羞羞视频

1.1 These Master Terms and Conditions shall apply to all Agreements concluded between 羞羞视频 and Partner or to whoever is using services provided by 羞羞视频 and/or has access to 羞羞视频 Platform.

1.2 These Master Terms and Conditions are published on the 羞羞视频 website and form an integral part of the Agreement.

1.3 This version of the Master Terms and Conditions is valid and effective from the effective date as stated above and completely replaces any prior versions of Master Terms and Conditions.

2.1 In these Master Terms and Conditions, unless the context requires otherwise, the capitalised words and expressions shall have the meanings defined in Schedule 1 - Definitions.

2.2 The headings and structure of these Master Terms and Conditions, as well as any examples provided under certain clauses, if any, shall not affect their interpretation.

3.1 羞羞视频 Services
Subject to these Master Terms and Conditions, 羞羞视频 shall make the 羞羞视频 Platform available to the Partner and provide the Partner with other 羞羞视频 Services as specified in the Agreement and subject to Clause 3 hereof within the Territory. Partner shall pay 羞羞视频 the Fees set forth in the Agreement in accordance with Clause 5 of these Master Terms and Conditions.

3.2 Authorisation
Unless otherwise specified in the Agreement, the Partner hereby appoints 羞羞视频 as limited agent with respect to booking accommodation and other Partner Services provided by Partner to Customers, subject to limitations as stipulated herein. 羞羞视频 shall enable publishing Listing of the Partner via 羞羞视频 Platform, Partner鈥檚 offer of accommodation, and other Partner Services.

3.3 Availability
羞羞视频 Services shall be made available by 羞羞视频 subject to any unavailability caused by circumstances beyond 羞羞视频鈥� reasonable control, including any force majeure events, any computer, communications, internet service, or hosting facility failures, delays involving hardware, software, power, or other systems not within 羞羞视频鈥� possession or reasonable control, or denial of service attacks. 羞羞视频 Services may be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades, or relocation.

3.4 Service Level Agreement
The Service Level Agreement available at /en/service-level-agreement applies to the Agreement.

3.5 羞羞视频 Account
As part of the registration process, the Partner shall identify username(s) and email contact(s) for the 羞羞视频 Account and subsequently shall set up password(s).

3.6 Unauthorized Access
The Partner is obliged to keep its access details confidential and secure. 羞羞视频 shall not be liable for any damage caused by misuse or unauthorised disclosure of access details or unauthorised access to the 羞羞视频 Account by any third party.

3.7 Equipment
The Partner shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use 羞羞视频 Services including but not limited to modems, hardware, servers, software, operating systems, and networking and web servers (鈥�Equipment鈥�). The Partner shall be responsible for maintaining the security of the Equipment and for any use of the Equipment.

3.8 Subcontractors
羞羞视频 may also use subcontractors to provide certain parts of 羞羞视频 Services. 羞羞视频 shall be liable for the acts and omissions of its subcontractors to the same extent 羞羞视频 would be liable if performing the services of each subcontractor directly under the terms of the Agreement except as otherwise set forth in the Agreement.

3.9 Changes to 羞羞视频 Services
Without limiting any other terms herein, as a part of on-going development of 羞羞视频 Services, 羞羞视频 reserves the right in its sole discretion to add, change, discontinue or otherwise modify any elements and features to the 羞羞视频 Services specified in the Agreement, including changes to 羞羞视频 Platform. If any change materially degrades the provided 羞羞视频 Services (e.g. if a material feature is removed from the applicable 羞羞视频 Services package provided to the Partner), 羞羞视频 will notify the Partner and Clause 14.8 hereof will apply.

3.10 羞羞视频 Add-ons
The Partner may purchase 羞羞视频 Add-ons through 羞羞视频 Marketplace or by other means as offered by 羞羞视频 subject to the Fees for 羞羞视频 Add-ons as set forth by 羞羞视频. Unless otherwise specified by 羞羞视频, the Fees for 羞羞视频 Add-ons are payable on monthly basis. 羞羞视频 may remove any 羞羞视频 Add-ons and/or update any 羞羞视频 Add-ons at any time and at its sole discretion.

3.11 Trial period for 羞羞视频 Add-ons
Some 羞羞视频 Add-ons may be offered free of charge for a trial period as specified for the given 羞羞视频 Add-ons. Within the trial period, the Partner is entitled to cancel its purchase of given 羞羞视频 Add-on any time but no later than before the expiration of the respective trial period, whereas such cancelation can be carried out via the respective feature of 羞羞视频 Platform. Upon expiration of trial period, the Partner is obliged to pay the Fees for 羞羞视频 Add-ons.

4.1 Listing
Partner is in full control and is therefore fully responsible for the uploaded availability of accommodation or other Partner Services and upload of up-to-date versions of terms and conditions governing Partner Services to 羞羞视频 Platform. Accordingly, Partner represents and warrants that the uploaded available Partner Services and any Partner content made available through 羞羞视频 Platform (i) will not breach any agreements made by the Partner with any third party, (ii) will be in compliance with all applicable Legislation, and (iii) do not conflict with the rights of any third parties. 羞羞视频 is entitled, at any time, without any prior notice, and at its sole discretion, to remove or disable access to any available Listing and any Partner content uploaded to 羞羞视频 Platform if it considers it to be objectionable for any reason, especially if it breaches applicable laws and regulations.

