These Terms of Service for the Hotel Center by Google (“Terms”) are entered into by Google LLC (“Google”) and the entity executing these Terms or that accepts these Terms electronically (“Travel Partner”). These Terms govern Travel Partner’s use of the Google Hotel Center, including related services, features and functionality (“Services”) (i) that are accessible through the account(s) given to Travel Partner in connection with these Terms (“Accounts”) or (ii) that incorporate these Terms by reference (collectively, “Hotel Center”).
1. Using Hotel Center. Travel Partner may submit data, feeds or other content (“Content”) to Hotel Center using various means, including through Google APIs. Travel Partner agrees to submit Content in a manner that complies with any instructions or specifications made available to Travel Partner by Google. Google may make available functionality that permits Travel Partner to export, link, transfer to or otherwise use Content from Hotel Center with another Google service. In that case, the terms and conditions of such other Google service will apply with respect to Travel Partner’s use of such service, provided that Travel Partner’s use of Hotel Center will continue to be governed by these Terms. If Travel Partner chooses to use certain optional Hotel Center Services, then Travel Partner may be required to agree to separate terms that are specific to those Services. Some Hotel Center Services are identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Travel Partner may not disclose any information from or about Beta Features or the terms or existence of any non-public Beta Features. Google or its Affiliates may suspend, modify or discontinue Services, including Beta Features, at any time. For purposes of these Terms, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Google from time to time.
2. Account. Travel Partner’s use of Hotel Center is subject to creation and approval by Google of one or more Account(s). In order to verify Accounts, and from time-to-time, Google may require additional information, including legal entity name, business offering, primary contact, phone number, address, and relevant domains. Travel Partner is responsible for its use of Hotel Center, including all access to and use of Accounts, Content submitted to Hotel Center through Accounts and safeguarding of Account usernames and passwords.
3. Policies.
a. Travel Partner’s use of Hotel Center is subject to (i) the applicable Google policies available at https://support.google.com/hotelprices/topic/11077677 and all other policies made available by Google to Travel Partner, as may be modified by Google from time to time (collectively, “Policies”), (ii) these Terms and (iii) Travel Partner’s compliance with applicable law(s).
b. In connection with Hotel Center, (i) Google will comply with the Google Privacy Policy available at google.com/policies/privacy (as modified from time to time) and (ii) to the extent applicable, Google and Travel Partner agree to the Google Controller-Controller Data Protection Terms at https://privacy.google.com/businesses/gdprcontrollerterms/ (“Data Protection Terms”). Google will not modify the Data Protection Terms, except as expressly permitted under the Data Protection Terms.
4. Travel Partner Content.
a. Travel Partner hereby grants to Google and its Affiliates a perpetual, irrevocable, worldwide, free license to use Content (to the extent protected by intellectual property rights) in connection with Google’s or its Affiliates’ products and services. Travel Partner agrees that Google and its Affiliates may sublicense these rights to our contractors performing services for us and to our users so they can use such content in connection with using Google’s or its Affiliates’ products and services.
b. If Content submitted by Travel Partner contains URLs or similar content, Travel Partner hereby grants to Google and its Affiliates the right to access, index, cache or crawl the URL(s) and the content available through such URL(s) (“Destinations”). For example, Google may utilize an automated software program to retrieve and analyze websites associated with such URLs. Travel Partner agrees that any content collected by Google or its Affiliates from Destinations will be considered Content and treated as such in accordance with these Terms.
c. By using Hotel Center, Travel Partner authorizes Google to use any trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers in connection with Google's authorized use of Content.
5. Testing. Travel Partner authorizes Google and its Affiliates to (a) periodically conduct tests that may affect Travel Partner’s use of Services (including as relates to Destinations, quality, ranking, performance, formatting or other adjustments) without notice to Travel Partner, and (b) automate retrieval and analysis of, and create test credentials to access, Destinations.
