Service Terms
Viator

The following specifications relate to the integration of services from Viator (the “Integration”) in the Nezasa Platform. They can be changed or updated by Nezasa on its sole discretion at any time.
Any capitalised terms not otherwise defined in these Service Terms shall have the meanings set forth in the Annex 1 to the General Terms and Conditions.

1. Functionality

The Integration allows the End User to access the following “Product Information”:

1.1. Price, availability, currencies, data, descriptions, editorial, images, maps, options, tables, text, codes, supplier information and terms and conditions of reservation, cancellation, refund and redemption of “Travel Products” such as tours, excursions, activities, venues, accommodations and related services from third-party suppliers.

Based on the above stated information, the following actions can be performed using the Integration and the Nezasa Platform:

2.1. Select, display, price, and sell all or some of the Travel Products at their discretion.

2. Licence

The usage of the functionality is constrained along the following terms:

2.1. Viator grants the Customer a royalty-free, world-wide, limited, non-transferable, non-assignable, non-exclusive license for the Term to access the Integration to reproduce, incorporate, integrate and display the Product Information solely through Customer’s channels for the sole purpose of promoting Travel Products and selling them to End Customers.

2.2. The license rights granted are personal to the Customer and Customer may not assign, mortgage, charge or grant any liens or other rights in or to the license rights or otherwise transfer or sublicense the license rights, without the prior written consent of Viator. Without limiting the generality of the foregoing, Customer shall not allow the display or use of the Product Information through any web site or system other than Customer’s channels.

3. Customer Obligation

When using the Integration, the Customer adheres to the following obligations in addition to the provisions stated in the General Terms and Conditions:

3.1. Customer will be the merchant of record for all sales of Travel Products to End Customers and will be responsible for charging and collecting all amounts payable for transactions from End Customers.

3.2. Customer will ensure that all of the required Product Information for those Travel Products is available for display to the User.

3.3. Customer shall not alter, modify or amend the Product Information in whole or in part.

3.4. Customer shall not systematically analyze or extract information (including guest reviews) from the Integration and shall not copy, in whole or in part, the look and feel or content of the Integration.

3.5. Customer shall acknowledge and accept the conditions specified in the Product Information applicable to each reservation (e.g., with respect to changes, cancellations and refunds)

3.6. Confidentiality: Customer will treat as Confidential Information according to Section 12.1. of the General Terms and Conditions any confidential and proprietary information of Viator including, but not limited to, information relating to Viator’s services, financial matters, pricing, products, operations, research and engineering processes and these Service Terms.

3.7. Data Security: Customer shall comply with the following obligations with respect to the collection, storage and processing of Customer Data:

3.7.1. Take appropriate measures to secure the secrecy and confidentiality of Customer Data and to protect Customer Data from unauthorized access, use or publication;

3.7.2. Only process Customer Data for the purposes permitted under the Agreement;

3.7.3. Maintain technical and organizational security measures sufficient to ensure its compliance with its obligations under all applicable data security and privacy laws and regulations;

3.7.4. Allow Viator to verify Customer’s compliance with said requirements on reasonable notice and provide Viator with evidence of such compliance; and

3.7.5. Notify Viator as soon as practicable in the event of any actual or suspected data security breach that may involve or affect Customer Data and provide Viator with such cooperation and assistance as may be required to mitigate against the effects of any such breach.

3.8. Intellectual Property: Customer agrees and acknowledges that the Viator service, including, without limitation, all Product Information, together with all documents and intellectual property related thereto, are the sole property of Viator or its suppliers. Customer may not display, use or reproduce such materials, technology and information for any purpose, other than as expressly permitted under these Service Terms.

3.9. Customer’s domain names shall not contain the word Viator (or any similar misspelling of) nor contain words relating to Viator or Viator’s parent TripAdvisor LLC., or to any trademarks owned or licensed by Viator or TripAdvisor or Travel Product suppliers.

3.10. Customer is not authorized (directly or indirectly) to purchase, acquire, use or integrate trademarked terms or trademarked keywords (including variations and misspellings) that are identical or strikingly similar to those used by Viator or its Suppliers applicable to Travel Products or any related internet-domain names in association with advertising through paid search entries or other forms of online-advertising on platforms of third parties.

3.11. During the then valid Term and for one (1) year thereafter, Customer shall not solicit any Travel Product suppliers for the purpose of selling, directly or indirectly, such supplier’s Travel Products in any venture that is competitive to Viator.

3.12. Customer will provide the Viator E-ticket to the End Customer and advise the End Customer to present the E-ticket to the Travel Product supplier to redeem the Travel Product reservation. Customer will not present their own E-tickets in lieu of the Viator E-ticket.

3.13. Customer represents, warrants and covenants that Customer’s channels will not contain or display any prohibited materials, i.e.any content that is offensive or illegal including, but not limited to, defamatory or potentially defamatory, offensive, abusive or indecent, blatant expressions of bigotry, racism, sexism, ageism, hatred or profanity, information about illegal activities, material promoting harm or injury to any group or individual, any content likely to breach confidence, copyright, privacy and other rights.

