Supply Agreement

1. Products.
Supplier hereby agrees to make its travel or destination products, activities and/or services (its “Products”) available to Expedia for booking through the Service. Supplier hereby authorizes Expedia to accept bookings and issue vouchers, voucher/reservation numbers or other confirmation method as specified by Expedia for the Products (each, a “Voucher”) that Expedia makes available through the Service. Supplier will: (i) accept Vouchers presented by the customers who made the booking through the service (each, a “Customer”); and (ii) verify the identity of each Customer presenting a Voucher prior to accepting it. If Supplier cannot provide a Product to a Customer presenting a Voucher, then Supplier will immediately notify Expedia and, at the Customer’s election, provide Customer with a comparable or better Product at no additional cost, or notify Expedia of Customer’s desire for a refund. Expedia may refrain from offering Products through the Service in its sole discretion. Unless Supplier is located in Australia, the Gulf Cooperation Council (GCC) region comprising Kingdom of Saudi Arabia, Kuwait, United Arab Emirates, Qatar, Bahrain, and Oman, or other territory where the following is prohibited by applicable law, Supplier shall: (x) make available to Expedia all Products that it makes available through any other third party distributor of its Products (each a “Distributor”), and (y) offer its Products to Expedia at Rates equal to or less than the Rates it offers any other Distributor for the same or similar products.

2. Supplier Product Information/Rates.
(a) On or before the Effective Date, Supplier shall deliver to Expedia detailed information about the Products, in the form and manner as requested by Expedia, which will include, among other things, the Rates for the Products inclusive of Transaction Tax (as defined below), availability limitations and the cancellation policy for each Product.
(b) As used herein "Rate" shall mean (either (i) the retail rate for each Product inclusive of Transaction Taxes provided by the Supplier (each a "Retail Rate"); or (ii) the net rate inclusive of Transaction Tax as provided by Supplier or a promotional lower net rate inclusive of Transaction Tax mutually agreed upon by the parties for use in promotional offers such as travel packages (each a "Net Rate"). Except as otherwise specified in an approval signed by Supplier, Supplier shall ensure that the margin applicable to the Retail Rates shall be at least {}% below the best available retail rate for each Product (the “Margin”). For Retail Rate bookings, Expedia will act as a facilitator of such booking acting on Supplier’s behalf and in Supplier’s name. For Net Rate bookings, Expedia will act as a facilitator of such booking on Supplier's behalf but acting in its own name.
(c) Supplier will not impose a more restrictive cancellation policy on Customers than the cancellation policies Supplier imposes on customers booking directly with Supplier or through any Distributor. At a minimum, Supplier's cancellation policy shall provide a full refund for Customers cancelling at least 24 hours in advance, unless another cancellation period has been approved by Expedia in writing which may be done via email.
(d) Providing Expedia with competitive rates, rules, restrictions, policies and conditions is part of a fair and balanced commercial bargain between Supplier and Expedia, one which delivers incremental bookings to Supplier on attractive terms (including importantly at no upfront costs), and one which allows Expedia to provide a comprehensive search and booking service to Customers, while protecting Expedia from free-riding on its considerable investments in attracting Customers to Supplier’s Products.
(e) When supplying information to Expedia, Supplier shall follow the instructions provided by Expedia. By this reference, the information submitted to Expedia, once accepted by Expedia, is incorporated into, and made a part of, this Agreement.

3. Customer Service.
Supplier will provide second-tier customer service and support to resolve inquiries or issues escalated to Supplier from Expedia customer support via email and telephone, and will respond to and resolve such escalations at the same service level provided to Supplier’s best customers and in accordance with industry practice. Supplier will treat all Customers in a nondiscriminatory manner and in the same manner as Supplier treats its other customers. In an effort to ensure complete Customer satisfaction, Expedia will work in good faith with Supplier to evaluate and resolve each Customer complaint on a case-by-case basis. In the event that Supplier fails to respond to any Customer complaint escalated to Supplier by Expedia, then Expedia may, in its sole discretion, refund the amount determined by Expedia to be appropriate to the customer and may withhold such refund amount from amounts owing to Supplier.

