Terms of Use

SECTION 0: COMPANY INFORMATION AND OPERATING ENTITIES

0.1 Primary Operating Entity

Expereon is operated and maintained by ExpereonLLC, with principal operations and governance under Cayman Islands law. Expereon operates exclusively on a Business-to-Business (B2B) basis and does not sell travel products directly to end consumers.

All services are provided exclusively to registered business partners, including Online Travel Agencies (OTAs), tour operators, travel distributors, travel agents, hotel chains, and other authorized B2B partners ("Partners") for their subsequent distribution to end consumers.

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0.2 Regulatory Compliance

Expereon maintains appropriate travel industry licenses, permits, and regulatory registrations in each jurisdiction where it conducts business. Expereon complies with local travel industry regulations, consumer protection laws, data protection requirements (including GDPR), financial services regulations, and anti-money laundering (AML) requirements applicable to the jurisdictions in which it operates.

Partners acknowledge that Expereon acts as an intermediary in contracting accommodations and other travel services on behalf of Partners and their end consumers, and that Partners bear responsibility for ensuring full compliance with applicable laws, regulations, and consumer protection requirements in their respective jurisdictions.

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0.3 Liability Attribution and Relationship Structure

When using the Expereon Platform, Partners engage with Expereon as a B2B intermediary and technology service provider. Partners acknowledge that:

(a) Expereon acts as an intermediary facilitating connections between Partners, travel service suppliers, and end consumers;

(b) Expereon does not directly contract with end consumers and shall not be considered an Organizer, Trader, or Retailer under applicable travel directives including the EU Package Travel Directive unless expressly acknowledged in writing;

(c) Partners bear sole responsibility for communicating travel service terms, conditions, pricing, cancellation policies, and all material information to end consumers prior to booking execution;

(d) Partners are responsible for obtaining all necessary authorizations and consents from end consumers, including parental or guardian consent for party members under eighteen (18) years of age;

(e) Travel services are subject to the terms, conditions, and policies of the underlying travel service suppliers; and

(f) Partners remain liable to Expereon for all payment obligations arising from bookings made through the Platform, regardless of whether end consumers ultimately use or pay for the services.

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SECTION 1: INTRODUCTION AND ACCEPTANCE

1.1 Scope and Binding Effect

These Terms of Use ("Terms") govern your access to and use of the Expereon Platform, website, applications, and all services provided therein (collectively, the "Platform").

By accessing, browsing, or using any part of the Expereon Platform, you acknowledge that:

(a) You are a legally authorized representative of a registered travel business entity;

(b) You have authority to bind your organization to these Terms;

(d) You will comply with all applicable laws, regulations, and industry standards in your jurisdiction.

If you do not agree with all provisions of these Terms, or if you are not a registered B2B travel business partner, you are not permitted to access or use the Platform.

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1.2 Modifications to Terms

Expereon reserves the right to modify these Terms at any time by posting updated versions on the Platform.

For modifications that materially alter your rights or obligations (including but not limited to changes to liability limitations, payment obligations, warranty disclaimers, data processing practices, or termination rights), Expereon will provide thirty (30) days' advance written notice to your registered email address.

Your continued access or use of the Platform after modifications are published constitutes your acceptance of such modifications. If you do not agree to modified Terms, you must cease using the Platform within the notice period and notify Expereon in writing.

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1.3 Entire Agreement

These Terms, together with the Privacy Policy, Payment Agreement (where applicable), and any other policies posted on the Platform, constitute the entire agreement between you and Expereon regarding your use of the Platform.

In the event of any conflict between provisions in these Terms and any separate Partner Agreement or commercial arrangement, the separately executed agreement shall take precedence.

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SECTION 2: PERMITTED AND PROHIBITED USE

2.1 Permitted Activities

You are permitted to use the Expereon Platform solely for lawful B2B purposes and in strict compliance with:

(a) All applicable local, national, and international laws, regulations, and industry standards;

(b) All applicable travel industry regulations and consumer protection laws in jurisdictions where you distribute travel services;

(d) All data protection and privacy laws including GDPR and applicable AML regulations;

(e) ISOIEC 27001:2022 information security best practices and standards; and

(f) All rate, inventory, and property information confidentiality obligations.

Authorized use includes: searching for travel inventory availability; reviewing rates and property information; creating and managing reservations; processing bookings through your user account; integrating with the Platform via authorized API credentials; and distributing travel services to your end consumers in accordance with your Partner status.

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2.2 Prohibited Use and Conduct

You agree not to use the Expereon Platform in any manner that:

2.2.1 Legal and Security Violations

(a) Violates any applicable law, statute, ordinance, regulation, or court order;

(b) Constitutes illegal activity or facilitates unlawful conduct including money laundering, fraud, sanctions violations, or AML breaches;

(d) Circumvents technical security measures, encryption protocols, API access controls, credential restrictions, or authentication mechanisms;

(e) Introduces malware, viruses, worms, ransomware, logic bombs, Trojans, or other harmful code;

(f) Disrupts, degrades, interferes with, or causes disproportionate saturation in Platform functionality, infrastructure, or systems;

(g) Enables unauthorized access to Expereon systems, Partner systems, or third-party networks;

(h) Compromises or discloses API credentials, Integration Credentials (including API Keys, Client codes, and Access configurations), or authentication tokens; or

(i) Facilitates fraud, deception, payment card fraud, chargebacks, unauthorized transactions, or financial crimes.

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2.2.2 Competitive and Commercial Violations

(j) Reproduces, duplicates, copies, or otherwise commercially exploits Platform access, services, or content without express written authorization;

(k) Engages in automated data extraction, web scraping, indexing, systematic harvesting, or monitoring of rates, pricing, inventory, property information, or supplier data;

(l) Discloses confidential rates, pricing, inventory, or supplier information to any third party, including competitors, hotels, or other travel businesses, except as expressly authorized;

(m) Operates bots, crawlers, spiders, automated systems, or scripts designed to monitor, collect, or extract data from the Platform without authorization;

(n) Attempts to reverse-engineer, decompile, disassemble, or circumvent the Platform's technological infrastructure, security mechanisms, or access controls;

(o) Uses the Platform to conduct competitive rate shopping, competitive intelligence gathering, or other purposes competitive to Expereon's business;

(p) Engages in room blocking, including blocking multiple rooms with unconfirmed names; or

(q) Submits bookings of six (6) or more rooms per stay classified as Group Bookings without obtaining prior hotel confirmation and Expereon approval.

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2.2.3 Fraud and Account Abuse

(r) Submits false, fraudulent, misleading, incomplete, or inaccurate information in user accounts, booking details, or Partner registration;

(s) Impersonates another person or entity, or misrepresents your identity, authorization, or business status;

(t) Engages in credit card fraud, unauthorized payment transactions, or payment manipulation;

(u) Conducts identity theft or impersonation through the Platform;

(v) Manipulates booking systems, falsifies reservation details, or engages in booking fraud;

(w) Engages in harassment, threats, defamation, abuse, or discrimination against other users based on protected characteristics;

(x) Transmits unsolicited bulk communications, spam, phishing attempts, or promotional material;

(y) Collects, tracks, monitors, or processes personal information of other users without authorization; or

(z) Uses the Platform for any obscene, immoral, illegal, or otherwise unlawful purpose.

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2.2.4 Credential and Access Control Violations

(aa) Discloses, transfers, shares, sublicenses, or otherwise makes Integration Credentials available to any third party, including affiliates, subsidiaries, contractors, or clients, without Expereon's prior written consent;

(bb) Fails to maintain confidentiality of API Keys, Client codes, Access configurations, or other authentication credentials;

(cc) Fails to promptly notify Expereon of suspected credential compromise, unauthorized access, or security incidents;

(dd) Uses Integration Credentials for purposes outside the scope of this Agreement or your Partnership; or

(ee) Attempts to access the Platform using compromised, revoked, or unauthorized credentials.

2.3 Partner Liability for User Conduct and End Consumers

Partner acknowledges and agrees that:

(a) Partner is liable for acts and omissions of its employees, contractors, agents, and end consumers;

(b) Partner assumes full responsibility for any fraudulent activities, security breaches, unauthorized transactions, identity theft, booking fraud, chargebacks, payment disputes, data breaches, or illegal conduct originating from or facilitated through Partner's systems, staff, customers, or operations;

(c) Expereon and travel service suppliers reserve the right to automatically cancel bookings made by or associated with Partner or Partner's end consumers if fraudulent activity is suspected or detected, with no right of compensation;

(d) Partner shall indemnify, defend, and hold harmless Expereon from any damages, losses, costs, claims, penalties, fines, legal proceedings, or expenses (including reasonable attorney fees) arising from fraudulent activities or security incidents originating from Partner's operations; and

(e) Partner failure to maintain adequate fraud prevention measures or involvement in fraudulent activities constitutes grounds for immediate termination of this Agreement and API access suspension without prior notice.

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2.4 Enforcement and Remedies

Violation of any provision in this Section 2 will result in:

(a) Immediate suspension or termination of your Platform access and API credentials;

(b) Cancellation of affected bookings;

(d) Potential civil or criminal liability; and

(e) Liability for damages caused by your violation.

Expereon reserves the right to deny service, suspend accounts, terminate this Agreement, suspend API access, and pursue legal remedies without advance notice. Expereon will not be liable for damages, losses, or service interruptions arising from suspension or termination of service for violations of these prohibited uses.

