Distribution Partnership Agreement
Introduction
This Distribution Partnership Agreement describes the legal relationship between GetYourGuide Deutschland GmbH (hereinafter called "GetYourGuide.com") and the Distribution Partner (hereinafter called "Partner"). Upon registration (opening of an account), the partner agrees to this Distribution Partnership Agreement as the contents of your legal relationship with GetYourGuide (GetYourGuide and the Partner are hereinafter called "the Parties").
1. Object of agreement
1.1 General
GetYourGuide.com is an online booking platform (www.getyourguide.com) for tours, attractions, and other touristic activities. With GetYourGuide, suppliers can present their products and services to customers all over the world. The Partner owns, supervises, manages, and operates one or more Internet-Domain(s) and Website(s). The Partner and GetYourGuide.com agree that the Partner will allow access (directly or indirectly), in compliance with the conditions of this contract, of the offers and services of GetYourGuide.com to the customers and visitors of the Partner Website(s).
1.2 Relationship between the Parties
1.2.1 Both parties operate their websites independently and are solely responsible for their own websites, technically and with regards to content and design. This agreement does not constitute a corporation, an association, an employment contract, a contract of brokerage, or an agency agreement between the parties.
1.2.2 Unless otherwise agreed in writing, neither party may publish anywhere on their website(s), neither explicitly nor by implication, that the website is part of, supported by or is an official website of the other party.
1.2.3 GetYourGuide.com does not in any way assume a guarantor position for the services offered by suppliers on the getyourguide.com website. The original distributor of the services is exclusively the supplier.
2. Technical specifications
2.1 Integration
Access to the GetYourGuide.com-Website is enabled and warranted by facilities (for example Link, Microsite, XML, Teaser, Widget or similar facilities) to be chosen by the Partner. The Partner bears all expenses for the integration of the chosen facilities in his website(s). The exact positioning of the facilities on the Partner's website(s) will be agreed upon by both parties.
3. License
3.1 Mutual license
3.1.1 GetYourGuide.com grants the Partner the non-exclusive, free of charge, and world-wide right and license to i) display parts of GetYourGuide.com-data and further information on the Partner's website(s), as provided to the Partner by GetYourGuide.com and ii) solicit and merchandise the service in accordance with the terms and conditions of this contract.
3.1.2 The Partner grants GetYourGuide.com hereby the free of charge and world-wide right and license to i) integrate and display the chosen facilities in the Partner's website(s) and ii) provide his service on the Partner's website(s).
3.2 Sub-licensing and Disclosure
The Partner is not authorized to sub-license his in paragraph 3.1.1 granted rights or the facilities, with which he enables access to the GetYourGuide.com website, to a third-party.
4. Agreements and acknowledgements
4.1 General Agreements, Acknowledgements and Obligations
4.1.1 The Partner agrees to not engage in or refrain from activities that interfere with the affiliation between GetYourGuide.com and the services and suppliers offered on the GetYourGuide.com website. Furthermore, the Partner may not make negative or in any way harmful representations about GetYourGuide.com or its business concept.
4.1.2 The Partner agrees to refrain from communicating with the suppliers or customer service regarding bookings registered through this sytem.
4.1.3 The Partner is obligated to maintain and modify the contents of the Partner website(s) accordingly and accurately, further, to keep the Partner website(s) up-to-date and error-free as well as to immediately edit errors (if any) pointed out by GetYourGuide.com.
4.1.4 The Partner is not authorized to systematically analyze or extract information (including guest reviews) from the GetYourGuide.com website. The Partner is not authorized to manufacture copies of the content or a part of the GetYourGuide.com website on his server.
4.1.5 The Partner is not authorized to make bookings or reservations of offers from the GetYourGuide.com website or of those from the Partner website with the intention of selling mentioned bookings or reservations to a third party.
4.2 Layout of Websites
The Partner insures that the Partner-Website(s) (including all other websites (directly or indirectly) owned by the Partner or the Partner's company), exclusive of Microsites (if any), sufficiently (at the discretion of GetYourGuide.com) differ(s) from the GetYourGuide.com Website and will continue doing so. The GetYourGuide.com website may not be copied or imitated (in general or in regards to certain (new) functions, pages, forms, compilations or aspects) in any way for the duration of this contract and thereafter.
