Partners' Terms and License Agreement

Partners’ Terms of Service and License Agreement

In this Terms of Service and License Agreement we describe important information pertaining to your usage of the Almien platform, including your legal rights, conflict resolutions and obligations. By interacting, accessing, using or otherwise being on the Almien platform/website, you the user agree to comply with and are bounded by these Terms of Service and License Agreement.

This agreement is entered into between Almien LLC (“Almien”) and the owner of the company named in the “Partner Details” below. Almien is a company registered through the articles of organization under Section 203 of the Limited Liability Company Law, which are under the laws of the United States of America. The registered number with the N.Y.S. Department of State Division of Corporations and State Records is DOS ID: 5461348 and the Department of The Treasury Internal Revenue Service’s Employer Identification Number is EIN: 83-2883443. The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The Secretary of State of New York can be reached at 123 William Street, New York, NY 10038-3804, USA.

Almien agrees to provide software as a service (“SaaS”), marketing, and information technology, and data processing services to the Partner and to promote the services and products from the Partner’s company for bookings via the Almien platform, on Almien.com, by third party users/customers, here forth known as the “Costumers”.

This agreement comes into effect when you register as a partner on Almien.

Almien Standard Service Fee (%): 15% of the Booking Price.

Key Words:

Below are the definitions of the key words throughout this document here forth known as the “Agreement”.

“Agreement” shall mean this agreement including the “Partner Details” page and all appendices to this document.

“Customers” refers to anyone who purchase or use the services or products providing on the Almien platform by Almien’s partners, this term includes users, patients and clients.

“Services and Products and Product and/or Service” refers to all the services and products, including medical care, procedures, treatments, activities, experiences, accommodation, retreats and events in the Company, which prior to being booked by anybody, the Partner is able to make available to Customers on any given day that the Company is open for business (i.e. regardless of season, day of the week or popular travel dates).

“Partner Listing APP” refers to the online platform provided by Almien to the Partner to support the management and administration of the Partner’s listings of their products and services on the Almien platform, including availability, rates and reservation management, space and time management and other reporting requirements.

“Booking Price” means the total price, in U.S. currency specified by the Partner, which the Partner quotes through the Partner Listing App for a customer to receive the services or products at the Company of the Partner.

“Cancellation Fee” means the fees applied to Customers for canceling their reservation prior to providing the service or product.

“Cancellation Period” means the period during which a Customer may cancel a booking without incurring a Cancellation Fee.

“Customer Card Details” refers to a Customer’s credit or debit card details, which a Customer provides to Almien during the time of making a booking/reservation on the its platform.

“Almien Websites” shall mean any websites operated by Almien and any other websites or technology platforms in respect of which a licensing agreement exists to utilize Almien’s technology for the purposes of processing online booking/reservations, save for the Partner Websites.

“Partner” shall mean the individual, business or corporate entity, which owns the Company.

“Property” shall mean the physical place where the Partner provides the product, service or accommodation to the Customer. This includes hospitals, clinics, hotels, spas, studios, beauty centers, salons, saunas, restaurants etc.

“Partner’s Websites” shall mean any website operated by the Partner that incorporates the Almien platform.

“Login” means the account login given to a Partner to enable it to set up an account with and accept bookings from Almien via a Website.

“Term” shall mean the term of this Agreement as specified in clause 10.1.

PARTNER’S OBLIGATIONS

1.1. Almien has a strategic objective to be associated only with third party providers of high quality, value-for-money products and services, who operate their business in a manner that protects the integrity and value of the Almien brand. The Partner is aware that Customers booking through the Website are entitled to expect a certain level of service from the Partner and, accordingly, the

Partner agrees that throughout the Term it will:

1.1.1. honor all bookings made through the Website (and perform all checks necessary to be able to do this), including bookings made during special event periods;
1.1.2. ensure that all Customers are treated equally (in particular with regard to gender, race, religion, disability and sexual orientation) both at the time of bookings and during the Customer’s stay at the Property;
1.1.3. respond in a timely manner in relation to any and all queries from Almien and/or Customers;
1.1.4. grant and provide to Almien, to the extent it is operationally practical for the Partner to do so without incurring the risk of over-bookings and poor Customer experience, access to all its Available Product, Service or Accommodation as are for sale/available via any and all other online distribution channels

(including via the Partner’s own website(s)) on a no less favorable basis and always on a real time basis (i.e. first come first served) and with “availability”. This obligation will not apply in respect of any Product, Service or Accommodation which are only ever offered via the Partner’s own website and which are never made available to any third party booking websites.