4. Anti-Fraud Cooperation.
It is Supplier’s responsibility to verify the authenticity of all Vouchers and the identity of each Customer, Expedia shall only pay Supplier for valid Vouchers that have been redeemed and shall not pay for Vouchers that have been altered or reproduced, or have been previously paid by Expedia. If a party believes a Voucher may be or is fraudulent, or certain data provided by a customer cannot be verified, then the parties will work in good faith to address such fraudulent or potentially fraudulent Voucher. In the event of a fraudulent or potentially fraudulent Voucher, Expedia may, if possible, cancel such Voucher at any time. If cancellation of a fraudulent or potentially fraudulent Voucher occurs prior to redemption neither Expedia nor any of its affiliates shall be obligated to pay any cancellation fee or penalty.

5. Term of Agreement.
This Agreement begins on the Effective Date and continues for an initial term of one (1) year, renewing automatically for successive one-year terms thereafter, unless earlier terminated as provided herein. In addition to the termination rights elsewhere in this Agreement, Expedia may terminate all or part of this Agreement if Expedia determines (i) Supplier has materially breached this Agreement and failed to cure that material breach within 30 days’ notice, unless Supplier’s breach exposes Expedia or its Affiliates to liability toward a third-party or Supplier’s breach is a repeated breach, in which case the cure period will not apply, (ii) Supplier have not met Supplier’s payment obligations under this Agreement or any other agreement with Expedia and fail to cure that breach within 30 days’ notice, or (iii) Supplier’s use of the Service is associated with fraudulent or illegal activity or might otherwise harm other suppliers or customers. Expedia may immediately terminate all or part of this Agreement or suspend Supplier’s access to the Service if required by law. Expedia may also suspend Supplier’s access to the Service at any time and in its sole discretion, for whatever reason (including without cause). Expedia will notify Supplier of any termination or suspension and, where relevant, give Supplier reasons for the termination or suspension. Additionally, either Supplier or Expedia may terminate this Agreement for any reason by providing at least 30 days prior written notice to the other. If this Agreement is terminated for any reason, Supplier will honor all outstanding, previously booked Vouchers, and will continue to comply with the terms of this Agreement until the last Voucher has been redeemed.

6. Data Protection.
(a) Ownership of Customer Data. As between the parties, information including but not limited to Customer name, address, and email (“Customer Data”) that Expedia provides to Supplier pursuant to this Agreement, shall be considered proprietary information of Expedia and all right, title and interest in the Customer Data is owned by Expedia. During the term of this Agreement and thereafter, Supplier will: (i) use such Customer Data only as necessary to perform its obligations under this Agreement; (ii) maintain and protect such Customer Data in confidence, with reasonable security precautions at least as great as the precautions it takes to protect its own confidential information of similar importance; and (iii) not market to Customers identified in the Customer Data or otherwise use or permit the Customer Data to be used, sold, licensed, leased, transferred, or distributed, in any form or by any means, without the prior written consent of Expedia. All such Customer databases are and shall remain the sole and exclusive property of Expedia. The terms of this section shall not prevent Supplier from independently collecting information from a Customer provided that Supplier will not, directly or indirectly, engage in any solicited or unsolicited marketing, promotion or similar communications with any Customer unless Supplier has received consent directly from such Customer.
(b) Expedia Materials. Supplier is not authorized to scrape or otherwise extract information, data or other materials from the Service including Expedia’s or its affiliates’ websites (collectively the “Expedia Materials”). Supplier is not authorized to use in any manner the Expedia Materials including, without limitation, publicly displaying any Expedia Materials on Supplier's websites (other than Content (as defined below) as supplied by Supplier to Expedia).
(c) Access to Information.During the Term, Supplier will have access to information provided or generated Supplier and information relating to the Products collected or generated by Expedia to the extent that this information is generally available in the Expedia Local Expert self-service online tool. The Expedia Local Expert self-service online tool’s privacy policy will apply to Expedia’s storage and use of this information.
(d) Survival.This section will survive the termination or expiration of this Agreement.

