Participation in the Despegar Accommodation Program Terms and Conditions

Through the Despegar Accommodation Program (the “Program”), Despegar, as part of its services, offers participating establishments the following:

1. the promotion of the services offered by the Accommodations and

2. the arrangement of online reservations at the Accommodations.

In return for the services described in (i) and (ii), Despegar will be entitled to receive a commission.

The Accommodation is solely responsible for assessing the potential of its business and its participation in the Program. Despegar does not guarantee any volume of reservations or operations for the Accommodation.

This offer will be considered accepted by the Accommodation if: (i) it expresses its acceptance through written or electronic confirmation provided via the Channel Manager System or designated electronic communications; or (ii) it accepts, processes, or fulfills a Reservation (as such term is defined below) transmitted via the Channel Manager System after the date of these terms and conditions.

THIS AGREEMENT CONSTITUTES A DIRECT AND BINDING CONTRACT BETWEEN THE ACCOMMODATION AND DESPEGAR. THE CHANNEL MANAGER ACTS SOLELY AS A TECHNICAL MEANS OF CONNECTION AND DATA TRANSMISSION LAYER BETWEEN THE PARTIES. THE CHANNEL MANAGER IS NOT A PARTY TO THIS CONTRACT.

Without prejudice to the acceptance of these Terms and Conditions by the Accommodation, Despegar reserves the right to suspend the publication of the Accommodation Services and/or terminate the relationship resulting from the acceptance of these Terms and Conditions immediately, if, in its sole discretion, the Accommodation does not meet the quality standards and/or compliance with the regulatory framework necessary for its publication on Despegar’s Sales Channels.

Definitions

In addition to the terms defined in this Agreement, the following terms shall have the meanings set forth below:

"Accommodation": refers to any commercial entity, hotel establishment, property manager, or individual/legal person operating or managing lodging facilities and/or vacation rental real estate (including without limitation hotels, resorts, hostels, property managers, and vacation rental properties) that accepts these Terms and Conditions for marketing inventory through Despegar Sales Channels.

"Accommodation E-mail": refers to the email address(es) entered by the Accommodation to which all notifications related to the Program will be sent.

"Applicable Data Protection Regulations": refers to all laws, statutes, norms and regulations applicable to the Processing of Personal Data under this Contract.

"Availability Parity": means that the Accommodation will provide Despegar with the same or better facilities relating to availability (for example, quantity and type of rooms available for reservation) for reservation in Despegar Sales Channels as to other tourism service intermediaries (including, without limitation, sales platforms and online and offline travel agencies).

"Channel Manager": refers to any third-party software provider, switch, Property Management System (PMS), or central reservation system (CRS) integrated API platform authorized and utilized by the Accommodation(s) to act as a technical connectivity layer. It enables the automated, real-time transmission of rates, availability, inventory, property content, tax structures, payment data, and reservation messages (including bookings, modifications, and cancellations) directly between the Accommodation and Despegar in compliance with Despegar’s API specifications.

“Channel Manager System” refers to the software, application programming interface (API), extranet, portal, user accounts and other technical tools operated by the Channel Manager and used by the Accommodation, through which the information and messages described in the definition of Channel Manager are transmitted between the Accommodation and Despegar.

"Commission": refers to the commissions that Despegar will be entitled to receive for Reservations made in Despegar Sales Channels. The Commission percentage agreed by the Parties shall be configured in the Channel Manager System.

"Consolidator": refers to one who acts as a consolidator, intermediary, wholesale operator or any other modality that involves the marketing, distribution or intermediation of inventory of own or third-party Accommodations.

"Contract": refers to the agreement that arises after the acceptance of these terms and conditions.

"Data Subject": any identified or identifiable natural person to whom the Personal Data subject to Processing refers.

"Despegar": refers jointly or separately, as the case may be, to Local Despegar Despegar Spain and/or Travel Reservations.

"Despegar E-mail": refers to the following Despegar email address for communications under the Program: atencionhoteles@despegar.com.

"Despegar Sales Channels": refers to any sales channel identified under the brands "Despegar", "Decolar", "Best Day", "Viajes Falabella", "HotelDo", "Viajanet", "Stays" or any other indicated by Despegar, including: (i) the websites accessible through the domains www.despegar.com, www.decolar.com, www.bestday.com, www.viajesfalabella.com, www.viajanet.com.br and any other Despegar website (including versions for other territories), as well as websites developed by Despegar for third parties as white labels in which Despegar products are offered; (ii) Despegar's mobile and tablet applications; (iii) Despegar's telephone customer service centers; (iv) branches or sales islands; and (v) travel agencies that redistribute Despegar's products and/or services.

"Despegar Spain": has the meaning assigned to it in Annex I.

"Force Majeure Event": refers to any of the following circumstances: fortuitous cases, epidemics, pandemics, volcanic eruptions, natural disasters, (including, but not limited to, floods, hurricanes and earthquakes), fires, acts of war, hostilities, local or national emergency situations, foreign invasions, compliance with any order or request from governmental authorities, derailments, military actions, civil war or terrorism, explosions, rebellions, riots, insurrection, civil disorder, cessation of transportation services, airport closures or any other situation, circumstance or exceptional emergency that prevents the Guest from traveling or staying at the Accommodation, or the substantial threat of occurrence thereof.

"Guest(s)": refers to the customer who makes a reservation at the Accommodation through Despegar Sales Channels.

"Information Security Incident": refers to any unauthorized or accidental access, or collection, loss, destruction, damage or alteration of Personal Data.

"Intellectual Property Rights": refers to any intellectual or industrial property right, including without limitation patents, copyrights, designs, trademarks, trade names, utility models, domain names or applications for registration of any of them, whether or not registered.

"International Pre-payment PoS (point of sale) Brazil Reservations": refers to Reservations made by Guests at points of sale located in the Federative Republic of Brazil with destination outside the territory of Brazil under the Reservation Pre-payment modality.

"International Reservation": means a guest's Reservation at the Accommodation made through the Despegar Sales Channel outside each Local Despegar entity’s Territory as detailed in Annex I.

"Local Despegar": means each Despegar entity as detailed in Annex I.

"Local Reservation": means a guest's reservation at a Hotel made through the Despegar Sales Channel that corresponds to the Local Despegar entity as detailed in Annex I.

"Billing Portal": refers to the management, billing, and settlement portal corresponding to transactions under this Contract, which may be operated directly by Despegar or made available/integrated via the Channel Manager System.

"Net Price of the Reservation": means for each Accommodation room reserved, the amount equivalent to the product of (i) number of nights of stay of the Reservation and (ii) the Rate per room and night; minus (iii) the Commission.

"Party" or "Parties": refers jointly or separately, as appropriate, to Despegar and/or the Accommodation.

"Payment to Accommodation": refers to the payment modality through which the Guest pays directly to the Accommodation (and not to Despegar) all or part of the Rate, at the time established in the Accommodation's policies (whether prior to arrival, at check-in or at check-out). Payment to Accommodation may be: (i) standard, in which the Guest pays the Accommodation the full Rate, including the Net Price of the Reservation and the Commission ("Standard Payment to Accommodation"); or (ii) with Pre-collection of Commission.

"Pre-collection of Commission": refers to the payment modality through which the Guest pays Despegar the Commission at the time the Guest makes the Reservation in the Despegar Sales Channel, and pays the Net Price of the Reservation directly to the Accommodation. “Pre-collection of Commission” is a sub-modality of Payment to Accommodation.

"Processing": means any operation performed with Personal Data, such as those relating to the collection, production, reception, classification, use, access, reproduction, transmission, distribution, processing, filing, conservation, deletion, evaluation or control of information, modification, communication, transfer, dissemination or extraction.

"Properties": refers to the real estate properties owned by third parties or operated by a Property Manager for vacation rental lodging purposes.

"Property Manager": refers to the natural or legal person who joins the Program to market vacation rental Properties and acts with full authority on behalf of the underlying property owners.

"Rate": refers to the final rate for the Reservation of each night of stay at an Accommodation, including Taxes, supplements and any other charges (such as cleaning services, parking, Internet connection, transfers, meals, charges for check-in or check-out outside regular hours or service expenses).

"Rate Parity": means that the Accommodation will offer Despegar the same or better rates for the same establishment, room type, dates, bed type, number of guests, restrictions and conditions (such as breakfast, reservation changes and cancellation conditions) for reservation in Despegar Sales Channels as those available (i) in the Accommodation's direct sales channels (including, without limitation, the Accommodation's websites and mobile applications), and (ii) through other tourism service intermediaries (including, without limitation, sales platforms and online and offline travel agencies).

"Reservation": means a Guest reservation at an Accommodation made through a Despegar Sales Channel.

"Reservation Pre-payment": refers to the payment modality through which the Guest pays the Net Price of the Reservation and the Commission to Despegar at the time the Guest makes the Reservation in the Despegar Sales Channel.

"Taxes": refers, without limitation, to value added tax, sales taxes and other national, governmental, provincial, state or municipal taxes or rates, that may affect the value of the Rate.

"Territory": has the meaning assigned to each company in Annex I.

"Travel Reservations": has the meaning assigned to it in Annex I.

1. Obligations of the Accommodation

2.1 Accommodation Information

2.1.1 The Accommodation will provide Despegar with information about its establishment(s) and the services it offers to Guests, including without limitation, images, description of facilities and services, establishment rating under applicable law or internationally accepted standards commonly used in the hotel industry (whether by number of stars or other measurements), location, cancellation policies, conditions for Guest no-show, check-in and check-out times, and other conditions, policies and restrictions, as well as other details relating to the establishment that determine the Guest's expectation in relation to the travel experience when choosing the Accommodation (the "Accommodation Descriptive Information").

2.1.2 The Accommodation Descriptive Information will be provided to Despegar through direct technical connectivity and automated data transmission via the Channel Manager System. The Accommodation Descriptive Information will comply with the formats and standards determined by Despegar. The Accommodation Descriptive Information will not include telephone numbers, email addresses or other contact data or web pages, applications or social media users with direct references to the Accommodation or third parties. Without prejudice to the fact that responsibility for the veracity and integrity of the information shared through the Channel Manager System lies exclusively with the Accommodation, Despegar may edit or delete such information, in case it verifies or has sufficient elements to infer that it is incorrect or misleading. Likewise, Despegar may carry out moderation or authorization of the services and/or Accommodations that will finally be offered through the Sales Channels.

