These Master Terms, together with any applicable Orders, which are hereby incorporated by reference, will govern any and all Services purchased by or on behalf of Customer. This Agreement sets out the terms and conditions on which Customer may access or otherwise make use of any of the Services provided by Tripadvisor. All capitalized terms herein shall have the meaning assigned to them in Section 10.
Section 1 describes the services that You are purchasing from Tripadvisor and the Tripadvisor company that you will be receiving services from.
1.1. “Tripadvisor” is the umbrella term used in this Agreement, and defined in Appendix A, to refer to any one of the three companies within the Tripadvisor group that provides an online platform and various tools and services that enable You to purchase and participate in the Services. The details of those three companies (each a “Tripadvisor Company”) are set out in Appendix A below.
1.2. Tripadvisor provides Services associated with its Content Solutions Products, including without limitation, licensing and subscription services regarding the TA Materials, subject to the acceptance of this Agreement. For any Service in which Customer enrolls by completing, signing or submitting an Order, Customer will pay Tripadvisor in accordance with the payment terms and conditions herein and in the applicable Order.
1.3. This Agreement constitutes a legally binding agreement between You and the applicable Tripadvisor Company. If You are not clear about which Tripadvisor Company You have contracted with, please read this carefully, or contact Us to check if You are still unsure. Notwithstanding the specific Tripadvisor Company that You are contracting with, TripAdvisor LLC is the owner of all legal rights and title to the Tripadvisor intellectual property and operates and controls the Tripadvisor Sites. TripAdvisor LLC grants the other Tripadvisor Companies a license to utilize the Tripadvisor intellectual property, including without limitation any applicable platforms or other systems, to promote, distribute and sell the Services and Content Solutions Products to customers in the respective territories of each Tripadvisor Company.
Section 2 explains the documentation required for your purchase of the Services in addition to this Agreement, and other rules you are required to follow to the services you are purchasing from Tripadvisor. This section includes information about the order in which Licensed Content or Properties will be displayed on the Tripadvisor Site.
2.1. Each Order shall specify the Services to be delivered (e.g. types and amounts of content or Calls), the prices for such Services, the maximum Budget (if applicable), and the Order Start Date and Order End Date (or the maximum Budget, if no End Date is specified), as applicable. No other additional terms of any sort appearing in any writings or other communications made in connection with any Order or this Agreement, including without limitation those contained on any forms of payment, will be binding on Tripadvisor, whether in conflict with or in addition to this Agreement. Orders are binding on Customer and not subject to cancellation, except as provided below under Section 8.
2.2. Tripadvisor may, in its sole discretion and without liability to Customer or any third party, suspend Services, in whole or in part, as is reasonably necessary for compliance with applicable laws or government orders, or if Customer is in violation of this Agreement. Customer acknowledges it will not acquire any proprietary rights (including copyright and any other intellectual property rights) in the Services, all of which shall be retained by Tripadvisor.
2.3. Customer’s failure to comply with all applicable Policies and requirements may delay or prevent delivery of the Services and shall give Tripadvisor the right to immediately terminate this Agreement.
2.4. Tripadvisor may redesign the Tripadvisor Sites in its sole discretion at any time. Tripadvisor may update, modify, change or discontinue any of the Services in its sole discretion at any time. If any Service is discontinued and Tripadvisor is unable to provide a comparable replacement for the remainder of the Order Term, Tripadvisor shall refund to Customer a pro-rated portion of all prepaid fees (where applicable) associated with the discontinued Service for which no replacement was provided.
Section 3 describes the licenses Tripadvisor grants you and the rights Tripadvisor reserves when providing content via the API Feed. This section includes information about how content must be displayed and restrictions on how the Services, API Feed and Licensed Content may be used.
3.1. License to API and Licensed Content.
3.1.1. Tripadvisor will make the Licensed Content available to Customer via the API in accordance with the Documentation. Customer shall remain fully responsible for all use and access to the API provided to Customer.
