夜色直播

1.1 These General Terms and Conditions for Partners shall apply to all Agreements concluded between 夜色直播 and Partner or to whoever is using services provided by 夜色直播 and/or has access to 夜色直播 Platform.

1.2 These General Terms and Conditions for Partners are published on the 夜色直播 website and form an integral part of the Agreement.

1.3 This version of the General Terms and Conditions for Partners is valid and effective from the effective date as stated above and completely replaces any prior versions of General Terms and Conditions for Partners.

2.1 In these General Terms and Conditions for Partners, unless the context requires otherwise, the capitalised words and expressions shall have the meanings defined in Schedule 1 - Definitions.

2.2 The headings and structure of these General Terms and Conditions for Partners, as well as any examples provided under certain clauses, if any, shall not affect their interpretation.

3.1 夜色直播 Services
Subject to these General Terms and Conditions for Partners, 夜色直播 shall make the 夜色直播 Platform available to the Partner and provide the Partner with other 夜色直播 Services as specified in the Agreement within the Territory. Partner shall pay 夜色直播 the Fees set forth in the Agreement in accordance with payment terms set out in Clause 5 of these General Terms and Conditions for Partners.

3.2 Authorisation
Unless otherwise specified in the Agreement, the Partner hereby appoints 夜色直播 as limited agent with respect to booking accommodation and other Partner Services provided by Partner to Customers, subject to limitations as stipulated herein. 夜色直播 shall enable publishing Listing of the Partner via 夜色直播 Platform, Partner鈥檚 offer of accommodation, and other Partner Services.

3.3 Availability
夜色直播 Services shall be made available by 夜色直播 subject to any unavailability caused by circumstances beyond 夜色直播鈥� reasonable control, including any force majeure events, any computer, communications, internet service, or hosting facility failures, delays involving hardware, software, power, or other systems not within 夜色直播鈥� possession or reasonable control, or denial of service attacks. 夜色直播 Services may be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades, or relocation.

3.4 Service Level Agreement
If agreed between the Parties, the service level agreement available at /en/service-level-agreement applies.

3.5 夜色直播 Account
As part of the registration process, the Partner shall identify usernames and email contacts for the 夜色直播 Account and subsequently shall set up passwords.

3.6 Unauthorized Access
The Partner is obliged to keep its access details confidential and secure. 夜色直播 shall not be liable for any damage caused by misuse or unauthorised disclosure of access details or unauthorised access to the 夜色直播 Account by any third party.

3.7 Prior use
The Parties hereby represent and agree that before concluding the Agreement the Partner has been given the opportunity to access and use a demo version of 夜色直播 Services in order to determine whether 夜色直播 Services fits the Partner鈥檚 business purpose.

3.8 Equipment
The Partner shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use 夜色直播 Services including but not limited to modems, hardware, servers, software, operating systems, and networking and web servers (鈥淓quipment鈥�). The Partner shall be responsible for maintaining the security of the Equipment and for any use of the Equipment.

3.9 Subcontractors
夜色直播 may also use subcontractors to provide certain parts of 夜色直播 Services. 夜色直播 shall be liable for the acts and omissions of its subcontractors to the same extent 夜色直播 would be liable if performing the services of each subcontractor directly under the terms of the Agreement except as otherwise set forth in the Agreement.

4.1 Listing
Partner is in full control and is therefore fully responsible for the uploaded availability of accommodation or other Partner Services and upload of up-to-date versions of terms and conditions governing Partner Services to 夜色直播 Platform. Accordingly, Partner represents and warrants that the uploaded available Partner Services and any Partner content made available through 夜色直播 Platform (i) will not breach any agreements made by the Partner with any third party, (ii) will be in compliance with all applicable Legislation, and (iii) do not conflict with the rights of any third parties. 夜色直播 is entitled, at any time, without any prior notice, and at its sole discretion, to remove or disable access to any available Listing and any Partner content uploaded to 夜色直播 Platform if it considers it to be objectionable for any reason, especially if it breaches applicable laws and regulations.

4.2 Confirmation
Upon Customer鈥檚 request for reservation of the Partner Services via 夜色直播 Platform, 夜色直播 is entitled to confirm such reservation to the Customers on behalf of Partner provided the requested Partner Services are available and all specified requirements of relevant Partner鈥檚 Listing have been fulfilled by Customer鈥檚 reservation. 夜色直播 shall provide the details of the Customer and Customer鈥檚 request to the Partner. The Partner shall not charge the Customer a higher price for requested Partner Services than the price specified in the reservation request.

