Partner Terms and Conditions

Version: June 17, 2025

These Partner Terms and Conditions (“Partner TCs”) are entered into between BlueBound Travel LLC, located at 2519 S Shields Street, Suite 1K #807, Fort Collins, CO 80526, United States (“BlueBound” or “BlueBound”) and Partner, and govern the use of the Partner Portal as described below. These Partner TCs shall enter into force upon registration in the Partner Portal.

Partner and BlueBound may be referred to individually as a “Party” or collectively as “Parties”.

BACKGROUND

A) BlueBound provides a service (“Service”) through which users can view and book various travel services, including tours, attractions, and other touristic activities (“Experiences”). BlueBound provides the Service through various websites and mobile applications it owns and operates under the BlueBound brand (“BlueBound Platform”).

B) Partner (i) owns, supervises, manages, and operates one or more website(s), social media channels, apps, tools and or other devices (“Partner Platform”), (ii) is a Travel Agency that books touristic activities for and on behalf of its customers, or (iii) an individual writing, taking pictures or otherwise engaging in the world of travel (“Content Creator”) and engages with their audience via their social channels (“Followers”).

C) Partner and BlueBound wish to cooperate by advertising the Services and making the Services available to customers of Partner, visitors of the Partner Platform or Followers in accordance with the terms and conditions set out in these Partner TCs.

1. DEFINITIONS AND INTERPRETATIONS

1.1. Any capitalised term used in these Partner TCs will have the meaning assigned to it upon its first use or as defined in Exhibit A.

1.2. The headings in these Partner TCs will not affect its interpretation. Except where the context requires otherwise the singular includes the plural and vice versa, a reference to one gender includes all genders, words denoting persons include firms and corporations.

2. BLUEBOUND´S OBLIGATIONS

2.1. BlueBound will provide Partner with access to the Partner Portal.

2.2. BlueBound will pay Partner as set out in clause 6 and grant the Partner a license in accordance with clause 4.

2.3. All customer service related issues and questions in respect of the Service will be handled by BlueBound. Partner assumes responsibility for handling all issues and queries related to their own services or in regard to the Partner Platform. If Partner opts to and is granted by BlueBound to access the Service via the API, Partner is responsible for customer service requests that arise prior to Partner transferring the customer’s booking request to the Booking System. For the use of the API, separate terms and conditions apply.

2.4. If a booking is made either directly by a Partner Customer or indirectly through a Travel Agency acting on behalf of a Partner Customer, the responsibility for transmitting relevant booking details to the Partner Customer lies solely with BlueBound and the Supplier. Only BlueBound and/or the Supplier have the authority to (i) send a subsequent confirmation (via email) to the Partner Customer, and (ii) manage the relationship with the Partner Customer up until the point of Completed Booking.

3. PARTNER´S OBLIGATIONS

3.1. General undertakings

3.1.1. Partner is an independent contractor and is solely responsible for its own tax-related matters, including taxes and social contributions. Partner must provide BlueBound with complete and accurate information about its identity, including business registration, contact, payment, and tax information, and any other relevant information as requested by BlueBound (“Partner Information”). Partners established in the United States are obliged to submit their W9’s. Partner commits to keeping their Partner Information up-to-date in the Partner Portal. Partner is liable for any financial losses that BlueBound or Partner might incur as a consequence of inaccurate or incomplete information submitted by Partner, including but not limited to payments issued to incorrect bank accounts provided by the Partner.

3.1.2. Partner must maintain the confidentiality and security of its Login Credentials for the Partner Portal by implementing and adhering to recognized security standards and best practices, such as regular password updates and the use of multi-factor authentication. Partner must not disclose the Login Credentials to any third party under any circumstances. Partner is liable for all activities conducted in connection with its account and must compensate BlueBound for any damages resulting from unauthorized account activities caused by Partner’s failure to secure its Login Credentials. Partner must notify BlueBound immediately if it knows or suspects that (i) its Login Credentials have been lost, stolen, misappropriated, or otherwise compromised, or (ii) there has been unauthorized use of its account. This notification must include all details of the incident and the steps the Supplier has taken to mitigate any resulting harm or unauthorized access.

3.1.3. Partner is strictly prohibited from using the BlueBound Platform or the Partner Platform to make bookings or reservations with the intention of reselling them and from programmatically evaluating or extracting information (including guest reviews) from any part of the BlueBound website.

3.1.4. Partner shall not authorize, facilitate, or engage in any form of data scraping, data mining, or any other activity that involves programmatically evaluating or extracting data or content from BlueBound’s website (including guest reviews, Supplier information or BlueBound Platform Content). This prohibition extends to the use of automated systems, artificial intelligence tools, or any other technology designed to replicate or utilize BlueBound’s content outside the scope of the agreed partnership.