3.1.2. Subject to Customer’s compliance with this Agreement and the Policies, Tripadvisor grants to Customer during the applicable Agreement Term a non-exclusive, worldwide, revocable and royalty-free right and license to access and use the API Feed and Licensed Content delivered therein solely to (i) use, copy, perform and display (publicly or otherwise) the Licensed Content solely through the Customer Website and Application, and (ii) allow End Users to access and use the Licensed Content solely through the Customer Website and Application. The license granted hereunder may not be sublicensed by Customer, except to its End Users in connection with their use of the Customer Website and Application.
3.2. License to Marks. Tripadvisor grants to Customer during the applicable Agreement Term a non-exclusive, non-transferable, revocable, non-sublicensable, royalty-free, worldwide license to use, perform and display the Marks, solely in accordance with Tripadvisor’s Display Requirements for purposes of performing its obligations or exercising its rights under this Agreement. Customer will not publish or otherwise engage in any use of the Marks in a manner that violates this Agreement or Tripadvisor’s Display Requirements, and will immediately cease any use of the Marks upon notification by Tripadvisor that such use is non-compliant. Customer will not take any action to register or otherwise interfere with Tripadvisor’s interests in the Marks. Unless specifically provided for herein, Customer 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 Customer’s use of the Marks will inure to the benefit of Tripadvisor.
3.3. Reservation of Rights. Except for the licenses granted hereunder, Tripadvisor retains all right, title and interest in and to the Services, API and Licensed Content.
3.4. Display & Access.
3.4.1. Notwithstanding anything to the contrary herein, in no event shall (i) Customer use, copy, perform or display any TA Materials on a Prohibited Site; or (ii) a Prohibited Site be included as a Customer Website or Application. Customer shall provide Tripadvisor with full access to any of Customer’s password protected websites that display the Licensed Content, including without limitation, providing all necessary credentials, passwords, keys and documentation necessary for such access and as necessary to view the Licensed Content.
3.4.2. Customer understands and agrees that a Mark must accompany any and all uses, copies, performance, displays and/or placement on or through the Licensed Content on the Customer Website and Application.
3.4.3. Customer shall ensure that Tripadvisor’s logos and ratings bars will be served directly from Tripadvisor URLs, and that it shall not store and/or locally serve Tripadvisor logos. Solely in accordance with this Agreement and in order to exercise its limited rights herein, Customer may only cache the Licensed Content as explicitly permitted by the Tripadvisor Caching Policy. Customer will make all displays of TA Materials on Customer Website and Application non-indexable by search engines.
3.4.4. Customer shall make the TA Materials available to End Users solely as expressly permitted by the Display Requirements and in no event shall Customer (i) display the TA Materials or publicly communicate in any way, or on any site, in a manner that disparages Tripadvisor or its products or services; (ii) modify or alter any display, sort or ranking order; (iii) be selective as to rankings, reviews or quality of the Licensed Content; (iv) or otherwise access, use, copy, perform or display the TA Materials in any way which may be misleading or confusing.
3.4.5. From time to time during the applicable License Term, at Tripadvisor’s discretion, Tripadvisor will update and refresh the Licensed Content, and make such refreshed Licensed Content available to Customer. Notwithstanding anything to the contrary, upon notice by Tripadvisor to Customer, Partner shall remove from the Customer Website and Application any specific Licensed Content detailed in such written notice.
3.5.1. During the Agreement Term, Customer will not enter into or otherwise participate in any agreement, understanding or arrangement with any other user-generated content provider for the licensing or collection of content similar to the Licensed Content, including without limitation displaying or using the TA Materials alongside or in conjunction with other user-generated content.