1.2. In any circumstances where the Partner cannot honor a Customer booking, it shall:
1.2.1. find (without recourse to Almien) and provide an equivalent (or superior) Service or Accommodation for the Customer for the applicable stay (equivalent in terms of price, location, and facilities) at no extra cost to the Customer other than any balance outstanding from the original booking; OR
1.2.2. in the event that the Customer chooses not to accept the alternative service or accommodation offered by the Partner pursuant to clause 1.2.1 (above) refund (without recourse to Almien);
1.3. The Partner warrants that it possesses (and undertakes to maintain throughout the Term) all such licenses, permissions, permits and approvals as are necessary so as to allow service and accommodation at the Property to be provided lawfully to Customers (including, without limitation, all such health and safety licenses, permissions, permits and approvals as are required by any relevant authority).
1.4. The Partner hereby warrants that it currently possesses (and undertakes to maintain throughout the Term) a comprehensive insurance policy / policies with a reputable insurer to cover:
1.4.1. all risks that do or may relate to and/or arise out of the performance of this Agreement and/or the provision of the Hospital, Clinic or Travel Services and in respect of which a reputable and prudent medical facility, commercial space or accommodation and/or travel services provider would normally obtain insurance including (by way of example and without limitation): (i) occupier’s liability, (ii) public liability insurance and (iii) all other risks which it would be reasonable to insure against including cover for death, personal injury and illness (including all legal costs of both the Customers concerned and the Partner) of or suffered by the Customers and/or the Partner’s employees, agents and representatives

arising, directly or indirectly, from any act(s) and/or default(s) by the Partner and/or any person(s) employed, contracted or instructed (directly or indirectly) by the Partner (including employees, agents, suppliers and sub-contractors of the Partner) and/or any use of the Property; and

1.4.2. the full amount of all sums which it is reasonably foreseeable could potentially become payable pursuant to all or any of the indemnities provided by the Partner under this Agreement.
1.5. The aforementioned level of insurance cover held by the Partner shall be kept under review by the Partner to ensure its adequacy and shall, in any event, at all times be at a level which a reputable, reasonable and prudent medical facility, commercial space or accommodation and/or travel services provider would hold.
1.6. The Partner will produce to Almien (on request) satisfactory evidence of the existence and renewal of the insurance policies referred to in clause 1.4.
1.7. The Partner warrants that this Agreement has been executed by its duly authorized representative.
1.8. The Partner will keep its (Manager) Logins for Almien-provided software e.g. (Inbox) confidential and will only allow individuals who are validly authorized by the Partner to use the Login or to access any part of the Almien Websites.
1.9. The Partner is responsible to Almien for all activities carried out under the Login, whether such activities are carried out by authorized individuals or not.

PROPERTY INFORMATION AND MARKETING

2.1. The Partner will provide information relating to the Property for inclusion on the Websites throughout the Term. This information will include a description of the Property (including photos), its facilities, treatments, services, procedures, amenities and location, details of the products and services available to

Customers, the price of the procedures, activities or experience (being the Base Rate and any applicable Non-Refundable Rate adjustment) and services and details of any local or value added taxes that the Customer will be required to pay in respect of the services or products (the “Property Information”). The partner will supply the Property Information in any format that is reasonably required by Almien.

2.2. The Partner hereby grants Almien (and any affiliate or sub- partner of Almien) a royalty-free, transferable license to use the Property Information throughout the Term.
2.3. The Partner shall provide Almien with accurate information as to any additional local or value added taxes to be paid by the Customer in respect of the services. The Partner shall ensure that all pricing and related information (including all references to local taxes) that it supplies to Almien as part of the Property Information are accurate and inclusive of all value added or other taxes payable by the Customer and it undertakes not to levy further taxes on the Customer other than those specified within the Property Information.
2.4. The Partner will not include within the Property Information: (a) its telephone number, fax number, email address (including Skype) or social media page references, (b) its web-link, (c) direct references to its website or a third party’s website or (d) any other means by which a Customer could directly contact the Partner. Almien reserves the right to exclude or edit any of the Property Information, which it considers to be incorrect, inappropriate or incomplete.
2.5. The Partner warrants that (i) the Property Information is owned by the Partner, subject to clause 2.6 below; and (ii) the Property Information is and shall be at all times true, accurate and not misleading. In the event that any of the Property Information becomes untrue, inaccurate or misleading at any time during the Term, the Partner shall inform Almien in writing (including via email) promptly (and in any event within 24 hours). The Partner hereby indemnifies Almien against

all losses, damages, costs and expenses suffered as a result of any claim or complaint brought on the basis that the Property Information is or has become untrue, inaccurate or misleading.