4.2 Confirmation
Upon Customer鈥檚 request for reservation of the Partner Services via 羞羞视频 Platform, 羞羞视频 is entitled to confirm such reservation to the Customers on behalf of Partner provided the requested Partner Services are available and all specified requirements of relevant Partner鈥檚 Listing have been fulfilled by Customer鈥檚 reservation. 羞羞视频 shall provide the details of the Customer and Customer鈥檚 request to the Partner. The Partner shall not charge the Customer a higher price for requested Partner Services than the price specified in the reservation request.

4.3 Delivery
Partner is solely responsible for serving any bookings or other Partner Services confirmed via 羞羞视频 Platform. 羞羞视频 shall not bear any responsibility or liability in this connection. The Partner undertakes to indemnify and hold harmless 羞羞视频 from any claims or liability whatsoever which may arise from, or in connection with, the provision of accommodation and any other Partner Services.

4.4 Cancellation by the Partner
If, for whatever reason, the Partner cancels any Partner Services order which is confirmed, the Partner shall without any undue delay repay any and all amounts already collected by the Partner for such ordered Partner Services to the respective Customer. The Partner will fully indemnify, defend, and hold harmless 羞羞视频 against any claims and all damages related to cancellation by the Partner under this Clause.

4.5 Cancellation by the Customer
Cancellation by the Customer is governed by the service terms of the particular Partner.

5.1 Fees
The Partner shall pay to 羞羞视频 all Fees specified in the Agreement. Unless otherwise specified in the Agreement, Platform Fees shall be paid as of the Starting Date in advance. Changes to the scope of 羞羞视频 Services made through the 羞羞视频 Platform may affect the amount of Platform fees payable hereunder. Payment obligations are non-cancellable and non-transferrable and paid Fees are non-refundable.

5.2 Payment terms
All Fees shall be paid as specified in the Agreement. The Partner agrees payment of any Fees be taken from the Sub-Merchant Account. If specifically agreed in the Agreement, 羞羞视频 (or its Payment Services Provider and/or Member if applicable) shall be authorised to withdraw the respective funds from a payment instrument saved and pre-authorized in the 羞羞视频 Account. All amounts under the Agreement are payable in currency stipulated in the Agreement. The Partner agrees that 羞羞视频 may issue invoices electronically or otherwise. If the Platform Fees are payable on annual billing cycle, 羞羞视频 shall issue a proforma invoice for prepayment of the Platform Fees based on the Initial Unit Quantities specified in the Agreement. 羞羞视频 will issue log-in details to the production environment of the 羞羞视频 Platform only upon receipt of the payment of such pro-forma invoice. The Partner agrees that 羞羞视频 is not obliged to issue log-in details if the applicable pro-forma invoice is not paid. Unless otherwise agreed, all invoices issued on the basis hereof are due within fourteen (14) days of the invoice date. Payments shall be deemed to be made on the day when such payments are credited to the bank account of 羞羞视频. Any amounts not paid when due shall accrue default interest at the rate of 0.1% per day. If such amount would exceed maximum default interest possible under applicable law, then the Partner shall be obliged to pay only such maximum default interest. Both 羞羞视频 and Partner declare that the consideration pursuant hereto is made upon the mutual consent of both Parties.

5.3 Taxes
Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (鈥淭补虫别蝉鈥�). The Partner is responsible for paying all Taxes associated with the Agreement. If 羞羞视频 has a legal obligation to pay or collect Taxes for which Partner is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the Partner unless the Partner provides 羞羞视频 with a valid tax exemption certificate authorised by the appropriate taxing authority. The Partner is responsible to provide 羞羞视频 with a valid VAT number and a correct bank account to enable correct billing.

5.4 Minimum Platform Fees
羞羞视频 shall stipulate in the Agreement the minimum amounts of fees that must be paid by Partners for the use of 羞羞视频 Platform (鈥�Minimum Platform Fees鈥�). If the Platform Fees (per month) calculated as per Clause 5.1. hereof fall below the Minimum Platform Fees for any reason (e.g. the Partner changes Unit Quantities within 羞羞视频 Platform), the Partner agrees to pay the Minimum Platform Fees instead, unless agreed otherwise.

5.5 Changes to Fees
From time to time, 羞羞视频 may introduce changes to the applicable Fees stated in the Agreement and notify the Partner thereof. Any such notified changes will be effective towards the Partner upon later of (i) thirty (30) calendar days as of 羞羞视频麓 notification of such changes to the Partner, and (ii) the starting date of the Partner麓s next billing cycle. If the Partner disagrees with any such changes, the Partner may object to them in accordance with Clause 14.8 hereof.

5.6 True-ups
If the amount of the Platform Fees calculated in accordance with the Agreement during any applicable billing cycle exceeds the amount of the Platform Fees pre-paid by the Partner as per Clause 5.2. 羞羞视频 shall have the right to issue a true-up invoice for payment of such additionally incurred Platform Fees.

6.1 Purpose
The Partner or any of its Affiliates (if and to the extent specifically agreed by the Parties in the Agreement) is entitled to use 羞羞视频 Services only for its internal business processes. The Partner is not entitled to allow any third party to use or access 羞羞视频 Services, inter alia, by any technical means or by processing any requests for the third parties or other Facilities. If the Partner violates this clause either by using 羞羞视频 Services for any third party, by allowing the use of or access to 羞羞视频 Services by a third party, or by using 羞羞视频 Services for other purpose or Facility, 羞羞视频 has the right to withdraw from all of its contractual obligations to the Partner and terminate the Agreement without notice period; 羞羞视频鈥� claim for damages is not affected.

