This set of OpenTable Standard Affiliate Partner Terms and Conditions (“Agreement”) is entered into by and between OpenTable, Inc. or one of its affiliated companies as identified below (“OpenTable”), and the entity applying to become an affiliate partner of OpenTable (“Partner”). The OpenTable company that is entering into this Agreement with Partner depends on the designated Territory (as defined below) as follows:

• United States, Canada, Mexico or World-Wide. OpenTable, Inc., 1 Montgomery St., Suite 500, San Francisco, CA 94104 U.S.A.
• United Kingdom, Ireland, and other member countries of the European Union (except Germany). OpenTable International Limited, Alphabeta Building, 14-18 Finsbury Square, London EC2A 1AH.
• Japan. OpenTable Kabushiki Kaisha, 3-59-4 Sendagaya, Shibuya-ku, Tokyo, 151-0051.
• Germany. OpenTable GmbH, Zeil 109, Frankfurt 60313.
• Australia. Analytical Systems Pty Ltd trading as OpenTable Australia, ABN 82 006 137 908, Corporate One – Bell City, Level 5, 84 Hotham Street, Preston, Victoria 3072

The term “Territory” as used herein shall be defined as the country identified by Partner in the affiliate partner application process that it seeks to Link to restaurants located therein (such field currently being designated the “Country of Restaurants to Access”).

1. Agreement. OpenTable owns and operates an online reservation network that enables users to make reservations at certain restaurants (“OpenTable Client Restaurant”) through the properties of OpenTable or its affiliated companies, including without limitation, the website(s) located at www.opentable.com (or other URLs as OpenTable may provide from time to time) and all related mobile websites and applications (collectively, the “OpenTable Website”). Partner maintains a website at the URL provided in the “Partner Website” field in the affiliate partner application (collectively, with any related mobile site and applications, the “Partner Website”), and wishes to provide links from the Partner Website to the OpenTable Website (the “Links”). This Agreement contains the standard terms and conditions applicable to Partner’s use of such Links.

2. Placement and Format of Links and OpenTable Content. In the event that the Partner offers or otherwise makes available the Links on the Partner Website to the OpenTable Website, Partner agrees:

• i. to only place the Links on the Partner Website for use with restaurants located within the Territory, and such other locations the parties mutually agreed upon in writing;
• ii. to include branding of OpenTable on the Partner Website, right next to or in close proximity to the Links, and as otherwise mutually agreed between parties;
• iii. to the extent there are other booking functions or options for the restaurant displayed on the Partner Website, Partner will display the Links equal or more prominently than such other booking function or option, including without limitation, the phone number and website the restaurant; and
• iv. to update and maintain the Links, add new Links pertaining to new OpenTable Client Restaurants and delete Links that are no longer active, in each case, using current and accurate information as provided by OpenTable to Partner from time to time, and to update, add and/or delete such Links within seven (7) days following OpenTable providing the applicable updates.
• v. with respect to OpenTable Client Restaurants, to only display the Links to the OpenTable Website for the OpenTable Client Restaurants and not link to or otherwise make accessible through the Partner Website any other Reservation Services for such OpenTable Client Restaurants. “Reservation Service” means any service, software, feature or functionality that enables or facilitates the making of restaurant reservations by users. “OpenTable Client Restaurant” means any restaurant reservable on the OpenTable Website.

The parties may mutually agree in writing on additional types of Links or additional placements of the Links on the Partner Website.

3. License Grant; Use of Marks and Content. OpenTable hereby grants to Partner, during the term of this Agreement, a nonexclusive, non-transferable, revocable license to use, reproduce, publicly display, and publish the OpenTable Marks and OpenTable Content solely for the purpose of creating Links from the Partner Website to the OpenTable Website. Any use of the OpenTable Marks and OpenTable Content by Partner must comply with any reasonable usage guidelines communicated by OpenTable to Partner from time to time. To the extent Partner displays OpenTable Content on the Partner Website, Partner shall attribute that content to OpenTable by including the phrase “Powered by OpenTable” or mutually agreeable language, and will include OpenTable branding in accordance with OpenTable branding guidelines provided from time-to-time. Partner agrees not to use or exploit any of the OpenTable Marks or OpenTable Content, except in such form as OpenTable may consent to. Partner further agrees not to use the OpenTable Marks or OpenTable Content in a false, competitively adverse, or poor light. Partner agrees to display OpenTable’s trademark and copyright notices or legends when using the OpenTable Marks or OpenTable Content. OpenTable reserves all right, title, and interest in and to the OpenTable Marks and OpenTable Content, along with any intellectual property rights associated with any of the foregoing, and no title or ownership of any of the foregoing is transferred to Partner or any other entity or person under this Agreement. For purposes of this Agreement, “OpenTable Marks” mean trademarks, service marks, trade names, logos or other source identifiers owned by OpenTable.