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2.5 Access Control, Login Requirement, and Restrictions on Public Rate Distribution

The Expereon Platform operates strictly on a Business-to-Business (B2B) basis. All rates, availability, and booking functionality provided through the Platform are intended exclusively for access and use by authenticated, registered Partners.

Accordingly, Partner expressly agrees and undertakes that:

(a) Rates, availability, and booking functionality may only be displayed to, accessed by, or sold to end users who are authenticated and logged in through Partner’s controlled environment (including Partner websites, applications, or platforms);

(b) Under no circumstances may Expereon rates be displayed, offered, or sold to anonymous, guest, or non-authenticated users;

(c) Public visibility of Expereon rates is strictly prohibited, including but not limited to display without login, open indexing, caching, or exposure through publicly accessible pages;

(d) Partner shall not publicly advertise, distribute, or syndicate Expereon rates through meta-search engines, price comparison tools, or advertising platforms, including but not limited to Google Hotel Ads, Trivago, Kayak, Skyscanner, TripAdvisor, or similar services, unless expressly authorized in writing by Expereon;

(e) Partner shall implement appropriate technical, organizational, and access control measures to ensure compliance with login requirements, rate confidentiality, and distribution restrictions; and

(f) Any breach of this section constitutes a material violation of these Terms and may result in immediate suspension or termination of Platform access, API credentials, cancellation of affected bookings, forfeiture of commissions, and pursuit of legal remedies.

For the avoidance of doubt, Expereon rates are confidential B2B rates and shall never be treated as public or consumer-facing rates unless explicitly agreed in writing by Expereon.

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SECTION 3: PARTNER OBLIGATIONS AND END CONSUMER RELATIONS

3.1 Consumer Communication and Disclosure Obligations

Partner bears sole responsibility for ensuring that all applicable terms, conditions, policies, and information are communicated to and agreed upon with end consumers prior to booking execution.

Partner shall provide end consumers with:

(a) Comprehensive pricing information including all inclusions, exclusions, taxes, city taxes, resort fees, commissions, and any other charges;

(b) Complete cancellation, modification, and amendment policies, including penalties and refund timelines;

(d) Documentation requirements for end consumers, including children requiring current personal identification (passport or National Identity Document) per destination country requirements;

(e) Extra service details including special meals, additional beds, cribs, and other ancillary charges;

(f) Booking vouchers and confirmation details;

(g) Hotel house rules and property-specific requirements;

(h) Check-in and check-out times and procedures; and

(i) All material information necessary for end consumers to make informed travel decisions.

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3.2 Booking Authorization and Consent

Partner warrants that prior to booking execution:

(a) The person submitting the booking is authorized to do so on behalf of all guests listed;

(b) All listed guests have consented to the booking terms, conditions, and policies;

(d) All required documentation has been obtained; and

(e) All information submitted is truthful, accurate, and not fraudulent.

Every booking must contain at least one confirmed guest name per room. Expereonreserves the right to cancel bookings that fail to meet these requirements.

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3.3 Customer Support and Aftersales Service

Partner is responsible for providing first-line customer service and aftersales support to all end consumers who purchase travel services through Partner's channels, including:

(a) Handling booking confirmations and delivery of booking details;

(b) Responding to general inquiries in a timely and professional manner;

(d) Escalating issues to Expereonwhen necessary; and

(e) Maintaining clear, comprehensive records of all customer interactions.

Expereonprovides second-line booking support for issues directly connected to supplied inventory and operational fulfillment, including:

(a) Processing booking amendments, cancellations, rebookings, and name changes (where permitted by rate rules);

(b) Liaising with travel service suppliers and properties to resolve service delivery issues;

(d) Providing 24/7 booking-related support for inventory-related problems.

All amendment and cancellation requests related to Expereon-supplied inventory must be submitted through Expereon's designated channels and will be processed in accordance with applicable rate rules and booking confirmation terms. Expereonis not responsible for direct Partner-to-end-consumer interactions or customer service disputes not directly related to inventory availability or pricing.

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3.4 Regulatory Compliance and Legal Obligations

Partner shall comply with all applicable laws and regulations governing this Agreement, including but not limited to:

(a) Regulations regarding price display, disclosure, and presentation of fees and taxes to end consumers;

(b) Consumer protection laws and unfair commercial practices regulations;

(d) Data protection and privacy laws including GDPR;

(e) Anti-money laundering (AML) and sanctions screening requirements;

(f) Tax obligations including VAT/GST collection and reporting;

(g) Package Travel Directive compliance where applicable; and

(h) Financial services and payment processing regulations.

Partner, not Expereon, bears sole responsibility for compliance with these obligations. Expereonmay monitor Partner compliance and reserves the right to suspend or terminate this Agreement if Partner fails to comply with applicable laws or regulations.

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3.5 Tax Compliance and Residence Certificates

When Partner and Expereonrepresent tax residents from different countries, Partner shall provide Expereonwith appropriate residence certificates for tax treaty application before any inter-party payments are made. Such certificates require annual renewal and must be provided by Partner prior to each calendar year.

Partner remains solely responsible for:

(a) Calculating and collecting applicable VAT, GST, or other indirect taxes;

(b) Remitting taxes to appropriate tax authorities;

(d) Providing accurate tax documentation to Expereonwhen requested.

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3.6 Package Travel Directive Compliance

If Partner intends to include Expereon-provided travel services in travel packages (as defined by the EU Package Travel Directive or applicable successor legislation), Partner undertakes strict compliance with all Package Travel Directive requirements, including:

(a) Providing or enabling delivery of appropriate end consumer information;

(b) Obtaining required signatures and package travel condition approvals;

(d) Fulfilling organizer and retailer obligations under applicable law; and

(e) Maintaining adequate insolvency protection for end consumers.

Except where expressly acknowledged in writing by Expereon, Expereon shall not be considered an Organizer, Trader, or Retailer under the Package Travel Directive or applicable successor legislation.

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SECTION 4: BOOKING PROCEDURES, LIMITATIONS, AND POLICIES

4.1 Booking Process and Confirmation

Submitting a booking through the ExpereonPlatform constitutes an offer to the applicable travel service supplier for accommodation or services. Booking confirmation from Expereonand the supplier creates a binding contract between the end consumer and the supplier.

Partner acknowledges that:

(a) Booking confirmation rates are binding and subject to the rate terms and conditions specified in the confirmation;

(b) Rates quoted during the search phase are subject to change until confirmed;

(d) All booking information is accurate and complete; and

(e) Expereon will provide confirmation communications containing booking references and vouchers.

4.2 Booking Limitations and Group Bookings

(a) Unless travel service supplier policies establish higher thresholds, Partner may book only up to five (5) rooms per stay per transaction;

(b) Bookings of six (6) or more rooms per stay, whether in single or multiple individual bookings, constitute Group Bookings;

(d) Group Bookings may result in booking modifications, rate adjustments, or cancellations at the hotel's discretion;

(e) Expereonreserves the right to deny or cancel bookings suspected of being improper room blocking; and

(f) Room blocking with unconfirmed names, subsequent name changes within forty-five (45) days of arrival, or cancellations within forty-five (45) days of arrival constitute prohibited conduct subject to enforcement remedies.

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4.3 Booking Verification and Accuracy

Partner shall carefully verify before confirming any booking:

(a) Check-in and check-out dates;

(b) Pricing and rate terms;

(d) Destination and property details;

(e) Cancellation policy information and costs;

(f) All applicable booking terms and conditions;

(g) Travel service supplier details and confirmation requirements; and

(h) Special requests or requirements.

Inaccurate, false, or incomplete booking information may result in booking cancellation, check-in denial, or forfeiture of payment. Expereonand travel service suppliers are not liable for consequences arising from Partner-submitted inaccuracies.

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4.4 Modification and Refundability Rules

(a) Non-refundable bookings are strictly non-amendable and non-refundable under any circumstances, except in case of force majeure events as defined by prevailing law;

(b) Refundable bookings are only refundable and amendable within the stated refund and modification window; once this window expires, the booking is deemed non-refundable and non-amendable;

(c) In case of no-show, the service is considered fully delivered and no refund, amendment, or compensation shall be granted;

(d) All cancellation and amendment requests must be submitted through Partner channels and are subject to the terms in the booking confirmation and Expereon's rate rules;

(e) Modification requests are subject to availability, rate availability, and supplier approval;

(f) Expereonreserves the right to process cancellations and amendments in accordance with supplier policies and applicable laws; and

(g) Refund processing timelines are governed by supplier policies and applicable payment processing standards.

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4.5 Payment Responsibility

Partner remains absolutely responsible for all charges associated with each booking, regardless of whether:

(a) The accommodation is ultimately used or occupied;

(b) The end consumer cancels or modifies the reservation;

(d) Payment disputes or chargebacks are subsequently filed; or

(e) The booking is subsequently cancelled by the supplier.

Payment obligations include:

(a) Full room rates and nightly charges;

(b) All applicable taxes, fees, and resort charges;

(d) Chargeback fees and dispute processing costs;

(e) Any other charges imposed by the travel service supplier; and

(f) Any applicable payment processing fees.

Expereonacts as an intermediary for inventory provision and booking facilitation. All liability for payment collection and financial settlement rests with Partner.