4.3 Delivery
Partner is solely responsible for serving any bookings or other Partner Services confirmed via 夜色直播 Platform. 夜色直播 shall not bear any responsibility or liability in this connection. The Partner undertakes to indemnify and hold harmless 夜色直播 from any claims or liability whatsoever which may arise from, or in connection with, the provision of accommodation and any other Partner Services.

4.4 Cancellation by the Partner
If, for whatever reason, the Partner cancels any Partner Services order which is confirmed, the Partner shall without any undue delay repay any and all amounts already collected by the Partner for such ordered Partner Services to the respective Customer. The Partner will fully indemnify, defend, and hold harmless 夜色直播 against any claims and all damages related to cancellation by the Partner under this Clause.

4.5 Cancellation by the Customer
Cancellation by the Customer is governed by the service terms of the particular Partner.

5.1 Fees
The Partner shall pay to 夜色直播 all Fees specified in the Agreement. Unless otherwise specified in the Agreement, Platform Fees shall be paid as of the Starting Date in advance and are not based on actual usage of 夜色直播 Services by the Partner. Payment obligations are non-cancellable and non-transferrable and paid Fees are non-refundable.

5.2 Payment terms
All Fees shall be paid as specified in the Agreement. The Partner agrees payment of any Fees be taken from the Sub-Merchant Account. If specifically agreed in the Agreement, 夜色直播 (or its Payment Services Provider and/or Member if applicable) shall be authorised to withdraw the respective funds from a payment instrument saved and pre-authorized in the 夜色直播 Account. All amounts under the Agreement are payable in currency stipulated in the Agreement. The Partner agrees that 夜色直播 may issue invoices electronically or otherwise. Unless otherwise agreed, all invoices issued on the basis hereof are due within fourteen (14) days of the invoice date. Payments shall be deemed to be made on the day when such payments are credited to the bank account of 夜色直播. Any amounts not paid when due shall accrue default interest at the rate of 0.1% per day. If such amount would exceed maximum default interest possible under applicable law, then the Partner shall be obliged to pay only such maximum default interest. Both 夜色直播 and Partner declare that the consideration pursuant hereto is made upon the mutual consent of both Parties.

5.3 Taxes
Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (鈥淭axes鈥�). The Partner is responsible for paying all Taxes associated with the Agreement. If 夜色直播 has a legal obligation to pay or collect Taxes for which Partner is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the Partner unless the Partner provides 夜色直播 with a valid tax exemption certificate authorised by the appropriate taxing authority. The Partner is responsible to provide 夜色直播 with a valid VAT number and a correct bank account to enable correct billing.

6.1 Purpose
The Partner or any of its Affiliates (if and to the extent specifically agreed by the Parties in the Agreement) is entitled to use 夜色直播 Services only for its internal business processes. The Partner is not entitled to allow any third party to use or access 夜色直播 Services, inter alia, by any technical means or by processing any requests for the third parties or other Facilities. If the Partner violates this clause either by using 夜色直播 Services for any third party, by allowing the use of or access to 夜色直播 Services by a third party, or by using 夜色直播 Services for other purpose or Facility, 夜色直播 has the right to withdraw from all of its contractual obligations to the Partner and terminate the Agreement without notice period; 夜色直播鈥� claim for damages is not affected.

6.2 Scope
Partner may use only 夜色直播 Services as specified in the Agreement, Documentation, and Acceptable Use Policy. The Partner is entitled to use 夜色直播 Services only for the provision of Partner Services in the Facility specified in the Agreement.

6.3 Access
Partner may grant access to 夜色直播 Services only to its employees, agents, and/or representatives which Partner uses for provision of Partner Services in connection to the Facility. In such cases, Partner shall oblige these persons to maintain at least the same level of confidentiality obligation and protection of 夜色直播鈥� intellectual property rights as stipulated herein.

6.4 Partner use
The Partner is obliged to use the 夜色直播 Services in accordance with the purpose for which the 夜色直播 Services are provided and in compliance with these General Terms and Conditions for Partners and all applicable laws. The Partner shall not use 夜色直播 Services (i) in any way that causes, or is likely to cause, any 夜色直播 Service, or any access to it, to be interrupted, damaged, or impaired in any way, or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity.

