Review Express API + Content License Terms and Conditions

This document sets out the terms and conditions (referred to as the “Agreement” or “Terms & Conditions”) on which you may make use of (a) the Review Express Solution and (b) TripAdvisor Content as a provider of an Internet Booking Engine, a Technology Service, or a Property Management System  (referred to as “Partner” or “You”). Please read these Terms and Conditions thoroughly before using the TA Sites, the Review Express Solution and any TripAdvisor Content (collectively the “TA Services”). By using the TA Services you acknowledge and agree to be bound by these terms and conditions. Failure to comply with these terms and conditions will result in immediate withdrawal of the TA Services. TripAdvisor may, in its absolute discretion modify, suspend or terminate the TA Services at any time.

Defined Terms. The following capitalized terms will have the meanings set forth below:

End User means (a) an IBE End User, meaning an individual who has booked a stay at a Participating Property via the Internet Booking Engine; or (b) a TS End User, meaning an individual who uses the Technology Service at a Participating Property; or (c) a PMS End User, meaning an individual who completes a stay with a Participating Property that uses a Property Management System;

Intellectual Property Rights means (a) copyright, patents, database rights and rights in trade marks, designs, know‑how and confidential information (whether registered or unregistered); (b) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world; and (c) applications for registration, and the right to apply for registration, for any of the rights described in (a) or (b).

Internet Booking Engine means an application which supports reservations through the Internet, including but not limited to the reservation of a stay with a Participating Property by an IBE End User;

Feed means the API feed provided by the Partner to TripAdvisor;

Participating Property means any hotel or other property that has opted into using the Review Express Solution via the Management Centre on TripAdvisor and (a) uses the Internet Booking Engine  to facilitate bookings for IBE End Users; or (b) uses the Technology Service to facilitate a service for TS End Users whilst TS End Users located at a Participating Property; or (c) uses the Property Management System in the course of processing a PMS End User’s reservation.

Partner Solution means an Internet Booking Engine, a Technology Service, and/or a Property Management System, as the context dictates.

Property Management System means the hotel technology platform that stores information relating to PMS End Users, which is contracted by and provided to Participating Properties by Partner.

Review Express Solution means the automated service that generates Participating Property review request emails (each one a “Review Express Email”) to End Users based on Transaction Data provided through the Feed;

TA Licensee Sites means the sites or applications of any third parties to whom TripAdvisor licenses review content;

TA Sites means any sites and applications owned or operated by TripAdvisor;

Technology Service means a service offered by Participating Properties to TS End Users, including but not limited to WiFi Internet access.

Transaction Data means the email addresses, check out date, language, country of domicile of End User and property id required to generate a Review Express Email.

TripAdvisor Content means the content described in the Exhibit, as provided to Partner by TripAdvisor, including, without limitation, all text, data, images, materials and other content, and any Updates thereto provided to Partner by TripAdvisor.

Updates means updates, refreshes, corrections and other modifications.

Work Product means any deliverables, reports, documents, techniques, know-how, algorithms, software, specifications, plans, notes, drawings, designs, pictures, inventions, data, information and other content provided by TripAdvisor in connection with this Agreement. Work Product shall not be deemed to include the confidential information of the Partner’s website pages, metrics, or internal reporting.

1)    Description of Review Express Service

a. Subject to these Terms and Conditions, TripAdvisor shall provide a platform to make Transaction Data from a Feed provided by Partner available to a Participating Property for use with the Review Express Solution.

b. Within one calendar month of commencement of this Agreement, Partner shall provide TripAdvisor with data (in the form required by TripAdvisor and notified to Partner) relating to all eligible Participating Properties.  Partner shall update TripAdvisor on a weekly basis (or otherwise as mutually agreed) with newly eligible Participating Properties and Participating Properties that cease to be eligible in respect of the Review Express Solution.  Eligibility shall be determined at TripAdvisor’s sole discretion.

c. Within two calendar months of commencement of this Agreement, Partner shall ensure that End Users’ Transaction Data may be received by TripAdvisor for Participating Properties via the Feed.

