January 2025

 

INTRODUCTION

This page provides landing page customers of Travel Audience GmbH with the terms and conditions under which Travel Audience Services are provided (“Travel Audience LP Terms”). These Travel Audience LP Terms are in addition to Travel Audience GmbH Terms and Conditions for Advertisers for advertiser customers.

These terms and conditions are applicable whenever referenced in an order, insertion order, contract, or other form of agreement (“Insertion Order” or “IO”) and together with such IO form the agreement between the customer referenced in such Insertion Order (the “Customer”) and Travel Audience GmbH (“Travel Audience”) for the Landing Page Service and form part of the “Agreement”, as further defined below.

The Agreement is made of:

a.     an applicable Insertion Order;
b.     the Travel Audience Data Protection Agreement (“DPA”)
c.     the Travel Audience LP Terms and Conditions located on this page (the “Travel Audience LP Terms”);
d.     Travel Audience GmbH Terms and Conditions for Advertisers if applicable and;
e.     the Travel Audience Product Privacy Policy (“Product Privacy Policy”)

which apply for the Landing Page Service in the order of precedence listed above. Any previous insertion order or commercial agreement for the same services as those ordered under the IO herein is terminated and replaced by such IO.

These Travel Audience LP Terms, DPA and the Product Privacy Policy, may be updated by Travel Audience from time to time by posting new versions and/or by electronic notice to customers. You are responsible for checking for updates from time to time. Continued use of the services after we post a new version is your acceptance of such new terms. The applicable version of the Travel Audience LP Terms and/or the Product Privacy Policy is initially the latest version available on this Amadeus Hospitality website at the date of signature by the Customer of the IO (or the first impression by Travel Audience in favor of the Customer if no IO has been signed by the Customer), then as subsequently amended.

Exceptionally, Travel Audience may post new versions and/or notify electronically Customer of changes to either the Travel Audience LP Terms and/or the Product Privacy which apply immediately to ongoing IO(s), thereby giving Customer an option to object to such new version. If the Customer does not object in specified deadline, it shall be deemed it accepted the new version with no objection.

Customer may provide a link to the Product Privacy Policy to the end-users of Customers in order to detail how personal data collected from such end-users is processed by Travel Audience.

 

1. DEFINITIONS 

For the purposes of the Landing Page Service, the following capitalized terms shall have the meaning assigned to them below unless explicitly stated otherwise in the IO or the Agreement:

“IO Effective Date” means the date upon which both parties have executed the respective Insertion Order. All terms and conditions of such Insertion Order shall become effective as of the Effective Date.

“Landing Page” means a web page where visitors land after clicking on a link in an online advertisement specifically designed for marketing or advertising campaigns that are subject to Travel Audience GmbH Terms and Conditions for Advertisers.

“Modifications” mean changes to the Landing Page pertaining to Customer Content, title, images, and other content or any changes to domain or subdomain, and template as agreed between the Parties under respective IO.

“Third-Party” means Customer’s designated third-party travel solution provider (e.g., a search & booking widget provider, tracking technology provider, etc.).

“Third-Party Services” means services, tools, search and travel booking widgets, or plugins provided by Third Parties upon the instruction of Customer and as agreed between the Parties under the IO or otherwise. For avoidance of doubt, these Third-Party Services are not owned or controlled by Travel Audience.

“Services” means building and hosting (as applicable) the Landing Page and all other agree upon services, as further described in Section 2 (Scope of Services) to this agreement.

 

2. SCOPE OF SERVICES

2.1       By signing an Insertion Order, Customer expressly instructs Travel Audience to provide the Services described in the applicable Insertion Order. Parties will discuss and agree on the dates to process IO. Customer accepts and agrees that Customer cannot cancel an Insertion Order without Travel Audience written consent. The Services are for Customer’s exclusive use. In the event Customer wishes to make the Services available to any third party (including Customer Affiliates), Customer must obtain Travel Audience consent in writing.

