MetaSearch Service Terms

This Agreement is entered into by and between:

1.1 Hotel Linkage, Inc. (hereinafter referred to as "Hotel Linkage")
Email: info@hotellinkage.com

1.2 The Hotel — the company whose title, address, contact person, Tax ID, Tax Office, and contact information is identified in the Contract Form accompanying this Agreement. Throughout these Service Terms, the contracting hotel is referred to as "The Hotel."

The following terms shall have the meanings ascribed to them when used in this Agreement:

2.1 "MetaSearch" refers to the category of online platforms that aggregate and display hotel pricing and availability from multiple sources, enabling prospective guests to compare rates and make booking decisions. MetaSearch platforms operate on a performance-based model whereby hotels pay commissions or fees in exchange for visibility and traffic directed to their booking channels.

2.2 "Platform" or "Platforms" refers to the third-party MetaSearch engines through which Hotel Linkage distributes The Hotel's pricing and availability, including but not limited to Trivago, TripAdvisor, Skyscanner, and Google Hotel Ads (including Google Free Booking Links). The specific Platforms activated for The Hotel shall be as selected in the contract form accompanying this Agreement.

2.3 "CPA" (Cost Per Acquisition) refers to the commission-based pricing model under which The Hotel incurs a commission charge only upon the confirmation of a valid booking that originated from or was assisted by a MetaSearch Platform. No charges are incurred for clicks, impressions, or other non-booking interactions.

2.4 "CPC" (Cost Per Click) refers to the pricing model under which The Hotel pays for each individual click generated by its MetaSearch listings, regardless of whether such click results in a confirmed booking. CPC campaigns require a minimum monthly media budget per activated channel.

2.5 "T.ROAS" (Target Return on Ad Spend) refers to an automated bidding strategy available exclusively through Google Hotel Ads, whereby Google's algorithms optimize click bids to achieve a target return on advertising expenditure. T.ROAS campaigns require a minimum monthly media budget.

2.6 "Commission" refers to the percentage-based fee charged by each MetaSearch Platform for bookings attributed to that Platform under the CPA model, as further specified in Article 4 of this Agreement. Commissions are calculated on either the Gross Price or Net Price of the booking, depending on the Platform.

2.7 "Media Budget" refers to the minimum monthly advertising expenditure required for CPC and T.ROAS campaigns, as specified in Article 4 of this Agreement. Hotel Linkage collects media budgets from The Hotel and remits them to the respective Platforms.

2.8 "Gross Price" refers to the total booking value inclusive of all applicable taxes, including but not limited to Value Added Tax (VAT), accommodation tax, and any other government-imposed levies.

2.9 "Net Price" refers to the booking value exclusive of all applicable taxes.

2.10 "Attribution" refers to the process by which a MetaSearch Platform identifies and records a causal or contributory link between a guest's interaction with that Platform (such as a click, search, or referral) and a subsequent booking. Attribution is determined solely by the respective Platform's tracking technology, including but not limited to cookies, device identifiers, and session data.

2.11 "Cumulative Attribution" refers to the characteristic of MetaSearch distribution whereby a single booking may be attributed to more than one MetaSearch Platform. Each attribution generates an independent Commission obligation. This concept is further detailed in Article 5 of this Agreement.

2.12 "Booking Engine" refers to the online reservation software through which guests complete their booking on The Hotel's website or a designated landing page. The Booking Engine serves as the destination to which MetaSearch Platforms redirect prospective guests.

2.13 "Extranet" refers to the web-based management interface through which The Hotel manages reservation data, including the updating of booking statuses (confirmations, cancellations, modifications, and no-shows). Changes made in the Extranet are the authoritative source for reconciliation purposes.

2.14 "Management Fee" refers to the service fee charged by Hotel Linkage for the provision, management, and optimization of MetaSearch distribution services, as specified in Article 6 of this Agreement.

2.15 "Platform Maintenance Fee" refers to the mandatory monthly fee for platform infrastructure, technical connectivity, and system maintenance, as specified in Article 4A of this Agreement.

2.16 "Service Term" refers to the duration of this Agreement as defined in Article 11.

2.17 "Checkout Date" refers to the date on which a guest's stay at The Hotel concludes. Checkout Dates serve as the basis for monthly billing and reconciliation cycles.

2.18 "Reconciliation" refers to the monthly process of verifying, correcting, and finalizing booking data and associated Commission amounts between Hotel Linkage and The Hotel, as described in Article 8.

2.19 "Date of Commencement" refers to the date on which Hotel Linkage activates MetaSearch campaigns for The Hotel on the selected Platforms, which shall be communicated to The Hotel in writing.

