Service Agreement
1
Terms of Hosting Service

These Terms govern the principles and procedures that apply to Properties which build a Property website on the Platform in order to use the Service provided by Point Click Integrate by uploading their content on the Property website, as well as the rights and obligations of the parties with regards to hosting.

As part of the Service, the Property may use the ready-to-use templates and content offered on the Platform while building the website provided that it complies with the Platform Terms & Conditions. Alternatively, it may purchase an additional Service to upload customized templates and content, developed by or on behalf of the Property, on Point Click Integrate. The Property may also request Point Click Integrate to design a customized website. Once the Property notifies Point Click Integrate of such a request, the parties will separately agree on the terms and conditions governing such website design. Use of the website shall be limited to the scope of the Service. Activities, products and services of the Property that do not fall within the scope of the Service may only be uploaded subject to the consent of Point Click Integrate.

The Property shall obtain the domain name of the web site and implement the settings and parameters instructed by Point Click Integrate in order to redirect the domain name to Point Click Integrate. Alternatively, it may request Point Click Integrate to obtain and redirect the domain name by purchasing an additional Point Click Integrate service. In case domain name registration and redirection is Point Click Integrate's responsibility, Point Click Integrate will rent the domain name for a period of 1 (one) year and perform domain name redirection. Unless the Property renews the Service by the end of such 1 (one) year period, Point Click Integrate will not be responsible for renewing relevant domain name rental and will reserve the right to end the Service.

The Property may create and translate website content in one of the supported languages. If the Property decides to use the professional translation services provided by Point Click Integrate, the parties will separately agree on the conditions governing such service.

Point Click Integrate enjoys no control over the content provided by the Property on the website and all the rights and responsibilities with regards to such content will rest with the Property. The Property will benefit from the Service provided that it publishes its own content, which holds necessary licenses and consents and/or is obtained in accordance with law, on the website that will be developed as part of the Service. In cases where Point Click Integrate has determined that the Property, the Customer or other third persons have or may have published on the website the content that contradicts facts, codes of conduct or laws; or have or may have used content without necessary consents and licenses; and/or that such content violates or may violate the rights of real or legal persons (including personal and intellectual property rights), Point Click Integrate may ask the Property to remove of such content within a certain time limit, personally remove the content and/or suspend the access to the Property website until such content is removed. In case of repeat of such violations, Point Click Integrate may suspend in parts or whole and/or terminate the Service.

Under the scope of the Service, Point Click Integrate reserves the right to use its own servers or the servers of its third party business partners and outsourcers. The Property will be responsible for ensuring that the transactions performed and content provided on its website are in accordance with the terms of use and of limitations as prescribed under the Service, as well as for preventing extraordinary overload on the Platform, servers and systems due to such actions. As part of the Service, the Property may not transfer, retransfer or store the materials that may harm the systems. In cases where external service providers end or interrupt their services or where Point Click Integrate replace external service providers, Point Click Integrate will have the right to suspend the Service temporarily, amend the terms and conditions of the Service, and change the physical areas on which the Service is provided.

The Property will be solely responsible for taking security, protection and backup measures, including use of encryption technologies, to prevent unauthorized access to, and archiving of, website content.

The Property will ensure that Customers’ use of the website complies with the law, Platform Terms & Conditions and the terms specified herein, as well as with any recommendations for use provided to the Property by Point Click Integrate as part of any online or offline user manuals and support materials, and the Property will be solely liable to and loss or damages arising from Customers’ use of the website (either incurred by the Customers or third persons).

Point Click Integrate reserves the right to audit compliance with the terms herein, and may request from the Property the information and relevant materials regarding the website content as part of such audit. The Property agrees to not obstruct or interrupt such audits, and to provide any facilities required for such audits. The Property will collaborate with Point Click Integrate for resolution of the problems that may arise from the content or the Property-controlled materials.

When and where deemed necessary, Point Click Integrate may perform updates, additions, adjustments and other similar maintenance works on the website, or make modifications on the existing infrastructure of the website to an extent that do not substantially affect the Property’s use of the Service. For the purposes of such actions, the Property agrees to act in accordance with the maintenance terms and conditions requested by Point Click Integrate, and to provide the support required for performance of the actions requested by Point Click Integrate.