2.2       Travel Audience will (i) as agreed by the Parties (e.g., in the IO or otherwise in writing) create, design, build and host Landing Page on behalf of Customer, (ii) provide an ongoing Landing Page maintenance service, including but not limited to website design, to the extent mutually agreed in writing and (iii) if agreed by the Parties in writing and subject to a separate fee, create, design, build and host subpage, website updates and other ancillary services as set forth in the Insertion Order.

2.3       Customer shall publish the Landing Page on a domain or subdomain provided and designated by Customer and notified to Travel Audience and shall ensure that the domain or subdomain is active and that the link to the Landing Page is functional and accessible. All intellectual property rights related to the Services shall automatically vest in Travel Audience without further action and shall be subject to the protections set forth in Section 8 (Intellectual Property) related to Travel Audience Content, as defined therein.

2.4       As part of Services, Travel Audience may facilitate the integration of Third-Party Services as suggested by Travel Audience. Travel Audience shall not be held responsible for any issues, damages, or losses arising from the use or functionality of these Third-Party Services. This includes, but is not limited to, issues related to data privacy, security, accessibility, compliance, or any operational failures. Travel Audience responsibility is limited solely to the operation and functionality of the Landing Pages. The Customer acknowledges that the use of Third-Party Services is at their own risk and discretion and Customer shall be solely responsible for ensuring their safety and suitability within Customer’s operating environment. The Customer is responsible for reviewing and complying with the terms and conditions of any Third-Party Services used in conjunction with the Landing Pages. The Customer agrees to indemnify and hold Travel Audience harmless from any claims, losses, damages, liabilities, including legal fees, arising out of or in connection with the use of Third-Party Services.

2.5       Provided it is not otherwise instructed by Customer under the IO or other means of written communication, Travel Audience is instructed herein by the Customer to place its Travel Audience group tracking technology and/or third-party tracking technology in Landing Page. With respect to tracking technologies provided by Third-Party providers, Parties shall agree on the providers of such technology in writing. Travel Audience shall not be responsible for and makes no warranties of any kind regarding tracking technologies provided by Third-Party providers.

2.6       Subject to Customer’s compliance with the Agreement and the IO including, without limitation, any payment terms, Travel Audience grants Customer a personal, non-exclusive, non-transferable, worldwide license to use and exploit the Landing Page (the “Licensed IP”) for the term of the respective IO (“License”). Such rights under the License shall be limited strictly to those services set out in the IO and the rights set out in the Agreement.  Customer shall not in any case either directly or via a third party: (i) sub-license, assign or novate the benefit or burden of the License granted above in whole or in part; (ii) allow (through any act or omission) the Licensed IP to become the subject of any charge, lien or encumbrance; or (ii) deal in any other manner with any or all of its rights and obligations under the IO or the Agreement, without the prior written consent of Travel Audience.  Customer shall not, and shall not attempt to (and shall not authorize or allow any third party to or attempt to): (a) download or otherwise obtain a copy of any Travel Audience software or technology in any form; (b) reverse engineer or otherwise derive the source code of the foregoing or otherwise modify, reverse compile, disassemble, or translate the foregoing or create any derivative works thereof; or (c) use the Service on behalf of any third party or for any purpose other than as described in this Agreement; (d) sell, lease, license, sublicense, distribute or otherwise transfer in whole or in part the Service or use it as a service bureau; (e) post, send, process or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material violating of third party rights; (f) post, send, process or store material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (g) access or use the services or Travel Audience Content for purposes of benchmarking or competitive analysis, developing, using, or providing a competing product or service nor for any other purpose that is to Travel Audience’s detriment or commercial disadvantage.

 

3. ASSUMPTIONS AND UNDERSTANDINGS

3.1       Customer understands and acknowledges that:

3.1.1         Unless otherwise agreed by Travel Audience in writing, Customer shall provide Travel Audience with all Customer content, information, and materials as required to design, create and maintain the Landing Page (“Customer Content”). Such Customer Content shall be subject to the Customer Content Warranty described in Section 8 (Intellectual Property). Customer shall grant the Travel Audience access to any systems, platforms, or tools that are necessary for the creation, testing, and deployment of the Landing Page, and provision of Services subject to security and confidentiality measures and protocols communicated by the Customer in writing if any.