7. Payment Terms.
(a) Once per month, Expedia will remit to Supplier a statement of the previous months redeemed Products along with the applicable Net Rate or Retail Rate less the Margin for such redeemed Products. All payments from Expedia to Supplier pursuant to this section shall be considered final unless disputed by Supplier in good faith and pursuant to a written notice received by Expedia within 60 days of Supplier’s receipt of the disputed payment. For Products booked through Desks please refer to Section 16 for the payment process.
(b) Supplier will not be entitled to payment for cancellations if Supplier was notified of such cancellation in compliance with the cancellation policy for each Product, if applicable, and provided to Expedia in accordance with this Agreement.

8. Rate and Availability Changes.
(a) Subject to the requirements set forth in Section 2, Supplier may change its Retail Rate for any Products under this Agreement using the Expedia Local Expert self-service online tool, provided however that Expedia may in its sole discretion discontinue booking such Product(s). The Retail Rate for such Products will remain in effect until Supplier updates such Retail Rates directly using the Expedia Local Expert self-service online tool. If Supplier has entered an expiration date for a Retail Rate in the Expedia Local Expert self-service online tool and fails to update such Retail Rate then the Retail Rate entered by the Supplier shall automatically extend after such expiration date. Supplier shall provide Net Rates to Expedia in the manner instructed by Expedia. Supplier may change a Net Rate for any Product by providing written notice (which may be sent by email) to Expedia at least thirty (30) days prior to the effective date of such Net Rate change, provided however that Expedia may in its sole discretion discontinue booking such Product(s). For Products booked through Desks please refer to Section 16 for the Rate change process.
(b) Supplier will communicate all supply limitations to Expedia in the form and manner as requested by Expedia. It is Supplier’s sole responsibility to inform Expedia when Products will no longer be available for booking by Expedia at least 48 hours prior to the stop sell date. Supplier shall honor all Vouchers issued by Expedia within 48 hours of receiving notice that a Product is no longer available.
(c) Supplier acknowledges that Expedia has no knowledge of (i) Customers’ actual use of the Products, (ii) any cancellation notice that may be given by Customers to Supplier, or whether any such cancellation notice is sufficient under Supplier’s policies or the terms of this Agreement to relieve Customers of the charges otherwise due, or (iii) any price adjustment negotiated between Supplier and Customers. Accordingly, Expedia may rely upon, and accept as accurate for Supplier’s Products: (x) the pricing information provided by Supplier as may be updated per this section; and (y) the reservation information contained in Expedia’s booking database.

9. Taxes.
(a) Each Party shall be liable for calculating and remitting its own taxes imposed on property, payroll, income, or net worth.
(b) Amounts payable or deemed to be payable by Expedia to Supplier under or in connection with this Agreement shall be deemed to be inclusive of Transaction Tax chargeable on the supply for which such sums are the consideration for Transaction Tax purposes. "Transaction Tax" means any and all value added (VAT), goods and services, sales, use, excise, gross receipts vehicle rental, consumption, services and any other similar tax, duty, imposition, fee or charge, however designated, that is not imposed on, measured by, or based on gross or net income. Supplier is solely responsible for collecting, reporting and remitting to the relevant Governmental Authority any Transaction Tax applicable to any amounts paid by Expedia or Customer to Supplier and will keep books and records of such remittance as required by law. "Governmental Authority" means any federal, central, state, provincial, regional, municipal or local government or authority, or other political subdivision thereof, and any person, board, court, tribunal, commission or department, exercising executive, legislative, judicial, regulatory, or administrative functions of, or pertaining to, government or having jurisdiction in the relevant circumstances. Supplier will inform Expedia of any changes in the Transaction Tax and/or tax rates applicable to Products. Expedia will notify Supplier if Expedia is required by law to collect additional Transaction Tax and/or required to stop collecting Transaction Tax. If there are any disagreements related to Transaction Tax, the parties agree to work together in good faith to resolve.
(c) Supplier shall deliver to Expedia, prior to receipt of any applicable payments hereunder, a duly completed and signed copy of IRS Form W-9, IRS Form W-8BEN-E, or IRS Form W-8ECI (or any successor thereto) to establish that Supplier is not subject to withholding or is entitled to an exemption from, or reduction of, withholding tax, as applicable. Supplier shall promptly notify Expedia of any change in circumstances that impacts the validity of the information previously provided and provide updated tax documentation. Supplier shall provide Expedia with an updated version of IRS Form W-9, W-8BEN-E or IRS Form W-8ECI (or any successor thereto) every three years. If Supplier fails to provide tax documentation, then Expedia shall be entitled to deduct and withhold from any payment due to Supplier under this Agreement such amounts as Expedia is required to deduct and withhold under applicable law. All amounts withheld by Expedia pursuant to this clause shall be treated as paid to Supplier.

