Partner Terms and Conditions

Version: August 2, 2024

Previous versions can be viewed here.

These Partner Terms and Conditions (“Partner TCs”) are entered into between GetYourGuide Deutschland GmbH, located at Sonnenburger Str. 73, 10437 Berlin, Germany (“GetYourGuide” or “GYG”) and Partner, and govern the use of the Partner Portal as described below. These Partner TCs shall enter into force upon registration in the Partner Portal.

Partner and GetYourGuide may be referred to individually as a “Party” or collectively as “Parties”.

BACKGROUND

A) GetYourGuide provides a service (“Service”) through which users can view and book various travel services including tours, attractions, and other touristic activities (“Experiences”). GetYourGuide provides the Service through various websites and mobile applications it owns and operates under the GetYourGuide brand (“GYG Platform”).

B) Partner (i) owns, supervises, manages, and operates one or more website(s), social media channels, apps, tools and or other devices (“Partner Platform”), (ii) is a Travel Agency that books touristic activities for and on behalf of its customers, or (iii) an individual writing, taking pictures or otherwise engaging in the world of travel (“Content Creator”) and engages with their audience via their social channels (“Followers”).

C) Partner and GetYourGuide wish to cooperate by advertising the Services and making the Services available to customers of Partner, visitors of the Partner Platform or Followers in accordance with the terms and conditions set out in these Partner TCs.

1. DEFINITIONS AND INTERPRETATIONS

1.1. Any capitalised term used in these Partner TCs will have the meaning assigned to it upon its first use or as defined in Exhibit A.

1.2. The headings in these Partner TCs will not affect its interpretation. Except where the context requires otherwise the singular includes the plural and vice versa, a reference to one gender includes all genders, words denoting persons include firms and corporations.

2. GETYOURGUIDE´S OBLIGATIONS

2.1. GetYourGuide will provide Partner with access to the Partner Portal.

2.2. GetYourGuide will pay Partner as set out in clause 6 and grantthe Partner a license in accordance with clause 4.

2.3. All customer service related issues and questions in respect of the Service will be handled by GetYourGuide. Partner assumes responsibility for handling all issues and queries related to their own services or in regard to the Partner Platform. If Partner opts to and is granted by GetYourGuide to access the Service via the API, Partner is responsible for customer service requests that arise prior to Partner transferring the customer's booking request to the Booking System. For the use of the API, separate terms and conditions apply.

2.4. If a booking is made either directly by a Partner Customer or indirectly through a Travel Agency acting on behalf of a Partner Customer, the responsibility for transmitting relevant booking details to the Partner Customer lies solely with GetYourGuide and the Supplier. Only GetYourGuide and/or the Supplier have the authority to (i) send a subsequent confirmation (via email) to the Partner Customer, and (ii) manage the relationship with the Partner Customer up until the point of Completed Booking.

3. PARTNER´S OBLIGATIONS

3.1. General undertakings

3.1.1. Partner is an independent contractor and is solely responsible for its own tax-related matters, including taxes and social contributions. Partner must provide GetYourGuide with complete and accurate information about its identity, including business registration, contact, payment, and tax information, and any other relevant information as requested by GetYourGuide ("Partner Information"). Partners established in Germany are obliged to submit their VAT IDs. Partner commits to keeping the Partner Information up-to-date in the Partner Portal. Partner is liable for any financial losses that GetYourGuide or Partner might incur as a consequence of inaccurate or incomplete information submitted by Partner, including but not limited to payments issued to incorrect bank accounts provided by the Partner.

3.1.2. Partner must maintain the confidentiality and security of its Login Credentials for the Partner Portal by implementing and adhering to recognized security standards and best practices, such as regular password updates and the use of multi-factor authentication. Partner must not disclose the Login Credentials to any third party under any circumstances. Partner is liable for all activities conducted in connection with its account and must compensate GetYourGuide for any damages resulting from unauthorized account activities caused by Partner's failure to secure its Login Credentials. Partner must notify GetYourGuide immediately if it knows or suspects that (i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised, or (ii) there has been unauthorized use of its account. This notification must include all details of the incident and the steps the Supplier has taken to mitigate any resulting harm or unauthorized access.

3.1.3. Partner is strictly prohibited from using the GYG Platform or the Partner Platform to make bookings or reservations with the intention of reselling them and from programmatically evaluating or extracting information (including guest reviews) from any part of the GetYourGuide website.

3.1.4. Partner shall not authorize, facilitate, or engage in any form of data scraping, data mining, or any other activity that involves programmatically evaluating or extracting data or content from GetYourGuide's website (including guest reviews, Supplier information or GYG Platform Content). This prohibition extends to the use of automated systems, artificial intelligence tools, or any other technology designed to replicate or utilize GetYourGuide's content outside the scope of the agreed partnership.