6.2 Scope
Partner may use only 羞羞视频 Services as specified in the Agreement, Documentation, and Acceptable Use Policy. The Partner is entitled to use 羞羞视频 Services only for the provision of Partner Services in the Facility specified in the Agreement.

6.3 Access
Partner may grant access to 羞羞视频 Services only to its employees, agents, and/or representatives which Partner uses for provision of Partner Services in connection to the Facility. In such cases, Partner shall oblige these persons to maintain at least the same level of confidentiality obligation and protection of 羞羞视频鈥� intellectual property rights as stipulated herein.

6.4 Partner use
The Partner is obliged to use the 羞羞视频 Services in accordance with the purpose for which the 羞羞视频 Services are provided and in compliance with these Master Terms and Conditions and all applicable laws. The Partner shall not use 羞羞视频 Services (i) in any way that causes, or is likely to cause, any 羞羞视频 Service, or any access to it, to be interrupted, damaged, or impaired in any way, or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity.

6.5 Conduct
Partner shall keep the working environment (including but not limited to the functioning of the network) in compliance with the Documentation, terms and conditions governing Partner Services, and in line with standard business working environment practices for similar systems. 羞羞视频 shall not be liable for any limited or non-functioning 羞羞视频 Services arising out of non-compliance with these requirements. 羞羞视频 shall neither be liable for any damage arising thereof.

6.6 Cooperation
Partner shall provide all reasonable assistance and cooperation to 羞羞视频 in order to enable 羞羞视频 to provide all 羞羞视频 Services as specified in the Agreement in an efficient and timely manner. All appropriate cooperation shall be provided in scope, resources, and personnel, free of charge and inter alia, by providing technical resources, qualified personnel obliged to provide such cooperation, or by providing specifications and undertaking tests, by taking over the work duly provided by 羞羞视频, etc. The Partner acknowledges that any delay on its part in the performance of its obligations may have an impact on 羞羞视频鈥� performance of its activities under the Agreement, and 羞羞视频 shall not be liable for any delay resulting therefrom.

6.7 Changes
The Partner shall not be entitled to make any changes to the 羞羞视频 Services or 羞羞视频 Platform with the exception of standard administration settings in line with the Documentation.

6.8 Hosting
The Partner acknowledges and agrees that specific 羞羞视频 Services are hosted on Hosting Platform and that the Partner is aware of any technical or other limitations for use of 羞羞视频 Services arising out of Terms of Hosting.

7.1 羞羞视频 API
The Partner may provide or authorise 羞羞视频 to provide limited access to third persons to certain parts of the 羞羞视频 Platform via 羞羞视频 Application Programming Interface (鈥�羞羞视频 API鈥�) on the basis of 羞羞视频 API Terms and Conditions available at (鈥�羞羞视频 API Terms鈥�). The Partner also acknowledges that this Clause 7 applies also to any Third-Party Marketplace Product. Unless agreed otherwise in the respective Agreement, 羞羞视频 provides only integration and not the service itself. 羞羞视频 shall be entitled to remove any Third-Party Marketplace Product at any time and at its sole discretion.

7.2 Third party terms
Before using any of the third party integrations, the Partner is encouraged to (i) review the terms on the basis of which the relevant third party provides its product or service that is the subject of the integration; and (ii) to review the privacy and technical security of the product or service that is subject to integration. 羞羞视频 trusts that the Partner has conducted the review according to Clause 7.2 hereof.

7.3 Acknowledgement
By employing any of the external integrations supported by 羞羞视频, the Partner acknowledges that (i) 羞羞视频 has no control over the service or product which is the subject of the integration, (ii) Partner has read and understood the terms on the basis of which the relevant third party provides its product or service that is the subject of the integration, (iii) Partner consents that 羞羞视频 shall transfer the data collected as a result of providing Partner with relevant services to the third party, (iv) Partner uses third party integration at its own risk.

7.4 羞羞视频 Liability
羞羞视频 shall not be held liable to and shall not accept any liability, obligation, or responsibility whatsoever for any loss or damage in connection with third party integrations. 羞羞视频 has no control over such third parties and is not responsible for the content of their services. 羞羞视频 provides the Partner with third party integrations only for the Partner鈥檚 convenience. This does not imply any endorsement or any association with such third parties. Any concern regarding third party services should be directed to the responsible third party.

7.5 Indemnification
The Partner will defend and indemnity 羞羞视频 against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third party legal proceeding arising from (i) Partner's misuse of third party integrations and (ii) violations of terms on the basis of which the relevant third party provides its product or service that is the subject of the integration.

8.1 Delivery of 羞羞视频 Services
羞羞视频 shall provide 羞羞视频 Services as specified in the Agreement by creating and/or authorising an already existing 羞羞视频 Account for the Partner.