10. Insurance.
(a) Coverage. Supplier represents and warrants that it will maintain (and shall cause each of its agents, independent contractors and subcontractors performing any services hereunder to maintain) at its sole cost and expense insurance to cover any and all of its obligations under this Agreement which will at a minimum meet the specifications set forth in Exhibit A based on the type of Products provided by Supplier and the territory where the Products are provided.
(b) Policy Details. Supplier will ensure that all of the required insurance policies either (i) name Expedia and its Affiliates and assignees as additional insureds for its general liability and public/products liability policies; (ii) include an “Indemnity To Principals Clause” in favor of Expedia; or (iii) contains a similar clause which ensures that Expedia’s interests under this Agreement or in the event of a claim are protected. In addition, Supplier shall ensure that such policies shall contain a provision requiring at least thirty (30) days’ prior written notice to Expedia of any cancellation, modification or non-renewal of policies (or if the foregoing is not allowed in Supplier’s jurisdiction then Supplier agrees to notify Expedia in writing at least 30 days before any material change of cancellation of its insurance). Within thirty (30) days following the Effective Date, and upon the renewal date of each policy, Supplier will furnish to Expedia certificates of insurance or provide other evidence of insurance acceptable to Expedia that indicates that Expedia’s interests are noted in the event of a claim and pursuant to the terms of this Agreement along with such other documentation relating to such policies as Expedia may reasonably request.

11. Permission to use Intellectual Property.
(a) In order to enable Expedia to market and promote the booking of Supplier’s Vouchers as permitted herein, Supplier hereby gives Expedia a limited, non-exclusive, worldwide, royalty-free right to use and display, copy, reproduce and redistribute Supplier’s trade name, logos, trademarks and copyrights, images from Supplier’s website (including, without limitation, data, text, audio, video, graphics, photographs, artwork and similar materials) (collectively, “Content”) solely in connection with the Service. Expedia may, in its reasonable discretion, edit, modify and otherwise alter any Content as is necessary or desirable to optimize display of such Content (e.g. to make adjustments to the size, color, brightness, contrast, etc.) and for no other purpose. Additionally, Expedia may use third parties to reproduce, host or display the Content in support of the Service. Expedia will determine the order that Products displayed on the Service appear in its sole discretion. Further details can be found here.
(b) In the event Expedia desires to use any Content in a manner not permitted by this section, then Expedia shall obtain Supplier’s prior written permission for any such use.
(c) Supplier agrees that, notwithstanding termination of this Agreement for any reason, the license rights granted to Expedia in this section will continue for Content used in marketing materials created prior to the termination of the Agreement (e.g., magazines printed on a monthly, quarterly, or bi-annual basis). This section will survive the termination or expiration of this Agreement.

