This Bókun App Store Partner Agreement (“Agreement”) is between you, as Partner, and Tripadvisor LLC dba Bókun.

Any reference to the Agreement includes any and all terms and documents incorporated by reference.

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

“Application” or “App” is defined in the Bókun API Terms.

“Bókun API” is defined in the Bókun API Terms. “Bókun API Terms” means the Bókun API License and Terms of Use available at, and are incorporated into this Agreement by reference.

“Bókun App Store” is an app store hosted by Bókun where Vendors can view and install Apps for use within their Bókun account, and is available through:

“Bókun Partner Program” means the program through which Bókun makes certain resources, products, services and connections available to Partner.

“Bókun Service” means Bókun’s online booking services, marketplace, channel management, and any associated websites, products, services and Applications offered by Bókun.

“Bókun Trademarks” means the trademarks, logos, service marks and trade names of Bókun, whether registered or unregistered, including but not limited to the word mark BÓKUN.

“Customer” means any individual that uses a Vendor’s services.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information and payment information.

“Partner” or “you” means an individual or entity that has agreed to the terms of this Agreement.

“Partner Account” means an online account held by a Partner and governed by the terms of this Agreement.

“Partner Dashboard” means the internal administrative page available at: that allows Partners to manage their Partner Account.

“Partner Privacy Policy” has the meaning set forth in Section 6.3.3.

“Partner System” has the meaning set forth in Section 9.5.

“Payment Period” has the meaning as set out in Section 3.2.2.

“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, including but not limited to a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.

“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

“User” or “Vendor” means an individual or business that uses the Bókun Service to promote and/or sell travel and touristic services.

“Vendor/Partner Agreement” means the agreement entered into between a Partner and a Vendor governing the Vendor’s use of the Partner’s services, including, if applicable, the installation and use of an Application.

“Vendor Data” means information (including Personal Information) relating to a Vendor, including but not limited to business, financial and product information and any Customer Data.

“Vendor Site” means a Vendor’s website or other medium or channel on which a Customer may transact with such Vendor through use of the Bókun Service.

“Website” means any website that is owned, operated and/or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.

2. Partner Responsibilities

2.1 General Terms
2.1.1 If you are an individual, you must be at least 18 years old, and legally able to carry out your business in your jurisdiction. You confirm that you will participate in the Bókun Partner Program solely for the purposes of carrying on a business activity and not for any personal, household or family purpose.

2.1.2 To become a Partner, you must create a Partner Account by providing all information indicated as required, which may include the completion of required tax documentation. Bókun may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Bókun will use the email address provided by Partner as the primary method for communication. Partner is solely responsible for keeping its Partner Account log-in credentials secure. Bókun cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of your Partner Account and log-in credentials.

2.1.3 If you sign up for a Partner Account on behalf of a corporate entity, such entity will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.

2.1.4 Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.

2.1.5 Partner acknowledges and agrees that Bókun may amend this Agreement at any time by posting the relevant amended and restated Agreement on Bókun’s website, available at and such amendments to the Agreement are effective as of the date of posting. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Bókun Partner Program.

2.1.6 Partner acknowledges and agrees that Partner’s participation in the Bókun Partner Program, including information transmitted to or stored by Bókun, is governed by the Bókun Privacy Policy found at

2.2 Compliance
In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.3 App Requirements
2.3.1 All Applications are subject to approval and acceptance by Bókun, and Bókun retains the right to take any action it deems necessary in respect of an Application at any time for any reason.

2.3.2 Partner must follow all Bókun’s guidelines set out here:, together with any other documentation, requirements and policies it may publish from time to time.

2.3.3 If you intend to charge for use or installation of your Application (including as a recurring subscription charge and as a one-off fee), you agree that all such payments will be made to Bókun directly, and will be distributed in accordance with Section 3.

2.4 Access to the Bókun API
Partner’s access to and use of the Bókun API is governed by the Bókun API Terms ( Partner shall comply at all times with the Bókun API Terms.

2.5 Prohibited Activities
Without limiting the restrictions set forth elsewhere in this Agreement or in the Bókun API Terms, Partner shall not at any time:

2.5.1 create multiple Applications for the Bókun App Store that offer substantially the same services;

2.5.2 include code in any Application which performs any operations not related to the services provided by the Application, whether or not Partner has obtained the applicable Vendor’s consent to do so, and whether or not the Application obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer; or

2.5.3 develop or distribute the Application in any way in connection with any criminal, fraudulent, or other unlawful activity.

