1. General provisions

1. Visitor Hotelsoftware UG (haftungsbeschränkt), Siefersheimerstr. 46, 55597 Wöllstein ("Visitor"), is a provider of software-as-a-service that offers software for the centralized management of accommodation under a domain and as an app ("Platform"). The Platform, including all updates, improvements, new functions and/or the addition of new web functions, is the subject of these GTC.

2. The Platform offers integrations with third-party programs ("Integrations"). End users of the Platform ("Users") enter into separate direct contractual relationships with these Third Party Providers or purchase the Integrations directly through Visitor under the Third Party Provider's separate terms and conditions and with separate invoicing.

3. The platform is used exclusively on the basis of these GTC in the version valid at the time of access to the platform. The current version is available on this platform.

4. The platform may not be used for unfair or fraudulent purposes.

5. These GTC apply to all users, regardless of whether they are natural persons, legal entities or partnerships with entrepreneurial status. Users include business owners acting as natural persons for their own company as well as accommodation providers, agencies, employees or providers acting on behalf of owners.

6. Visitor reserves the right to exclude users from using the Platform in certain cases, in particular if the user:
- violates section (4)(above);
- uses automated systems or software to extract data from the Platform (so-called screen scraping) for commercial or non-commercial purposes;
- circumvents existing restrictions in headers that exclude the use of robots (so-called robot-exclusion headers) or other measures that restrict or prevent access to the Platform;
- uses any device, software or program that interferes or attempts to interfere with the proper working of the Platform;
- takes any action that imposes an unreasonable load on Visitor's servers, computers or network;
- fails to make any payment as described in Section 6 below; or
- uses the Service beyond the scope of what is contractually agreed or customary.

2. The services of Visitor

1. The core functionality of the Platform is the synchronization of calendar and pricing data between the respective accommodation sales channels connected by Visitor on the Platform, including the hosting of such data ("Core Functions"). Additional functions can be provided via the Platform, for which additional terms and conditions apply, which you can view here.

2. Visitor does not guarantee the uninterrupted availability of the platform. The average annual availability of the Platform is 98%. Visitor may carry out technical maintenance work on the Platform at any time, generally outside normal business hours and to the extent necessary. Use of the platform may be restricted or not possible during these periods. In such cases, the user is not entitled to compensation. Where possible, Visitor shall inform the User in advance of any extensive maintenance work that leads to restrictions or unavailability of the Platform.

3. If necessary, Visitor will consider all commercially reasonable efforts and technically feasible solutions to restore the Platform to its usual environment and functionality upon receipt of the report of malfunctions or errors. To this end, these reports must contain sufficiently specific descriptions. It is Visitor's sole responsibility to make the final decision on the urgency of these notifications. Visitor's customer service is available during normal business hours for such reports and communication.

4. The platform may offer ("beta services"). Beta Services are clearly labeled as such and may not function as described. Beta Services may be enhanced or discontinued at Visitor's sole discretion, with advance notice whenever possible.

5. Visitor does not guarantee the error-free functionality, reliability or performance of the Beta Services.

6. Third party tools may be integrated through the Platform. Although reasonable efforts will be made to support such integrations, it is expressly agreed that Visitor shall not be liable for any problems, damages or losses arising from such integrations.

7. Visitor does not guarantee the compatibility, reliability or performance of any integration.

8. Visitor accepts no liability for content outside the platform, in particular for websites linked to the platform.

9. Visitor shall provide the User with access to the Platform in accordance with Section 3 below.

10. Visitor offers various subscription options ("Subscription"), the available features may differ between Subscriptions as described on the Platform.

3. Rights and obligations of users

1. Visitor grants users a limited, non-exclusive and non-transferable worldwide license for the duration of the Agreement to access the Platform to the extent of the "Software as a Service" in accordance with these GTC and their Subscription.

