Rates, Fees, Payments - Partner represents and warrants that the rates ('Rates') offered to Booking myTravel are the lowest Rates offered by Partner to any distributor of its Products. If Partner offers Products or enters into an agreement to provide Products through or to a third party (including without limitation through any other distribution channel, such as coupons, deal-of-the-day or flash sale websites) for a lower price or rate or under a lower pricing or rate arrangement or formula (including without limitation for no fee) than the then-current Rates provided to Booking myTravel, then Partner will promptly notify Booking myTravel and provide to Booking myTravel such lower price or rate or pricing or rate arrangement or formula retroactively as of the date first provided to such other third party. If Partner fails to comply with this provision, Booking myTravel shall have the right, in its sole discretion, to either suspend Partner or terminate this Agreement with fifteen (15) days prior written notice to Partner. Rates will include all applicable per person fees and all applicable taxes and other charges. Partner shall be solely responsible for the payment of any and all applicable taxes, including without limitation value added tax, sales and use tax, and any other taxes applicable to the resale of the Products ('Taxes') . The Rates provided by Partner will be valid until such time as (a) Partner modifies such Rates through the Booking myTravel Technology, or (b) where Booking myTravel has agreed to permit Partner to modify Rates in any manner other than through use of the Booking myTravel Technology, upon written notice to Booking myTravel, delivered in any manner previously approved by Booking myTravel. Booking myTravel will make any payments of Rates less commission and credit card and bank fees owed to Partner under this Agreement pursuant to the payment terms set forth in Attachment 1. With respect to any amount to be paid by Booking myTravel under this Agreement, Booking myTravel may set-off against such amount any amount that Partner is obligated to pay to Booking myTravel or for which Partner is required to reimburse Booking myTravel under this Agreement. Partner hereby appoints Booking myTravel as its limited payment collection agent solely for the purpose of accepting funds from Customers on behalf of Partner. As such, Booking myTravel will be responsible for collecting funds from Customers for Products purchased by Customers via the Distribution Channels. Partner agrees that payment made by a Customer to Booking myTravel through the Distribution Channels shall be considered the same as a payment made directly to Partner, and Partner will provide the Products to Customers in the agreed-upon manner as if Partner had received the Customers' funds directly. Partner acknowledges and agrees that Booking myTravel accepts payments from Customers as Partner's limited payment collection agent and that Booking myTravel's obligation to pay Partner is subject to and conditional upon successful receipt of the associated payments from Customers. As such, Booking myTravel shall not be liable to Partner for amounts that have not been successfully received by Booking myTravel from Customers or for amounts that are received by Booking myTravel but are subsequently the subject of a chargeback or other payment reversal. In accepting appointment as the limited payment collection agent of Partner, Booking myTravel assumes no liability for any acts or omissions of the Partner. Partner shall not use the Distribution Channels to process a payment transaction or to transfer funds between Partner and a Customer unless such activity results directly from that Customer's purchase of a Product through the Distribution Channels. Furthermore, Partner shall not engage in any form of payment fraud including but not limited to fraud by use of payment methods such as credit card, debit card, PayPal, Apple Pay, and Android Pay. If Booking myTravel has reason to believe that Partner is in breach of this provision of the Agreement, Booking myTravel may terminate this Agreement and withhold any outstanding payments to Partner. Booking myTravel also reserves the right to terminate this Agreement in the event that an excessive number of payments are the subject of a chargeback or other payment reversal for any reason and, in such circumstances, Booking myTravel may withhold all outstanding payments to Partner. For the avoidance of doubt, liability in respect of Customer chargebacks lies with Partner and not Booking myTravel. Booking myTravel may apply any or all withheld funds towards the costs incurred by Booking myTravel as a result of Partner's fraudulent activity and/or excessive chargebacks (as applicable) without prejudice to any other rights and remedies Booking myTravel may have against Partner in connection with the same.