12. Limitation of Warranty and Liability; Indemnity.
Expedia makes no warranty or representation, and disclaims all implied warranties, obligations and liabilities arising by law or otherwise, regarding the Service and/or any revenue or profit payable to Supplier from bookings through Expedia of the Vouchers. SUPPLIER RELEASES EXPEDIA FROM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF EXPEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Supplier will hold harmless, indemnify and defend Expedia, and its respective employees, directors, officers and agents (the “Indemnified Parties”) against any and all actions, claims, suits, demands, judgments, losses, costs, expenses and/or damages, including attorneys’ fees, arising out of or resulting from (a) any Product, (b) use of the intellectual property described in Section 11, (c) a breach by Supplier of this Agreement or any representation or warranty, or (d) the provision of inaccurate information to Expedia by Supplier. This section will survive the termination or expiration of this Agreement.

13. Health and Safety.
If Supplier is located in the European Union or if its Products are provided within the European Union then Supplier shall comply with the terms of this section and co-operate actively and in good faith with Expedia in relation to their Health & Safety programme, which is intended to raise the general safety standards enjoyed by Customers. At Expedia’s request, Supplier shall promptly provide Expedia with a copy of Supplier’s annual operating license and/or similar certificate(s) required for it to operate legally in its jurisdiction. In addition, Expedia may provide Supplier a health and safety self-assessment questionnaire (“Self-Assessment”) from time to time. Supplier shall supply the information requested in the Self-Assessment in a timely manner. Further, Supplier shall permit any employee of or consultant appointed by Expedia to carry out any inspection, audit or risk assessment of the Products offered hereunder in relation to health & safety. Where recommendations relating to health and safety are made as a result of any of the above, Supplier shall implement such recommendations within mutually agreed timeframes. If Supplier fails to implement any such health and safety recommendations within the agreed timeframe, or if Supplier fails to timely provide a copy of Supplier’s annual operating license or similar certificate(s) when so requested, then Expedia may terminate this Agreement immediately upon written notice to Supplier.

14. Expedia Activities Policies.
Supplier represents and warrants that its Products are, and will remain, compliant with Expedia’s policies for Products located here, as updated from time to time (the “Expedia Activities Policies”). Expedia will notify Supplier if it believes that all, or part, of Supplier’s Products violate the Expedia Activities Policies and Supplier will have 30 days from such notice to bring its Products into compliance with the Expedia Activities Policies. If, at Expedia’s sole discretion, Supplier fails to make changes necessary for its Products to comply with the Expedia Activities Policies, Expedia may remove all, or part, of Supplier’s Products from the Service or terminate this Agreement at the end of the 30 days’ notice. Supplier will not be entitled to payment for any Products that Expedia determines to be in violation of the Expedia Activities Policies and will immediately return any payments for such Products already made by Expedia.

15. Changes to Terms.
Expedia reserves the right to change or modify this Agreement, or any policy or guideline related to the Service, at any time in its sole discretion. If Expedia changes or modifies the terms of this Agreement, Expedia will provide the modified terms of this Agreement to Supplier in writing which may be via email. Any changes or modification will be effective thirty (30) days after the notice of the revisions. Supplier’s continued provision of Products to Expedia following the posting of changes or modifications shall confirm Supplier’s acceptance of such changes or modifications.