6.5 Conduct
Partner shall keep the working environment (including but not limited to the functioning of the network) in compliance with the Documentation, terms and conditions governing Partner Services, and in line with standard business working environment practices for similar systems. 夜色直播 shall not be liable for any limited or non-functioning 夜色直播 Services arising out of non-compliance with these requirements. 夜色直播 shall neither be liable for any damage arising thereof.

6.6 Cooperation
Partner shall provide all reasonable assistance and cooperation to 夜色直播 in order to enable 夜色直播 to provide all 夜色直播 Services as specified in the Agreement in an efficient and timely manner. All appropriate cooperation shall be provided in scope, resources, and personnel, free of charge and inter alia, by providing technical resources, qualified personnel obliged to provide such cooperation, or by providing specifications and undertaking tests, by taking over the work duly provided by 夜色直播, etc.

6.7 Changes
The Partner shall not be entitled to make any changes to the 夜色直播 Services or 夜色直播 Platform subject to standard administration settings in line with the Documentation.

6.8 Hosting
The Partner acknowledges and agrees that specific 夜色直播 Services are hosted on Hosting Platform and that the Partner is aware of any technical or other limitations for use of 夜色直播 Services arising out of Terms of Hosting.

7.1 夜色直播 API
The Partner may provide or authorise 夜色直播 to provide limited access to third persons to certain parts of the 夜色直播 Platform via 夜色直播 Application Programming Interface (鈥溡股�直播 API鈥�) on the basis of 夜色直播 API Terms and Conditions available at (鈥溡股�直播 API Terms鈥�). Unless agreed otherwise in the respective Agreement, 夜色直播 provides only integration and not the service itself. Any personal data of Customers may be accessed or in any other way processed only upon proving that the relevant Customer requested and consented with accessing its Personal Data via 夜色直播 API or provided that another legal basis for processing鈥痯ersonal data is in place as specified in applicable data processing Legislation.

7.2 Third party terms
Before using any of the third party integrations, the Partner is encouraged to (i) review the terms on the basis of which the relevant third party provides its product or service that is the subject of the integration; and (ii) to review the privacy and technical security of the product or service that is subject to integration. 夜色直播 trusts that the Partner has conducted the review according to Clause 7.2 hereof.

7.3 Acknowledgement
By employing any of the external integrations supported by 夜色直播, the Partner acknowledges that (i) 夜色直播 has no control over the service or product which is the subject of the integration, (ii) Partner has read and understood the terms on the basis of which the relevant third party provides its product or service that is the subject of the integration, (iii) Partner consents that 夜色直播 shall transfer the data collected as a result of providing Partner with relevant services to the third party, (iv) Partner uses third party integration at its own risk.

7.4 夜色直播 Liability
夜色直播 shall not be held liable to and shall not accept any liability, obligation, or responsibility whatsoever for any loss or damage in connection with third party integrations. 夜色直播 has no control over such third parties and is not responsible for the content of their services. 夜色直播 provides the Partner with third party integrations only for the Partner鈥檚 convenience. This does not imply any endorsement or any association with such third parties. Any concern regarding third party services should be directed to the responsible third party.

7.5 Indemnification
The Partner will defend and indemnity 夜色直播 against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third party legal proceeding arising from (i) Partner's misuse of third party integrations and (ii) violations of terms on the basis of which the relevant third party provides its product or service that is the subject of the integration.

8.1 Delivery of 夜色直播 Services
夜色直播 shall provide 夜色直播 Services as specified in the Agreement by creating and/or authorising an already existing 夜色直播 Account for the Partner.

8.2 No Warranty
Unless stipulated otherwise in any relevant Agreement, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE MEWS PLATFORM, MEWS SERVICES, DOCUMENTATION AND ANY MEWS CONTENT ARE PROVIDED 鈥淎S IS,鈥� AND 鈥淎S AVAILABLE鈥� WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MEWS EXPLICITLY DISCLAIMS ALL EXPRESS AND IMPLIED, STATUTORY, OR OTHERWISE, CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEWS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE MEWS PLATFORM, MEWS SERVICES, DOCUMENTATION, OR ANY MEWS鈥� CONTENT. 夜色直播 makes no warranty that the 夜色直播 Platform, 夜色直播 Services, Documentation, or any 夜色直播 content will meet the Partner's requirements or be available on an uninterrupted, secure, virus-free or error-free basis. 夜色直播 makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the 夜色直播 Platform, any service levels with respect to the 夜色直播 Platform, 夜色直播 Services, Documentation, or any 夜色直播 content. The Partner acknowledges and agrees that if the Partner relies on the 夜色直播 Platform, any service levels with respect to the 夜色直播 Platform, 夜色直播 Services, Documentation, or any 夜色直播 content, the Partner does so solely at its own risk.

