Hotels Terms of Service | Nearly Perfect Rooms

Last updated: May 22, 2026

These Hotel Supplier Terms of Service, including any Schedules attached hereto (collectively, the "Terms"), are incorporated into the Service Agreement between the Parties and form an integral part thereof (together with the Terms, the "Agreement").

1. DEFINITIONS

"Accommodation Information" means information relating to the accommodation including pictures, photos, Spatial Data, and descriptions; its amenities and services; the rooms available for reservation; details of the rates (including all applicable Taxes, unless applicable mandatory law provides otherwise, and surcharges); availability, cancellation, and no-show policies; other policies and restrictions; and any (further) information that Nearly Perfect is required to display on the Platform pursuant to applicable law.

"Customer Data" means the dates of arrival and departure, number of nights booked, room type, Room Price, Guest name, address and, if applicable, credit card details, and any other specific requests made by the Guest.

"Guest" means a visitor to the Platform or a customer or guest of Customer who makes their accommodation reservation via the Platform.

"Intellectual Property" means any patent, copyright, invention, database right, design right, registered design, trademark, trade or business name, brand, logo, service mark, know-how, utility model, unregistered design, domain name, or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

"Personal Data" means any information relating to an identified or identifiable natural person, including without limitation a name, credit card details, an identification number, location data, or an online identifier.

"Platform" means the website, app, tools, and/or platform of Nearly Perfect through which the Service is made available to customers.

"Room Price" means the total price of the reservation including all applicable Taxes, extras, and add-ons made or included prior to check-in as set or uploaded by Customer to the Platform.

"Service" means the online accommodation reservation system of Nearly Perfect through which customers can make sidelined or distressed room inventory available for reservation and through which Guests can make accommodation reservations.

"Taxes" means value-added tax (VAT), sales taxes, occupancy taxes, and/or other applicable national, governmental, provincial, state, municipal, or local taxes, fees, surcharges, and/or levies.

2. CUSTOMER RESPONSIBILITIES

2.1 Accommodation Information

(a) Customer shall provide Accommodation Information in accordance with formats and standards provided by Nearly Perfect. Accommodation Information shall not contain references or links to third parties. Nearly Perfect reserves the right to edit or exclude any information that is incorrect, incomplete, or violates the Agreement.

(b) Customer represents and covenants that Accommodation Information shall at all times be true, accurate, and not misleading. Customer is responsible for correct, complete, and up-to-date Accommodation Information, including additional availability of rooms for certain periods or any extraordinary events and situations (e.g., renovation or construction at or near the facility).

(c) Information provided by Customer for the Platform shall remain the exclusive property of Customer. Information provided by Customer may be edited or modified by Nearly Perfect as required.

2.2 Exclusivity

Customer understands and agrees that any sidelined and/or last-sell inventory, including but not limited to out-of-order (OOO) rooms and similar categories, shall be marketed exclusively through the Platform and shall not be listed or marketed as imperfect inventory through any other third-party platforms, distribution channels, or partners during the term of Agreement, without the prior written approval of Nearly Perfect. Notwithstanding the foregoing, Customer may offer such rooms to Guests directly on its own website or app, but may not advertise or market such rooms as imperfect inventory or any variation thereof. For purposes of this agreement, "imperfect inventory" shall mean rooms that have obvious and marketed defects as compared to standard inventory rooms.

2.3 Commission

(a) For each reservation made through the Platform by a Guest for a Room, Nearly Perfect shall be entitled to receive a commission (the "Commission") calculated in accordance with Section 2.3(b).

(b) The aggregate Commission per reservation is equal to the multiple of:

(i) the number of nights stayed by the Guest;
(ii) the Room Price per room per night (excluding Taxes) and such other extras and surcharges which are included in, in addition to, or as part of the offered rate prior to or at the time of the Guest's check-in (e.g., destination or resort fees, front desk upsells);
(iii) the number of rooms booked by the Guest; and
(iv) the relevant Commission percentage as set out in the Agreement.

(c) Customer shall give Nearly Perfect notice in the event that a Guest extends a reservation with Customer, within 48 hours after midnight on the day of the scheduled date of check-out. Such notice shall include the Guest's name, new reservation dates, and room rate(s).

