Company’s Obligations
- In addition to any unique ID Company, or its Affiliates, may use for their own business purposes, Company shall include, or shall ensure that its Affiliates include, Trivago Tracking ID in all advertising directing traffic to Trivago Platforms. Company acknowledges that, should it not be the case, trivago will not be able to attribute the corresponding traffic to Company, or its Affiliates, and that trivago’s payment obligations under the Agreement shall not apply.
- Company shall not cause, and undertakes that any of its Affiliates shall not cause, the Promotional Materials to be associated, directly or indirectly, with any content consisting of sexually explicit, violent, libelous, defamatory or illegal materials, or any other content likely to harm the reputation, business or operations of trivago.
Intellectual Property
- The Company acknowledges and agrees that trivago owns all Intellectual Property Rights in all materials furnished by trivago, in particular in the Promotional Materials.
- Notwithstanding the above, trivago hereby grants to the Company a revocable, non-exclusive, non-transferable, sublicenseable license to use all materials furnished by trivago, including the Promotional Materials, for the sole purposes of providing the Services, as set out in the Agreement.
Fraudulent Activities
- Company shall forbear from, and shall ensure that its Affiliates forbear from, engaging in any fraudulent activities when performing its obligations under the Agreement.
- In particular, Company and its Affiliates shall not:
- unduly acquire search engine traffic in the name of trivago (including via Google Ads), or further generate leads through electronic communication or social media campaigns made in the name of trivago;
- acquire any Incentivized Traffic, unless otherwise agreed to between the Parties;
- acquire any traffic through real-time bidding platforms, unless otherwise agreed to between the Parties;
- more generally, use false or misleading links, fake redirects, automated lead generation, or other tools or automation devices to generate leads (including bots, Iframes or hidden frames).
Should trivago discovers that any such fraudulent activity is committed by the Company or any of its Affiliates, trivago shall, at its own discretion, be entitled:
- to immediately cease, without prior notice, any ongoing Campaign and/or, should the fraudulent activities originate from an Affiliate, exclude such Affiliate from any ongoing or future Campaign (in such case, Company shall ensure that any sublicense granted under the Agreement and these Terms to the excluded Affiliate is terminated immediately after said exclusion);
- to be released from, or to be refunded of (if already completed), any payments pertaining to any lead generated following the use of fraudulent activities.
-
Sub-networks - Not allowed unless explicitly approved by trivago.
trivago holds sub-networks accountable for ensuring the proper conduct of their trusted site networks. If sites repeatedly fail to comply with the rules, trivago reserves the right to terminate the relationship with the publisher entirely and suspend any commission payouts.
Additionally, these publishers need to comply with transparency requirements, including identifying traffic origins and assessing performance at the URL level (preferably through a dashboard). Regular and ongoing audits of content and URLs are also mandatory.
Compliance
- Company represents and warrants that it shall comply, and that it shall ensure that its Affiliates comply with, all applicable laws and regulations, including laws relating to consumer protection, data privacy, information security and online services, with respect to the activities performed under the Agreement.
- In the context of the Agreement, each Party represents and warrants that it has complied and will continue to comply with the United States Foreign Corrupt Practices Act, the anti-corruption laws of Germany, and any other applicable anti-corruption law, and that it will comply with applicable trade and economic sanctions administered or enforced by the United Nations, the United States, the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom and any other sanction relevant (collectively, “Sanctions”). Each Party further represents and warrants that it is not identified on, or otherwise owned or controlled by any person identified on, any list of prohibited parties under Sanctions.
- The Parties shall promptly comply with any request from one another for information and assistance to enable the requesting Party to ensure, audit and confirm compliance with applicable laws, regulations and standards. If Each Party shall immediately notify the other Party upon becoming aware of any governmental or regulatory review, audit or inspection of items related to the other Party or any other activities in connection with this Agreement.
Liability and Indemnification
Company hereby agrees to indemnify and keep trivago fully and effectively indemnified from and against all actions, claims, proceedings, costs, damages and expenses (including, without limitation, reasonable legal fees) it suffers arising out of a breach by the Company of any of the provisions of these Terms.
Governing Law and Jurisdiction
These Terms shall be construed and enforced in accordance with the laws of the Federal Republic of Germany; and the courts of the Federal Republic of Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection, with these Terms.
Miscellaneous
- Publicity. Company shall not, without the prior approval of trivago, issue any press release referencing trivago or, notwithstanding anything to the contrary in the Agreement, use trivago’s name, logo and Intellectual Property Rights to promote Company’s business activities.
- Severability. In case any provision in these Terms or in the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- No Partnership or Agency. The Parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under the Agreement. Neither Party is an agent of the other Party nor authorized to obligate it.