3.1.5. Partner shall not register, publish or otherwise use any content that is identical or confusingly similar to BlueBound’s Brand Elements or other intellectual property of BlueBound. This includes, but is not limited to, domain names, trademarks, social media handles, websites, and mobile applications.

3.1.6. Partner ensures that, when presenting price comparisons on his website(s), service prices of competitors (direct or indirect) of BlueBound will be displayed error-free, accurately, and will not be misleading.

3.1.7. Partner shall not directly or indirectly engage in any misleading, illegitimate, or fraudulent activities within the scope of these Partner TCs, including but not limited to:

(a) publishing or otherwise distributing unauthorized, fake or fraudulent BlueBound gift cards, promotional codes, or discounts. In the event of any suspicion or awareness of such activities, Partner has the obligation to promptly inform BlueBound;

(b) doing or attempting to do anything that may mislead or confuse customers of Partner, users of the Partner Platform or Followers in regard to any Experiences, Suppliers, and/or BlueBound’s business.

3.1.8. The Parties shall not use each other’s brand names, trademarks, or variations thereof in any paid search advertising, including adword campaigns, PPC, and SEM across all search engines and web catalogs. This prohibition includes:

(a) Using the other Party’s Brand Elements as keywords or in keyword combinations (e.g. “BlueBound Activities”, “BlueBound tickets”, “BlueBound tickets”);

(b) Using misspellings or variations of the other Party’s Brand Elements (e.g. “blubound”, “blue bound”, “bluebuound”);

(c) Combining the other Party’s Brand Elements with generic terms related to their services;

3.1.10. Driving traffic to the BlueBound Platform from paid search and any other advertising on the Partner Platform not under the direct control or ownership of Partner is prohibited.

3.1.11. Partner hereby represents and warrants to BlueBound that for the term of these Partner TCs:

(i.) Partner has all necessary rights, title to, power and authority to own, operate and use the Partner Platform (including the relevant domain name(s), intellectual property and copyrights) and, if applicable, to use or display BlueBound Platform Content on the Partner Platform and

(ii.) Partner holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business and performing Partners obligations under these Partner TC’ and will provide upon request any documentation BlueBound may need to fulfill legal requirements.

3.1.12. If Partner is a Travel Agency, Partner will clearly and transparently disclose that the booked activity is a service offered on the BlueBound platform and performed by the Supplier.

3.2. Use of BlueBound Platform Content

If Partner uses, publishes or integrates BlueBound Platform Content on the Partner Platform, the following terms apply:

3.2.1. Partner must ensure the BlueBound Platform Content is integrated correctly and updated regularly. Any errors pointed out by BlueBound must be corrected immediately by Partner.

3.2.2. Partner must disclose their relationship with BlueBound as required by applicable laws. Partner shall not publish anywhere on the Partner Platform any statement that the Partner Platform is part of, endorsed by, or an official website of BlueBound.

3.2.3. Partner agrees to remove or correct the BlueBound Platform Content or parts thereof stored by Partner at any time upon BlueBound’s reasonable request, at Partner’s own expense.

3.2.4. Partner shall not exploit or use the BlueBound Platform Content for any purpose or in any manner, including through third party platforms, except as expressly allowed in these Partner TCs. Partner shall not modify, alter, create derivative works from, or reverse engineer any BlueBound Platform Content. Partner shall implement reasonable technical measures to prevent unauthorized copying, scraping, or extraction of BlueBound Platform Content.

3.2.5. Partner represents and warrants that the Partner Platform does not (a) violate spamming regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene.

3.3. Content Creators 

In case Partner is a Content Creator, the Content Creator represents and warrants that:

(i) it is the owner of the Partner Content, or otherwise has the right to provide the Partner Content to BlueBound and publish the Partner Content on the Partner Platform (including use of music);

(ii) the Partner Content does not violate any applicable law or the intellectual property rights or privacy rights of any third party;(iii) the Partner Content does not contain or reference inappropriate content (such as pornography, hate speech, or discriminatory content).

3.4. Relation to Suppliers

Partner agrees to refrain from any actions that may disrupt or interfere with BlueBound’s relationship with its Suppliers. This includes any activities that could potentially result in BlueBound being excluded from the booking process, or cause a Supplier to terminate its relationship with BlueBound or reduce its business activities with BlueBound. Partner is strictly prohibited from using any contact information obtained from BlueBound to directly communicate with Suppliers for any reason unless such communication is initiated and facilitated by BlueBound.