In case of non-adherence to the obligations by the Customer:

3.14. Viator shall have the right to suspend the Customer from accessing and using the Integration in the event that Viator reasonably believes that Customer is in violation of any of the foregoing.

3.15. To the extent permitted under applicable law, the Customer’s liability with respect to the sale of Travel Products from the Integration is less than or equal to the aggregate amount paid by the End Customer with respect to all such Travel Products.

3.16. Nezasa reserves the right to immediately terminate the Integration in case of a material breach of these Service Terms according to 6.4

3.17. Viator reserves the right to immediately terminate the Integration according to 6.5

4. Supplier Provisions

The supplier grants the following:

4.1. Viator may not be able to verify that all Product Information provided by Suppliers is accurate or timely and Viator disclaims all liability with respect thereto.

4.2. Viator reserves the right to amend, restrict, suspend or terminate Travel Products and/or Product Information at Viator’s sole discretion.

4.3. Viator may not, without at least ninety (90) days prior notice (i) withdraw a substantial portion of the Travel Products (unless the applicable Supplier ceases to offer or withdraws such Travel Product); or (ii) withdraw a substantial portion of the Product Information.

4.4. Viator shall be responsible for payment to Suppliers for all fulfilled reservations of Travel Products.

4.5. In case a Travel Products is not identified as non-cancellable or non-refundable Viator shall use its commercially reasonable efforts to cancel with the Travel Product supplier any reservation, and if applicable, provided that Viator receives an electronic notice from the Customer specifying the cancellation at least forty-eight (48) hours prior to the travel date associated with such reservation.

4.6. Viator represents, warrants and covenants it has the authority to supply the Travel Products to the Customer for display, offer and sale through Customer’s channels.

4.7. Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, VIATOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRAVEL PRODUCTS, PRODUCT INFORMATION OR OTHER SUBJECT MATTER UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. VIATOR DOES NOT GUARANTEE THAT THE VIATOR API OR PRODUCT INFORMATION WILL BE CONTINUOUSLY AVAILABLE, ACCESSIBLE, TIMELY, OR ERROR-FREE OR THAT THE RESERVATION ACKNOWLEDGMENT, THE E-TICKET OR THE ETICKET LINK WILL BE CONTINUOUSLY AVAILABLE, ACCESSIBLE, TIMELY, OR ERROR-FREE.

5. Nezasa Provisions

Nezasa grants the following:

5.1. All first line customer service to Customers will be provided by Nezasa

6. Term and Termination

6.1. These Service Terms shall be effective as of the Effective Date of the respective Purchase Order and, unless earlier terminated as provided herein, shall remain in force for the duration of the Purchase Order.

6.2. Either party may terminate the Integration, by providing written notice to the other party, delivered not less than thirty (30) days prior to the end of the then valid term.

6.3. Either party may terminate the Integration without penalty for any reason by providing at least sixty (60) days prior written notice to the other party.

6.4. Either party may immediately terminate the Integration by written notice to the other party in the event:

6.4.1. The other party materially breaches these Service Terms in a manner incapable of remedy;

6.4.2. The other party materially breaches these Service Terms in a manner capable of remedy and fails to remedy the breach within thirty (30) days of receipt of written notice specifying the breach; or

6.4.3. The other party passes a resolution for its winding up, a court of competent jurisdiction makes an order or the other party’s winding up or dissolution or makes an administration order in relation to the other party or appoints a liquidator in relation to the other party, or a liquidator, trustee, supervisor, receiver, administrator, administrative receiver or encumbrancer takes possession of or sells sixty percent (60%) or more of the assets of the other party or the other party makes an arrangement or composition with its creditors generally (including any voluntary arrangements) or makes an application to a court of competent jurisdiction for protection from its creditors generally.

6.5. Immediate Termination. Viator may immediately terminate the Integration by written notice if: (a) it discovers, or suspects on reasonable evidence, any fraud, bad faith, or willful misconduct in the display, pricing, offer or sale of the Travel Products through Customer’s channels; or (b) any prohibited material is made available through Customer’s channels.

6.6. Effect of Termination. Upon termination or expiration of the Integration:

6.6.1. The licenses and rights granted will immediately terminate and Customer will immediately cease using the Integration and the Product Information and will remove all Product Information from the Customer’s channels.

6.6.2. Customer will immediately cease issuing reservations and Viator will immediately cease acknowledging reservations.

6.6.3. Any rights or remedies of either party arising from any breach of the Service Terms will continue to be enforceable.

7. Miscellaneous

Section 18 of the General Terms and Conditions shall also be applicable to these Service Terms and the respective Purchase Order.

Nezasa AG
Sihlstrasse 99
8001 Zurich
Switzerland

 

Version 1.0 | 24 January 2020