Welcome to lastminuteroom.com (“Site”). Please read the following Terms of Use (“Terms”) carefully before using this Site so that you (“you” or “buyer”) are aware of your legal rights and obligations with respect to LastMinuteRoom Ltd., on behalf of itself and its affiliates, including LastMinuteRoom Inc. and LastMinuteRoom Ltd. (collectively, “LastMinuteRoom”, “we”, “our” or “us”). 1. 1. Background. The Site is intended to assist our users (the “Site Users”) to (a) buy and sell existing hotel reservations (“Used Reservations”); and (b) book new hotel reservations (“New Reservation”). Used Reservations and New Reservation are collectively referred to as “Hotel Reservation(s)”. Sellers of Used Reservations and New Reservation are collectively referred to as “Seller(s)”. 2. Consent and Modification. By visiting or using this Site, you signify your assent to these Terms. If you do not agree to these Terms then please do not access or otherwise use the Site. We reserve the right, at our discretion, to change these Terms at any time, such change will be effective 10 days following posting of the revised Terms, and your continued use of the Site means that you accept those changes. 3. Ability to Accept Terms. The Site is only intended for individuals aged 18 years or older. 4. Site Access. We hereby grant you permission to visit and use the Site, subject to your compliance with these Terms. 5. Restrictions. You shall not copy, distribute or modify any part of the Site without our prior written authorization; and/or make any speculative, false or fraudulent reservation or any reservation in anticipation of demand. 6. Account. In order to use some of the services of the Site, you may have to create an account (“Account”). You are solely responsible for the activity that occurs in your Account. As between you and LastMinuteRoom, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may contact us at lastminuteroom.web@gmail.com. 7. Payments 7.1. Payment. You agree to be responsible for paying any applicable taxes relating to your purchases of Hotel Reservations. You agree that all payments will be made to the Seller by LastMinuteRoom on your behalf, subject to your payment in full for the Hotel Reservation through our acceptable Payment Processor (as defined below). Except where noted otherwise, the price displayed with respect to a Hotel Reservation represents the price that a buyer will be required to pay, and you specifically acknowledge that such price may not later be modified or contested following your purchase. You agree to pay all charges incurred by you at the prices then in effect. LastMinuteRoom reserves the right to take a portion of that sum to recover its costs and expenses and reserves the right to make changes and modify the portion it decides to set aside to its own usage. For your information, any payments you make under this Site which are paid directly by your credit card (e.g., Visa and MasterCard) and not processed via Payment Processors (as defined below) will appear on your credit card statements under the name of “LastMinuteRoom”. 7.2. Contracting Entity. Notwithstanding the above: (i) in the event that Buyer is based in Europe, then such Buyer shall be deemed to be contracting with LastMinuteRoom Ltd. and any queries or disputes must be directed to LastMinuteRoom Ltd.; (ii) in the event that Buyer is based outside of Europe, then such Buyer shall be deemed to be contracting with LastMinuteRoom Inc. and any queries or disputes must be directed to LastMinuteRoom Inc. 7.3. Taxes. An estimated tax amount will be charged on each order. This amount is a recovery of the applicable transaction taxes LastMinuteRoom pays the hotel. These taxes include, without limitation, room tax, occupancy tax, sales and use tax and/or other similar taxes, and therefore, the actual tax paid to the hotel in connection with your reservation may vary from the tax recovery charge and also depending on the location of your hotel. LastMinuteRoom is under no obligation to account to you or refund you in this regard. The hotels are collecting and remitting taxes to the applicable taxing authorities and LastMinuteRoom is not associated with the hotels with this regard. 7.4. Additional Fees and Charges. An estimated amount will be charged to cover service and additional fees paid by LastMinuteRoom to the hotel in connection with your reservation. The additional fees may include mandatory hotel specific fees including, but not limited to, energy surcharge, housekeeping fees and resort fees. Additional fees may also include optional hotel fees, including, but not limited to, room service, phone calls, parking charges and movie rentals. Such charges will be paid by you directly to the hotel upon check-out. Please contact the hotel directly with any inquiries regarding such additional fees and charges. 8. Payment Processors. When you make a purchase through the Site, we use a third-party credit card processor, including without limitation PayPal, Inc. and/or Paytrek Limited (in which case the card payments and billing services are processed by Paytrek Limited (registered company number 9632371) incorporated in the United Kingdom with registered address 30 Crown Place, London, United Kingdom, EC2A 4ES, which website is provided by Prodo Travel Ltd.), to process your credit card purchases (“Payment Processor(s)”). Your billing information will be shared via secure (encrypted) means with a Payment Processor for the sole purpose of completing your order and stored by such Payment Processor. The Payment Processor’s privacy policy will apply to the information you provide on the Payment Processor’s website. We have no responsibility or liability for the services provided by such Payment Processor or for the Payment Processor’s acts or omissions. Please be aware that LastMinuteRoom currently uses PayPal, Inc., as a Payment Processor. By using the PayPal, Inc., payment processing services you hereby agree to the PayPal, Inc. Payment Services Agreement available at https://www.paypal.com/il/webapps/mpp/ua/useragreement-full. 9. Cancellation and No-Show Policy. Prior to purchasing a Hotel