These Terms of Service for the Hotel Center by Google (“Terms”) are entered into by Google Ireland Limited (“Google”) and the entity executing these Terms or that accepts these Terms electronically (“Travel Partner”). These Terms govern Travel Partner’s use of the Google Hotel Center, including related services, features and functionality (“Services”) (i) that are accessible through the account(s) given to Travel Partner in connection with these Terms (“Accounts”) or (ii) that incorporate these Terms by reference (collectively, “Hotel Center”).
1. Using Hotel Center. Travel Partner may submit data, feeds or other content (“Content”) to Hotel Center using various means, including through Google APIs. Travel Partner agrees to submit Content in a manner that complies with any instructions or specifications made available to Travel Partner by Google. Google may make available functionality that permits Travel Partner to export, link, transfer to or otherwise use Content from Hotel Center with another Google service. In that case, the terms and conditions of such other Google service will apply with respect to Travel Partner’s use of such service, provided that Travel Partner’s use of Hotel Center will continue to be governed by these Terms. If Travel Partner chooses to use certain optional Hotel Center Services, then Travel Partner may be required to agree to separate terms that are specific to those Services. Some Hotel Center Services are identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Travel Partner may not disclose any information from or about Beta Features or the terms or existence of any non-public Beta Features. Google or its Affiliates may suspend, modify or discontinue Services, including Beta Features, at any time. For purposes of these Terms, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Google from time to time.
2. Account. Travel Partner’s use of Hotel Center is subject to creation and approval by Google of one or more Account(s). In order to verify Accounts, and from time-to-time, Google may require additional information, including legal entity name, business offering, primary contact, phone number, address, and relevant domains. Travel Partner is responsible for its use of Hotel Center, including all access to and use of Accounts, Content submitted to Hotel Center through Accounts and safeguarding of Account usernames and passwords.
3. Policies.
a. Travel Partner’s use of Hotel Center is subject to (i) the applicable Google policies available at https://support.google.com/hotelprices/topic/11077677 and all other policies made available by Google to Travel Partner, as may be modified by Google from time to time (collectively, “Policies”), (ii) these Terms and (iii) Travel Partner’s compliance with applicable law(s).
b. In connection with Hotel Center, (i) Google will comply with the Google Privacy Policy available at google.com/policies/privacy (as modified from time to time) and (ii) to the extent applicable, Google and Travel Partner agree to the Google Controller-Controller Data Protection Terms at https://privacy.google.com/businesses/gdprcontrollerterms/ (“Data Protection Terms”). Google will not modify the Data Protection Terms, except as expressly permitted under the Data Protection Terms.
4. Travel Partner Content.
a. Travel Partner hereby grants to Google an irrevocable, worldwide, royalty-free license to use Content (to the extent protected by intellectual property rights) in connection with Google’s or its Affiliates’ products and services for the maximum duration of such intellectual property rights under applicable law. Travel Partner agrees that Google and may sublicense these rights to Affiliates and contractors performing services for Google, and to Google’s users so they can use such content in connection with using Google’s or its Affiliates’ products and services.
b. If Content submitted by Travel Partner contains URLs or similar content, Travel Partner hereby grants to Google the right to access, index, cache or crawl the URL(s) and the content available through such URL(s) (“Destinations”). For example, Google may utilize an automated software program to retrieve and analyze websites associated with such URLs. Travel Partner agrees that any content collected by Google or its Affiliates from Destinations will be considered Content and treated as such in accordance with these Terms.
c. By using Hotel Center, Travel Partner authorizes Google to use any trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers in connection with Google's authorized use of Content.
5. Testing. Travel Partner authorizes Google and its Affiliates to (a) periodically conduct tests that may affect Travel Partner’s use of Services (including as relates to Destinations, quality, ranking, performance, formatting or other adjustments) without notice to Travel Partner, and (b) automate retrieval and analysis of, and create test credentials to access, Destinations.
6. Warranties.
a. Each party warrants that it has full power and authority to enter into these Terms.
b. Travel Partner represents and warrants that:
i. it holds, and will maintain, the rights to grant the licenses and permissions set forth in Section 4;
ii. it will not provide any Content that violates Policies, applicable law or any applicable privacy policies, or infringes any third party intellectual property rights;
iii. it has all necessary rights and consents to make available to Google any information collected from or about an individual that is subject to protection under applicable data privacy or data protection laws or regulations; and
iv. the information and authorizations provided by Travel Partner (including all necessary product-related disclosures required to display Travel Partner offers) are and will remain complete, correct and current.
c. The parties’ only warranties under these Terms are expressly set out in this Section 6 (Warranties). Subject to Section 7(b) (Exceptions to Limitations), the parties disclaim all conditions, warranties and other terms not expressly set out in these Terms (including any implied warranties of merchantability or fitness for a particular purpose).