(d) Customer is responsible for informing Nearly Perfect about and any changes to applicable Taxes which will be charged to the Guest upon reservation for pre-paid reservations or upon check-out for post-paid reservations. Unless otherwise agreed by Nearly Perfect or permitted by applicable law, the rate shown to Guests on the Platform shall be inclusive of Taxes.

2.4 Payments and Reconciliation

(a) Nearly Perfect shall collect payment from Guests and shall pay Customer the balance received less Commissions and Taxes.

(b) Payments shall be made the calendar month after the (scheduled) departure date of the Guest.

(i) Nearly Perfect shall provide Customer with a manifest on a monthly basis showing all reservations made and funds collected from Guests in the preceding month;
(ii) Customer shall have five (5) days to review the manifest and notify Nearly Perfect of any issues or discrepancies as well as any Commission-bearing charges collected by Customer from Guests onsite (e.g., front-desk upsells on reservations made by Guests through the Platform);
(iii) The parties shall reconcile all amounts in (i) and (ii) above, and Nearly Perfect shall pay all undisputed amounts within thirty (30) days following the end of the Customer review period; and
(iv) Nearly Perfect shall make payment by bank transfer, wire transfer of immediately available funds to the bank account identified by Customer, or by virtual credit card if mutually agreed by the Parties. Customer shall bear all bank charges for the transfer of the funds.

(d) Customer is responsible for withholding and reporting all Taxes due in relation to any funds received from Nearly Perfect according to the relevant tax regulations and the practices and requests of the tax authorities. Customer shall be responsible for the payment and remittance of the Taxes applicable to such funds and any associated late payment interest and penalties imposed by the tax authority for failing to withhold and report any applicable Taxes. Customer shall provide Nearly Perfect with copies of tax payment certificates and/or tax exemption certificates upon each remittance of the Commission, at Nearly Perfect's request.

2.5 Reservations

(a) Customer will receive a confirmation for every reservation made by a Guest through the Platform that will include the Guest's name and reservation dates. Nearly Perfect is not responsible for the accuracy and completeness of the information and dates provided by the Guests. Nearly Perfect is not responsible for the payment obligations of the Guests relating to their reservations or for any charges incurred by Guests directly from Customer or while onsite at Customer's property. Customer shall on a regular basis check and verify the status of reservations. Credit card details are only kept by Nearly Perfect for a limited period of time.

(b) By making a reservation through the Platform a direct legal contract is created between Customer and the Guest. Nearly Perfect is not a party to this contract.

(c) Complaints or claims in respect of the products or service provided by Customer or specific requests made by Guests are the responsibility of Customer and shall not require the involvement of Nearly Perfect. Nearly Perfect may assist Customer in resolving complaints or claims as set forth below, but is not responsible for and has no liability in respect of such complaints or claims. Nearly Perfect may at its sole discretion:

(i) offer customer (support) services to a Guest;
(ii) act as intermediary between Customer and a Guest; and
(iii) provide compensation to the Guest in the event of a material irregularity or complaint in relation to the reservation, or may provide alternative accommodation of an equal or better standard in the event of an overbooking, each at Customer's expense.

2.6 Overbooking and Cancellation

(a) Customer shall provide the Guest with the rooms booked. If Customer is unable to meet its obligations under the Agreement for any reason, it shall promptly inform Nearly Perfect. Customer will be responsible for providing the Guest with an alternative room(s) of equal or superior quality at its own expense. If no such room is available on arrival, Customer will:

(i) find suitable alternative accommodation of an equal or superior standard to the one(s) booked;
(ii) provide free private transportation to the alternative accommodation for the Guest and other members of the Guest's party who are listed in the Guest's guaranteed booking; and
(iii) reimburse and compensate Nearly Perfect and/or the Guest for all reasonable costs and expenses (e.g., costs of the alternative accommodation and transportation) incurred by the Guest and/or Nearly Perfect as a result of the overbooking. Any sum due to Nearly Perfect under this Section 2.6(a) shall be paid by Customer within 14 days.

(b) Customer may not cancel any online reservation. Where any fraudulent activities are alleged or suspected (e.g., in respect of reservations, credit card fraud, money laundering, or payment of the Room Price), Nearly Perfect may cancel the relevant reservation. Nearly Perfect shall inform Customer of any action that it takes pursuant to this Section 2.6(b).

(c) Cancellations made by Guests before the point at which a cancellation fee applies will not attract Commission. Cancellations made by Guests after this point will attract Commission in accordance with the terms of the Agreement.