9.1 Third party hosting
夜色直播 shall not be liable for any damage caused by the malfunctions of the Hosting Platform that are not under the control of 夜色直播 but may affect the proper functioning of the 夜色直播 Platform or other 夜色直播 Services.

9.2 Information duty
The Partner shall without any undue delay inform 夜色直播 about the occurrence of any event that may affect the due fulfilment of the obligation set out herein and shall undertake its best endeavours to cooperate with 夜色直播 to overcome such events.

9.3 Force majeure
Neither Party will be in violation of the Agreement or shall not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control including, and without limitation to, failure of a power grid, failure of the internet, natural disaster, weather event, war, riot, insurrection, epidemic, strikes, floods, acts of terror, labour action, terrorism, denial of service attacks or other malware/virus attacks, and other events beyond Party's reasonable control.

9.4 Relief Events
Where 夜色直播鈥� provision of any 夜色直播 Service, or performance of any obligation set out herein, is prevented as a direct or indirect result of any act or omission by the Partner (鈥淩elief Event鈥�), then 夜色直播 shall be granted an extension to all affected deadlines equal to the length of delay caused by the relevant Relief Event.

9.5 Liability limitation
NEITHER MEWS, ITS AFFILIATES, CONTRACTORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE MEWS PLATFORM OR MEWS SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, GOODWILL, PRODUCTION, BUSINESS OPPORTUNITIES, OR REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT, OR FROM THE USE OF, OR INABILITY TO USE, THE MEWS PLATFORM OR MEWS SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEWS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. In no event shall 夜色直播 be liable to the Partner for more than the amount of any actual direct damages up to the amount corresponding to the Platform Fees payable by the Partner hereunder for the last calendar month preceding the first incident from which the liability arose. The Parties agree that this clause represents a reasonable allocation of risks. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE PARTNER. HOWEVER, IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10.1 Neither Party will use any Confidential Information of the disclosing party except as necessary to exercise its rights or perform its obligations pursuant to the Agreement or as expressly authorised in writing by the other Party. Each Party shall use the same degree of care to protect the disclosing party鈥檚 Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances shall each Party use less than reasonable care. Neither Party shall disclose the other Party鈥檚 Confidential Information to any person or entity other than its officers, employees, consultants, contractors, legal advisors, and Affiliates who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into confidentiality agreements at least as restrictive as the requirements in this clause.

11.1 Intellectual Property Rights
夜色直播 and its Affiliates, suppliers, and/or licensors, if applicable, shall own and retain all rights, title, and interest (including, but not limited to, all patent rights, trademark rights, copyright, trade secrets, and any other intellectual property rights) in and to (a) the 夜色直播 Platform, 夜色直播 Services, Documentation, and all improvements, enhancements, or modifications thereto; (b) any software, applications, inventions, or other technology developed in connection with the implementation of 夜色直播 Services, 夜色直播 Platform, or support by 夜色直播; (c) information derived from aggregated and anonymised data, and (d)all intellectual property rights related to any of the foregoing. The Partner agrees that only 夜色直播 (or its Affiliates) shall have the right to enhance, alter, edit, adapt, or otherwise modify 夜色直播 Services and the 夜色直播 Platform. In case of any modification by the Partner, or in case of interconnection with another system, 夜色直播 shall not be liable for any errors and does not warrant the proper functioning of 夜色直播 Services and the 夜色直播 Platform. Any changes, implementations, and/or modifications of 夜色直播 Services or the 夜色直播 Platform may be performed only by 夜色直播 and/or with the previous written consent of 夜色直播 under the terms in the granted consent.

11.2 Reports and modifications
If the Partner provides 夜色直播 with any reports of defects and/or suggests modifications (鈥淩eport鈥�), 夜色直播 shall have the right to use such Report, including incorporating such a Report into 夜色直播 Services or other software products, without any obligation to the Partner. Unless specifically agreed otherwise in writing, 夜色直播 reserves all rights and grants the Partner no licences of any kind, whether by implication or otherwise.