2.6. In the event that Almien translates the Property Information into another language and is responsible for meeting the associated costs, the intellectual property and any other rights associated with that translation shall belong to Almien and the Partner hereby assigns to Almien any right, title or interest which it may have in and to such translation.
2.7. The Partner hereby acknowledges and agrees that the data relating to a Customer who has made a booking via the Websites belongs to Almien and this data is only made available to the Partner for the purpose of enabling the Partner to fulfill the booking. The Partner shall not, for the avoidance of doubt, be entitled to use the Customer data in order to market to that Customer.
2.8. Almien shall be entitled to promote the Property using the Property’s name during the term of this Agreement in online marketing (including email marketing and pay-per-click advertising) at its own cost. The Partner grants to Almien a royalty-free, non-exclusive transferable license to use the Property name for this purpose only during the term of this Agreement. However, Almien shall forgo any and all rights under the aforementioned license that relate to Almien promoting the Property by purchasing the Property’s name as a Google Adword or through similar paid search engines if specifically notified in writing by the Partner that the aforementioned license shall no longer include any such rights (save where any other third party online accommodation-booking provider or other third party online competitor of Almien is actively engaged in such marketing activity in respect of that Property’s name).
2.9. Almien shall be entitled, but not obliged, to supplement the Property Information with user generated content, including images, that it licenses from third parties (“UGC“). The Partner is not granted a license or permission to use such UGC on its own website, social media channels, or for any other purposes.
2.10. Almien shall be entitled to make the following Property Information available to view in Inbox by other users of Inbox, including competitors of Partners: details of the services available to Customers (including services, products and accommodation types), the rate type and price of the services, and availability on a given date.

ALMIEN’S OBLIGATIONS

3.1. As soon as reasonably practicable after commencement of the Term (and thereafter throughout the rest of the Term) Almien shall provide marketing, IT and data processing services to the Partner to enable and facilitate the booking online of the Partner’s products and/or services by Customers.
3.2. Almien shall promote the products and/or services on Almien.com. It may also promote the services via some or all of the Almien Websites and through its network of affiliates. Almien shall be entitled to generate and display the default search results in any manner and according to any system of ranking that it

determines to be appropriate for each and any of the Almien Websites. A Property’s ranking will be influenced by several factors, which may include: (i) the quality score that Almien assesses for the Property based on its knowledge of factors including but not limited to the services made available by the Partner for booking on the Almien Websites and the standards of customer care provided, (ii) compliance with this Agreement and (iii) what level of Service Fee the Partner pays to Almien (which the Partner may be able to vary by means of the program accessible via the relevant administration (Inbox) interface). Almien reserves the right to, at any time and acting in its own discretion: (i) vary the factors that determine the rankings and the weightings given to such factors on each or any of the Almien Websites and (ii) determine a Property’s eligibility to participate

in varying its Service Fee percentage to influence its ranking.

ALMIEN’S SERVICE FEES

4.1. In consideration of the provision of the services by Almien to the Partner under the terms of this Agreement, the Partner shall pay to Almien a Service Fee. The Service Fee will be equal to a percentage of the Booking Price (as translated into the settlement currency selected by the Customer) that all Customers making a booking via the Websites would be charged for all the services comprising their booking (whether or not that booking is honored, amended, subsequently cancelled (other than in the case of a Free Cancellation Booking that is cancelled

by the Customer during the Cancellation Period) or the Customer fails to turn up). The percentage amount of the Booking Price (as translated into the settlement currency selected by the Customer) that will comprise the Standard Service Fee is specified in the Key Details at the beginning of this Agreement and the parties reserve the right to agree to vary this Service Fee amount at any time (the “Varied Service Fee”), for example in accordance with the programs operated by Almien through which Partners can vary the Service Fees they pay and the Deposit that will be collected in return for certain benefits, such as the opportunity to seek to improve their rankings within the display of search results on one or more of the Almien Websites. Partners may be informed about updates to Almien’s programs in this regard from time to time via email or Inbox.