3.1 Hotel Linkage shall provide The Hotel with MetaSearch distribution services, consisting of the connection of The Hotel's Booking Engine to the Platforms selected by The Hotel, enabling The Hotel's rates and availability to be displayed on such Platforms for comparison by prospective guests.

3.2 MetaSearch services under this Agreement are available under the following pricing models, as selected by The Hotel at the time of execution:

• (a) CPA (Cost Per Acquisition): The Hotel incurs a Commission charge only upon the confirmation of a valid booking that originated from or was assisted by a MetaSearch Platform. No charges are incurred for clicks, impressions, or other non-booking interactions.
• (b) CPC (Cost Per Click): The Hotel pays for each click generated by its MetaSearch listings, regardless of whether the click results in a booking. A minimum monthly media budget of $250 per activated channel applies.
• (c) T.ROAS (Target Return on Ad Spend): An automated bidding strategy exclusive to Google Hotel Ads, where Google optimizes bids to achieve a target return on ad spend. A minimum monthly media budget of $250 applies.

The Hotel shall select one or more pricing models at the time of execution of this Agreement.

3.3 The Platforms available for activation under this Agreement include, but are not limited to:

• (a) Trivago
• (b) TripAdvisor
• (c) Skyscanner
• (d) Google Hotel Ads (including Google Free Booking Links)

The Hotel shall select the specific Platforms to be activated at the time of execution of this Agreement. Additional Platforms may be activated or deactivated upon mutual written agreement during the Service Term.

3.4 Hotel Linkage shall be responsible for the technical integration, campaign setup, and ongoing management of The Hotel's MetaSearch presence on the selected Platforms. This includes, but is not limited to, rate feed connectivity, campaign configuration, and performance monitoring.

3.5 The Hotel acknowledges and agrees that MetaSearch distribution is designed to enhance The Hotel's online visibility and direct booking potential. However, Hotel Linkage makes no representation, warranty, or guarantee regarding any specific level of bookings, revenue, occupancy, or return on investment resulting from the use of MetaSearch services. Various external factors, including but not limited to The Hotel's pricing strategy, market conditions, guest satisfaction, competitive landscape, and the operational decisions of third-party Platforms, may affect MetaSearch performance. The Hotel agrees that unchanged or reduced booking volumes shall not be construed as a breach of obligation on the part of Hotel Linkage.

3.6 The MetaSearch services provided under this Agreement are independent of and separate from any other products or services that The Hotel may have procured or may procure from Hotel Linkage. This Agreement shall be construed as a standalone contract and does not require the existence of any other agreement between the Parties. In the event that The Hotel is also a party to a master service agreement or any other agreement with Hotel Linkage, the terms of this Agreement shall govern exclusively with respect to MetaSearch services. In the event of any conflict between this Agreement and any other agreement between the Parties regarding MetaSearch services, the terms of this Agreement shall prevail.

4.1 CPA Commission Structure. For MetaSearch services provided under the CPA model, The Hotel shall pay the applicable Platform Commission for each confirmed booking that is attributed to a MetaSearch Platform. Commission rates and calculation bases for each CPA Platform are as follows:

The Commission rates specified above represent the minimum applicable rates. Actual Commission rates may be higher depending on the specific terms, bidding parameters, or competitive conditions established by the respective Platform. Hotel Linkage shall inform The Hotel of any applicable rate changes as they become known.

4.2 CPC Cost Structure. For MetaSearch services provided under the CPC model, The Hotel shall maintain a minimum monthly media budget of $250 (two hundred fifty US dollars) per activated CPC channel. Hotel Linkage shall collect the media budget from The Hotel and remit it to the respective MetaSearch Platforms on The Hotel's behalf. The actual cost per click is determined by the respective Platform's auction or bidding system and may vary. CPC costs are incurred regardless of whether clicks result in bookings.

4.3 T.ROAS Cost Structure. For MetaSearch services provided under the T.ROAS model (available exclusively for Google Hotel Ads), The Hotel shall maintain a minimum monthly media budget of $250 (two hundred fifty US dollars). Hotel Linkage shall collect the media budget from The Hotel and remit it to Google on The Hotel's behalf. Google's automated bidding system determines actual costs based on the target return on ad spend parameters.

4.4 Google Free Booking Links provide organic (unpaid) visibility on Google Hotel Ads search results. No Commission is charged for bookings generated through Google Free Booking Links. The availability and terms of Google Free Booking Links are determined solely by Google and are subject to change at any time without notice from Hotel Linkage.