11.3 Data Protection
Data protection is governed by the specific Data Processing Addendum which forms an integral part of the Agreement. The Data Processing Addendum is available at /en/terms-conditions/data-processing-transfer-policy-partners.

11.4 Artificial Intelligence Services
Notwithstanding anything to the contrary in the Agreement, 夜色直播 shall have the right to collect, track, and analyze data and other information relating to the provision, use, and performance of various aspects of the 夜色直播 Platform, 夜色直播 Services, and related systems and technologies (i.e., anonymized aggregate information derived from Customer or Partner), and 夜色直播 will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the 夜色直播 Platform, 夜色直播 Services, and all capabilities of artificial intelligence that will increase the performance and effectiveness of the services for Partners or for other development, diagnostic, and corrective purposes, in connection with the 夜色直播 Platform, 夜色直播 Services and other 夜色直播 offerings (or offerings of its Affiliates), and (ii) make such data available in an aggregated and anonymized form (i.e., via so-called anonymized industry standard trends).

12.1 General
Each Party represents and warrants to the other Party that: (a) such Party is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (b) the execution, delivery, and performance of the Agreement constitutes the legal, valid, and binding obligation of such Party; and (c) such Party has all requisite corporate power and financial capacity and authority to execute, deliver, and perform its obligations under the Agreement.

12.2 Restrictions
The Partner shall not (and shall not authorise or support any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create any derivative works based on the 夜色直播 Platform or 夜色直播 Services, except to the extent that enforcement of the foregoing restrictions is prohibited by applicable Legislation; (b) circumvent any user limits or other timing, use, or functionality restrictions built into the 夜色直播 Platform or 夜色直播 Services; (c) remove any proprietary notices, labels, or marks from the 夜色直播 Platform or 夜色直播 Services; (d) frame, embed, or mirror any content forming part of the 夜色直播 Platform or 夜色直播 Services; (e) access the 夜色直播 Platform or 夜色直播 Services in order to (i) build a competitive product or service, or (ii) copy any ideas, modules, functions, or graphics of the 夜色直播 Platform or 夜色直播 Services; (f) register, directly or indirectly trademarks, business names, or other designations of 夜色直播 (or related or similar business names or other designations); (g) use 夜色直播鈥� intellectual property rights (or any related or similar logos and/or trademarks of 夜色直播) for its benefit, e.g., by combination of 夜色直播 logos and/or trademarks with its own business name and/or company name or its own products or services; (h) use the 夜色直播 Platform or 夜色直播 Services in a way that is prohibited by the Acceptable Use Policy.

13.1 Addresses of the Partner
Any and all communication addressed to the Partner (including any notice having a legal effect and all invoices) may be sent by electronic means to the email address specified by the Partner in the Agreement or any other email address provided by the Partner.

13.2 Partner References
夜色直播 shall be entitled to publicly refer to the Partner as a user of 夜色直播 Services and use Partner's trademark and logo for this purpose.

14.1 Term
Unless otherwise specified in the Agreement, the Agreement is concluded for an unlimited period of time.

14.2 Termination for convenience
Both Parties may terminate the Agreement via a written notice with the notice period of one (1) month. The notice period shall start to run on the first day of the calendar month following delivery of the notice and come to an end upon the expiry of the last day of the relevant calendar month. By terminating the Agreement, 夜色直播 does not waive any of its rights to claim the unpaid Fees, other charges or any claim for damages. Notwithstanding Clause 5.1, if 夜色直播 terminates the Agreement for convenience pursuant to this Clause 14.2, the Partner shall have the right to receive a prorated refund of any Platform Fees prepaid by the Partner which fall under the period after effectiveness of the termination.

14.3 Suspension
夜色直播 may suspend provision of 夜色直播 Services to the Partner in the event of (i) the Partner鈥檚 delay with the payment of Fees for more than ten (10) days, (ii) the Partner鈥檚 delay with the payment of any negative balance or deposit, or (iii) material breach of the Agreement by the Partner or (iv) as specified in the Merchant Agreement or similar agreement. Any other rights of 夜色直播 arising out of the Partner鈥檚 breach remain unaffected. During suspension, 夜色直播 Services work as usual, but the Partner has no access to the 夜色直播 Account.