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SECTION 5: PLATFORM OPERATION AND SERVICE AVAILABILITY

5.1 Service Modifications

Expereonreserves the right to modify, suspend, or discontinue any feature, function, or aspect of the Platform at any time, with or without advance notice. This includes but is not limited to:

(a) Changes to user interface design and functionality;

(b) Changes to booking procedures and confirmation workflows;

(d) Service offering changes and feature availability;

(e) API specifications and technical requirements;

(f) Integration requirements and connectivity standards;

(g) Reporting and data export functionality; and

(h) Dashboard, analytics, and administrative tools.

Expereonwill provide reasonable advance notice for significant platform modifications where practicable, but does not guarantee advance notice for all changes.

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5.2 Pricing and Rate Changes

Hotel rates, room availability, and pricing are subject to change without notice. Expereondoes not guarantee:

(a) Rate stability or rate matching;

(b) Advance notification of price adjustments or rate changes;

(d) Availability of specific properties, room types, or rate categories; or

(e) Rate matching with other distribution channels.

Rates displayed at the time of booking confirmation are binding; rates quoted during the search phase are subject to change until confirmed at checkout. Partner acknowledges that rates may increase or decrease between search and confirmation, and Partner is responsible for communicating final rates to end consumers.

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5.3 System Availability and Scheduled Downtime

Expereonmay take the Platform offline for:

(a) Scheduled maintenance and system updates;

(b) Emergency repairs and security patches;

(d) Security incident response and threat mitigation;

(e) Compliance audits and regulatory requirements; and

(f) Third-party provider updates and integrations.

While Expereonwill attempt to schedule maintenance during off-peak hours and provide reasonable advance notice for planned downtime, Expereondoes not guarantee advance notice for all maintenance activities.

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5.4 Unscheduled Service Interruptions and Force Majeure Events

Expereonis not liable for service interruptions, booking failures, access delays, or unavailability resulting from:

(a) Unscheduled emergency maintenance or security incidents;

(b) System updates and technical upgrades;

(d) Internet connectivity disruptions or ISP failures;

(e) Distributed denial-of-service (DDoS) attacks or security incidents targeting Expereoninfrastructure;

(f) Third-party service provider failures or technical failures;

(g) Attacks on Expereonservers or third-party infrastructure;

(h) Natural disasters, acts of God, pandemics, or force majeure events;

(i) Government actions, war, terrorism, civil disturbances, or strikes;

(j) Travel service supplier system outages or unavailability;

(k) Third-party API failures or service provider downtime; or

(l) Any other cause beyond Expereon's reasonable control.

Partner acknowledges that Expereoncannot guarantee continuous Platform availability and shall have no liability for damages, losses, or booking failures resulting from circumstances beyond Expereon's control.

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5.5 Notification of Service Interruptions

Expereonwill use commercially reasonable efforts to:

(a) Provide prompt written notification to Partner regarding unscheduled service interruptions;

(b) Post updates on the Platform status page;

(d) Provide incident summaries following major outages.

Expereondoes not guarantee notification timelines for all service interruptions and shall not be liable for Partner's inability to access the Platform or process bookings during downtime.

SECTION 6: INFORMATION ACCURACY, DATA, AND PLATFORM CONTENT

6.1 No Guarantee of Accuracy or Completeness

Information displayed on the ExpereonPlatform, including property descriptions, images, amenities, rates, availability, booking terms, cancellation policies, and other travel service details, is provided for general informational purposes only.

Expereondoes not guarantee:

(a) The completeness or accuracy of property information or descriptions;

(b) The timeliness or currentness of rate information or availability data;

(d) The accuracy of amenity lists or facility descriptions;

(e) The accuracy of cancellation policies or rate terms;

(f) Consistency between information displayed on the Platform and information at the travel service supplier's website; or

(g) That any information matches actual property conditions or current offerings.

All reliance on Platform information is entirely at Partner's and end consumer's own risk. Expereonrecommends consulting directly with hotels or other primary sources for critical information, including cancellation policies, rate terms, and current property conditions.

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6.2 Image and Display Limitations

Expereonmakes reasonable efforts to display property images, room photos, and descriptions accurately. However, Expereondoes not guarantee:

(a) That computer monitor color rendering precisely matches actual property conditions;

(b) That image quality or display resolution will be consistent across devices;

(d) Consistency of lighting, photography angles, or camera settings with actual property experience; or

(e) That property conditions have not changed since photographs were taken.

Images displayed are representative and provided for reference purposes only. Partner is responsible for communicating these limitations to end consumers.

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6.3 No Obligation to Update Information

Expereonundertakes no obligation to update, revise, correct, or refresh information on the Platform except as required by applicable law. Historical information may be outdated or inaccurate.

Partner acknowledges responsibility for:

(a) Monitoring the Platform for information changes;

(b) Verifying critical information before confirming bookings;

(d) Confirming cancellation policies, rate terms, and travel dates; and

(e) Reconciling Platform information with supplier websites where material discrepancies exist.

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6.4 Correction of Errors and Pricing Mistakes

Expereonreserves the right to correct typographical errors, inaccuracies, pricing errors, and omissions without prior notice. This includes:

(a) Corrections to product descriptions and property information;

(b) Pricing error corrections and rate adjustments;

(d) Policy misstatement corrections;

(e) Data entry error corrections; and

(f) Tax and fee calculations.

If an error is discovered after Partner submits a booking, Expereonmay:

(a) Cancel the reservation without penalty to Partner or end consumer;

(b) Correct the error and rebooking at corrected rates;

(d) Offer Partner the option to proceed with the corrected terms or cancel without penalty.

Expereonis not liable for damages or losses arising from booking cancellations or modifications necessary to correct errors.

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6.5 Room Mapping

Through it’s servicers, Expereonwill provide room type codes, names, images, descriptions, categories, meal arrangements, and accommodation details available in the system, which Company is obligated to keep current and correct. All room mapping is performed exclusively by the Company and distributed through the Company API as pre-mapped inventory.

Company Room Mapping Responsibility:

Should any alleged room mapping errors be reported, Expereonwill conduct a thorough investigation to determine whether a mapping error has occurred. Expereon’s determination regarding the existence and nature of any mapping error shall be final and binding.

Upon Expereon’s confirmation that a room mapping error has occurred, which confirmation shall not be unreasonably withheld, Expereon’s total financial liability arising out of or in connection with any such error shall in all cases be strictly limited to the amount of commission actually earned or that would have been earned by the Company in respect of the relevant booking.

In the event that the alleged or actual damages, losses, costs, or claims asserted by the Partner or any third party exceed the amount of such commission, Expereonshall have the right, at its sole discretion and without incurring any further liability, to cancel the affected booking.

Upon such cancellation, Expereonshall have no further responsibility or liability with respect to the cancelled booking, provided that Expereonshall use commercially reasonable efforts to assist in identifying and facilitating a solution for the affected guest that is deemed reasonable and appropriate under the circumstances of the case, which may include but is not limited to: (a) providing the originally intended room type, or (b) relocating the customer to alternative accommodation of equal or superior standard when the original room type is not feasible to provide.

Expereonwill provide Partner a detailed report of all Partner-reported room mapping errors and Expereon’s determination and actions regarding those errors. Notwithstanding anything herein to the contrary, the Expereonagrees to work together with Partner in good faith to resolve all room mapping errors to the Parties’ mutual satisfaction if Partner reasonably disagrees with Expereondetermination and actions regarding a room mapping error.

Partner maintains obligations to keep systems properly updated with room mapping information as provided by Expereon, but bears no responsibility for mapping accuracy or related issues. Partner must develop and comply with technical specifications outlined in this Agreement. Expereonaccepts liability resulting from confirmed room mapping errors and will compensate Partner and end consumers for direct damages arising from incorrect room mapping, as determined by the Expereoninvestigation process.

For purposes of this Section 6.5, “room mapping” means the technical and operational process by which accommodation room types, rate plans, content, and associated attributes received from one or more third-party accommodation suppliers, wholesalers, or distribution sources are matched, normalized, and aligned to a standardized room taxonomy through algorithmic mapping, artificial intelligence (including machine learning), and in some cases manual processes, for the purposes of comparison, display, pricing, and booking fulfillment.

Room mapping may include, without limitation, matching supplier-specific room names, descriptions, and codes to a standardized room identifier, normalizing room attributes such as bed configuration, occupancy, inclusions, cancellation terms, and meal plans, resolving semantic differences, abbreviations, and inconsistencies across supplier data sources, and applying probabilistic, rule-based, or machine-learning-assisted logic to determine room equivalency.

Room mapping is provided on a best-efforts basis and is limited to data received from suppliers and made available at the time of processing, the reasonable assumption that the relevant accommodation provider is actively distributing available inventory through its connected channels, that such inventory has not been exhausted at the time of booking, and that the accommodation provider will honor confirmed bookings in accordance with its standard commercial practices and applicable supplier terms. Room mapping does not constitute a guarantee of absolute accuracy or completeness or a warranty that all rooms or rate plans will be successfully mapped.

The Partner acknowledges and agrees that room mapping is an informational and facilitative service, final room allocation, guest accommodation, and fulfillment remain subject to hotel confirmation and that Expereonshall not be liable for discrepancies arising from hotel or other third-party errors.