3.5.2. Customer shall not use the Services or TA Materials in a manner that violates any applicable Laws. Furthermore, Customer shall not, and shall ensure that any third party or Customer employee shall not: (a) grant or provide third parties access to the Services or API, or otherwise resell, transfer, pledge, or share Customer’s rights under this Agreement; (b) upload, post, transmit, or otherwise display the TA Materials in connection with any content (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable, or (ii) that Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes any patent, trademark, trade secret, copyright or other proprietary rights; (c) modify, remove or amend the TA Materials, update, reproduce, duplicate, copy all or any part of the Service; (d) make the Services or API available to anyone other than Customer’s employees, contractors, and consultants for the purposes of exercising Customer’s rights solely as permitted in this Agreement; (e) access, retrieve, collect or use the Licensed Content, or any similar content available on the Tripadvisor Sites, through any means other than the API provided by Tripadvisor; (f) subject to (e) above, access or attempt to access any of Tripadvisor’s systems, programs or data that are not made available for public use, or attempt to bypass any of the Service security and traffic management devices; (g) use the Services or TA Materials alongside or in conjunction with any product which is competitive with any Tripadvisor product offering; or (h) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Services, TA Materials or any software, documentation or data related to the Services or TA Materials by any means whatsoever.
Section 4 explains how you are required to make payments for the services provided by Tripadvisor, including but not limited to the interest that you might be required to pay for unpaid fees.
4.1. Customer shall make payments in the amount and by the method selected by Customer in the applicable Order. Customer shall be charged by Tripadvisor for the applicable Services on a monthly basis and all charges shall be calculated in accordance with the applicable Order and Section 4.2 below. In the event that Customer is invoiced for any Services, the Customer shall pay all invoices within thirty (30) days from the date of the invoice unless otherwise specified on the Order.
4.2. Customer may set a Budget on the applicable Order or from the options provided by Tripadvisor within the My Plan Page and such Budget shall remain in effect for the duration of the Term unless otherwise modified in accordance with the terms herein; the per-Call rate will vary according to Tripadvisor’s then-current rates. Any updates to Customer’s Budget may be implemented within the My Plan Page or by obtaining written approval from Tripadvisor, for which email will be sufficient. Customer shall be liable to pay for all Calls made until the Budget is reached. Any revisions to the Budget shall take effect promptly after receipt of notice, but the billing cycle relating to the Budget (as revised) shall remain the same.
4.3. In addition to any other rights, Tripadvisor may immediately discontinue, or otherwise suspend, the applicable Services in the event of non-payment by the Customer in accordance with this Agreement.
4.4. All amounts payable under this agreement:
4.4.1. Will be exclusive of any applicable sales, use, excise, value added tax, or other tax or amount which may be levied on the Services provided for under this Agreement. Where applicable, taxes payable will be reflected as separate items on invoices, which will include a detailed description of such tax; and
4.4.2. Shall be paid in full without any deductions except where the payor is required by law to deduct withholding tax from sums payable to the payee and remit to the local tax authorities. Payor shall promptly provide to payee any proof of such remittances to the local tax authorities, including receipts issued from the appropriate tax regulatory authority or any other relevant documentation evidencing payment of any amounts deducted pursuant to this clause.
4.5. All unpaid fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. All billing calculations are based solely on the metrics as calculated by Tripadvisor (including but not limited to Calls), not Customer or third party calculations, unless otherwise agreed to in writing in the applicable Order.
4.6. If Tripadvisor, in its sole reasonable discretion, believes in good faith that Customer may be unable to pay amounts due to Tripadvisor according to the payment schedules provided hereunder, Tripadvisor may suspend Services and require that Customer removes any and all Licensed Content from the Customer Website and Application. Any such suspension will be lifted upon Customer’s payment of all unpaid amounts, subject to any additional payment schedules provided by Tripadvisor.
Section 5 covers each party's responsibility with regards to ownership of intellectual property rights and Work Product.
5.1. Tripadvisor shall own and retain all right, title and interest in and to any Work Product arising pursuant to this Agreement, including any and all intellectual property rights therein.
5.2. To the extent applicable, Tripadvisor shall be deemed to be the "author" of all Work Product and all such Work Product 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. Customer hereby waives any and all moral rights (including rights of integrity and attribution) in and to the Work Product.