14.4 Termination
The Agreement may, in addition to the reasons stipulated in this Clause 14, be terminated as follows: (a) if either Party breaches any material term or condition of the Agreement and fails to cure such breach within thirty (30) days after receiving notice of the breach; (b) a Party may terminate this Agreement with immediate effect, without prejudice to any rights or remedies available to, or obligations or liabilities of, the Parties at the date of termination, if: (i) the other Party shall pass a resolution for winding up or a court shall make an order to that effect; (ii) the other Party shall cease to carry on its business or substantially the whole of its business; or (iii) the other Party is declared bankrupt, has been granted suspension of payments or has entered into voluntary liquidation, insolvent, or makes or proposes to make any arrangement or composition with its creditors. The Partner shall provide a prior notice for discontinuing any integration connectivity and the reduction of associated fees. If the Partner breaches the Acceptable Use Policy, 夜色直播 may terminate the Agreement immediately upon notice; 夜色直播 shall notify the Partner of the breach of the Acceptable Use Policy prior to termination provided such notification is reasonable considering the nature of the Partner鈥檚 breach and potential damages that may be caused by such breach. Upon expiration or termination of the Agreement, the Partner shall cease all use of the 夜色直播 Services. 夜色直播 may further terminate the Agreement under the terms and conditions of the Merchant Agreement.

14.5 Training and Installation Cancellation
If the Partner cancels their confirmed training and installation dates within four (4) weeks of the agreed installation date, the Partner will incur a cancellation fee in the amount of 60% of the fee for confirmed training and installation as specified in the Agreement. Any pre-booked flights or travel expenses booked at any time will be charged accordingly.

14.6 Negative Balance
The Partner is obliged to pay and settle any outstanding amounts to 夜色直播 within fourteen (14) days upon termination of the Agreement. The Partner acknowledges that negative balance shall accrue default interest at the rate of 0.1% per day under clause 5.2. of these General Terms and Conditions for Partners.

14.7 Changes
These General Terms and Conditions for Partners may be changed from time to time by 夜色直播. If 夜色直播 makes a change to these General Terms and Conditions for Partners 夜色直播 will inform the Partner at least thirty (30) calendar days before the effectiveness of the revised General Terms and Conditions for Partners, unless change to the General Terms and Conditions for Partners is required by applicable law, in which case shorter notice may apply. 夜色直播 may, but shall not be obliged, to notify the Partner of the changes made exclusively into the non-legally binding summary situated on the left side hereof.

14.8 Objection against revised General Terms and Condition for Partners
If the Partner does not agree to the revised General Terms and Conditions for Partners, the Partner shall notify 夜色直播 in writing and may terminate the Agreement as of the day of effectiveness of the revised General Terms and Conditions for Partners.

15.1 Application
This clause applies if the Parties specifically agreed on Reselling in the Agreement.

15.2 Reselling
If agreed in the Agreement, 夜色直播 shall provide Customers with accommodation and other Services on its own behalf, subject to limitations as stipulated herein and subject to applicable terms and conditions. In this context, 夜色直播 publishes Listing of offers for accommodation and other Partner Services to be supplied by the Partner. The Partner undertakes to provide 夜色直播 with the types of Partner Services for which 夜色直播 is expected to resell. Any fees shall be deducted by 夜色直播 to which the Partner irrevocably grants its consent.

15.3 Confirmation of Partner Services
Upon Customer鈥檚 request for reservation of the Partner Services via the 夜色直播 Platform, 夜色直播 is entitled to confirm such a reservation to the Customer on its own behalf provided the requested Partner Services are available and all specified requirements of the relevant Partner鈥檚 Listing have been fulfilled by the Customer鈥檚 reservation.

15.4 Cancellation by the Partner
If, for whatever reason, the Partner cancels a Partner Service order which is confirmed, the Partner shall without any undue delay repay any and all amounts already collected to the respective Customer (this is also applicable when the Customer themselves have cancelled the reservation as a result of a Chargeback as defined in the Merchant Agreement). The Partner will fully indemnify, defend, and hold harmless 夜色直播 against any claims and all damages related to cancellation by the Partner under this Clause.