2.1.3 The Accommodation will provide Despegar with the Rates and rooms available for reservation (the "Rate and Availability Information" and together with the Accommodation Descriptive Information, the "Accommodation Information") through direct synchronization via the Channel Manager System. The Accommodation will be fully responsible for all activity, mapping, configuration, and data transmitted through the Channel Manager System.

2.1.4 The Accommodation guarantees that the Accommodation Information is correct, complete and not misleading at the time the Reservation is made and will not undergo substantial variations at the time the Guest makes use of said Reservation. The Accommodation is responsible for correcting and updating the Accommodation Information, including additional room availability for some periods or extraordinary events or situations (such as renovations or works in the facilities or in the area). The Accommodation undertakes that the Accommodation Information is consistent and adequately reflects the Guest's expectation regarding their travel experience. If between the period that elapses between the Reservation and the Guest's check-in any circumstance occurs that could alter the Guest's travel expectation, the Accommodation undertakes to update such information immediately through the Channel Manager System. The Accommodation understands and guarantees that it will be responsible to Guests for any error in the Accommodation Information (including pricing, room mapping, or availability errors transmitted via the Channel Manager System), and will hold Despegar harmless with respect to any damage that may be produced by said error, compensating for any expense that Despegar may have incurred in order to guarantee the Guest's travel experience.

2.1.5 In the case of the Accommodation rating, the Accommodation declares and guarantees that the reported rating (whether by number of stars or other measurements) was made based on: (i) the law applicable to the establishment, and/or (ii) internationally accepted standards commonly used in the hotel industry. Likewise, in the case that it is required by the law applicable to the establishment, the Accommodation declares and guarantees that the reported rating was supervised and approved by the competent public or private authorities.

2.1.6 The information and images that the Accommodation provides to Despegar are the exclusive property of the Accommodation, and the Accommodation is the sole holder of all Intellectual Property Rights over the information and images. The Accommodation declares and guarantees that the use made by the Accommodation and Despegar of the information and images, in accordance with the provisions of these Terms and Conditions, will not contravene any third-party ownership rights or any contract signed by the Accommodation with third parties. The Accommodation declares and guarantees that, prior to transmitting the information, photographs and images through the Channel Manager System or other technical feeds, it obtained all assignments and/or authorizations of rights from the authors and holders of Intellectual Property Rights who have created or are represented in them, including without limitation the image rights of the persons portrayed. Despegar may at its sole discretion edit this information in order to translate it into other languages. The edited and translated content is for Despegar's exclusive use and the Accommodation will not use it for other types of distribution, sales channels or other purposes. The Accommodation guarantees that the assignments and/or authorizations it has will allow Despegar to use, edit and, in particular, translate the information into other languages without this implying the infringement of any third party's Intellectual Property Rights.

2.2.Parity

The Accommodation undertakes to provide Despegar with Availability Parity and Rate Parity, so as to guarantee competitiveness in the market, ensuring that the services offered through Despegar are as advantageous as those offered in other channels.

2.3Commission

2.3.1 Despegar will be entitled to collect the Commission from each Reservation. It is expressly stated that the Commission must be paid in full even in the case (i) that the Guest does not stay at the Accommodation due to overbooking or no-show (unless the Accommodation notifies Despegar of such no-show within the time limit established in this Contract or agreed upon between the Parties), or (ii) of charged cancellations (when the Accommodation's cancellation conditions and policies are not respected), in which case the Commission will be calculated on the amount received by the Accommodation for the cancellation.

2.3.2 Based on what has been agreed by the Parties, Despegar will add to the Commission the corresponding Taxes in accordance with applicable legislation.

2.4 Direct Payment Relationship & Reconciliation Procedures

(a) Direct Payment Mandate & Collection Management. All payment transactions for Reservations under this Contract shall be conducted directly between the applicable Booking Agent Entity (as listed in Annex I) and the Accommodation. By accepting these Terms and Conditions, the Accommodation instructs Despegar to collect the Net Price of the Reservation from the Guest, on behalf and by order of the Accommodation, and remit to the Accommodation the Net Price of the Reservation. The Channel Manager is solely a technical messaging connection and shall not collect, process, hold, or handle any reservation funds, room payments, or commission settlements.

(b) Irrevocable Mandate. Through the acceptance of these Terms and Conditions, the Accommodation grants an irrevocable mandate to Despegar (for the duration hereof) to collect funds on its behalf and by its order in concept of the Net Price of the Reservation. The mandate granted by the Accommodation implies an authorization from it to process the collection of funds from the Guest, settle them in accordance with what is established in these Terms and Conditions and pay the Accommodation the corresponding amount. The Accommodation agrees that payment made by Guests to Despegar will be considered as if it had been made directly to the Accommodation, in accordance with the Accommodation Information and this Contract. The previous provisions do not apply to International Pre-payment PoS Brazil Reservations.

(c) Despegar's Responsibility for Collection Management. Despegar's responsibility is limited to the correct intermediation in collection management. Consequently, Despegar will not be responsible for nor will it guarantee the fulfillment of any obligation to Accommodations and/or any third party towards the Accommodation. The Accommodation acknowledges and accepts that it grants the mandate to Despegar of its own free will and under its own risk and responsibility. In no case will Despegar be responsible for any damage that the Accommodation may suffer due to payments made (or requested, but not made) through collection management. Despegar will not be responsible for erroneous or incomplete collection management caused by errors in the information sent by the Accommodation or Channel Manager System integration errors beyond Despegar's control.

(d) Payment Modalities. Reservations may be made under the following payment modalities, as enabled by Despegar for each Accommodation and territory:

(i) Payment to Accommodation, under which the Guest pays directly to the Accommodation either (x) the full Rate (Standard Payment to Accommodation), as set forth in Section 2.4.1.1, or (y) the Net Price of the Reservation, after having paid the Commission to Despegar at the time of making the Reservation (Pre-collection of Commission), as set forth in Section 2.4.1.2; or

(ii) Reservation Pre-payment, under which the Guest pays the Net Price of the Reservation and the Commission to Despegar at the time of making the Reservation, and Despegar subsequently pays the Net Price of the Reservation to the Accommodation, as set forth in Section 2.4.2. Special rules for International Pre-payment PoS Brazil Reservations are set forth in Section 2.4.3.

2.4.1 Payment to Accommodation

2.4.1.1 Standard Payment to Accommodation

Under the Standard Payment to Accommodation sub-modality, the Guest pays the full Rate directly to the Accommodation, and the Accommodation pays the Commission to Despegar in accordance with the following provisions:

2.4.1.1.1 Despegar will inform through electronic statements or the Billing Portal the data of the Reservations, as well as the corresponding Commission, distinguishing between Local Reservations and International Reservations, and Despegar will issue an invoice for the Commission corresponding to each of them at the time of its issuance, which will be available in the Billing Portal. During each calendar month and until the tenth (10th) day of the month following the month of check-out or cancellation of the Reservation -as appropriate- (the "Validation Period"), the Accommodation may dispute the Commissions informed by Despegar that had been accrued during said calendar month (for example, due to no-show or other events that imply that the Commission has not been accrued or has been decreased). The Accommodation may not dispute the Commission for cases in which for any reason beyond Despegar's control the Accommodation could not have received the rate from the Guest who actually stayed at the Accommodation (such as Guest's non-payment, check rejection or chargebacks in case of credit card payment).

2.4.1.1. 2 The undisputed Commissions will be considered approved at the end of the Validation Period (the "Undisputed Commissions"). After the Validation Period ends, the Accommodation will lose the right to dispute the Commissions informed by Despegar and not disputed.

2.4.1.1.3 In case that during the Validation Period the Accommodation disputes all or part of the Commissions informed by Despegar, Despegar and the Accommodation will analyze the case to resolve the dispute in good faith. In case of partial dispute of the Commissions, the undisputed Commissions will be considered approved by the Accommodation (the "Partially Approved Commissions").

2.4.1.1.4 At the end of the Validation Period, Despegar will generate the batch with the invoices (a) for the Undisputed Commissions and the Partially Approved Commissions, and (b) the disputed Commissions corresponding to other Validation Periods that had been resolved in favor of Despegar, both (a) and (b) according to the procedure established in Annex II (unless Despegar indicates an alternative procedure):

2.4.1.1.5 In case of default in the payment of the Commission, Despegar reserves the following rights, which may be exercised cumulatively:

(i) Claim default interest at the rates indicated in Annex III.

(ii) Update the invoice amount, in case the Commission had been agreed in foreign currency.

(iii) Suspend its services under this Contract (removing the Accommodation from Despegar Sales Channels).

(iv) Condition the fulfillment of its obligations under this Contract to the constitution of a guarantee by the Accommodation.

(v) Offset any debt that the Accommodation maintains with Despegar for Commission payments with debts that Despegar has with the Accommodation for any concept.

(vi) Apply the Pre-collection of Commission modality for subsequent Reservations.

2.4.1.2Payment to Accommodation with Pre-collection of Commission

2.4.1.2.1 For each Reservation under this sub-modality, the Guest will pay Despegar the Commission, which will be invoiced and collected from the Guest at the time of making the Reservation, as follows (unless Despegar indicates an alternative procedure):

(i) Despegar (through the corresponding entity) will invoice the Commission to the Guest for the Reservation, plus the corresponding Taxes.

(ii) The Guest will pay the Net Price of the Reservation directly to the Accommodation.

(iii) The Accommodation will invoice and collect the Net Price of the Reservation directly from the Guest at destination. The Accommodation will collect the Net Price of the Reservation indicated in the voucher or receipt issued by Despegar that the Guest delivers to the Accommodation. The Accommodation may not alter the value indicated in the voucher or receipt at the time of making the corresponding invoice.

2.4.1.2.2 Despegar will refund the Commission to the Guest if appropriate (for example, in case of cancellation of the Reservation without penalty).