2.7 Force Majeure

(a) For purposes of the Agreement, "Force Majeure Event" means any of the following events affecting multiple Guests and multiple accommodations: acts of God; volcanic eruption; natural disaster; fire; acts of war; pandemic; hostilities or any local or national emergency; invasion; compliance with any order or request of any national, provincial, port, or other public authority, government regulation, or intervention; military action, civil war, or terrorism; biological, chemical, or nuclear explosion; rebellion; riots; insurrection; strikes; civil disorder; curtailment of transportation facilities; close-down of airports; or any other exceptional and catastrophic event, circumstance, or emergency, preventing or making it impossible or illegal or highly unsafe for Guests to travel to or stay at Customer's property.

(b) Where a Force Majeure Event occurs, Customer will not charge and will repay, if applicable, the Guests affected by the Force Majeure Event any fee, costs, expenses, or other amount (including the non-refundable rate or the no-show, change of reservation, or cancellation fee) for:

(i) any cancellation or change to the reservation made by the Guests; or
(ii) the part of the reservation that was not used due to the Force Majeure Event.

(c) If there is reasonable and justified doubt, Customer may ask a Guest to provide reasonable evidence of the causal relationship between the Force Majeure Event and their cancellation, no-show, or change of reservation. Customer will provide Nearly Perfect with a copy of such evidence upon request. In order for Nearly Perfect to register any cancellation, no-show, or amendment of the reservation due to a Force Majeure Event, Customer shall inform Nearly Perfect of the number of days actually stayed within two (2) business days after the scheduled check-out date of the no-show or cancellation, or the date of the actual check-out. Nearly Perfect will not charge any Commission in relation to the part of the reservation that is not used due to the Force Majeure Event.

3. LICENSE AND DATA

3.1 Customer grants Nearly Perfect and its affiliates, contractors, agents, and technology partners a non-exclusive, royalty-free, and worldwide right and license:

(i) to use, reproduce, have reproduced, distribute, sublicense, communicate, make available in any method, and display Customer's Intellectual Property as provided to Nearly Perfect pursuant to the Agreement, and which is necessary for Nearly Perfect to exercise its rights and perform its obligations under the Agreement; and
(ii) to use, reproduce, have reproduced, process, distribute, sublicense, display, and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy, and make available to the public in any manner whatsoever) the Accommodation Information.

3.2 In connection with the Service, Nearly Perfect may create or collect photogrammetric scans, spatial imagery, three-dimensional models, measurements, layouts, mappings, and related digital representations of Customer's accommodations and facilities (collectively, "Spatial Data"). The Parties acknowledge that this Spatial Data is intended to help market and sell Customer's accommodations more effectively, which may include enabling enhanced visual merchandising, virtual room previews, search optimization, room comparison features, guest discovery tools, analytics, and related Platform functionality. As between the Parties, Nearly Perfect shall own all right, title, and interest in and to the Spatial Data and any derivative works, enhancements, annotations, models, datasets, or analytics derived therefrom, excluding Customer's pre-existing Intellectual Property. Customer waives and releases any claim to ownership of the Spatial Data except as expressly set forth in a separate written agreement.

3.3 Nearly Perfect may sublicense, make available, disclose, and offer via or in collaboration with its affiliated entities and/or a third-party platform:

(i) the Accommodation Information;
(ii) the relevant Intellectual Property of Customer;
(iii) the primary point-of-contact details of Customer;
(iv) special offers made available by Customer on the Platform; and
(v) all such further rights and licenses set out in the Agreement.

Nearly Perfect shall have no liability to Customer for any acts or omissions by any third-party platform.

3.4 Nearly Perfect may display any/all of the content of the Platform on the platforms and websites of third parties.

3.5 Customer understands and acknowledges that the data Nearly Perfect collects in relation to Customer or which is generated by Customer's use of the Platform depends on the context of Customer's business relationship and interaction with Nearly Perfect, the choices it makes and the products, services, and features it uses. The data may include:

(i) Personal Data, contact details, financial data, partner service data, partner marketing; and
(ii) verification details, information on insolvencies, fraud detection, law enforcement and tax authority requests, and product usage data and analytics.