3.1.2        Subject to additional fees, Customer may submit written requests for approval to Travel Audience for Modifications to the Landing Page no more frequently than once per quarter or as otherwise agreed between the Parties in writing. While Travel Audience will use reasonable efforts to accommodate such requests including any related timelines, Customer understands and agrees that Travel Audience’ provision of such Modifications (including but not limited to timing) is subject to the availability of Travel Audience’ internal and externally available resources and that Travel Audience shall not be obligated to adhere to such timelines.

3.1.3        Customer shall be responsible for Customer Content and its use of the Landing Page and any consequence arising from such use. Travel Audience does not endorse, nor it is responsible for the reliability, accuracy, completeness or truthfulness of Customer Content and other information posted in the Landing Page. Travel Audience is not obliged to monitor or to correct any erroneous or deceptive statements posted in the Landing Page. Customer agrees that it will ensure with respect to the Landing Page compliance with all applicable laws and regulations and any applicable policies.

3.1.4        Any delays in Customer feedback that impact the Campaign’s start date under respective IO under Travel Audience GmbH Terms and Conditions for Advertisers will not alter Amadeus contractual obligations, and the Campaign will begin on the next available start date after the Landing Page is launched (“Landing Page Go Live Date“). Travel Audience will not be held liable whatsoever for any negative impact on the campaign’s performance due to the Customer’s delay in providing Customer Content, its feedback or any other necessary materials, review, approvals or input.

3.1.5      Customer shall keep Amadeus promptly informed of any investigation or enforcement action by a regulatory authority with respect to “Corrupt Practice” meaning (without limitation) offering, giving, receiving or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party; bribery (including facilitation or grease payments), extortion or solicitation, trading in influence, fraud, abuse of power, cartels, embezzlement and money laundering or a violation of law and shall provide all details thereof as reasonably requested by Amadeus. Amadeus shall have the right to terminate the Agreement upon thirty (30) days written notice to Customer should Customer become the subject of any investigation or enforcement action by a regulatory authority or Amadeus has a reasoned suspicion that Customer is involved in Corrupt Practices.

 

4. REVISIONS

4.1       Changes to the terms of IO, including, without limitation changes to its scope, require the mutual agreement of the Parties and may be subject to additional fees, which shall be documented in the form of a mutually executed IO Amendment.

4.2       The Parties shall adhere to the following workflow for all Landing Page requests:

4.2.1        Customer submits a formal, written campaign request to Travel Audience;
4.2.2       Travel Audience reviews the request and indicates its approval or disapproval (as well as any conditions and limitations, as applicable)
4.2.3       If approved, the Parties execute an IO which shall indicate, among other details, whether Customer or Travel Audience will create the Landing Page;
4.2.4       Customer will be solely responsible for creating and providing any Customer Content thereon, including, without limitation, any graphics or text content in compliance with the provisions of this Agreement;
4.2.5       Before Landing Page Go Live Date, Travel Audience will provide Customer with 2 (two) rounds of revision (“Round of Revision”), which shall be subject the following parameters and sequence of steps:

a.     Customer receives the Landing Page deliverable from Travel Audience (“Deliverable”) and Travel Audience submits a request to Customer for approval (“Approval Request“);
b.     Customer reviews the Deliverable;
c.     Customer sends all change/revision requests (if any) as a single written update that includes all information reasonably requested by Travel Audience in order to understand the request;
d.     Travel Audience reviews the change/revision requests and notifies Customer of any timelines, and other information deemed necessary by Travel Audience in order to process the request if applicable;
e.     Travel Audience incorporates the approved changes in the Approval Request;
f.      If Customer has an additional change/revision request, steps under sub-clause c), d) and e) herein shall apply;

4.2.6       Customer provides written approval that the Round of Revision has been completed (“Approval Confirmation”). If Travel Audience does not receive the Approval Confirmation within seven (7) days of the date on which it submitted the Approval Request, the Approval Confirmation will be deemed to have been given before Landing Page Go Live Date.