2)    Program Rules

All Transaction Data provided by Partner to TripAdvisor for use by a Participating Property are governed by these Terms and Conditions and must be submitted through a valid Feed, as stipulated at API Feed Requirements. For the avoidance of doubt, the Review Express Solution will only accept a request for a Review Express Email received at any time prior to the day after the End User’s check-out date. No other conditions, provisions, or terms of any sort appearing in any writings or other communications, including without limitation those contained on or accompanying any form of payment, will be binding on TripAdvisor, whether in conflict with or in addition to these Terms and Conditions. Partner will always use the TA Services in accordance with applicable law and in a manner which does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by TripAdvisor in its sole discretion.

3)    Feed Access and Usage

a. TripAdvisor reserves the right, without liability, to reject, remove and/or cancel any Feed which contains content or links which do not meet TripAdvisor’s specifications, at TripAdvisor’s sole discretion. TripAdvisor may redesign its site at its sole discretion at any time.

b. Partner hereby grants TripAdvisor the right and a royalty free license to use the Transaction Data in connection with the Review Express Solution.

c. Partner shall be solely responsible for the content and accuracy of its Feed and any website linked to from such Feed. Partner shall ensure that any End User booking cancellations are recorded and Partner shall update its Feed accordingly to remove any End User booking cancellations.

d. The Partner shall indemnify and hold TripAdvisor harmless against any breach of warranty set out above or any claims made by third parties arising out of Partner’s conduct in accordance with these Terms and Conditions.

e. Partner shall not be selective about which End Users to email to solicit reviews and shall not incentivize the review collection in any way.

f. Reviews generated via the Review Express Solution will be subject to TripAdvisor’s standard terms and conditions, and neither Partner nor any Participating Property shall have any rights in such reviews. When published, such reviews will be (a) displayed on TA Sites and, at TripAdvisor’s discretion, TA Licensee Sites; and (b) attributed on TA sites with the phrase ‘review collected in partnership with this hotel’ or similar.

g. Public Announcements. Partner hereby grants TripAdvisor permission to publicize the fact that it is a client of TripAdvisor in a press release. However, Partner shall not make any public announcements about this Agreement or use/display TripAdvisor’s trademarks in any manner without the prior written consent of TripAdvisor.

4)    License to TripAdvisor Content and Marks

Subject to the terms and conditions of this Agreement, TripAdvisor hereby grants to Partner a nonexclusive, worldwide and royalty-free right and license for the duration of this Agreement only to: (i) use, copy, perform and display (publicly or otherwise) the TripAdvisor Content through the Partner Solution; and (ii) allow end users to access and use the TripAdvisor Content through the Partner Solution. TripAdvisor will provide Partner with the TripAdvisor Content in accordance with the specifications set out in the Exhibit. Partner will perform the obligations imposed on Partner under the Exhibit.

Subject to the terms of this Agreement, TripAdvisor hereby grants Partner a non-exclusive, nontransferable, royalty-free, worldwide license to use, reproduce, perform and display TripAdvisor’s trade names, trademarks, service marks, logos or other similar indicia of identity or source (collectively, “Marks”) that TripAdvisor furnishes to Partner for use under this Agreement, solely for purposes of performing its obligations or exercising its rights under this Agreement.  Partner will: (a) submit to TripAdvisor all proposed uses (other than materials disseminated solely on an internal basis) of the Marks; and (b) not publish or otherwise engage in any use of such Marks without TripAdvisor’s prior written consent.  Partner will comply with TripAdvisor’s requirements regarding the format and placement of Marks.  Partner will not take any action to register or otherwise interfere with TripAdvisor’s interests in the Marks. Unless specifically provided for herein, Partner will not adopt or otherwise use any trademark, trade name, service mark, logo, or symbol that is similar to, or likely to be confused with, any of the Marks.  All goodwill from Partner’s use of the Marks will inure to the benefit of TripAdvisor.

Partner understands and agrees that a Mark must accompany any and all uses, copies, performance displays and/or placement of the TripAdvisor Content on or through the Partner Solution.  TripAdvisor shall determine which Mark shall accompany the TripAdvisor Content.