3.6 Customer understands and acknowledges that the data Nearly Perfect collects in relation to Guests depends on the context of the Guest's interaction with Nearly Perfect, the choices the Guest makes, and the products, services, and features the Guest uses. The data may include reservation details, payment data, account data, customer service data, reviews, guest marketing, and product usage data and analytics.

3.7 Nearly Perfect shall have access to the data identified in Sections 3.6 and 3.7 for purposes including, but not limited to:

(i) providing services, including making, administering, and managing reservations or handling payments;
(ii) providing customer service;
(iii) detecting, preventing, and investigating fraudulent and other illegal activities and data breaches;
(iv) analytical and product improvement purposes;
(v) marketing and service updates;
(vi) hosting, technical support, overall maintenance, and maintaining security of such shared data; and
(vii) ensuring compliance with applicable laws.

3.8 Information on how Nearly Perfect collects, uses, shares, or otherwise processes Personal Data is identified in the privacy policy on the Platform, as may be updated from time to time.

4. REPRESENTATIONS AND WARRANTIES

4.1 Customer represents and warrants that for the term of the Agreement:

(i) Customer has all necessary rights, power, and authority to use, operate, own, sublicense, and permit Nearly Perfect to make available on the Platform the accommodations and all Intellectual Property in respect of the accommodations as set out or referred to in the Accommodation Information;
(ii) Customer holds and complies with all permits, licenses, and other governmental authorizations, registrations, and requirements necessary for conducting its business and making the accommodation available on the Platform for reservation;
(iii) Customer is duly registered with all relevant tax authorities (including applicable statutory revenue collection authorities) as a hotel or other accommodation provider;
(iv) the prices for the rooms advertised on the Platform are the same or better to the best available price for an equivalent stay as made available online by Customer on its own website and a better price cannot be obtained by a Guest making a reservation with Customer directly on its website or app;
(v) Customer and its directors and direct, indirect, and ultimate beneficial owners and their directors, and third parties working for, or on behalf of, Customer, are not:
- (a) in any way connected to terrorists or terrorist organization(s);
- (b) listed on any applicable list of sanctioned or restricted parties/persons, or;
- (c) ordinarily resident in or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions, with which dealings are prohibited under applicable law.
(vi) Customer shall not take any action that would breach, or place Nearly Perfect in breach of, applicable sanctions. Customer shall immediately notify Nearly Perfect in the event of an actual or suspected breach of this Section 4.1; and
(vii) Customer respects the human rights of its staff and customers and does not employ child labor, forced labor, or unsafe working conditions; does not engage in or permit discrimination on the basis of race, religion, disability, or gender, or cruel or abusive practices; pays each employee at least the relevant minimum wage, provides all legally mandated benefits and complies with the laws on working hours and employment rights in the jurisdiction where Customer operates; and shall not hold any person in slavery or servitude, or arrange or facilitate the travel or stay of another person with a view to that person being exploited.

Customer shall encourage compliance with this Section 4.1 by any supplier of goods or services that it uses in performing its obligations under the Agreement.

4.2 Each Party represents and warrants to the other Party that for the term of the Agreement:

(i) it has the full corporate power and authority to enter into and perform its obligations under the Agreement;
(ii) it has taken all corporate action required by it to authorize the execution and performance of the Agreement;
(iii) the Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms; and
(iv) it complies in all material respects with all applicable governmental laws, codes, regulations, ordinances, and rules of the country, state, or municipality under which law the relevant Party is incorporated (and in respect of Customer, also the jurisdiction where the property is located) with respect to the products offered and/or services rendered by such Party.

4.3 Except as otherwise expressly provided in the Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of the Agreement and disclaims all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

4.4 Nearly Perfect disclaims and excludes all liability that is related to breakdown, outages, downtime, interruption, or unavailability of the Platform and/or the Service; and

4.5 Nearly Perfect provides and Customer accepts the Service and the Platform on an "as is" and "as available" basis. Nearly Perfect may make changes to the Service and/or the Platform at any time.

5. INDEMNIFICATION AND LIABILITY

5.1 Mutual Indemnification

(a) Each Party shall be liable towards, and shall compensate, indemnify, and hold, the other Party and its affiliated entities, directors, officers, employees, agents, representatives, and subcontractors harmless for and against any direct damages, losses, liabilities, obligations, costs, claims of any kind, interest, penalties, administrative fees, fines, legal costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) actually paid, suffered, or incurred in relation to:

(i) a breach of the Agreement by the other Party;
(ii) gross negligence and willful misconduct; and
(iii) any claim from a third party based on alleged infringement of the third party's Intellectual Property by the other Party.