16. Desk Requirements.
As used in this section, “Desk” means a concierge location, an activity desk (including, but not limited to, a physical location within a hotel, airport, rental agency or rail station), retail location or other physical location which enables users to shop for, book and pay for travel services and destination products from Expedia.
(a) Payment Terms Specific to Desk Locations. Unless otherwise specified below or directed by Expedia, Supplier will remit an invoice that accurately itemizes the Retail Rate less the Margin or the Net Rate along with the corresponding Voucher number for each Product booked and the applicable Taxes once per month to the locations specified below:
i. For Products booked in the Florida market. Once per month, Expedia will remit to Supplier a statement of the previous months booked Products along with the applicable amount owing for such Products. Payments shall be made by Premier Getaways, Inc. via virtual credit card or check, as determined by Expedia. Payments made by virtual credit card shall be made within 7 days of the end of each month, payments made by check shall be made within 30 days of the end of each month. All payments from Expedia to Supplier pursuant to this section shall be considered final unless disputed by Supplier in good faith and pursuant to a written notice received by Expedia within 60 days of Supplier’s receipt of the disputed payment.
ii. For Products booked in the Hawaiian market. Once per month, Expedia will remit to Supplier a statement of the previous months redeemed Products along with the applicable Rate for such redeemed Products. All payments from Expedia to Supplier pursuant to this section shall be considered final unless disputed by Supplier in good faith and pursuant to a written notice received by Expedia within 60 days of Supplier's receipt of the disputed payment.
iii. For Products booked in Additional Markets. To the location specified by Expedia. Unless otherwise specified above, Expedia will remit to Supplier the total Retail Rate less the Margin or the Net Rate of the redeemed Products within thirty (30) days of the date that (i) Supplier uploaded an electronic invoice or (ii) Expedia received the manual invoice, provided that in either case Expedia does not dispute, in good faith, the amount due on such invoice. If no invoice is received within 180 days of the date of use of any Product, then no amount will be due for such Product and any later invoice containing charges for such Product will be void. Supplier is responsible for proving that each applicable invoice was delivered within the time limit.
(b) Indemnification. For Products booked at Desks the following is added to the definition of Indemnified Parties: the owners and/or managers of the property where the Desks are located and their respective employees, directors, officers and agents. Solely for the purposes of enforcing the indemnification obligations set forth in this Agreement, the owners and/or managers of the property where the Desks are located and their respective employees, directors, officers and agents shall be deemed to be third party beneficiaries of this Agreement. This section shall survive termination of the Agreement.
(c) Rate Changes. Subject to the requirements set forth in Section 2, Supplier may change its Rates for Product(s) booked at Desks at least thirty (30) days prior to the effective date of such Rate change by providing written notice to Expedia, provided however that Expedia may in its sole discretion discontinue booking such Product(s). The current Rates will remain in effect until thirty (30) days following written notice of a Rate change is received from Supplier.