3.1.5. Partner shall not register, publish or otherwise use any content that is identical or confusingly similar to GetYourGuide's Brand Elements or other intellectual property of GetYourGuide. This includes, but is not limited to, domain names, trademarks, social media handles, websites, and mobile applications.

3.1.6. Partner ensures that, when presenting price comparisons on his website(s), service prices of competitors (direct or indirect) of GetYourGuide will be displayed error-free, accurately and will not be misleading-.

3.1.7. Partner shall not directly or indirectly engage in any misleading, illegitimate or fraudulent activities within the scope of these Partner TCs, including but not limited to:

(a) publishing or otherwise distributing unauthorized, fake or fraudulent GetYourGuide gift cards, promotional codes or discounts. In the event of any suspicion or awareness of such activities, Partner has the obligation to promptly inform GetYourGuide;

(b) doing or attempting to do anything that may mislead or confuse customers of Partner, users of the Partner Platform or Followers in regard to any Experiences, Suppliers, and/or GetYourGuide’s business.

3.1.8. The Parties shall not use each other's brand names, trademarks, or variations thereof in any paid search advertising, including adword campaigns, PPC, and SEM across all search engines and web catalogs. This prohibition includes:

(a) Using the other Party's Brand Elements as keywords or in keyword combinations (e.g. “GetYourGuide Activities”, “GetYourGuide tickets”, “GYG tickets”);

(b) Using misspellings or variations of the other Party's Brand Elements (e.g. “Get your guide", “geryouguide”, “getyourguid");

(c) Combining the other Party’s Brand Elements with generic terms related to their services;

3.1.10. Driving traffic to the GYG Platform from paid search and any other advertising on the Partner Platform not under the direct control or ownership of Partner is prohibited.

3.1.11. Partner hereby represents and warrants to GetYourGuide that for the term of these Partner TCs:

(i.) Partner has all necessary rights, title to, power and authority to own, operate and use the Partner Platform (including the relevant domain name(s), intellectual property and copyrights) and, if applicable, to use or display GYG Platform Content on the Partner Platform and

(ii.) Partner holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business and performing Partners obligations under these Partner TC’ and will provide upon request any documentation GetYourGuide may need to fulfill legal requirements.

3.1.12. If Partner is a Travel Agency, Partner will clearly and transparently disclose that the booked activity is a service offered on the GetYourGuide platform and performed by the Supplier.

3.2. Use of GYG Platform Content

If Partner uses, publishes or integrates GYG Platform Content on the Partner Platform, the following terms apply:

3.2.1. Partner must ensure the GYG Platform Content is integrated correctly and updated regularly. Any errors pointed out by GetYourGuide must be corrected immediately by Partner.

3.2.2. Partner must disclose their relationship with GetYourGuide as required by applicable laws. Partner shall not publish anywhere on the Partner Platform any statement that the Partner Platform is part of, endorsed by, or an official website of GetYourGuide.

3.2.3. Partner agrees to remove or correct the GYG Platform Content or parts thereof stored by Partner at any time upon GetYourGuide's reasonable request, at Partner’s own expense.

3.2.4. Partner shall not exploit or use the GYG Platform Content for any purpose or in any manner, including through third party platforms, except as expressly allowed in these Partner TCs. Partner shall not modify, alter, create derivative works from, or reverse engineer any GYG Platform Content. Partner shall implement reasonable technical measures to prevent unauthorized copying, scraping, or extraction of GYG Platform Content.

3.2.5. Partner represents and warrants that the Partner Platform does not (a) violate spamming regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene.

3.3. Content CreatorsIn case Partner is a Content Creator, the Content Creator represents and warrants that:

(i) it is the owner of the Partner Content, or otherwise has the right to provide the Partner Content to GetYourGuide and publish the Partner Content on the Partner Platform (including use of music);

(ii) the Partner Content does not violate any applicable law or the intellectual property rights or privacy rights of any third party;(iii) the Partner Content does not contain or reference inappropriate content (such as pornography, hate speech, or discriminatory content).

3.4. Relation to SuppliersPartner agrees to refrain from any actions that may disrupt or interfere with GetYourGuide's relationship with its Suppliers. This includes any activities that could potentially result in GetYourGuide being excluded from the booking process, or cause a Supplier to terminate its relationship with GetYourGuide or reduce its business activities with GetYourGuide. Partner is strictly prohibited from using any contact information obtained from GetYourGuide to directly communicate with Suppliers for any reason unless such communication is initiated and facilitated by GetYourGuide.

