Terms And Conditions

Terms of Service & Data Processing Agreement Ananas provides its service to you
subject to the following terms Ananas Services Agreement

This Services Agreement (the “Agreement”) is by and between you (“User” or “you”/“your”) and Ananas Company LTD (A.K.A. HotelFacts.net and its variant modules
published by the company), a Red sea limited liability company located at 50 Airportblock road, Hurghada, Red Sea 85400, EGY (“Ananas” or “we”/“our”/“us”). By using allor any part of the services described in this Agreement and/or by creating anaccount with Ananas (a “User Account”), you represent that you accept and willcomply with all of the terms of this Agreement, including all documents, policiesand supplemental terms referred to within it, which are incorporated into thisAgreement. If you are entering into this Agreement on behalf of a company or otherlegal entity, you represent that you have the authority to bind such entity to theterms of this Agreement, in which case “User” and “you” shall refer to such entity.Together, Ananas and the User will be referred to in this Agreement as the“Parties”.

1. The Services

• 1.1 Ananas provides various services to Accommodations, Tour Operators andaffiliates of travel and touristic services, including but not limited to Hotels,Resorts, accommodation, accommodation and/or any type of event (collectivelyreferred to as “Travel Products”).
• 1.2 The services provided by Ananas may include (but are not limited to) the
  following:
• 1.2.1 access to a daily stop sale management and blocked days productivity system,including but not limited to tour operators.
• 1.2.2 access to other users of Ananas’s online partner connectvity (Ananas partnercontract), and the opportunity to enter into contracts with such users to providethem with your accommodation data or aqcuire data shared by those other users.
• 1.2.3 access to travel agencies and other distribution channels, through which youmay provide your stop sale feed, room availability, retail prices and hotel factssheet. all of which you provide and offer to other users (subject to the terms youprovide and set of options you may select or subject to terms of business of thoseagencies and channels).
• 1.2.4 the opportunity to participate in Ananas’s affiliate marketing hub, throughwhich you can permit other users of the Ananas Marketplace to promote youraccommodation data and drive bookings, based on data you provided on Ananas platform,thus it holds you resbonsilbe to the reliability and genuinity of the data providedinto database. and Ananas Platform is not responsible for any incorrect dataprovided by your side.
• 1.3 All of the services described in Section 1.2 and any other services that may beprovided by Ananas from time to time (including the Ananas APIs) shall be referredto as the “Services”. Additional terms may apply to the provision of certainServices (“Supplemental Terms”), and such Supplemental Terms shall be incorporatedwithin the terms of this Agreement.
• 1.4 You acknowledge and agree that you have the following additionalresponsibilities if you subscribe to the Ananas Website Service:
• 1.4.1 You will be solely responsible for all activities conducted on or through anywebsite provided through the Ananas Website Service (a “Ananas Website”), whether ornot authorized by you and any transactions or interactions with end users of theAnanas Website. You will be solely responsible for providing end users of the AnanasWebsite with any applicable terms of use and privacy policy, including any requireddisclosure or explanation of the features of the Ananas Website and any goods orservices offered through the Ananas Website. You will also be solely responsible forensuring that the Ananas Website is fully compliant at all times with all applicablelaws, including but not limited to through its use of cookies, web beacons and anyother tracking technologies.
• 1.4.2 It is solely your responsibility to provide any User Content, information,equipment or software that may be necessary for you to use the Ananas WebsiteService.
• 1.4.3 You have sole responsibility for backing up all User Content. Ananas shall inno circumstances be responsible for the loss of any User Content.
• 1.4.4 You will use your best efforts to ensure that the User Content and AnanasWebsite are and will at all times remain free of all computer viruses, worms, Trojanhorses and other malicious code.
• 1.5 All Services are provided “as-is” and Ananas assumes no responsibility for thetimeliness, deletion, misdelivery or failure to store any User communications,personalisation settings or content, information or other data. You are responsiblefor obtaining access to the Services, and that access may involve third party fees(such as Internet service provider or airtime charges). You alone are responsiblefor all such fees. In addition, you must provide, and are responsible for, allequipment necessary to access the Services. You agree to use the Services in amanner consistent with all applicable laws and regulations and in accordance withthe terms of this Agreement.
• 1.6 Ananas reserves the right at any time to amend, suspend or discontinue any oneor more of the Services, with or without notice. You agree that Ananas shall not beliable to you or any third party for any such amendments, suspension ordiscontinuance of any Service.
• 1.7 Ananas may at any time and from time to time establish general practices andlimits concerning use of the Services, including without limitation the maximum diskspace, bandwidth, volume of Ananas API calls and server processing that will beallotted on Ananas’s servers on your behalf, and the maximum number of times (andthe maximum duration for which) you and your customers and/or agents may access theServices in a given period. You will comply with such practices and limits. You maynot reverse engineer, decompile or disassemble any Software. Ananas takes noresponsibility or liability for the deletion or failure to retain any messages andother communication or content, information or other data maintained or transmittedby the Services. These general practices may be amended and modified by Ananas fromtime to time with or without notice to you.
• 1.8 Your access to and use of any application programming interfaces (APIs) providedto you by Ananas (the “Ananas API”) is governed by the Ananas API Terms<a href=”#”>https://hotelfacts.net/legal/api-terms</a>, which are incorporatedherein by reference.