4.5 Hotel Linkage operates in a billing and remittance capacity with respect to Platform Commissions and media budgets. Hotel Linkage shall issue consolidated invoices to The Hotel covering all Platform Commissions, media budgets, Management Fees, and Platform Maintenance Fees. Upon receipt of payment from The Hotel, Hotel Linkage shall remit the applicable Platform Commission and media budget amounts to the respective third-party MetaSearch Platforms. The Hotel acknowledges that the Commission and media budget obligations arise from The Hotel's participation in the MetaSearch ecosystem and that Hotel Linkage's role in this process is limited to consolidated billing and pass-through remittance. Nothing in this Article shall be construed as establishing an agency, fiduciary, or trust relationship between Hotel Linkage and The Hotel with respect to Commission or media budget payments.

4.6 CPA Commission charges are calculated per individual booking based on the applicable Gross Price or Net Price at the time of checkout, as adjusted for any modifications, partial cancellations, or no-shows that have been properly reported and reflected in the Extranet in accordance with Article 8 of this Agreement. CPC and T.ROAS media budget charges are incurred on a monthly basis regardless of booking activity.

4A.1 In addition to the Commission, media budget, and Management Fee obligations specified in Articles 4 and 6, The Hotel shall pay a mandatory Platform Maintenance Fee of $29 (twenty-nine US dollars) per month, per property. This fee shall be billed annually (twelve months in advance) and is non-refundable.

4A.2 The Platform Maintenance Fee covers the costs of platform infrastructure, technical connectivity, system maintenance, and ongoing operational support required to maintain The Hotel's MetaSearch presence. This fee applies regardless of the pricing model(s) selected by The Hotel and regardless of booking activity or campaign performance.

4A.3 The Platform Maintenance Fee shall commence on the Date of Commencement and shall be invoiced separately or in conjunction with the first monthly invoice, at Hotel Linkage's discretion. Upon renewal of this Agreement, the Platform Maintenance Fee shall be invoiced annually for each successive year.

5.1 The Hotel acknowledges and expressly agrees that, under the CPA model, MetaSearch Platforms operate independently of one another with respect to Attribution. A single booking may be attributed to multiple MetaSearch Platforms based on each Platform's independent tracking and attribution methodology. Each such Attribution shall generate a separate and independent Commission obligation. Cumulative Attribution applies to the CPA model; CPC charges are incurred per click regardless of attribution.

5.2 By way of illustration and not limitation: if a prospective guest clicks on The Hotel's listing on Trivago on Day 1, subsequently clicks on The Hotel's listing on TripAdvisor on Day 5, and completes a booking on Day 7, both Trivago and TripAdvisor may attribute that booking to their respective Platforms. In such a scenario, The Hotel would owe a Commission to Trivago (minimum 10% of Gross Price) and a separate Commission to TripAdvisor (minimum 10% of Gross Price), resulting in a total Platform Commission of at least 20% for that single booking.

5.3 Cumulative Attribution is a fundamental and inherent characteristic of the MetaSearch distribution ecosystem. Hotel Linkage does not control, determine, or have the ability to override the attribution decisions made by third-party Platforms. The Hotel expressly acknowledges its understanding of Cumulative Attribution and accepts all Commission obligations arising therefrom.

5.4 The Hotel further acknowledges that attribution windows (the period during which a Platform may attribute a booking to a prior click or interaction) vary by Platform and may be modified by the respective Platform at any time. Hotel Linkage shall not be liable for any Commission charges resulting from Platform-determined attribution windows.

6.1 In consideration of the MetaSearch distribution services provided under this Agreement, The Hotel shall pay Hotel Linkage a Management Fee based on the pricing model(s) selected:

• (a) CPA Model: Management Fee of 1.8% (one point eight percent) of the Gross Price of each confirmed booking attributed to any CPA MetaSearch Platform.
• (b) CPC Model: Management Fee of 11% (eleven percent) of the actual booking revenue generated through CPC MetaSearch campaigns. This higher rate reflects the additional campaign optimization, bid management, and performance monitoring required for click-based campaigns.
• (c) T.ROAS Model: Management Fee of 1.8% (one point eight percent) of the actual booking revenue generated through T.ROAS MetaSearch campaigns.

6.2 The Management Fee is separate from and in addition to the Platform Commissions and media budgets specified in Article 4, and the Platform Maintenance Fee specified in Article 4A. The Management Fee compensates Hotel Linkage for the provision, technical integration, campaign management, performance optimization, reconciliation, and ongoing operational support of The Hotel's MetaSearch distribution.

6.3 The Management Fee shall be calculated on the Gross Price of bookings as adjusted for modifications, cancellations, and no-shows that have been properly reported and reflected in the Extranet in accordance with Article 8.