2.6 Marketing Activities
2.6.1 Partner will bear all costs and expenses related to Partner’s marketing or promotion of Partner’s Applications, Websites, or Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”).

2.6.2 In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Vendor’s consent first, Partner will not email or otherwise contact any Vendor whose contact details they have received via Bókun.

2.6.3 Without limiting the generality of Section 2.6.2, Partner shall (i) not send any e-mail that bears any reference to Bókun to any individual or entity that has not given permission to receive such communication; (ii) always include Partner’s contact information and information about how to unsubscribe from any further communications in any email that bears any reference to Bókun and/or the Bókun Service; and (iii) not imply that any such e-mails are being sent by or on behalf of Bókun.

2.6.4 Partner shall not at any time (i) engage in any offline marketing methods in connection with Bókun, including but not limited to fax, broadcast or telemarketing; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Bókun; (iii) make any false, misleading or disparaging representations or statements with respect to Bókun; (iv) solicit, encourage or induce any Vendor to stop using the Bókun Service; (v) copy, resemble or mirror the look and feel of any Bókun’s website, Bókun Trademarks or Bókun Service, or otherwise misrepresent Partner’s affiliation with Bókun; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Bókun, including but not limited to, sending e-mail communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Bókun or to Partner’s services, (b) promotes sexually explicit materials, violence, discrimination, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.

3. Fees and Payments

3.1 Revenue Sharing
3.1.1 Subject to Partner’s compliance with this Agreement, and the revenue-sharing arrangement described in Section 3.1.2 (the “Revenue-sharing Plan”), Partner will be entitled to receive certain fees from Bókun (the “Fees”).

3.1.2 Partner agrees to a revenue sharing plan that allocates revenue between Bókun and the Partner for an Application. Unless otherwise indicated in this Agreement or agreed to by Bókun in writing, Partner is entitled to eighty percent (80%) of the total revenues from the sale of, subscription to or charges relating to the Application, with Bókun being entitled to the remaining twenty percent (20%).

3.2 Payments

3.2.1 Fees due to Partner under the Revenue-sharing Plan will be calculated by Bókun upon receipt of payment from the Vendor for the applicable App. Fees for Apps with recurring billing will be calculated by Bókun upon receipt of payment for each month that the App is installed for the Vendor. All Fees shall be paid in full without any deductions except where Bókun is required by law to deduct withholding tax from sums payable to Partner and remit to the local tax authorities. Bókun shall promptly provide to Partner any proof of such remittances to the local tax authorities, including receipts issued from the appropriate tax regulatory authority or any other relevant documentation evidencing payment of any amounts deducted pursuant to this Section. Partner shall be liable for any and all fees and charges that may be incurred in connection with Partner’s receipt of the Fees.

3.2.2 Bókun shall distribute Fees owing to Partner once per calendar month (the “Payment Period”). Where the Fees owing to Partner are greater than USD $50 (or equivalent) at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $50 at the end of any Payment Period, Bókun will be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $50 or more.

3.2.3 Partner is responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partner’s dealings with any Vendor. If Taxes are not collected by Bókun in respect of a Partner transaction with a Vendor facilitated by Bókun, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.

3.2.4 After the end of each Payment Period, Bókun shall make available to Partner a statement (“Statement”) providing information that includes the number of Apps installed over the previous Payment Period, and the total sums collected from Vendors by Bókun in respect of such installations. The Statement shall specify the sum that Partner is entitled to invoice Bókun in relation to such Payment Period (the “Invoiceable Sum”). If Partner disputes the Invoiceable Sum specified in a Statement, Partner must notify Bókun immediately upon Bókun’s provision of the applicable Statement, and within a maximum of fourteen (14) days, after which time Partner shall be deemed to have accepted the contents of the Statement in full.

3.2.5 Partner shall invoice Bókun the Invoiceable Sum upon provision of the Statement by uploading such invoice to the Partner Dashboard. Partner’s invoice must be made out to Tripadvisor LLC dba Bókun, with the address stated as 400 1st Avenue, Needham, MA 02494, USA, and must be for exactly the Invoiceable Sum. Any invoice not meeting all of these requirements shall be rejected. Partner must upload its valid invoice within fourteen (14) days of provision of the Statement. Bókun shall pay the Invoiceable Sum to Partner within thirty (30) days of its receipt of the corresponding valid invoice.