4.2. The Partner will pay the Service Fee (and any other amounts) due to Almien under this Agreement free and clear of all taxes, deductions or withholdings whatsoever, save only as may be required by law. The Partner agrees that if such taxes, deductions or withholdings are required by law, the Partner shall pay to Almien such additional amount as may be necessary in order that the net amount received by Almien after such taxes, deductions and withholdings shall

not be less than the amount Almien would have been entitled to receive in the absence of any such taxes, deductions or withholdings.

4.3 For all bookings, the Service Fee shall become payable on Almien’s receipt of the Deposit from the Customer (for which an invoice will be issued to the Partner). Where the Customer cancels a Free Cancellation Booking within the Cancellation Period, Almien shall issue a credit note to the Partner in respect of the relevant Service Fee for such cancelled bookings. ote to the Partner in respect of the relevant Service Fee for such cancelled bookings.

COLLECTIONS AND SETTLEMENT

5.1. In respect of each Customer booking for the services which is made during the Term, Almien shall collect full payment from the Customer (in its capacity as agent for (and acting only on behalf of) the Partner) in the settlement currency selected by the Customer, by means of an online debit, credit card and/or other online payments’ transaction at the time the booking is made. Almien will typically release the Partner’s payout about 24 hours after the Customer has received the product and/or service. Almien may hold payouts for up to 30 days after the Customer has received the product and/or service. The time it takes for the funds to reach the Partner’s account will depend on the method the Partner chooses to receive payment. At the time of payment, Almien retains the percentage of the total Booking Price (for all the services comprising a Customer’s booking) that will comprise the Standard Fee which is specified in the Key Details at the beginning of this Agreement and the parties reserve the right to agree to vary the Fee amount at any time, for example in accordance with any scheme(s) or program(s) operated by Almien from time to time through which Partners can vary the Service Fee they pay in return for certain benefits (the “Varied FEE”).
5.2. In the event of a failure by the Customer to turn up at the Property for their booking where the Customer has not cancelled the booking within the Cancellation Period, the Partner shall be entitled at its discretion to charge a cancellation fee which is equal to or less than the full price of the product and/or service, or housing accommodation of the booking, as denominated in the currency in which it quotes its Base Rates, less the first night’s Deposit (the “Cancellation Fee”) (save in the case of Nonrefundable Bookings, where Almien may take the balance of the payment for the full Booking Price in accordance with clause 6.1.2, but may not charge any additional cancellation fees, or where the Partner clearly stated to the Customer prior to the point of booking that the Cancellation Fee would be higher). Where the Partner states that the Cancellation Fee would be higher, it shall be the responsibility of the Partner to collect any higher Cancellation Fee from the Customer.

5.3. The Partner is responsible for (i) updating and maintaining the pricing for its products and/or services through the Partner Listing App on Almien and (ii) any data entry errors which may arise in respect of pricing. This responsibility includes ensuring that the correct pricing and availability is displayed for special event periods.

5.4. Almien may at its own discretion charge a booking (or other processing) fee to Customers at the time of booking and the amount of that fee shall be determined by Almien. Almien may also offer ancillary products and services to Customers at the time of or after their booking, for which it may charge the Customers a fee. Any such fees shall be for the account of Almien notwithstanding that the fees may be charged to the Customer at the same time that the payment is collected from the Customer on behalf of the Partner.
5.5. Following termination or expiry of this Agreement, Service Fees shall continue to be payable by the Partner in respect of Customer bookings which were made during the Term.
5.6 In the event that a Customer cancels a Non-Refundable Booking in respect of which they have paid taxes that are no longer payable because they have not availed of the relevant product and/or service, it shall be the responsibility of Almien to reimburse such Customers for any such taxes.

NON-REFUNDABLE BOOKINGS

6.1. The Partner shall indicate when uploading Base Rates via the Partner Listing App whether a product and/or service shall also be available at a Non-Refundable Rate. Where a Non-Refundable Rate applies, the following additional terms apply:
6.1.1. Non-Refundable Rates will only be displayed on the Websites designated by Almien at its sole discretion.
6.1.2. Almien shall take payment from the Customer in accordance with clause 5.1.
6.1.3. In the event that a Customer’s card is declined, Almien will inform the Customer as soon as possible and ask that the Customer provides details of an alternative card (the “Alternative Card”). Where the Alternative Card is also declined, or where the Customer does not provide an Alternative Card, Almien may inform the Customer that their booking is cancelled and if necessary shall notify the Partner promptly that the booking was canceled. Almien shall have no liability to the Partner in respect of bookings where the Partner is not able to take payment for the balance for any reason, including but not limited to circumstances where a payment using the Customer Card Details is declined.