Availability; Product Updates - Partner will follow the operational procedures set forth in Attachment 2, including without limitation those with respect to Product bookings, changes, and availability, and any updates or revisions to Attachment 2 as may be provided by Booking myTravel to Partner from time to time. Booking myTravel will use reasonable efforts to give Partner at least ten (10) business days' prior written notice of any updates or revisions to Attachment 2. For each Product that Partner offers (including without limitation to any third party through coupons, deal-of-the-day or flash sale websites, or any other distribution channel), Partner will make that Product available to Booking myTravel for marketing and distribution through the Distribution Channels. Partner will ensure that all Products that Booking myTravel markets and distributes through the Distribution Channels are available for booking by Customers, unless Booking myTravel receives proper notice in advance from Partner in accordance with the procedures set forth in Attachment 2. For the avoidance of doubt, the decision as to whether to list any Product of Partner on the Distribution Channels shall at all times remain within the sole discretion of Booking myTravel. If a Product is booked by a Customer via the Distribution Channels, Partner will follow the Customer redemption procedures set forth in Attachment 2. If Partner changes any element of a Product after a Customer has booked the Product but before such Customer has started to receive the Product, Partner will offer such Customer an alternative Product of the same or higher quality as the Product originally booked and Partner will accommodate such Customer to the Customer's reasonable satisfaction. If a Customer cannot be accommodated to the Customer's reasonable satisfaction, Partner agrees that Customer may cancel its booking and Booking myTravel may process a refund or refunds for that Customer. In this situation, Partner will not be owed (and Booking myTravel is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by Booking myTravel. Booking myTravel reserves the right to charge Partner reasonable fees related to the foregoing, including but not limited to merchant and customer service fees. If Partner cancels a Product or no longer makes a Product available to a Customer (e.g., a sold- out date) after a Customer has booked the Product but not yet received the Product, Partner will accommodate such Customer to the Customer's reasonable satisfaction. If a Customer cannot be accommodated to the Customer's reasonable satisfaction, Partner agrees that Booking myTravel may process a refund or refunds for that Customer. In this situation, Partner will not be owed (and Booking myTravel is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by Booking myTravel. Booking myTravel reserves the right to charge the Partner reasonable fees related to Partner's cancellation of or failure to make available the Product, including but not limited to merchant and customer service fees.
Customer Cancellations - Partner will not directly accept Customer cancellations for Products purchased via the Distribution Channels. All cancellations for purchased Products must be made by the Customer directly through Booking myTravel within the applicable cancellation time period, as set forth in Attachment 2. Booking myTravel has no obligation to provide refunds to Customers who do not contact Booking myTravel to cancel within the applicable cancellation time period. In the event of a Customer cancellation due to a Force Majeure Event (defined in Section 14 below), Booking myTravel shall not be required to pay the Rate for the Product so long as Booking myTravel has received sufficient evidence from the Customer that the Force Majeure Event has prevented Customer from using the Product.
Customer Contact; Customer Service - If Partner needs to contact a Customer in connection with providing Products purchased by such Customer, Partner will follow the procedures set forth in this Agreement, including without limitation Attachment 2, and such other reasonable Booking myTravel processes and procedures as may be communicated by Booking myTravel to Partner from time to time. Partner will ensure a smooth customer service process, including answering any Customer complaints in writing (e.g., by email or an interface made available by Booking myTravel) within five (5) days after complaint submission. Booking myTravel reserves the right at any time to respond to Customer complaints, including by contacting Customers directly; provided, however, that prior to resolving the complaint and/or providing compensation to Customers (which Booking myTravel reserves the right to do in its sole discretion), Booking myTravel will first attempt to contact Partner to discuss the complaint. If Booking myTravel provides compensation to a Customer in connection with a Customer complaint, Partner will not be owed (and Booking myTravel is not obligated to pay) the Rate pertaining to the booking(s) at issue. Furthermore, any sums that (a) Booking myTravel may have already paid to Partner in respect of such booking(s), and/or that (b) Booking myTravel may have made to a Customer by way of compensatory payment (up to the full amount paid by the Customer for such booking(s)) may (along with any other amounts expressly agreed to by the Partner) be adjusted on any subsequent payment made to Partner by Booking myTravel. After a Customer has purchased a Product, Partner will not, without Booking myTravel's prior consent, contact such Customer for purposes of marketing or selling tours, activities or other travel-related destination services and/or products to such Customer or for any other purpose other than to fulfil the Product purchased or to answer a Customer complaint.