15.5 Cancellation by the Customer
夜色直播 shall be authorised to (i) permit the Customer to cancel the reservation and (ii) refund to the Customer a portion of Customer Fees as specified in the applicable cancellation policy provided by 夜色直播.

15.6 Repayment of Customer Fees
夜色直播 shall, only in the Reseller model, pay to the Partner an amount corresponding to Customer Fees for the Provided Partner Service. 夜色直播 shall not have any obligation to pay the Partner such amount of Customer Fees until the corresponding payments are duly received by 夜色直播 from the Customer. The Partner hereby irrevocably grants consent to 夜色直播 to set-off any Fees against any amounts payable to Partner.

16.1 Applicable law
The Agreement shall be governed by and construed in accordance with the laws stipulated in the Agreement excluding the United Nations Convention on Contracts for the International Sale of Goods and conflicts of law rules.

16.2 Jurisdiction
Any dispute arising from or in connection with the Agreement, including a dispute regarding the existence, validity, or termination of the Agreement, or the consequences of its nullity, shall be finally decided by competent courts of a country stipulated in the Agreement.

17.1 Severability
If any provision in this Agreement is shown to be (or later becomes) illegal, unenforceable, invalid, inefficient, or inapplicable, it will not affect other provisions hereof that will remain valid and effective.

17.2 Set-off
The Partner is not authorised to offset any of its claims against any of 夜色直播鈥� claims, nor is it authorised to retain payments, in any manner, intended for 夜色直播 regardless of the nature and/or purpose of such payments. 夜色直播 is authorised to offset its claims against the claims of the Partner.

17.3 Assignment
The Partner hereby grants its consent to the assignment of the rights and the assumption of the obligations of 夜色直播 that arise hereunder to any 夜色直播 Affiliate or any third party. For avoidance of any doubt, the Partner may assign the Agreement or any of its rights, interests, or obligations under the Agreement to any third party exclusively with the prior written approval of 夜色直播.

17.4 Waiver
Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

17.5 No third-party Beneficiaries
The provisions of the Agreement will be binding upon and inure to the sole benefit of the Parties, their respective successors and permitted assigns, and it will not be construed as conferring any rights to any third party.

17.6 Entire Agreement
The Agreement, including these General Terms and Conditions for Partners and other applicable terms to the relation of Parties as mentioned herein constitutes the entire agreement between Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the Parties.

"Acceptable Use Policy"
A set of guidelines regarding the use of 夜色直播 Services. Available at /en/terms-conditions/acceptable-use-policy; Acceptable Use Policy is incorporated by reference into the General Terms and Conditions for Partners and shall form an integral part of the General Terms and Conditions for Partners.

"Affiliate"
With respect to an entity, the 鈥淎ffiliate鈥� is any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control by the initial entity. An entity controls another entity if such entity, directly or indirectly, either owns (i) 20% or more of the shares having ordinary voting rights for the election of directors of such entity; or (ii) the power to direct or cause the direction of management or policies of the other entity, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement"
Cooperation Agreement, any other agreement concluded between 夜色直播 and Partner based on which 夜色直播 Services shall be provided by 夜色直播 to the Partner, Merchant Agreement, or any other agreement based on which Payment Processing Services shall be facilitated for the Partner by 夜色直播; by concluding the Agreement 夜色直播 and Partner agree to be bound by these General Terms and Conditions for Partners.

"Confidential Information"
Technical and non-technical information including patents, copyright, trade secrets, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software, source documents, and information about current, future and proposed products and services, research, experimental work, development, design details and specifications, engineering, and any other information marked 鈥渃onfidential鈥� or 鈥減roprietary鈥� or which the recipient knows or has reason to know that the information shall be deemed confidential; for the avoidance of doubt, this term does not include any information that the receiving party may demonstrate by its written records: (a) was known to it prior to its disclosure by the disclosing party; (b) is or has come into the public domain through no violation of confidentiality obligations; (c) has been rightfully received from a third party authorised to make such disclosure; (d) has been independently developed by the receiving party; (e) has been approved for release with the written authorisation of the disclosing party; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt notice to enable the other party to seek a protective order or otherwise prevent such disclosure.

"Cooperation Agreement"
Agreement concluded between 夜色直播 and Partner based on which 夜色直播 Services shall be provided by 夜色直播 to the Partner, including all schedules and other documents appended thereto by reference.

"Customer"
Person requesting, being provided, or having been provided with Partner Services regardless of whether or not registered with 夜色直播 Platform.

