These Offerial General Delivery Terms & Conditions (this "Agreement") are entered into between the entity executing the Agreement ("You", the "Accommodation") and Offerial P.C.. ("Offerial"),(each a "Party" and collectively the "Parties"). This Agreement governs Your use of the standard Offerial "Service".

Definitions

In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
"OAC" means the Offerial Analytics Code, which is installed on a Property for the purpose of collecting Customer Data, together with any fixes, updates and upgrades provided to the Accommodation.
"Customer Data" means the data concerning the characteristics and activities of Visitors that is collected through use of the OAC and then forwarded to the Servers and analyzed by the Processing Software.
"Processing Software" means the Offerial server-side software and any upgrades, which analyzes the Customer Data.
"Property" means a group of web pages or apps that are linked to an Accommodation Account and use the same OAC, or a group of related OACs. All pages within the Property are measured.
"Partner Properties" means the channel management systems, booking engines and any other similar platform where the Accommodation defines any parameters that affect its' online reservations and where the Accommodation will place OACs
"Account" means a billing account for the provided Service.
"Service" means the analytics system of Offerial.
"Privacy Policy" means the privacy policy on a Property.
"Servers" means the servers controlled by Offerial (or its wholly owned subsidiaries or parent companies) on which the Processing Software and Customer Data are stored.
"Accommodation" means any hospitality related entity which provides hospitality service legally and has a Property.
"Third Party" means any third party (i) to which the Accommodation provides access to the Accommodation's Account or (i) who has the official authorization to act on behalf of one or more Accommodations creating an Account and use the Service.
"Visitors" means visitors to the Accommodation's Properties.
"Customer Service" means the customer service desk of Offerial which can be reached by email as set out in this Agreement.
"Dashboard" means the online system which can be accessed by the Accommodation (after identification of the username and the password) through the Offerial indicated website for uploading changes, verifying, updates and/or amendments of the Accommodation Information.
"Force Majeure Event" means act-of-God, volcanic eruptions, (natural) disaster, fire, (acts of) war, hostilities or any local or national emergency, invasion, compliance with any order or request of any national, provincial, port or other public authority, government regulation or intervention, military action, civil war or terrorism, (biological, chemical or nuclear) explosion, rebellion, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, and any other exceptional and catastrophic event, circumstance or emergency.
"Intellectual Property Right" means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .gr, .it, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential". However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
"Documentation" means any accompanying documentation made available to the Accommodation by Offerial for use with the Dashboard, OAC, Processing Software and any other Service related documentation including any documentation available online.

Member Account, Password, and Security

To register for the Service, the Accommodation must complete the registration process by providing Offerial with current, complete and accurate information as prompted by the registration form, including e-mail address (username) & Accommodation official registered name.

Nonexclusive License

Subject to the terms and conditions of this Agreement, (a) Offerial grants the Accommodation a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the OAC solely as necessary for the Accommodation to use the Service on its' own Properties as well as Partner Properties where it has control and is authorized to use OACs; and (b) the Accommodation may remotely access, view and download available information stored in Offerial's Platforms where the Accommodation is permitted access with the Account. The Accommodation will not (nor will any third party be allowed to (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which the Accommodation is located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Service reports. The Accommodation will comply with all applicable laws and regulations in its' use of and access to the Documentation, Software, Service and Offerial related information.

Information Rights and Publicity

Offerial and its wholly owned subsidiaries may retain and use, subject to the terms of its privacy policy (located at http://www.Offerial.com/s/privacy), information collected during the Accommodation's use of the Service. Offerial will not share Customer Data or any Third Party's Customer Data with any third parties unless Offerial (i) has the Accommodation's consent for any Customer Data or any Third Party's consent for the Third Party's Customer Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of Offerial, its users or the public; or (iii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on Offerial's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Offerial. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on Offerial's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

Privacy

The Accommodation

1. will not (and will not allow any third party to) use the Service to track, collect or upload any data that personally identifies an individual (such as a name, email address or billing information), or other data which can be reasonably linked to such information by Offerial.
2. will have and abide by an appropriate Privacy Policy and will comply with all applicable laws and regulations relating to the collection of information from Visitors.
3. must post a Privacy Policy and that Privacy Policy must provide notice of the use of all cookies that are used to collect Customer Data on the Accommodation's Properties as well as Partner Properties, and must not circumvent any privacy features (e.g., an opt-out) that are part of the Service.