3.5. Relationship to CustomersPartner acknowledges that all payment transactions in relation to the Service are carried out through GetYourGuide’s payment providers, selected by GetYourGuide at its sole discretion. Partner will forward any data (through the appropriate API, if applicable) relating to reservations and bookings including payment information obtained from a Partner Customer to GetYourGuide. Partner may only use such data in accordance with the applicable laws and may not use it in any way not permitted by these Partner TCs.

4. LICENSES

4.1. API LicenseGetYourGuide may (but shall be under no obligation to) provide Partner with API credentials to access one or more GetYourGuide APIs for the purpose of this Agreement. If GetYourGuide agrees to provide Partner with a GetYourGuide API the following terms apply:

4.1.1. Subject to Partner's full compliance with its obligations under these Partner TCs, GetYourGuide hereby grants Partner for the term of the Agreement a royalty-free, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to use the GetYourGuide API to access and use the Service for the term of the partnership.

4.1.2. Partner shall keep the API credentials secure and shall use the GetYourGuide API solely to fulfill its obligations under these Partner TCs.

4.2. GYG Platform ContentIf Partner uses, publishes or integrates GYG Platform Content on the Partner Platform, the following terms apply:

4.2.1. GetYourGuide hereby grants Partner for the term of the Agreement a royalty-free, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to access, store and display the GYG Platform Content on the Partner Platform, as provided by GetYourGuide.

4.2.2. Partner shall use the GYG Platform Content only in accordance with these Partner TCs. Any use not expressly permitted is prohibited. In particular, Partner must not:

(i) use GYG Platform Content on websites that do not belong to Partner and/or websites that contain inappropriate or unlawful content of any sort. This includes advertising banners.

(ii) incorporate GYG Platform Content as the primary content of the Partner Platform or otherwise confuse visitors of the Partner Platform about the difference between Partner and GetYourGuide, and about the roles and responsibilities of Partner and GetYourGuide; Partner must ensure that the design and overall appearance of the Partner Platform, including elements such as colour scheme, composition, fonts, layout, logos, and features, remain significantly distinct from those of the GYG Platform. Partner must promptly and at its own expense comply with any reasonable request from GetYourGuide to alter any aspect of the Partner Platform that could be considered confusingly similar to any element of the GYG Platform.

(iii) copy, store, cache, syndicate, republish, or create a database of GYG Platform Content, in whole or in part, directly or indirectly;

(iv) transfer, sell, lease, lend or otherwise grant or attempt to grant rights in or access to the GYG Platform Content to any third party;

(v) edit, modify, filter, change the order of, suppress, or replace any part of the GYG Platform Content, including intermixing data from sources other than GetYourGuide or removing any copyright, trademark or other proprietary rights notices contained in the GYG Platform Content;

(vi) use any GYG Platform Content (including user ratings) to advertise its own services or that of a third party without the prior written consent of GetYourGuide;(vii) take any action relating to the GYG Platform Content on behalf of any Partner customers and visitors; including making or causing GetYourGuide to make reservations or bookings, without that customer's permission;

(viii) restrict or interfere with the use of the Service by GetYourGuide's other partners;

(viii) use the GYG Platform Content or the Service for purposes of monitoring the availability, performance, or functionality of any Experiences, or for any other benchmarking purposes;

(ix) create multiple or third-party accounts to access GYG Platform Content;

(x) use robots, spiders, crawlers, or any other device to retrieve or index any GYG Platform Content;

(xi) transmit any viruses, worms, harmful code, or any other item of a destructive nature.

4.2.3. Unless explicitly agreed in writing by GetYourGuide, Partner may not sublicense the rights granted hereunder or allow any third party to access the Service (e.g. by link or API). Partner is prohibited from selling, disclosing, or distributing the GYG Platform Content to any third party.

4.3. Brand Elements

4.3.1. Each Party hereby grants the other Party for the term of these Partner TCs a royalty-free, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to display their respective Brand Elements provided that neither Party:

(i) displays the other Party’s Brand Elements in any way that (a) implies a relationship or affiliation with, sponsorship, or endorsement by between the Parties except as expressly provided for in these Partner TCs; (b) can be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of the other Party; or (c) disparages the other Party, any of its products or services, the Suppliers, or customers;

(ii) uses the other Party’s Brand Element as the largest or most prominent logo anywhere on any of their Platforms;

(iii) displays the other Party’s Brand Element in a manner that is misleading, defamatory, or infringing; or

(iv) removes, distorts, or alters any element of the other Party’s Brand Element.

4.3.2. In the event that either Party’s use of the other Party’s Brand Elements violates clause 4.3.1, the breaching Party shall immediately and at their own expense undertake all necessary modifications or corrections to their use of the Brand Elements upon the other Party's reasonable request.