Partner may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Partner.   The licenses granted hereunder may not be sublicensed by Partner, except to end users in connection with their use of the Partner Solution.

Notwithstanding anything to the contrary, upon notice by TripAdvisor to Partner, Partner shall remove from the Partner Solution any specific TripAdvisor Content detailed in such written notice, and Partner shall procure that each Participating Property promptly removes the same TripAdvisor Content.

The parties acknowledge that the services provided by TripAdvisor to Partner are in return for good and valuable consideration.

5)    Intellectual Property Rights

Subject to the licenses granted hereunder, TripAdvisor shall own and retain any right, title and interest, including Intellectual Property Rights, in and to the TripAdvisor Content, the Marks, any Work Product, the TripAdvisor widgets made available to Partner under this Agreement, and any derivative works of any of the foregoing (“TA Materials”).  To the extent applicable, TripAdvisor shall be deemed to be the “author” of all TA Materials and all such TA Materials will constitute “works made for hire” under the U.S. Copyright Act (17 U.S.C. §§ 101 et seq.) and any other applicable copyright law.  Partner hereby waives any and all moral rights (including rights of integrity and attribution) in and to the TA Materials.  To the extent that any TA Materials do not constitute works made for hire, Partner hereby assigns to TripAdvisor all right, title and interest that Partner may have or may hereafter acquire in all TA Materials, including all Intellectual Property Rights therein.  At TripAdvisor’s expense, Partner shall execute all documents and take all actions necessary for TripAdvisor to document, obtain, maintain or assign its rights to the TA Materials.  Partner will not contest the validity of TripAdvisor’s rights in the TA Materials.  All such TA Materials will be deemed to be the confidential, proprietary and trade secret information of TripAdvisor.

6)    Privacy

Each party will have a privacy policy in place governing its use of End Users’ and other individuals’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information.  Both parties shall ensure that any collection, use, storage, and disclosure of information obtained pursuant to this Agreement comply with all applicable laws, regulations and privacy policies, including all of the requirements the CAN-SPAM Act and the EU Data Protection Directive (Directive 95/46/EC). Partner agrees not to send any unsolicited commercial email or other online communication (e.g., “spam”) through to TripAdvisor users and shall comply with all applicable TripAdvisor policies regarding bulk mail. This section shall survive the completion, expiration, termination or cancellation of this Agreement for a period of five (5) years.

If You provide a Property Management System, You shall (a) procure that Participating Properties have obtained all necessary consents from PMS End Users, (b) document such consents, and (c) transfer to TripAdvisor only Transaction Data where consent has been obtained for processing. Each of the parties shall comply with its respective obligations under all Data Protection Laws relating to the protection of the fundamental rights and freedoms of natural persons and, in particular, their right to privacy with respect to the processing of personal data as defined within such Data Protection Laws and any applicable codes of practice.

If (a) You operate an Internet Booking Engine, You shall prominently display a privacy statement on each guest booking page, and if (b) You operate a Technology Service, You shall prominently display a privacy statement on each page on which you collect personal information from TS End Users.  In each case, the privacy statement shall read as follows:

We may use third-party service providers to process your personal information on our behalf for the purposes specified above. For example, we may share some information about you with these third parties so that they can contact you directly by email (for example: to obtain reviews about your experience).

7)    Confidentiality

Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party’s attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. The parties further agree that the recipient of any confidential or proprietary information of the other party provided or received hereunder will use such confidential information solely for the purposes for which it is provided by the other party; will not disclose such confidential information to any third party; and will protect such confidential information from unauthorized use and disclosure; provided, however, that TripAdvisor may share the confidential or proprietary information that it receives hereunder with its affiliates and subsidiaries. The foregoing obligations will not apply to any (a) information that becomes generally publicly available through no fault of the recipient, (b) information that the recipient obtains from a third party (other than in connection with this Agreement); (c) information that is independently developed or acquired by the recipient; (d) disclosure with the prior written consent of the disclosing party; or (e) disclosures which are required by applicable law. Notwithstanding the foregoing, the recipient may disclose such confidential information if required by any judicial or governmental request, requirement or order; provided that the recipient will take reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order. You grant TripAdvisor a license to include Partner marks, names and logos in presentations, marketing materials, press notices and customer lists (including those published on the TA Sites).

