TRAVELZOO LOCAL MERCHANT AGREEMENT
GENERAL TERMS AND CONDITIONS

PLEASE READ THESE GENERAL TERMS AND CONDITIONS (THESE “GENERAL TERMS”) CAREFULLY BEFORE SIGNING THE TRAVELZOO LOCAL MERCHANT AGREEMENT (THE “MERCHANT AGREEMENT”). BY SIGNING THE MERCHANT AGREEMENT, YOU AGREE TO BE BOUND BY ALL TERMS AND SUBJECT TO ALL CONDITIONS OF THE MERCHANT AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE MERCHANT SPECIFIC TERMS SET FORTH IN THE MERCHANT AGREEMENT (THE “MERCHANT SPECIFIC TERMS”) AND THESE GENERAL TERMS. FOR THE PURPOSES HEREOF, ALL REFERENCES TO THE MERCHANT AGREEMENT SHALL INCLUDE AND FULLY INCORPORATE BY REFERENCE THESE GENERAL TERMS AND THE MERCHANT SPECIFIC TERMS.

  1. Definitions. Capitalized terms used herein without definition have the meanings assigned in the Merchant Agreement, as applicable.
  2. Confidentiality.
    1. Definition of Confidential Information. The term "Confidential Information" shall include, without limitation and without need for separate designation, the following: (1) the contents of the Merchant Agreement, (2) the strategies, policies and procedures employed (or planned to be employed) by any party hereto in the offer, sale or distribution of Vouchers; (3) data regarding the transaction details with respect to any personally identified Voucher or any personally identified Holder, and; (4) statistical information that comprise the results of the Offer, including without limitation sales data, Voucher usage data, fee data, revenues, losses, etc.
    2. Treatment of Confidential Information. Each party agrees to maintain Confidential Information of the other party in confidence, and not to disclose such Confidential Information to its employees other than those directly involved with the Merchant Agreement or the Offer, and with a need to know such information. Each party agrees not to disclose or permit access by any third party (other than its subcontractors or representatives with a need to know who have executed non-disclosure agreements consistent herewith). Each party agrees not to use any such Confidential Information except pursuant to and in furtherance of the terms of the Merchant Agreement; provided, however, that no party hereto shall be liable to the other party for disclosure of Confidential Information, and may, in fact, disclose such Confidential Information if the same is: (1) now in or subsequently comes into the public domain without the breach of the Merchant Agreement; (2) known to the party without obligation of confidentiality prior to receipt of the Confidential Information from the other party; (3) independently developed by the party without breach of the Merchant Agreement; (4) rightfully received by the party without restriction from a third party free to disclose such information; or (5) disclosed pursuant to a subpoena, court order or other legally mandatory procedure, provided however that in such instance, the recipient of the subpoena/order will (unless otherwise prevented) notify the other party and provide an opportunity for the other party, should it so desire, to seek an order preventing disclosure of the Confidential Information.
  3. Audit Rights. Merchant agrees that at Travelzoo Local’s sole discretion, Travelzoo Local, its authorized representatives and affiliates, or agents and any government entity with regulatory or supervisory authority over Travelzoo Local (collectively the "Auditing Party") reserves the right, at its own expense (except as set forth herein below), to inspect, copy and audit any records of Merchant directly relating to its performance hereunder and the Vouchers. Merchant shall make all such facilities, records, personnel, books, accounts, data, reports, papers, and computer records available to the Auditing Party for the purpose of conducting such inspections and audits. Any such audit will be conducted at mutually agreed upon times, upon reasonable prior written notice (no less than ten (10) business days), and in a manner designed to minimize any disruption of Merchant’s normal business activities; provided, however, that in agreeing to times for the audit, the Merchant shall be reasonable in scheduling, and shall not delay any audit for more than ten (10) business days from the date first proposed by the Auditing Party.
  4. Limited License; Publicity. Merchant agrees that Travelzoo Local and its affiliates may use Merchant’s name and logo ("Merchant’s Marks") in presentations, marketing materials and financial reports. Merchant represents and warrants that Merchant owns all right, title and interest in and to Merchant’s Marks, or has the right to grant a license for the use of the content of the Offer, as set forth in the Merchant Agreement. If Merchant wishes to use Travelzoo Local's trade names, trademarks, service marks, logos, domain names, Merchant may do so, so long as such use is in compliance with the Merchant Agreement and provided the Merchant receives prior express written consent from Travelzoo Local.
  5. Indemnification.
    1. By Merchant. Merchant represents and warrants that (i) it has the power and authority to enter into and fully perform its obligations under the Merchant Agreement (including to fully satisfy and perform the terms of the promotion advertised) and (ii) the Voucher and any applicable advertisement will not contain any untrue statements or materials that are deceptive, fraudulent, misleading or violate any third party rights.