3.2.6 Notwithstanding anything to the contrary in this Agreement, Bókun will not be responsible to pay any Fees:

related to fraudulent sales; or
related to any payments that have been subject to chargebacks or other types of payment reversal.

3.2.7 If any Fees paid by Bókun are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.2.6, or to have been paid in error, Bókun will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section 3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Bókun, Partner will pay to Bókun the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

3.2.8 Bókun reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email or in the Partner Dashboard. In the event of any disputes over Fees, Bókun’s determination will be final and binding.

4. Termination

4.1 Termination
4.1.1 Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice (by e-mail) to the other Party.

4.1.2 If Bókun determines (in its sole discretion) that Partner has behaved in a fraudulent or otherwise unacceptable manner, Bókun may take any one or more of the following actions: (a) termination of Partner’s affiliation with Vendors within the Partner Account; (b) suspension of some or all Partner benefits under the Partner Program; and (c) termination of the Partner Account and this Agreement entirely without notice to, or recourse for, Partner.

4.1.3 Bókun reserves the right to cancel or modify this Agreement in its entirety, including the Fees, at any time.

4.2 Effects of Termination
4.2.1 Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy, all property of the other Party in its possession or control (including all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any Bókun Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, Bókun API, or to receive any payments of Fees under this Agreement, unless otherwise determined by Bókun in its sole discretion.

4.2.2 This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 5.3 (Bókun’s Proprietary Rights), Section 6 (Confidentiality and Data), Section 7 (Disclaimers), Section 8 (Liability and Indemnification), and Section 9 (General Provisions).

4.2.3 In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

5. Intellectual Property Rights

5.1 Bókun Trademarks
During the term of this Agreement, Bókun hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Bókun Trademarks in the promotion of its App for the sole purpose of Partner informing Vendors that the App is compatible with the Bókun Service. Partner agrees that any use of any Bókun Trademarks shall be in strict compliance with the Bókun Trademark Usage Guidelines. Partner acknowledges and agrees that: (a) it will use Bókun’s Trademarks only as permitted under this Agreement; (b) it will use the Bókun Trademarks in a lawful manner and in strict compliance with all formats, guidelines, standards and other requirements notified by Bókun in writing from time to time, including but not limited to the Bókun Trademark Usage Guidelines; (c) the Bókun Trademarks are and will remain the sole property of Bókun; (d) nothing in this Agreement will transfer to Partner any right of ownership in the Bókun Trademarks and all use thereof by Partner will inure to the benefit of Bókun; (e) Partner will not, now or in the future, apply for or contest the validity of any Bókun Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark identical or confusingly similar to any Bókun Trademarks.

5.2 Restrictions on Use
Notwithstanding Section 5.1, Partner shall not:

5.2.1 use the Bókun Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name, products or services (including without limitation, in the name or design of any Application), unless granted express written permission by Bókun in advance of each use; or

5.2.2 purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, e-mail addresses or domain names that use the Bókun Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Bókun Trademarks.

5.3 Bókun’s Proprietary Rights
As between Partner and Bókun, the Bókun Trademarks, all information relating to Vendors, prospective Partners and existing Partners, the Bókun Service, the Bókun API, Vendor Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Bókun or otherwise related to the Bókun Service, Bókun Partner Program, Bókun, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Bókun Property”) will be and remain the sole and exclusive property of Bókun. To the extent, if any, that ownership of any Bókun Property does not automatically vest in Bókun by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Bókun, upon the creation thereof, all rights, title and interest Partner may have in and to such Bókun Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

6. Confidentiality and Data

6.1 Confidentiality and Non-disclosure
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 a Party’s business, technical processes and formulas, software, customer and prospective customer lists, product designs, sales, costs, unpublished price lists and other financial information, business plans, and marketing data, constitute “Confidential Information.” The Bókun APIs and the API Credentials (as defined in the Bókun API Terms) are Bókun’s 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 Bókun pursuant to the activities contemplated in this Agreement. Notwithstanding the foregoing, the obligations of this Section 6 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, or destroy and certify as such, 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.