4. Representations and Warranties. Partner hereby represents and warrants to OpenTable that: (a) it has the right, power, and authority to enter into this Agreement and perform its obligations as set forth herein; (b) it is under no obligation or restriction that does or would interfere or conflict with its obligations under this Agreement, nor will it assume any such obligation or restriction; and (c) the information provided by Partner in connection with the affiliate partner application and approval process and this Agreement is true, correct, and complete.

5. Covenants. Partner hereby covenants and agrees that: (a) Partner shall comply with OpenTable’s privacy policy as in effect from time to time; (b) the Partner Website shall not be operated in violation of any applicable federal, state or local law, rule or regulation; (c) the content included on the Partner Website, as well as the operation of the Partner Website, will not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene; (d) if any of the information provided in the affiliate partner application and approval process changes at any time, Partner will notify OpenTable; and (e) the Partner Website shall not publish, display, link to, sell or otherwise distribute any of the Prohibited Content, and Partner will remove any such Prohibited Content as soon as Partner becomes aware, or is made aware, of such Prohibited Content. For purposes of this Agreement, “Prohibited Content” means any material, including textual, audio or video material, which contains or promotes the following content:(i) death and tragedy; (ii) juvenile or vulgar content; (iii) profanity and rough language; (iv) nudity, sexual or suggestive content; (v) violence; (vi) use of firearms; (vii) error pages; (viii) parked domains; (ix) offerwalls; or (x) “fake news” or other defamatory or libelous content.

6. Fees. If applicable, fees are described in each Invoice (as defined herein). Unless the Invoice provides otherwise, all fees are due within 30 days of the Invoice date. All recurring fees are billed monthly in arrears. Unless otherwise permitted or required by OpenTable (e.g., following any declined payment), Partner will make payment by either ACH/direct debit or credit card, pursuant to the payment instructions provided by Partner to OpenTable in the form requested by OpenTable. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less, computed and compounded daily from the date due until the date paid. “Invoice” means each executed invoice or payment form referencing this Agreement.

7. Term and Termination. The term of this Agreement shall begin on the date that Partner clicks to accept this Agreement, or accesses, downloads or uses the OpenTable Content, Links or otherwise enables access to the OpenTable Website and shall continue until terminated as provided herein. OpenTable may terminate this Agreement or modify the permission granted herein at any time upon written notice to Partner. Partner may terminate this Agreement at any time upon thirty (30) days prior written notice to OpenTable. This Agreement shall terminate automatically if, at any time, Partner is in violation of this Agreement. Immediately upon the termination of the Agreement, Partner shall remove all Links to the OpenTable Website and cease all use of the OpenTable Marks and OpenTable Content. The provisions of Sections 4, 5, and 7 through 14 hereof shall survive termination of this Agreement.

8. Public Announcement. The timing and content of any advertisements, announcements, press releases or other promotional activity relating to this Agreement, and the use of each other's name or trademarks in such activities shall be subject to the prior approval of both parties.

9. Use of Data. Partner shall not have the right to use, publish, share, sell or otherwise distribute any data collected with respect to users of the Partner Website that relates to (i) their clicking on a Link; (ii) their use of OpenTable sites or services, or (iii) any information deemed proprietary by OpenTable.