5.3. To the extent that any Work Product does not constitute a work made for hire, Customer hereby assigns to Tripadvisor all right, title and interest that Customer may have or may hereafter acquire in all Work Product, including all intellectual property rights therein. At Tripadvisor’s expense, Customer shall execute all documents and take all actions necessary for Tripadvisor to document, obtain, maintain or assign its rights to the Work Product. Customer will not contest the validity of Tripadvisor’s rights in the Work Product. All such materials will be deemed to be the confidential, proprietary and trade secret information of Tripadvisor.
Section 6 covers each party’s responsibility to protect any confidential information of the other party that it receives. It also sets out obligations relating to data privacy, and explains the parties’ access to various types of data both during the term of this Agreement and after it ends.
6.1. If Tripadvisor and Customer have entered into a Non-Disclosure Agreement (“NDA”), Tripadvisor and Customer agree that the terms of such NDA will be deemed incorporated herein and further. Notwithstanding the foregoing, each party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all of the other party’s Confidential Information. All terms and conditions of this Agreement, including, but not limited to, pricing and Customer-specific terms, will be considered Confidential Information and will not be disclosed (except to a party’s attorneys and/or accountants on a need-to-know basis, or if required by applicable law) without the prior written consent of the other party. Furthermore, the API Feed and all related materials (including the underlying technology, user interface, algorithm, process, functionality etc.) is Tripadvisor’s Confidential Information and will not be disclosed (except to Customer’s attorneys and/or accountants on a need-to-know basis, or if required by applicable law) without the prior written consent of Tripadvisor. 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 to the extent that such notice is feasible given the timing of the notice period or requirements of said governmental or judicial bodies. Each party acknowledges and agrees that Tripadvisor may archive an electronic copy of the Agreement. Customer will require any third party or affiliate used in performance of this Agreement on Customer‘s behalf to be bound by confidentiality and non-use obligations at least as restrictive as those imposed on Customer by this Section 6.1, unless otherwise set forth in this Agreement.
6.2. 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 these Master Terms); (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.
6.4. To the extent applicable, Customer shall evidence that it has appropriate security measures in place to protect End Users’ Personal Data, including appropriate technical and organizational measures to protect against unauthorized or unlawful processing and against accidental loss, destruction or damage. Unless otherwise explicitly authorized in writing and in advance by Tripadvisor, Customer will not: (a) use or disclose Order details, or any data collected pursuant to this Agreement, for retargeting or any purpose other than the display of the Licensed Content; or (b) use or disclose any Personal Data collected from individual users during the display of any Licensed Content. For the avoidance of doubt, unless otherwise specified in this Agreement, both parties agree that no collection, use, transfer, or processing of Personal Data will occur as it pertains to Tripadvisor’s delivery of the Services to the Customer. Tripadvisor makes no warranty, whether express or implied, regarding the Customer’s use of any information it may derive in the course of receiving the Services and Tripadvisor expressly disclaims any and all liability arising out of the Customer’s use of such information.
Section 7 includes the disclaimers for the services, so it is clear what you can expect from us and the services, and the limits of legal liability that we may have to you under this Agreement and your use of the services. It also explains that if we suffer a loss in connection with your use of the services, you agree to cover the costs.
7.1. ALL SERVICES AND TA MATERIALS THAT MAY BE PROVIDED BY TRIPADVISOR ARE PROVIDED "AS IS". CUSTOMER AGREES THAT TRIPADVISOR SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE ARISING AS A RESULT OF INACCURACY OR INCOMPLETENESS OF THE TA MATERIALS. CUSTOMER FURTHER AGREES THAT TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COMMERCIAL OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICES OR LICENSED CONTENT.
7.2. EXCEPT AS OTHERWISE STATED HEREIN, TRIPADVISOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, WITH RESPECT TO THE TA MATERIALS OR ANY OTHER SERVICES PROVIDED UNDER THIS AGREEMENT.
7.3. TRIPADVISOR DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS.
7.4. IN NO EVENT SHALL TRIPADVISOR OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY RECEIVED BY TRIPADVISOR FROM CUSTOMER FOR THE SPECIFIC SERVICE AT ISSUE OR FOR ANY DAMAGES RELATED TO THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COMMERCIAL OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICES.