Distribution Channels - Booking myTravel will have sole discretion over the Distribution Channels utilized and the Product placement within such Distribution Channels. Booking myTravel will be responsible for any applicable travel agents' commissions and other third-party intermediaries' fees for sale of Products through the Distribution Channels.
Partner Content And Materials - Partner hereby grants and agrees to grant to Booking myTravel the nonexclusive, perpetual, irrevocable, transferable, sublicensable (through one or more tiers), worldwide right (but not the obligation) in its sole discretion to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos, and other content and materials provided by Partner ('Partner Content') (i) to advertise, market, promote, and distribute Products on or through the Distribution Channels, including without limitation on the web sites of Booking myTravel and its Distribution Channels, (ii) to advertise, market and promote destinations and activities on or through the Distribution Channels and to market and promote the Distribution Channels generally, provided, however, that Booking myTravel shall have no right to use the Partner Content to market or promote competing products, and (iii) to otherwise perform Booking myTravel's obligations and exercise Booking myTravel's rights under this Agreement. Partner represents, warrants and covenants that (a) Partner owns, or has rights sufficient to grant the rights granted to Booking myTravel in this Agreement with respect to, all Partner Content provided to Booking myTravel, (b) Partner Content will be accurate and complete and will not be misleading or fraudulent, and (c) Partner Content (and Booking myTravel' exercise of its rights with respect to Partner Content) does not and will not infringe, violate or misappropriate any third party's proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. Partner hereby acknowledges and agrees that Booking myTravel shall own all right, title and interest in and to any derivative works of the Partner Content created by or on behalf of Booking myTravel, whether prior to or after the Effective Date, and hereby assigns to Booking myTravel any and all right, title, or interest that Partner may have to such derivative works.
Partner Conduct; No Subcontractors - Partner represents, warrants and covenants that: (a) Partner has and maintains all registrations, licenses, permits, approvals, and authorizations applicable to Partner's business and provision of Partner's Products; (b) Partner will ensure that Partner's activities, operations, products and services (and Partner's provision of the foregoing, including without limitation in connection with providing Products to Customers) are operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry and, if appropriate or recommended based on the nature of Partner's Products, Partner will perform background checks of its personnel consistent with best industry practices; (c) Partner's personnel will be properly trained, have all necessary skills to deliver the Products, and will deliver the Products in a professional manner consistent with best industry practices; (d) Partner will comply with all applicable international and local laws and regulations (including fire, health and safety procedures and consumer protection and data privacy laws); and (e) Partner will not do or omit to do any act (including by virtue of its provision of any Partner Content or its offer and/or delivery of any Product) that, in Booking myTravel's sole opinion, may be likely to cause Booking myTravel or the Distribution Channels to be disparaged, defamed, discredited or brought into disrepute. Partner may not subcontract or otherwise transfer any of its rights or obligations under this Agreement; provided, however that Partner may subcontract delivery of the Products with the prior written consent of Booking myTravel (which consent may be provided by Booking myTravel by e-mail). In the event the Partner uses a subcontractor, Partner will nevertheless remain responsible for the satisfactory delivery of Products and shall be liable for such subcontractor's compliance with the terms and conditions of this Agreement and any breach or failure of such subcontractor to comply herewith. If Booking myTravel believes that Partner is in breach of this Agreement (including without limitation Partner's representations, warranties and covenants in this Agreement), Booking myTravel may, without limiting its other remedies, terminate this Agreement. If Booking myTravel terminates this Agreement pursuant to the foregoing, Booking myTravel may (again, without limiting Booking myTravel' other remedies) require Partner to (and Partner will) fulfill all Product purchases made prior to termination, or assist Booking myTravel in procuring alternate Partners to fulfill such Product purchases in pursuance of the preservation of Booking myTravel' reputation and goodwill (in which case (i) Partner will not be owed, and Booking myTravel is not obligated to pay any fees for such Product, (ii) any amounts already paid for such Product will be promptly refunded by Partner to Booking myTravel; and (iii) Partner shall pay to Booking myTravel on demand a sum equivalent to the difference between the alternate Partner's retail rate and Partner's Net Rate (if the former is higher) in respect of such Product.