4.3 Intellectual Property
4.3.1 Upon conclusion of this contract, GetYourGuide.com does not abandon, but explicitly reserves its right of intellectual property, against the Partner or a third party, warranted by a law, a contract, or otherwise (now or in the future).
4.3.2 Similar Domain-Names The Parties agree that the Partner may not in any way register, apply for, merchandise, sell, offer, solicit, (sub-)license, provide, grant access, forward, publish or distribute domain names similar to GetYourGuide.com.
4.4 Advertising Tactics and Marketing
4.4.1 Unless otherwise agreed in writing with getyourguide.com the Partner is not authorized (directly or indirectly) to purchase, acquire, use, employ or integrate terms or keywords (including variations and misspellings) or that are identical or strikingly similar to those used by GetYourGuide.com or related internet-domain names (for example GetYourGuide.com (independent of (country-code) Top-Level-Domain)) in association with advertising tactics through paid search entries or other forms of online-advertising on platforms of third parties.
4.4.2 The Partner may not in any way use the contents of the GetYourGuide.com website on or through a third party platform.
4.5 Non-Solicitation Clause
Unless otherwise agreed in writing, the Partner agrees to refrain from contacting, acquiring, or accepting suppliers of offers and services on the GetYourGuide.com website i) as business partners for bookings or reservations (directly or indirectly) on or through the Partner-website(s), ii) for sales or advertising purposes or other (online) advertising or marketing tactics (whether as a banner, pay-per-click, links, pop-ups or in any other way) on the partner website(s) or iii) for any other reason.
4.6 Exclusivity
The Partner agrees to abstain from any involvement of services and/or suppliers on his website(s) that are already available on the GetYourGuide.com website.
4.7 Price Comparison
The Partner insures that, when presenting price comparisons on his website(s), service prices of competitors (direct or indirect) of GetYourGuide.com will be displayed error-free, accurately and non-misleadingly.
4.8 Claim for Performance, Injuctive Relief, and other Legal Means
4.8.1 Unless otherwise agreed in writing with GetYourGuide.com, the conditions in paragraph 4.8. apply to matters regarding the claim for performance, injuctive relief and other legal means.
4.8.2 In the case of a website, a marketing campaign or a advertisiting tactic being in connection with a website, a marketing campaign or an advertising tactic of the Partner (or vice-versa), the Partner must i) inform GetYourGuide immediately upon knowledge thereof and ii) fulfill all the obligations established in this contract upon the first request by GetYourGuide.com.
4.8.3 The Partner consents to and confirms that GetYourGuide.com is authorized to interrupt all contractual obligations until GetYourGuide.com's substantiated request is met or executed.
4.8.4 If the Partner infringes paragraph 4.3.2 he must transfer and register the corresponding domain name to GetYourGuide.com by means of a domain-name-registrar-company which will be chosen by GetYourGuide.com. The Partner has 20 working days to do so after the violation has been made. If the Partner does not cooperate, GetYourGuide.com implicitly warrants hereby to sign and/or legally execute all documents that are necessary or useful in regards to the transfer and registration of the domain names to GetYourGuide.com.
4.8.5 The Partner agrees and confirms that alle agreements made in paragraph 4 a) will be promptly and accordingly fulfilled and b) also apply to other companies of the Partner-Group. The Partner ensures fullfillment of the obligations made in paragraph 4 for the Partner-Group companies.
4.9 Payment Transactions
All procedures concerning payment transactions of bookings of services on the GetYourGuide.com website are operated solely by GetYourGuide.com. In particular the Partner ensures GetYourGuide.com that he will not, under any circumstance, effect or receive any payments that are in connection with services booked on the GetYourGuide.com website.
5. Warranties and guaranties
5.1 The Parter's Guarantees
The Partner assures GetYourGuide.com and guarantees that the Partner-website(s) do not a) contravene public order and common decency b) contain innappropriate, illegal or unlawful contents, statements, materials, information, links, or banners (for example with regard to pornography or racism), defamatory statements or elements that invade or otherwise violate the privacy of a third party or are obscene.