 

5. DELIVERABLES AND LANGUAGES

5.1       Each Party shall designate a single point of contact or account manager for purpose of performing the Services under this IO who shall be responsible for maintaining correspondence, managing the project, establishing timelines, and approving or submitting any Deliverables (“Project Manager”). Customer understands and agrees that Travel Audience’ ability adhere to any timelines requested by Customer depends upon many factors, including but not limited to the responsiveness of Customer in providing feedback and the provision of requested Customer Content (defined below in Section 8 (Intellectual Property)), and the availability of Travel Audience’ staff. Travel Audience shall provide its reasonable commercial efforts to meet timelines discussed, however Travel Audience does not represent or warrant to meet any timelines and deadlines.

5.2       Unless otherwise expressly approved by Travel Audience in writing, the Landing Pages will be provided in English. All translations of the Landing Pages or any subpages shall be provided by the Customer.  Customer understands and agrees that:

5.2.1        Travel Audience shall not be responsible for ensuring and makes no warranties, express or implied regarding the accuracy, completeness, suitability, or content of any Landing Page translations and Customer assumes all risks associated therewith (which Travel Audience expressly disclaims);
5.2.2       Travel Audience will not review the translated Landing Pages;
5.2.3       Travel Audience’ sole obligation will be to display the translated Landing Page as provided by the Customer.; and
5.2.4       Travel Audience shall not be responsible for any translation delays, adherence to timelines, or other scoping issues or project dependencies arising from the provision of translated Landing Pages, however caused, and by any party (including without limitation, any Force Majeure event defined in this Agreement or due to in whole or part to third-party acts or omissions.

 

6. INVOICING AND PAYMENT

For the services Travel Audience provide to Customer under this Agreement, Customer must pay to Travel Audience the fee for creation, design and build up of the Landing Page (“Set Up Fee“) and other charges described in the corresponding IO. Travel Audience will issue an invoice to Customer and Customer must pay Travel Audience the amount detailed in the invoice no later than thirty (30) days of invoice date. If no currency is specified in the IO, then the sums on the IO and payment currency for the Services shall be in Euros. Customer understands that Travel Audience fees do not include banking and other financial costs and that Customer is responsible for paying those. If Customer does not pay the amounts due by the due date, Travel Audience shall be entitled to (i) suspend the Services; (ii) postpone the Landing Page Go Live Date and (iii) may charge Customer interests on those amounts at the rate of 6 percentage points above the twelve-month EURIBOR rate, charged on a 360-day basis with interest compounding annually, or, if less, the greatest amount allowed by applicable laws.

 

7. MAINTENANCE

Travel Audience will ensure that its Project Manager or a designee is available to process and review Customer Modifications requests during standard Travel Audience business hours within their work location. Customer understands and agrees that there may be certain delays and/or limitations in response because Travel Audience (in certain cases) may need to obtain guidance from Third Party or due to other business or technical considerations.

 

8. INTELLECTUAL PROPERTY

8.1       Customer acknowledges and agrees that, Travel Audience (or Travel Audience’s Affiliates or licensors, as the case may be, or as designated by Travel Audience, a third party licensor) owns and retains all worldwide right, title, and interest in and to the Landing Page, the Services and Deliverables and any and all ancillary services it provides, including layout, functionality, templates, and general design and/or look and feel of the Landing Page, .html, java scripts or other programming code and tools, any software, documentation, information, or other content, data, information or other intellectual property of Travel Audience and/or derivative works thereto (“Travel Audience Content”) except Customer Content as defined below. In addition, Customer will provide reasonable assistance to Travel Audience, at Travel Audience’ expense, to protect its rights to the Travel Audience Content, including without limitation, executing documentation evidencing such intellectual property rights.