2. The user warrants that he/she has the necessary authority to enter into this legal agreement ("Agreement") and that he/she has read, understood and agreed to the applicable T&Cs, including for any Users with an Assistant Account (as defined below), for whom this Agreement also applies to the use of the Platform. The User warrants that all data provided to Visitor is accurate and up-to-date at all times. Visitor is entitled, at its own discretion, to check the integrity, accuracy and completeness of the User's data, as well as to carry out further checks by means of manual and technical checks, if necessary by external service providers or a self-disclosure (e.g. by answering a questionnaire) at its own expense in a timely manner.

3. Users must comply with all applicable laws, regulations and industry standards. This applies in particular, but not exclusively, to anti-corruption, anti-trust, data protection, anti-money laundering, anti-child labor, anti-terrorism, export controls and sanctions, tourism regulations, and health, safety and environmental requirements. The user is obliged to cooperate fully with Visitor and to provide Visitor with all necessary information, insofar as this is required by law or other legal provisions.

4. Users receive individual access to the platform ("user account"), which is possible by entering a user name and a password. Each user must choose a secure and suitable user name (e-mail address) and a suitable and personal password. The password must be set in accordance with the state of the art and the security recommendations and must be kept secret at all times.

5. The user is responsible for maintaining the confidentiality of the user account and for all activities carried out by him or on his behalf.

6. The user is obliged to inform Visitor immediately if he becomes aware of any suspicious or unauthorized use of or access to the platform and to take all appropriate security measures to secure his user access to the platform. The User shall also notify Visitor immediately if it detects any problems or suspicious behavior in connection with the Platform.

7. The user undertakes to refrain from the following activities:
- Reverse engineering: The user is prohibited from reverse engineering, decompiling, disassembling or otherwise attempting to derive the source code, the underlying algorithms or the structure of the platform in whole or in part;
- Insertion of program errors or malicious code: User is prohibited from introducing, uploading, transmitting or distributing viruses, worms, Trojan horses, malware or other harmful or malicious code that may disrupt, damage or impair the functionality, security or integrity of the Platform; and
- Copying and Reproducing: Users are prohibited from copying, reproducing, modifying, distributing, displaying, performing or creating derivative works of the Platform or any part thereof.

8. Users must treat their user access and all data stored on the platform as confidential information (see section 9 below).

9. If the user culpably breaches these obligations, he shall be liable for all resulting damages.

10. The user can assign further deputy user accounts ("assistant account") via the platform. The user is responsible for the management of assistant accounts and for ensuring that their use of the platform complies with these GTC and all relevant laws and regulations.

11. The user is fully responsible for all activities carried out under his/her account and all associated assistant accounts. Visitor shall not be liable for any losses that Users may incur as a result of unauthorized access due to non-compliance with these T&Cs. The user may be held liable for any damages incurred by Visitor or third parties as a result of non-compliance with these GTC.

12. The Visitor platform is accessible and usable via the Internet. Users are responsible for the necessary Internet hardware equipment, the network connection and its adequate speed, the appropriate security settings of the computer systems, the proper IT compatibility and the maintenance of all equipment required to connect to, access or otherwise access the Platform.

13. The user is responsible for the correct entry, accurate maintenance and regular backup of the data and information required for the use of the platform. The provisions under the heading "Liability and compensation" remain unaffected by this section.

14. The user authorizes Visitor to use his/her name for the purposes of market research, customer reference, marketing, advertising and sales promotion until revoked by the user (e-mail is sufficient), which may also include communications to users in the context of these efforts.

4. Intellectual property

1. Visitor is the sole and exclusive owner of all intellectual property rights, including but not limited to copyrights, patent rights, trade secrets and trademarks, developed and provided in accordance with these GTC.

2. The user may not upload or otherwise make available any content on the platform or use the platform in any way that violates any law or infringes the rights of any organization or person or violates any applicable laws and/or regulations.

5. Liability and compensation

1. Visitor shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability such as under the Product Liability Act. If Visitor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability applies in accordance with the above clause. Material contractual obligations are those obligations which the contract imposes on Visitor in terms of content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the user may regularly rely. Any further liability of the provider is excluded.