3.5. Relationship to CustomersPartner acknowledges that all payment transactions in relation to the Service are carried out through BlueBound’s payment providers, selected by BlueBound at its sole discretion. Partner will forward any data (through the appropriate API, if applicable) relating to reservations and bookings, including payment information obtained from a Partner Customer to BlueBound. Partner may only use such data in accordance with the applicable laws and may not use it in any way not permitted by these Partner TCs.

4. LICENSES

4.1. API License

BlueBound may (but shall be under no obligation to) provide Partner with API credentials to access one or more BlueBound APIs for the purpose of this Agreement. If BlueBound agrees to provide Partner with a BlueBound API the following terms apply:

4.1.1. Subject to Partner’s full compliance with its obligations under these Partner TCs, BlueBound hereby grants Partner for the term of the Agreement a royalty-free, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to use the BlueBound API to access and use the Service for the term of the partnership.

4.1.2. Partner shall keep the API credentials secure and shall use the BlueBound API solely to fulfill its obligations under these Partner TCs.

4.2. BlueBound Platform Content

If Partner uses, publishes or integrates BlueBound Platform Content on the Partner Platform, the following terms apply:

4.2.1. BlueBound hereby grants Partner for the term of the Agreement a royalty-free, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to access, store and display the BlueBound Platform Content on the Partner Platform, as provided by BlueBound.

4.2.2. Partner shall use the BlueBound Platform Content only in accordance with these Partner TCs. Any use not expressly permitted is prohibited. In particular, Partner must not:

(i) use BlueBound Platform Content on websites that do not belong to Partner and/or websites that contain inappropriate or unlawful content of any sort. This includes advertising banners.

(ii) incorporate BlueBound Platform Content as the primary content of the Partner Platform or otherwise confuse visitors of the Partner Platform about the difference between Partner and BlueBound, and about the roles and responsibilities of Partner and BlueBound; Partner must ensure that the design and overall appearance of the Partner Platform, including elements such as colour scheme, composition, fonts, layout, logos, and features, remain significantly distinct from those of the BlueBound Platform. Partner must promptly and at its own expense comply with any reasonable request from BlueBound to alter any aspect of the Partner Platform that could be considered confusingly similar to any element of the BlueBound Platform.

(iii) copy, store, cache, syndicate, republish, or create a database of BlueBound Platform Content, in whole or in part, directly or indirectly;

(iv) transfer, sell, lease, lend or otherwise grant or attempt to grant rights in or access to the BlueBound Platform Content to any third party;

(v) edit, modify, filter, change the order of, suppress, or replace any part of the BlueBound Platform Content, including intermixing data from sources other than BlueBound or removing any copyright, trademark or other proprietary rights notices contained in the BlueBound Platform Content;

(vi) use any BlueBound Platform Content (including user ratings) to advertise its own services or that of a third party without the prior written consent of BlueBound;(vii) take any action relating to the BlueBound Platform Content on behalf of any Partner customers and visitors; including making or causing BlueBound to make reservations or bookings, without that customer’s permission;

(viii) restrict or interfere with the use of the Service by BlueBound’s other partners;

(viii) use the BlueBound Platform Content or the Service for purposes of monitoring the availability, performance, or functionality of any Experiences, or for any other benchmarking purposes;

(ix) create multiple or third-party accounts to access BlueBound Platform Content;

(x) use robots, spiders, crawlers, or any other device to retrieve or index any BlueBound Platform Content;

(xi) transmit any viruses, worms, harmful code, or any other item of a destructive nature.

4.2.3. Unless explicitly agreed in writing by BlueBound, Partner may not sublicense the rights granted hereunder or allow any third party to access the Service (e.g. by link or API). Partner is prohibited from selling, disclosing, or distributing the BlueBound Platform Content to any third party.

4.3. Brand Elements

4.3.1. Each Party hereby grants the other Party for the term of these Partner TCs a royalty-free, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to display their respective Brand Elements provided that neither Party:

(i) displays the other Party’s Brand Elements in any way that (a) implies a relationship or affiliation with, sponsorship, or endorsement by between the Parties except as expressly provided for in these Partner TCs; (b) can be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of the other Party; or (c) disparages the other Party, any of its products or services, the Suppliers, or customers;

(ii) uses the other Party’s Brand Element as the largest or most prominent logo anywhere on any of their Platforms;

(iii) displays the other Party’s Brand Element in a manner that is misleading, defamatory, or infringing; or

(iv) removes, distorts, or alters any element of the other Party’s Brand Element.