7. Limitation of Liability. In this Section 7 (Limitation of Liability), “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, and whether or not foreseeable or contemplated by the parties.
a. Limitations. To the extent permitted by applicable law and subject to Section 7(b) (Exceptions to Limitations):
i. neither party will have any Liability arising out of or relating to these Terms for any lost revenues or profits (whether direct or indirect); or any special, indirect, incidental or consequential losses (whether or not foreseeable or contemplated by the parties at the Effective Date); and
ii. each party’s total Liability arising out of or relating to these Terms is limited to £25,000 GBP
b. Exceptions to Limitations. Nothing in these Terms excludes or limits either party’s Liability for:
i. death or personal injury resulting from its negligence or the negligence of its employees or agents;
ii. fraud or fraudulent misrepresentation;
iii. its obligations under section 8 (Indemnity); or
iv. matters for which Liability cannot be excluded or limited under applicable law.
8. Indemnification. To the extent allowed by applicable law, Travel Partner will defend and indemnify Google, its Affiliates, agents and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party legal proceeding to the extent arising out of or related to Travel Partner’s Content, Destinations, use of Hotel Center, its related Services or any breach of these Terms by Travel Partner.
9. Termination. Google reserves the right to restrict, suspend or terminate (in whole or in part) Travel Partner’s access to, or use of, Hotel Center, the Services or the Account(s) upon written notice (or with 30 days’ prior notice if required by applicable law) if: (a) Travel Partner breaches these Terms, any Policies or applicable law(s); (b) Google is required to do so to comply with a legal requirement or a court order; or (c) Google reasonably believes that Travel Partner’s conduct causes harm or liability to another Travel Partner, a third party or Google. If Travel Partner believes its access to the Hotel Center, the Services or the Account(s) has been restricted, suspended or terminated in error, Travel Partner should refer to the appeal process in the Policies. Travel Partner may terminate these Terms at any time by closing its Account(s) and ceasing to use Hotel Center.
10. Changes to Terms. Google may make non-material changes to these Terms at any time without notice, but Google will provide advance notice of any material changes to these Terms. Changes to the Terms will not apply retroactively and will become effective 15 days after posting on this page. However, changes made for legal reasons or in urgent situations (such as preventing ongoing abuse) will be effective immediately upon notice.
11. Governing Law; Dispute Resolution. All claims arising out of or relating to these Terms or Hotel Center will be governed by English law, and the parties submit to exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerns these Terms or Hotel Center] . If Travel Partner is based in an applicable jurisdiction, Travel Partner may also apply to resolve a dispute with Google arising in relation to these Terms or Hotel Center through mediation. Travel Partner can find more details about the mediators Google is willing to engage with and instructions on how to request mediation here. Except as required by applicable law, mediation is voluntary and neither Travel Partner nor Google is obliged to settle disputes through mediation.
12. Miscellaneous. (a) These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects, including any Content License Agreement(s) between Google and Travel Partner for content submitted to Hotel Center following Travel Partner’s acceptance of these Terms. (b) Travel Partner may not make any public statement regarding the relationship contemplated by these Terms (except when required by law). (c) Except for modifications to the Terms by Google under Section 10, any amendment to these Terms must be agreed to by both parties and must expressly state that it is amending these Terms. (d) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact or other address on file). Emails are written notices. The email address for notices being sent to Google’s Legal Department is legal-notices@google.com. All other notices to Travel Partner will be in writing and sent to an email address associated with Travel Partner’s account. All other notices to Google will be in writing and addressed to Travel Partner’s primary contact at Google or other method made available by Google. Notice will be treated as given on receipt, as confirmed by written or electronic means. These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (e) Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms. (f) If any provision of these Terms is found unenforceable, that provision will be severed and the balance of the Terms will remain in full force and effect. (g) Travel Partner may not assign any of its rights or obligations under these Terms without Google’s prior written consent. (h) There are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership, joint venture or employment relationship among the parties. (j) Sections 1, 4, 6-9 and 11-12 will survive expiration or termination of these Terms. (k) No party or its Affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.