2. The parties agree that the amount of the foreseeable and contract-typical damage pursuant to clause (1) is limited to the fees paid by the user to Visitor in the immediately preceding 12-month period.

3. The above provisions on liability also apply with regard to Visitor's liability for its vicarious agents and legal representatives.

4. The user shall indemnify and hold Visitor (including its directors, employees, agents or contractors) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses in connection with any third party claim, action, suit or proceeding against Visitor arising out of the User's failure to comply with these Terms.

5. The Platform, the Integrations, their use and the results thereof are provided "as is" to the fullest extent permitted by law. Visitor disclaims all warranties, express or implied, including warranties of satisfactory quality and fitness for a particular purpose, that may be implied with respect to the Platform or Integrations.

6. Billing and payment

1. Users are obligated to pay the fees ("Fees") indicated on the Platform per subscription. Unless otherwise stated, (i) payment obligations are non-cancelable, (ii) Fees are non-refundable, (iii) all Fees are payable in advance, both for initial subscriptions and renewals, and (iv) all Fees are subject to applicable value added tax (VAT).

2. Visitor may provide the User with a free trial license of the Platform for a limited period of time, the duration of which is solely at Visitor's discretion ("Trial Period" or "Free Trial"). The Trial Period shall exclusively comprise the testing of the Platform in a test environment with a possibly limited scope of the paid full version, otherwise the rights of use granted in these GTC shall apply. For further use of the platform after the end of the test phase, the user is obliged to pay fees.

3. In the event of late payment of fees, Visitor is entitled to:
- receive interest at the statutory interest rate (§ 288 BGB) for the period of late payment and
- block access to the platform, whereby Visitor's claim to the contractually agreed remuneration remains unaffected.
- If automatic billing does not take place for any reason, Visitor will issue an electronic invoice stating that the user must make full payment manually within a specified period for the billing period specified on the invoice.

7. Term and termination

1. Unless otherwise agreed in writing, this Agreement may be terminated at any time by giving written notice by email. Subscriptions will automatically renew for additional terms (same duration and fees as the original subscription) unless terminated in accordance with this clause or the subscription is no longer offered by Visitor. The right to extraordinary termination of the contract for good cause remains unaffected.

2. Visitor may terminate this Agreement immediately in writing if the User:
- materially breaches these GTC; or
- fails to pay any fees due within 30 days of the due date.

3. Upon termination of a subscription, Visitor may, at its sole discretion, grant the User access to an alternative subscription.

4. The user can download his data from the platform after termination of the contract and for a further period of up to 30 days after the end of the contract.

5. Clauses 5 (4), 6, 7 and 9 shall survive termination.

8. Data protection

1. Both parties agree to comply with all applicable laws, including but not limited to the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of April 27, 2016 (the "GDPR") and the German Federal Data Protection Act (the "BDSG"). Each party shall provide the other party with all cooperation reasonably required to enable the other party to comply with this clause.

2. The parties agree to incorporate the Data Processing Agreement attached hereto, which forms part of these GTC, to govern the processing of the personal data of the User's guests by V ("Data Processing Agreement", "DPA"). Visitor is a processor (within the meaning of the GDPR) of all personal data of guests uploaded to the Platform by a User or processed on behalf of a User.

3. The user ensures and is solely responsible for providing the data subjects with all legally required data protection information about the use of the Visitor Platform

9. Confidentiality

(1) "Confidential Information" means any information disclosed by or relating to a Party, including information about a Party's business, products or trade secrets, that is either marked as confidential or that a reasonable person would consider confidential.

2. Each party may disclose confidential information to its group companies. "Group Companies" means any holding company or subsidiary of a Party or any of its holding companies. A company is a subsidiary of another company, its holding company, if that other company (i) holds a majority of the voting rights in it or (ii) has an interest in it and has the right to appoint or remove a majority of its directors, (iii) or has an interest in it and alone controls a majority of the voting rights in it.

3. Except in the cases specified in these GTC, neither party shall disclose confidential information. Confidential information shall be treated confidentially.