2.4.2Reservation Pre-payment

2.4.2.1 In the case of Reservations that are paid through the Reservation Pre-payment modality, the Accommodation instructs Despegar so that Despegar collects the Net Price of the Reservation from the Guest, on behalf and by order of the Accommodation. To this effect, the Accommodation will send Despegar all the corporate and tax information and documentation that may be required by Despegar. The Parties state that the foregoing, as well as what is established below in this section, does not apply to International Pre-payment PoS Brazil Reservations, which are governed in accordance with the procedure established in Annex V.

2.4.2.2 Before the due date indicated by Despegar (the "Payment Calendar"), the Accommodation must submit an electronic summary with the detail of all uncollected Reservations and with check-out date prior to the date indicated in the Payment Calendar (the "Account Statement").

2.4.2.3 Despegar may dispute the Reservations detailed in the Account Statement (for example, due to cancellation or other events that imply that the Net Price of the Reservation has not been accrued or has been decreased). The Accommodation and Despegar will analyze the case to resolve the dispute in good faith. Despegar must pay the Accommodation the Net Price of the Reservation for the Reservations detailed in the Account Statement (i) that are not disputed, (ii) for the undisputed amount, in case they have been partially disputed, and (iii) those disputed in previous periods and resolved in favor of the Accommodation.

2.4.2.4 The Accommodation must invoice according to the procedure established in Annex IV (unless Despegar indicates an alternative procedure):

2.4.2.5 The Parties will agree on the payment modality for the Net Price of the Reservation, which will be confirmed by Despegar to the Accommodation by email sent to the Accommodation E-mail, depending on the modalities enabled by Despegar for the territory, which may be, among others: (i) bank transfer or (ii) virtual credit card.

2.4.2.6 Payment by transfer.On the payment date indicated in the Payment Calendar, Despegar will pay by bank transfer to the account indicated by the Accommodation the corresponding amount. Despegar will be responsible for the commissions and charges for sending funds applied by financial institutions when making transfers or payments, while the Accommodation will be responsible for the commissions or charges for receiving such funds. The proof of transfer of funds to the account indicated by the Accommodation will serve as sufficient receipt and formal payment letter.

2.4.2.7 Payment by virtual credit card. Despegar will authorize the Accommodation to deduct from the virtual credit card that Despegar indicates the corresponding amount. Despegar will be responsible for the commissions and charges for sending funds applied by financial institutions or credit cards when making transfers or payments, while the Accommodation will be responsible for the commissions or charges for receiving such funds.

2.4.2.8 The Accommodation guarantees that its registration data, banking data, formal and tax data, including its tax status, informed to Despegar (the "Accommodation Data") are correct, complete and duly updated. The Accommodation acknowledges and expressly declares to be solely responsible for the correction and updating of the Accommodation Data, therefore undertaking to inform Despegar immediately and in writing to Despegar E-mail of any modification. Despegar will not be responsible for the veracity of said information provided by the Accommodation, as well as in the case that it is not complete or updated by the latter. Likewise, Despegar will not be responsible in case of delays in payments due to errors in the data indicated by the Accommodation. In case of inconsistencies or errors in the Accommodation Data, that prevent or hinder the fulfillment of Despegar's obligations, Despegar may take the necessary measures to avoid any damage, including, for example and without limitation, the temporary suspension of the Accommodation's sales, until such situation is duly regularized by the Accommodation, exempting Despegar from any responsibility.

2.4.2.9 All payments to the Accommodation will be made with the corresponding tax deductions and withholdings. Such deductions and withholdings will be deducted or withheld from the Net Price of the Reservation to be paid to the Accommodation, delivering to the Accommodation the corresponding deduction or withholding certificate.

2.4.2.10 Unless Despegar indicates otherwise, the Net Price of the Reservation must be paid in the agreed currency. Exceptionally, for contracts agreed upon in foreign currency in case the tax legislation establishes the obligation to pay in local currency, the Net Price of the Reservation must be paid in local currency at the payment exchange rate corresponding to the 2 (two) business days immediately prior to payment, according to the source informed by Despegar. Despegar may modify the procedure or payment currency indicated in this section for particular cases, notifying the Accommodation in writing.

2.4.2.11 Cancellations made by the Guest within the time limit indicated in the Accommodation's cancellation conditions will not give the right to collect the Net Price of the Reservation. Cancellations made outside the time limit established in the cancellation conditions will accrue the payment of the penalty, if applicable.

2.4.2.12 From the check-out date of the Reservation, the Accommodation will have one year to claim payment of the Net Price of the Reservation. Once said period has elapsed without the Accommodation having claimed payment in writing, the Accommodation will lose the right to collect the Net Price of the Reservation. In turn, the Accommodation states that Despegar does not owe any amount for Reservations whose check-out date is prior to one year from the date of this Contract (that is, the last update date). Consequently, the right to collect the Net Price of the Reservation that could eventually have corresponded to the Accommodation for Reservations whose check-out date is prior to one year from the date of this Contract is extinguished by full right.

2.4.3. International Pre-payment PoS Brazil Reservations

The Parties state that with respect to International Pre-payment PoS Brazil Reservations, Despegar Spain acts on its own account and order. For the purposes of reconciliation and payment of International Pre-payment PoS Brazil Reservations, the Parties will follow the procedure established in Annex V.

2.4.4 Billing Portal and Management Platforms.

Reconciliation, issuance of commission invoices, presentation of account statements, and settlement tracking may be conducted through Despegar’s proprietary billing systems or through a dedicated billing/management portal made available or integrated by the Channel Manager.

2.5 Reservations and claims

2.5.1 The Accommodation will receive an electronic confirmation transmitted via the Channel Manager Systemfor each of the Reservations. Once the customer requests a Reservation through the Sales Channels, Despegar will have twenty-four (24) hours from the request to confirm the Reservation to the Accommodation. In case Despegar does not confirm the Reservation within said period, the customer's request will be automatically cancelled, without any cost or penalty for the customer or for Despegar.

2.5.2 Despegar will not be responsible for the dates and information provided by Guests being correct and complete (including credit card data). The Accommodation will consult and verify frequently (at least daily) the status of Reservations via the Channel Manager System. In case the Accommodation wishes to communicate with the Guest for inquiries related to the Reservation, the Accommodation must communicate as informed in the reservation details transmitted for such purpose.

2.5.3 When making a Reservation, a direct contract (and therefore, a legal bond) is established between the Accommodation and the Guest. In case it is necessary, the Accommodation grants Despegar through this document an explicit authorization to accept on its behalf the Guests' Reservations made through Despegar Sales Channels and, if appropriate, to receive on its behalf the Net Price of the Reservation. Subject to what is established in section 8.4, the Parties acknowledge and accept that Despegar acts as an intermediary in the relationship between the Guest and the Accommodation. The Parties must make their best efforts to ensure that Despegar is not treated fiscally as a supplier of rooms to Guests.

2.5.4 The Accommodation is obligated to accept the Guest as a contractual party and to manage the Reservation. In relation to the Guest's special requests, the Accommodation must make its best effort to comply with such requests to the extent of the Accommodation's availability.

2.5.5 In addition to the supplements, extras and charges specified in the confirmed Reservation, the Accommodation may not charge the Guest any other charge (including, without limitation, management or administration charges or charges for using a certain payment method).

2.5.6 Claims that a Guest may eventually make regarding the Accommodation or other services provided by the Accommodation will be channeled directly between the Guest and the Accommodation, without mediation by Despegar. Despegar will not be responsible for such claims. Without prejudice to this, Despegar may, at its discretion (a) offer customer service to the Guest, (b) act as an intermediary between the Accommodation and the Guest in resolving the claim, (c) provide, on behalf and at the expense of the Accommodation, alternative accommodation of an equal or superior level in case of overbooking or other irregularities or substantial claims in relation to the Accommodation, and/or (d) collaborate with a Guest so that they can communicate or take action against the Accommodation.

2.5.7 In case of claims for breach of Parity, Despegar will immediately notify the Accommodation of such claim and provide the data thereof. The Accommodation will immediately correct the Rate and/or availability published in Despegar Sales Channels and will reimburse Despegar for any cost or expense caused as a result of the Accommodation's breach.

2.6 Overbooking, disavowal and cancellation of Reservations

2.6.1 The Accommodation may not cancel Reservations made by Guests. The Accommodation will provide Guests with the reserved rooms and other services for the period indicated in the Reservation. In the case of Reservations under the Payment to Accommodation modality, in case that for any reason the Accommodation could not collect the Net Price of the Reservation from the Guest, the Accommodation must inform Despegar of such circumstance and must not cancel the Reservation, unless expressly accepted by Despegar.

2.6.2 In case the Accommodation has not respected the Reservation for any cause (including, without limitation, overbooking, disavowal of the Reservation or cancellations), it will immediately inform Despegar. Without prejudice to the Accommodation's obligation to provide alternative accommodation of equal or superior quality, Despegar may, at its sole discretion, offer the Guest alternative accommodation with such characteristics, and the Accommodation will assume all costs and expenses that Despegar may have incurred in order to guarantee the Guest a travel experience equal or superior to what the Guest would have expected when making the Reservation (the "Costs"). If the impossibility to comply with the Reservation had not been informed at least ten (10) days before the Guest's check-in time, in addition to paying Despegar the Costs, the Accommodation must pay an additional penalty for an amount equal to the value of the Costs. The amounts to be paid based on this Clause must be paid by the Accommodation within fourteen (14) days following receipt of the invoice. Despegar may retain from any pending payment to the Accommodation and apply it to the payment of the Accommodation's obligations under this clause.

2.6.3 Despegar has an anti-fraud system through which it monitors transactions made through Despegar Sales Channels. Despegar reserves the right to cancel, without any cost or penalty, Reservations made at the Accommodation when there are suspicions of fraudulent activity by the Guest and/or the Accommodation.

2.7 Marketing and direct sales to Guests

2.7.1 The Accommodation undertakes not to offer Guests online or offline promotions or send emails, whether solicited or not. The Accommodation may not agree with Guests directly and without Despegar's intervention on conditions different from those agreed through Despegar Sales Channels.

2.7.2 In no case may the Accommodation or its employees, agents or representatives include or attempt to include references to Despegar in offline or online publications or advertisements; or in communications through emails, SMS or multimedia messages or instant messages, or other similar ones.

