VIP-BOOKING.COM WEB SITE USE AGREEMENT

VIP-Booking ApS, with its principal place of business located at Enghaven 19, Attrup, 8444 Balle - Denmark ("VIP") provides the VIP-BOOKING Web Site (the "VIP-BOOKING Site" or the "Site") and related services subject to your agreement to and compliance with the terms and conditions set forth below.

Payment and Subscription

Your access to, and use of, the VIP BOOKING Site is conditioned upon your (i) providing all information for enrolment requested by VIP, (ii) payment of the subscription fee, and (iii) your acceptance of the terms and conditions set forth herein. By accepting this agreement you also acknowledge and allow VIP to automatically draw the payment of the payable subscription fee upon renewal of your subscription without any further notice. Payment can be drawn from your credit card or by using SEPA B2B Direct.

By accepting this agreement, you authorise VIP-Booking ApS to send instructions to your bank to debit your account and your bank to debit your account in accordance with the instructions from VIP-Booking ApS. This mandate is only intended for business-to-business transactions. You are not entitled to a refund from your bank after your account has been debited, but you are entitled to request your bank not to debit your account up until the day on which the payment is due.

The subscriber confirms that he/she has received and read the VIP-Booking order confirmation sent by e-mail, letter or fax and agrees that the subscription is ongoing and is automatically extended with new subscription periods of twelve months duration unless cancelled according to the terms and conditions stated on the order confimation. Cancellation must be in writing giving two months notice prior to the commencement of the next subscription period unless otherwise stated on the order confirmation.

Terms and Conditions

1. All materials displayed on the VIP BOOKING Site are protected by copyright, and, unless otherwise indicated, are owned and controlled by VIP. You agree to abide by any and all copyright notices, information or restrictions contained on the Site. You may download and make one (1) copy of materials displayed on the Site for personal, non-commercial use only, provided that you maintain all copyright and other notices appearing on such materials. Copying or storing of any materials displayed on the Site for other than personal, non-commercial use is expressly prohibited without VIP's prior written permission.
   
   
2. VIP BOOKING and VIP and the associated logos are trademarks of VIP. All other trademarks and logos used on the Site are the trademarks and logos of their respective owners. Unauthorized use or copying of any of the trademarks and logos appearing on the Site is expressly prohibited.
   
   
3. By posting messages, uploading files, inputting data or engaging in any other form of communication to the Site, you hereby grant VIP a perpetual, worldwide, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against VIP for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such communications unless such infringements are the result of gross negligence on the part of VIP.
   
   
4. You acknowledge that transmissions to and from the Site are not confidential and that your communications may be read and intercepted by others. You acknowledge that by submitting such communications to VIP, no confidential, fiduciary, contractually implied or other relationship is created between you and VIP other than pursuant to this Agreement.
   
   
5. Only the subscriber who has completed the VIP BOOKING Web Site Subscription and User Agreement may access and use the Site. You agree that you will not disclose your password to others and will not seek such disclosure from others. VIP will pursuant to the relevant European public regulations monitor your use of the Site to ensure compliance with this condition and the other terms of this Agreement and may freely use or disclose any information and materials received from you or collected through your use of the Site for any lawful reason or purpose.
   
   
6. You represent and warrant that you will not upload, post, transmit, distribute, or otherwise publish on the Site any materials which (i) restrict or inhibit any other user from using and enjoying the Site; (ii) are unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitute or encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate law; (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contain a virus or other harmful component;; and/or (vi) constitute or contain false or misleading indications of origin or statements of fact.
   
   
7. You hereby agree to compensate, defend and indemnify VIP from and against any and all liability and costs incurred by VIP in connection with any claim arising out of any breach by you of the Agreement. You agree to cooperate fully as reasonably required in the defence of any claim. VIP reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without VIP's written consent.
   
   
8. VIP does not and cannot review all materials posted to the Site by users, and VIP is not responsible for any such materials posted by users. However, VIP reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in VIP's sole discretion are objectionable, or in violation of this Agreement.
   
   
9. The VIP BOOKING Site contains links and pointers to other World Wide Web Internet sites. Links to and from the Site to other third-party sites do not constitute an endorsement by VIP of such sites, their sponsors, or their contents and VIP disclaims any and all responsibility for the content of such sites.
   
   
10. ALTHOUGH VIP STRIVES TO ENSURE THE INTEGRITY AND ACCURACY OF THE SITE, IT MAKES NO GUARANTEES WHATSOEVER AS TO THE ACCURACY OF INFORMATION CONTAINED IN THE SITE, INCLUDING BUT NOT LIMITED TO THE APPEARANCE FEE INFORMATION PROVIDED, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS CONTAINED THEREIN. IN THE EVENT THAT ERRORS OR OMISSIONS ARISE, PLEASE INFORM VIP SO THAT THEY CAN BE CORRECTED. VIP RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE.
    