4.4. In no event shall GetYourGuide be liable for any acts or omissions regarding GYG Platform Content that its Suppliers have uploaded on the GYG Platform. This applies in particular to any possible IP-rights infringements of Suppliers. If at any time Partner receives a legal complaint regarding GYG Platform Content, Partner shall immediately (a) notify GetYourGuide of the existence and detail of such complaint via the Partner Portal (https://partner.getyourguide.com/en-us/contact), and (b) promptly provide all relevant information and assistance regarding the claim to GetYourGuide as may be requested.

4.5. Partner will own and retain all right, title, and interest in and to the Partner Content, subject to the license granted to GetYourGuide in this paragraph. GetYourGuide will own and retain all right, title, and interest in and to all derivative works of the Partner Content made by us, or by any third party for our benefit subject to your rights in the underlying Partner Content. Partner hereby grants to GetYourGuide a non-exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Partner Content, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Partner agrees that this license gives GetYourGuide the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Partner Content; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Partner Content, including any derivative works of the Partner Content, in whole or in part.

5. BRANDING AND PROMOTIONAL ACTIVITIES

5.1. The Parties agree to cooperate with each other in a timely manner in order to maximize the success of the business relationship.

5.2. Partner shall not do anything that may bring GetYourGuide or its Affiliates into disrepute or may damage, defame, or otherwise have a detrimental effect on GetYourGuide or its Affiliates.

5.3. Partner agrees to advertise or promote the Service strictly in line with the stipulations of these Partner TCs and any applicable law. Any form of advertisement or promotion not expressly permitted by these Partner TCs requires prior written consent from GetYourGuide. Specifically, Partner is not permitted to utilize any physical advertising materials (including but not limited to flyers, posters, magazine posts, and similar materials) without obtaining GetYourGuide's prior written approval.

5.4. Both parties agree to carry out promotional and marketing activities with the following restrictions:The Partner Platform must not be linked to the GYG Platform through double serving or any similar technique. Partner must not make the Partner Platform, its content, or the Service available to third-party platforms with the intention of misleading or deceiving search engine tools or third-party platforms to achieve a higher ranking or display position.Similarly, GetYourGuide must not link its platform to the Partner Platform through double serving or any similar technique. GetYourGuide must not make its platform, content, or the Service available to third-party platforms with the intention of misleading or deceiving search engine tools or third-party platforms to achieve a higher ranking or display position.

6. PARTNER REMUNERATION

6.1. General Payment Terms

6.1.1. GetYourGuide agrees to pay Partner as outlined below or as otherwise mutually agreed upon by the parties.

6.1.2. For each Completed Booking made by a Partner Customer, GetYourGuide will pay Partner a commission (“Partner Commission”) as set out in the Partner Portal.

6.1.3. If a Partner Customer raises a claim for a refund, any Partner Commission related to the affected Completed Booking will be suspended until the claim is dropped or definitely dismissed. If the affected Supplier makes a refund to the Partner Customer, GetYourGuide will deduct the commission relating to that Completed Booking from a subsequent commission payment to Partner. In the event such claims of Partner Customers cause a delay in a Partner Commission payment, no interest will be added to such payment to Partner.

6.1.4. GetYourGuide creates a self-billing invoice on behalf of Partner on the 5th of each month, taking into account all Completed Bookings that have been completed during the previous month by a Partner Customer. In the event the amount of the Partner Commission due to Partner at that time is less than $50, GetYourGuide will report the amount due to Partner, but may postpone payment (without the accrual of interest) in case Partner has not chosen PayPal as their payment option until the earlier of (i) the month when the total Partner Commission due to Partner is $50 or more, and (ii) termination of these Partner TCs.

6.1.5. Payments will be wired to the account on file with GetYourGuide (“Partner Payment Account”), and Partner will be notified via email to the address indicated for accounting purposes in the Partner Information.

6.1.6. GetYourGuide shall pay the transaction fees charged by the financial institution to transfer amounts to the Partner Payment Account. Partner will bear any fees charged by Partner’s own financial institution for the receipt of payments from GetYourGuide and, if applicable, any fees charged by the intermediary bank. GetYourGuide may deduct from any payment to Partner any amounts Partner is required to pay or reimburse under these Partner TCs.

6.1.7. GetYourGuide’s self billing invoice is the basis for any payment. Partner must raise a claim for an alleged inaccuracy of the self billing invoice no later than thirty (30) days after the date of the self billing invoice. Claims regarding inaccuracies are limited to the Partner Commissions as stated in the self billing invoice and do not extend to any information provided by the Partner. If no claim has been raised within that period, the self billing invoice shall be deemed to have been accepted.