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SECTION 7: PRICING STRUCTURE, CONFIDENTIALITY, AND FINANCIAL TERMS

7.1 Pricing Structure and Rate Confidentiality

Prices offered to Partner through the ExpereonPlatform are strictly confidential and are the exclusive property of Expereonand its travel service suppliers.

Partner agrees:

(a) Prices may not be disclosed to any third party, including competitors, other travel businesses, hotels, suppliers, affiliates, subsidiaries, or holding companies;

(b) Prices may not be used for competitive rate shopping, competitive intelligence gathering, or other competitive purposes;

(c) Prices may not be divulged to hotels or accommodation providers for any purpose, including Partner's pricing negotiations with suppliers;

(d) Any violation of this confidentiality obligation constitutes a material breach of this Agreement and grounds for immediate termination;

(e) Violation of this clause may expose Partner to legal liability for tortious interference, trade secret misappropriation, and breach of contract; and

(f) Expereon may pursue injunctive relief and damages for any violations.

7.2 Pricing Terms and Inclusions

Unless expressly indicated otherwise, prices quoted on the ExpereonPlatform are net prices and do not include:

(a) Partner commissions or markups;

(b) City taxes or tourist taxes;

(d) Extra services including telephone calls, insurance, laundry, minibar, parking, or spa services;

(e) Payment processing fees or transaction charges; or

(f) Chargeback fees or dispute processing costs.

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Final prices paid by end consumers shall include all indirect taxes except city/tourist taxes (which are typically payable directly at hotels).

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7.3 Rate Terms and Binding Rates

(a) Prices quoted per travel service are typically quoted per person per night (hotels) or per unit per night;

(b) Rates include all standard inclusions specified in the rate description but exclude extra services;

(d) Both pricing and availability of selected travel services are subject to change before booking confirmation;

(e) Rates confirmed in the booking confirmation are binding for the specified dates and terms;

(f) Rate changes after confirmation are not permitted except for tax adjustments or supplier-mandated changes;

(g) Rate matching is not guaranteed; and

(h) Partner acknowledges rates may vary based on booking window, availability, and demand.

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7.4 Payment Terms and Financial Obligations

Unless Expereonand the Partner have entered into a separate written payment agreement governing credit terms, invoicing, or deferred settlement (a “Payment Agreement”), all bookings must be paid in full before a booking confirmation is issued.

Payment must be completed using the payment methods made available on the ExpereonPlatform (which may include, where offered, card payments, bank transfer, or other supported methods). Expereonmay apply service fees, processing fees, or other charges as displayed on the Platform or otherwise communicated prior to payment.

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7.5 Payment Agreement Precedence and Default Remedies

In the event of any conflict between payment-related provisions in these Terms and the Payment Agreement, the Payment Agreement shall take precedence.

Expereonreserves all rights under the Payment Agreement, including but not limited to:

(a) Suspension of API access for payment defaults;

(b) Suspension of booking processing for credit limit violations;

(d) Pursuit of collection remedies including legal action;

(e) Referral to collection agencies or debt recovery services;

(f) Reporting of payment defaults to credit bureaus; and

(g) Recovery of reasonable collection costs and attorney fees.

Payment obligations survive termination of this Agreement and continue for a minimum of one (1) year following termination.

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SECTION 8: INTELLECTUAL PROPERTY, CONTENT LICENSING, AND RESTRICTIONS

8.1 Platform and Content Ownership

All materials, content, and intellectual property on the ExpereonPlatform, including without limitation:

(a) Software code, algorithms, and technical infrastructure;

(b) User interface design and layout;

(d) Logos, trademarks, service marks, and trade names;

(e) Photographs, property images, and visual content;

(f) Property descriptions, amenity lists, and textual content;

(g) Compilations, databases, and data compilations;

(h) Original written materials and documentation;

(i) Reports, analytics, and derived data;

(j) Booking confirmation templates and communications;

(k) Pricing algorithms and rate display mechanisms; and

(l) All derivative works and improvements

... are the exclusive intellectual property of Expereonor its content providers and are protected by international copyright, trademark, patent, and intellectual property laws.

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8.2 Limited License Grant

Access to the ExpereonPlatform grants Partner a limited, non-exclusive, non-transferable, revocable license to view and use the Platform solely for the purposes of:

(a) Distributing travel services to end consumers in accordance with Partner's B2B status;

(b) Processing bookings and managing reservations;

(d) Supporting Partner's legitimate business operations as authorized by these Terms.

This license explicitly does NOT include rights to:

(a) Download, save, store, copy, or retain Platform content or data;

(b) Modify, adapt, or create derivative works from Platform materials;

(d) Use content for competitive purposes or competitive advantage;

(e) Remove, obscure, or alter copyright notices, trademarks, proprietary markings, or attribution statements;

(f) Sublicense, delegate, or transfer rights to third parties;

(g) Create databases or compilations from Platform content;

(h) Use content outside the authorized scope of this Agreement; or

(i) Engage in any use not expressly authorized in writing by Expereon.

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8.3 Restrictions on Automated Access and Monitoring

Automated access to or monitoring of the ExpereonPlatform is strictly prohibited except through authorized API integration credentials and in accordance with API specifications and rate limits.

Partner is absolutely prohibited from:

(a) Using robots, spiders, crawlers, bots, or other automatic devices to access, monitor, or extract materials from the Platform;

(b) Conducting automated or manual processes to access Platform content without authorization;

(d) Conducting automated booking attempts, reservation testing, or capacity testing;

(e) Monitoring rates for competitive intelligence gathering or competitive advantage;

(f) Enabling search engine indexing, caching, or archiving of Platform content;

(g) Accessing the Platform via unauthorized API methods, technical back doors, or circumvention techniques;

(h) Scraping, harvesting, or bulk downloading of data;

(i) Using third-party tools or scripts to automate data extraction; or

(j) Circumventing security measures, rate limits, or access controls.

Unauthorized automated access violates these Terms, may violate computer fraud and intellectual property laws, and constitutes grounds for immediate termination. Expereonexplicitly excludes liability for any damages caused by violations of these automated access restrictions.

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8.4 Third-Party Intellectual Property and Content

Partner acknowledges:

(a) References to third-party brands, logos, trademarks, and trade names on the Platform are the exclusive property of their respective owners;

(b) Expereon's use of third-party intellectual property does not constitute endorsement, authorization, or grant of rights to use such property;

(d) Partner is responsible for ensuring Partner's use of Platform content does not infringe third-party intellectual property rights;

(e) Partner shall not assist third parties in circumventing third-party intellectual property protections; and

(f) Expereonis not liable for any infringement claims arising from Partner's use of third-party intellectual property beyond the scope authorized herein.

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8.5 Content Licensing for Distribution

Expereongrants Partner, during the term of this Agreement and contingent upon Partner's compliance with all Terms, a revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable license to:

(a) Access and view property descriptions, images, amenity lists, and content in the ExpereonAPI integration;

(b) Display, reproduce, and present such content on Partner's website, distribution channels, and end consumer-facing platforms;

(d) Use such content solely for direct distribution of travel services to end consumers through Partner's authorized channels; and

(e) Modify display formatting and layout to accommodate Partner's website design (provided that rate information and tax data are not modified).

Partner may NOT:

(a) Disclose property information to competitors or other travel businesses;

(b) Store, archive, or backup Platform content for purposes beyond current distribution;

(d) Sell, trade, or license content to third parties;

(e) Use content for purposes other than direct end consumer distribution through authorized channels; or

(f) Modify rate information, tax data, cancellation policies, or other material booking terms.

All content licensing rights terminate immediately upon termination of this Agreement or Partner's API access.

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SECTION 9: USER-GENERATED CONTENT AND SUBMISSIONS

9.1 User Submissions and Grant of Rights

If Partner submits feedback, suggestions, ideas, complaints, reviews, technical reports, bug reports, or other content to Expereonthrough the Platform, email, support channels, or other means ("User Submissions"), Partner grants Expereon:

(a) A worldwide, perpetual, royalty-free, irrevocable license;

(b) The right to use, modify, publish, distribute, and create derivative works;

(d) The right to use content without compensation or attribution to Partner; and

(e) The right to license content to third parties or affiliates.

Partner waives any claim to compensation, attribution, or credit for User Submissions.

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9.2 User Submission Standards and Requirements

Partner warrants that any User Submissions will not:

(a) Violate third-party intellectual property rights, copyrights, trademarks, or trade secrets;

(b) Contain defamatory, libelous, abusive, threatening, or harassing language;

(d) Contain obscene, pornographic, or sexually explicit material;

(e) Include malware, viruses, spyware, or harmful code;

(f) Violate privacy or personal information protections;

(g) Constitute false, misleading, or fraudulent information;

(h) Disclose confidential or proprietary information; or

(i) Violate any applicable law or regulation.

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9.3 Content Moderation and Removal

Expereonmay monitor, review, edit, delete, or remove User Submissions at Expereon's sole discretion, without obligation to notify Partner or provide explanation. Expereonis not responsible for:

(a) The accuracy, legality, or appropriateness of User Submissions;

(b) Content posted by other users;

(d) Submissions that violate third-party rights; or

(e) Consequences arising from User Submissions.

Partner assumes full risk and liability for content Partner submits.

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SECTION 10: THIRD-PARTY CONTENT AND LINKED SITES

10.1 Third-Party Links and External Content

The ExpereonPlatform may contain hyperlinks to external websites, applications, travel service supplier websites, or services operated by third parties and organizations not affiliated with Expereonor under Expereon's control.