The fees payable to Point Click Integrate by the Property in consideration of the Service governed by the terms herein will be determined in line with the scope of the Service provided. Point Click Integrate may suspend use of the website in case of any delayed or interrupted payment of such fees.

The Property agrees that all the rights, ownership and interests on the software, design and derivative works thereof developed as part of the Service are retained by Point Click Integrate and that the Property is granted a non-assignable and non-exclusive right to use the website that is limited to the scope and term of the contractual relationship between the parties. No provision herein will be construed to transfer relevant rights, ownership and interests either in parts or as a whole to the Property. The Property may not rent, sublicense, resell or share the rights granted herein, and neither will it authorize third persons to use such rights or transfer the same.

The Property shall under no circumstances use the trade name, trademark, service mark, logo, domain name etc. of Point Click Integrate (or its subsidiaries) on its website, as part of its marketing materials or in other channels.

All the services related to the Property’s website, except customized services developed by Point Click Integrate as described under Article 2, are provided “AS IS” and Point Click Integrate assumes no responsibility or commitment whatsoever with regards to the accuracy, completeness and reliability thereof.

2
Terms of Domain Name Registration and Administration

Domain Name Registration and Administration Service refers to the service whereby the Property purchases a domain name for the website through Point Click Integrate, authorizing Point Click Integrate to register and redirect domain names.

In cases where Domain Name Registration and Administration Service is engaged, Point Click Integrate will rent the domain name for a period of 1 (one) year and perform domain name redirection.

Unless the Property renews the Domain Name Registration and Administration Service by the end of such 1 (one) year period, Point Click Integrate will not be responsible for renewing relevant domain name rental and will reserve the right to end the Service. Once the Service term for the Property ends, Point Click Integrate will not be responsible for redeeming the domain name in cases where the rights to Point Click Integrate Service, domain name renewal and domain name use are transferred to third parties.

As part of the Domain Name Registration and Administration Service, Point Click Integrate is solely responsible for settings and redirections that will allow the website, which will be redirected to relevant domain name, to be published through the Platform. The Property will be responsible for all the domain name settings and redirections to be made for other purposes.

For the domain name to be registered and administered, Point Click Integrate may use the services of external service providers as part of the Domain Name Registration and Administration Service. Therefore, the Property agrees and acknowledges that the data it provides for domain name registration and administration may be disclosed to such service providers.

Point Click Integrate disclaims any control over the domain name registered and displayed on the Platform, and the content provided through such domain name as part of the Domain Name Registration and Administration Service, and all the rights to, and related responsibilities on such domain name and content shall be assumed by the Property. The Property will benefit from such service provided that it provides the content that holds necessary licenses and consents and/or is obtained in accordance with law. In cases where Point Click Integrate is determined that the Property, the Client or other third persons have or may have published on the website content that contradicts facts, codes of conduct or laws or have or may have used the content without necessary consents and licenses; and/or that such content violates or may violate the rights of real or legal persons (including personal and intellectual property rights), Point Click Integrate may ask the Property to remove of such content within a certain time limit, personally remove the content, discontinue the domain name service and/or suspend the access to the Property website until such content is removed or the domain name service is discontinued. In case of repeat of such violations, Point Click Integrate may suspend in parts or whole and/or terminate the Service.

Point Click Integrate will not be held liable for errors, problems or interruptions that may arise from the modifications made by the Property in domain name administrative settings through the Platform, or for the permanent damages that may arise from the errors due to the modifications made by external service providers of domain name registration and administration service on their systems.

3
Terms of Payment System

By selecting the options provided on the Platform, the Property will be able to receive Customer’ payments via different methods supported by the Platform. Depending on the method selected by the Property, Point Click Integrate will charge the Service fees, which are displayed either on the Platform or on the Website, in consideration of the technical integration services to be executed by Point Click Integrate.

Regardless of the payment method selected by the Property, the following rules shall apply in cases where Customers’ credit card information is requested to be kept on the Platform:

The Property will use the credit card information in accordance with law and only for the purposes of collecting and provisioning the fees of the services it provides. It will not use and disclose such information in processes other than those described in the preceding sentence, and not keep the same after the completion of relevant transaction.