FREE CANCELLATION BOOKINGS

7.1. The Partner agrees that Almien may make any product and/or service available for booking by a Customer as a Free Cancellation Booking.
7.2. Where a Customer makes a Free Cancellation Booking, Almien shall notify the Partner that the booking is a Free Cancellation Booking and the Customer shall be entitled to cancel that booking free of charge during the Cancellation Period and shall be entitled to a refund of the payment. Almien agrees that it shall transfer the payment that it has collected from the Customer back to the Customer on behalf of the Partner where a Customer cancels a Free Cancellation Booking during the Cancellation Period. For the avoidance of doubt, Almien will act exclusively as agent of the Partner (and not as agent of the Customer) in respect of such transfer of the payment back to the Customer.

RESPONSIBILITY AND LIABILITY

8.1. The Partner hereby grants to Almien the authority to conclude bookings with Customers on behalf of the Partner and further agrees that Almien has no responsibility to the Customer for the fulfillment of bookings. In concluding such a booking, Almien acts as commercial agent on behalf of the Partner only (and not on behalf of the Customer). A booking creates an agreement between

the Customer and the Partner and the Partner hereby agrees to indemnify Almien in respect of all losses, costs and damage suffered or incurred by Almien as a result of any claims being brought against Almien which relate to a booking and/or the provision of a product and/or any other service provided by the Partner (save to the extent that such loss, cost or damage is caused by the negligence, fraud or fraudulent misrepresentation of Almien).

8.2. Subject to clause 8.5, the parties hereby acknowledge and agree that Almien shall have no liability to the Partner, any member of its corporate group or any other person which has rights under this Agreement in contract, tort (including negligence), misrepresentation or breach of any duty for any of the following types of loss or damage arising out of or in connection with this Agreement: (i) loss of data, income, profit, business or opportunity, (ii) damages, losses and costs that relate to third party claims and (iii) indirect, special and consequential loss or damage.
8.3. The maximum aggregate liability of Almien to the Partner (and each member of the Partner’s corporate group and any other person which has rights under the Agreement) in respect of any and all claims arising out of or pursuant to this Agreement (whether in contract, tort, (including negligence), misrepresentation, breach of duty or otherwise) shall be limited to â‚¬5,000.
8.4. The parties hereby acknowledge and agree that the existence of the agency relationship described herein shall be disclosed to the Customer so that the Customer is made aware that (inter alia) the Customer is contracting with the Partner and not Almien in relation to the provision of the services, that the amount paid by the Customer at the time of booking is a payment which is collected by Almien on behalf of the Partner.
8.5. The parties hereby acknowledge and agree that nothing in this Agreement is intended to or shall take effect to limit or exclude the liability of either party for; (i) the fraud or fraudulent misrepresentation of that party or (ii) death or personal injury caused by the negligence of that party.
8.6. The Partner agrees to indemnify and hold Almien and its affiliates and sub-licensees harmless in respect of any claim by any third party arising from the use of the Property Information by Almien or its affiliates and sub-licensees.
8.7. The Partner hereby acknowledges and agrees that the marketing, IT and data processing services (and any other services, data, reports or other information relating to the Websites, the Property or Customer activity which Almien may provide from time to time) are provided by Almien on an as needed basis. Almien neither makes nor gives any representations, warranties or undertakings with respect to such services and deliverables and, to the greatest extent permitted by applicable law, Almien hereby excludes all representations, warranties and conditions, express or implied, statutory or otherwise, including without limitation warranties as to quality or fitness for a particular purpose.
8.8. Where a booking is cancelled because of the occurrence of a Force Majeure Event, Almien shall (i) in the case of Non-Refundable Bookings, refund the Customer the monies collected by Almien pursuant to clause 6.1.2, and (ii) in the case of Online Model Bookings, not charge the Customer the Cancellation Fee.
8.9. Save in relation to the obligations under clause 8.8, neither party shall be liable to the other for any failure or delay in performing this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
8.10. Where the Partner operates Partner Websites, the Partner:
8.10.1. shall inform Almien (via written notice, including via email) of the existence of all such Partner Websites and provide Almien with full details of the domain names /website addresses of such Partner Websites in advance (i.e. before incorporating the Almien Listing App in such Partner Website);
8.10.2. will (subject to clause 8.11 below) be entitled to receive a rebate in respect of the bookings that are transacted on that Partner Website(s) on the basis and in the amounts specified in clause 14 of this Agreement only and that Partner shall not be entitled to any other rebates or payments of any kind from Almien;
8.10.3. must check the terms of clause 14 before signing this Agreement and notify Almien in the event that the Partner is aware that the commercial terms (including those that set out the rebate percentage and the booking fee amount) are not correct and/or do not reflect the commercial arrangement that it has with Almien; and
8.10.4 agrees that it will sign a new version of this Agreement in the event that it agrees with Almien a different rebate percentage and/or booking fee in respect of its Almien Listing App.
8.11 The Partner acknowledges and agrees that if it does not comply in full with clause 8.10.1 in respect of any Partner Website in which it has incorporated a Almien Listing App it will not be entitled to any rebate or any other payments from Almien (notwithstanding any other clause in this Agreement) in respect of any bookings that are transacted on that Partner Website and that it will be in breach of this Agreement.
8.12 The parties hereby acknowledge and agree that Almien does not guarantee access to the Partner Listing App through which Service Fee levels can be varied and that Almien does not have any liability for any system failures, downtime, loss of internet connection or any other situation that prevents or delays a Partner from amending its Service Fee levels at the time or in the manner that it wishes. Almien will use reasonable endeavors to minimize the amount of time that the administration interface will be unavailable and to work with the Partner in order to, where and to the extent reasonably possible, mitigate the impact of such an incident on the Partner’s business.