"Customer Fees"
Fees payable for Provided Partner Services by Customers (as determined by the respective Partner) and available on the 夜色直播 Platform, including any Merchant Fees payable to 夜色直播.

"Documentation"
User manuals, guides, technical documentation, technical requirements, and FAQs designed for some or all 夜色直播 Services that may be made available to the Partner by 夜色直播.

"Facility(-ies)"
Hotel, hostel or any other facility operated by the Partner as specified in the Agreement.

"Fees"
Platform Fees, Merchant Fees, fees for installation and/or training, and any other fees payable by the Partner for 夜色直播 Services or any other services specified in the Agreement.

"General Terms and Conditions for Partners"
The current version of the General Terms and Conditions for Partners including all schedules and other documents appended thereto by reference, which are also available on the relevant 夜色直播 website and may be amended from time to time by 夜色直播.

"Hosting Platform"
The Microsoft Azure hosting solution or other hosting platform as notified by 夜色直播 to the Partner from time to time.

"Hosting Provider"
Microsoft Corporation or other provider of hosting for 夜色直播 Services as notified by 夜色直播 to Partners from time to time.

"Legislation"
All generally binding legal regulations of the country of registration of 夜色直播 and of the European Union, provided that such regulation directly and/or indirectly applies to the Parties鈥� legal relationships or 夜色直播 Services.

"Listing"
Partner services made available by the Partner to Guests via 夜色直播 Platform.

"Member"
Member as defined in the Merchant Terms.

"Merchant Agreement"
Merchant Agreement as defined in the Merchant Terms.

"Merchant Fees"
Merchant Fees as defined in the Merchant Terms

"Merchant Terms"
Merchant Terms available at /en/products/merchant/terms-conditions

"夜色直播"
夜色直播鈥� Affiliate, specified as the contracting party in the Agreement.

"夜色直播 Account"
An account created for the Partner on the 夜色直播 Platform in order to access 夜色直播 Services.

"夜色直播 Platform"
A software property management platform made available by 夜色直播 to the Partner based on the Agreement, as part of the 夜色直播 Services.

"夜色直播 Services"
Services provided by 夜色直播 to the Partner through the 夜色直播 Platform including, inter alia, facilitation of the accommodation booking process or any other Partner Services to the Customer, Reselling, installation, training, facilitation of Payment Processing Services based on the Merchant Agreement and any other services provided or facilitated by 夜色直播 based on the Agreement.

"Party/Parties"
Refers to both 夜色直播 and the Partner, individually, or 夜色直播 and the Partner jointly.

"Partner"
Accommodation or other services provider or any other entity using the 夜色直播 Platform, based on the Agreement with 夜色直播 or whoever uses services provided by 夜色直播.

"Payment Processing Services"
Payment Processing Services as defined in the Merchant Terms.

"Platform Fees"
Any fees agreed upon for the use of the 夜色直播 Platform, as specified in the Agreement.

"Provided Partner Service"
Partner Service ordered by Customer, as evidenced in the 夜色直播 Platform, which has not been cancelled prior to consumption, notwithstanding such service was duly provided. Alternatively, Partner Service ordered and cancelled any time before consumption if the total number of previously cancelled orders has already exceeded 5% of all Provided Partner Service orders within the same month.

"Reselling or Reseller"
Services provided by 夜色直播 to the Partner using the 夜色直播 Platform, where the agreement on the provision of services is concluded between the Customer and 夜色直播 but Partner Service is honoured by Partner for the benefit of Customers.

"Partner Service(s)"
Accommodation or other service that is published, offered, or provided by the Partner to Customers via the use of 夜色直播 Services, or in any other way with the assistance of 夜色直播.

"Payment Services Provider"
Payment Services Provider as defined in the Merchant Terms.

"Starting Date"
The date of commencement of the provision of 夜色直播 Service being the day that login details for the 夜色直播 Platform are issued, unless otherwise agreed upon in the Agreement.

"Sub-Merchant Account"
Sub-Merchant Account as defined in the Merchant Terms.

"Term"
The term of the Agreement, as specified in clause 14.1. of the General Terms and Conditions for Partners.

"Terms of Hosting"
The Service Agreement & Terms (available at ) or other terms of the Hosting Provider (Microsoft Azure)

"Territory"
Territory defined in the Agreement.