8.2       If Customer provides Travel Audience with any content (including but not limited to text, images, videos, etc., but excluding Travel Audience Content), and irrespective of such content being intellectual property produced by a third-party for Travel Audience to include in the Landing Page (“Customer Content”), Customer represents and warrants that: (i) it has the necessary intellectual property and other rights, holds all the licenses, and has obtained all necessary approvals, consents and authorizations for the Customer Content to provide it to Travel Audience to utilize it as part of the Landing Pages and to publish and distribute the Customer Content without violating any applicable laws or intellectual property rights; and (ii) the Customer Content shall not be offensive, illegal, discriminatory, fraudulent, false, misleading, libelous, defamatory, derogatory, harassing, threatening, abusive, obscene, pornographic, profane, offensive, inciting, hateful, or otherwise objectionable, nor will it encourage conduct that would be illegal, or, in Travel Audience’ reasonable opinion, be likely to harm the reputation of Travel Audience or its affiliates (collectively, the “Customer Content Warranty”).

 

9. DATA PROTECTION

The Parties agree that, in the event that Travel Audience processes any Personal Data on behalf of the Customer under this Agreement, the provisions of the Data Processing Agreement (available at: https://www.amadeus-hospitality.com/travel-audience-data-processing-agreement/) are hereby made a part hereof and shall form an inseparable part of the Agreement.

 

10. LICENSE PERMISSIONS

Customer represents and warrants that it has obtained on Travel Audience’s behalf, and will maintain during the term of the IO, all rights, licenses and/or permissions needed for Travel Audience to develop and publish the Landing Page, including without limitation the right to use and publish the Customer Content.

 

11. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTY

TRAVEL AUDIENCE WILL NOT HAVE ANY LIABILITY ARISING FROM OR RELATED TO (I) ANY ACTS, OMISSIONS OR INCIDENTS OF CUSTOMER OR A THIRD PARTY INCLUDING, WITHOUT LIMITATION, ANY BREACH OF THE  IO, THE AGREEMENT, OR APPLICABLE LAW; OR (II) ANY CONTENT OF THE LANDING PAGE OR ANY USE OF THE LANDING PAGE BY EITHER CUSTOMER OR A THIRD PARTY, OR ANY MATTER INDEMNIFIED AGAINST PURSUANT TO THIS SECTION 11.

NEITHER PARTY WILL BE LIABLE FOR ANY LOST DATA, INACCURATE DATA, UNTIMELY DATA, INDIRECT DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, LOST REVENUES OR LOST PROFITS IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.

NOTWITHSTANDING AS OTHERWISE SET FORTH IN THIS SECTION 11, THE AGGREGATE LIABILITY OF TRAVEL AUDIENCE, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, CONTRIBUTION, OR OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, FOR CLAIMS ASSERTED IN CONNECTION WITH THIS IO, SHALL NEVER EXCEED THE TOTAL FEES PAID UNDER THE RESPECTIVE IO.

CUSTOMER WILL, AT ITS EXPENSE, INDEMNIFY, DEFEND AND HOLD TRAVEL AUDIENCE AND ITS AFFILIATES (“TRAVEL AUDIENCE INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ALL THIRD PARTY CLAIMS, SUITS, DEMANDS OR JUDGMENTS (“CLAIMS”) MADE AGAINST ANY SUCH TRAVEL AUDIENCE INDEMNIFIED PARTIES UNDER ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION ACTIONS IN THE FORM OF TORT, WARRANTY, OR STRICT LIABILITY) RESULTING FROM OR ARISING OUT OF THE PRACTICE OR USE OF ANY OF THE LANDING PAGES (OR ANY PART THEREOF) BY CUSTOMER, ANY OF ITS AFFILIATES OR ANY OF ITS SUBLICENSEES, OR CONCERNING ANY PRODUCT, PROCESS, OR SERVICE THAT IS MADE, USED, OR SOLD PURSUANT TO ANY RIGHT OR LICENSE GRANTED BY TRAVEL AUDIENCE UNDER THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, ANY CLAIMS IN CONNECTION WITH (I) THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT AND DATA PROCESSING AGREEMENT (II) THE CUSTOMER CONTENT, LANDING PAGE (INCLUDING USE THEREOF) AND (III) THE PRODUCTS, SERVICES, ACTS OR OMISSIONS OF A THIRD PARTY OR CUSTOMER.  CUSTOMER WILL PAY ALL DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS (WHETHER BY SETTLEMENT OR AWARD BY A FINAL JUDICIAL JUDGMENT) INCURRED BY THE TRAVEL AUDIENCE INDEMNIFIED PARTIES FROM ANY SUCH CLAIMS.