6.2 Feedback
If Partner provides any feedback (including identifying potential errors and improvements) to Bókun concerning the Bókun Partner Program, the Bókun API, or any aspects of the Bókun Service (“Feedback”), Partner hereby assigns to Bókun all right, title, and interest in and to the Feedback, and Bókun is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Bókun Partner Program, Bókun API, the Bókun Service and to create other products and services. Bókun will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

6.3 Data

6.3.1 You may only access a Vendor Site or any Vendor Data if the applicable Vendor grants you access.

6.3.2 You must have in place and will present the Vendor with a Vendor/Partner Agreement that contains provisions at least as protective of Bókun as those in this Agreement and the Bókun API Terms. You must inform Vendors in the Vendor/Partner Agreement that: (i) you are solely responsible for your Application; (ii) Bókun is not liable for any fault in the Application or any harm that may result from its installation or use; (iii) except where expressly stated by Bókun, Bókun cannot provide assistance with the installation or use of the Application; and (iv) you are solely responsible for any liability which may arise from a Vendor’s access to or use of the Application, including: (A) the development, use, marketing or distribution of or access to the Application (including support of the Application); or (B) your access, use, distribution or storage of Vendor Data.

6.3.3 You must have in place and will present the Vendor with a privacy policy that complies with all applicable privacy laws and provides adequate notice and obtains prior consent as required for the collection, use and storage of the Vendor Data, and any Personal Information the Application will access once installed (“Partner Privacy Policy”). Without limiting the foregoing, your Vendor/Partner Agreement and Partner Privacy Policy will describe in reasonable detail (i) the services to be provided through your Application, (ii) the Vendor Data that will be accessed by your Application in order to provide such services, (iii) how the Vendor Data will be used and transferred to third parties, if applicable, and (iv) your contact information.

6.3.4 If you access Vendor Data, you will (and will ensure that your employees, agents and service providers will):

not use, access, store, or make copies of the Vendor Data or any other data relating to a Vendor, Vendor Site or Customers that you receive via your Application or the Bókun API except as necessary to provide the Application services to the Vendor to whom the Vendor Data relates and as described in the applicable Vendor/Partner Agreement or Partner Privacy Policy, and only within the limits and for the purposes as specified by the Vendor;

not share, sell, disclose or otherwise provide such information to any third party, except as provided for in the Bókun API Terms or this Agreement;

except where prohibited or varied by applicable law, promptly delete all originals, copies and reproductions of the Vendor Data when (i) the Vendor uninstalls the Application, (ii) it is no longer required to provide the services of your Application to the Vendor to whom the Vendor Data relates, or (iii) you receive an enforceable request to delete data from a Vendor, a Customer or Bókun;

provide the Vendor (or where required by applicable law, the Customer) with access to a copy of any Personal Information that you have that relates to such Vendor or Customer from whom you receive the request, and provide them with an opportunity to correct this information;

not use information from Vendors or Customers for competitive benchmarking;

not communicate with Customers directly or indirectly, provided however that you may contact Customers if the information is lawfully obtained from another source, or if you have obtained consent to do so in the Partner/Vendor Agreement;

ensure that you have obtained effective consent from the applicable individual, to the extent such consent is legally required, before you provide Bókun with information that you independently collected from such individual;

not directly or indirectly transfer any data you receive from Bókun (including anonymous, aggregate or derived data) to any third party or any other Application you may own, except as necessary to provide your Application’s services or if expressly authorized by the Vendor;

not put Vendor Data or any other data you receive from Bókun in a search engine or directory, or include web search functionality on Bókun, except as necessary to provide your Application’s services;

promptly notify Bókun of any actual or suspected breach or compromise of Vendor Data (a “Data Breach”) within twenty-four (24) hours of becoming aware of such occurrence. Upon learning of the Data Breach, at your own cost, you will: (i) promptly remedy the Data Breach to prevent any further loss of Vendor Data; (ii) investigate the incident; (iii) take reasonable actions to mitigate any future anticipated harm to Bókun, Vendors or Customers; and (iv) promptly respond to all questions from Bókun relating to the Data Breach, regularly communicate the progress of your investigation to Bókun and cooperate to provide Bókun with any additional requested information in a timely manner.

7. Disclaimers

The Bókun Partner Program, the Bókun Service, the Bókun Trademarks, and the Bókun API are provided “as-is”. Bókun makes no warranties under this Agreement, and Bókun expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Bókun further disclaims all representations and warranties, express or implied, that the Bókun Service, the Bókun Trademarks, or the Bókun API satisfy all of Partner’s or Vendor’s requirements and or will be uninterrupted, error-free or free from harmful components.