These links are provided for Partner convenience and reference purposes only and do not constitute:

(a) Endorsement or affiliation with third-party content providers;

(b) Approval of third-party business practices, accuracy, or reliability;

(d) Verification of third-party representations or claims; or

(e) Agreement with third-party policies or terms.

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10.2 No Responsibility for Third-Party Content or Services

Expereondoes not control, monitor, verify, or evaluate external websites, applications, or services. Expereonexpressly disclaims responsibility for:

(a) The accuracy, completeness, legality, or timeliness of third-party content;

(b) The functionality, security, reliability, or availability of third-party websites or platforms;

(d) Any transactions, disputes, breaches, or harm arising from third-party interactions;

(e) The quality, authenticity, or legitimacy of third-party products or services;

(f) Information published on third-party platforms regarding Expereonservices, rates, or business;

(g) Third-party compliance with applicable laws or regulations;

(h) Third-party data protection or privacy practices; or

(i) Any damage, loss, or injury resulting from third-party interaction.

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10.3 Partner Responsibility for Third-Party Engagement

Partner is solely responsible for:

(a) Reviewing third-party terms, conditions, and privacy policies before engaging;

(b) Assessing the reliability and legitimacy of third-party services;

(d) Making informed decisions regarding third-party transactions;

(e) Resolving disputes with third-party providers directly; and

(f) Pursuing remedies with third-party providers for violations or breaches.

Partner shall direct any complaints, claims, concerns, questions, or disputes regarding third-party products or services directly to the respective third-party provider, not to Expereon.

Expereonshall have no liability whatsoever for any damage, loss, injury, or expense related to the purchase, use, or receipt of goods, services, resources, content, or any transaction made in connection with third-party websites or platforms.

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10.4 Third-Party Tools and Integrations

Expereonmay offer access to optional third-party tools, widgets, plugins, or integrations provided by third-party vendors or developers ("Third-Party Tools").

Partner acknowledges:

(a) Third-Party Tools are provided "as is" and "as available" without warranties, representations, conditions, or guarantees;

(b) Third-Party Tools are not endorsed or recommended by Expereon;

(d) Partner is responsible for reviewing and accepting third-party terms before use;

(e) Partner use of Third-Party Tools is entirely at Partner's own risk;

(f) Expereonprovides no support, maintenance, or troubleshooting for Third-Party Tools;

(g) Expereonshall have no liability whatsoever for any damage, loss, or injury arising from or relating to Partner's use of Third-Party Tools; and

(h) Expereonmay disable or remove Third-Party Tools from the Platform at any time without notice.

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SECTION 11: USER ACCOUNTS AND ACCOUNT INFORMATION MANAGEMENT

11.1 Account Registration and Information Accuracy

Partner warrants that Partner will provide and maintain current, complete, and accurate information when creating and updating the Expereonaccount, including:

(a) Legal business name and entity type;

(b) Registered business address and jurisdictional registration details;

(d) Email address and telephone contact information;

(e) Billing address and invoicing details;

(f) Payment card details and payment method information;

(g) Tax identification numbers and residence certificates;

(h) API usage details and integration specifications;

(i) End consumer-facing business details;

(j) Regulatory compliance status and certifications;

(k) Any other information required by Expereon.

Partner is solely responsible for:

(a) Maintaining the accuracy of account information;

(b) Promptly updating account details if any information changes;

(d) Ensuring authorized personnel maintain account access; and

(e) Monitoring account activity for unauthorized access or changes.

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11.2 Account Credentials and Confidentiality

Partner is solely responsible for maintaining the confidentiality of all account credentials, passwords, authentication codes, API keys, and access credentials.

Partner agrees to:

(a) Use strong, unique passwords and change passwords regularly;

(b) Not share account credentials with unauthorized persons;

(d) Limit account access to authorized employees and systems;

(e) Immediately notify Expereonof any suspected unauthorized access or credential compromise;

(f) Monitor account activity for suspicious or unauthorized activity;

(g) Log out from accounts when using shared or public devices;

(h) Implement security measures to prevent credential exposure; and

(i) Accept full responsibility for all activity occurring under Partner's account credentials.

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11.3 Account Responsibility and Partner Liability

Partner acknowledges and accepts:

(a) Full responsibility for all transactions, bookings, and activity occurring under Partner's account;

(b) Liability for any unauthorized use of account credentials by Partner's employees, contractors, or agents;

(d) Liability for any fraudulent activity or booking manipulation conducted through Partner's account; and

(e) That Expereonis not liable for unauthorized access.

Partner shall indemnify Expereonfor any damages, losses, or expenses arising from unauthorized account use, credential compromise, or fraudulent activity conducted through Partner's account.

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11.4 Right to Refuse Service and Deny or Suspend Access

Expereonreserves the absolute right to refuse service, deny account creation, cancel bookings, suspend accounts, or terminate this Agreement at any time for any reason, including but not limited to:

(a) Suspected fraudulent activity, booking patterns, or fraudulent intent;

(b) Non-compliance with these Terms or Platform rules and policies;

(d) High chargeback rates, payment dispute rates, or refund abuse;

(e) Suspected involvement in credit card fraud, money laundering, or other financial crimes;

(f) Suspected involvement in booking fraud, false reservations, or booking system manipulation;

(g) Failure to maintain accurate account information;

(h) Unauthorized API access attempts or security incidents;

(i) Exposure of API credentials or account security compromise;

(j) Failure to comply with data protection or privacy obligations;

(k) Failure to comply with AML or sanctions screening requirements;

(l) Geographic restrictions or jurisdictional limitations;

(m) Business judgment that Partner's account or operations pose operational, legal, financial, or security risk; or

(n) Any other reason Expereondeems appropriate.

Expereonmay deny or suspend service without advance notice, without providing detailed explanation, and without liability for damages resulting from denial or suspension.

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SECTION 12: PERSONAL INFORMATION AND DATA PROTECTION

12.1 Data Protection and Privacy Governance

Partner's collection, use, processing, and protection of personal information is governed by Expereon's separate Privacy Policy, which is incorporated by reference into these Terms.

By using the ExpereonPlatform, Partner consents to:

(a) The collection and processing of personal information as outlined in the Privacy Policy;

(b) The transfer and storage of personal information in locations selected by Expereon;

(d) The sharing of personal information with third-party service providers and travel service suppliers; and

(e) Expereon's data processing practices and procedures.

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12.2 GDPR and Data Protection Compliance

Both Parties shall comply with the General Data Protection Regulation (EU) 2016/679 (GDPR), including:

(a) Processing personal data only for specified, explicit, and legitimate purposes;

(b) Ensuring personal data accuracy, completeness, and currency;

(d) Obtaining necessary lawful basis for data processing;

(e) Honoring data subject rights including access, correction, and deletion rights;

(f) Maintaining processing records and documentation;

(g) Conducting data protection impact assessments where required;

(h) Maintaining Data Processing Agreements (DPAs) where applicable; and

(i) Reporting data breaches to supervisory authorities and affected data subjects where required.

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12.3 Data Breach Notification

Each Party shall promptly notify the other Party in the event of any:

(a) Suspected or confirmed data breach;

(b) Unauthorized access to personal data;

(d) Suspected GDPR violation or data protection incident;

(e) Third-party data requests or legal process regarding data;

(f) Regulatory inquiry or investigation regarding data practices; or

(g) Any security incident affecting the integrity or confidentiality of personal data.

Affected Party shall provide sufficient details and information to enable the other Party to conduct remedial action, assess risk, and satisfy regulatory notification obligations.

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12.4 Confidential Information Protection

Each Party acknowledges that in connection with this Agreement, that Party may receive or have access to materials and information which is confidential ("Confidential Information"), including without limitation:

(a) Rates, pricing, and pricing algorithms;

(b) Partner business information and operational details;

(d) Personal data of end consumers and guests;

(e) Booking information and reservation details;

(f) Payment information and financial details;

(f) Technical specifications and system architecture;

(g) Supplier relationships and negotiated terms;

(h) Business plans and strategic information;

(i) Proprietary methodologies and processes; and

(j) Any other information marked or identified as confidential.

Each Party shall:

(a) Hold all Confidential Information in strictest confidence;

(b) Restrict access to Confidential Information to authorized personnel only;

(d) Not disclose Confidential Information to third parties without prior written consent;

(e) Not use Confidential Information for purposes outside the scope of this Agreement;

(f) Return or destroy Confidential Information upon termination; and

(g) Continue to maintain confidentiality obligations for a minimum of two (2) years following termination.

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12.5 Rate Confidentiality and Non-Disclosure

Partner specifically acknowledges that rates and pricing provided by Expereonare highly confidential competitive information.

Partner shall not divulge to any hotel, accommodation provider, competitor, or third party the rates made available by Expereonto Partner for any purpose whatsoever, including Partner's own pricing negotiations with hotels or other travel service suppliers.

Any violation of this rate confidentiality clause will be a material breach of this Agreement constituting grounds for immediate termination and may expose Partner to liability for tortious interference, trade secret misappropriation, and breach of contract.

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SECTION 13: API INTEGRATION, TECHNICAL SPECIFICATIONS, AND SECURITY

13.1 API Integration Overview

Where Partner receives authorization to access ExpereonInventory via API Integration ("API"), Partner must deploy an application under Partner's control, integrated with Expereon's API infrastructure, to facilitate data exchange and booking operations ("Partner's Application").