6.4 The Management Fee shall be invoiced monthly in conjunction with Platform Commissions, as described in Article 7.

7.1 Hotel Linkage shall issue monthly invoices to The Hotel for all Platform Commissions and Management Fees accrued during the preceding billing period. The billing period is based on Checkout Dates: each monthly invoice shall include all attributed bookings with Checkout Dates falling within the applicable calendar month.

7.2 Invoices are due and payable within fifteen (15) calendar days of the invoice date. Payment shall be made in the currency specified on the invoice via bank transfer, credit card, or such other payment method as may be agreed upon by the Parties.

7.3 Hotel Linkage collects all Platform Commissions and Management Fees from The Hotel and remits the applicable Platform Commission amounts to the respective MetaSearch Platforms on The Hotel's behalf. The Hotel acknowledges that timely payment to Hotel Linkage is essential for the continued operation of MetaSearch campaigns, as non-payment may result in the suspension or termination of The Hotel's campaigns by the respective Platforms.

7.4 In the event that The Hotel fails to pay any invoice within the period specified in Article 7.2, Hotel Linkage shall issue a written notice of non-payment. If the outstanding amount remains unpaid for seven (7) business days following such notice, Hotel Linkage reserves the right, in addition to any other remedies available under this Agreement or at law, to:

• (a) Suspend The Hotel's MetaSearch campaigns on all or any Platforms without further notice;
• (b) Charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the original due date;
• (c) Recover all reasonable costs of collection, including legal fees.

7.5 Unless otherwise stated, all fees and charges under this Agreement are exclusive of any taxes, levies, duties, or similar governmental assessments, including but not limited to value-added tax, sales tax, withholding tax, or any other applicable taxes assessable by any local, national, or international jurisdiction (collectively, "Taxes"). The Hotel is responsible for the payment of all such Taxes. Hotel Linkage shall invoice The Hotel for applicable Taxes where Hotel Linkage has a legal obligation to do so, and The Hotel agrees to pay such Taxes as invoiced. All types of expenses such as VAT, stamp tax, and miscellaneous expenses arising from this Agreement shall be borne by The Hotel.

7.6 Platform billing cycles, reconciliation windows, and finalization timelines are determined by the respective MetaSearch Platforms and may vary from Platform to Platform. Hotel Linkage shall align its invoicing with the applicable Platform billing cycles to the extent commercially practicable. The Hotel acknowledges that Platform billing cycles are outside the control of Hotel Linkage and may be modified by the respective Platform at any time.

7.7 All charges under this Agreement are non-refundable once invoiced, except in the case of demonstrated billing errors that are reported and verified in accordance with Article 8. In the event of early termination of this Agreement, The Hotel remains liable for all fees accrued or invoiced prior to the effective date of termination.

8.1 The Hotel and Hotel Linkage shall engage in a monthly Reconciliation process to verify the accuracy of booking data, Attribution, and Commission amounts for each billing period. The Reconciliation process is essential for ensuring billing accuracy and is a material obligation of The Hotel under this Agreement.

8.2 The Hotel shall be responsible for the following Reconciliation obligations:

8.3 Discrepancies that are not reported by the fifth (5th) calendar day deadline specified in Article 8.2(b) shall be deemed accepted by The Hotel, and the corresponding Commission amounts shall be final and non-disputable, except to the limited extent provided in Article 8.2(c). Hotel Linkage shall not be obligated to investigate, accept, or adjust any billing matter that is reported after the fifth (5th) calendar day, and any acceptance of a late report under Article 8.2(c) shall be at Hotel Linkage's sole and absolute discretion. Under no circumstances shall any discrepancy report be accepted after the expiration of the thirty (30) calendar day outer limit.

8.4 Hotel Linkage shall provide The Hotel with monthly reports summarizing the attributed bookings, Commission calculations, and Management Fee amounts for the applicable billing period. Such reports shall be provided in a commercially reasonable timeframe following the close of the billing period.

8.5 In the event that a confirmed billing error is identified and reported within the applicable reporting window, Hotel Linkage shall issue a credit or adjustment on the next monthly invoice. Billing adjustments shall not result in cash refunds unless otherwise agreed in writing.

9.1 The Hotel acknowledges and agrees that the MetaSearch ecosystem is operated by independent third-party Platforms (including Trivago, TripAdvisor, Skyscanner, and Google) over which Hotel Linkage has no ownership, control, or influence. These Platforms may, at their sole discretion and without prior notice, modify their operational rules, billing methodologies, commission rates, attribution windows, reconciliation procedures, technical requirements, display algorithms, and any other terms or conditions governing participation in their respective programs.