Reservation, please carefully review the price information, and all of the reservation information included and excluded in the offer. Cancellation and refund of New Reservations shall be governed by the cancellation and refund policy as are set forth throughout the purchasing process. The general cancellation and no-show policy is made available on our Site, during the purchasing procedure and in the confirmation email of your Hotel Reservation. You hereby acknowledge that in the event that no cancellation policy was set forth with respect to a New Reservation, there may be no refunds given in the event of cancelation or no-show. If you wish to request a refund, or if you have any other issues with respect to your Hotel Reservation, you should contact us at lastminuteroom.web@gmail.com, within 14 days from your check-out date. LastMinuteRoom reserves the right to cancel any reservation or sale of any other transaction that it reasonably believes to have been fraudulently made, including by unauthorized use of credit or debit cards. 10. Best Price Guarantee. If you find a better rate within 24 hours from the time of booking the Hotel Reservation on the Site (“Lower Rate Reservation”) and provided that you filed the Best Price Guarantee Request (as defined below) before the Hotel Reservation’s cancellation deadline according to the Hotel Reservation’s hotel policy, then, at our sole discretion, we will either refund you the difference between the amount you paid and the amount of the Lower Rate Reservation, or refund you the full amount of the Hotel Reservation, with no penalties. It is hereby clarified that: (i) this best price guarantee (“Best Price Guarantee”) applies to the rate before any taxes or fees and applicable only for prepaid Hotel Reservations; (ii) rates that are opaque, only available by auction, bidding, special membership, error or mistake do not qualify; and (iii) the Best Price Guarantee shall only apply to a Lower Rate Reservation with an exact itinerary. Without derogating form the above, the Best Price Guarantee shall be subject to the following conditions: 10.1. You shall provide us with all relevant details of the Lower Rate Reservation, including, without limitation, the hotel name, location, dates, room type, number of guests, number of rooms, amenities, cancellation policy and meals. 10.2. The comparison between the Lower Rate Reservation and your Hotel Reservation shall be to the same stand-alone product (i.e., not part of hotel + air travel package). 10.3. You shall present documentation that the Lower Rate Reservation has been booked through an online website visible to the public and not from a website where you call to get the rate or from an email you have received. 10.4. The Lower Rate Reservation must be fully paid. 10.5. The Best Price Guarantee shall not apply to Lower Rate Reservations purchased by using special discount terms, such as: members clubs, points, secret deals, corporate discounts, rewards programs, auction and coupons. 10.6. In order to be entitled to the Best Price Guarantee, you should file a request to lastminuteroom.web@gmail.com (“Best Price Guarantee Request”). LastMinuteRoom will address the Best Price Guarantee Request within 48 hours from the time of filing. Please make sure to submit a screen shot of the Lower Rate Reservation, as well as a valid link to the Lower Rate Reservation. If you fail to provide any of the required information detailed above, LastMinuteRoom will not be obligated to address your Best Price Guarantee Request. 10.7. In case that your Best Price Guarantee Request has been accepted and approved by LastMinuteRoom, you will either be credited the difference in price to the credit card used to purchase the Hotel Reservation via LastMinuteRoom or you will be refunded the full amount of the Hotel Reservation, with no penalties. LastMinuteRoom will not cover any fees associated with payment for the original Hotel Reservation, including, but not limited to, currency exchange fees and/or travel insurance fees. 10.8. It is hereby clarified that we will not address and/or verify any Best Price Guarantee Request that we believe, in our sole discretion, is a result of an error or is made fraudulently or in bad faith. 11. Intellectual Property Rights 11.1. Content and Marks. The: (i) content on the Site, including without limitation, the products, software and services (“Materials”); (ii) and User Submissions, as defined below (together with the Materials, the “Content”); and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of LastMinuteRoom and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “LastMinuteRoom”, the LastMinuteRoom logo, and other marks are Marks of LastMinuteRoom or its affiliates. We reserve all rights not expressly granted in and to the Site and the Content. 11.2. Use of Content. Content on the Site is provided to you for your information and personal use only. 12. User Submissions 12.1. Responsibility. The Site may permit the submission, hosting, sharing and publishing of Content by you and other users (“User Submissions”). You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, delete, and/or remove any and all Content posted on the Site (including User Submissions) at any time and for any reason. 12.2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize LastMinuteRoom to use all intellectual property rights in and to your User Submissions. You retain all of your ownership rights in and to your User Submissions. 12.3. License to User Submissions. By submitting the User Submissions to LastMinuteRoom, you hereby grant LastMinuteRoom a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Site and LastMinuteRoom’s business. 12.4. Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive; (ii) is copyrighted or otherwise subject to third party proprietary rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent. 13. Information Description. We cannot and do not warrant that the Content is accurate, complete, reliable, current or error-free. We reserve the right to make changes in or to the Content, without the requirement of giving any notice. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility. 