4. The obligation under paragraph (3) shall not apply to Confidential Information to the extent that it:
- is publicly available (other than as a result of a breach of these GTC);
- can be shown to have been independently developed by the receiving party; or
- is required to be disclosed by law or court order.

5. Both parties may disclose confidential information to their employees, agents, professional advisors or contractors, provided that such persons are bound by confidentiality obligations at least as strict as these GTC.

6. Visitor reserves the right to disclose any information that Visitor deems necessary to comply with any applicable law, regulation, legal process or governmental or regulatory request.

10. Final provision

1. This contract is subject to the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2. If the user does not have a general place of jurisdiction in Germany, the parties agree that the place of jurisdiction for all disputes arising from this contractual relationship shall be the registered office of Visitor.

3. The user may not assign, transfer, modify or sublicense any rights or obligations, in whole or in part, to any third party without Visitor's prior written consent, unless otherwise agreed. Nevertheless, either party may assign the rights and obligations under the TOS to the succeeding entity in connection with a merger, reorganization, amalgamation, change of control or sale of substantially all of its assets, provided that the succeeding entity is not a direct competitor or the other party and assignee agree in writing to be bound by these TOS.

4. Should individual provisions of these GTC be void or ineffective, the remaining provisions of these GTC shall remain unaffected. The parties shall replace the invalid or inapplicable provisions with an appropriate agreement which comes closest to what the parties originally intended and which corresponds to what would have been agreed in accordance with the meaning and purpose of these GTC if the matter in question had been considered earlier.

5. The core functionality of the Platform is the synchronization of calendar and price data between the respective Visitor In the event of ("force majeure") that prevents Visitor from providing the Platform, Visitor shall be released from its obligation to perform for the duration of the force majeure and additionally for a reasonable period of time for the resumption of the Platform. In this case, the deadlines shall be postponed by the aforementioned period. Force majeure events include, in particular, fire, explosion, flooding, war, blockade, embargo, labor disputes, pandemics and official measures in connection with the aforementioned events for which Visitor is not responsible. In this case, claims for damages are excluded. Visitor is also not responsible for the functionality and availability of third-party services and other third-party components that the user operates or has obtained via third parties, in particular the booking portals in the distribution network (connected online travel agencies).distribution channels for vacation accommodation connected to the platform, including the hosting of this data ("core functions"). Additional functions may be provided via the platform, for which additional terms and conditions apply, which you can view here.

6. Visitor is entitled to amend these GTC at its own discretion and with a reasonable notice period. Existing users will be notified by e-mail at least two weeks before the change comes into effect. If the existing user does not object within the period set in the notification of change, their consent to the change shall be deemed to have been given. If he objects, the changes shall not enter into force; in this case, Visitor shall be entitled to terminate the contract extraordinarily at the time the change enters into force. The notification shall refer to the intended amendment of these GTC, the deadline and the consequences of an objection or failure to object.

7. Visitor is entitled to adapt the platform to the respective proven and recognized state of the art and technology. These adaptations include, among other things, security-relevant and/or legally required changes, additions and extensions to the platform; changes in accordance with generally applicable development specifications that have only a minor impact on the user's work processes. The influence is minor if the user makes changes to the processes, but these are not replaced or discontinued, but continue to exist with corresponding changes on the part of the user and at the expense of the user.

8. Visitor reserves the right to collect and statistically analyze data about the functions (defined in ) and the way in which users interact with and use the platform for the purposes of quality assurance and the further development of the platform and Visitor's functions.

9. Adjustments due to changes in the range of services offered by distribution networks (in particular OTA - cloud-based online travel agencies), which can be asserted unilaterally against Visitor on the basis of the applicable contractual conditions. Visitor reserves the right to replace the system requirements with others. In the event of a change with a significant impact as described herein, Visitor shall inform the user in advance, at least in text form, providing all available information and knowledge with due diligence. Significant influence exists if functionalities are omitted; or are not only insignificantly restricted and therefore considerable additional organizational effort is required on the part of the user, as well as professional or technical changes must be made.