8.2 No Warranty
Unless stipulated otherwise in any relevant Agreement, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE MEWS PLATFORM, MEWS SERVICES, DOCUMENTATION AND ANY MEWS CONTENT ARE PROVIDED 鈥淎S IS,鈥� AND 鈥淎S AVAILABLE鈥� WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MEWS EXPLICITLY DISCLAIMS ALL EXPRESS AND IMPLIED, STATUTORY, OR OTHERWISE, CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEWS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE MEWS PLATFORM, MEWS SERVICES, DOCUMENTATION, OR ANY MEWS鈥� CONTENT. 羞羞视频 makes no warranty that the 羞羞视频 Platform, 羞羞视频 Services, Documentation, or any 羞羞视频 content will meet the Partner's requirements or be available on an uninterrupted, secure, virus-free or error-free basis. 羞羞视频 makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the 羞羞视频 Platform, any service levels with respect to the 羞羞视频 Platform, 羞羞视频 Services, Documentation, or any 羞羞视频 content. The Partner acknowledges and agrees that if the Partner relies on the 羞羞视频 Platform, any service levels with respect to the 羞羞视频 Platform, 羞羞视频 Services, Documentation, or any 羞羞视频 content, the Partner does so solely at its own risk.

9.1 Third party hosting
羞羞视频 shall not be liable for any damage caused by the malfunctions of the Hosting Platform that are not under the control of 羞羞视频 but may affect the proper functioning of the 羞羞视频 Platform or other 羞羞视频 Services.

9.2 Information duty
The Partner shall without any undue delay inform 羞羞视频 about the occurrence of any event that may affect the due fulfilment of the obligation set out herein and shall undertake its best endeavours to cooperate with 羞羞视频 to overcome such events.

9.3 Force majeure
Neither Party will be in violation of the Agreement or shall not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control including, and without limitation to, failure of a power grid, failure of the internet, natural disaster, weather event, war, riot, insurrection, epidemic, strikes, floods, acts of terror, labour action, terrorism, denial of service attacks or other malware/virus attacks, and other events beyond Party's reasonable control.

9.4 Relief Events
Where 羞羞视频鈥� provision of any 羞羞视频 Service, or performance of any obligation set out herein, is prevented as a direct or indirect result of any act or omission by the Partner (鈥淩elief Event鈥�), then 羞羞视频 shall be granted an extension to all affected deadlines equal to the length of delay caused by the relevant Relief Event.

9.5 Liability limitation
NEITHER MEWS, ITS AFFILIATES, CONTRACTORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE MEWS PLATFORM OR MEWS SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, GOODWILL, PRODUCTION, BUSINESS OPPORTUNITIES, OR REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT, OR FROM THE USE OF, OR INABILITY TO USE, THE MEWS PLATFORM OR MEWS SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEWS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. In no event shall 羞羞视频 be liable to the Partner for more than the amount of any actual direct damages up to the amount corresponding to the Platform Fees payable by the Partner hereunder for the last calendar month preceding the first incident from which the liability arose. The Parties agree that this clause represents a reasonable allocation of risks. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE PARTNER. HOWEVER, IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10.1 Neither Party will use any Confidential Information of the disclosing party except as necessary to exercise its rights or perform its obligations pursuant to the Agreement or as expressly authorised in writing by the other Party. Each Party shall use the same degree of care to protect the disclosing party鈥檚 Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances shall each Party use less than reasonable care. Neither Party shall disclose the other Party鈥檚 Confidential Information to any person or entity other than its officers, employees, consultants, contractors, legal advisors, and Affiliates who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into confidentiality agreements at least as restrictive as the requirements in this clause. 

11.1 Intellectual Property Rights
羞羞视频 and its Affiliates, suppliers, and/or licensors, if applicable, shall own and retain all rights, title, and interest (including, but not limited to, all patent rights, trademark rights, copyright, trade secrets, and any other intellectual property rights) in and to (a) the 羞羞视频 Platform, 羞羞视频 Services, Documentation, and all improvements, enhancements, or modifications thereto; (b) any software, applications, inventions, or other technology developed in connection with the implementation of 羞羞视频 Services, 羞羞视频 Platform, or support by 羞羞视频; (c) information derived from aggregated and anonymised data, and (d)all intellectual property rights related to any of the foregoing. The Partner agrees that only 羞羞视频 (or its Affiliates) shall have the right to enhance, alter, edit, adapt, or otherwise modify 羞羞视频 Services and the 羞羞视频 Platform. In case of any modification by the Partner, or in case of interconnection with another system, 羞羞视频 shall not be liable for any errors and does not warrant the proper functioning of 羞羞视频 Services and the 羞羞视频 Platform. Any changes, implementations, and/or modifications of 羞羞视频 Services or the 羞羞视频 Platform may be performed only by 羞羞视频 and/or with the previous written consent of 羞羞视频 under the terms in the granted consent.

11.2 Reports and modifications
If the Partner provides 羞羞视频 with any reports of defects and/or suggests modifications (鈥�Report鈥�), 羞羞视频 shall have the right to use such Report, including incorporating such a Report into 羞羞视频 Services or other software products, without any obligation to the Partner. Unless specifically agreed otherwise in writing, 羞羞视频 reserves all rights and grants the Partner no licences of any kind, whether by implication or otherwise.

11.3 Data Protection
Data protection is governed by the specific Data Processing Addendum which forms an integral part of the Agreement. The Data Processing Addendum is available at /en/terms-conditions/data-processing-transfer-policy-partners.