6.1.8. The systems, books and records of GetYourGuide (including faxes and emails) shall be considered conclusive evidence in respect of the amount of the Partner Commission due to Partner under these Partner TCs.

6.1.9. If applicable, the reverse charge mechanism will be applied and Partner will be liable for the payment of the applicable taxes. This mechanism is typically applied in cross-border transactions, although the specific rules and conditions can vary by country. In these cases, the responsibility for reporting and payment of the applicable taxes (such as VAT or GST) is shifted from the supplier to the recipient of the goods or services. Partner is liable to comply with the tax laws and regulations in their specific jurisdiction.

6.1.10. GetYourGuide reserves the right to reissue the self-billing invoice.

6.2 Content Creators

6.2.1 In case Partner is a Content Creator, the remuneration is defined in instant specific offers, monetary or non-monetary (“Opportunities”) published on the Partner Portal. The Content Creator can accept or reject Opportunities when they are offered.

6.2.2. For paid collaborations GetYourGuide may utilize the creator payment platform Lumanu (https://www.lumanu.com/for-talent) in order to facilitate the payment and generate the invoice. In case GetYourGuide opts for using Lumanu, the Content Creator must use said platform in order to receive the payment. The Content Creator agrees to provide Lumanu with all required information needed for account creation and payout.

7. TERM AND TERMINATION

7.1. These Partner TCs shall come into effect from the moment Partner creates its account in the Partner Portal in accordance with these Partner TCs.

7.2. Either Party may terminate these Partner TCs at any time and for any reason upon providing at least thirty (30) days prior notice to the other Party.

7.3. Either Party may terminate these Partner TCs for cause immediately upon written notice to the other Party if any of the following events occur:

7.3.1. If the other Party commits a material breach of any provision of these Partner TCs and fails to cure such breach within thirty (10) days after receiving notice of such breach from the non-breaching Party. If the breach is not capable of being remedied, the non-breaching Party may terminate these Partner TCs immediately upon written notice to the breaching Party. In particular, clauses 3.1., 3.2., 3.3. and 4 are considered as material obligations.

7.3.2. If the other Party loses any necessary government licenses, permits or approvals that enable them to fulfil their obligations under these Partner TCs.

7.4. Furthermore, GetYourGuide may terminate these Partner TCs if the Partner has been declared bankrupt, insolvent, or is subject to any proceedings under the laws relating to bankruptcy, insolvency or the relief of debtors.

7.5. After termination, GetYourGuide will pay Partner any outstanding Partner Commission in accordance with the terms of these Partner TCs except in cases where termination is due to Partner having committed fraud or other illegal activities.

7.6. Upon any termination of these Partner TCs, Partner must immediately either, as directed by GetYourGuide, (i) return or deliver to GetYourGuide all documentation and other material, including all copies thereof, in Partner’s possession or under its control which contain Confidential Information of GetYourGuide, or (ii) destroy all such documentation and other material and confirm in writing to GetYourGuide that the destruction has taken place. All rights granted to Partner herein terminate, and Partner must immediately remove from the Partner Platform and delete all GYG Platform Content, Brand Elements, software, documentation, and other materials received from GetYourGuide. If the Partner TCs have been terminated by GetYourGuide, any attempt of Partner to open a new account in the Partner Portal or to register with the Partner Program again is prohibited. If after termination by GetYourGuide Partner still holds one or more additional accounts in the Partner Portal, or if Partner successfully registers with the Partner Program again (including where any such account may be in a different name but with common identifying details), GetYourGuide reserves the right to terminate such account(s) with immediate effect.

7.7. The provisions of these Partner TCs which by their sense and context are intended to survive performance by either or both Parties and the rights deriving from such provisions will survive the completion, expiration, termination or cancellation of these Partner TCs.

8. CONFIDENTIALITY AND DATA PROTECTION

8.1. Each Party:

(i) must keep secret and confidential all Confidential Information disclosed to it (including, without limitation, all information pertaining to remunerations, the GYG Platform, the Partner Program and the Partner Portal); and

(ii) must not disclose the Confidential Information (other than to its Affiliates, employees, consultants, subcontractors, agents, professional advisers or insurers and their employees, consultants, subcontractors, agents, professional advisers or insurers and any of its or its Affiliates’ financiers or potential financiers (the “Authorized Recipients”) on a “need to know” basis) except with the prior written consent of the Party whose Confidential Information is being disclosed. Disclosure to any Authorized Recipient will be subject to the Authorized Recipient being bound by obligations equivalent to those set out in this clause 8. The person disclosing Confidential Information to an Authorized Recipient must ensure that such Authorized Recipient complies with such obligations.