2.7.3 Despegar will have the right to promote the Accommodation using its name in online and offline marketing actions.

2.8 Brand protection

2.8.1 The Accommodation is prohibited from using or displaying (directly or indirectly), and agrees not to use, display or reference (directly or indirectly), any Intellectual Property Rights of Despegar, its subsidiaries or related companies in any way (which includes in an enumerative, but not exhaustive manner, in meta-tags, search engine advertising, marketing or optimization, any other type of online or offline advertising or press releases) without the express written authorization of Despegar, which may be denied at Despegar's sole discretion. All rights not granted are reserved by Despegar.

2.9 Channel Manager Connectivity

2.9.1 The Accommodation shall access and utilize the Channel Manager connectivity layer in full compliance with contractual technical requirements, safeguarding access credentials, API keys, and maintaining account security between its property management system and the Channel Manager System.

2.9.2 The Accommodation is fully responsible for all management performed via the Channel Manager System, including rate mapping, availability updates, user access, and content updates, holding Despegar harmless from any damages, losses, or claims arising from technical misconfiguration, incorrect mapping, or unauthorized access to its Channel Manager System account.

2.9.3 The Accommodation undertakes to: (i) detect and immediately report suspiciousChannel Manager System activity ; (ii) deactivate revoked user credentials or API keys immediately; and (iii) maintain updated contact details.

2.9.4 Despegar reserves the right to suspend or limit connectivity in case of suspicious technical activity, persistent mapping errors, rate discrepancies causing overbooking, or contractual breach.

2.9.5 User Credentials, System Access, and Security. To the extent Despegar provides the Accommodation or its authorized personnel with direct access to any Despegar proprietary platforms, portals, or systems, the Accommodation acknowledges and agrees that all assigned user identifications, usernames, passwords, access keys, and security credentials ("Credentials") are strictly personal and confidential.

The Accommodation shall be solely responsible for: (i) maintaining the strict confidentiality, privacy, and custody of all Credentials; (ii) ensuring that Credentials are only communicated to and used by expressly authorized personnel; (iii) immediately revoking and deactivating access for any personnel who no longer require system access or leave the organization; and (iv) immediately notifying Despegar in writing of any lost, stolen, compromised, or unauthorized use of any Credentials or system accounts.

The Accommodation shall be fully liable for all actions, management, transactions, approvals, and data submitted or conducted through its assigned Credentials or accounts on Despegar’s systems, and shall defend, indemnify, and hold Despegar harmless from any damages, losses, claims, or liabilities arising from any unauthorized access, misuse, negligence, or breach of security regarding its Credentials.

3. Rights and obligations of Despegar

3.1 Licenses

3.1.1 Hereby, the Accommodation grants Despegar all sufficient and necessary rights and licenses (or sub-licenses) in accordance with these Terms and Conditions, without territorial limitation, with possibility to sublicense, non-exclusive and free to:

(a) use, reproduce, distribute, communicate and facilitate in any way and display the elements belonging to the Accommodation's Intellectual Property Rights, as the Accommodation provides them to Despegar, so that Despegar can exercise its rights and fulfill its obligations under this Contract;

(b) reproduce, distribute and use (without limits regarding modification, adaptation, communication, reproduction, copying and other forms of publication) the Accommodation Information either directly, or indirectly through its affiliated agency program, its wholesale services or other sites related to Despegar.

3.1.2 Despegar provides services as a wholesale operator for other travel agencies. By reason of these services, other travel agencies may offer Despegar's inventory, complying with certain terms and conditions. The Accommodation expressly authorizes Despegar to offer its inventory through travel agencies that contract Despegar's services as a wholesale operator.

3.2 Guest data and comments

3.2.1 Despegar will require for Reservations the Guest data that in Despegar's criteria are necessary.

3.2.2 Despegar will ask Guests to comment about their stay at the Accommodation, include photographs obtained from their own stays and rate and score the different aspects of it. Despegar may also include comments about the Accommodation obtained from other sources.

3.2.3 Despegar reserves the right to publish such comments, ratings and scores in Despegar Sales Channels. The Accommodation accepts that Despegar is a distributor (without any obligation to verify) and not an editor of these comments and photographs.

3.2.4 Despegar undertakes to make commercially reasonable efforts to monitor and review Guest comments and photographs to avoid obscenities, preserve good decorum and avoid the mention of proper names. Despegar reserves the right to reject, edit or eliminate unfavorable comments or images in case they include obscenities, do not have good decorum or proper names are mentioned.

3.2.5 The Parties accept that Despegar has no responsibility for the content and consequences (and the publication or distribution) of comments and photographs.

3.2.6 Despegar will determine automatically and unilaterally the classification order of the Accommodation that appears in Despegar Sales Channels (the "Ranking"). This Ranking is based on different factors, including the number of rooms available in the Sales Channels, the number of Reservations compared to the number of visits to the respective Accommodation page in the Sales Channels, the Accommodation's volume, the cancellation ratio, Guest scores in their comments, customer service history, the number and type of Guest claims, the Accommodation's payment punctuality record or any other factor that may be relevant in the future, at Despegar's discretion. In case the Accommodation has a low Ranking, Despegar will have the right to remove the Accommodation from the Sales Channels and terminate or suspend the validity of this Contract, according to its clauses and conditions. Likewise, Despegar may discretionally change the way of calculating the Ranking.

4. Representations and warranties

4.1 Representations and warranties of the Parties. Each of the Parties represents and warrants to the other that: (i) to the extent that such Party is a legal entity, it is duly incorporated and registered according to the laws of the place of its incorporation and has the power to enter into this Contract and to execute the obligations arising therefrom; (ii) it is duly authorized to subscribe to this Contract and comply with the obligations arising therefrom; (iii) this Contract is a valid and binding obligation for the Party, according to its terms; and (iv) the execution of this Contract does not imply any conflict for such Party based on any other agreement, verbal or written, of which it is a party or to which it is obligated, as well as based on any law, administrative resolution, arbitral award or judicial sentence that is applicable to it.

4.2 Representations and warranties of the Accommodation. The Accommodation represents and warrants that: (i) it carries out its activity in compliance with all applicable laws and regulations, and, in particular, all laws and regulations applicable to hotel accommodations, urban planning, tourism, health legislation, including biosafety protocols, administrative and tax legislation that is applicable to the Accommodation and/or its establishments; (ii) it has all the permits, licenses and other authorizations necessary to carry out its activities and undertakes to send the respective certificates to Despegar, in case the latter requests it; (iii) in case it is required by applicable legislation, the Accommodation and/or its establishments are duly registered in the corresponding public and/or private registries, (iv) it does not violate any rights of third parties; (v) it has all the rights, mandates and/or authorizations necessary to use and (sub)license in the Sales Channels the Intellectual Property Rights related to the Accommodation Information provided to Despegar; (vii) the Accommodation Rate published in the Sales Channels corresponds to the best available price for an equivalent stay and Guests will not be able to obtain a better price directly with the Accommodation or through third parties or other means or sales channels; and (viii) that all representations and warranties included in this Contract are true and accurate in all their aspects and will be considered as granted by the Accommodation at the time of acceptance of this Contract and throughout its validity.

4.3 Additional representations and warranties for Consolidators. In those cases where the Accommodation acts as a consolidator, intermediary, wholesale operator or any other modality that involves the marketing, distribution or intermediation of inventory of third-party Accommodations (the "Consolidator"), the Accommodation represents, warrants and undertakes the following: (i) That it has sufficient authority, the necessary powers and contractual rights to represent, act on behalf and for the account of each and every one of the Accommodations that make up its product portfolio, including, but not limited to the power to: (a) accept these terms on behalf of such Accommodations; (b) assume the obligations established herein; (c) receive payments; and (d) respond for compliance with the Reservations made. Likewise, it expressly acknowledges and accepts that all obligations, terms, conditions, representations, warranties and responsibilities established in these terms will apply fully and without exception to the entirety of the Consolidator's inventory, regardless of whether the individual Accommodations that comprise it have independently signed similar agreements with Despegar or not. The Consolidator assumes joint and indivisible responsibility for all acts, omissions, breaches and obligations derived from these terms and conditions regarding the inventory it markets through the Sales Channels, including, but not limited to: (i) compliance with Reservations; (ii) the veracity of the information provided; (iii) payment of penalties and commissions; and (iv) indemnification for damages that could derive from the breach of any of the Accommodations.

4.4 Absence of other representations. Except for those provided in this Contract, neither Party makes other representations or warranties, implicit or explicit.

5. Term and termination

5.1 Term. This Contract will enter into force on the date on which the Accommodation adheres to it, for an indefinite term. Either Party may terminate the Contract without cause, notifying the other Party: (i) with a minimum of five (5) business days in advance, in the case of the Accommodation; and (ii) with a minimum of one (1) business day in advance, in the case of Despegar.

5.2 Termination with cause. Either Party may terminate this Contract immediately and without prior notice in case of: (i) breach of any obligation under this Contract by the other Party (for example, verification of errors in the Accommodation Information or the existence of substantial claims by Guests); or (ii) if the other Party requests bankruptcy proceedings, bankruptcy is declared or payments are suspended (or other analogous cases).

5.3 Post-termination acts. After termination of this Contract for any cause (i) the Accommodation will comply with pending Reservations, according to the terms of this Contract, and (ii) Despegar will immediately remove the Accommodation from Despegar Sales Channels.

5.4 Suspension of the Accommodation. Despegar will have the right to immediately suspend its services (including the availability of the Accommodation's establishments in Despegar Sales Channels) regarding an Accommodation or a certain establishment in case that: (i) the Accommodation publishes incorrect or misleading information in the Channel Manager System; (ii) the Accommodation does not update the Rate and Availability Information in the Channel Manager System and this generates overbooking; (iii) the Accommodation does not accept a Reservation for the Net Price of the Reservation; (iv) Despegar receives one or more substantial claims from one or more Guest(s) who have reserved at the Accommodation; (v) misuse of the Guest comment system that involves a comment that does not correspond to a real stay by a Guest at the Accommodation; (vi) inappropriate behavior towards Guests or Despegar staff; or (vii) any other breach of this Contract by the Accommodation.