11.4 Artificial Intelligence Services
Notwithstanding anything to the contrary in the Agreement, 羞羞视频 shall have the right to collect, track, and analyze data and other information relating to the provision, use, and performance of various aspects of the 羞羞视频 Platform, 羞羞视频 Services, and related systems and technologies (i.e., anonymized aggregate information derived from Customer or Partner), and 羞羞视频 will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the 羞羞视频 Platform, 羞羞视频 Services, and all capabilities of artificial intelligence that will increase the performance and effectiveness of the services for Partners or for other development, diagnostic, and corrective purposes, in connection with the 羞羞视频 Platform, 羞羞视频 Services and other 羞羞视频 offerings (or offerings of its Affiliates), (ii) to use such information and data to promote 羞羞视频 Services and other 羞羞视频 offerings (or offerings of its Affiliates), and (iii) make such data available in an aggregated and anonymized form (i.e., via so-called anonymized industry standard trends).

12.1 General
Each Party represents and warrants to the other Party that: (a) such Party is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (b) the execution, delivery, and performance of the Agreement constitutes the legal, valid, and binding obligation of such Party; and (c) such Party has all requisite corporate power and financial capacity and authority to execute, deliver, and perform its obligations under the Agreement.

12.2 Restrictions
The Partner shall not (and shall not authorise or support any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create any derivative works based on the 羞羞视频 Platform or 羞羞视频 Services, except to the extent that enforcement of the foregoing restrictions is prohibited by applicable Legislation; (b) circumvent any user limits or other timing, use, or functionality restrictions built into the 羞羞视频 Platform or 羞羞视频 Services; (c) remove any proprietary notices, labels, or marks from the 羞羞视频 Platform or 羞羞视频 Services; (d) frame, embed, or mirror any content forming part of the 羞羞视频 Platform or 羞羞视频 Services; (e) access the 羞羞视频 Platform or 羞羞视频 Services in order to (i) build a competitive product or service, or (ii) copy any ideas, modules, functions, or graphics of the 羞羞视频 Platform or 羞羞视频 Services; (f) register, directly or indirectly trademarks, business names, or other designations of 羞羞视频 (or related or similar business names or other designations); (g) use 羞羞视频鈥� intellectual property rights (or any related or similar logos and/or trademarks of 羞羞视频) for its benefit, e.g., by combination of 羞羞视频 logos and/or trademarks with its own business name and/or company name or its own products or services; (h) use the 羞羞视频 Platform or 羞羞视频 Services in a way that is prohibited by the Acceptable Use Policy.

13.1 Addresses of the Partner
Any and all communication addressed to the Partner (including any notice having a legal effect and all invoices) may be sent by electronic means (i) to the email address specified by the Partner in the Agreement or any other email address provided by the Partner or (ii) through 羞羞视频 Account used by the Partner.

13.2 Partner References
羞羞视频 shall be entitled to publicly refer to the Partner as a user of 羞羞视频 Services and use Partner's trademark and logo for this purpose.

14.1 Term
Unless otherwise specified in the Agreement, the Agreement is concluded for an unlimited period of time.

14.2 Termination for convenience
Both Parties may terminate the Agreement via a written notice with the notice period of one (1) month. The notice period shall start to run on the first day of the calendar month following delivery of the notice and come to an end upon the expiry of the last day of the relevant calendar month. By terminating the Agreement, 羞羞视频 does not waive any of its rights to claim the unpaid Fees, other charges or any claim for damages. Notwithstanding Clause 5.1, if 羞羞视频 terminates the Agreement for convenience pursuant to this Clause 14.2, the Partner shall have the right to receive a prorated refund of any Platform Fees prepaid by the Partner which fall under the period after effectiveness of the termination.

14.3 Suspension
羞羞视频 may suspend provision of 羞羞视频 Services to the Partner in the event of (i) the Partner鈥檚 delay with the payment of Fees for more than ten (10) days, (ii) the Partner鈥檚 delay with the payment of any negative balance or deposit, or (iii) material breach of the Agreement by the Partner or (iv) as specified in the Merchant Agreement or similar agreement. Any other rights of 羞羞视频 arising out of the Partner鈥檚 breach remain unaffected. During suspension, 羞羞视频 Services work as usual, but the Partner has no access to the 羞羞视频 Account.

14.4 Termination
The Agreement may, in addition to the reasons stipulated in this Clause 14, be terminated as follows: (a) if either Party breaches any material term or condition of the Agreement and fails to cure such breach within thirty (30) days after receiving notice of the breach; (b) a Party may terminate this Agreement with immediate effect, without prejudice to any rights or remedies available to, or obligations or liabilities of, the Parties at the date of termination, if: (i) the other Party shall pass a resolution for winding up or a court shall make an order to that effect; (ii) the other Party shall cease to carry on its business or substantially the whole of its business; or (iii) the other Party is declared bankrupt, has been granted suspension of payments or has entered into voluntary liquidation, insolvent, or makes or proposes to make any arrangement or composition with its creditors. The Partner shall provide a prior notice for discontinuing any integration connectivity and the reduction of associated fees. If the Partner breaches the Acceptable Use Policy, 羞羞视频 may terminate the Agreement immediately upon notice; 羞羞视频 shall notify the Partner of the breach of the Acceptable Use Policy prior to termination provided such notification is reasonable considering the nature of the Partner鈥檚 breach and potential damages that may be caused by such breach. Upon expiration or termination of the Agreement, the Partner shall cease all use of the 羞羞视频 Services. 羞羞视频 may further terminate the Agreement under the terms and conditions of the Merchant Agreement.