2. User Account

• 2.1 To access and use one or more of the Services, you will have to create anaccount (“User Account”).
• 2.2 If you are an individual, you must be at least 18 years old, and legally able tocarry out your business in your jurisdiction. You confirm that you will use theServices solely for the purposes of carrying on a business activity and not for anypersonal, household or family purpose. If you sign up for a User Account on behalfof your employer, your employer will be deemed to be the User for the purpose ofthis Agreement, and you represent and warrant that you have the authority to bindyour employer to this Agreement. Each User is responsible for: (a) ensuring that itsemployees, agents and subcontractors comply with this Agreement and (b) any breachof this Agreement by User’s employees, agents or subcontractors.
• 2.3 You shall ensure that all information you provide to Ananas in connection withyour User Account and use of the Services is at all times accurate, complete andup-to-date.
• 2.4 You are solely responsible for maintaining the confidentiality of your passwordand other User Account information. You are fully responsible and liable for allactivities on your User Account (including any sub-accounts as described in Section2.4).
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  2.5 If you are granted permission by Ananas to create sub-accounts within your UserAccount, such sub-accounts may be created solely for members of your organization,and not for any third parties.
• 2.6 You shall immediately notify Ananas of any unauthorised use of your UserAccount, password or any other breach of security.
• 2.7 You shall ensure that you exit and log off your User Account at the end of eachusage session. Ananas will not be liable for any loss or damage arising from yourfailure to comply with this Section 2.