17. General Provisions.
(a) If a dispute arises under this Agreement (including any dispute regarding termination or suspension), the disputing party will promptly provide written notice with reasonable detail regarding the dispute. Upon receipt of a dispute notice, the parties will work together in good faith to resolve the matter within a reasonable time period. If Supplier is located in the European Union, United Kingdom, Iceland, Liechtenstein, Norway or Switzerland, the disputing party may refer the matter to mediation through Promediate Mediation Services (www.promediate.co.uk/), the Centre for Effective Dispute Resolution (www.cedr.com/p2bmediation), or another mediation service agreed by the parties. Expedia will notify Supplier of any change to this mediation programme. If Supplier is located in any territory other than Hawaii, United Kingdom or the European Union, this Agreement will be interpreted, construed and enforced in all respects with the laws of the State of Nevada and each party consents to the exclusive jurisdiction and venue of the courts in Clark County, Nevada for all disputes relating to this Agreement. If Supplier is located in Hawaii, this Agreement will be interpreted, construed and enforced in all respects with the laws of the State of Hawaii and each party consents to the exclusive jurisdiction and venue of the courts of Honolulu County, Hawaii for disputes relating to this Agreement. If Supplier is located in the United Kingdom or the European Union, this Agreement is governed by the laws of England and Wales and each party consents to the exclusive jurisdiction and venue of the English courts for all disputes relating to this Agreement. The prevailing party in any such dispute may recover its reasonable attorneys’ fees, costs and expenses from the other party.
(b) This Agreement does not create a partnership, employment or agency relationship between the parties. Supplier may not assign this Agreement. Expedia may assign this Agreement to any of its corporate affiliate companies. EACH PARTY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY OF ALL CLAIMS RELATING TO THIS AGREEMENT.
(c) Supplier represents and warrants that (i) it is authorized to enter into this Agreement; (ii) all information provided by Supplier to Expedia is true and correct; (iii) it shall obtain and maintain throughout the Term all required or applicable permits, approvals and licenses; (iv) the Products are in compliance with all applicable disability laws including if the Products are available in the US, the ADA guidelines; (v) it shall comply with all laws, rules, regulations and ordinances applicable to its business and operations including, but not limited to, those relating to data protection including, if applicable, compliance with the European Directives 95/46/EC and 2002/58/EC and its legislative implementation in EU member states; (vi) Expedia’s use of the Content herein shall not violate or infringe on the rights of any third party. and (vii) that it is the owner or operator of the Products, and that it is not, and any beneficial owner of it or any Product is not, incorporated in or resident of a country subject to economic or trade sanctions by OFAC or listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person," or similar restrictive designation under the OFAC sanctions regime. Supplier will advise Expedia immediately if Supplier’s facilities, equipment, Products or services change.
(d) Supplier hereby agrees that it shall not at any time, directly or indirectly orally, in writing or through any medium including, but not limited to, the press or other media, computer networks, bulletin boards or blogs, or any other form of communication, tortiously interfere with Expedia’s contracts or relationships or slander, libel, defame or otherwise injure Expedia, its products and services (“Defamatory Activity”). Upon the occurrence or allegation of any Defamatory Activity, Expedia may immediately terminate this Agreement by providing notice thereof to Supplier and seek all other remedies at law or otherwise.
(e) This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and expressly terminates any and all prior agreements and understandings, whether written or oral. Nothing in this Agreement shall limit liability for any representations made fraudulently. Except as otherwise set forth in this Agreement, no term of this Agreement may be waived, modified or amended without a writing executed by both parties. No failure or delay by a party in exercising its rights or remedies shall operate as a waiver unless made by written notice. If any term of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in effect.
(f) This Agreement may be terminated immediately upon written notice by either party if the other party ceases to do business, becomes insolvent, or is subject to bankruptcy or insolvency proceedings, whether actual or reasonably believed to be imminent. If reasonable grounds for insecurity arise with respect to either party’s performance of, or breach of, this Agreement, the other party may in writing demand adequate assurance of due performance. Until such party receives sufficient assurance in writing that such issue has been addressed or such breach has been cured, it may suspend its performance of this Agreement. If such party does not receive such written assurance within five (5) days after its request therefore, or within such other reasonable period of time it may designate under the then existing circumstances, the failure by the party to furnish such assurance will entitle the other party to immediately terminate this Agreement.
(g) All notices hereunder must be in writing and sent by facsimile or a recognized overnight air courier as follows: If to Supplier, at the address specified in the online registration process; if to Expedia, to Expedia, Inc., 1111 Expedia Group Way W, Seattle, WA 98119, Attn: Local Expert, Fax: 425-679-7246, with a copy of legal notices to: Attn: General Counsel, Fax: 425-679-7251.
(h) Expedia reserves the right to recoupment and offset for any amounts owed to Expedia by Supplier under this Agreement or any other agreement between Supplier and Expedia.
(i) No provision of this Agreement shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise except as specified in Section 16.
(j) Each party will retain in confidence all information transmitted to such party by the other party, including, without limitation, Customer Data. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to either party’s attorneys or accountants on a need-to-know basis) without the prior written consent of the other party. This provision and its confidentiality obligations will survive the termination of this Agreement and a breach of such provision will entitle the other party to immediately terminate this Agreement and seek all other remedies available to it.
(k) If there is a catastrophic force majeure event (including without limitation, the occurrence or threatened occurrence of a natural disaster, an environmental disaster, whether natural or manmade, war, civil unrest, labor disputes, or a terrorist attack) in or around the location of Supplier’s Products, Supplier shall cooperate with Expedia in processing refunds to Customers when reasonably requested. The foregoing refund requirement supersedes any Supplier refund policy.
(l) Any sections of this Agreement which are expressed to survive termination or expiration of this Agreement, and any sections of this Agreement necessary for the interpretation or enforcement of this Agreement shall survive termination of this Agreement.