8)    Term and Termination.

This Agreement is effective upon the date that Partner accepts these terms. TripAdvisor may terminate this Agreement at any time with immediate effect. Partner may terminate this Agreement at any time through the Review Express Solution, and TripAdvisor will endeavor to cease use of any Transaction Data within forty-eight (48) hours of such cancellation. Termination of this Agreement shall immediately terminate all licenses granted hereunder.  Partner will: (i) destroy and/or return any tangible copies of the TA Materials to TripAdvisor; (ii) remove all TripAdvisor Content from the Partner Solution; and (iii) cease to hold itself out as associated with TripAdvisor. TripAdvisor will block Partner’s access to the TripAdvisor Content and any new or updated versions of the TripAdvisor Content.   NEITHER TRIPADVISOR NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO PARTNER OR THE PARTICIPATING PROPERTIES.

9)    Liability, Warranty & Indemnity

a.       EXCEPT FOR LIABILITY ARISING UNDER (I) A PARTY’S INDEMNIFICATION OBLIGATIONS, OR (II) A BREACH OF SECTION 6 (PRIVACY) OR 7 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. EXCEPT FOR LIABILITY ARISING UNDER (I) A PARTY’S INDEMNIFICATION OBLIGATIONS, OR (II) A BREACH OF SECTION 6 (PRIVACY) OR 7 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED $200,000. THE PARTIES AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THAT EACH PARTY WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

b.       EXCEPT AS OTHERWISE STATED HEREIN, TRIPADVISOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE TRIPADVISOR SITE, THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE TRIPADVISOR SITE, OR NON-INFRINGEMENT OR TITLE. FURTHERMORE, THE TA MATERIALS AND TRIPADVISOR CONTENT ARE PROVIDED “AS IS”. TRIPADVISOR DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY PARTNER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.

c.       Partner represents, warrants and covenants to TripAdvisor that at all times, (i) it has the express authority of each End User to provide the Transaction Data submitted in the Feed to TripAdvisor; (ii) each End User has visited a Participating Property;  (iii) Partner’s collection and sharing of Transaction Data complies with all applicable laws and regulations and does not violate any laws or infringe the rights (including, but not limited to intellectual property rights and/or privacy rights) of any person (iv) it shall comply with its respective obligations under all Laws relating to the protection of the fundamental rights and freedoms of natural persons and, in particular, their right to privacy with respect to the processing of personal data as defined within such Laws (“Data Protection Laws”) and any applicable codes of practice; (v) it has obtained all the necessary consents and approvals required to carry out its obligations under, and ensure compliance with, this Agreement including the consent of any regulatory authority if necessary; and (vi) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this Agreement does not and will not violate any agreement to which it is a Party or by which it is otherwise bound, or any applicable law, rule or regulation.

d.       Partner shall defend, indemnify and hold harmless TripAdvisor and each of TripAdvisor’s affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorneys’ fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from (i) any breach of warranty or claim against TripAdvisor in connection with Partner’s Feed or data provided to TripAdvisor; (ii) Partner’s or Participating Properties’ use of any TA Materials in a manner inconsistent with the terms of this Agreement; (iii) breach of any laws , regulations, or ordinances; and (iv) breach of sections 6 (Privacy) or 7 (Confidentiality).  TripAdvisor shall: (i) promptly notify Partner of any such claim; (ii) provide Partner with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (iii) give Partner full control and sole authority over the defense and settlement of such claim.

e.       TripAdvisor will indemnify, defend, or at its option settle, any third party lawsuit or proceeding brought against Partner, its affiliates or syndication partners, and any of their respective officers, directors, employees and agents, based upon or otherwise arising out of verifiable claims of infringement of Intellectual Property Rights arising out of Partner’s use of TripAdvisor Content, provided that such use complies with the requirements of the Agreement.  Partner will: (i) promptly notify TripAdvisor of any such claim; (ii) provide TripAdvisor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (iii) give TripAdvisor full control and sole authority over the defense and settlement of such claim. TripAdvisor shall have no obligation to indemnify Partner as set forth above for any claims relating to user generated content.