TERM AND TERMINATION OF THE AGREEMENT

9.1. This Agreement commences when it takes effect (as per the explanation at the beginning of this Agreement) and will, subject to the parties’ rights of termination set out in this Agreement, remain in full force and effect for as long as the Login is used on the Almien Websites and/or services at the Property are available to book via the Almien Websites.
9.2. Either party may terminate this Agreement by giving not less than 28 days notice in line with clause 11.1.
9.3. Without prejudice to its other rights, each of the parties shall be entitled to terminate this Agreement immediately on giving notice to the other party in the event that: (i) the other party has committed a material breach of this Agreement and, where such breach is remediable, has not remedied that breach within 14 days of being notified of such breach; (ii) the other party ceases to carry on its business or stops payments of its debts or (iii) in respect of that other party, a liquidator, receiver or administrator is appointed in respect of it or any of its assets, or (iv) the other party has suffered a Force Majeure Event, which has prevented it from performing all or part of this Agreement for more than 7 days.
9.4. Almien may also, at its own discretion, give written notice to terminate this Agreement with immediate effect in the event that:
9.4.1. the Partner’s average rating by Customers on any of the Almien Websites falls below 60%(sixty per cent) at any time;
9.4.2. the Partner engages in any sort of advertising of its pricing or offers that is, in Almien’s reasonable opinion, likely to mislead Customers or to have the effect of deceiving Customers about the extent of the price or other advantage they will enjoy;
9.4.3. the Partner’s conduct (and/or Almien’s association with the Partner) is such that Almien has reasonable grounds to believe its reputation may be harmed;
9.4.4. without prejudice to the generality of clause 9.4.3 above, Almien believes that the Partner is engaging in the practice of writing or paying for “fake” customer reviews and/or is accessing Customer accounts to amend or vary reviews; or
9.4.5. the Partner is in breach of clauses 1, 6 or 11.3.
9.5. Notwithstanding, any other term in this Agreement, in the event that this Agreement expires or is terminated (for any reason), all bookings made via the Websites prior to the date of termination for service reservations occurring on or after the date of termination shall be honored by the Partner on the basis of and in accordance with the terms of this Agreement.
9.6. The Partner undertakes on termination of this Agreement to immediately cease using and to refrain from all further use of all software, technology and services previously provided by Almien.