8. Liability and Indemnification

8.1 Limitation of Liability
8.1.1 Bókun will have no liability with respect to the Bókun Partner Program, the Bókun Service, the Bókun API, the Bókun Trademarks, or Bókun’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Bókun Service, the Bókun API, the Bókun Trademarks, or Partner’s participation or inability to participate in the Bókun Partner Program, even if Bókun has been advised of the possibility of such damages. In any event, Bókun’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Bókun during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

8.1.2 The relationship between a Vendor and a Partner is strictly between the Vendor and Partner, and Bókun has no obligation to intervene in any dispute arising between the Vendor and Partner. Under no circumstances will Bókun be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or any other damages or loss whatsoever, that result from or relate to Partner’s relationship with any Vendor. These limitations will apply even if Bókun has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2 Partner Indemnification
Partner agrees to indemnify, defend and hold harmless Bókun, its affiliates, and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Bókun granted by Partner to any Vendor, prospective Partner or other third party; (d) Partner’s use of the Bókun API; (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Vendor/Partner Agreement; (f) any third party claim that Partner’s products or services (including any of Partner’s Apps) infringe the intellectual property or other rights of a third party; (g) Partner’s Taxes, including any audits or penalties related thereto, (h) the performance, non-performance or improper performance of the Partner’s products or services (including any of Partner’s Apps); and (i) Partner’s relationship with any Vendor.

8.3 Indemnification Process
In making a claim pursuant to any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided hereunder. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4 Remedies
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 or 6, in addition to all other rights and remedies available to Bókun under this Agreement and under applicable law, Bókun will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or providing any security, (b) immediately terminate this Agreement and Partner’s access to the Bókun Partner Program, (c) receive a prompt refund of all sums paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Bókun in connection with such violation, in accordance with the provisions of this Section 8.

9. General provisions

9.1 Force Majeure
Bókun shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9.2 Relationship between the Parties
The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Vendors and Partner, or as otherwise expressly stated in this Agreement, Bókun is not an agent, representative or related entity of the Partner. Neither Bókun nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where Partner expressly authorizes Bókun to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Bókun to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Vendor and Partner. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

9.3 Beta Services
From time to time, Bókun may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Vendors (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Bókun will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated discussions and materials relating thereto will be considered Confidential Information of Bókun and subject to the confidentiality provisions of this Agreement. Bókun makes no representations or warranties that the Beta Services will function. Bókun may discontinue the Beta Services at any time in its sole discretion without notice. Bókun will have no liability for any harm or damage arising out of or in connection with a Beta Service.

9.4 Subcontractors and Service Providers
Partner may work with subcontractors and/or service providers as necessary to facilitate Partner’s performance of this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its subcontractors and service providers’ acts or omissions in connection with this Agreement, and any act or omission by Partner’s subcontractor or service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.5 Industry Standards
Partner agrees that its networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) shall at all times be properly configured to Internet industry standards so as to securely operate Apps, as applicable. Partner shall diligently correct any security deficiency and shall disconnect immediately any known or suspected intrusions.

9.6 Notice
Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if delivered personally, or by email to Partner’s email address listed in Partner’s Partner Account, and to

9.7 Entire Agreement
This Agreement, including all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement).

9.8 Assignment and other Dealings
9.8.1 Bókun may at any time assign, subcontract, delegate or deal in any other manner with any or all its rights and obligations under this Agreement.

9.8.2 Partner shall not assign, transfer, delegate or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Bókun, to be given or withheld in Bókun’s sole discretion.

9.9 Governing Law and Jurisdiction
9.9.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Commonwealth of Massachusetts, USA. Subject to Section 9.9.2, each Party hereby consents to the exclusive jurisdiction and venue of courts in Massachusetts, USA and stipulates to the fairness and convenience of proceedings in such courts for all disputes, both contractual and non-contractual, arising out of or relating to the use of the Services. All claims against TripAdvisor LLC arising from or relating to the Services must be heard and resolved in a court of competent subject matter jurisdiction located in the Commonwealth of Massachusetts. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of the terms of this Agreement.

9.9.2 Nothing in this Section 9.9 shall limit the right of TripAdvisor LLC to take proceedings against you in any other court, or courts, of competent jurisdiction. The foregoing shall not apply to the extent that applicable law in your country of residence requires application of another law and/or jurisdiction.