4.3.2. In the event that either Party’s use of the other Party’s Brand Elements violates clause 4.3.1, the breaching Party shall immediately and at their own expense undertake all necessary modifications or corrections to their use of the Brand Elements upon the other Party’s reasonable request.

4.4. In no event shall BlueBound be liable for any acts or omissions regarding BlueBound Platform Content that its Suppliers have uploaded on the BlueBound Platform. This applies in particular to any possible IP-rights infringements of Suppliers. If at any time Partner receives a legal complaint regarding BlueBound Platform Content, Partner shall immediately (a) notify BlueBound of the existence and detail of such complaint via the Partner Portal (https://bluebound.partneroapp.com), and (b) promptly provide all relevant information and assistance regarding the claim to BlueBound as may be requested.

4.5. Partner will own and retain all right, title, and interest in and to the Partner Content, subject to the license granted to BlueBound in this paragraph. BlueBound will own and retain all right, title, and interest in and to all derivative works of the Partner Content made by us, or by any third party for our benefit subject to your rights in the underlying Partner Content. Partner hereby grants to BlueBound a non-exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Partner Content, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Partner agrees that this license gives BlueBound the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Partner Content; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Partner Content, including any derivative works of the Partner Content, in whole or in part.

5. BRANDING AND PROMOTIONAL ACTIVITIES

5.1. The Parties agree to cooperate with each other in a timely manner in order to maximize the success of the business relationship.

5.2. Partner shall not do anything that may bring BlueBound or its Affiliates into disrepute or may damage, defame, or otherwise have a detrimental effect on BlueBound or its Affiliates.

5.3. Partner agrees to advertise or promote the Service strictly in line with the stipulations of these Partner TCs and any applicable law. Any form of advertisement or promotion not expressly permitted by these Partner TCs requires prior written consent from BlueBound. Specifically, Partner is not permitted to utilize any physical advertising materials (including but not limited to flyers, posters, magazine posts, and similar materials) without obtaining BlueBound’s prior written approval.

5.4. Both parties agree to carry out promotional and marketing activities with the following restrictions:The Partner Platform must not be linked to the BlueBound Platform through double serving or any similar technique. Partner must not make the Partner Platform, its content, or the Service available to third-party platforms with the intention of misleading or deceiving search engine tools or third-party platforms to achieve a higher ranking or display position.Similarly, BlueBound must not link its platform to the Partner Platform through double serving or any similar technique. BlueBound must not make its platform, content, or the Service available to third-party platforms with the intention of misleading or deceiving search engine tools or third-party platforms to achieve a higher ranking or display position.

6. PARTNER REMUNERATION

6.1. General Payment Terms

6.1.1. BlueBound agrees to pay Partner as outlined below or as otherwise mutually agreed upon by the parties.

6.1.2. For each Completed Booking made by a Partner Customer, BlueBound will pay Partner a commission (“Partner Commission”) as set out in the Partner Portal.

6.1.3. If a Partner Customer raises a claim for a refund, any Partner Commission related to the affected Completed Booking will be suspended until the claim is dropped or definitely dismissed. If the affected Supplier makes a refund to the Partner Customer, BlueBound will deduct the commission relating to that Completed Booking from a subsequent commission payment to Partner. In the event such claims of Partner Customers cause a delay in a Partner Commission payment, no interest will be added to such payment to Partner.

6.1.4. BlueBound creates a self-billing invoice on behalf of Partner on the 5th of each month, taking into account all Completed Bookings that have been completed during the previous commissionable period by a Partner Customer. In the event the amount of the Partner Commission due to Partner at that time is less than $50, BlueBound will report the amount due to Partner, but may postpone payment (without the accrual of interest) in case Partner has not chosen PayPal as their payment option until the earlier of (i) the month when the total Partner Commission due to Partner is $50 or more, and (ii) termination of these Partner TCs.

6.1.5. Payments will be paid to the account on file with BlueBound (“Partner Payment Account”), and Partner will be notified via email to the address indicated for accounting purposes in the Partner Information.

6.1.6. BlueBound shall pay the transaction fees charged by the financial institution to transfer amounts to the Partner Payment Account. Partner will bear any fees charged by Partner’s own financial institution for the receipt of payments from BlueBound and, if applicable, any fees charged by the intermediary bank. BlueBound may deduct from any payment to Partner any amounts Partner is required to pay or reimburse under these Partner TCs.

6.1.7. BlueBound’s self billing invoice is the basis for any payment. Partner must raise a claim for an alleged inaccuracy of the self billing invoice no later than thirty (30) days after the date of the self billing invoice. Claims regarding inaccuracies are limited to the Partner Commissions as stated in the self billing invoice and do not extend to any information provided by the Partner. If no claim has been raised within that period, the self billing invoice shall be deemed to have been accepted.