5.5 Additional rights. The rights and remedies provided in this Clause are not exclusive and will be additional to all rights and remedies that the law or this Contract grants.

5.6 Survival of obligations. Notwithstanding the provisions of this section, Clauses 5.3, 5.6, 6, 7 and 8 will continue in force after termination of this Contract.

6. Confidentiality

6.1 Confidentiality obligation. To comply with their obligations under this Contract, the Parties may mutually reveal confidential information of their property that may include, but will not be limited to: the terms of this Contract, business and financial information, customer and supplier lists and information about discounts, commissions, prices and sales. The Parties accept that the recipient of this confidential and private information from the other party will use it only for the purpose for which it was provided, will not reveal it to third parties and will protect it from misuse and disclosure, during the entire term of validity of the Contract and for indefinite time after its termination for any cause. The confidentiality obligation provided in this Clause will not apply to: (i) any information that becomes public for reasons other than disclosure by the recipient, (ii) any information that the recipient obtains from a third party, provided that the recipient understands in good faith that the information has not been obtained by said third party in breach of confidentiality obligations with the other Party; (iii) any information that the recipient develops independently; or (iv) disclosure with prior written consent of the Party that reveals it. Notwithstanding the foregoing, the recipient may disclose confidential information if ordered by judicial means or by administrative resolution; provided that the recipient adopts reasonable measures to show the disclosing Party the notification received with sufficient advance notice so that it can challenge said sentence or resolution.

6.2 Press releases. The Accommodation will not issue any press release or any other communication in media about this Contract or the Program without Despegar's prior written consent.

7. Personal data protection

7.1 General obligations of both Parties: The Parties will process Personal Data under this Agreement in accordance with applicable Data Protection Regulations. The Parties declare to be willing to comply with all their respective obligations under applicable data protection rules, including Brazilian Law 13.709/2018 ("Lei Geral de Proteção de Dados Pessoais", or "LGPD"), thus guaranteeing that any Processing of Personal Data under this Agreement is carried out for legitimate purposes, always limiting itself to the minimum necessary for the fulfillment of said purposes, in a proportionate and non-excessive manner, observing, without limitation, other applicable rules, the need for prior, informed, specific and unequivocal consent of the Data Subjects for the Processing of said Personal Data, or the requirements for such Processing to be duly authorized in accordance with one of the legal bases provided in the LGPD and with the requirements provided in other applicable data protection rules, even in relation to international transfer of Personal Data.

7.2 The Parties will adopt reasonable measures to limit the disclosure of Personal Data and access to them only to those employees who need to access them to provide the Services. The Parties further undertake to limit access to Personal Data to the smallest possible number of employees, officials and contractors, keeping them inaccessible to all those who are not directly related to the purposes of the Contract.

7.3 The Parties declare and guarantee that they employ technical, physical and organizational security measures capable of protecting Personal Data shared within the scope of this Contract, even against unauthorized access and accidental or unlawful loss, destruction, alteration, communication or any form of improper or unlawful processing.

7.4 The Parties undertake to do everything reasonably possible to sign all those documents and take all those measures necessary to adapt the Processing of Personal Data carried out within the scope of this Agreement to changes in Data Protection Regulations, including regulations, guidelines, procedures and guidance from the applicable authority, even regarding international transfer of Personal Data.

7.5 Controller and Processor: The Parties acknowledge that, in relation to the Processing of Personal Data, they will be qualified, under the terms of the Applicable Privacy Regulations, as "Controller" to the extent that they are responsible for making decisions relating to the Processing of Personal Data and as "Processor" to the extent that they carry out the Processing of Personal Data on behalf of the Controller. The Parties acknowledge that, in relation to the Processing of Personal Data carried out under this Contract, Despegar will be considered "Controller" and the Accommodation will be considered "Processor" for the purposes of applicable Data Protection Regulations, unless otherwise provided in this Contract. In the Processing of Personal Data in which both Parties are considered "Data Controllers" for the purposes of Applicable Data Protection Regulations, the provisions of Clause 7.9 below will apply.

7.6 It will be the Controller's responsibility to give instructions to the Processor regarding the Processing of Personal Data in question, through the presentation of lawful orders and in accordance with Applicable Data Protection Rules, this Contract and other laws and regulations applicable to the Processing in question. The Processor, in turn, will be responsible for following the lawful instructions of the Controller and only processing Personal Data within the limits of the instructions and orders received, in accordance with Applicable Data Protection Rules, this Contract and other laws and regulations applicable to the Processing in question. If the Processor performs any Processing of Personal Data in breach of the Controller's instructions and orders, or performs any Processing of Personal Data for purposes not contemplated in the Controller's instructions and orders, the Processor will become, for all purposes and to the maximum extent permitted by Applicable Data Protection Regulations, the Controller regarding those Processing of Personal Data that breach said instructions and orders or exceed the original purpose of the Processing.

7.7 The Processor may contract third parties for the Processing of Personal Data ("Sub-processors"), provided that it guarantees that the corresponding Sub-processor undertakes, through the signing of a data processing agreement or equivalent instrument, to comply with all obligations established in this Contract and Applicable Data Protection Rules in relation to the Processing of the corresponding Personal Data, before the transfer of Personal Data to the Sub-processor and the initiation of the planned Personal Data Processing. The Processor will be jointly liable for the Sub-processor's compliance with Applicable Data Protection Rules in relation to the Processing of relevant Personal Data.

7.8 The Processor will notify the Controller within forty-eight (48) hours following knowledge of any Information Security Incident, without prejudice to the provisions of Clause 7.11 below.

7.9 Co-Controller relationship: In case both Parties are considered "Controllers" for the purposes of Applicable Data Protection Rules, the provisions listed below will apply:

(i) The Parties will define their respective purposes for the Processing of Personal Data taking into account applicable legal bases, even for purposes of compliance with this Agreement. Each Party will be solely responsible for its Processing of Personal Data, including the selection of method and purposes of processing, as well as the determination of the applicable legal basis.

(ii) The Parties may contract Processors to carry out the processing of Personal Data, provided they ensure that the corresponding Processor undertakes, through the signing of a data processing agreement or equivalent instrument, to comply with all obligations established in this Contract and applicable data protection regulations in relation to the processing of the corresponding Personal Data, before the transfer of Personal Data to the Processor and the initiation of the planned processing of Personal Data. It is established that the Party that contracts a Processor will be jointly liable for compliance with all obligations established in this Contract and applicable data protection regulations by the Processor in relation to the processing of relevant Personal Data.

7.10Information Security Incident. In case of any Information Security Incident, the party that has suffered the Information Security Incident will immediately take and to the extent possible all reasonable measures to investigate, remedy and mitigate the effects of the Information Security Incident. The Parties will fully cooperate with the affected Party in the investigation of the Information Security Incident and will provide all necessary information, access and materials to comply with investigations and resolve/mitigate the Information Security Incident, as well as to allow the affected Party to comply with any requirement imposed by Applicable Data Protection Regulations. The Parties will notify the counterparty within forty-eight (48) hours from having knowledge of any Information Security Incident.

7.11 Upon expiration or termination of this Contract for any reason, except to the extent strictly necessary to comply with legal and regulatory obligations, even regarding the retention of Personal Data, the Processor must, (i) return to the Controller, or, at the Controller's choice, destroy, all Personal Data received and Processed under this Agreement within a reasonable period and, in any case, (ii) immediately cease Processing said Personal Data. The foregoing applies to Confidential Information from which Personal Data can be inferred.

7.12 The Parties agree to indemnify, defend and fully exempt the counterparty, its directors, managers, employees and representatives for and against any loss, damage, disbursement fee, fine, costs and expenses of any nature, including attorney fees and court costs arising from (i) actual or alleged breach of Applicable Data Protection Rules; (ii) loss or misuse of Personal Data and/or Confidential Information; and (iii) otherwise, breach of obligations contained in this Clause. These obligations are independent of the Parties' rights under this Contract, Applicable Privacy Rules or any other law.

7.13 Each and every breach contemplated in this Section will result in termination of this Contract for just cause.

7.14 The obligations established in this clause 7 will remain in force after termination of this Contract for any reason for an indefinite period of time.

8. Miscellaneous

8.1 Modifications. Despegar may modify any of the clauses of this Contract, at any time, at its sole discretion. Any change will be notified by email to the Accommodation E-mail, through system notifications in Despegar’s management portals, or via electronic communications transmitted in connection with the Channel Manager System, beginning to apply after five (5) calendar days have elapsed since notification of the change. In such case, the Accommodation will be empowered to terminate this Contract immediately, without any right to claim against Despegar by reason of termination.

8.2 Compliance with law. The Accommodation will comply with all regulations applicable to the fulfillment of its obligations under this Contract, including legislation on consumer protection and personal data protection. The Accommodation will communicate to Despegar immediately in case its governmental authorization or authorization for its establishments is revoked or suspended.

8.3 Documentation for Accommodation registration. These Terms and Conditions, as well as the obligations derived therefrom, are conditioned on the Accommodation sending all documentation for its registration as a supplier and to Despegar's satisfaction. Once the documentation is verified and approved, the Accommodation undertakes biannually and during the validity of this Contract, to update certain documentation so that the Accommodation can remain active as a Despegar supplier, otherwise it will be suspended and cannot receive any payment derived from this Contract, until it updates said documentation.

8.4 International PoS Pre-payment Brazil Reservations. Regarding International Pre-payment PoS Brazil Reservations, Despegar Spain acts as principal contractor, acquiring the Accommodation's services for its marketing, either by itself or by its related entities, through Sales Channels located in Brazil. In this sense, the corresponding entity of the Despegar group will collect the Rate on its own account and order regarding International Pre-payment PoS Brazil Reservations. Despegar Spain is party to this agreement solely in relation to International Pre-payment PoS Brazil Reservations and for the purposes specifically detailed in Annex V. The Parties expressly state that Despegar Spain assumes no responsibility for obligations, commitments, warranties or claims derived from Reservations that do not qualify as International Pre-payment PoS Brazil Reservations. For clarity, Travel Reservations and each Local Despegar entity act as intermediary collecting on behalf and by order of the Accommodation the Net Price of the Reservation, except for International Pre-payment PoS Brazil Reservations.