14.5 Training and Installation Cancellation
If the Partner cancels their confirmed onsite training and installation dates within four (4) weeks of the agreed installation date, the Partner will incur a cancellation fee in the amount of 60% of the fee for confirmed training and installation as specified in the Agreement. Any pre-booked flights or travel expenses booked at any time will be charged accordingly.

14.6 Negative Balance
The Partner is obliged to pay and settle any outstanding amounts to 羞羞视频 within fourteen (14) days upon termination of the Agreement. The Partner acknowledges that negative balance shall accrue default interest at the rate of 0.1% per day under clause 5.2. of these Master Terms and Conditions.

14.7 Changes to the Master Terms and Conditions
These Master Terms and Conditions may be changed from time to time by 羞羞视频. If 羞羞视频 makes a change to these Master Terms and Conditions 羞羞视频 will inform the Partner at least thirty (30) calendar days before the effectiveness of the revised Master Terms and Conditions, unless change to the Master Terms and Conditions is required by applicable law, in which case shorter notice may apply. 羞羞视频 may, but shall not be obliged, to notify the Partner of the changes made exclusively into the non-legally binding summary situated on the left side hereof.

14.8 Objection against Changes and Termination in case of Changes
If the Partner does not agree with the changes to the Master Terms and Conditions  made in accordance with Clause 14.7 hereof, changes to 羞羞视频 Services resulting in material degradation of 羞羞视频 Services in accordance with Clause 3.9 hereof, or changes to Fees made in accordance to Clause 5.5 hereof (鈥�Changes鈥�), the Partner shall notify 羞羞视频 in writing and may terminate the Agreement (i) as of the day of effectiveness of respective Changes, or (ii) within 30 days as of receipt of the notification of the respective changes, depending on which occurs later. If no termination notice of the Partner is delivered to 羞羞视频 prior to such date, the Partner is no longer entitled to terminate the Agreement for reasons listed in this Clause 14.8.

14.9 羞羞视频 Add-ons鈥� subscription termination
Partner may terminate the access or subscription for a respective 羞羞视频 Add-ons for convenience at any time without any notice period. After the termination, Partner鈥檚 access to 羞羞视频 Add-ons shall be suspended immediately unless agreed otherwise. 羞羞视频 may terminate the subscription for a respective 羞羞视频 Add-ons with one (1) month prior written notice. The Agreement shall survive any termination of subscription of 羞羞视频 Add-ons and shall remain in full force and effect. In the event the Agreement expires or is terminated, the subscription and/or provision of all 羞羞视频 Add-ons terminates automatically.

15.1 Application
This clause applies if the Parties specifically agreed on Reselling in the Agreement.

15.2 Reselling
If agreed in the Agreement, 羞羞视频 shall provide Customers with accommodation and other Services on its own behalf, subject to limitations as stipulated herein and subject to applicable terms and conditions. In this context, 羞羞视频 publishes Listing of offers for accommodation and other Partner Services to be supplied by the Partner. The Partner undertakes to provide 羞羞视频 with the types of Partner Services for which 羞羞视频 is expected to resell. Any fees shall be deducted by 羞羞视频 to which the Partner irrevocably grants its consent.

15.3 Confirmation of Partner Services
Upon Customer鈥檚 request for reservation of the Partner Services via the 羞羞视频 Platform, 羞羞视频 is entitled to confirm such a reservation to the Customer on its own behalf provided the requested Partner Services are available and all specified requirements of the relevant Partner鈥檚 Listing have been fulfilled by the Customer鈥檚 reservation.

15.4 Cancellation by the Partner
If, for whatever reason, the Partner cancels a Partner Service order which is confirmed, the Partner shall without any undue delay repay any and all amounts already collected to the respective Customer (this is also applicable when the Customer themselves have cancelled the reservation as a result of a Chargeback as defined in the Merchant Agreement). The Partner will fully indemnify, defend, and hold harmless 羞羞视频 against any claims and all damages related to cancellation by the Partner under this Clause.

15.5 Cancellation by the Customer
羞羞视频 shall be authorised to (i) permit the Customer to cancel the reservation and (ii) refund to the Customer a portion of Customer Fees as specified in the applicable cancellation policy provided by 羞羞视频.

15.6 Repayment of Customer Fees
羞羞视频 shall, only in the Reseller model, pay to the Partner an amount corresponding to Customer Fees for the Provided Partner Service. 羞羞视频 shall not have any obligation to pay the Partner such amount of Customer Fees until the corresponding payments are duly received by 羞羞视频 from the Customer. The Partner hereby irrevocably grants consent to 羞羞视频 to set-off any Fees against any amounts payable to Partner.

15.7 KYC verification
Partner will need to pass KYC (know your customer) verification in order to to use the 羞羞视频 Services. As part of the KYC verification process Partner shall provide complete, accurate and up-to-date information about its activities, shareholders, ultimate beneficial owners and other information as further stated in KYC Verification Form provided by 羞羞视频. Once all the required information is provided, 羞羞视频 shall perform verification of Partner. Partner agrees that 羞羞视频 may run further checks on Partner's identity, creditworthiness and background by contacting and consulting relevant registries and government authorities. As a result of Partner's verification 羞羞视频 shall have the right, at its sole discretion, to accept or refuse providing 羞羞视频 Services.

15.8 Changes to KYC information
Partner shall notify in advance 羞羞视频 of any changes relating to information provided as part of the KYC verification process. As KYC requirements may be updated from time to time to ensure compliance with regulatory and other requirements, Partner shall provide without undue delay such additional information and supporting documentation to 羞羞视频.