6.1.8. The systems, books and records of BlueBound (including faxes and emails) shall be considered conclusive evidence in respect of the amount of the Partner Commission due to Partner under these Partner TCs.

6.1.9. If applicable, the reverse charge mechanism will be applied and Partner will be liable for the payment of the applicable taxes. This mechanism is typically applied in cross-border transactions, although the specific rules and conditions can vary by country. In these cases, the responsibility for reporting and payment of the applicable taxes (such as VAT or GST) is shifted from the supplier to the recipient of the goods or services. Partner is liable to comply with the tax laws and regulations in their specific jurisdiction.

6.1.10. BlueBound reserves the right to reissue the self-billing invoice.

6.2 Content Creators

6.2.1 In case Partner is a Content Creator, the remuneration is defined in instant specific offers, monetary or non-monetary (“Opportunities”) published on the Partner Portal. The Content Creator can accept or reject Opportunities when they are offered.

6.2.2. For paid collaborations, BlueBound may utilize the creator payment platform Bizzazz (https://bizzazz.com) in order to facilitate the payment and generate the invoice. In case BlueBound opts for using Bizzazz, the Content Creator must use said platform in order to receive the payment. The Content Creator agrees to provide Bizzazz with all required information needed for account creation and payout.

7. TERM AND TERMINATION

7.1. These Partner TCs shall come into effect from the moment Partner creates its account in the Partner Portal in accordance with these Partner TCs.

7.2. Either Party may terminate these Partner TCs at any time and for any reason upon providing at least thirty (30) days prior notice to the other Party.

7.3. Either Party may terminate these Partner TCs for cause immediately upon written notice to the other Party if any of the following events occur:

7.3.1. If the other Party commits a material breach of any provision of these Partner TCs and fails to cure such breach within thirty (10) days after receiving notice of such breach from the non-breaching Party. If the breach is not capable of being remedied, the non-breaching Party may terminate these Partner TCs immediately upon written notice to the breaching Party. In particular, clauses 3.1., 3.2., 3.3. and 4 are considered as material obligations.

7.3.2. If the other Party loses any necessary government licenses, permits or approvals that enable them to fulfil their obligations under these Partner TCs.

7.4. Furthermore, BlueBound may terminate these Partner TCs if the Partner has been declared bankrupt, insolvent, or is subject to any proceedings under the laws relating to bankruptcy, insolvency or the relief of debtors.

7.5. After termination, BlueBound will pay Partner any outstanding Partner Commission in accordance with the terms of these Partner TCs except in cases where termination is due to Partner having committed fraud or other illegal activities.

7.6. Upon any termination of these Partner TCs, Partner must immediately either, as directed by BlueBound, (i) return or deliver to BlueBound all documentation and other material, including all copies thereof, in Partner’s possession or under its control which contain Confidential Information of BlueBound, or (ii) destroy all such documentation and other material and confirm in writing to BlueBound that the destruction has taken place. All rights granted to Partner herein terminate, and Partner must immediately remove from the Partner Platform and delete all BlueBound Platform Content, Brand Elements, software, documentation, and other materials received from BlueBound. If the Partner TCs have been terminated by BlueBound, any attempt of Partner to open a new account in the Partner Portal or to register with the Partner Program again is prohibited. If after termination by BlueBound Partner still holds one or more additional accounts in the Partner Portal, or if Partner successfully registers with the Partner Program again (including where any such account may be in a different name but with common identifying details), BlueBound reserves the right to terminate such account(s) with immediate effect.

7.7. The provisions of these Partner TCs which by their sense and context are intended to survive performance by either or both Parties and the rights deriving from such provisions will survive the completion, expiration, termination or cancellation of these Partner TCs.

8. CONFIDENTIALITY AND DATA PROTECTION

8.1. Each Party:

(i) must keep secret and confidential all Confidential Information disclosed to it (including, without limitation, all information pertaining to remunerations, the BlueBound Platform, the Partner Program and the Partner Portal); and

(ii) must not disclose the Confidential Information (other than to its Affiliates, employees, consultants, subcontractors, agents, professional advisers or insurers and their employees, consultants, subcontractors, agents, professional advisers or insurers and any of its or its Affiliates’ financiers or potential financiers (the “Authorized Recipients”) on a “need to know” basis) except with the prior written consent of the Party whose Confidential Information is being disclosed. Disclosure to any Authorized Recipient will be subject to the Authorized Recipient being bound by obligations equivalent to those set out in this clause 8. The person disclosing Confidential Information to an Authorized Recipient must ensure that such Authorized Recipient complies with such obligations.