3. Fees and Payments

• 3.1 General. Fees of service are not obligatory for each user of the platform, norobligatory to pay to use the modules provided to hotels. Premium subscription is notobligatory and remains as optional to unlock certain features within the platformwhich may add value to your property or you as a user. however the core principle ofthe platform to provide reliable service free of charge for each verified accountwhether you use premium service or free service. Premium Subscription (Notobligatory) fees are applicable to (a) Accommodation, Property, Hotel, Resort,Villa, Residental complex, Home rental, Holiday House, Summer House, Holidayfacility, city-break location, Camping rentals, and Travel Agencies, 3rd partyaffiliate (b) Business service fees are charged for Tour Operators, Direct IBE(Internet Booking Engine), and Web platforms serving as booking engine eitherautomatically or by help of a human agent. Business service fees are charged forexclusive service provided for the counter party and contracted as per deal for eachentity and it holds additional agreement between Ananas and the counter party. (c)Together, the Subscription Fees, the Service Fees, and the Additional Fees arereferred to as the “Fees”.
• 3.2 Payment Method. You must keep a valid payment method on file with Ananas to payfor all incurred and recurring Fees. Ananas will charge applicable Fees to any validpayment method that you authorize within your User Account (the “Authorized PaymentMethod”), and Ananas will continue to charge the Authorized Payment Method forapplicable Fees until all outstanding Fees have been paid in full.
• 3.3 Subscription Fees. The Subscription Fees are charged in advance on a recurringbasis (except where may otherwise have been agreed with you). Accordingly, whereapplicable, Ananas will attempt to automatically renew the Services on amonthly/yearly basis (each month being a “Billing Period”), and will automaticallycharge you the applicable Subscription Fees using the Authorized Payment Method. Ifyou wish to stop using one or more Service, you need to notify Ananas within yourUser Account at least two (2) business days prior to the start of the next BillingPeriod. We will then remove your access to such Service(s) from the end of your lastBilling Period.
• 3.4 Free Trials. Ananas may sometimes offer the opportunity to utilize one or moreServices for free (or partially free) for a limited period of time (“Free Trial”).If you are participating in a Free Trial, you shall have the right to use suchService(s) for the duration of the Free Trial without charge (or, as applicable,with the limited charges specified) until the expiration date of the Free Trial.Unless you notify Ananas by email that you do not wish to subscribe to suchService(s) at least two (2) business days prior to such expiration date, Ananas mayautomatically charge you for your first payment the day following expiry of the FreeTrial, and your subscription to the Service(s) shall then begin on the basis of thestandard Fees.
• 3.5 Service Fees. Ananas may offer you a choice of how to pay the Service Fees. If
  you choose to be invoiced by Ananas for the Service Fees on a monthly basis, Section
  • 3.5 (a) – (c) shall apply. If you choose to pay the Service Fees using “Ananas Pay”,Section 3.6 shall apply.
  • (a) Ananas shall send an invoice for the Fees to you at the beginning of each month,based on value debited and billing date).(b) Each invoice submitted by Ananas shall be paid in full by you by credit card.You are required to submit your credit card details before being invoiced by Ananas.
• 3.6 Ananas Pay. If you choose to pay the Service Fees using “Ananas Pay”, you willbe required to create an account with a third party payment provider, subject toseparate terms and conditions with such third party (the “Ananas Pay Provider”). Youagree to be bound by the Ananas Pay Provider’s terms and conditions.
• 3.7 Changes to Fees. Ananas reserves the right to increase the Fees from time totime with effect from the following month by providing you with no less than 30days’ notice. For the avoidance of doubt, Ananas does not need to notify you if wedecide to raise the price of a Service for which you are not subscribed.
• 3.8 Ananas will not charge you extra payment in case if subscription value hasincreased and you/your has already paid long period in advance, and there won’t beany limitation to your current subscription or removal of features from yoursubscripted premium package. however if higher package would be introduced/promotedincluding other features that your original package did not include, and you maywish to upgrade to new/higher package you should contact Ananas team via businessmail expressing your upgrade plan within at least (2) business days before newsubscription billing date, Ananas admin will assis in upgrading your package andcutting loses in cost due to changing your package.
• 3.9 Taxes.
  • 3.9.1 All amounts payable under this Agreement:
  • (a) will be exclusive of any applicable sales, use, excise, value added tax, orother tax or amount which may be levied on the Services provided for under thisAgreement. Where applicable, taxes payable will be reflected as separate items oninvoices, which will include a detailed description of such tax.
  • (b) shall be paid in full without any deductions except where the payor is requiredby law to deduct withholding tax from sums payable to the payee and remit to thelocal tax authorities. Payor shall promptly provide to payee any proof of suchremittances to the local tax authorities, including receipts issued from theappropriate tax regulatory authority or any other relevant documentation evidencingpayment of any amounts deducted pursuant to this clause.
• 3.9.2 There may be additional terms and conditions relating to taxes that are setout in the Supplemental Terms. It is your responsibility to ensure that you complywith all such additional terms.

4. Intellectual Property Rights

• 4.1 Ananas’s intellectual property rights in or arising out of the Services shall atall times be the property of Ananas. Nothing in this Agreement shall be regarded asthe assignment of any such intellectual property rights to you.
• 4.2 Any intellectual property rights in or arising out of the Services that may beowned by third parties shall at all times remain with such third parties.

5. User Content

• 5.1 Ananas does not claim ownership of any content that is submitted to or otherwisemade available by you for the use of any part of the Services (the “User Content”).The User Content includes, but is not limited to: information, data, text, software,music, sound, photographs, graphics, video, messages, goods, products, services orother materials. You are fully responsible for all of your User Content, includingfor archiving and backing up your User Content frequently.
• 5.2 You grant Ananas a worldwide, royalty-free and non-exclusive license to use,distribute, reproduce, modify, adapt, publicly perform and publicly display yourUser Content for the purposes of providing the Services. The license exists only foras long as you elect to continue to include such User Content on or within theServices and will terminate at the time the User removes such User Content from theServices and/or terminates this Agreement.
• 5.3 By using the Services, you agree that Ananas may use your name and logo inpresentations, marketing material, client lists, financial reports and on websiteslisting Ananas’s customers. If, pursuant to the provision of the Ananas WebsiteService, Ananas makes an icon available to you incorporating the words “powered byAnanas” (or similar) (the “Icon”), Ananas grants to you a limited, royalty-free andnon-exclusive license to use the Ananas name solely as incorporated within such Iconfor the purposes of displaying the Icon on your Ananas Website.
• 5.4 You agree not to upload, transmit or otherwise make available in connection withthe Services any User Content that is unlawful, subject to third party propertyrights, harmful, threating, abusive, harassing, torturous, defamatory, vulgar,obscene, libellous, invasive of another person’s privacy, hateful, racist orotherwise objectionable.
• 5.5 If Ananas becomes aware of any User Content violating Section 5.4 of thisAgreement, Ananas reserves the right to remove any such User Content from theServices.
• 5.6 Under no circumstances will Ananas be liable for the User Content, including butnot limited to, for any errors or omissions in User Content, or for any loss ordamage of any kind incurred as a result of the use of any User Content posted,transmitted or otherwise made available via the Services. You bear all risksassociated with the use of any of your User Content.