Publicity; Trademarks - Partner grants to Booking myTravel the right to, and the right to authorize its Distribution Channels to, use and display Partner's and its Products' names, logos, marks and trademarks and to display any third party names, logos, marks and trademarks used by Partner with respect to the Products (collectively, all of the foregoing the 'Marks'), in each case for the purposes of advertising the availability of the Products and marketing and promoting the Products through the Distribution Channels. Further, Booking myTravel may issue a press release, advertisement or public statement that references Partner, the relationship of the parties, and the Partner's Products without Partner's prior written consent if such press release, advertisement or public statement includes Partner in a list of other companies that have similar relationships with Booking myTravel. Partner represents and warrants that it has all rights and licenses required to grant Booking myTravel the rights granted in this Section 9. Except as expressly permitted by the foregoing, neither party will issue a press release, advertisement or public statement concerning this Agreement, the contents of this Agreement or the relationship of the parties without the prior written consent of the other party.
Confidentiality; Privacy - Any information disclosed by or on behalf of one party to the other party during the term of this Agreement that is identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, including, without limitation, all information pertaining to Net Rates, commissions and margins, the amount of Partner Remittances, Distribution Channels, Booking myTravel Technology, and the terms of this Agreement, are 'Confidential Information.' The party receiving Confidential Information of the disclosing party will maintain safeguards against its destruction, loss, alteration or disclosure, which safeguards shall be consistent with industry best practices and no less rigorous than the protections afforded by the receiving party to its own proprietary information and will not, during or after the term of this Agreement, (a) use any such Confidential Information for any purpose other than to perform the receiving party's obligations or exercise the receiving party's rights under this Agreement and (b) disclose any such Confidential Information to any third party, other than disclosures made by Booking myTravel to its Distribution Channels pursuant to the activities contemplated in this Agreement. Notwithstanding the foregoing, the obligations of this Section do not apply to information which is: (i) generally available to the public, without any obligation of confidentiality, other than by a breach of this Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) independently developed by the receiving party without reference to or reliance on the other party's Confidential Information; or (iv) generally made available to third parties by the disclosing party without restriction on disclosure. Upon termination of this Agreement, or upon the disclosing party's earlier request, the receiving party will return all of the disclosing party's Confidential Information in the receiving party's possession or under the receiving party's control and will cease all use of such Confidential Information. Partner will adhere to all applicable laws and Booking myTravel' current Privacy Policy (available at the following link: https://Booking myTravel?privacy , as such may be updated from time to time) with respect to Partner's use and disclosure of Customer Information provided to Partner by Booking myTravel or otherwise collected, obtained or received by Partner in exercising its rights or fulfilling its obligations under this Agreement. Partner will use such Customer Information only for purposes of providing to the applicable Customer the Products booked by such Customer. For all Customer Information (including without limitation Customer Information provided to Partner by Booking myTravel) in Partner's possession or under Partner's control, Partner will (a) adopt and adhere to a Privacy Policy consistent with applicable laws, rules, regulations and guidelines and Booking myTravel' Privacy Policy; (b) employ reasonable, industry standard physical, technical and administrative measures to protect the Customer Information, including without limitation storing the Customer Information in secured environments that are not accessible to the general public and having security measures in place at Partner's facilities to protect against the loss, misuse, corruption, unauthorized disclosure, or alteration of the information by Partner's employees or third parties; and (c) shall ensure that any collection, use and disclosure of Customer Information obtained by Partner pursuant to the Agreement complies with all applicable laws, regulations and privacy policies. Partner agrees not to send any unsolicited, commercial email or other online communication (e.g., "spam") to Customers. For purposes of this Agreement, 'Customer Information' means name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information and any other non-public, identifying information available to Partner as a result of Partner's relationship with Booking myTravel and any purchase of Partner's Products by consumers through the Distribution Channels.