(b) Each Party is obliged to take adequate measures to avert and reduce potential damages.

(c) Where Nearly Perfect indemnifies Customer, Nearly Perfect may take over a claim and assume the defense in consultation and agreement with Customer and with due observance of both Parties' interests. Neither Party shall make any admission, file any papers, consent to the entry of any judgment, or enter into any compromise or settlement without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed, or conditioned.

(d) Each Party shall notify the other Party as soon as practicable after it becomes aware of a third-party claim. In the event of a third-party claim (including any civil, criminal, administrative, or investigative action, claim, proceeding, demand, charge, action, cause of action, or other proceeding involving losses asserted against a Party brought by a third party), the Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate, and assist each other in the defense and/or settlement of the claim.

(e) Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of the Agreement. Without prejudice to any other rights and remedies available to the other Party, each Party shall be entitled to injunctive relief and specific performance.

5.2 Customer Indemnification

(a) To the maximum extent permitted by law, Customer shall fully indemnify, compensate, and hold Nearly Perfect and its affiliated entities, directors, officers, employees, agents, representatives, and subcontractors harmless for and against any direct damages, losses, liabilities, obligations, costs, claims of any kind, interest, penalties, administrative fees, fines, legal costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) in connection with:

(i) all claims made by Guests concerning inaccurate, erroneous, or misleading Accommodation Information;
(ii) all claims made by Guests concerning or related to a stay, overbooking, or canceled or wrong reservations, or repayment, refund, or chargeback of the Room Price;
(iii) all other claims from Guests which are wholly or partly attributable to Customer;
(iv) all claims including costs, expenses, interest, fines, and other liabilities against or brought or incurred by Nearly Perfect in relation to or as a result of: (a) the failure or negligence of Customer to accurately, and in a timely manner, register with the relevant authorities and/or provide information required by law; (b) the failure or negligence of Customer to accurately, and in a timely manner, pay, collect, remit, or withhold any applicable Taxes levied or based on Customer's services or any other charges relating to the Agreement in the relevant jurisdiction, including any Taxes collected by Nearly Perfect and transferred to Customer for remittance to the relevant tax authority; or (c) Tax claims against and liabilities on Nearly Perfect for Taxes for which Customer is responsible or liable, or where the obligation to pay, collect, withhold, and remit is by law put on Nearly Perfect for, on behalf, or instead of Customer;
(v) all monetary and non-monetary claims and investigations by third parties and authorities in connection with Customer's representations, warranties, and obligations pursuant to the Agreement.
(vi) all claims or complaints of non-compliance with applicable laws by Nearly Perfect to the extent that such non-compliance is attributable to Customer in whole or in part, in which case Customer undertakes to pay the appropriate proportion of any related damages or fines to Nearly Perfect.

5.3 Limitation of Liability

(a) Neither Party will be liable to the other Party for any indirect, special, punitive, incidental, or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect, or consequential losses and/or damages, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise, even if advised in advance of the possibility of such damages or losses. All such damages and losses are expressly waived and disclaimed.

(b) Save as otherwise provided for in the Agreement, the maximum liability of one Party to the other Party in aggregate for all claims made against it in a year in connection with the Agreement shall not exceed the higher of:

(i) the aggregate Commission received or paid by that Party to the other Party in the preceding year; and
(ii) $100,000.

This Section 5.3 does not limit the liability of the Parties in relation to tort, fraud, bribery and corruption, willful misconduct or gross negligence, or in relation to the indemnifications in respect of third-party liabilities as set out in Sections 5.1 and 5.2.

6. TERM AND TERMINATION

6.1 Unless otherwise agreed, the Agreement shall commence on the date of acceptance by Customer and shall continue for an indefinite period of time. Each Party may terminate the Agreement at any time and for any reason by written notice to the other Party with a notice period of 15 days. If Customer terminates this Agreement pursuant to this Section 6.1, Customer agrees not to market imperfect inventory directly or through any other third-party platforms, distribution channels, or partners for a period of one (1) year following termination.