10. Confidentiality. OpenTable and Partner hereby acknowledge that in the course of activities under this Agreement each of them may have access to confidential and proprietary information which relates to the other party’s technology, marketing and business (the “Confidential Information”). Confidential Information shall include the terms of this Agreement. Each party agrees to preserve and protect the confidentiality of the Confidential Information and to not use (except as provided for under the terms of this Agreement) or to disclose, or distribute any Confidential Information to any third party without the prior written consent of the other party; provided, however, that any party hereto may disclose to any other party any information which the receiving party demonstrates: (i) is or becomes generally known or available by publication, commercial use, or otherwise through no fault of a party; (ii) is discovered or created by the receiving party without reference to the Confidential Information, as shown in records of such party; (iii) is lawfully obtained (without restriction on disclosure) from a third party who has the right to make such disclosure; (iv) is released for publication by the disclosing party; or (v) otherwise learned through legitimate means, other than from a third party under confidentiality obligations. Each party may disclose Confidential Information of the other party (a) to its affiliates and its and its affiliates respective directors, officers, employees, authorized representatives, agents or advisors who are directly involved in negotiating or performing this Agreement and who are apprised of their obligations under this Section and directed by the receiving party to treat such information confidentially, or (b) to the extent required by law, regulation, stock exchange rule, subpoena or court order after providing the disclosing party with advance written notice if reasonably possible such that the disclosing party is afforded an opportunity to contest the disclosure or seek an appropriate protective order.

11. Disclaimer of Warranties. OPENTABLE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATURORY, WITH RESPECT TO THE OPENTABLE WEBSITE, OPENTABLE MARKS, OPENTABLE CONTENT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OpenTable obtains the content appearing on the OpenTable Website from sources that it considers reliable; however, neither OpenTable nor any of its vendors, affiliates nor partners warrant the accuracy or completeness of such content.

12. Limitation of Liability. IN NO EVENT SHALL OPENTABLE BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. Indemnity. Partner shall indemnify and hold harmless OpenTable, its affiliates, and their respective officers, directors, members, employees and agents (the “OpenTable Indemnities”) from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) any misrepresentation or breach of Partner’s representations and warranties set forth in this Agreement; and (b) any non-compliance by Partner with any covenants, agreements or undertakings of Partner contained in or made pursuant to this Agreement.

14. Governing Law, Jurisdiction. The governing law for this Agreement will be determined by the OpenTable company that Partner has entered into this Agreement with as follows:

• OpenTable, Inc. or OpenTable Kabushiki Kaisha - This Agreement will be governed by the laws of the United States and the laws of the State of California without regard to its conflicts of law provisions. Any claim or controversy arising out of or related to this Agreement shall be instituted in any state or federal court in San Francisco County, California. Each party agrees to submit to the jurisdiction of, and agrees that the venue is proper in, the aforesaid courts in any such legal action or proceeding.
• OpenTable International Limited - This Agreement shall be governed by and construed in accordance with the laws of England without giving effect to any conflict of law principles. The courts located in England will be the exclusive venue for any disputes under this Agreement, and the parties hereby consent to the personal jurisdiction of those courts for such purposes.
• OpenTable GmbH - This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Germany, without giving effect to principles of conflicts of law provisions. Both parties hereby consent to the personal jurisdiction of these courts, acknowledges that venue is proper in any court located in Germany, and waives any objection that such party has or may have in the future with respect to any of the foregoing.
• Analytical Systems Pty Ltd trading as OpenTable Australia - This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia and any courts having jurisdiction to hear appeals from any of those courts (including non-contractual disputes or claims) under this Agreement, and the parties hereby waive any right to object to any proceedings being brought in those courts.

15. Miscellaneous. This Agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements and understandings made and entered into by the parties prior to the date hereof. Partner may not assign this Agreement in whole or in part without the prior written consent of OpenTable, and any purported assignment in violation of this provision shall be null and void. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise, or other form of agreement or relationship than as expressly set forth herein. All notices required or permitted to be given under this Agreement will be deemed given (i) three business days after being deposited in the mail, first class, postage prepaid, (ii) upon delivery, if served personally or sent by any generally recognized overnight carrier, or (iii) upon transmission, if sent by e-mail during regular business hours (or on the next business day if after regular business hours). With respect to OpenTable, a copy of any notice shall be sent to the General Counsel at legal@opentable.com.

Version Date: 12 June 2017