CUSTOMER AGREES THAT THE REQUIREMENTS AND DELIVERABLES LISTED IN THE IO MEET ALL CUSTOMER’S BUSINESS NEEDS AND THERE ARE NO FURTHER REQUIREMENTS IN CONNECTION WITH THIS IO. ANY REQUIREMENTS AND SPECIFICATIONS NOT INCLUDED ARE SPECIFICALLY EXCLUDED. IT IS CUSTOMER’S OBLIGATION TO DETERMINE WHETHER THE LANDING PAGE MEET ITS OWN BUSINESS REQUIREMENTS AND TRAVEL AUDIENCE EXPLICITLY DISCLAIMS ANY LIABILITIES RELATED THERETO.

EACH PARTY REPRESENTS AND WARRANTS THAT:

• IT HAS THE LEGAL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, INCLUDING THE GRANT OF RIGHTS SET OUT IN THIS AGREEMENT; AND
• IN THE PERFORMANCE OF THE IO, EACH PARTY AND SUCH PARTY’S SHAREHOLDERS, DIRECTORS, OFFICERS, AND EMPLOYEES, AND SUCH PARTY’S AGENTS AND REPRESENTATIVES, WILL COMPLY WITH ALL KNOWN AND APPLICABLE LAWS INCLUDING BUT NOT LIMITED TO ANTI BRIBERY AND CORRUPTION LAWS. OTHERWISE, THE TRAVEL AUDIENCE SERVICES ARE NOT SUBJECT TO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT, AND TRAVEL AUDIENCE EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.

 

12. ADA COMPLIANCE

Travel Audience will use commercially reasonable efforts to assist Customer to develop Landing Pages that comply with applicable laws, policies, rules, and regulations (“Accessibility Laws”), but Customer understands and agrees that Travel Audience does not provide any legal advice, and is not familiar with laws applicable to Customers industry, and that  Customer is solely responsible for determining the applicability of the Accessibility Laws and regulations to its Landing Pages and the content, features, and functionality therein. Customer further understands and agrees that it is not known how or whether the Accessibility Laws applies to Landing Pages, and if it does apply to Landing Pages, what exact processes are required in order for a Landing Page to be considered “accessible” under the Accessibility Laws. Therefore, Travel Audience’s indemnity obligations under Agreement do not and will not include any claims, costs, expenses, or damages related in any way to the Accessibility Laws or similar regulations.

 

13. USE OF THIRDPARTY APPLICATIONS

13.1       CUSTOMER UNDERSTANDS AND AGREES THAT ANY WIDGET, CODE, SCRIPT, OR TOOL PROVIDED BY CUSTOMER OR A THIRD-PARTY FOR INCORPORATION, LINK, OR CONNECTION TO THE LANDING PAGE PROVIDED TO CUSTOMER IS CONSIDERED A THIRD-PARTY SERVICE. TRAVEL AUDIENCE MAY REJECT A REQUEST TO INCORPORATE, LINK, OR CONNECT WITH A THIRD PARTY AT ITS SOLE DISCRETION. UPON ACCEPTANCE, THE PARTIES MAY ENTER INTO A MUTUALLY AGREED INSERTION ORDER, WHICH MAY INCLUDE ANY APPLICABLE FEES PAYABLE BY CUSTOMER TO TRAVEL AUDIENCE.