      Merchant agrees, at its own expense, to indemnify, defend, and hold harmless Travelzoo Local and its parent, affiliates and subsidiaries, and each of their respective employees, directors, officers, representatives, and agents, and contractors (each an “Indemnified Party”), from and against any and all actions, causes of actions, suits, liabilities, losses, claims, complaints, demands, assertions, charges, fines, investigations, damages, judgements, costs, fees, and expenses of any kind (including reasonable attorneys’ fees, reasonable out-of-pocket expenses and costs) (collectively “Claim” or “Claims”), which an Indemnified Party may at any time incur, sustain or become subject to by reason of any Claim brought, asserted or alleged, by any third party or government agency arising out of, in connection with, or related to (a) the Voucher(s), (b) Merchant’s goods and/or services, including without limitation product liability, abandoned property, or similar claims, (c) the negligent or wrongful acts or omissions of Merchant or its officers, directors, employees, agents, or contractors, and/or (d) infringement or misappropriation of a third party’s United States intellectual property rights.

      The indemnification includes any Claim arising from users who can link through the advertisement. The indemnification includes, but is not limited to, any Claim of trademark, patent or copyright infringement (such as, but not limited, any Claim arising from content, photos or videos provided or authorized by Merchant), defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices, failure to fulfill promotion, and any violation of any law, rule or regulation. Merchant’s indemnification obligations shall survive termination or expiration of the Merchant Agreement.