9.2 Any changes imposed by third-party Platforms shall apply automatically to The Hotel's MetaSearch campaigns and to the terms of this Agreement to the extent necessary to maintain compliance with such Platform requirements. Such changes shall take effect as of the date specified by the respective Platform, regardless of whether The Hotel has been individually notified.

9.3 Hotel Linkage shall use commercially reasonable efforts to notify The Hotel of material changes to Platform rules, commission rates, or billing methodologies as soon as such changes become known to Hotel Linkage. However, Hotel Linkage's obligation is limited to notification; Hotel Linkage does not warrant the completeness, timeliness, or accuracy of Platform communications, and Hotel Linkage shall not be liable for any failure or delay in notification.

9.4 The Hotel expressly acknowledges that participation in the MetaSearch ecosystem inherently involves exposure to unilateral Platform changes. The Hotel agrees that Hotel Linkage shall bear no liability for any costs, Commission increases, revenue impacts, or other consequences arising from changes imposed by third-party Platforms.

10.1 The Hotel shall maintain accurate, complete, and current pricing and availability information in the Booking Engine at all times. Inaccurate pricing or availability data may result in incorrect MetaSearch listings, guest dissatisfaction, and Platform penalties, for which Hotel Linkage shall bear no responsibility.

10.2 The Hotel shall update all reservation statuses in the Extranet promptly and accurately, including but not limited to cancellations, modifications, no-shows, and date or rate changes. Failure to maintain accurate Extranet records may result in overbilling, reconciliation disputes, and inaccurate Platform reporting. The Hotel acknowledges that the Extranet is the authoritative source for all booking status information.

10.3 The Hotel shall report all billing discrepancies, disputes, and corrections to Hotel Linkage in accordance with the timelines and procedures set forth in Article 8. Failure to report discrepancies within the applicable deadlines shall result in the forfeiture of The Hotel's right to dispute the corresponding charges.

10.4 The Hotel shall ensure that its staff, including but not limited to front desk, reservations, and call center personnel, are aware of the MetaSearch service and its attribution mechanics. In particular, The Hotel shall instruct its call center and reservations staff to exercise caution when accessing MetaSearch Platforms (such as Trivago, TripAdvisor, or similar comparison websites) for the purpose of price checking or competitive analysis. Clicks on these Platforms may deposit tracking cookies or generate attribution events that could cause subsequent bookings to be attributed to the MetaSearch channel, resulting in Commission charges. Hotel Linkage shall not be liable for any Commission charges arising from The Hotel's own staff interactions with MetaSearch Platforms.

10.5 The Hotel shall not take any action intended to artificially inflate, manipulate, suppress, or interfere with MetaSearch Attribution, including but not limited to click fraud, cookie manipulation, or the use of automated tools to generate false impressions or clicks.

10.6 The Hotel shall provide Hotel Linkage with accurate, complete, and current hotel information as may be required for Platform listings, including but not limited to property descriptions, images, amenities, policies, and contact information. The Hotel is solely responsible for the accuracy and completeness of all information provided.

10.7 The Hotel shall comply with all applicable laws, regulations, and industry standards in connection with its participation in MetaSearch services, including but not limited to consumer protection laws, pricing transparency requirements, and data protection regulations.

11.1 This Agreement shall commence on the Date of Commencement and shall continue for an initial term of one (1) year (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal at least sixty (60) calendar days prior to the expiration of the then-current term. Written notice submitted less than sixty (60) calendar days before expiration shall be deemed ineffective for the current expiration date, and the Agreement shall renew for an additional Renewal Term; such notice shall, however, remain valid for the subsequent expiration date.

11.2 Hotel Linkage may terminate this Agreement effective upon seven (7) business days' written notice to The Hotel, without liability or any obligation to pay compensation, under any of the following circumstances:

• (a) The Hotel materially breaches any obligation under this Agreement, including but not limited to the Reconciliation obligations set forth in Article 8 and the Hotel Obligations set forth in Article 10;
• (b) Fees specified in this Agreement remain unpaid seven (7) business days after Hotel Linkage's written notice of non-payment;
• (c) The Hotel becomes objectively unable to perform its obligations under this Agreement;
• (d) The Hotel engages in fraudulent, deceptive, or illegal conduct in connection with MetaSearch services.

11.3 Hotel Linkage may terminate this Agreement with immediate effect, without any obligation of compensation, under the following circumstances:

• (a) The Hotel declares bankruptcy or seeks court injunction in this regard;
• (b) The Hotel is subject to any execution or bankruptcy proceedings initiated by third parties;
• (c) The Hotel suspends payments;
• (d) The Hotel becomes insolvent;
• (e) The Hotel merges with or is acquired by another company, or experiences any change in control of shareholding structure and/or shareholders, wholly or partially, which renders the continuation of the Agreement impossible;
• (f) The Hotel transfers its assets, either partially or in full.