8.2. The obligations of confidentiality in this clause will not apply to any information that either Party can show:

(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Partner TCs; or(b) was in its own written records prior to the disclosure to it of the confidential Information; or(c) was independently disclosed to it by a third party entitled to disclose the same.

8.3. The obligations of confidentiality in this clause will not prevent either Partner or BlueBound from disclosing such Confidential Information where it is required to do so under any applicable law or the rules of any recognized stock exchange or by order of a court or governmental body of authority of competent jurisdiction or a mandatory requirement of any regulatory authority.

8.4. Each Party must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of any Confidential Information in its possession and to prevent unauthorized access to or use of such Confidential Information. Neither Party may use Confidential Information or reproduce such Confidential Information in whole or in part in any form except as may be required by these Partner TCs.

8.5. Under these Partner TCs, Personal Data may be transferred by Partner to BlueBound, or Partner may assist in a transfer of Personal Data by a Partner Customer to BlueBound, in particular if Partner is a travel-agency making a booking for and on behalf of a Partner Customer. In case of a booking through a link, anonymous or pseudonymous information such as tracking specific parameters, may be provided to BlueBound. The Parties agree that, with regard to such Personal Data (including pseudonymous data) and such transfer, both Parties are independent data controllers and are not data processors or joint controllers within the meaning of the GDPR. In the event that either Party processes any Personal Data that is supplied by the other Party or its Affiliates, such Party hereby agrees to process such Personal Data at all times in compliance with Data Protection Legislation, and to adhere to all applicable requirements for the processing of Personal Data, including, but not limited to:

(a) processing Personal Data only for the purposes of providing the services under these Partner TCs;(b) processing Personal Data only in accordance with the Data Protection Legislation;(c) ensuring that data subjects are appropriately informed about the collection, processing, and use of their personal data in a clear and transparent manner; and(c) having appropriate operational and technical measures in place to safeguard the Personal Data against any unauthorized access, loss, destruction, theft, use or disclosure.

9. INTELLECTUAL PROPERTY

9.1 All Intellectual Property Rights in the BlueBound Platform, BlueBound Platform Content and BlueBound’s Brand Elements are the property of BlueBound or BlueBound Affiliates. Upon conclusion of these Partner TCs, BlueBound and BlueBound Affiliates do not abandon, but explicitly reserve their right of intellectual property, against Partner or a third party, warranted by a law, a contract, or otherwise (now or in the future). Partner may not display, use or reproduce such intellectual property for any purpose, other than as expressly set forth in section 4 of these Partner TCs.

9.2 Similarly, all Intellectual Property Rights in the Partner Platform and Partner’s Brand Elements are the property of Partner or Partner Affiliates. Upon conclusion of these Partner TCs, Partner and Partner Affiliates do not abandon, but explicitly reserve their right of intellectual property, against BlueBound or a third party, warranted by a law, a contract, or otherwise (now or in the future). BlueBound may not display, use, or reproduce such intellectual property for any purpose, other than as expressly set forth in these Partner TCs or with the express written consent of Partner.

9.3. Partner shall not register, use, or attempt to register any trademarks, domain names, social media handles, or other identifiers that are identical or confusingly similar to BlueBound’s Brand Elements. If Partner has registered or used any such identifiers, Partner agrees to immediately transfer them to BlueBound upon request and at no cost to BlueBound.

10. LIABILITIES AND DISCLAIMERS

10.1. Partner shall be liable to BlueBound for any breach of these Partner TCs, including any representation, warranty, or covenant made or undertaken by the Partner pursuant to these Partner TCs.

10.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THAT PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE EXCEPT IN CASES OF THE PARTNER’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

10.3. BlueBound shall be liable to Partner solely for (i) any damage to Partner due to BlueBound’s willful or gross negligence, (ii) any damage to Partner’s life, body, or health due to BlueBound’s willful negligence, and (iii) any damages to Partner due to BlueBound’s breach of its material obligation under the Partner TCs. In case of BlueBound’s breach of its material obligation due to simple negligence, BlueBound’s liability shall be limited to foreseeable damages typical for the type of contract. For purposes of this section, the term “material obligation” is any obligation whose fulfillment is essential for BlueBound’s proper performance of these Partner TCs and on whose compliance Partner may regularly rely. Any further liability for damages is excluded.

10.2. Without limiting the foregoing, BlueBound shall not be liable for damages which occur due to interruptions or restrictions of the operation of the BlueBound Platform due to necessary maintenance work, third party outage, force majeure, or other events for which BlueBound is not responsible.