    2. By Travelzoo Local. Travelzoo Local will defend, indemnify, and hold harmless Merchant, its officers, directors, employees, agents, and contractors against any and all claims, demands, liabilities, losses, costs, damages, and expenses (including reasonable attorneys’ fees) that arise from or relate to the grossly negligent or wrongful acts or omissions of Travelzoo Local or its officers, directors, employees, agents, or contractors.
  6. Indemnification Procedure. The indemnified party shall give the indemnifying party reasonably prompt notice of the occurrence of any event which is expected to result in any indemnifiable claim hereunder, but its right to be indemnified hereunder shall not be affected by a failure to give such notice unless, and then only to the extent that, the indemnified party is prejudiced thereby. The indemnifying party shall have the right, upon written notice to the indemnified party, and using counsel reasonably satisfactory to the indemnified party, to investigate, contest or settle any such claim, provided that (i) the indemnifying party has unconditionally acknowledged to the indemnified party in writing its obligation to indemnify the indemnified party with respect to such claim and to discharge any cost arising out of such claim or settlement, and (ii) any settlement shall include an unconditional release of such claim against the indemnified party and shall not require anything of the indemnified party other than the payment of money and shall not require an admission of wrongdoing by the indemnified party or a promise of future action or modification of business practices on the part of the indemnified party. The indemnified party may thereafter participate in the defense of any such claim with its own counsel at its own expense. Unless and until the indemnifying party acknowledges its obligation to indemnify the indemnified party in respect of any claim hereunder, the indemnified party shall have the right, at its option, to assume and control defense of the matter and to look to the indemnifying party for the full amount of the reasonable costs of defense. The failure of the indemnifying party to respond in writing to a notice from the indemnified party with respect to such claim within twenty (20) days shall be deemed an irrevocable election not to defend the claim. In that case, (i) the indemnified party may defend such claim using counsel of its choice, in such manner as it may reasonably deem appropriate, or may settle such claim, on such terms as it may reasonably deem appropriate, and (ii) the indemnifying party may participate in (but not control) the defense of such claim, with its own counsel at its own expense. The parties shall make available to each other all relevant information in their possession relating to any such claim and shall cooperate in the defense thereof.
  7. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR THE BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (B) IN NO EVENT SHALL TRAVELZOO LOCAL'S AGGREGATE LIABILITY TO MERCHANT, CONSUMERS, HOLDERS, OR OTHER THIRD PARTIES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY EXCEED THE NET AMOUNT PAID OR PAYABLE BY TRAVELZOO LOCAL TO MERCHANT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Merchant Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
  8. User Reviews.IN NO EVENT SHALL TRAVELZOO LOCAL OR ANY OF ITS PARENTS, AFFILIATES OR SUBSIDIARIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE PUBLIC DISPLAY OF REVIEWS AND/OR RATINGS WITH RESPECT TO YOUR BUSINESS. MERCHANT UNDERSTANDS AND AGREES THAT TRAVELZOO LOCAL TAKES NO RESPONSIBILITY AND WILL ASSUME NO LIABILITY WHATSOEVER FOR THE PUBLIC DISPLAY OR RATINGS AND REVIEWS AND MERCHANT HEREBY WAIVES ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF LIBEL, SLANDER, DEFAMATION OR ANY OTHER SIMILAR CLAIMS OF TORT) AGAINST TRAVELZOO LOCAL, ITS EMPLOYEES, OFFICERS, DIRECTORS, PARENT, SUBSIDIARIES OR AFFILIATES ARISING OUT OF OR RELATING TO TRAVELZOO LOCAL’S PUBLIC DISPLAY OF REVIEWS AND/OR RATINGS. YOU UNDERSTAND AND AGREE THAT THE RATINGS AND REVIEWS PUBLICLY DISPLAYED REFLECT THE PERSONAL OPINIONS OF MEMBERS AND ARE NOT NECESSARILY THOSE OF TRAVELZOO LOCAL.
  9. Miscellaneous. The Merchant Agreement, (1) shall be governed by and construed in accordance with, the law of the State of New York, without giving effect to principles of conflicts of law; (2) may be amended only by a written agreement executed by an authorized representative of each party; and (3) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. Merchant shall make no public announcement regarding the existence or content of the Merchant Agreement without Travelzoo Local’s prior written approval, which may be withheld at Travelzoo Local’s sole discretion. Both parties consent to the jurisdiction of the courts of the State of New York with respect to any legal proceeding arising in connection with the Merchant Agreement. Each party hereby expressly and irrevocably releases, waives and relinquishes any and all rights to trial by jury for any claim arising from the Merchant Agreement. All notices shall be in writing and shall be deemed delivered when delivered in person or mailed certified through the United States Postal Service, postage prepaid, or via FedEx addressed as follows: Travelzoo, Attn: Contracts Department, 800 West El Camino Real, Suite 275, Mountain View, CA 94040. Merchant acknowledges that statistics provided by Travelzoo Local are the official, definitive measurements of campaign performance on Travelzoo Local. The processes and technology used to generate such statistics can be audited by the Merchant or an independent agency. The waiver by either party of any default or breach of the Merchant Agreement shall not constitute a waiver of any other subsequent default or breach.
  10. Insurance and Release for Inherently Dangerous Activities. If Merchant provides services, experiences or activities that are inherently dangerous activities or sports (an "Activity" or collectively, "Activities"), Merchant represents and warrants that it will maintain insurance of the type and in the amounts that are usual, customary and/or appropriate for the type of Activities provided by Merchant. Travelzoo Local may request a certificate of insurance evidencing Merchant’s coverage, which certificate shall be delivered to Travelzoo Local within three (3) days after Travelzoo Local’s request. Merchant represents and warrants that it shall require a Consumer or Holder, or any other person receiving goods or services in any way related to the redemption of a Voucher, to execute an acknowledgement of risk and a release of liability (a "Release") prior to engaging in an Activity. The Release shall release Travelzoo Local Inc. and Travelzoo from any and all liability for the Activity and such Release shall be in a form acceptable to Travelzoo Local.

Some tracking technologies are important for the functioning of our website and are always on. We use other tracking technologies (our own and third parties) to analyze traffic, personalize content and ads and provide social media features.