11.4 Neither Party may terminate this Agreement for convenience during the Initial Term or any Renewal Term. The sole mechanism for ending this Agreement at term expiration is the non-renewal notice described in Article 11.1. This restriction does not limit either Party's termination rights for cause under Articles 11.2, 11.3, or 11.5, or the consequences of early termination under Article 11.7.

11.5 The Hotel may terminate this Agreement with immediate effect, without any obligation of compensation, in the event of:

• (a) HL Grup Bilgi Sistemleri Reklam ve Danismanlik Sanayi ve Ticaret A.S. losing the right to represent Hotel Linkage Inc. for any reason;
• (b) A significant breach by Hotel Linkage of any material obligation arising out of this Agreement, which could not be rectified within a reasonable time following written notice from The Hotel;
• (c) Hotel Linkage's MetaSearch services remaining inaccessible for more than thirty-six (36) hours, commencing from the time of The Hotel's written warning, due to defects, negligence, or similar reasons attributable to Hotel Linkage (excluding Platform downtime or interruptions caused by third-party Platforms);
• (d) Hotel Linkage declares bankruptcy or requests any injunction from the court in these regards.

11.6 Upon termination of this Agreement by either Party for any reason, Hotel Linkage retains the right to receive all Commissions and Management Fees accrued or due in connection with bookings attributed to MetaSearch Platforms prior to the effective date of termination, including bookings with future Checkout Dates that were confirmed prior to termination. The Hotel remains liable for all fees invoiced prior to termination and for all Commissions arising from bookings attributed during the Service Term, regardless of when the corresponding Checkout Date occurs.

11.7 In the case where The Hotel terminates this Agreement before the expiration of the then-current term without valid cause (as defined in Article 11.5), or prevents Hotel Linkage from providing MetaSearch services within the scope of this Agreement, The Hotel shall pay Hotel Linkage an early termination fee calculated as follows: the average monthly Management Fee and Platform Commissions invoiced to The Hotel during the three (3) calendar months immediately preceding the termination date (or, if fewer than three months of invoicing history exist, the average of all available months), multiplied by the number of full months remaining in the then-current term. This early termination fee shall be due and payable within forty-five (45) calendar days of the effective termination date. The Parties acknowledge that this fee represents a reasonable pre-estimate of Hotel Linkage's losses arising from early termination and is not a penalty. Hotel Linkage reserves the right to seek additional damages to the extent that actual losses exceed the early termination fee calculated hereunder.

11.8 Upon termination, Hotel Linkage shall deactivate The Hotel's MetaSearch campaigns on all Platforms within a commercially reasonable timeframe. The Hotel acknowledges that some Platforms may continue to display The Hotel's listings for a limited period following deactivation due to caching, indexing, or other technical processes outside Hotel Linkage's control. Hotel Linkage shall not be liable for any Attribution or Commission charges arising from such residual Platform activity after the effective termination date.

12.1 Hotel Linkage provides MetaSearch distribution services as described in this Agreement. Hotel Linkage does not represent, warrant, or guarantee any particular outcome, result, level of bookings, revenue, occupancy, visibility, or return on investment from the use of MetaSearch services. The Hotel agrees that its use of MetaSearch services is at its own risk and discretion.

12.2 Hotel Linkage shall not be liable for any costs, losses, damages, or expenses arising from or in connection with:

• (a) Platform Commissions, billing, attribution decisions, or operational actions taken by third-party MetaSearch Platforms;
• (b) Changes to Platform rules, commission rates, attribution windows, billing methodologies, or other terms imposed by third-party Platforms;
• (c) Downtime, unavailability, or performance degradation of third-party Platforms;
• (d) The accuracy or inaccuracy of Attribution determinations made by third-party Platforms;
• (e) The Hotel's own pricing, availability, or competitive positioning decisions;
• (f) Actions or omissions by The Hotel's staff that result in Commission charges, including but not limited to MetaSearch clicks made by The Hotel's own personnel;
• (g) Guest behavior, booking patterns, cancellations, or no-shows;
• (h) Market conditions, competitive dynamics, or seasonal fluctuations affecting MetaSearch performance.

12.3 In no event shall Hotel Linkage be liable to The Hotel for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of data, or cost of procurement of substitute services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and regardless of whether Hotel Linkage has been advised of the possibility of such damages.