Partner acknowledges full responsibility for:

(a) Developing, implementing, and maintaining Partner's Application integration;

(b) Ensuring Partner's Application integrates correctly with Expereon's API specifications;

(d) Ensuring Partner's Application functions correctly and processes bookings reliably;

(e) Testing Partner's Application thoroughly before launch and after updates;

(f) Monitoring Partner's Application for errors, failures, or performance issues; and

(g) Implementing Expereon-requested modifications or updates.

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13.2 Technical Requirements and Specifications

Partner commits to implementing and maintaining:

(a) Procedures enabling daily updates of ExpereonInventory within Partner's Application;

(b) Mapping codes and property identifiers current, complete, and accurate as provided by Expereon;

(d) Daily updates of static information to reflect current Expereondata;

(e) Rate information displayed exactly as received from Expereonwithout Partner-side modifications;

(f) Tax data and information presented without alterations affecting rate information or tax calculations;

(g) Booking cut-off times as specified by Expereon;

(h) Adherence to API rate limits and usage specifications;

(i) Compliance with API technical documentation and specifications;

(j) Implementation of required security protocols and encryption standards;

(k) Logging of booking transactions and data exchanges; and

(l) Monitoring of integration health and error rates.

Partner acknowledges that failures to maintain accurate mapping, update inventory, or implement technical requirements may result in:

(a) Voided or incorrect bookings;

(b) End consumer complaints and disputes;

(d) Service disruptions and booking failures;

(e) Liability for resulting damages; and

(f) Grounds for suspension or termination of API access.

Expereonmay require, with reasonable notice (minimum 30 days), that Partner implement modifications or updates to API integration, specifications, or technical requirements. Expereonwill provide change details and upgrade deadlines. All modification and update costs are Partner's responsibility.

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13.3 Direct Integration Requirements

For Partners developing direct API integration without third-party platforms:

(a) Partner maintains full responsibility for maintaining current mapping codes and property identifiers;

(b) Partner shall display all critical information from static data as provided by Expereon;

(d) Partner shall display rate information exactly as received without modifications;

(e) Partner shall present tax data information without alterations affecting rate presentation;

(f) Partner shall log all bookings and data exchanges;

(g) Partner shall monitor integration performance and report issues promptly; and

(h) Partner shall implement all required security protocols.

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13.4 API Credentials and Access Management

13.4.1 Credential Types and Scope

Where API Integration is executed via authorized platforms or direct integration, Partner shall access the API using designated credential elements, which may include:

(a) API keys or access tokens;

(b) Client codes or organization identifiers;

(d) Together, collectively referred to as "Integration Credentials."

Each Integration Credential set is personal to Partner's organization and shall be used solely for the purposes and within the scope of this Agreement and Partner's authorized business.

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13.4.2 Confidentiality and Security of Integration Credentials

Partner shall:

(a) Keep all Integration Credentials strictly confidential;

(b) Ensure Integration Credentials are accessible only to authorized personnel and systems;

(d) Store credentials securely using encryption and secure key management;

(e) Never commit credentials to source code repositories;

(f) Restrict credential access to minimum necessary personnel;

(g) Rotate credentials periodically or upon reasonable request;

(h) Never log credentials in plain text or debugging output;

(i) Never transmit credentials over unsecured channels; and

(j) Implement credential revocation procedures.

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13.4.3 Prohibited Credential Use

Partner shall not:

(a) Disclose, transfer, sublicense, or make Integration Credentials available to any third party, including affiliates, subsidiaries, contractors, resellers, or end consumers, without Expereon's prior written consent;

(b) Share credentials across multiple systems or organizations;

(d) Use credentials for any other company or business;

(e) Embed credentials in client-side code or applications;

(f) Publish credentials or credential fragments in documentation or repositories;

(g) Use credentials for testing purposes beyond reasonable integration testing;

(h) Allow third parties to use credentials through delegated systems; or

(i) Use credentials in a manner that exceeds authorized scope or business purpose.

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13.4.4 Compromise and Rotation

If any Integration Credentials are lost, leaked, exposed, or reasonably suspected to be compromised or in unauthorized hands, Partner shall:

(a) Promptly notify Expereonin writing with details;

(b) Immediately regenerate and replace affected API Keys and credentials;

(d) Conduct internal audit of credential exposure;

(e) Assess and limit potential damage;

(f) Document incident details and remediation steps; and

(g) Cooperate with Expereonin any investigation of the compromise.

Failure to promptly notify Expereonof credential compromise may result in immediate suspension of API access and termination of this Agreement.

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13.4.5 API Access Controls and Suspension

Expereonmay restrict, throttle, suspend, or terminate Partner's API access immediately upon:

(a) Reasonable suspicion of unauthorized credential use;

(b) Detection of credential compromise or security incident;

(d) Partner request volumes that create material capacity, stability, or cost impacts on Expereonsystems;

(e) Fraudulent activity or booking patterns;

(f) Non-payment or payment default;

(g) Violation of rate confidentiality or data protection obligations;

(h) Violation of prohibited use or automated access restrictions;

(i) Material breach of any API usage requirement; or

(j) Any other reason Expereondeems appropriate for security or operational reasons.

Expereonmay implement access restrictions without advance notice and without liability for booking failures or service disruptions resulting from access suspension.

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13.5 Payment Processing Security

Partner acknowledges:

(a) Expereonmay not directly maintain PCI DSS (Payment Card Industry Data Security Standard) compliance;

(b) All payment processing functions are handled exclusively through PCI DSS-compliant third-party payment processors and service providers selected by Expereon;

(d) Partner shall not attempt to process payments through non-approved channels, third-party processors, or unauthorized payment methods;

(e) Partner must ensure payment-related integrations work exclusively with Expereon's designated PCI DSS-compliant service providers;

(f) Partner shall not store, transmit, or process raw payment card data;

(g) Partner shall implement all required payment processing security protocols;

(h) Partner shall comply with PCI DSS requirements to the extent applicable to Partner's systems; and

(i) Partner bears responsibility for payment security failures originating from Partner's systems.

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13.6 Fraud Detection and Prevention

Partner shall comply with Expereonfraud detection and prevention efforts, including:

(a) Promptly implementing fraud-prevention security protocols as notified;

(b) Implementing required security measures within launch requirements or reasonable timeframes;

(d) Reporting suspected fraud to Expereonimmediately;

(e) Cooperating with Expereonfraud investigations;

(f) Maintaining fraud prevention tools and monitoring systems;

(g) Training Partner staff on fraud prevention; and

(h) Implementing recommended security controls and best practices.

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13.7 Information Security and ISO 27001 Compliance

Expereoncertifies that it maintains a valid ISO/IEC 27001:2022 certification and operates an Information Security Management System (ISMS) in accordance with the standard. Expereonshall maintain this certification throughout the term of this Agreement.

Partner acknowledges Expereon's commitment to information security and shall implement and maintain appropriate technical and organizational security measures consistent with recognized industry standards, including to the extent applicable ISOIEC 27001:2022 best practices, to protect:

(a) API credentials and access controls;

(b) Personal data and booking information;

(d) Integration systems and applications;

(e) Database systems and data storage;

(f) Network communications and data transmission;

(g) Authentication and access controls; and

(h) Incident response and breach procedures.

Partner shall, upon reasonable written request and with minimum thirty (30) days' notice, provide Expereonwith:

(a) Written confirmation of Partner's information security program;

(b) Copies of relevant security certifications or attestations;

(d) Details of Partner's data protection practices;

(e) Evidence of compliance with contractual security obligations;

(f) Audit reports or security assessment results (redacted as appropriate); and

(g) Other information reasonably necessary to assess security posture.

Partner shall notify Expereonimmediately of any:

(a) Material information security incident or data breach;

(b) Unauthorized access to Partner systems or data;

(d) Suspected GDPR violation or data protection incident;

(e) Detection of malware, intrusion, or cyberattack;

(f) Loss or theft of personal or confidential data;

(g) Breach of information security controls; or

(h) Any other security-related incident that may affect Expereon, the API Integration, Partner systems, or personal data.

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SECTION 14: WARRANTY DISCLAIMERS

14.1 As-Is Service Provision

The ExpereonPlatform and all services, content, information, data, travel services, and materials provided therein are furnished on an "as is" and "as available" basis without warranties of any kind, either express, implied, statutory, or otherwise.

Expereonexplicitly disclaims all representations and warranties regarding the Platform, including but not limited to:

(a) Warranty of merchantability or fitness for a particular purpose;

(b) Warranty of title or non-infringement of third-party rights;

(d) Warranty of system performance or uptime;

(e) Warranty of data accuracy, completeness, currentness, or timeliness;

(f) Warranty of security, encryption, or virus-free content;

(g) Warranty that the Platform will be compatible with Partner systems;

(h) Warranty that the Platform will meet Partner's requirements or expectations;

(i) Warranty that Platform defects will be corrected;

(j) Warranty regarding third-party service provider performance;

(k) Warranty regarding travel service supplier performance or reliability;

(l) Warranty of customer satisfaction or results;

(m) Warranty of confidentiality of submitted information;

(n) Warranty of rate accuracy or availability;

(o) Warranty that property information is accurate or current; or

(p) Any other warranty not expressly stated in writing signed by Expereon.