Point Click Integrate will under no circumstances have access to Customers’ credit card information, and Point Click Integrate will only allow the Property, upon the request of the Property, to host the credit card information on electronic medium.

Point Click Integrate does not warrant that the credit card information stored is accurate or updated, nor does it guarantee that it belongs to a real person, it is a real card or it has sufficient amount of balance. Point Click Integrate does not assume any responsibility with regards to the accuracy and up-to-dateness of such data.

Storing by the Property such credit card information on the Platform does not fall under the scope of any collection services, and the Property will be responsible for receiving the payment through the credit card, management thereof and transmitting the same to third persons. Point Click Integrate will not be a party to any disputes between the Property and Customers with regards to credit card information.

For the purposes of storing credit card information, Point Click Integrate offers a secure storing environment either internally or through an external service provider; however, Point Click Integrate does not warrant the security of the information stored.

Point Click Integrate does not store credit card details nor does it share customer details with any 3rd parties.

The Property will be liable for taxation and invoicing requirements arising from sales of the services provided by the Property. No provision herein will be construed in a way that such liabilities will be assumed by Point Click Integrate.

Point Click Integrate will not act as the intermediary, agency or insurer of the Property in commercial relationships the Property will establish by using the Platform with including but not limited to payment, collection and financial transaction providers, financial institutions, banks and all the other organizations and institutions from which the Property will receive support services for receiving payments and following up collections (“Payment Providers”). Point Click Integrate will be solely responsible for providing the Service under the Agreement. The Property declares and agrees that Point Click Integrate is not a party to the relationship between the Property and Clients and/or Payment Providers, that Point Click Integrate's sole liability is to bring together technically the related parties, and that Point Click Integrate will not be held liable for any contractual or regulatory non-compliance on the side of the Customers and/or Payment Providers. Any requests by the Property with regards to Customers or Payment Providers shall be directly communicated to the party in question.

The Property acknowledges, agrees and declares that Point Click Integrate is not a party in the transactions performed by using the Platform and that Point Click Integrate will not be held responsible and the entire liability will belong to the Property, in cases of, including but not limited to, service fees not transferred to the account due to failure of collection, Customers’ objections against the transaction or requests of returning the service, and claims of defective services, as well as disputes with regards to the Law on Protection of Consumers, Law on Liabilities and related legislation, and any other claims, objections, questions, problems, complaints and penalties or sanctions of third persons and/or authorities. Point Click Integrate will redirect any claims, objections, questions, problems, complaints and other similar notifications it receives to the Property. The Property will respond in writing to Point Click Integrate in no later than maximum 2 (two) days after being notified of such claim, question, problem, complaint and similar situation, and unless otherwise is specified, find a resolution to such claim, question, problem, complaint etc. in no later than 2 (two) days after notification. Without prejudice to its right to collect the existing or future receivables, the Property agrees, declares and warrants that it will indemnify Point Click Integrate in cash and advance upon Point Click Integrate's first demand for any penalties, penal obligations, and all the other fees and losses that Point Click Integrate incurs against third parties or authorities. The Property agrees, declares and warrants that it will not claim anything on, or object, its liability described above.

4
Terms of Channel Management Service

As part of the Channel Management Service, the Property will be able to connect through the Platform-contracted online tourism portals (“Channel”) including but not limited to expedia.com, booking.com and traveleurope.com , where Customers can access Property information and complete booking transactions, manage sales channels via bidirectional channel manager and update the same concurrently. The Property will share the Channel and room information on the Platform and be able to access booking info from the Channels through the Platform.

The list of the channels Point Click Integrate contracts as part of the Channel Management Service is displayed and updated on the Website. Channels are determined at sole discretion of Point Click Integrate. Furthermore, Point Click Integrate may at any time add or remove channels in and from the list of contracted Channels.