12.4 To the maximum extent permitted by applicable law, Hotel Linkage's total aggregate liability to The Hotel under this Agreement, for any and all claims arising out of or in connection with the MetaSearch services provided hereunder, shall not exceed the total Management Fees actually paid by The Hotel to Hotel Linkage during the twelve (12) month period immediately preceding the date on which the claim arose. This limitation applies to all causes of action in the aggregate, including but not limited to breach of contract, negligence, and any other legal or equitable theory.

12.5 The Hotel acknowledges that MetaSearch distribution involves third-party Platforms and technologies over which Hotel Linkage has no control, and that the limitations of liability set forth in this Article 12 are a fair and reasonable allocation of risk between the Parties and form an essential basis of the bargain between the Parties.

13.1 Each Party (the "Receiving Party") agrees to protect the Confidential Information of the other Party (the "Disclosing Party") with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care. "Confidential Information" means all legal, technical, statistical, electronic, financial, and commercial information and documents disclosed by one Party to the other in connection with this Agreement, regardless of whether such information constitutes a trade secret, including but not limited to commission rates, fee structures, billing data, business strategies, customer lists, technical methodologies, and operational procedures.

13.2 The Receiving Party shall not disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party, except:

• (a) To the extent required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permissible) to enable the Disclosing Party to seek appropriate protective measures;
• (b) To the Receiving Party's employees, agents, or professional advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

13.3 The obligations of confidentiality under this Article 13 shall survive the termination or expiration of this Agreement for a period of five (5) years. Notwithstanding the foregoing, the obligation to protect trade secrets shall continue indefinitely for so long as such information retains its character as a trade secret under applicable law.

13.4 The prohibition against disclosure of Confidential Information is not limited to the duration of this Agreement and shall continue following the termination or withdrawal from this Agreement as specified in Article 13.3. The Party that discloses trade secrets or Confidential Information to a third party in breach of this Article shall compensate the other Party for any damages arising from such disclosure.

14.1 The Parties acknowledge that the performance of MetaSearch services under this Agreement may involve the processing of personal data of hotel guests, including but not limited to names, email addresses, booking details, and travel dates. The Parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the Turkish Personal Data Protection Law No. 6698 ("KVKK"), as applicable.

14.2 For the purposes of applicable data protection legislation, The Hotel shall act as the Data Controller and Hotel Linkage shall act as the Data Processor with respect to guest personal data processed in connection with MetaSearch services.

14.3 Hotel Linkage shall process personal data only for the purposes of providing MetaSearch services as described in this Agreement, including but not limited to:

• (a) Attribution verification and Commission calculation;
• (b) Reconciliation of booking data;
• (c) Generation of performance reports;
• (d) Communication with The Hotel regarding MetaSearch services.

14.4 Hotel Linkage shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing, in accordance with the requirements of applicable data protection legislation.

14.5 Hotel Linkage shall not transfer personal data to any third party except as necessary for the provision of MetaSearch services or as required by applicable law. Any such transfer shall comply with the requirements of applicable data protection legislation regarding international data transfers.

14.6 Upon termination of this Agreement, Hotel Linkage shall, at The Hotel's election, return or delete all personal data processed in connection with this Agreement, except to the extent that Hotel Linkage is required by applicable law to retain such data.

14.7 This Article 14 constitutes the complete data protection terms between the Parties with respect to MetaSearch services. In the event that The Hotel is also a party to a master service agreement with Hotel Linkage that contains data protection provisions, the following hierarchy shall apply: (a) for matters specific to MetaSearch services, this Article 14 shall govern; (b) for general data protection matters not specifically addressed in this Article 14, the data protection terms of the master agreement shall apply to the extent they provide greater protection to data subjects. For the avoidance of doubt, this hierarchy does not alter the standalone nature of this Agreement as established in Article 3.6.

15.1 The Parties have agreed that Hotel Linkage has the right to assign all of its rights and obligations arising from this Agreement to HL Grup Bilgi Sistemleri Reklam ve Danismanlik Sanayi ve Ticaret A.S. Such assignment shall be effective upon written notice to The Hotel and shall not require The Hotel's consent. Upon such assignment, all references to "Hotel Linkage" in this Agreement shall be deemed to refer to HL Grup Bilgi Sistemleri Reklam ve Danismanlik Sanayi ve Ticaret A.S., and all rights and obligations of Hotel Linkage hereunder shall be fully assumed by the assignee.

15.2 Except as provided in Article 15.1, this Agreement may not be assigned or transferred by either Party to any third party without the prior written consent of the other Party. Any purported assignment in violation of this Article shall be null and void.

16.1 The interpretation, application, and enforcement of this Agreement shall be governed by the laws of the Republic of Turkey.