6. Third Party Services

• 6.1 Ananas may from time to time recommend, provide you with access to, and/orenable your use of third party software, applications, products, services or websitelinks (collectively, “Third Party Services”), including via the Ananas App Store.Such Third Party Services are made available only as a convenience, and yourpurchase, access or use of any such Third Party Services is solely between you andthe provider of the applicable Third Party Services (each, a “Third PartyProvider”). In addition to this Agreement, you also agree to be bound by theadditional terms applicable to any Third Party Services you purchase from, or thatare provided by, Third Party Providers.
• 6.2 Any use by you of Third Party Services offered through the Services or throughthe Ananas App Store is entirely at your own risk and discretion, and it is yourresponsibility to read the terms and conditions and privacy policies applicable tosuch Third Party Services before using them. In some instances, Ananas may receive arevenue share from Third Party Providers whose Third Party Services you use. Ananasdoes not provide any warranties or make representations to you with respect to anyThird Party Services. You acknowledge that Ananas has no control over Third PartyServices and shall not be responsible or liable to you or anyone else for such ThirdParty Services.
• 6.3 The availability of Third Party Services through the Services, including theAnanas App Store, or the integration or enabling of such Third Party Services withthe Services does not constitute or imply an endorsement, authorization,sponsorship, or affiliation by or with Ananas. Ananas does not guarantee theavailability of Third Party Services and you acknowledge that Ananas may disableaccess to any Third Party Services at any time in its sole discretion and withoutnotice to you. Ananas is not responsible or liable to anyone for discontinuation orsuspension of access to, or disablement of, any Third Party Service. Ananas stronglyrecommends that you seek specialist advice before using or relying on Third PartyServices, to ensure they will meet your needs.
• 6.4 If you install or enable a Third Party Service for use with the Services, yougrant Ananas permission to allow the applicable Third Party Provider to access yourdata and other materials and to take any other actions as required for theinteroperation of the Third Party Service with the Services, and any exchange ofdata or other materials or other interaction between you and the Third PartyProvider is solely between you and such Third Party Provider. Ananas is notresponsible for any disclosure, modification or deletion of your data or othermaterials, or for any corresponding losses or damages you may suffer, as a result ofaccess by a Third Party Service or a Third Party Provider to your data or othermaterials.
• 6.5 The relationship between you and any Third Party Provider is solely and strictlybetween you and such Third Party Provider, and Ananas has no obligation to intervenein any dispute arising between you and a Third Party Provider.
• 6.6 Under no circumstances shall Ananas be liable for any direct, indirect,incidental, special, consequential, punitive, extraordinary, exemplary or any otherdamages or loss whatsoever, that result from any Third Party Services and/or yourcontractual relationship with any Third Party Provider. These limitations shallapply even if Ananas has been advised of the possibility of such damages. Theforegoing limitations shall apply to the fullest extent permitted by applicable law.
• 6.7 You agree to indemnify and hold Ananas, its affiliates, respective officers,directors and employees harmless from any claim or demand, including reasonableattorneys’ fees, arising out of your use of a Third Party Service and/or yourrelationship with a Third Party Provider.