13.2       CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT TRAVEL AUDIENCE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY SERVICE INCLUDING ANY THIRD-PARTY SEARCH AND TRAVEL BOOKING WIDGETS DOWNTIME OR DEGRADATION CAUSED THEREBY. IF CUSTOMER OR TRAVEL AUDIENCE ENCOUNTERS ANY ISSUES RELATED TO OR IN ANY WAY IMPACTING THE SECURITY OR PERFORMANCE OF THE LANDING PAGE OR ANY OTHER CUSTOMER OR TRAVEL AUDIENCE IT ENVIRONMENT, TRAVEL AUDIENCE MAY CEASE PROVIDING THE THIRD-PARTY SERVICE IMMEDIATELY UPON PRIOR WRITTEN NOTICE WITHOUT LIABILITY OR AMENDMENT TO THIS AGREEMENT. FOR CLARITY, THE FOREGOING APPLIES TO ALL FUTURE THIRD-PARTY SERVICES AND CUSTOMERS’ CURRENT THIRD-PARTY SERVICE PROVIDERS.

 

14. TERM

The IO will become effective on the IO Effective Date and will terminate upon expiry of the Agreement. All sections of such IO, which by their nature are intended to survive the expiration or termination of this IO will so survive, including without limitation confidentiality provisions, Section 5 (Invoicing and Payment), 8 (Intellectual Property), 9 (Data Protection), 11 (Limitation of Liability; Indemnification; Warranty), 12 (ADA Compliance) and 15 (Termination).

 

15. TERMINATION

15.1       Either Party may terminate the Agreement:

1. 1. upon giving fifteen (15) days’ written notification to the other Party, if the other Party commits any material breach of this Agreement or a number of breaches that collectively constitute a material breach and such breach is not cured within fifteen (15) days of a written notice requiring remedy;
   2. in the event bankruptcy proceedings are commenced with respect to the other Party or it takes any steps towards liquidation, makes an assignment for the benefit of its creditors or ceases to be operational, provided, however, that all moneys owed to it under this Agreement prior to the date of termination shall be immediately due and payable.
   3. in the event performance of an Agreement is substantially hindered for Force Majeure event.

15.2       If the Campaign under Travel Audience GmbH Terms and Conditions for Advertisers is terminated in accordance with the said terms, Customer shall be liable to pay all costs incurred by Travel Audience up to the date of termination, including but not limited to any outstanding fees, expenses, all production costs and any other expenses or charges incurred or committed by Travel Audience prior to the date of termination in connection with development, planning or preparation of any Landing Pages and any other charges related to the services provided.

15.3       Termination or expiration of an Agreement will not affect any accrued rights of either Party. On termination or expiry of an Agreement for whatever reason, each Party shall pay any amounts owed to the other Party in accordance with the terms of the Agreement. For avoidance of doubt, if Travel Audience has already created the landing page, Customer shall be liable to pay the entire Set Up Fee as foreseen in IO.

 

16. ASSIGNMENT

Neither Party shall transfer or assign this Agreement, including assignment resulting by virtue of a change of control, or any right or obligation hereunder, without the prior written consent of the other Party. Notwithstanding the above, Travel Audience has the right to transfer or assign this Agreement, or any right or obligation hereunder, to (i) Third Parties in accordance with the Customer’s instruction under IO; (ii) any of Travel Audience Affiliates, and/or (ii) to any entity that acquires substantially all of Travel Audience assets or otherwise acquires control of Travel Audience.

 

17. INDEPENDENT CONTRACTORS

Nothing in this Agreement is intended or shall be construed to create or establish an agency, a partnership or a joint venture relationship between the Parties to this Agreement, or, as constituting either Party as the agent or representative of the other for any purpose in any manner whatsoever.