6. Warranty, Rights, and Obligations. Travel Partner represents and warrants that (a) Travel Partner has full power and authority to enter into these Terms, (b) Travel Partner holds, and will maintain, the rights to grant the licenses and permissions set forth in Section 4, (c) Travel Partner will not provide any Content that violates Policies, applicable law or any applicable privacy policies, or infringes any third party intellectual property rights, (d) Travel Partner has all necessary rights and consents to make available to Google any information collected from or about an individual that is subject to protection under applicable data privacy or data protection laws or regulations, and (e) information and authorizations provided by Travel Partner (including all necessary product-related disclosures required to display Travel Partner offers) are and will remain complete, correct and current.
7. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY LAW, GOOGLE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, HOTEL CENTER AND ITS RELATED SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND MERCHANT USES THEM AT ITS OWN RISK. GOOGLE AND ITS AFFILIATES DO NOT MAKE ANY GUARANTEES IN CONNECTION WITH HOTEL CENTER OR ITS RELATED SERVICES, OR IN CONNECTION WITH ANY RESULTS THEREFROM. GOOGLE AND ITS AFFILIATES MAKE NO PROMISE TO INFORM MERCHANT OF DEFECTS OR ERRORS.
8. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THEORY OR TYPE OF CLAIM, (A) GOOGLE AND ITS AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF GOOGLE OR ONE OF ITS AFFILIATES IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (B) GOOGLE AND ITS AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN USD $5,000.00.
9. Indemnification. To the extent allowed by applicable law, Travel Partner will defend and indemnify Google, its Affiliates, agents and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party legal proceeding to the extent arising out of or related to Travel Partner’s Content, Destinations, use of Hotel Center, its related Services or any breach of these Terms by Travel Partner.
10. Termination. Google reserves the right to restrict, suspend or terminate (in whole or in part) Travel Partner’s access to, or use of, Hotel Center, the Services or the Account(s) if (a) Travel Partner breaches these Terms, any Policies or applicable law(s), (b) Google is required to do so to comply with a legal requirement or a court order or (c) Google reasonably believes that Travel Partner’s conduct causes harm or liability to another Travel Partner, a third party or Google. If Travel Partner believes its access to the Hotel Center, the Services or the Account(s) has been restricted, suspended or terminated in error, please refer to the appeal process in our Policies. Travel Partner may terminate these Terms at any time by closing its Account(s) and ceasing to use Hotel Center.
11. Changes to Terms. Google may make non-material changes to these Terms at any time without notice, but Google will provide advance notice of any material changes to these Terms. Changes to the Terms will not apply retroactively and will become effective 7 days after posting on this page. However, changes made for legal reasons or in urgent situations (such as preventing ongoing abuse) will be effective immediately upon notice.
12. Governing Law; Dispute Resolution. All claims arising out of or relating to these Terms or Hotel Center will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA; the parties consent to personal jurisdiction in those courts. If Travel Partner is based in an applicable jurisdiction, Travel Partner may also apply to resolve a dispute with Google arising in relation to these Terms or Hotel Center through mediation. Find more details about the mediators we're willing to engage with and instructions on how to request mediation here. Except as required by applicable law, mediation is voluntary and neither Travel Partner nor Google is obliged to settle disputes through mediation.
13. Miscellaneous. (a) These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects, including any Content License Agreement(s) between Google and Travel Partner for content submitted to Hotel Center following Travel Partner’s acceptance of these Terms. (b) Travel Partner may not make any public statement regarding the relationship contemplated by these Terms (except when required by law). (c) Except for modifications to the Terms by Google under Section 11, any amendment to these Terms must be agreed to by both parties and must expressly state that it is amending these Terms. (d) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact or other address on file). Emails are written notices. The email address for notices being sent to Google’s Legal Department is legal-notices@google.com. All other notices to Travel Partner will be in writing and sent to an email address associated with Travel Partner’s account. All other notices to Google will be in writing and addressed to Travel Partner’s primary contact at Google or other method made available by Google. Notice will be treated as given on receipt, as confirmed by written or electronic means. These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (e) Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms. (f) If any provision of these Terms is found unenforceable, that provision will be severed and the balance of the Terms will remain in full force and effect. (g) Travel Partner may not assign any of its rights or obligations under these Terms without Google’s prior written consent. (h) There are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership, joint venture or employment relationship among the parties. (j) Sections 1, 4, 6-10 and 12-13 will survive expiration or termination of these Terms. (k) No party or its Affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.