8.2. The obligations of confidentiality in this clause will not apply to any information that either Party can show:

(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Partner TCs; or(b) was in its own written records prior to the disclosure to it of the confidential Information; or(c) was independently disclosed to it by a third party entitled to disclose the same.

8.3. The obligations of confidentiality in this clause will not prevent either Partner or GetYourGuide from disclosing such Confidential Information where it is required to do so under any applicable law or the rules of any recognized stock exchange or by order of a court or governmental body of authority of competent jurisdiction or a mandatory requirement of any regulatory authority.

8.4. Each Party must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of any Confidential Information in its possession and to prevent unauthorized access to or use of such Confidential Information. Neither Party may use Confidential Information or reproduce such Confidential Information in whole or in part in any form except as may be required by these Partner TCs.

8.5. Under these Partner TCs, Personal Data may be transferred by Partner to GetYourGuide, or Partner may assist in a transfer of Personal Data by a Partner Customer to GetYourGuide, in particular if Partner is a travel-agency making a booking for and on behalf of a Partner Customer. In case of a booking through a link, anonymous or pseudonymous information such as tracking specific parameters, may be provided to GetYourGuide. The Parties agree that, with regard to such Personal Data (including pseudonymous data) and such transfer, both Parties are independent data controllers and are not data processors or joint controllers within the meaning of the GDPR. In the event that either Party processes any Personal Data that is supplied by the other Party or its Affiliates, such Party hereby agrees to process such Personal Data at all times in compliance with Data Protection Legislation, and to adhere to all applicable requirements for the processing of Personal Data, including, but not limited to:

(a) processing Personal Data only for the purposes of providing the services under these Partner TCs;(b) processing Personal Data only in accordance with the Data Protection Legislation;(c) ensuring that data subjects are appropriately informed about the collection, processing, and use of their personal data in a clear and transparent manner; and(c) having appropriate operational and technical measures in place to safeguard the Personal Data against any unauthorized access, loss, destruction, theft, use or disclosure.

9. INTELLECTUAL PROPERTY

9.1 All Intellectual Property Rights in the GYG Platform, GYG Platform Content and GetYourGuide’s Brand Elements are the property of GetYourGuide or GetYourGuide Affiliates. Upon conclusion of these Partner TCs, GetYourGuide and GetYourGuide Affiliates do not abandon, but explicitly reserve their right of intellectual property, against Partner or a third party, warranted by a law, a contract, or otherwise (now or in the future). Partner may not display, use or reproduce such intellectual property for any purpose, other than as expressly set forth in section 4 of these Partner TCs.

9.2 Similarly, all Intellectual Property Rights in the Partner Platform and Partner’s Brand Elements are the property of Partner or Partner Affiliates. Upon conclusion of these Partner TCs, Partner and Partner Affiliates do not abandon, but explicitly reserve their right of intellectual property, against GetYourGuide or a third party, warranted by a law, a contract, or otherwise (now or in the future). GetYourGuide may not display, use, or reproduce such intellectual property for any purpose, other than as expressly set forth in these Partner TCs or with the express written consent of Partner.

9.3. Partner shall not register, use, or attempt to register any trademarks, domain names, social media handles, or other identifiers that are identical or confusingly similar to GetYourGuide's Brand Elements. If Partner has registered or used any such identifiers, Partner agrees to immediately transfer them to GetYourGuide upon request and at no cost to GetYourGuide.

10. LIABILITIES AND DISCLAIMERS

10.1. Partner shall be liable to GetYourGuide for any breach of these Partner TCs, including any representation, warranty, or covenant made or undertaken by the Partner pursuant to these Partner TCs.

10.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THAT PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE EXCEPT IN CASES OF THE PARTNER’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

10.3. GetYourGuide shall be liable to Partner solely for (i) any damage to Partner due to GetYourGuide’s willful or gross negligence, (ii) any damage to Partner’s life, body, or health due to GetYourGuide’s simple negligence, and (iii) any damages to Partner due to GetYourGuide’s breach of its material obligation under the Partner TCs. In case of GetYourGuide’s breach of its material obligation due to simple negligence, GetYourGuide’s liability shall be limited to foreseeable damages typical for the type of contract. For purposes of this section, the term “material obligation” is any obligation whose fulfillment is essential for GetYourGuide’s proper performance of these Partner TCs and on whose compliance Partner may regularly rely. Any further liability for damages is excluded.

10.2. Without limiting the foregoing, GetYourGuide shall not be liable for damages which occur due to interruptions or restrictions of the operation of the GYG Platform due to necessary maintenance work, force majeure, or other events for which GetYourGuide is not responsible.