10)    General Provisions

These terms and conditions are governed by the laws of the Commonwealth of Massachusetts, USA. Partner consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts, for all disputes related to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Partner and TripAdvisor. TripAdvisor will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Partner may not assign its rights hereunder to any third party unless TripAdvisor expressly consents to such assignment in writing. If any provision of these standard terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. These Terms and Conditions will be deemed to be controlling over all other writings or agreements of any kind between the parties. All notices to TripAdvisor relating to any legal claims or matters must be made in writing to TripAdvisor, attn: General Counsel, 141 Needham St., Newton MA 02464. TripAdvisor may amend this Agreement at any time, by giving Partner notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Partner cancels this Agreement (as permitted by Section 8 herein or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Partner.

EXHIBIT

TRIPADVISOR CONTENT

This Exhibit describes the terms under which TripAdvisor will provide other TripAdvisor reviews and content to Partner:

1. TripAdvisor Content

(a) TripAdvisor ratings and reviews for Participating Properties

i. Overall rating for each hotel shown with the owl eyes logo next to 5 green circles
ii. The most recent three (3) reviews with date, traveller rating, hotel review summary and logo
iii. All jointly collected reviews

(b) Content will be provided in all available languages.

(c) Content is served dynamically from the TripAdvisor Widgets. A widget is a small, portable snippet of code that can be installed and executed within any HTML-based web page. This code brings in ‘live’ content from a third party site without the web site owner having to update it. The TripAdvisor Widgets are provided as is, and Partner shall not edit, modify or alter the TripAdvisor Widgets in any way.

(d) TripAdvisor and Partner will agree the look and feel of how TripAdvisor Content will displayed on the Partner Solution prior to launch.  All displays of TripAdvisor Content on the Partner Solution will be subject to approval by TripAdvisor before launch.

(e) Spelling of “TripAdvisor”

Licensee must spell “TripAdvisor” correctly in all cases (i.e. as a single word with no space between ‘Trip’ and ‘Advisor’, with a capital ‘T’ and a capital ‘A’).

(f) TripAdvisor Ratings Bar for hotels

i. The TripAdvisor Ratings Bar must be used with the owl eyes and five green concentric circles for the overall rating of each property. The bar always has five circles whether the score is 5 out of 5 or 1 out of 5. E.g.

ii.

3 out of 5 is shown thus:

Sizing: 118 x 20 pixels

iii. The TripAdvisor Ratings Bar must be shown for each property with the text “TripAdvisor Traveler Rating” and indicate the number of reviews on which it is based. E.g.

iv. The TripAdvisor Ratings Bar without “owl eyes” may be used next to each of the most recent five reviews.

Sizing: 69 x 14 pixels

(g) Format and rules for displaying TripAdvisor logo and Rating Bar

i. Assuming a resolution of 72 dpi, the TripAdvisor logo and Ratings Bar must each be at least 100 pixels and be in proportion.

ii. The TripAdvisor logo and Ratings Bar will be provided by TripAdvisor and must be served direct from TripAdvisor image URLs.  Partner will not store and locally serve TripAdvisor logos.

(h) Notice and Disclaimers

i. The wording “© [year] TripAdvisor LLC.  All rights reserved” must be displayed on each page of the Partner Solution containing TripAdvisor Content under the reviews.  The wording must include a hyperlink from the words “TripAdvisor” to in the relevant TA Site in order to view TripAdvisor’s standard copyright notice/terms and conditions and disclaimer.

(i) Indexing for Search Engine

i. Partner will make all displays of TripAdvisor Content on the Partner Solution non-indexable by search engines.

(j) TripAdvisor Content Access

i. TripAdvisor content display widgets can only be displayed in the pages powered and managed by the Partner Solution and the content can only be used by Participating Properties that are using the Review Express Solution via the Partner Solution.

ii. Partner is responsible for ensuring that only the Participating Properties that comply with the above requirement (paragraph 1(j)i of this Exhibit) will have access to the TripAdvisor Content.