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14.2 Specific Exclusions of Liability

Expereondoes not guarantee and specifically excludes liability for:

(a) Availability of specific hotels, room types, rates, or properties;

(b) Accuracy of property information, images, amenity descriptions, or facility details;

(d) Reliability of travel service supplier APIs or data feeds;

(e) Accuracy of travel service supplier information or inventory;

(f) Completeness or timeliness of travel service supplier data;

(g) Security of personal or payment information;

(h) Absence of system errors, bugs, glitches, or technical failures;

(i) Absence of viruses, Trojans, worms, logic bombs, ransomware, or other malicious or technologically harmful components;

(j) Platform functionality, reliability, or uptime;

(k) Booking accuracy or confirmation reliability;

(l) Payment processing reliability or accuracy;

(m) Availability or performance of third-party service providers;

(n) Availability or performance of APIs or technical integrations;

(o) Booking cancellations or service provider failures;

(p) End consumer satisfaction or expectations; or

(q) Any other matter not expressly guaranteed in writing.

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14.3 Malware and System Compromise Exclusion

Expereon expressly excludes liability for any damage caused by viruses, malware, or malicious code that may infect Partner's computer equipment, mobile devices, networks, or other property as a result of Partner's access to, use of, or browsing the Platform or downloading any content, information, materials, data, text, images, video, or audio from the Platform.

Partner assumes all risk of harm to Partner's systems resulting from Platform access or usage and shall implement appropriate antivirus, security, and backup measures.

14.4 Infrastructure and Third-Party Provider Exclusions

Expereonis not responsible for and disclaims liability for:

(a) Platform failures caused by DDoS attacks, hacking, or security incidents targeting Expereoninfrastructure;

(b) Technical or security failures in third-party service providers' systems;

(c) Infrastructure failures caused by Internet service providers, cloud hosting providers, DNS providers, or other third-party infrastructure operators;

(d) Travel service supplier system failures or outages;

(e) Travel service supplier rate or availability issues;

(f) Travel service supplier policy changes or cancellations;

(g) Any technical failure of any kind hindering, delaying, or preventing proper Platform functioning;

(h) Internet connectivity disruptions or failures;

(i) Network congestion or capacity limitations;

(j) Server maintenance or updates;

(k) System failures beyond Expereon's reasonable control; or

(l) Any force majeure event or circumstance beyond Expereon's control.

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14.5 Booking and Payment Dispute Exclusions

Expereondisclaims liability for:

(a) Booking errors or inaccuracies submitted by Partner;

(b) Booking cancellations or modifications;

(d) Travel service supplier non-performance or failures;

(e) Property quality or service quality;

(f) End consumer dissatisfaction or disputes;

(g) Payment disputes, chargebacks, or fraud;

(h) Booking disputes between Partner and travel service suppliers;

(i) Reconciliation of booking and payment information;

(k) Recovery of lost data or interrupted transactions;

(l) Booking amendment or cancellation processing delays;

(m) End consumer refund or credit disputes; or

(n) Any issues arising after booking confirmation.

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14.6 User Conduct and Third-Party Damage Exclusion

Expereonis not liable for any damage or harm caused to Partner or any third party by any person who violates the conditions, rules, instructions, and policies established by Expereonon the Platform, or by violation of Platform security systems or access controls.

Partner assumes all risk and liability for harm caused by unauthorized users or compromised accounts.

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SECTION 15: LIMITATION OF LIABILITY

15.1 Liability Cap for General Claims

To the maximum extent permitted by applicable law, Expereon's total aggregate liability for any claim, whether in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise, shall not exceed the lesser of:

(a) The total amount of fees actually paid by Partner to Expereonin the twelve (12) months preceding the claim; or

(b) USD 10,000.

If Partner has not paid any fees to Expereon, liability is limited to USD 100.

This cap applies to all claims regardless of nature, including claims arising from warranty breaches, service failures, data loss, security failures, or any other cause.

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15.2 Exclusion of Consequential and Indirect Damages

In no event shall Expereonr, its officers, directors, employees, agents, contractors, or affiliates be liable for any:

(a) Lost profits, revenue, earnings, income, or business opportunity;

(b) Loss of business opportunity or competitive advantage;

(d) Loss of data, files, databases, or information;

(e) Loss of access to systems or services;

(f) Loss of goodwill, reputation, or market position;

(g) Loss of customer relationships or customer base;

(h) Punitive damages, exemplary damages, or consequential damages;

(i) Indirect, incidental, or special damages;

(j) Damages arising from booking failures, cancellations, or modifications;

(k) Damages arising from inability to access or use the Platform;

(l) Damages arising from reliance on inaccurate information, rates, or descriptions;

(m) Damages arising from third-party conduct or third-party content;

(n) Damages arising from API integration or technical failures;

(o) Damages arising from payment processing failures or payment disputes;

(p) Damages arising from data breaches or security incidents;

(q) Damages arising from system unavailability or downtime;

(r) Damages arising from travel service supplier failures;

(s) Any other damages not directly caused by Expereon's act or omission; or

(t) Any damages that are not reasonably foreseeable at the time of entering into this Agreement.

This applies even if Expereonhas been advised of the possibility of such damages.

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SECTION 16: INDEMNIFICATION

16.1 Partner Indemnification Obligations

Partner agrees to indemnify, defend at Expereon's expense, and hold harmless Expereonand its officers, directors, employees, agents, contractors, and affiliates from any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising from or relating to:

(a) Partner's breach of these Terms;

(b) Partner's violation of applicable law or regulation;

(d) Partner's booking or payment transactions;

(e) Partner's conduct or misconduct;

(f) Partner's infringement of third-party intellectual property rights;

(g) Partner's violation of third-party rights or third-party policies;

(h) Claims by third parties related to Partner's conduct or submissions;

(i) Claims by end consumers arising from Partner's failure to comply with disclosure or communication obligations;

(j) Claims by end consumers arising from Partner's booking practices or business operations;

(k) Fraudulent activity, booking fraud, or payment fraud originating from Partner's systems;

(l) Data breaches or unauthorized access originating from Partner's systems;

(m) Security incidents or credential compromise originating from Partner's operations;

(n) Payment disputes, chargebacks, or payment processing failures arising from Partner's transactions;

(o) Violations of rate confidentiality by Partner;

(p) Partner's failure to maintain information security standards;

(q) Partner's failure to comply with GDPR or data protection obligations;

(r) Partner's failure to comply with regulatory or compliance obligations;

(s) Claims arising from travel services distributed by Partner;

(t) Claims arising from end consumer interactions with Partner;

(u) Partner's misrepresentation to end consumers or third parties;

(v) Partner's violation of intellectual property rights in materials displayed through Partner's distribution;

(w) Claims arising from Partner's competitive practices or use of competitive information;

(x) Claims arising from Partner's credentials or API access use;

(y) Room blocking abuse or prohibited booking patterns by Partner;

(z) Claims arising from travel service supplier disputes involving Partner bookings; or

(aa) Any other claim arising from Partner's actions, omissions, or breach of this Agreement.

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16.2 Indemnification Process

Partner's indemnification obligations include:

(a) Prompt notification to Expereonof any claim, suit, or demand;

(b) Provision of reasonable cooperation and information;

(d) Provision of reasonable defense support at Partner's expense;

(e) Reimbursement of all reasonable defense costs and attorney fees;

(f) Reimbursement of all damages, settlements, and judgments;

(g) Reimbursement of all investigation and response costs; and

(h) Satisfaction of any injunctive relief or remedies ordered by court.

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SECTION 17: TERMINATION AND SUSPENSION

17.1 Termination by Partner

Partner may terminate this Agreement and access to the Platform at any time by:

(a) Providing written notice to Expereonat the designated contact address; and

(b) Requesting account closure and API credential revocation.

Upon termination:

(a) Partner's right to access the Platform immediately ceases;

(b) All API credentials are immediately revoked;

(d) Partner remains liable for all charges incurred prior to termination;

(e) Partner remains liable for all bookings made prior to termination;

(f) Partner must honor all bookings confirmed before termination;

(g) Partner remains liable for indemnification obligations; and

(h) Expereonmay delete Partner's account data.

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17.2 Termination by Expereon

Expereonmay suspend or terminate this Agreement, Partner's account, and Platform access immediately with or without advance notice if:

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(a) Partner materially violates any provision of these Terms;

(b) Partner violates any provision of the Payment Agreement;

(d) Partner engages in prohibited conduct;

(e) Partner's account or operations pose operational, legal, financial, or security risk;

(f) Partner fails to maintain accurate account information;

(g) Partner fails to comply with regulatory or compliance obligations;

(h) Partner's payment is past due or in default;

(i) Partner exceeds credit limits or violates Payment Agreement terms;

(j) Partner engages in room blocking or prohibited booking practices;

(k) Partner discloses rate confidentiality or violates confidentiality obligations;

(l) Partner experiences data breach or security incident;

(m) Partner fails to maintain information security standards;

(n) Partner's API usage creates material capacity or cost impacts;

(o) Partner violates rate confidentiality with hotels or competitors;

(p) Expereondetermines termination is necessary for legal compliance;

(q) Partner's business undergoes change of control without prior written consent;

(r) Partner becomes insolvent, enters bankruptcy, or makes assignment for creditors;

(s) Partner commits gross negligence or material violation of applicable laws;

(t) Partner receives written notice of material breach and fails to cure; or

(u) Expereondetermines termination is appropriate for any other reason.