7. Confidentiality and Data Protection

• 7.1 Any information disclosed by or on behalf of one Party to the other Party duringthe term of this Agreement that is identified as being proprietary and/orconfidential or that, by the nature of the circumstances surrounding the disclosure,ought in good faith to be treated as proprietary and/or confidential, including,without limitation, all information pertaining to a Party’s business, technicalprocesses and formulas, software, customer and prospective customer lists, productdesigns, sales, costs, unpublished price lists and other financial information,business plans, and marketing data, constitute “Confidential Information.” The Partyreceiving Confidential Information of the disclosing Party will maintain safeguardsagainst its destruction, loss, alteration or disclosure, which safeguards shall beconsistent with industry best practices and no less rigorous than the protectionsafforded by the receiving Party to its own proprietary information and will not,during or after the term of this Agreement, (a) use any such ConfidentialInformation for any purpose other than to perform the receiving Party’s obligationsor exercise the receiving Party’s rights under this Agreement and (b) disclose anysuch Confidential Information to any third party, other than disclosures made byAnanas pursuant to the activities contemplated in this Agreement. Notwithstandingthe foregoing, the obligations of this Section 7 do not apply to information whichis: (i) generally available to the public, without any obligation ofconfidentiality, other than by a breach of this Agreement by the receiving Party;(ii) rightfully received by the receiving Party from a third party without anyobligation of confidentiality; (iii) independently developed by the receiving Partywithout reference to or reliance on the other Party’s Confidential Information; or(iv) generally made available to third parties by the disclosing Party withoutrestriction on disclosure. Upon termination of this Agreement, or upon thedisclosing Party’s earlier request, the receiving Party will return, or destroy andcertify as such, all of the disclosing Party’s Confidential Information in thereceiving Party’s possession or under the receiving Party’s control and will ceaseall use of such Confidential Information.
• 7.2 In relation to the Services, each Party shall comply with all requirements ofapplicable data processing laws and regulations (the “Data Protection Legislation”).Each Party acknowledges that, for the purposes of the Data Protection Legislation,you are the data controller and Ananas is the data processor. For the avoidance ofdoubt, you may not use any personal information (including e-mail addresses or othercontact details) that is collected or acquired through your use of the Services inany way unless you have the lawful right to do so.
• 7.3 The Parties agree to the terms of the data processing agreement set forth inAnnex 1 (the “Data Processing Agreement”) in relation with Ananas’s processing ofpersonal data on your behalf.

8. Record Retention

• Ananas shall compile and retain records of transactions, User Content and datarelated to the Services provided to you. You acknowledge and agree that Ananas maypreserve, delete, and/or disclose any of the foregoing if required to do so by lawor in the good faith believe that such preservation, deletion or disclosure isreasonably necessary to: a) comply with legal process; b) enforce this Agreement; orc) defend Ananas’s rights and/or those of any third parties.

9. Limitation of Liability

• 9.1 All usage of the Services is at your own risk.
• 9.2 Neither Ananas nor its affiliates, nor any of their respective officers,directors, members, shareholders, employees, agents, third party content providers,or licensors warrant that the Services or the Software will be uninterrupted,timely, secure or error-free, nor do they provide any warranty as to (a) the resultsthat may be obtained from the use of any Service or the Software including theiraccuracy, reliability, quality, adequacy, timeliness or authenticity; or (b) theaccuracy, reliability, quality, adequacy, timeliness or authenticity of anyadvertisements, information, services, products, merchandise and/or other materialthat is purchased through or provided via the Services. The Services and theSoftware are provided on an “as is” and “as available” basis without warranties ofany kind, either express or implied, including, but not limited to, warranties ofmerchantability, non-infringement or fitness for a particular purpose.
• 9.3 In no event will Ananas, or any person or entity involved in creating, producingor distributing the Services or Software, be liable to you or to any other person orentity for any indirect, incidental, special, punitive or consequential damages, orloss of profit or revenue arising out of the use of or inability to use the Servicesor Software (including the Ananas APIs), including but not limited to lossesincurred as a result of the modification of content or the failure of any content totransfer to a Ananas Website, any decrease in web traffic, SEO ranking, or any otherimpact on your business, whether financial or otherwise. This disclaimer ofliability applies to any damages or injury caused by any failure of performance,error, omission, interruption, deletion, defect, delay in operation or transmission,computer virus, communication line failure, theft or destruction or unauthorizedaccess to, alteration of, or use of record, whether for breach of contract, tortiousbehaviour, negligence, or under any other cause of action regardless of whetherAnanas had notice of the cause or such cause was foreseeable. These disclaimers andlimitations shall apply even in the event of a fundamental or material breach or abreach of the fundamental or material terms of this Agreement. To the maximum extentpermitted by law, Ananas’s liability to you under this Agreement shall be limited tothe Service Fees paid by you to Ananas in the six (6) months immediately precedingthe date the cause of action arose.
• 9.4 You agree to indemnify and hold harmless Ananas, its affiliates, respectiveofficers, directors and employees, from and against any and all claims of thirdparties relating to, arising out of or resulting from use of the Services andSoftware (including the Ananas APIs), other than claims arising from grossnegligence or wilful misconduct of Ananas, its affiliates, respective officers,directors and/or employees.
• 9.5 By using any Service and agreeing to this Agreement, you acknowledge that youhave not relied on any prior representation, warranty or other assurance made by oron behalf of Ananas, and you waive all rights and remedies which might otherwise beavailable to you in respect of such representation, warranty or other assurance,provided that nothing in this Section shall exclude or limit any liability forfraud.