10.3. GetYourGuide makes no express or implied warranties or representations of any kind with respect to the Service, the Booking System, the GYG Platform, the Partner Portal, or other items offered by GetYourGuide. Specifically, GetYourGuide disclaims any liability or responsibility for the GYG Platform Content and Experiences.

11. REMEDIES AND DAMAGES

11.1. In the event of Partner's breach of these Partner TCs, GetYourGuide shall be entitled to all remedies available at law or in equity. Without limiting the generality of the foregoing, if Partner breaches the Partner TCs, GetYourGuide shall have the right to:

(i.) Restrict Partner’s use of the Partner Portal; and/or

(ii.) Withhold any payments due to Partner, including but not limited to commission payments, to the extent necessary to indemnify GetYourGuide for the full amount of damages, costs, and expenses incurred as a result of the breach; and/or

(iii.) Demand immediate payment from Partner for any additional damages, costs, and expenses that exceed the amount withheld from the Partner's payments.

11.2. GetYourGuide shall take all reasonable steps to mitigate any damages incurred as a result of the Partner's breach. However, Partner shall not be relieved of liability to GetYourGuide for any damages due to Partner's assertion that GetYourGuide failed to mitigate such damages.

11.3. GetYourGuide shall provide Partner with prompt written notice of any claim or condition that might give rise to a claim under this indemnification provision. The Partner shall have the right, but not the obligation, to participate in the defense of any such claim at its own expense. The Partner shall have the opportunity to cure any breach of these Partner TCs within a reasonable period, not to exceed 5 days after receiving notice from GetYourGudie, unless such breach is not curable.

12. INDEMNIFICATION

12.1. Partner, at its own expense, will indemnify, defend and hold harmless GetYourGuide, its Affiliates and their respective employees, representatives and agents (collectively “Indemnitees”), from and against all claims, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (a) any breach of these Partner TCs by the Partner; (b) the Partner’s violation of any applicable laws or the rights of a third party; (c) any content or material made available on the Partner Platform that is alleged to be defamatory, libellous, slanderous, or otherwise harmful; or (d) any negligent act, omission, or wilful misconduct by the Partner (d) any claim arising from a breach of Partner’s representations and warranties. Notwithstanding the foregoing, the Partner shall not enter into any settlement of a claim that affects the Indemnitees without the prior written consent of GetYourGuide. Such consent shall not be unreasonably withheld, conditioned, or delayed. GetYourGuide shall have the right, but not the obligation, to participate in the defense of any claim through counsel of its own choosing and at its own expense. Any settlement of a claim approved by GetYourGuide, or entered into by the Partner, shall include an unconditional release of the Indemnitees from all liability on claims that are the subject of the settlement. The release must be comprehensive and apply to all claims, known or unknown, arising out of the same facts that gave rise to the claim11.2. GetYourGuide, at its own expense, will indemnify, defend and hold harmless Partner, and its Affiliates (including their employees, representatives and agents), from and against any and all claims, losses, suits, actions, or other proceedings (including attorneys’ fees and court costs) brought against Partner or an Affiliate in connection with GetYourGuide's wilful misconduct or breach of the Partner TCs.

13. NON-EXCLUSIVITY

Unless agreed otherwise, the cooperation based on these Partner TCs is non-exclusive for both GetYourGuide and Partner and nothing in the Partner TCs shall prevent either GetYourGuide or Partner from working with, participating in, or offering any partnership to third parties.

14. FINAL PROVISIONS

14.1. Amendments or additions to these Partner TCs must be made in writing, and may be executed and delivered in counterparts including by electronically delivered signature.

14.2. Should any provision of these Partner TCs be or become void or invalid, this shall not affect the validity of the remaining provisions. The Parties shall in such an event cooperate in the creation of terms that achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Partner TCs.

14.3. Partner may not assign or subcontract its rights or duties under these Partner TCs, in whole or in part, whether by operation of law or otherwise, without the prior written consent of GetYourGuide.

14.4. GetYourGuide may assign and transfer its rights and obligations in connection with these Partner TCs to GetYourGuide’s Affiliates.

14.5. GetYourGuide may change the Service or the Partner TCs. In the event of a change to the Partner TCs, GetYourGuide will notify Partner of the changes to the Partner TCs in textform (e.g. by email). The changes shall become effective vis-à-vis Partner and the contractual relationship shall be continued under the changed conditions if Partner does not object to these changes within four (4) weeks after receipt of the notification of change by written notification to GetYourGuide. The timely dispatch of the objection to GetYourGuide shall suffice to comply with this deadline. In the event of objection, both parties shall have the right to terminate the contract without notice. GetYourGuide will specifically draw Partner’s attention to the aforementioned consequence of a failure to object in the written notification of change.