Mutual Representations And Warranties; Disclaimer Of Warranties - Each party represents and warrants to the other party that (a) the representing and warranting party has the full power and authority to enter into this Agreement and to perform its obligations hereunder and (b) the execution, delivery and performance of this Agreement does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT TO THE EXTENT AS MAY BE SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES, Booking myTravel PROVIDES THE DISTRIBUTION CHANNELS AND ANY OTHER SERVICES, TECHNOLOGY AND MATERIALS UNDER THIS AGREEMENT 'AS IS' AND Booking myTravel EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY OF THE FOREGOING OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Limitation Of Liability - TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Booking myTravel's LIABILITY TO Partner FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE NET RATE PAID BY Booking myTravel TO Partner IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO Partner'S BREACH OF SECTIONS 7 (Partner Content and Materials), 8 (Partner Conduct; No Subcontractors), 10 (Confidentiality; Privacy) OR Partner'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 (Indemnification). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.
Indemnification - Partner will indemnify and hold harmless, and at Booking myTravel's request defend, Booking myTravel (including without limitation all companies in the Booking myTravel group and Booking myTravel's affiliates and channel partners) and any of their respective directors, officers, employees, agents, Partners, licensors, vendors, distributors and service providers (each a 'Booking myTravel Indemnified Party') from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys' fees and court costs) incurred or suffered by a Booking myTravel Indemnified Party in connection with any third party claim, suit, demand, action, or investigation brought against a Booking myTravel Indemnified Party directly or indirectly arising out of or relating to (a) Partner's activities, operations, products or services, including without limitation in connection with providing Products to Customers, (b) the Products, Partner Content or the Marks, (c) Partner's breach (or a claim that, if true, would be a breach) of this Agreement, including without limitation any and all of Partner's representations and warranties in this Agreement and any breach of the confidentiality or privacy provisions in Section 10 or Partner's breach of its Privacy Policy required pursuant to Section 10, or (d) Taxes arising out of the sale of the Products via the Distribution Channels. Booking myTravel will (i) provide prompt written notice to Partner of any claim giving rise to the indemnification obligation, and (ii) if requesting defense by Partner, provide reasonable cooperation and assistance with respect to the claim (at Partner's request and expense) and permit Partner to assume sole control over the defense and settlement of the claim (provided, however, that Booking myTravel shall have the right to approve counsel selected by Partner, such approval not to be unreasonably withheld or delayed) and, if Partner fails to promptly assume the defense and settlement of the claim after Booking myTravel' request, Booking myTravel may do so at Partner's sole cost and expense. Neither party will compromise or settle the claim without the other party's prior written consent, which will not be unreasonably withheld or delayed.
Force Majeure - If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control (each a 'Force Majeure Event'), such party will be excused from performance of any such duty or obligation for the period during which such condition exists.