10. Suspension and Termination

• 10.1 Without affecting any other right or remedy available to it, either Party mayterminate this Agreement at any time. If you wish to terminate this Agreement, youmust do so by notifying us through your User Account. Ananas may suspend and/orterminate any one or more of the Services at any time without notice.
• 10.2 Ananas may terminate the Services with immediate effect by giving writtennotice to you if:
  • 10.2.1 you commit a material breach of any of the provisions of this Agreement; or
  • 10.2.2 you become insolvent, cease to trade or have a liquidator, receiver, manager,administrator or administrative receiver or similar officer appointed in respect ofthe whole or part of your business, or enter into any arrangement or compositionwith your creditors, or are made bankrupt, or undergo a similar or analogous eventin any jurisdiction;
  • 10.2.3 you fail to pay any amount due and payable pursuant to Section 3, afterAnanas has sent you a notification of payment failure; or
  • 10.2.4 your User Account has been inactive for a period of ninety (90) days or more;or
  • 10.2.5 if you object to the use of any sub-processor according to the DataProcessing Agreement.
• 10.3 Upon termination, Ananas may in its sole discretion close your User Account,delete any existing data from your User Account, and refuse any future submission ofdata from you.
• 10.4 Upon termination, all unpaid Fees shall become due and payable.

11. Amendments to Agreement

• Ananas may update or replace this Agreement without prior notice to you and at oursole discretion at any time by posting a new version to the Ananas website. Yourcontinued access to or use of the Services and/or Software indicates your acceptanceof the current published version of the Agreement.

12. Force Majeure

• Ananas shall not be in breach of this Agreement nor liable for delay in performing,or failure to perform, any of its obligations under this Agreement if such delay orfailure result from events, circumstances or causes beyond its reasonable control.

13. Notifications

• 13.1 TripAdvisor LLC dba Ananas does not accept legal notices or service of legalprocess by any means other than hard copy post delivered to TripAdvisor LLC, 400 1stAvenue, Needham, MA 02494, USA. For the avoidance of doubt and without limitation,TripAdvisor LLC therefore does not accept notices or legal service deposited uponany of its affiliates or subsidiaries.
• 13.2 All other notifications given in connection with this Agreement may be inwriting via email. Ananas’s email address is info@Ananas.is.

14. Assignment and other Dealings

• 14.1 Ananas may at any time assign, subcontract, delegate or deal in any othermanner with any or all its rights and obligations related to the Services and thisAgreement.
• 14.2 You shall not assign, transfer, delegate or deal in any other manner with anyof its rights and obligations related to the Services and this Agreement without theprior written consent of Ananas, to be given or withheld in Ananas’s solediscretion.

15. Governing Law and Jurisdiction

• 15.1 This Agreement and any dispute or claim (including non-contractual disputes orclaims) arising out of or in connection with it or its subject matter or formationshall be governed by and construed in accordance with the law of the Commonwealth ofMassachusetts, USA. Subject to Section 15.2, each Party hereby consents to theexclusive jurisdiction and venue of courts in Massachusetts, USA and stipulates tothe fairness and convenience of proceedings in such courts for all disputes, bothcontractual and non-contractual, arising out of or relating to the use of theServices. All claims against TripAdvisor LLC arising from or relating to theServices must be heard and resolved in a court of competent subject matterjurisdiction located in the Commonwealth of Massachusetts. Use of the Services isunauthorized in any jurisdiction that does not give effect to all provisions ofthese terms and conditions, including, without limitation, this section.
• 15.2 Nothing in this Section 15 shall limit the right of TripAdvisor LLC to takeproceedings against you in any other court, or courts, of competent jurisdiction.The foregoing shall not apply to the extent that applicable law in your country ofresidence requires application of another law and/or jurisdiction.