16.2 In the event of any dispute, controversy, or claim arising from, related to, or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, the jurisdiction of Istanbul (Caglayan) Courts and Execution Offices is recognized by both Parties as the exclusive forum for resolution.

17.1 This Agreement may be acknowledged electronically by both Parties. Electronic acknowledgment — whether applied through a digital signature pad, typed signature, or other electronic means — records each Party's intent to proceed with the terms of this Agreement, but does not by itself constitute full legal execution of this Agreement.

17.2 Full legal execution of this Agreement requires physical signature with company stamp by both Parties. The Hotel shall print, sign, apply company stamp, and return the physically executed copy to Hotel Linkage at contracting@hotellinkage.com within fifteen (15) calendar days of the electronic acknowledgment. The combination of electronic acknowledgment and subsequent physical signature with company stamp constitutes the complete and final execution of this Agreement.

17.3 Unsigned or unstamped documents shall not be considered fully executed and may, at Hotel Linkage's sole discretion, result in the suspension or non-activation of MetaSearch services until physical execution is completed.

17.4 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

18.1 Entire Agreement. This Agreement, together with the MetaSearch Service Terms published at https://metasearch.hotellinkage.com/terms/v1.0.html (the "Service Terms Page"), encompasses the entire understanding between the Parties with regard to the subject matter hereof. The Service Terms Page is incorporated herein by reference and forms an integral part of this Agreement. In the event of any conflict between this Agreement and the Service Terms Page, the terms of this Agreement shall prevail. Neither Party has entered into this Agreement in reliance upon any prior or contemporaneous statement, promise, or representation (whether innocent or negligent) made by the other Party that is not expressly included in this Agreement. All such prior and contemporaneous statements, promises, and representations are excluded to the fullest extent permitted by law. However, neither Party limits or excludes its liability for fraudulent misrepresentation.

18.2 Survival. Any provision of this Agreement intended by its nature to survive the expiration or termination of the Agreement shall continue in full force subsequent to such termination or expiration, including but not limited to the provisions relating to payment obligations (Article 7), confidentiality (Article 13), data protection (Article 14), limitation of liability (Article 12), and dispute resolution (Article 16).

18.3 Severability. The invalidity of a specific clause of this Agreement shall not necessitate the invalidity of the entire Agreement unless such clause is deemed substantial — that is, of such importance that the Parties (or the Party benefiting from such clause) would not have entered into the Agreement had they known the clause would not be valid. In the event of partial invalidity, the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic and legal intent of the invalid provision.

18.4 Amendments. No addition, modification, or amendment to this Agreement shall be considered valid unless made in writing and signed by both Parties. Nevertheless, a Party's conduct may prevent it from asserting the invalidity of additions or modifications not made in writing if the other Party has relied on such conduct.

18.5 Non-Transferability. Except as expressly provided in Article 15, this Agreement cannot be transferred to any third party or establishment by The Hotel without the prior written consent of Hotel Linkage.

18.6 Force Majeure. Should either Party become unable to fulfill its obligations under this Agreement due to an event that is both unavoidable and beyond the control of the non-performing Party (including, but not limited to, judicial or governmental decrees, regulations or other directions, communication line failures, power failures, labor strikes, cyber attacks, pandemic events, or any natural disaster or act of God), hereinafter referred to as "Force Majeure," the impacted Party shall immediately inform the other Party via written notice and take all necessary steps to resume performance as promptly as possible. Upon receipt of such notice, the respective obligations of the Parties under this Agreement will be immediately suspended. If the non-performing Party has been unable to resume performance within thirty (30) days of the commencement of the Force Majeure, either Party may terminate this Agreement by giving written notice to the other Party, without incurring any obligation or liability for compensation or any other responsibility to the other Party whatsoever.

18.7 Taxes. All types of expenses such as VAT, stamp tax, and miscellaneous expenses arising from or in connection with this Agreement shall be borne by The Hotel, as further specified in Article 7.5.

18.8 Notices. The Parties accept the mailing addresses and email addresses defined in Article 1 of this Agreement as the means for all forms of communication. In case of changes to the address or email defined in Article 1 for either Party, the changing Party must notify the other Party within thirty (30) days either via email or in writing. Failure to do so will deem all notifications and notices made through the means of communication stated in this Agreement as validly delivered.

18.9 Language. The language of this Agreement is English. In the event that this Agreement is translated into any other language, the English version shall prevail in the event of any conflict or discrepancy.

18.10 Independent Contractor. The relationship between Hotel Linkage and The Hotel is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

18.11 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the waiving Party.

18.12 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.