8.5 Force Majeure Events. In case that due to a Force Majeure Event the Reservation had not been consumed by the Guest, the Accommodation will not charge the Guest affected by the Force Majeure Event the Net Price of the Reservation or any other amount, including non-refundable ones and fees for no-show, Reservation modification or cancellation.

8.6 Right of withdrawal. In case that according to consumer protection legislation applicable in the Guest's country they have the right to, and make use of, the right of withdrawal or retraction, the Accommodation undertakes to respect said right and make the refund of funds received as if the Reservation had not been made, without applying any penalty, fine or sanction, even when the cancellation and change policy established by the Accommodation is restrictive and does not allow cancellations. For reference, see in Annex VI the time limits for exercising the right of withdrawal in certain countries, in force as of the date of this Contract. In case the Accommodation does not agree to comply with this clause, Despegar may retain any pending payment to the Accommodation and apply it to the restitution of the corresponding amount to the Guest, without the Accommodation being able to invoke any claim against Despegar for such reason.

8.7 Protection of Guest personal data. In line with what is established in Clause 7 of this Contract, the Accommodation declares and guarantees that the personal data of Guests, to which it has accessed by virtue of this Contract, will be used only for the purposes that correspond under the terms of this Contract and the Accommodation will have the quality of "processor" or Processor, in accordance with applicable personal data protection legislation and Despegar's privacy policy. The sending of personal data by Despegar will not be in concept of data transfer, but an authorization to access them solely for the purpose of fulfilling the Parties' obligations under this Contract. In attention to this, the Accommodation may not, by way of example, contact the data subjects for any purpose other than the provision of contracted services.

8.8 Protection of Guest credit card data. Despegar will be responsible for the security of storage and/or processing of Guest credit card data that it receives in connection with the provision of its services under this Contract. To this end, Despegar states that, as of the Contract date (i) it complies with the Payment Card Industry Data Security Standard ("PCI DSS"); and (ii) it has an AoC (Attestation of Compliance) Certificate, which certifies compliance with PCI DSS standards.

8.9 Taxes. The Accommodation assumes payment of all Taxes, as well as interest, penalties and insurance policies derived from its activities related to Contract execution. The Accommodation is solely responsible for taxing and collecting Taxes from Guests or regarding its establishments, in case applicable legislation so determines, Despegar having no obligation in this regard. In case Despegar is obligated to pay any amount for any of the indicated concepts, or retain said amounts according to current regulations, as a consequence of the Accommodation's activities, the amounts paid will be deducted from payments to be made by Despegar to the Accommodation. The Accommodation will be obligated to indemnify Despegar for any third-party claims (including, without limitation, from competent authorities regarding Tax collection) that are generated as a consequence of breaches of obligations established in this Clause.

8.9.1 Market-Specific Requirements

8.9.1.1 Colombia and Chile

Notwithstanding the prepayment nature of all reservations under this Agreement, for reservations at an Accommodation located in Colombia and Chile, the applicable Value Added Tax (VAT/IVA) amount shall be collected directly by the respective Accommodations from the guest at the time of check-in or check-out. The Accommodations shall clearly communicate to guests at the time of booking that VAT/IVA charges will be collected separately at the hotel. The prepaid amount paid by guests through Despegar Sale Channels shall exclude such VAT/IVA amounts for reservations in these jurisdictions.

8.9.1.2 Mexico

The following provisions shall apply exclusively to transactions carried out in the United Mexican States through Despegar.com México, S.A. de C.V. ("Despegar Local Mexico"):

(i) Intermediary Status. The Parties acknowledge that Despegar Local Mexico operates as a digital intermediation platform and not as a direct provider of accommodation services. The Parties shall make their best efforts to ensure that Despegar Local Mexico is not treated fiscally as a supplier of rooms to guests.

(ii) The Accommodation shall be the sole and primary party economically and fiscally responsible for the payment of all taxes, duties, contributions and other charges arising from the provision of accommodation services in Mexico, including, without limitation, federal, state and municipal taxes.

(iii) To the extent that, pursuant to applicable Mexican tax law, Despegar Local Mexico is required to perform any withholding or similar obligation in connection with taxes arising from the Accommodation’s activities in Mexico, including obligations applicable to digital intermediation platforms with respect to Income Tax (ISR) and/or Value Added Tax (IVA), any amounts withheld or paid by Despegar Local Mexico shall be deducted from the amounts payable to the Accommodation. Such obligations shall apply only where Despegar Local Mexico participates in the collection of accommodation charges from the guest.

(iv) With respect to the Lodging Tax (Impuesto Sobre Hospedaje, "ISH") and any other local tax applicable in Mexico, Despegar Local Mexico may act as a collection facilitator on behalf of and for the account of the Accommodation. The Accommodation shall be solely responsible for remitting such taxes to the competent tax authorities.

(v) Invoicing - CFDI. For Prepaid Local Reservations in Mexico:

(a) Despegar Local Mexico shall invoice the Guest for the Commission applicable to the Reservation, plus any applicable Taxes.

(b) Despegar Local Mexico shall invoice the Guest for the breakdown of third-party amounts corresponding to the Net Reservation Price through the "Third-Party Collection Complement" (Complemento Concepto por Cuenta de Terceros), pursuant to Rule 2.7.1.3 of the Mexican Miscellaneous Tax Resolution (Resolución Miscelánea Fiscal), under which Despegar Local Mexico invoices on behalf of the Accommodation.

(vi) Mandate. For Prepaid reservations, the Accommodation grants Despegar Local Mexico an irrevocable mandate to collect, on behalf of and for the account of the Accommodation, the Net Reservation Price directly from Guests. Payment made by Guests to Despegar Local Mexico shall be deemed payment made directly to the Accommodation for all tax purposes under Mexican law.

(vii) VAT Treatment. The prepaid amount collected from the guest through Despegar Local Mexico's channels shall include the applicable Value Added Tax (IVA) on accommodation services. The Accommodation shall not charge the guest again at check-in or check-out for taxes already included in the prepaid amount.

8.9.1.3 Brazil

Notwithstanding the prepaid nature of all reservations under this Agreement, for Local Reservations made in Despegar Sales Channels located in Brazil, the Parties acknowledge and agree that the payment, collection, and remittance of any applicable federal, state, and municipal taxes shall be the sole responsibility of each Party, in accordance with applicable law and the rules and interpretations of the competent Brazilian tax authorities, based on such Party’s respective role in the transaction.

For the avoidance of doubt, Despegar shall be subject to taxation solely on the amount of its own income, and the prepaid amounts paid by guests through Despegar Sales Channels shall exclude any taxes not levied on such own income, which shall remain the responsibility of the relevant Party.

Nothing herein shall be construed as creating any joint, several, or subsidiary tax liability between the Parties with respect to taxes assessed on the other Party, to the extent permitted under applicable law.

8.9.1.4 Across all jurisdictions where direct local tax collection applies, the Accommodation is strictly required to provide and transmit to Despegar, through the Channel Manager System or direct connectivity feeds, the exact and itemized breakdown of the applicable VAT/IVA and tax rates, so that Despegar may, at its sole discretion, properly disclose, display, and communicate such tax information to customers across its Sales Channels prior to or at the time of booking.

8.10 Relationship between the Parties. (A) The Accommodation is an independent service provider, therefore this Contract does not create any type of association, consortium, affiliation, franchise, representation or employment relationship between the Accommodation and Despegar. The Accommodation will not have authority to make or accept any offer on behalf of Despegar. The Accommodation will not make any statement that could in any way contradict what is established in this clause. Except for what is expressly contemplated in this Contract, the Accommodation must not publish anywhere (including Accommodation website(s)) any statement, whether express or implied, indicating that the Accommodation is part of, or is endorsed by, Despegar, its subsidiaries or related companies. Additionally, the Accommodation will not advertise or make any type of publicity (including in its establishment) indicating that the Accommodation is part of, or is endorsed by, or is an official establishment of, Despegar, its subsidiaries or related companies. The Accommodation will not register, acquire, purchase, use or obtain, directly or indirectly, any Internet domain that incorporates in its address a word or words identical or very similar to "Despegar", "Decolar", any other Despegar brand or any translation or spelling variation thereof.

(B) The Accommodation adheres to this agreement representing the natural or legal person that operates the establishment as goodwill and/or trade name itself. By reason of this, this Contract will be enforceable against any assignee or acquirer of said goodwill and/or trade name, whether or not said assignment or transfer is notified to Despegar.

8.11 Indemnity of the Parties. Each Party undertakes to indemnify, defend at its cost and hold harmless the other Party, its related companies and their directors, employee shareholders and partners, against any claim or lawsuit (including reasonable attorney fees), to the extent that said claim or lawsuit arises from or is related to (alleged) infringements of third-party Intellectual Property Rights by the other Party.

8.12 Accommodation Indemnity. The Accommodation undertakes to indemnify, defend at its cost and hold Despegar, its related companies and their directors, employees, shareholders and partners harmless, against any claim or lawsuit (including reasonable attorney fees), to the extent that said claim or lawsuit arises from, or is related to, (i) Guest claims related to their stay at an Accommodation establishment, overbooking or erroneous or cancelled Reservations (totally or partially); (ii) Accommodation Information published in Sales Channels; (iii) any other Guest claims attributable to, or on behalf and risk of, totally or partially, the Accommodation (including claims relative to services or lack thereof, or to products offered by the Accommodation) or that occur due to fault or intent of the Accommodation; (iv) claims against Despegar in relation to, or as a result of the Accommodation not having paid or retained applicable Taxes to the Reservation, in any jurisdiction; (v) claims for any other breach by the Accommodation of its obligations under this Contract; (vi) any inaccuracy in representations and warranties made by the Accommodation in this Contract; (vii) the use and activity of its Channel Manager System account, including information provided through it and/or (viii) fraudulent use of credit cards by the Accommodation. In case of claims in which Despegar is cited as a party, the Accommodation must provide collaboration to Despegar in its defense immediately, so that Despegar can respond to the claim within the corresponding legal deadlines. In case of third-party claims, the Parties will act in good faith and use their commercial resources to consult, cooperate and help the other Party defend and/or resolve it. The Accommodation will have no right, without Despegar's written consent, to settle such claim if it arises from or forms part of an action, lawsuit or criminal proceeding or contains a stipulation, admission or recognition of liability or ethically transgressive act (whether contractually, extra-contractually or otherwise) on Despegar's part. Despegar may retain any pending payment to the Accommodation and apply it to payment of the Accommodation's indemnity obligations under this clause.