HUMAN TRAFFICKING AND MODERN SLAVERY

10.1. Almien is opposed to slavery, human trafficking, child labor, forced labor, indentured labor, exploited bonded labor or other similar practices (the “Prohibited Practices”) in any part of our activities or our supply chains. The Partner confirms that neither it nor any of its officers, employees or other persons associated with it:
10.1.1. has been convicted of any offence involving the Prohibited Practices; and
10.1.2. to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with the Prohibited Practices.
10.2. The Partner confirms that it shall comply with all applicable laws, statutes, regulations and codes from time to time in force in connection with the Prohibited Practices, and any codes of practice or policies issued to it by Almien in connection with the Prohibited Practices.

GENERAL

11.1. A notice given to a party under or in connection with this Agreement must be in writing and shall be sent:
11.1.1. (if from the Partner to Almien) to jd@almien.com; and
11.1.2. (if from Almien to the Partner) to the email address specified by the Partner as the email address for future contract related correspondence as part of the contract signature process and included within the Key Details of this Agreement), and, in each case, shall be deemed to have been served when sent.
11.2. Almien shall be entitled to vary any of the terms of this Agreement at any time by giving no less than 28 days notice of such changes to the Partner. Subject to the foregoing, no variation of this Agreement shall be effective unless in writing and signed by or on behalf of both parties.
11.3. Without prejudice to clause 2.7, the parties acknowledge and agree that (i) all transfers of Customer personal data from Almien to the Partner operate on a controller to controller basis, and (ii) they are each separately responsible for compliance with all relevant data protection legislation and laws relating to privacy in all relevant jurisdictions (the “Data Protection Legislation“) in relation to their own respective activities. The Partner also agrees that it shall protect and respect all personal data that it receives relating to its Customers and shall comply with all Data Protection Legislation and shall not do anything which (or omit to do anything the omission of which) would put Almien in breach of any Data Protection Legislation (and in particular the Partner shall not disclose any Customer Card Details to any person other than as necessary to effect a lawful payment for a service or a booking or as required by law).
11.4. The Partner hereby agrees in advance that Almien is freely entitled to transfer all of its rights and obligations under this Agreement to (i) any third party acquiring all or a substantial element of that part of Almien’s business or assets to which this Agreement relates or (ii) any subsidiary or group or sister company of Almien (the “Transferee”).
11.5. Upon the Partner being notified of the identity and contact details of a Transferee, the Partner agrees that, with effect from the date specified in the notification, it will thereafter treat the Transferee (i) as solely responsible to the Partner for all of the obligations of Almien and (ii) as the recipient of all of the rights of Almien under this Agreement.
11.6. Without prejudice to clause 12.5, the Partner shall (where requested by Almien) promptly do all such acts and sign such documents (including entering into a novation agreement) so as to confirm and evidence any transfer of the type described in clause.
11.7. This Agreement (which includes the Key Details and all appendices) contains the entire agreement and understanding of the parties and supersedes all prior agreements, undertakings, or arrangements relating to its subject matter, save for any or all of the following contracts which the Partner may be bound by: (i) BPO Terms and Conditions (as defined in clause 14 below), (ii) any terms and conditions governing featured listings on Almien Websites and/or (iii) any other

written terms and conditions that may be introduced by Almien in the future. For the avoidance of doubt it is Almien’s opinion that none of these terms and conditions listed in (i) to (iii) of this clause 11.7 cover the same subject matter as this Agreement but, in the event of any conflict, this Agreement would take precedence.

11.8. This Agreement is personal to the Partner and may not be assigned, sub-contracted or otherwise transferred in whole or in part without Almien’s prior written consent. The Partner shall give Almien reasonable prior notice if it proposes to transfer ownership of the Property to a third party. Nothing in this Agreement shall render Almien and the Partner as partners or joint ventures.
11.9. The original English language version of this Agreement may have been translated into other languages. The translated version of the English version is a courtesy translation only and the parties’ rights and obligations are and shall be determined by the English version. In the event of a dispute about the contents or interpretation of this Agreement or in the event of any conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail and be binding and conclusive. The English version shall be used in any and all legal proceedings.
11.10. This Agreement shall be governed by and construed in accordance with the laws of the United States, and Almien and the Partner agree to submit to the jurisdiction of the United States courts.
11.11. The Partner acknowledges that Almien is not authorized or regulated as a payment services provider in the United States or any other jurisdiction. To the extent that Almien transmits money or handles payment transactions between the Partner and a Customer, Almien does so exclusively as a commercial agent of the Partner authorized via this Agreement to negotiate or conclude the sale or purchase of goods or services on behalf only of the Partner (and not on behalf of the Customer). Any such transmission of money by Almien under this Agreement is provided on a basis that is ancillary to other services provided by Almien.