10.3. BlueBound makes no express or implied warranties or representations of any kind with respect to the Service, the Booking System, the BlueBound Platform, the Partner Portal, or other items offered by BlueBound. Specifically, BlueBound disclaims any liability or responsibility for the BlueBound Platform Content and Experiences.

11. REMEDIES AND DAMAGES

11.1. In the event of Partner’s breach of these Partner TCs, BlueBound shall be entitled to all remedies available at law or in equity. Without limiting the generality of the foregoing, if Partner breaches the Partner TCs, BlueBound shall have the right to:

(i.) Restrict Partner’s use of the Partner Portal; and/or

(ii.) Withhold any payments due to Partner, including but not limited to commission payments, to the extent necessary to indemnify BlueBound for the full amount of damages, costs, and expenses incurred as a result of the breach; and/or

(iii.) Demand immediate payment from Partner for any additional damages, costs, and expenses that exceed the amount withheld from the Partner’s payments.

11.2. BlueBound shall take all reasonable steps to mitigate any damages incurred as a result of the Partner’s breach. However, Partner shall not be relieved of liability to BlueBound for any damages due to Partner’s assertion that BlueBound failed to mitigate such damages.

11.3. BlueBound shall provide Partner with prompt written notice of any claim or condition that might give rise to a claim under this indemnification provision. The Partner shall have the right, but not the obligation, to participate in the defense of any such claim at its own expense. The Partner shall have the opportunity to cure any breach of these Partner TCs within a reasonable period, not to exceed 5 days after receiving notice from BlueBound, unless such breach is not curable.

12. INDEMNIFICATION

12.1. Partner, at its own expense, will indemnify, defend and hold harmless BlueBound, its Affiliates and their respective employees, representatives and agents (collectively “Indemnitees”), from and against all claims, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) any breach of these Partner TCs by the Partner; (b) the Partner’s violation of any applicable laws or the rights of a third party; (c) any content or material made available on the Partner Platform that is alleged to be defamatory, libellous, slanderous, or otherwise harmful; or (d) any negligent act, omission, or wilful misconduct by the Partner (d) any claim arising from a breach of Partner’s representations and warranties. Notwithstanding the foregoing, the Partner shall not enter into any settlement of a claim that affects the Indemnitees without the prior written consent of BlueBound. Such consent shall not be unreasonably withheld, conditioned, or delayed. BlueBound shall have the right, but not the obligation, to participate in the defense of any claim through counsel of its own choosing and at its own expense. Any settlement of a claim approved by BlueBound, or entered into by the Partner, shall include an unconditional release of the Indemnitees from all liability on claims that are the subject of the settlement. The release must be comprehensive and apply to all claims, known or unknown, arising out of the same facts that gave rise to the claim. BlueBound, at its own expense, will indemnify, defend and hold harmless Partner, and its Affiliates (including their employees, representatives and agents), from and against any and all claims, losses, suits, actions, or other proceedings (including attorneys’ fees and court costs) brought against Partner or an Affiliate in connection with BlueBound’s wilful misconduct or breach of the Partner TCs.

13. NON-EXCLUSIVITY

Unless agreed otherwise, the cooperation based on these Partner TCs is non-exclusive for both BlueBound and Partner and nothing in the Partner TCs shall prevent either BlueBound or Partner from working with, participating in, or offering any partnership to third parties.

14. FINAL PROVISIONS

14.1. Amendments or additions to these Partner TCs must be made in writing, and may be executed and delivered in counterparts including by electronically delivered signature.

14.2. Should any provision of these Partner TCs be or become void or invalid, this shall not affect the validity of the remaining provisions. The Parties shall in such an event cooperate in the creation of terms that achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Partner TCs.

14.3. Partner may not assign or subcontract its rights or duties under these Partner TCs, in whole or in part, whether by operation of law or otherwise, without the prior written consent of BlueBound.

14.4. BlueBound may assign and transfer its rights and obligations in connection with these Partner TCs to BlueBound’s Affiliates.

14.5. BlueBound may change the Service or the Partner TCs. In the event of a change to the Partner TCs, BlueBound will notify Partner of the changes to the Partner TCs in textform (e.g. by email). The changes shall become effective vis-à-vis Partner and the contractual relationship shall be continued under the changed conditions if Partner does not object to these changes within four (4) weeks after receipt of the notification of change by written notification to BlueBound. The timely dispatch of the objection to BlueBound shall suffice to comply with this deadline. In the event of objection, both parties shall have the right to terminate the contract without notice. BlueBound will specifically draw Partner’s attention to the aforementioned consequence of a failure to object in the written notification of change.