DATA PROCESSING AGREEMENT

• BACKGROUND AND PURPOSE OF PROCESSINGIn relation to the Services, Ananas (the “Processor”) may process information anddata, which can be considered Personal Data in the meaning of data protectionlegislation, i.e. Regulation 2016/679 of the European Parliament and of the Councilof 27 April 2016 effective from 25 May 2018 (“Data Protection Legislation”), onbehalf of the User (the “Controller”).
• Where the Processor processes such Personal Data on behalf of the Controller, theProcessor is considered a data processor according to Data Protection Legislation,and the Controller a data controller.
• The purpose of this Data Processing Agreement is to regulate the Parties’ rights andobligations in relation to the Processor’s processing of Personal Data on behalf ofthe Controller, particularly to ensure the secure processing of the Personal Dataand to fulfil the requirement of the Data Protection Legislation.
• 15.2 PROCESSING OF PERSONAL DATA AND CATEGORIES OF PERSONAL DATA AND DATA SUBJECTS

1.1 The Processor will process Personal Data related to the Controller’s business
activities on behalf of the Controller (the “Data Subjects”).

1.2 The Processor will process the personal data uploaded by the Controller on the
Processor’s Software (the “Personal Data”). They may include e.g.:

· Contact information · Travel arrangement information · Sensitive Personal Data,
such as religious beliefs and health information.

15.3 THE PROCESSOR’S OBLIGATIONS

2.1 The Processor is only permitted to process Personal Data on behalf of theController in accordance with this Data Processing Agreement or in accordance withthe Controller’s documented instructions, unless the Processor is authorized to doso by law.

2.2 The Processor shall ensure that its employees, and others who have access to the
Personal Data, only process the Personal Data according to the instructions given by
the Controller.

15.4 THE CONTROLLER’S OBLIGATIONS

3.1 The Controller warrants that it has the right to process the Personal Data in
question, and that it has the right to appoint the Processor to process the Personal
Data on the Controller’s behalf.

3.2 The Controller shall be responsible for notifying the processing activities to
the applicable data protection authority and/or acquiring a permit for the
processing, where applicable.

15.5 CONFIDENTIALITY AND TRAINING OF EMPLOYEES

The Processor shall ensure that all employees, and others who may have access to the
Personal Data, have committed themselves to confidentiality about everything they
learn of while processing Personal Data on behalf of the Controller.

15.6 SECURITY MEASURES

5.1 The Processor shall ensure that appropriate technical and organizational
measures are implemented to ensure a level of security of the Personal Data
processed on behalf of the Controller. The measures shall ensure a level of security
appropriate to the risk, taking into account the state of the art, the cost of
implementation and the nature, scope, context and purpose of processing as well as
the risk of varying likelihood and severity for the rights and freedoms of natural
persons.

5.2 The Processor is responsible for ensuring that the technical and organizational
measures adopted at all times are appropriate and sufficient.

5.3 For the purposes of preventing and limiting damage caused by human error, theft,
fraud and other abuse, the Processor will implement and maintain:

· the ability to ensure the ongoing confidentiality, integrity, availability and
resilience of processing systems and services; · the ability to restore the
availability and access to Personal Data in a timely manner in the event of a
physical or technical incident; and · a process for regularly testing, assessing and
evaluating the effectiveness of technical and organizational measures for ensuring
the security of processing.

5.4 The Processor will limit the access to the Personal Data to only those who need
it for the purpose of its duties according to this Data Processing Agreement.

5.5 The Processor will ensure that all employees, who have access to the Personal
Data from the Controller, have received appropriate training on the laws relating to
the handling of Personal Data and are aware both of the Processors‘ duties, as well
as their personal duties and obligations under Data Protection Legislation and this
Data Processing Agreement.

5.6 The Processor shall notify the Controller without undue delay after becoming
aware of a Personal Data breach and shall take reasonable steps to mitigate the
effects and to minimize any damage resulting from such breach. To assist the
Controller in relation to any Personal Data breach notification the Controller is
required to make under the relevant Data Protection Legislation, such a notification
shall include information the Processor reasonably is able to disclose to the
Controller, taking into account the nature of the service, the information available
to the Processor and any restriction on disclosing the information, such as
confidentiality.