    
11. VIP disclaims any and all responsibility and liability for interruptions of service to the Site. VIP makes no representations or warranties whatsoever for the functions made accessible by the software used on or accessed through the Site, or that the Site or the server that makes it available or any communication between you and VIP or any materials delivered to you from VIP are free of viruses or other harmful components. VIP disclaims any and all responsibility and liability for any breach of security associated with the transmission of sensitive information through the Site or any linked site.
    
    
12. VIP may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site feature, database or content. VIP may also impose limits on certain features or services or restrict your access to parts of or to the entire Site without notice or liability. Only in the event where the changes, suspensions, discontinuations or limitations and restrictions are of such a magnitude that it can be considered (i) an objective material alteration of the Site as a whole and (ii) at the same time severely limiting the future use of the Site for you as a specific user, you are entitled to a compensation equalling the limitations put upon you by the changes made. This compensation however can never exceed ¼ of an annual subscription fee.
    
    
13. THE VIP BOOKING SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SITE-RELATED SERVICES. VIP IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN THE SITE. VIP’S LIABILITY OR RESPONSIBILITY IS, HOWEVER, IN ANY CIRCUMSTANCE LIMITED TO AN AMOUNT OF € 10000 AND CAN
    NEVER EXCEED THIS AMOUNT.
    
    
14. This Agreement has been entered for a period of time corresponding to the period of time on the earlier received confirmation of order. You cannot terminate the Agreement within this period of time. The Agreement can be terminated by VIP with one (1) month’s notice till the end of a month with the simultaneous repayment of any subscriptions pre-paid by you - where the amount due is equalling a proportional amount for the remaining period of time until the subscription period ends.
    
    
15. With the limitations contained in this Agreement each party is entitled to terminate this Agreement without notice in the event of the other party being in material breach of its obligations. If you are in breach of the Agreement VIP reserves the right to terminate your use of the Site immediately without notice or compensation, and without limiting other relevant means of remedies. In the event that (i) you fail to provide information as requested in the section “Payment and Subscription”, (ii) fail to make any required payment, (iii) do not abide by the terms and conditions in this Agreement, and/or (iv) attempt to assign your rights and obligations according to the Agreement in violation of section 17, such non-compliance is always to be considered a material breach of the Agreement.
    
    
16. You are not entitled to damages or rescission from the Agreement in the event of incomplete performance from VIP due to force majeure. Force majeure among other things exists where VIP is prevented from performing according to this Agreement as a result of unpredictable failures in hard- or software or other break downs of systems, war, civil war, insurrection or riot, government restrictions, natural disaster - including but not limited to earthquake, high tides or flooding - widespread labour disputes, fire or similar occurrence, which neither should nor could have been foreseen by VIP when entering into this Agreement.
    
    
17. You are not entitled to assign your rights and obligations according to this Agreement to a third-party without the prior written consent from VIP. On the other hand VIP is entitled to assign all its rights and obligations to a third-party without consent from you in case of a merger, consolidation, or other corporate reorganisation, or a transfer or sale of all or a substantial part of its assets.
    
    
18. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver will be effective unless made in writing and signed by the waiving party.
    
    
19. This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction, including personal jurisdiction, for any action or proceeding arising out of or related to this Agreement shall be the district court located in Horsens, Denmark.
    To the extent that any provision of this Agreement is found to be illegal, unenforceable or ineffective by a court of law the provision shall be deemed severable from the remainder of this Agreement and such provision's unenforceability shall in no way affect the enforceability of the remaining provisions of the Agreement. This Agreement constitutes the entire agreement between VIP and you with respect to your use of the VIP BOOKING Site.
    
    
20. VIP reserves the right, at its sole discretion, to change, modify, add or remove (collectively referred to as the “changes”) any portion of this Agreement at any time if the changes made are necessary in order to (i) carry on the business of VIP in an economically viable fashion and/or (ii) apply to federal or international law or regulation. Notification of changes in this Agreement will be posted on the Site at least 14 days before the changes take place. If you have any objections to the changes made you are to state these objections in writing to VIP before the end of the 14-day period. If you have not done so, you are considered having agreed to the changes made and are thus bound by them.
    
    

You acknowledge that you have carefully read the terms and conditions set forth above and that you accept them. You agree that your access to and use of the Site is expressly conditioned upon your compliance with the foregoing terms and conditions of use.