14.6. These Partner TCs as well as any claims out of or in connection with these Partner TCs shall be governed by and construed in accordance with the provisions of German Law under exclusion of its conflict of law rules. The exclusive legal venue for any disputes arising from or in connection with these Partner TCs shall be the courts of Berlin, Germany. BlueBound may also sue Partner at the competent courts for Partner´s registered office.

EXHIBIT A

“Affiliate(s)” means for BlueBound and Partner any company that is an affiliate within the meaning of Section 15 et seq. AktG (German Stock Corporation Act).

“API” means Application Interface Protocol that connects the BlueBound Platform with the Partner Platform, as made available by BlueBound.

“Authorised Recipients” has the meaning as set out in clause 8.1.

“Booking System” means the booking system used by BlueBound in connection with the Service.

“Brand Elements” means the trademarks, service marks, logos, and other distinctive brand features of BlueBound.

“Completed Booking” means a booking request by a Partner customer which has resulted in the actual provision of services by the Supplier, as confirmed to BlueBound by the Supplier.

“Confidential Information” means the terms of these Partner TCs and secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information relating to either Partner or BlueBound (including the same categories of information relating to each Party’s Affiliates) and its customers and connected to the subject matter of these Partner TCs, in any form or medium whether disclosed orally or in writing before or after the effective date, together with any reproductions of such information in any form or any part of this information.

“Customer Fee” The fee actually paid by a Partner Customer (less any fees repaid to the Partner Customer) for a Completed Booking.

“Data Protection Legislation” shall be defined as any applicable law that relates to the protection of individuals with regards to the processing of personal data, including GDPR and all laws promulgated thereunder.

“Experiences” has the meaning as set out in the Background section.

“BlueBound Data” means the Intellectual Property Rights of BlueBound and the Content as provided to Partner under these Partner TCs and such other information from time to time owned or used by BlueBound or embodied or included in the BlueBound Platform or made available by BlueBound to Partner (e.g. rates and availability).

“BlueBound Partner ID” means an identification code used by BlueBound to associate customers with BlueBound partners.

“BlueBound Platform” has the meaning as set out in the Background section.

“BlueBound Platform Content” means such data, content or other information available on the BlueBound Platform including but not limited to activity information and descriptions, posted price, guest reviews, meta data, details of facilities and (cancellation/no show) policies and general terms of the activities (including any translations thereof) and photos, video, pictures (including any updates, modifications, replacements, additions or amendments).

“Intellectual Property Rights” means any patent, copyright, inventions, database rights, design right, registered design, trademark, 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 (with whatever (country code) top-level domain, e.g. .com, .de, .fr) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property rights subsisting in any territory or jurisdiction in the world.

“Login Credentials” means the user IDs, passwords, and any other information used to access the Partner Portal.

“Partner Booking Portal” is a solution offered via the Partner API which enables our travel agent partners to book our experiences for their own customers directly from the Partner Portal rather than the marketplace.“Partner Commission” means the commission payable to Partner as set out in clause 6.

“Partner Content” means content like blog articles, videos, images, photographs, or reels created by Partner for the purpose of this Agreement.

“Partner Customer” means either (i) if Partner accesses the Service via a widget or links to the BlueBound Platform, a customer who is identified by a tracking URL that contains Partner-specific query parameters, i.e. Partner’s BlueBound Partner ID, or (ii) if Partner accesses the Service via API, a customer who makes a booking for an Experience using the Partner’s Platform (e.g. website or app) which implements BlueBound’s Public Partner API; or (iii) if Partner is a Travel Agency, the customer for whom or on whose behalf the Travel Agency makes a booking through BlueBound’s Booking Portal.

“Partner Information” means any information about Partners identity, including but not limited to its business registration, contact information, payment and tax information and any other relevant information reasonably requested by BlueBound upon Partner’s registration and/or in the Partner Portal.

“Partner Payment Account” means the account designated by Partner upon Partner’s registration and/or in the Partner Portal for the purpose of receiving payments.“Partner Platform” has the meaning as set out in the Background section.

“Partner Portal” is a platform operated by BlueBound, enabling Partners to access BlueBound Platform Content, create affiliate links, upload and update Partner Information, download reports.

“Partner Program” means the program through which BlueBound agrees to make the BlueBound Platform available to Partner and Partner customer’s or Followers.

“Personal Data” shall be defined as per the EU General Data Protection Regulation 2016/679 (“GDPR”) or any equivalent data protection law or any personal data to be processed under these Partner TCs.“Service” has the meaning as set out in the Background section.

“Supplier” means a supplier who makes Experiences available for bookings through the Service.

“Travel Agency” has the meaning as set out in the Background section. –