaction you requested or to keep historical records of your past transactions. In other cases, we only retain the cookie and/or online information you give us if you request us to do so for your use in subsequent sessions. An Internet Protocol ("IP") address is a unique identifier that certain electronic devices used to identify and communicate with each other on the Internet. When you visit our Website, we may view the IP address (which may include the city, domain address and service provider) of the device you use to connect to the Internet. We use this information to determine the general physical location of the device and understand from what regions of the world our Website visitors come. We also may use this information to enhance our Website. Certain pages on our Website contain "web beacons" (also known as Internet tags, pixel tags and clear GIFs). These web beacons allow third parties to obtain information such as the IP address of the computer that downloaded the page on which the beacon appears, the URL of the page on which the 15

16 beacon appears, the time the page containing the beacon was viewed, the type of browser used to view the page, and the information in cookies set by the third party. Children We do not knowingly collect information about children or provide services to children. Consistent with the Children's Online Privacy Protection Act, we will not knowingly collect any information from children under the age of 13. Hotelbeds USA s Website is not designed to attract anyone under the age of 18. Security Statement No transmission of data over the internet can be guaranteed to be 100% secure, despite our best efforts, thus we cannot guarantee that such information will not be intercepted by third parties. Links to Other Websites For your convenience, we may provide links to other websites and web pages that we do not control. We cannot be responsible for the privacy practices of any websites or pages not under our control and we do not endorse any of these websites or pages, the services or products described or offered on such sites or pages, or any of the content contained on those sites or pages. 16