Mexico Tax Indemnification. With respect to transactions in Mexico, the Accommodation agrees to indemnify and hold harmless Despegar from and against any claim, assessment, tax determination, penalty, fine or requirement issued by Mexican tax authorities arising out of or related to the Accommodation's failure to comply with its tax obligations in Mexico. In the event that Despegar is subject to any audit, review or request by Mexican tax authorities, the Accommodation shall cooperate with Despegar and promptly provide all documentation and information necessary to evidence due compliance with its tax obligations under applicable Mexican law.

8.13 Disclaimer of warranties and limitation of liability. Despegar provides no express or implied representations or warranties regarding the Program, Sales Channels or Channel Manager System, including implied warranties of merchantability, fitness for a particular purpose. Despegar does not assure the Accommodation that operations in Despegar Sales Channels or through the Channel Manager System will be uninterrupted, or that there will be no performance failures, computer viruses, inaccuracies, errors or defects. The Accommodation assumes the risk of using the Channel Manager System. Despegar assumes no responsibility regarding any damage to, or viruses that may infect, the Accommodation's computer equipment or other goods, nor corruption or loss of data, due to access, navigation or use of the Channel Manager System. The Accommodation is solely responsible for executing appropriate procedures and virus checks (including antivirus and other security checks) to satisfy its particular requirements in order to achieve accuracy and security of data input and output.

8.14 Despegar Records. Except for conclusive proof to the contrary, Despegar's systems, books and records (including Reservation receipts and emails) will be considered conclusive evidence of the existence and receipt of Reservations by the Accommodation and the amount of the Net Price of the Reservation and Commission.

8.15 Compensation. In case reciprocal credits and debts exist between the Parties, they may offset said credits and debts, in order to reach a single balance. The Party that results as debtor will be obligated to pay said balance to the Party that results as creditor.

8.16 Compliance monitoring. For the purpose of monitoring compliance with the Accommodation's obligations under this Contract, the Accommodation must: (i) allow Despegar representatives to access the establishments, at any time; (ii) upon Despegar's sole request, provide supporting documentation that is reasonably required (invoices, delivery notes, purchase orders or equivalent documents); (iii) attend meetings with Despegar representatives when requested; and (iv) upon Despegar's sole request, provide audiovisual evidence (photographs or videos) of the Accommodation Descriptive Information.

Likewise, the Accommodation irrevocably authorizes Despegar and its related or affiliated entities so that (i) for control, supervision and commercial information purposes, they consult, supply, request, report, store, treat, process and disclose all information that is required and requested regarding the credit, financial, commercial and service behavior of the Accommodation and/or its establishments; and (ii) make respective consultations in national and international restrictive lists, databases, control entities and other information sources, in compliance with regulations applicable to them associated with prevention of money laundering, terrorism financing and financing of proliferation of weapons of mass destruction and in compliance with their internal manuals and policies on the matter.

Despegar's monitoring powers and/or Despegar's exercise thereof does not imply limitation of the Accommodation's responsibility for breach of its obligations under this Contract.

8.17 Absence of exclusivity. Both Parties acknowledge that the other Party may at any time (directly or indirectly) enter into agreements with third parties of identical or similar object to this Contract. The Accommodation has independently evaluated the convenience of participating in the Program and does not rely on any representation or warranty other than those established in the Contract.

8.18 Consent. The Accommodation grants its consent for Despegar to send it newsletters and other promotional and marketing materials to the Accommodation E-mail. The Accommodation may revoke its consent at any time.

8.19 Applicable legislation and jurisdiction. This Contract will be governed by the laws of the Oriental Republic of Uruguay. The Parties consent to the jurisdiction of the ordinary courts of the city of Montevideo, thus waiving any other forum or jurisdiction that might correspond.

8.20 Assignment. Neither Party may assign its rights or obligations under this Contract, unless the other Party expressly consents in writing. Notwithstanding this, Despegar may assign, without the Accommodation's consent (i) its contractual position under this Contract (including its rights and obligations) to a subsidiary company, controlled or under common control with Despegar, and/or (ii) its collection rights under this Contract in an unrestricted manner, together with the information and documentation necessary for execution of the collection right (including Accommodation data for inclusion in reports on delinquent debtors).

8.21 Complete contract. The Parties accept that this Contract constitutes the complete agreement between the Parties regarding its object and supersedes any draft, contract, commitment or previous agreement, whether written (electronic or other means) or verbal.

8.22 Lack of action. The lack of action to enforce any of the Contract provisions strictly does not mean a waiver of rights to enforce said provision or any other Contract provision subsequently.

8.23 Notifications. Any notification or other communication under this Contract may be sent by email to the Accommodation E-mail or Despegar E-mail (as appropriate). Likewise, for notifications to Despegar, the Accommodation must send a copy to contratos@despegar.com. The Accommodation and Despegar undertake to respectively review the Accommodation E-mail or Despegar E-mail periodically and at least once per day. Additionally, any formal communication or notification may be directed, in the case of the Accommodation, to the address informed via the Channel Manager System, and, in the case of Despegar, to the address(es) indicated in Annex I.

8.24 Divisibility. If any provision of this Contract is declared null or invalid by judicial or administrative decision, the remaining Contract provisions will remain valid and enforceable according to their terms. The Parties understand that the provisions of this Contract will be enforceable according to the scope permitted by applicable law. Therefore, the Parties accept that if any provision of this Contract is considered unenforceable, the Parties must initiate good faith negotiations to make the modifications that are necessary to make such provisions enforceable.

8.25 Default. Default in compliance with obligations will occur by full right, without need for protest, judicial or extrajudicial demand, or any management, by the mere expiration of deadlines in which the agreed obligations must be fulfilled or by performing or omitting any act or fact that translates into doing or not doing something contrary to what is stipulated.

8.26 Environment. The Accommodation declares to maintain a high commitment to environmental care and compliance with law applicable to this Contract in the matter. By virtue of the foregoing, and with the objective of promoting a responsible commercial relationship, the Accommodation undertakes to comply with all environmental laws and regulations that are applicable to it, adopting necessary measures to ensure that its workers or collaborators do not incur in conduct contrary to said regulations and that may constitute sanctions. Especially, the Accommodation undertakes not to perform, tolerate, promote or cover up any activity that may constitute an environmental crime. The Accommodation undertakes to execute the obligations established by this contract with a high environmental standard making its maximum effort, in what corresponds to it, to reduce environmental impact throughout the entire execution thereof and during the life cycle of supplied products, if any.

8.27 Human Rights. The Accommodation declares to comply with international treaties, declarations and conventions that promote and protect human rights, such as the International Labor Organization Declaration relating to Fundamental Principles and Rights at Work. In that sense, it declares absolutely that under its dependence or that of its contractors or subcontractors, if any, there are no labor relations of forced labor, illegal migrant trafficking, or human trafficking, and that all collaborators have the necessary documentation to work as determined by applicable current legislation. Likewise, it undertakes to comply with all laws and regulations that regulate child labor and learning programs. Together with the foregoing, the Accommodation declares to comply with applicable labor regulations regarding its workers' working conditions, social security, occupational health and safety and legal minimum wage.

8.28 Diversity, Equity and Inclusion. Likewise, the Accommodation declares to maintain a high commitment to promoting the values of diversity, equity and inclusion, with the objective of collaborating in building a more diverse society with equity and inclusive. For this reason, the Accommodation undertakes not to perform acts of arbitrary discrimination for reasons of race, sex, sexual orientation, gender identity, language, religion, political opinion or any other nature, physical, intellectual, psychological or psychic functionality, national or social origin, economic position, place of birth or any other condition. Likewise, the Operator undertakes not to tolerate any form of mistreatment, aggression, discrimination, offense, humiliation or any other incorrect form in treatment of people, performed by its workers or by third parties it subcontracts.

Breach of any of the commitments acquired and obligations established in the Environment, Human Rights Diversity, Equity and Inclusion clauses, will constitute a serious breach of the Contract. The foregoing will be sufficient reason for unilateral termination thereof by Despegar, without right to compensation of any nature, and without prejudice to Despegar's right to initiate legal actions that correspond in law.

8.29 Compliance with anti-corruption laws. The Accommodation declares and guarantees that: (i) it has not breached, and will not breach, whether directly or indirectly, or through its shareholders, directors, partners, administrators, executives, associates, representatives and employees, all anti-corruption laws, including laws for prevention of money laundering and terrorism financing, of relevant jurisdictions that are applicable to them, including but not limited to the Foreign Corrupt Practices Act, United Kingdom Bribery Act and other similar norms (the "Anti-CorruptionLaws"); and (ii) it has not offered, promised, delivered nor has it authorized the offer, promise or delivery, and will not perform such actions, nor has it accepted compensation, payment or gift or other thing of value, directly or indirectly, or through its partners, administrators, executives, directors, shareholders, associates, representatives and employees, to or from any government official or private entity for the purpose of influencing or inducing any conduct, decision making or illegitimate omission, with the objective of obtaining, retaining, directing business or securing an undue advantage. The term "government official" is used here to refer to departments, agencies or other organisms of national, provincial or municipal governments, public or state-controlled companies, international public organizations, or any other official or employee or person acting officially on behalf of any of the aforementioned, or political party official, any public official or candidate for office. The Parties agree that Despegar will have the absolute right to rescind with immediate effect this Contract and any other linked to it in case of breach by the other party of the provisions and declarations established in this clause.

8.30 Special Conditions for Vacation Rentals. For Accommodations operating under the Vacation Rentals modality or represented by Property Managers, the terms, obligations, insurance requirements, representations, and warranties set forth in Annex VII(Vacation Rentals Special Conditions) shall fully apply to the contractual relationship and shall prevail over any conflicting general provision contained in these Terms and Conditions.