6.2 Each Party may terminate the Agreement or restrict or suspend all or part of its obligations, covenants, and undertakings under this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:

(i) a legal or regulatory obligation;
(ii) an imperative reason under applicable law;
(iii) a reasonably anticipated or suspected material breach by the other Party of any term of this Agreement; or
(iv) a filing or submission of a request for bankruptcy, insolvency, or suspension of payment or a similar action or event in respect of the other Party.

6.3 The following events shall in any event be regarded as a material breach by Customer and/or shall entitle Nearly Perfect to immediately terminate, restrict, or suspend all or part of its obligations, covenants, and undertakings under the Agreement:

(i) a bad-faith attempt to avoid payment of Commission and/or decrease Commission;
(ii) the provision of inaccurate, outdated, incomplete, misleading, or fraudulent information by Customer;
(iii) failure to accept a reservation at the price and/or conditions shown on a reservation or non-adherence to the agreed price and/or conditions of a reservation;
(iv) failure to provide Nearly Perfect with accurate and up-to-date room rates and availability on a daily basis in an agreed-upon format;
(v) Customer knowingly overcharging a Guest;
(vi) Customer misusing a Guest's credit card or other data in any way (e.g., by charging a Guest's credit card prior to check-in without the Guest's prior consent) or if a data breach occurs;
(vii) a serious complaint from one or more Guests or a third party;
(viii) repeated poor ratings or reviews;
(ix) directly or indirectly manipulating or attempting to manipulate a reservation or the functioning of the Platform;
(x) any safety, security, privacy, or health issues or problems relating to the accommodation or Customer's facilities;
(xi) terminating a contract with Nearly Perfect without proving cause and/or for convenience;
(xii) Nearly Perfect's reasonable belief that action is necessary to protect the personal safety or property of Nearly Perfect, Guests, or third parties and/or to prevent inappropriate, unlawful, or unprofessional physical and/or non-physical behavior and/or acting in bad faith, fraud, or any other unacceptable activity;
(xiii) Nearly Perfect's reasonable belief that Customer is in breach of any of its material representations hereunder; or
(xiv) failure by Customer to timely provide Nearly Perfect with accurate, complete, and up-to-date information, documents, or other evidence that Nearly Perfect reasonably requests from time to time in connection with its due diligence processes, or to ensure Nearly Perfect's compliance with applicable law, or otherwise.

6.4 When the Agreement is terminated, each Party's rights and remedies in respect of an indemnification or a breach by the other Party will survive. All provisions of this Agreement other that by nature survive termination shall survive termination.

6.5 If there is a change of ownership or operator of an accommodation from Customer to a third party, including any assignment, transfer, or novation of the Agreement, Customer agrees that the new owner or operator may use the Accommodation Information that was available to or used by Customer prior to the change of ownership, and shall have access to the relevant financial and operational performance, management, and customer data. Customer shall in any event remain responsible and liable for all obligations, claims, and liabilities relating to or accrued during the period prior to the change of ownership or operator.

7. BOOKS AND RECORDS

7.1 The systems, books, and records of Nearly Perfect shall be considered conclusive evidence of the existence and receipt by Customer of the reservations made and the Commission, damages, and costs due to Nearly Perfect under the Agreement, unless Customer can provide reasonable and credible counterevidence.

7.2 Customer shall fully cooperate and provide Nearly Perfect with all reasonably requested information in respect of the identification of the owner, manager, and/or controller of its accommodations, and such other due diligence, processes, and purposes as Nearly Perfect reasonably communicates to Customer from time to time. Unless otherwise specified in Nearly Perfect's request, such information shall be provided within fifteen (15) days of Nearly Perfect's request.

7.3 Nearly Perfect may conduct and/or instruct a third party to conduct an inspection or audit of Customer's records, including information relating to data processing or security information, to the extent reasonably necessary to fulfill any legal or reporting obligations of Nearly Perfect, and where Nearly Perfect reasonably suspects non-compliance with the Agreement by Customer. Customer and its employees, agents, and representatives shall cooperate fully with Nearly Perfect and such third party, providing access to all relevant books, records, premises, personnel, and other information and making copies available as required.

7.4 Nearly Perfect shall bear the costs of any inspection or audit unless such inspection or audit reveals a material breach by Customer of any provision of the Agreement, in which case the costs will be met by Customer without prejudice to Nearly Perfect's further rights and remedies in respect of the breach.