14. Disclosure. We reserve the right to access, read, preserve and disclose any information that we obtain in connection with the Site, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms; (iii) address fraud, security or technical issues; (iv) respond to user support requests. 15. Links 15.1. The Site provides links to other websites. LastMinuteRoom is not responsible for the content, practices or standards of third‐party websites. Your use of third‐party websites is at your own risk and subject to the terms and conditions of use for such websites, which we encourage you to read. You hereby expressly release LastMinuteRoom from any and all liability arising from your use of any third-party website. 15.2. LastMinuteRoom permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with LastMinuteRoom or present any false information about LastMinuteRoom and shall not imply in any way that we are endorsing any services or products, without our express prior written consent; (iv) you shall not link from a website that you do not own; (v) your website and domain name do not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property rights, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law. 16.2 Privacy. We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at http://www.lastminuteroom.com/privacy (“Privacy Policy”). 17. Copyright Policy 17.1. Removal of Content. It is the policy of LastMinuteRoom to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA”), LastMinuteRoom has designated a Copyright Agent to receive notifications of claimed copyright infringement in connection with the Site. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with your claim in accordance with the DMCA. 17.2. Counter-Notification. If you believe that the material you posted was removed from the Site by mistake, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes all relevant information in accordance with the DMCA. 17.3. Copyright Agent. LastMinuteRoom’s agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached at lastminuteroom.web@gmail.com. 18. Warranty Disclaimers 18.1. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply. 18.2. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. LastMinuteRoom HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LastMinuteRoom DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT LastMinuteRoom WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY. 18.3. LastMinuteRoom DOES NOT WARRANT THE ACCURACY OF THE METEOROLOGICAL INFORMATION SHOWN IN ANY WEATHER FORECAST OR OTHER INFORMATION REGARDING THE HOTEL RESERVATIONS APPEARING WITHIN THE SITE, WHICH ARE MADE AVAILABLE TO YOU UNDER THE SITE (INCLUDING USER SUBMISSIONS) AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY DAMAGES ARISING OUT OF SUCH INFORMAITON AS PROVIDED. THE SITE IS TO BE USED ONLY AS AN INFORMATIONAL AID. WEATHER FORECASTS ARE PREDICTIVE IN NATURE AND ARE SUBJECT TO INHERENT UNCERTAINTY. LastMinuteRoom DOES NOT WARRANT THE ACCURACY OF SUCH INFORMATION AND WEATHER FORECASTS PROVIDED BY THE SITE AS USER SUBMISSIONS. IN NO EVENT WILL LastMinuteRoom BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF LastMinuteRoom HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER AND LIMITATION SHALL APPLY AND REMAIN IN FORCE FOLLOWING THE TERMINATION AND/OR CONCLUSION OF THESE TERMS. 18.4. LastMinuteRoom DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USER, IS AT YOUR SOLE RISK. 18.5. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, LastMinuteRoom DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE. 19. Limitation of Liability 19.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LastMinuteRoom SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF LastMinuteRoom HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you. 19.2. LastMinuteRoom SHALL NOT BE RESPONSIBLE FOR A SELLER FAILING TO PROVIDE A HOTEL RESERVATION POSTED BY SELLER ON THE WEBSITE. CANCELLON SHALL NOT BE RESPONSIBLE IN CASE A SELLER SOLD A HOTEL RESERVATION TO A USER AND THE HOTEL EVENTUALLY DID NOT ALLOW THE USER TO UTILIZE THE HOTEL RESERVATION. LastMinuteRoom WILL REFUND THE BUYER FOR THE AMOUNT PAID BY THE BUYER IN CASE THE HOTEL EVENTUALLY DID NOT ALLOW BUYER TO UTILIZE THE HOTEL RESERVATION. 19.3. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LastMinuteRoom.COM FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO LastMinuteRoom FOR USING THE SITE DURING THE 3 MONTHS PRIOR TO BRINGING THE CLAIM. 20. Indemnity. You agree to defend, indemnify and hold harmless LastMinuteRoom and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; (iii) your interaction with any Site user; or (iv) your violation of these Terms. 21. Termination. LastMinuteRoom, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). LastMinuteRoom shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Sections 11, 16 and 18-24 shall survive termination of these Terms. 22. Independent Contractors. You and LastMinuteRoom are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and LastMinuteRoom. 23. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by LastMinuteRoom without restriction or notification to you. 24. General. Obvious errors and mistakes, including, but not limited to, incorrect price advertisements, misprints and typographical errors, shall not be binding for LastMinuteRoom. LastMinuteRoom reserves the right to discontinue or modify any aspect of the Site at any time. LastMinuteRoom shall not be liable for failure to perform its obligation under these Terms if such failure results from circumstances beyond LastMinuteRoom’s reasonable control, force majeure, terrorism attacks and/or political situations. These Terms and the relationship between you and LastMinuteRoom shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv, provided that LastMinuteRoom may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and LastMinuteRoom.com concerning the Site. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. The English language text of these Terms and our Privacy Policy shall prevail over any translations thereof. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.