Indemnification

To the extent permitted by applicable law, the Accommodation will indemnify, hold harmless and defend Offerial and its wholly owned subsidiaries & parent companies, at the Accommodation's expense, from any and all third-party claims, actions, proceedings, and suits brought against Offerial or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Offerial or any of its officers, directors, employees, agents or affiliates, arising out of or relating to the Accommodation's:

1. breach of any term or condition of this Agreement
2. use of the Service
3. violations of applicable laws, rules or regulations in connection with the Service
4. any representations and warranties made by the Accommodation concerning any aspect of the Service, the Software or other information to any Third Party; any claims made by or on behalf of any Third Party pertaining directly or indirectly to the Accommodation's use of the Service, the Software or other information;
5. violations of obligations of privacy to any Third Party; and any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or other information.

Offerial will provide the Accommodation with written notice of any claim, suit or action from which the Accommodation must indemnify Offerial. The Accommodation will cooperate as fully as reasonably required in the defense of any claim. Offerial reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Accommodation.

Third Parties

If a Third Party uses the Service on behalf of the Accommodation or a Third Party uses the Service through the Accommodation's Account, whether or not the Third Party is authorized by Offerial to do so, then the Third Party represents and warrants that

1. the Third Party is authorized to act on behalf of, and bind to this Agreement, the Accommodation to all obligations that have under this Agreement,
2. Offerial may share with the Third Party any Customer Data that is specific to the Accommodation's Properties and Partner Properties, and
3. the Third Party will not disclose the Accommodation Customer Data to any other party without the Accommodation's consent.

Fees and Service

The Service is provided at no cost to the Accommodation.

Representations & Warranties

Each Party represents and warrants to the other Party that for the term of this Agreement:

1. it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
2. it has taken all corporate action required by it to authorize the execution and performance of this Agreement;
3. this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms, and
4. each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.

Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

Offerial disclaims and excludes any and all liability in respect of the Accommodation which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Service and/or the online presence.

Indemnification & Liability

1. Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys' fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
   1. a breach of this Agreement by the Indemnifying Party, or
   2. any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party.
2. The Accommodation shall fully indemnify, compensate and hold Offerial harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Offerial.
3. Save as otherwise provided for in this Agreement, the maximum liability of one Party to any other party in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the EUR 100,000, unless in the event of tort, fraud, willful misconduct, gross negligence, deliberate non-disclosure or deliberate deception on the part of the liable Party (i.e. the Indemnifying Party), in which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 11 shall apply to any of the indemnifications in respect of third party claims (e.g. claims from Guests as described in 6.2) or third party liabilities.
4. In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
5. In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise. All such damages and losses are hereby expressly waived and disclaimed.
6. Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.

Term, Termination & Suspension

1. This Agreement shall commence after the Accommodation has registered for the Service, on the date when the Accommodation installs the OACs on its Properties as well as Partner Properties and Offerial starts receiving Customer Data. This Agreement will be effective for one year, unless terminated by either Party with a notice period of 14 days prior to the end of the first year. After the one year period, this Agreement shall continue thereafter for indefinite period of time until terminated by either Party on not less than 14 days written notice to the other Party.
2. Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required.
3. Offerial is entitled to immediately suspend its Service to or in respect of the Accommodation in any of the following events the Accommodation refuses to agree to any revision to any term of this Agreement.
4. Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party's rights and remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement. All applicable clauses survive termination.

Confidentiality

1. Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
2. Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.
3. Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including the any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated company that is under the control of or controls that relevant Party.
4. Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Parties agree to comply with Directives 95/46/EC and 2002/58/EC on the processing of personal data and the protection of privacy.

Miscellaneous

1. Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Offerial may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an affiliated, parent or subsidiary company without the prior written consent of the Accommodation.
2. All notices and communications must be in English, in writing, and sent by email or nationally recognized overnight air courier to the applicable address set out in the Agreement.
3. This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the Accommodation).
4. If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
5. Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of Greece. Save as set out otherwise in this Agreement, any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Greece.
6. Parties agree and acknowledge that nothing in this Agreement shall prevent or limit Offerial in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Accommodation is established or registered under the laws of the relevant jurisdiction where the Accommodation is established or registered and for this purpose, the Accommodation waives its right to claim any other jurisdiction or applicable law to which it might have a right.
7. In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the Accommodation (including its employees, directors, officers, agents or other representatives) shall:
   1. not directly or indirectly
   2. offer, promise or give to any third party (including any governmental official or political party's (official, representative or candidate)), or
   3. seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and
   4. comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act).

Modifications to Terms of Service and Other Policies

Offerial may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. The Accommodation should look at the terms regularly. Offerial will post notice of modifications to these terms or policies referenced in these terms at the applicable URL for such policies. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If the Accommodation does not agree to the modified terms for the Service, the Accommodation should discontinue the use of the Service. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Offerial, (ii) the Accommodations accept updated terms online, or (iii) the Accommodation continues to use the Service after Offerial has posted updates to the Agreement or to any policy governing the Service.