For material breaches including distribution violations, payment defaults, or fraud, Expereonreserves the right to terminate immediately without prior notice.

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17.3 Survival of Obligations Upon Termination

Upon termination or expiration of this Agreement:

(a) Partner's right to access the Platform immediately ceases;

(b) All Integration Credentials are immediately revoked;

(d) Partner must cease use of Expereoncontent and intellectual property;

(e) Each Party shall promptly return or destroy Confidential Information at the other Party's instruction;

(f) Each Party shall return or destroy all data and documents at the other Party's instruction;

(g) Partner shall make no further bookings through the Platform;

(h) Both Parties shall honor all bookings made before the termination date;

(i) Both Parties shall continue to comply with all obligations reasonably necessary to honor prior bookings;

(j) Partner remains liable for all outstanding charges and payment obligations;

(k) Partner remains liable for all indemnification obligations; and

(l) Partner remains liable for all obligations that by their nature survive termination.

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17.4 Surviving Provisions

The following provisions survive termination or expiration and remain in full force and effect:

(a) Warranty disclaimers (Section 14);

(b) Limitation of liability (Section 15);

(d) Confidentiality obligations (Section 12.4);

(e) Intellectual property restrictions (Section 8);

(f) Payment obligations (Section 7);

(g) Rate confidentiality (Section 7.1);

(h) Governing law and dispute resolution (Section 21);

(i) Fraud liability (Section 2.3); and

(j) Any other obligations that by their nature should survive.

These surviving provisions continue in effect for a minimum of one (1) year following termination unless a longer period is specified.

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SECTION 18: FORCE MAJEURE

18.1 Force Majeure Events

Neither Party shall be liable for failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

(a) Acts of God, natural disasters, earthquakes, hurricanes, floods, or severe weather;

(b) Pandemics, epidemics, or government-imposed quarantines;

(d) Internet backbone failures or infrastructure collapse;

(e) Major telecommunications failures;

(f) Supply chain disruptions or material shortages; and

(g) Other circumstances beyond reasonable control.

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18.2 Notification and Duration

The affected Party must promptly notify the other Party in writing of the force majeure event, including:

(a) Description of the event;

(b) Expected duration of the event;

(d) Steps being taken to mitigate impact; and

(e) Estimated restoration date.

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18.3 Termination Rights for Extended Force Majeure

If force majeure continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by providing thirty (30) days' written notice.

Upon termination:

(a) Both Parties remain liable for honoring prior bookings;

(b) Partner remains liable for outstanding payment obligations;

(d) Both Parties shall cooperate in an orderly wind-down.

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SECTION 19: DISPUTE RESOLUTION

19.1 Good Faith Negotiation

In the event of any disagreement, controversy, or claim arising out of or relating to this Agreement or services provided herein, the Parties shall first attempt to resolve the dispute amicably through good-faith negotiation.

Both Parties agree to:

(a) Engage in direct, good-faith discussions;

(b) Exchange relevant information and documentation;

(d) Escalate to senior management if necessary;

(e) Document negotiation efforts and positions; and

(f) Make good-faith efforts to resolve within thirty (30) days.

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19.2 Binding Arbitration

If the Parties are unable to settle the dispute through negotiation within thirty (30) days of written notification from one Party to the other, the matter shall be referred to binding arbitration administered by a mutually agreed-upon arbitral institution according to its rules in effect at the time of the dispute.

The arbitration shall be conducted:

(a) In the United Kingdom;

(b) In the English language;

(d) With a single arbitrator or panel as agreed;

(e) With discovery as permitted by arbitration rules;

(f) With confidential proceedings;

(g) With costs apportioned as ordered by arbitrator; and

(h) With judgment on arbitration awards enforceable in any competent court.

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19.3 Exclusive Dispute Resolution

The Parties agree that this arbitration clause is exclusive and that neither Party shall pursue litigation in courts until:

(a) The dispute resolution process is exhausted;

(b) Arbitration procedures are completed;

(d) Arbitration is otherwise terminated.

However, either Party may seek injunctive or equitable relief in competent courts to prevent irreparable harm, without waiving arbitration rights.

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19.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflicts of law principles.

If any provision of this Agreement requires interpretation of laws beyond Cayman Islands law (such as GDPR or local consumer protection laws), those provisions shall be interpreted consistent with the applicable laws of the relevant jurisdiction while maintaining the essential intent of the provision.

The substantive law of the Cayman Islands shall govern contractual interpretation, performance, breach, remedies, and all other matters arising from this Agreement unless applicable law of another jurisdiction mandates application of its law.

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SECTION 20: AGREEMENT TERM AND RENEWAL

20.1 Effective Term

These Terms apply from the earlier of (a) the date the Partner creates an account on the Platform or (b) the Partner first accesses or uses the Platform (the “Effective Date”).

Unless terminated earlier under these Terms, the Partner’s right to access and use the Platform is granted for an initial term of one (1) year from the Effective Date (the “Initial Term”) and will automatically renew for successive one-year periods (each, a “Renewal Term”) unless either party gives notice of non-renewal in accordance with Section 20.2.

20.2 Non-renewal notice

Either the Partner or Expereonmay elect not to renew by providing written notice at least thirty (30) days before the end of the then-current term.

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Notice may be provided via the Platform (if such functionality is available) or by email to the other party’s registered contact address, and must clearly state the intent not to renew and the effective date of non-renewal.

Upon expiration without renewal:

(a) the Partner’s Platform access may be disabled and API credentials may be revoked;
(b) the Partner remains responsible for any outstanding charges incurred before the effective date of non-renewal;
(c) existing confirmed bookings made before the effective date of non-renewal remain governed by their applicable booking terms and must be honored; and
(d) provisions intended to survive (including payment, liability limitations, indemnities, confidentiality, and dispute terms) continue in effect.

20.3 Automatic renewal and changes

If timely non-renewal notice is not provided, the access term renews automatically for an additional one-year Renewal Term on substantially the same Terms, subject to any updates Expereonprovides by notice on the Platform, including advance notice for material changes.

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SECTION 21: ASSIGNMENT AND GENERAL PROVISIONS

21.1 Company Assignment Rights

Expereonreserves the right to assign all or part of its obligations or rights arising from this Agreement to:

(a) Any subsidiary or affiliated company;

(b) Any company of the same business group;

(d) Any other entity selected by Expereonin its discretion.

Expereonshall provide Partner written notice of assignment, but assignment does not require Partner consent.

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21.2 Partner Assignment Restrictions

Partner shall not be authorized to assign, transfer, sublicense, or delegate any obligation or right under this Agreement to any third party, including affiliates, subsidiaries, or parent companies, unless expressly authorized in advance by Expereonin writing.

Any attempted assignment without authorization is void and constitutes material breach of this Agreement.

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21.3 Waiver

Waiver of any provision or right must be in writing signed by the Party granting the waiver. No waiver of any breach shall constitute waiver of any other breach or right, nor shall any single waiver constitute continuing waiver of such right.

Expereon

's failure to enforce any provision does not constitute waiver of that provision or right to enforce it in the future.

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21.4 Severability

If any provision of these Terms is found invalid, unenforceable, or void under applicable law, that provision shall be severed, and all remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

If a provision cannot be partially severed, the entire provision shall be severed, and the Parties' rights and obligations shall be determined under the remaining valid provisions.

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21.7 Construction

The headings and numbered sections are for reference only and do not affect interpretation. "Including" means "including without limitation." References to "days" mean calendar days unless specified as "business days."

Neither Party's counsel shall be deemed the drafter for construction purposes.

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SECTION 22: CONTACT AND NOTICES

22.1 Notice Requirements

All notices, demands, requests, and communications required or permitted under this Agreement must be in writing and sent by:

(a) Email to the email address designated by each Party;

(b) Registered mail or courier service to the registered business address;

(d) Delivery by hand to authorized representatives.

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22.2 ExpereonContact Information

For notices to Expereon:

Email: legal@expereon.com

Mailing Address: ExpereonLLC, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands

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22.3 Partner Contact Information

Partner shall maintain current contact information on file with Expereonand shall promptly update any changes to authorized contact persons, email addresses, or physical addresses.

Notices are deemed effective:

(a) Upon receipt if delivered by email (read receipt requested);

(b) Upon receipt if sent by courier or registered mail;

(d) On the date specified if sent by other agreed methods.

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FINAL SECTION: ACKNOWLEDGMENT AND ACCEPTANCE

By accessing or using the ExpereonPlatform, Partner acknowledges that Partner has:

(a) Read and understood all provisions of these Terms;

(b) Reviewed the Privacy Policy;

(d) Consulted with legal counsel if desired;

(e) Agreed to be bound by all Terms and conditions;

(f) Agreed to all liability limitations and disclaimers;

(g) Acknowledged the absence of warranties;

(h) Understood Partner's obligations and responsibilities;

(i) Confirmed Partner's B2B status and authorization;

(j) Confirmed compliance with all applicable laws;

(k) Acknowledged understanding of rate confidentiality requirements;

(l) Acknowledged understanding of information security obligations;

(m) Acknowledged understanding of fraud liability; and

(n) Agreed to all other terms and conditions set forth herein.

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Version 1.0 | Last Updated: January 28, 2026

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