Activation of the Chanel Management through Contracted Channels requires configuration with the Channel. At the configuration phase, and depending on the scope of the Service received by the Property, Point Click Integrate will support the Property. However, the Property will be responsible for Channel settings, determination of the rooms to be displayed on the channel, and relevant adjustments. The Property agrees and declares that the room information uploaded through the Platform for publication on the Channel is complete, accurate and truthful. Moreover, the Property may purchase an additional Service to request Point Click Integrate to do Channel settings, determine the rooms to be displayed on the Channel and handle the relevant adjustments, in accordance with the instructions and consents of the Property. Once such a Service is purchased, the Property will convey such instructions verbally (via phone) or in written (e-mail) and be solely responsible for the actions to be executed by Point Click Integrate.

The Property agrees that the Channel Management Service is not retroactive and that Point Click Integrate does not warrant, as part of the Service, the transfer of the data previously obtained or uploaded on the Channels.

In cases where the Property changes some data, including but not limited to room types and rates, to be published on the Channels, it will be responsible for verifying whether such changes are reflected on the Channel. Moreover, the Property will notify Point Click Integrate promptly of possible errors and interruptions that may arise due to such changes. The Property agrees that Point Click Integrate is not responsible for the interruptions that arise from such changes.

In order to synchronize the information to be uploaded on the Channels, Point Click Integrate may use the services of external service providers from time to time, as part of the Channel Management Service. Therefore, the Property agrees and acknowledges that the data it provides for synchronization between Platform and the Channel may be disclosed to such service providers.

Point Click Integrate agrees to notify the Property of the errors it may diagnose during synchronization with the Channels.

Point Click Integrate will not be held liable for errors, problems and interruptions that arise from changes the Property carries out in its system or for errors arising from the changes made by the Channels on their systems or for the permanent damages arising from interruptions in the integration technology of the Channels. The Property agrees that such changes may require re-integration that may incur additional service fees, in which case Point Click Integrate will not be held liable for failure to synchronize or convey some information due to integration problems.

The Property agrees that some information may not be accessible (e.g. booking prices displayed in lump sum instead of daily rates) due to technical specifications of the Channels’ integration systems, or depending on their integration with Point Click Integrate technologies; that some information may not be updated; and that Point Click Integrate may not be held liable for interruptions arising from integration systems or from failure to integrate certain information with Point Click Integrate technology.

Point Click Integrate will not be held liable for errors and omissions that arise from Channels’ own adjustments without Point Click Integrate's involvement. Point Click Integrate will notify the Property of the recognized channel errors within a reasonable time period.

As part of the Channel Management Service, Point Click Integrate may also provide access to some free of charge channels including the websites of local agencies. The responsibility for any interruptions arising from use of such Channels will be borne by the Property, and Point Click Integrate will not indemnify the losses arising from such interruptions.

In cases where the Services are interrupted by maintenance works or similar situations, Point Click Integrate will make necessary updates as soon as possible. In consideration of the bookings received from the Channels, the Property will not pay fees to Point Click Integrate other than those determined for the Service. Channels reserve the right to charge a commission rate.

Point Click Integrate reserves the right to record and log all the information, requests and adjustments provided by the Property to the Channels or vice versa, in addition to its right to put forth the same as legal proof in case of disputes among the Property, Point Click Integrate and relevant Channels. The Property expressly authorizes Point Click Integrate to record and use such data when deemed necessary.

Service provider name or title of Point Click Integrate on the Channels will be viewed as Point Click Integrate, Point Click Integrate Distribution Network (HDN), HDN or HDN Global.

5
Terms of Content Management Service

Content Management Service refers to the service which allows the Property to upload on Point Click Integrate the templates and content developed by or on behalf of the Property and to make the same available on the Platform.

The Property will provide image- and text-based documentation for development of the website (“Customized Website”) to be published on the Platform that will be developed by using the Content Management Service.

The Property will be responsible for development of the Customized Website, necessary adjustments and settings on the Platform, and creating, uploading and management of relevant content. Point Click Integrate will be only responsible for providing the technology service that allows the Customized Website to be uploaded and published on the Platform.