Certain Partners connect to Almien’s IT system and obtain the benefit of Almien’s marketing, IT and data management services via an API and using their own property management system or a third party management system. Other Partners may incorporate Almien’s Listing App into their own website and/or use Almien’s online listing management system known as Almien Listing App. The following clauses 12, 13 and 14 only apply (respectively) to those Partners that use the Almien technology in one of these ways.

API PARTNERS

This clause only relates to and is only binding on those Partners that connect to Almien’s IT system via an API.

12.1. Almien shall have the right to suspend the API connection at any time and from time to time in its absolute discretion in the event that the connection causes: (a) the Almien system to suffer technical problems and/or (b) the Almien system becoming overloaded and/or (c) the Almien system’s processing or response times to significantly increase. Almien values all their accommodation partners who connect via the API and will not take such action lightly or without making reasonable attempts to notify any Partners who would be or might be suspended as a result of this action, ideally in advance of but possibly during or after such a suspension of services. Furthermore, Almien will endeavor to minimize the amount of time for which the API is suspended and to work with the Partners to, where reasonably possible, mitigate the impact of such a suspension on the Partner’s business.
12.2. The Partner is responsible for ensuring that its API connectivity provider has the capacity and functionality to be able to provide reporting to Almien that shows the level of services and accommodations availability and allocation provided to Almien, both historically and by way of projections for the future.

PARTNER LISTING APP

This clause only relates to and is only binding on those Partners that operate Partner Websites that incorporate the Almien Listing App. All references for the Service Fee set out in this clause shall be calculated on the basis of the Standard Service Fee (i.e. shall be calculated as if the Service Fee for the relevant Property remains at the Standard rate at all times, regardless of what changes to the Service Fee the Partner may make via the program(s) available).

13.1 The Partner agrees that, to the extent that there are intellectual property and other rights in and to the confirmation of booking page of the Partner Website, such rights will vest in Almien and Almien may require its own branding (and such other content as Almien considers to be fit and appropriate) to appear on this page.
13.2 The Partner is hereby granted a non-exclusive, non-transferable, non-sub-licensable personal, revocable license to use Almien’s proprietary technology as the basis of its Almien Listing App for use in those of its Partner Websites. This license is granted solely and strictly for the purpose of enabling the Partner to accept online bookings in respect of the Properties that are owned and operated by the Partner in accordance with the terms of this Agreement and said license shall expire and terminate in full automatically at the end of the Term.
13.3 The Partner shall not at any time copy or reproduce in any way the whole or part of the Almien Listing App or any other of Almien’s proprietary technology and shall not attempt to ascertain or list the source code relating to the Almien Technology and nor to decompile or translate the Almien Technology into any other computer language nor attempt to do so. This provision shall survive the termination or expiry of this Agreement.

FOR THE FUTURE TERMS AND CONDITIONS

This clause only relates to and is only binding on those Partners that use the Almien online property management system known as “For the Future”.

14.1 Use of the For the Future Service is subject to the additional terms and conditions available at the “For The Future Terms and Conditions.”

APPENDIX 1

The following payment and offset provisions will apply so as to facilitate the effective payment of the Service Fee to Almien by the Partner:

1.1. in the event that the payment exceeds the Service Fee, Almien shall retain the proportion of the payment that equals the Service Fee and shall pay the remainder to the Partner;
1.2. in the event that Almien, acting on behalf of the Partner, is ever required by law to refund the payment to a Customer, the Partner shall pay the entire Service Fee to Almien.

Where the Partner is required to make a payment to Almien pursuant to paragraphs 1.1 or 1.2, of this Appendix 1 the Partner will effect payment of such sums either by setting up a form of direct debit or automated credit card payment, such that the appropriate amount can be collected by Almien on a daily basis (save where an alternative form of payment is agreed by both parties). Where Almien is required to make a payment to the Partner pursuant to paragraph 1.1 of this Appendix 1, Almien will make the payment in a timely fashion, either by means of an aggregated payment which is calculated and made on a monthly basis or by such alternative method as Almien may instigate (acting reasonably) from time to time.

Partners’ Terms of Service and License Agreement

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