5.7 The Processor shall inform the Controller of where the Personal Data is stored
upon request. The Processor may transfer Personal Data outside the European Economic
Area, however only if such transfer is to an entity in a country that provides an
adequate level of personal data protection within the meaning of Data Protection
Legislation or the entity: (a) is part of the EU-U.S. Privacy Shield Framework; or
(b) uses Standard Contractual Clauses adopted by the European Commission. If the
mechanism used by the Parties for the transfer of Personal Data to third countries
should become invalid, the Parties will promptly put in place an alternative
mechanism for the transfer of Personal Data to third countries. Ananas primarily
hosts the Personal Data at Amazon Web Services.

15.7 INTERNAL AUDIT

6.1 The Processor shall conduct an internal audit of the processing of Personal Data
to make sure the Personal Data is processed in accordance with applicable law and
that appropriate security measures have been implemented.

6.2 The internal audit shall be conducted regularly. The frequency and scope of the
audit shall be decided depending on the risk involved by the processing, the nature
of the data being processed, the technique being used to ensure the security of the
data and the cost of the audit. The audit shall be performed at the least once a
year.

6.3 The Processor shall prepare a report on the performance of the internal audit.
The report shall describe the outcome of each element of the audit. The reports
shall be securely stored.

15.8 SUBPROCESSORS

7.1 The Controller accepts the Processor’s use of sub-processors to perform specific
processing activities according to this Data Processing Agreement. A list of the
Processors sub-processors shall be available upon reasonable request. The Controller
can always object to the use of sub-processors within 30 days from receipt of such
list.

7.2 The Processor shall impose materially the same data protection obligations as
set out in this Data Processing Agreement and the Data Protection Legislation on any
sub-processor.

7.3 The Processor shall always remain fully liable to the Controller for the
performance of the sub-processor’s obligations.

15.9 DATA SUBJECT REQUESTS AND THIRD PARTY RIGHTS

8.1 The Processor shall assist the Controller by appropriate technical and
organizational measures, to the extent reasonable possible, to respond to requests
for exercising any Data Subject’s rights in accordance with the Data Protection
Legislation, e.g. access to Personal Data, rectification or erasure of data and
portability of data. The same applies to any requests and enquiries by relevant
supervisory authorities.

8.2 The Processor shall refer any Data Subjects’ requests which relate to the
Controller’s data to the Controller.

15.10 DURATION OF DATA PROCESSING AGREEMENT

The Data Processing Agreement shall be valid as long as the Agreement is in force.

15.11 ERASURE OR RETURN OF PERSONAL DATA

10.1 The Processor shall, in consult with the Controller, erase the Personal Data
where the data is no longer necessary in relation to the purposes for which they
were collected, unless otherwise required by law.

10.2 The Controller can at any time instruct the Processor to erase or return
Personal Data to the Controller. The Processor shall respond to such instructions as
soon and to the extent reasonably possible.

10.3 Upon the termination of this Data Processing Agreement the Processor shall, at
the Controller’s choosing, erase or return all Personal Data it stores or has access
to, to the Controller. The Processor shall also erase all copies of the Personal
Data, unless the Processor is obligated by law to store the data.

15.12 INDEMNITY AND COSTS

11.1 Each Party will hold the other Party harmless of any claims, damages, penalties
and any costs or fees, of whatever nature incurred by the Party or for which the
Party may become liable due to any failure by the other Party or its employees or
agents to comply with any of its obligations under this Data Processing Agreement or
any Data Protection Legislation.

11.2 The Controller shall indemnify and keep indemnified the Processor against all
costs that relate to the Processor’s assistance to the Controller based on this Data
Processing Agreement.

15.13 ACCESS TO INFORMATION ON PROCESSING

The Processor shall make available to the Controller all information necessary to
demonstrate compliance with the obligations laid down by Data Protection Legislation
and this Data Processing Agreement, upon request from the Controller.

15.14 CONTACTS

All notifications according to this Data Processing Agreement shall be done in
writing via email. Ananas’s email address is agreement@hotelfacts.net

15.15 OTHER

14.1 This Data Processing Agreement shall prevail over other agreements in relation
to the Processor’s processing of Personal Data on behalf of the Controller and other
related obligations. Any other provisions of the Agreement shall remain in effect.

14.2 The Processor confirms that it has the ability and competence to fulfil the
obligations set out in this Data Processing Agreement.