8. CONFIDENTIALITY

8.1 The Parties understand and agree that in the performance of the Agreement, each Party may directly or indirectly have access to or be exposed to confidential information of the other Party (the "Confidential Information"). Confidential Information includes Customer Data, Personal Data, transaction volume, marketing and business plans, business, financial, technical, operational, and such other non-public information that either the disclosing Party designates as being private or confidential or which the receiving Party should reasonably know should be treated as private and confidential.

8.2 Each Party agrees that:

(i) all Confidential Information shall remain the exclusive property of the disclosing Party. The receiving Party shall not use any Confidential Information for any purpose except in order to meet its obligations under the Agreement;
(ii) it shall maintain, and shall use prudent methods to ensure its employees, officers, representatives, contracting parties, and agents (the "Permitted Persons") maintain the confidentiality and secrecy of the Confidential Information;
(iii) it shall disclose Confidential Information to Permitted Persons only insofar as it is necessary to meet its obligations under the Agreement;
(iv) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not copy, publish, disclose to others, or use the Confidential Information other than as permitted by the Agreement; and
(v) it shall return or destroy all hard and soft copies of the Confidential Information when requested to do so by the other Party.

8.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:

(i) is or becomes publicly known or available through no act or omission on the part of the receiving Party;
(ii) was held by the receiving Party prior to the date of the Agreement;
(iii) is disclosed to the receiving Party by a third party who has no obligation of confidentiality with respect to the Confidential Information; or
(iv) is required to be disclosed by law, court order, subpoena, or governmental authority.

8.4 Notwithstanding Sections 8.1 to 8.3, Nearly Perfect may disclose any information regarding the Agreement to its affiliated entities. This shall include, but not be limited to, the Confidential Information. Nearly Perfect will ensure that any affiliated entities that receive the Confidential Information will be bound by the same obligation of confidentiality by which it is bound.

9. COMPLIANCE

9.1 Customer shall comply with the standards and principles set out in this Agreement, and will participate in relevant training at Nearly Perfect's reasonable request.

9.2 In relation to these Terms and/or the Agreement neither Party will, directly or indirectly:

(i) offer, promise, or give to any third party, seek or accept for itself or for another party, any gift, payment, reward, consideration, or benefit of any kind which could be construed as bribery or an illegal or corrupt practice; or
(ii) engage in any activity which may constitute an offense under applicable laws prohibiting dealings with the proceeds of crime and/or the financing of terrorism.

9.3 Customer shall immediately notify Nearly Perfect if there is an actual or suspected breach, whether by Customer or by any of its employees, directors, officers, agents, or other representatives, of this Section 9.

10. MISCELLANEOUS

10.1 Neither Party may assign, transfer, and/or encumber any of its rights and/or obligations under the Agreement (other than to an affiliated entity) without the prior written consent of the other Party. No assignment, novation, or transfer by Customer shall relieve it of its obligations under the Agreement.

10.2 All notices must be in writing and sent by email, or nationally recognized overnight air courier using the contact details as communicated by each Party from time to time.

10.3 This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, binding, and non-binding offers, undertakings, or statements regarding such subject matter.

10.4 If any provision of the Agreement is or becomes invalid or unenforceable, the Parties shall remain bound by all other provisions, and shall replace the invalid or unenforceable provision with provisions that are valid and binding and that have as similar an effect as the invalid or unenforceable provision as possible.

10.5 Unless set out otherwise in the Agreement, the Agreement shall be exclusively governed by and construed in accordance with the laws of New York. Any disputes arising out of or in connection with the Agreement shall exclusively be submitted to and dealt with by the competent court in New York, New York.

10.6 Nothing in the Agreement shall prevent or limit Nearly Perfect in its right to bring or initiate any action or proceeding or seek interim injunctive relief or specific performance before or in any competent courts and under the laws of the jurisdiction where Customer is established or registered. Customer waives its right to claim any other jurisdiction or applicable law to which it might have a right.

10.7 The Agreement may be entered into online or by executing a separate counterpart in hardcopy or by PDF or fax copy, each of which shall be deemed an original and will be valid and binding.

10.8 Nearly Perfect may from time to time update and amend the Terms, subject to prior communication to Customer and a notice period of at least fifteen (15) days. Any updated or amended version shall replace and supersede the then current version with effect from the date specified in the notice.

Hotel Supplier Terms of Service