14.6. These Partner TCs as well as any claims out of or in connection with these Partner TCs shall be governed by and construed in accordance with the provisions of German Law under exclusion of its conflict of law rules. The exclusive legal venue for any disputes arising from or in connection with these Partner TCs shall be the courts of Berlin, Germany. GetYourGuide may also sue Partner at the competent courts for Partner´s registered office.

EXHIBIT A

“Affiliate(s)” means for GetYourGuide and Partner any company that is an affiliate within the meaning of Section 15 et seq. AktG (German Stock Corporation Act).

“API” means Application Interface Protocol that connects the GYG Platform with the Partner Platform, as made available by GetYourGuide.

“Authorised Recipients” has the meaning as set out in clause 8.1.

“Booking System” means the booking system used by GetYourGuide in connection with the Service.

“Brand Elements” means the trademarks, service marks, logos, and other distinctive brand features of GetYourGuide.

“Completed Booking” means a booking request by a Partner customer which has resulted in the actual provision of services by the Supplier, as confirmed to GetYourGuide by the Supplier.

“Confidential Information” means the terms of these Partner TCs and secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information relating to either Partner or GetYourGuide (including the same categories of information relating to each Party's Affiliates) and its customers and connected to the subject matter of these Partner TCs, in any form or medium whether disclosed orally or in writing before or after the effective date, together with any reproductions of such information in any form or any part of this information.

“Customer Fee” The fee actually paid by a Partner Customer (less any fees repaid to the Partner Customer) for a Completed Booking.

“Data Protection Legislation” shall be defined as any applicable law that relates to the protection of individuals with regards to the processing of personal data, including GDPR and all laws promulgated thereunder.

“Experiences” has the meaning as set out in the Background section.

"GYG Data" means the Intellectual Property Rights of GetYourGuide and the Content as provided to Partner under these Partner TCs and such other information from time to time owned or used by GetYourGuide or embodied or included in the GYG Platform or made available by GetYourGuide to Partner (e.g. rates and availability).

“GYG Partner ID” means an identification code used by GetYourGuide to associate customers with GetYourGuide partners.

“GYG Platform” has the meaning as set out in the Background section.

"GYG Platform Content" means such data, content or other information available on the GYG Platform including but not limited to activity information and descriptions, posted price, guest reviews, meta data, details of facilities and (cancellation/no show) policies and general terms of the activities (including any translations thereof) and photos, video, pictures (including any updates, modifications, replacements, additions or amendments).

“Intellectual Property Rights” means any patent, copyright, inventions, database rights, design right, registered design, trademark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain, e.g. .com, .de, .fr) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property rights subsisting in any territory or jurisdiction in the world.

“Login Credentials” means the user IDs, passwords, and any other information used to access the Partner Portal.

"Partner Booking Portal" is a solution offered via the Partner API which enables our travel agent partners to book our experiences for their own customers directly from the Partner Portal rather than the marketplace.“Partner Commission” means the commission payable to Partner as set out in clause 6.

“Partner Content” means content like blog articles, videos, images, photographs, or reels created by Partner for the purpose of this Agreement.

“Partner Customer” means either (i) if Partner accesses the Service via a widget or links to the GYG Platform, a customer who is identified by a tracking URL that contains Partner-specific query parameters, i.e. Partner’s GetYourGuide Partner ID, or (ii) if Partner accesses the Service via API, a customer who makes a booking for an Experience using the Partner's Platform (e.g. website or app) which implements GetYourGuide's Public Partner API; or (iii) if Partner is a Travel Agency, the customer for whom or on whose behalf the Travel Agency makes a booking through GetYourGuide's Booking Portal.

“Partner Information” means any information about Partners identity, including but not limited to its business registration, contact information, payment and tax information and any other relevant information reasonably requested by GetYourGuide upon Partner’s registration and/or in the Partner Portal.

“Partner Payment Account” means the account designated by Partner upon Partner’s registration and/or in the Partner Portal for the purpose of receiving payments.“Partner Platform” has the meaning as set out in the Background section.

“Partner Portal” is a platform operated by GetYourGuide, enabling Partners to access GYG Platform Content, create affiliate links, upload and update Partner Information, download reports.

“Partner Program” means the program through which GetYourGuide agrees to make the GYG Platform available to Partner and Partner customer’s or Followers.

“Personal Data” shall be defined as per the EU General Data Protection Regulation 2016/679 (“GDPR”) or any equivalent data protection law or any personal data to be processed under these Partner TCs.“Service” has the meaning as set out in the Background section.

“Supplier” means a supplier who makes Experiences available for bookings through the Service.

“Travel Agency” has the meaning as set out in the Background section. -