Annex I

Despegar entities

Annex II

Payment to Accommodation Modality

1. Despegar will invoice the Commission for Reservations.

2. The invoices will be available in the Billing Portal and, additionally, may be sent to the Accommodation by email to the addresses indicated by the Accommodation through the Channel Manager System. The Accommodation will be responsible for verifying in the Billing Portal at the end of each Validation Period the invoices issued by Despegar. The invoices will be issued according to the billing data indicated by the Accommodation through the Channel Manager System. Despegar will not re-invoice for changes in the Accommodation's billing data not informed to Despegar through the Channel Manager System in a timely manner.

3. The Accommodation will pay the total of the invoice batch within fourteen (14) calendar days from the date of its creation, through the payment modality configured in the Billing Portal. The Accommodation will be responsible for the commissions and charges for sending funds applied by financial institutions or credit cards when making transfers or payments, while Despegar will be responsible for the commissions or charges for receiving such funds.

4. Unless expressly indicated by Despegar, all Commission payments will be made for their total amount, without any deduction or compensation, and free from all encumbrances or deductions for any rate, tax, import fees, duties, royalties, existing as of the date or that may be imposed in the future, or imposed after any governmental or tax procedure. If the Accommodation is obligated by tax laws to make any deduction or withholding, it must send Despegar the certificate or proof for said deduction or withholding.

5. Despegar may, at its discretion and without need to previously notify the Accommodation, offset any debt that the Accommodation maintains with Despegar for Commission payments with debts that Despegar has with the Accommodation for any concept.

6. The Commission must be invoiced and paid in the currency agreed upon and registered through the Channel Manager System for the Accommodation. Exceptionally, for contracts agreed upon in foreign currency (i) in case tax legislation establishes the obligation to invoice in local currency, the invoice amount will be converted to local currency using the exchange rate in effect at the close of the day prior to the invoice issuance date, and (ii) in case tax legislation establishes the obligation to pay in local currency, the Commission must be paid in local currency at the exchange rate in effect at the close of the day prior to the invoice payment date.

Annex III

Default interest

Annex IV

Pre-payment Modality

(Does not apply to International Pre-payment PoS Brazil Reservations)

1. Despegar will invoice the Guest the Commission for the Reservation.

2. The Accommodation will invoice the Guest the Net Price of the Reservation and, if applicable, all or part of the Taxes.

3. The Accommodation will generate a settlement or account statement to Despegar Local for the Net Price of Local Reservations and to Travel Reservations for the Net Price of International Reservations.

4. For the case of Transfer Payments, Despegar will only pay the Net Price of the Reservation against presentation of the corresponding settlement or account statement. For the case of Card Payments, the Accommodation undertakes to send Despegar immediately the corresponding settlement or account statement for the Net Price of the Reservation paid by Despegar.

Annex V

This Annex will only be applicable to International Pre-payment PoS Brazil Reservations

1. Scope of application.

Special Procedures for International Pre-payment PoS Brazil Reservations

For International Pre-payment PoS Brazil Reservations, the relationship between the Accommodation and Despegar will be governed by:

(a) The specific provisions contained in Annex V - Special Procedures for International Pre-payment PoS Brazil Reservations, which will prevail over any contradictory provision of these Terms and Conditions and other Annexes;

(b) The provisions of these Terms and Conditions and other Annexes that are of general application to all types of Reservations and that are not contradictory to what is established in Annex V.

2. Applicability for other Reservations

For all Reservations that do not meet the definition of International Pre-payment PoS Brazil Reservations, the relationship between the Accommodation and Despegar will be governed entirely by:

(a) These Terms and Conditions;

(b) All corresponding Annexes, expressly excluding the application of Annex V for these Reservations.

3. Nature of the relationship

Regarding International Pre-payment PoS Brazil Reservations, Despegar Spain acts as principal contractor, acquiring the Accommodation's services for its marketing through Sales Channels located in Brazil. In this sense, the corresponding entity of the Despegar group will collect the Rate on behalf and by order of Despegar Spain for International Pre-payment PoS Brazil Reservations.

International Pre-payment PoS Brazil Reservations Billing

1. Despegar Spain will invoice the Guest the Rate, including corresponding Taxes.

2. Accommodations with fiscal domicile in the European Union shall be responsible for issuing and sending their invoices directly to Despegar Spain. These invoices must reflect the Net Price of the Reservation and all applicable taxes according to current legislation. The frequency of sending such invoices shall be established in accordance with the payment terms previously agreed upon by both parties.

3. In the case of Accommodations with tax domicile outside the European Union, the Accommodation expressly authorizes Despegar Spain to issue, in its name and representation, the corresponding invoices or settlements according to article 5 of the Spanish invoicing Regulation, which will be applicable only in relation to compliance with the obligation to issue invoice by the recipient. These documents reliably document the service provisions detailed in this agreement, facilitating the administrative process for both parties.

4. The Accommodation will be responsible for the payment to the tax authority of the tax debt corresponding to VAT, without Despegar having any responsibility as a consequence of possible defective breach of any tax obligations incumbent upon the Accommodation.

5. The Accommodation undertakes to assume all data from the invoice or settlement issued by Despegar Spain in its VAT registry books. In any case, collection by the Accommodation of the invoice issued by Despegar Spain in its name will be considered evident proof of acceptance of the invoice for all purposes by the Accommodation.

6. For the case of Card Payments, after collection by the Accommodation, Despegar Spain undertakes to issue the corresponding settlement for the Net Price of the Reservation paid by Despegar Spain. The settlements are considered with the Accommodation's conformity for issuance, with the mere use of the virtual credit card. For the case of Transfer Payments, Despegar Spain will only pay the Net Price of the Reservation against confirmation of the corresponding settlement or account statement that Despegar Spain will issue.

7. The invoices or settlements linked to transfer payments will be available in the Billing Portal and, additionally, may be sent to the Accommodation by email to the addresses indicated by the Accommodation through the Channel Manager System. The Accommodation will be responsible for verifying in the Billing Portal at the end of each Validation Period the invoices or settlements issued by Despegar Spain. The invoices will be issued according to the billing data indicated by the Accommodation through the Channel Manager System. Despegar Spain will not re-invoice for changes in the Accommodation's billing data not informed to Despegar through the Channel Manager System in a timely manner.

8. Despegar Spain will pay the total of the invoices according to the deadline agreed with the Accommodation. Despegar Spain will be responsible for the commissions and charges for sending funds applied by financial institutions or credit cards when making transfers or payments, while The Accommodation will be responsible for the commissions or charges for receiving such funds.

9. The Net Price of the Reservation must be invoiced and paid in the currency agreed upon and registered through the Channel Manager System for the Accommodation. Exceptionally, for contracts agreed upon in foreign currency (i) in case tax legislation establishes the obligation to invoice in local currency, the invoice amount will be converted to local currency using the exchange rate in effect at the close of the day prior to the invoice issuance date, and (ii) in case tax legislation establishes the obligation to pay in local currency, the Rate must be paid in local currency at the exchange rate in effect at the close of 2 (two) business days prior to the invoice payment date.

Annex VI

Right of withdrawal

Annex VII

Special Conditions for Vacation Rentals Program

1. Scope and Applicability

This Annex applies exclusively to Accommodations operating as vacation rentals ("Properties") and/or managed by property management entities or individuals ("Property Managers"). The provisions of this Annex supplement the general Terms and Conditions of the Despegar Accommodation Program and shall prevail in the event of any conflict or inconsistency.

2. Representation

2.1 The Property Manager expressly represents, warrants, and guarantees that it holds all necessary legal authority, power of attorney, and contractual rights granted by the respective property owners to: (i) list, market, and manage the Properties through Despegar Sales Channels; (ii) enter into binding reservation agreements with Guests; and (iii) collect reservation funds and net payments on behalf of and for the account of the underlying property owners.

2.2 The Property Manager shall execute and deliver to Despegar, upon request or onboarding, the formal Representation and Compliance Statement attached hereto as Attachment A to Annex VII.

3. Mandatory Insurance Coverage

3.1 The Property Manager and/or Property owner undertakes to contract and maintain in full force and effect during the Term of this Agreement a comprehensive general liability insurance policy issued by a reputable insurance company in accordance with applicable local laws ("Insurance").

3.2 The Insurance shall specifically cover civil liability for personal injury, bodily injury (including death), and material/property damage caused to third parties, including Guests, employees, agents, and property owners, arising out of or in connection with the stay or use of the Properties.

3.3 The Property Manager shall provide a copy of the active Insurance policy and proof of premium payment to Despegar upon request. Despegar reserves the right to request adjustments to the coverage amounts if reasonably deemed insufficient for the risk profile. Failure to maintain adequate Insurance shall entitle Despegar to immediately suspend the Properties from Despegar Sales Channels.

4. Guest Communications and Customer Service

All notifications and communications regarding Vacation Rental operations shall be directed to Despegar’s specialized VR team at: atencionvr@despegar.com.

5. Compliance with Local Vacation Rental Regulations

The Property Manager represents and warrants that each listed Property complies strictly with all national, state, provincial, and municipal urban planning, zoning, tourism registration, biosafety, and fiscal regulations applicable to vacation rentals in its respective jurisdiction.

ATTACHMENT A TO ANNEX VII

PROPERTY MANAGER COMPLIANCE AND REPRESENTATION STATEMENT

The undersigned, acting as the duly authorized representative of the Property Manager, hereby declares and warrants under penalty of perjury that:

(i) I possess sufficient legal powers and corporate/contractual authority to execute this declaration and bind the Property Manager to all obligations under the Despegar Accommodation Program Terms and Conditions;

(ii) The Property Manager is fully empowered by the respective property owners to manage, market, rent out for vacation purposes, and receive payments for all Properties listed under the Program;

(iii) The Property Manager maintains and shall maintain active civil liability Insurance covering bodily injury, death, and property damage suffered by Guests or third parties during their stay at the Properties; and

(iv) The Property Manager shall indemnify, defend, and hold harmless Despegar against any claims, lawsuits, or administrative fines brought by property owners, Guests, or government authorities arising from lack of authority, property defects, or failure to comply with local vacation rental regulations.

Legal Entity / Property Manager Name: ____________________________________

Authorized Signatory Name: _______________________________________________

Title / Position: ________________________________________________________

Date: ________________________