5.2 Security and Operation
Both parties must take any appropriate economical measures to protect and secure their website(s) and to maintain operation of their website(s). The Partner recognies and confirms that he alone is responsible for the security of his website, as this is an aspect that GetYourGuide.com cannot influence.
6. Liability and Disclaimer
6.1.
GetYourGuide shall have unrestricted liability for losses caused intentionally or with gross negligence by GetYourGuide, its legal representatives, or senior executives, and for losses caused intentionally by other assistants in performance. In respect of gross negligence of other assistants in performance, GetYourGuide’s liability shall be as set forth in the provisions for simple negligence in (6.2) below.
6.2.
GetYourGuide shall have unrestricted liability for death, personal injury or damage to health caused by the intent or negligence of GetYourGuide. GetYourGuide shall further have unrestricted liability according to the provisions of the Product Liability Act.
6.3.
GetYourGuide shall be liable for losses caused by the breach of its primary obligations by GetYourGuide, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of these terms and conditions, which were decisive for entering into this business relationship and on whose performance the Partner may rely. If GetYourGuide breaches its primary obligations through simple negligence, then liability shall be limited to the amount which was foreseeable by GetYourGuide at the time the respective service was performed.
6.4.
The system and content are provided on an "as is" and on an "as available" basis. GetYourGuide shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
6.5.
GetYourGuide makes no express or implied warranties or representations of any kind with respect to its service, the booking system, the platform, the content or other items offered by GetYourGuide.
7. Punitive damages and liability
Unless the accused party can be proven innocent, he is liable to the other party for any damage caused by anything in connection with this agreement. With the exception of gross negligence or willfull misconduct, the parties are not liable for direct or indirect damages, consequential damage or loss of profit.
8. Contract period, termination of contract, and suspension of the contract
8.1 Contract Period, Termination of Contract, and Suspension of the Contract
8.1.1 Unless otherwise agreed upon, the contract comes into effect upon execution of this agreement and is valid for an unlimited period.
8.1.2 The contract can be terminated in writing without notice by both parties at any time. GetYourGuide.com retains the right to withhold the reason for termination.
8.1.3 After termination of the contract, unless otherwise agreed upon, the contract is considered completely and entirely terminated, without effect on the parties' rights and remedies concerning punitive damages or breach of contract by the other party. Paragraphs 4.1.1, 4.1.4, 4.1.5, 4.2, 4.3, 4.4.1, 8, 9, and 10 are valid beyond the termination of the contract.
9. Non-disclosure
9.1 Confidential Information
The Parties mutually agree to the non-disclosure of all information, observations, and documents that are part of the the commercial privacy of the other party, especially the information and data of customers or business partners of the other party.
When in doubt about the affiliation of information, observations and data, and commercial privacy, mutual consultation obligations are to be observed.
The parties, their employees, and any called-in third parties agree to maintain the above mentioned confidentiality.
9.2 Customer Data
The parties must take any appropriate economical measures to secure the secrecy and confidentiality of customer data and to protect this customer data from unauthorized use or publication. The parties agree to comply with the German law when processing personal data and data security.
9.3 Ownership of Confidential Information
The parties agree that the sole ownership of confidential information remains with the disclosing party and the receiving party only uses the confidential information for purposes concerning the fulfillment of this contract. All copies of confidential information must be returened or destroyed upon request of the the other party.
10. Miscellaneous
10.1 Notifications
All notifications and messages between the parties must be in written form.
10.2 Complete Agreement
This contract (including all attachments) declares the overall agreements of both parties regarding the object of agreement and replaces all previous agreements, proposals, obligations, or propositions concerning the object of agreement.
10.3 Partial Nullity
Should parts of the framework contract or an order be or become invalid, all other obligations remain valid.
The parties commit to replacing the invalid obligation with a economically equivalent and legal settlement that matches the invalid one in economic content as closely as possible. The same shall apply for the event of a gap in the contract.
10.4 Transfer
The transfer of rights and obligations to a third party is only permitted by written consent in advance given by the other party.
11. Governing law and jurisdiction
11.1 Governing law
This contract is subject to German law.
11.2 Jurisdiction
Exclusive jurisdiction and legal venue for all disputes shall be Berlin, Germany.
GetYourGuide GmbH
Erich-Weinert-Straße 145C
10409 Berlin
Germany