The Property will receive necessary permissions and consents with regards to visual and written materials uploaded on the Platform while developing the Customized Website. In case of failure to satisfy this requirement, the Property will be held liable for all the losses incurred by Point Click Integrate which will be indemnified by the Property in accordance with Point Click Integrate's requests. Point Click Integrate has no control whatsoever over content registered and published on the Platform as part of the Content Management Service, and all rights and liabilities on such domain name and content shall rest with the Property. The Property will benefit from such service provided that it provides the content that holds necessary licenses and consents and/or is obtained in accordance with law. In cases where Point Click Integrate is determined that the Property, the Customer or other third persons have or may have published on the website content that contradicts facts, codes of conduct or laws or have or may have used the content without necessary consents and licenses; and/or that such content violates or may violate the rights of real or legal persons (including personal and intellectual property rights), Point Click Integrate may ask the Property to remove of such content within a certain time limit, personally remove the content and/or suspend the access to the Property website until such content is removed. In case of repeat of such violations, Point Click Integrate may suspend in parts or whole and/or terminate the Service.

The Property may also ask Point Click Integrate to develop the Customized Website or request Point Click Integrate's assistance while developing the same. Once the Property notifies Point Click Integrate of such a request, the parties will separately agree on the conditions governing website development. Use of the website shall be limited to the scope of the Service. Activities, products and services of the Property that do not fall within the scope of the Service may only be uploaded subject to the consent of Point Click Integrate.

6
Terms of Promotion Service

The Promotion Service refers to the service that is integrated with the online booking module of the Platform and allows the Property, during online sales, to carry out promotions listed on the Platform.

Also available for use on social media, the Promotion Service covers a service that is integrated with the online booking module of the Platform and allows the Clients to enjoy discounts provided that they share their booking information of Facebook before closing the purchasing screen or website. The post that shows the Customers’ booking information includes a link to the Property website which will enable other Clients redirected to the website to receive discounts offered by the Property.

As part of the Promotion Service, the Property will create fixed or percentage-based discounts and enable Clients visiting the website to receive promotional discounts, thanks to Point Click Integrate's option that requires Customers to share their booking info on Facebook. Accordingly, the Property will determine the intervals, frequency and applicable room types for the “Social Media Promotions” offered to Clients. The Property will be responsible for ensuring that the “Social Media Coupons” are used by Customers in accordance with the manner agreed by the Property.

7
Terms of Search Engine Optimization Service

Point Click Integrate Search Engine Optimization Service includes an online booking engine service which involves basic-level, embedded Search Engine Optimization (“SEO”).

By using SEO, Point Click Integrate may channel traffic from Google, Yandex, Bing and Yahoo to the Property website. However, Point Click Integrate does not warrant that traffic for the Property website or sales will increase as a consequence of this Service.

Point Click Integrate website employs methods including H1, headline and meta tags, while automatically creating sitemaps.xml files to quickly display the changes in the Property services or on the website in search engines. Point Click Integrate reserves the right to change from time to time the techniques employed at its discretion.

In line with the integrated analytic reporting service provided as part of the SEO Service, Point Click Integrate will partially or wholly share with the Property the information including how the Customers access the Property website, their countries of origin, URL addresses that link to the Property website, key words that ensure access to the Property website, number of page views and number of individual visitors, as well as statistics that list the best-selling or most profitable services.

8
Miscellaneous Terms Regarding Services

The fees payable to Point Click Integrate by the Property in consideration of the Services governed by the Terms herein are specified on the Website or Platform in line with the Service provided. Point Click Integrate may suspend use of the Services in case of any delayed or interrupted payment of such fees.

The Services governed by these Terms and Conditions are additional services provided through the Platform and they shall terminate in cases where the Property ends its use of the Platform for whatever reason or where the integration required for the Services cannot be performed/completed due to issues on the side of Property. In this case, Point Click Integrate will not be held liable to refund the fees already paid by the Property for the Services.

The entire liability of Point Click Integrate as part of the Services will be limited to direct damages and losses arising from issues on the side of Point Click Integrate, and the issues leading to such damages and losses will be notified to Point Click Integrate in no later than 5 (five) days following occurrence of the same. However, the compensation payable by Point Click Integrate will under no circumstances exceed the amount paid by the Property for the Service which caused such damages and losses.