15.9 Suspension and termination
The Partner acknowledges and agrees that (a) if KYC verification process cannot be duly completed for any reason or (b) Partner does not notify 羞羞视频 in advance of any changes according to clause above or (c) Partner does not full any current or future KYC verification requirement, 羞羞视频 may (i) suspend the provision of 羞羞视频 Services to the Partner; or (iii) limit the functionality available to a Partner until KYC verification process is duly completed or iii) terminate the Agreement with immediate effect

15.10 Authorized disclosure of Partner's KYC Verification Form
羞羞视频 shall have the right to disclose KYC Verification Form completed by Partner to 羞羞视频' Affiliates and if required by law, to other third parties.

15.11  Deposit
羞羞视频 may require the Partner to provide a deposit or reserve to cover the risk of loss to 羞羞视频 associated with reselling of the Partner Services. The Partner agrees that 羞羞视频 is eligible to fund the reserve or deposit from repayment of Customer Fees or by requesting funds directly from the Partner; the Partner shall be obliged to provide funds without undue delay upon the request of 羞羞视频. 羞羞视频 may retain the deposit or reserve during the Term and for a period of one (1) year after its termination.

15.12 Indemnification
Partner will fully indemnify, defend and hold harmless 羞羞视频 and its Affiliates from and against any claims brought by a third party, especially the Customers, arising out of Reselling, the provision of accommodation and other Partner Services to the Customer and associated payments of Customers, including for all liabilities, damages, losses, cost, fees (especially Fees specified in the Cooperation Agreement), expenses, transactions, chargebacks, refunds, claims and associated fees.

16.1 Applicable law
The Agreement shall be governed by and construed in accordance with the laws stipulated in the Agreement excluding the United Nations Convention on Contracts for the International Sale of Goods and conflicts of law rules.

16.2 Jurisdiction
Any dispute arising from or in connection with the Agreement, including a dispute regarding the existence, validity, or termination of the Agreement, or the consequences of its nullity, shall be finally decided by competent courts of a country stipulated in the Agreement.

17.1 Severability
If any provision in this Agreement is shown to be (or later becomes) illegal, unenforceable, invalid, inefficient, or inapplicable, it will not affect other provisions hereof that will remain valid and effective.

17.2 Set-off
The Partner is not authorised to offset any of its claims against any of 羞羞视频鈥� claims, nor is it authorised to retain payments, in any manner, intended for 羞羞视频 regardless of the nature and/or purpose of such payments. 羞羞视频 is authorised to offset its claims against the claims of the Partner.

17.3 Assignment
The Partner hereby grants its consent to the assignment of the rights and the assumption of the obligations of 羞羞视频 that arise hereunder to any 羞羞视频 Affiliate or any third party. For avoidance of any doubt, the Partner may assign the Agreement or any of its rights, interests, or obligations under the Agreement to any third party exclusively with the prior written approval of 羞羞视频.

17.4 Waiver
Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

17.5 No third-party Beneficiaries
The provisions of the Agreement will be binding upon and inure to the sole benefit of the Parties, their respective successors and permitted assigns, and it will not be construed as conferring any rights to any third party.

17.6 Entire Agreement
The Agreement, including these Master Terms and Conditions and other applicable terms to the relation of Parties as mentioned herein constitutes the entire agreement between Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the Parties.

"Acceptable Use Policy" means a set of guidelines regarding the use of 羞羞视频 Services. Available at /en/terms-conditions/acceptable-use-policy; Acceptable Use Policy is incorporated by reference into the Master Terms and Conditions and shall form an integral part of the Master Terms and Conditions.

"Affiliate(s)", with respect to an entity, the 鈥淎ffiliate鈥� is any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control by the initial entity. An entity controls another entity if such entity, directly or indirectly, either owns (i) 20% or more of the shares having ordinary voting rights for the election of directors of such entity; or (ii) the power to direct or cause the direction of management or policies of the other entity, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" means Cooperation Agreement, any other agreement concluded between 羞羞视频 and Partner based on which 羞羞视频 Services shall be provided by 羞羞视频 to the Partner, Merchant Agreement, or any other agreement based on which Payment Processing Services shall be facilitated for the Partner by 羞羞视频; by concluding the Agreement 羞羞视频 and Partner agree to be bound by these Master Terms and Conditions.

"Confidential Information" means technical and non-technical information including patents, copyright, trade secrets, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software, source documents, and information about current, future and proposed products and services, research, experimental work, development, design details and specifications, engineering, and any other information marked 鈥渃onfidential鈥� or 鈥減roprietary鈥� or which the recipient knows or has reason to know that the information shall be deemed confidential; for the avoidance of doubt, this term does not include any information that the receiving party may demonstrate by its written records: (a) was known to it prior to its disclosure by the disclosing party; (b) is or has come into the public domain through no violation of confidentiality obligations; (c) has been rightfully received from a third party authorised to make such disclosure; (d) has been independently developed by the receiving party; (e) has been approved for release with the written authorisation of the disclosing party; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt notice to enable the other party to seek a protective order or otherwise prevent such disclosure.

"Cooperation Agreement" means agreement concluded between 羞羞视频 and Partner based on which 羞羞视频 Services shall be provided by 羞羞视频 to the Partner, including all schedules and other documents appended thereto by reference.