Changes To The Agreement - Booking myTravel reserves the right to update or otherwise make changes to this Agreement (including to any Attachment or document referenced herein) from time to time on at least thirty (30) days' notice ('Notice Period'), which notice Booking myTravel will provide to Partner by any reasonable means (including via email, via the Booking myTravel Technology, in connection with requesting Product rate information from Partner, or other electronic or other interactions with Partner) . If Partner objects to the revised version of this Agreement (or any Attachment or document), Partner will within the Notice Period notify Booking myTravel of Partner's objection. If Partner so notifies Booking myTravel, the revised version will not apply to Partner and the parties will negotiate in good faith to resolve Partner's objection within sixty (60) days after Booking myTravel first provided notice of the revised terms. If the parties do not reach agreement within such, sixty (60) day period, at Booking myTravel' option in Booking myTravel' sole discretion, this Agreement will continue in accordance with its terms in effect prior to such notice or may be terminated by Booking myTravel. If Partner does not notify Booking myTravel of Partner's objection during the Notice Period, Partner's continued access to and/or use of Booking myTravel Technology and other products, services and materials provided by Booking myTravel to Partner under this Agreement after the effective date of such revised version of this Agreement will be deemed Partner's acceptance of such revised version; however, changes to this Agreement will not apply to any dispute between the parties based on a claim filed before the effective date of the changes. 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.
Dispute Resolution - Any controversy, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder, will be settled exclusively in accordance with this Section, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. Each party will nominate a representative to negotiate in good faith to promptly resolve the controversy, claim or dispute for a period of up to fourteen (14) days following notification of the controversy, claim or dispute. In the event the controversy, claim or dispute has not been settled between the nominated representatives then, unless Booking myTravel designates an alternative method of dispute resolution that the parties shall follow (which it may do in its sole discretion), the parties will submit to final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and, in such circumstances, the parties each waive the right to trial by a jury. Partner agrees that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and Partner is agreeing to give up the ability to participate in a class action. Any arbitration will be conducted in accordance with the currently prevailing commercial arbitration rules of [SiteName]n Law. The parties agree to abide by any decision and award rendered in the proceedings. The decision and award will be final and conclusive and may be entered in any court having jurisdiction thereof. The English language version of this Agreement shall govern and all proceedings conducted shall be conducted in English. The arbitrator's decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Anti-Corruption - It is the intent of the parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Partner shall comply with all international anti-corruption laws with respect to Partner's performance of any of its activities under this Agreement: No portion of any fees paid or payable by Booking myTravel to Partner will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity other than Partner. Partner has not, and will not at any time, directly or indirectly, pay, offer, authorize or promise to pay, offer, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government, department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, department, agency or instrumentality thereof; (iii) any political party, political committee, or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party, political committee, or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of those monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party, political committee, or officer or employee thereof, or candidate for political office. At Booking myTravel's request, Partner shall provide a certification to Booking myTravel that Partner is in compliance with the foregoing.
General - This Agreement, including Booking myTravel's Partner Privacy Policy, and the Attachments, contains the entire understanding of the parties relating to the subject matter contained in this Agreement and supersedes all prior and contemporaneous agreements, arrangements and understandings between the parties. Any offer by Booking myTravel and any acceptance of such an offer by Partner is limited to the terms in this Agreement only, Booking myTravel objects to any additional or different terms, and Booking myTravel's acceptance of any offer is expressly made conditional on assent to the terms of this Agreement. This Agreement will be governed by the laws of [SiteName] without regard to its conflicts of law provisions, and by entering into this Agreement, Partner waives any claims that may arise under the laws of other countries or territories. The UN Convention on the International Sale of Goods shall not apply to this Agreement and is expressly disclaimed. In connection with Booking myTravel's performance of its obligations and exercise of its rights hereunder, Booking myTravel may have such obligations performed and such rights exercised on its behalf by the Booking myTravel group and any of Booking myTravel's affiliates and their respective agents, contractors, distributors, and service providers. The waiver or failure to require the performance of any provision herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing. Booking myTravel may assign or otherwise transfer this Agreement in whole or in part. Partner may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Booking myTravel's prior written consent and, for purposes hereof, a merger or change of control in which 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. Except as explicitly set forth in this Agreement, this Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, and except for the sale of Partner's Products by Booking myTravel as described herein, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the parties' intent. Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Sections 8 (Partner Conduct), 10 (Confidentiality; Privacy), 11 (Mutual Representations and Warranties; Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 16 (Dispute Resolution) and this Section 18 (General) shall survive any termination or expiration of this Agreement.