"Customer" means person requesting, being provided, or having been provided with Partner Services regardless of whether or not registered with 羞羞视频 Platform.

"Customer Fees" means fees payable for Provided Partner Services by Customers (as determined by the respective Partner) and available on the 羞羞视频 Platform, including any Merchant Fees payable to 羞羞视频.

"Documentation" means user manuals, guides, technical documentation, technical requirements, and FAQs designed for some or all 羞羞视频 Services that may be made available to the Partner by 羞羞视频.

"Facility(-ies)" means hotel, hostel or any other facility operated by the Partner as specified in the Agreement.

"Fees" means Platform Fees, Merchant Fees, fees for installation and/or training, and any other fees payable by the Partner for 羞羞视频 Services or any other services specified in the Agreement.

"Hosting Platform" means the Microsoft Azure hosting solution or other hosting platform as notified by 羞羞视频 to the Partner from time to time.

"Hosting Provider" means Microsoft Corporation or other provider of hosting for 羞羞视频 Services as notified by 羞羞视频 to Partners from time to time.

"Legislation" means all generally binding legal regulations of the country of registration of 羞羞视频 and of the European Union, provided that such regulation directly and/or indirectly applies to the Parties鈥� legal relationships or 羞羞视频 Services.

"Listing" means Partner services made available by the Partner to Guests via 羞羞视频 Platform.

鈥淢aster Terms and Conditions鈥� means the current version of the Master Terms and Conditions including all schedules and other documents appended thereto by reference, which are also available on the relevant 羞羞视频 website and may be amended from time to time by 羞羞视频. Any reference to General Terms and Conditions for Partners in the Agreement signed prior to the 1st of May 2021 (if applicable) shall be read as the reference to these Master Terms and Conditions.

"Member" means Member as defined in the Merchant Terms.

"Merchant Agreement" means Merchant Agreement as defined in the Merchant Terms.

"Merchant Fees" means Merchant Fees as defined in the Merchant Terms

"Merchant Terms" means Merchant Terms available at /en/products/merchant/terms-conditions

"羞羞视频" means 羞羞视频鈥� Affiliate, specified as the contracting party in the Agreement.

"羞羞视频 Account" means an account created for the Partner on the 羞羞视频 Platform in order to access 羞羞视频 Services.

鈥溞咝呤悠� Add-ons鈥� means product(s) operated directly by 羞羞视频 and available via 羞羞视频 Marketplace or via another means as offered by 羞羞视频.

鈥溞咝呤悠� Marketplace鈥� means user interface at which 羞羞视频 makes available 羞羞视频 Add-ons, Third-Party Marketplace Product or any other product(s) to the Partner.

"羞羞视频 Platform" means a software property management platform made available by 羞羞视频 to the Partner based on the Agreement, as part of the 羞羞视频 Services.

"羞羞视频 Services" means Services provided by 羞羞视频 to the Partner through the 羞羞视频 Platform including, inter alia, facilitation of the accommodation booking process or any other Partner Services to the Customer, Reselling, installation, training, facilitation of Payment Processing Services based on the Merchant Agreement and any other services provided or facilitated by 羞羞视频 based on the Agreement.

"Party鈥� or 鈥淧arties" refers to both 羞羞视频 and the Partner, individually, or 羞羞视频 and the Partner jointly.

"Partner" means accommodation or other services provider or any other entity using the 羞羞视频 Platform, based on the Agreement with 羞羞视频 or whoever uses services provided by 羞羞视频.

"Payment Processing Services" means Payment Processing Services as defined in the Merchant Terms.

"Platform Fees" means any fees agreed upon for the use of the 羞羞视频 Platform, as specified in the Agreement.

"Provided Partner Service" means Partner Service ordered by Customer, as evidenced in the 羞羞视频 Platform, which has not been cancelled prior to consumption, notwithstanding such service was duly provided. Alternatively, Partner Service ordered and cancelled any time before consumption if the total number of previously cancelled orders has already exceeded 5% of all Provided Partner Service orders within the same month.

"Reselling鈥� or 鈥淩eseller" means services provided by 羞羞视频 to the Partner using the 羞羞视频 Platform, where the agreement on the provision of services is concluded between the Customer and 羞羞视频 but Partner Service is honoured by Partner for the benefit of Customers.

"Partner Service(s)" means accommodation or other service that is published, offered, or provided by the Partner to Customers via the use of 羞羞视频 Services, or in any other way with the assistance of 羞羞视频.

"Payment Services Provider" means Payment Services Provider as defined in the Merchant Terms.

"Starting Date" means the date of commencement of the provision of 羞羞视频 Service being the day that login details for the 羞羞视频 Platform are issued, unless otherwise agreed upon in the Agreement.

"Sub-Merchant Account" means Sub-Merchant Account as defined in the Merchant Terms.

"Term" means the term of the Agreement, as specified in clause 14.1. of the Master Terms and Conditions.

"Terms of Hosting" means the Service Agreement & Terms (available at ) or other terms of the Hosting Provider (Microsoft Azure)

"Territory" means territory defined in the Agreement.

鈥淭hird-Party Marketplace Product鈥� means software or services where the provider is the third party and are available via 羞羞视频 Marketplace or via another means as offered by 羞羞视频; for the avoidance of doubt, Third Party Marketplace Product may be resold by 羞羞视频 via 羞羞视频 Marketplace or may be enabled or paid for through a third-party provider's website.