7.5. TRIPADVISOR MAKES NO REPRESENTATION THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND TRIPADVISOR WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS (INCLUDING ANY LOST DATA).
7.6. Customer represents and warrants that (i) Customer, Customer Website and Application, and anyone acting on behalf thereof, shall comply with all applicable laws, including without limitation CAN-SPAM, U.S. Children’s Online Privacy Protection Act (“COPPA”) and all applicable data privacy laws; and (ii) Customer, anyone acting on behalf of Customer, will not use, or permit any use of, the Services or TA Materials by anyone from a country prohibited under U.S. export and/or Office of Foreign Assets Control (OFAC) regulations or any Prohibited Person under OFAC, including, but not limited to, regulations based upon sanctions, country programs against or embargoes
7.7. Customer agrees to defend, indemnify and hold harmless Tripadvisor and each of Tripadvisor’s agents, partners, customers, subcontractors and 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 attorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with (a) Customer’s use of the Licensed Content, in a manner inconsistent with the terms of this Agreement; (b) breach of any laws, regulations, or ordinances; and (c) Customer’s Website and Applications. Customer shall not agree to any settlement or compromise that imposes any obligation or liability on Tripadvisor without such party’s prior written consent.
Section 8 explains how this Agreement may be terminated and what happens after termination of the Agreement.
8.1. This Agreement shall be in effect for the Agreement Term. Tripadvisor shall provide Customer access to the Services beginning on the Order Start Date and ending on the End Date. So long as any Order remains in effect, these Master Terms shall also remain in effect. In the event that there are no active Orders between the parties and Tripadvisor is not providing Customer with any Services, this Agreement shall automatically terminate.
8.2. Termination For Cause. This Agreement may be terminated by Customer only if a material breach of this Agreement remains uncured after the Customer has given thirty (30) days prior written notice to Tripadvisor specifying the alleged breach. Except as otherwise stated in an Order, Tripadvisor may revoke or discontinue (permanently or temporarily) Customer’s access to one or more of the Services and/or terminate this Agreement at any time with immediate effect for any reason, including, but not limited to, if Tripadvisor detects any misuse of the Tripadvisor Site or the Services, and/or if Tripadvisor believes that Customer is in breach of this Agreement, and/or for any other reason in Tripadvisor’s sole discretion.
8.3. Non-Renewal. Either party may terminate this Agreement, or any individual Order, by providing written notice to the other party no less than sixty (60) days prior to the end of the then current Agreement Term or Order Term, respectively.
8.4. Effect of Termination.
8.4.1. Upon expiry or termination of these Master Terms or any applicable Order for any reason, (a) Customer will: (i) pay to Tripadvisor, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered services up to the effective date of cancellation; (ii) destroy and/or return any tangible copies of the Licensed Content to Tripadvisor; (iii) remove all Licensed Content from the Customer Website and Application; and (iv) cease to hold itself out as associated with Tripadvisor; and (b) Tripadvisor will block Customer's access to the Licensed Content and any new or updated versions of the Licensed Content.
8.4.2. Upon termination or expiration of this Agreement, the following sections will survive: 5, 6, 7, 8, 9, and 10. The terms of Section 6 shall survive the completion, expiration, termination or cancellation of these Master Terms or any applicable Order for a period of five (5) years.
8.5. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, UPON THE TERMINATION OF ANY OF THE SERVICES (EXCEPT IN THE EVENT OF TERMINATION FOR CAUSE UNDER SECTION 8.2), CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO TRIPADVISOR UNDER THE APPLICABLE ORDER OR SCHEDULE. NEITHER TRIPADVISOR NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO CUSTOMER. However, in cases which involve fraudulent activity of any type, inappropriate or malicious content, breach of this Agreement or misuse of the Services or Tripadvisor Site, no refunds will be provided.
Section 9 covers general legal provisions, including but not limited to (a) that any legal claims you may have against us will be heard in the courts of Boston, Massachusetts and that Massachusetts law applies to this Agreement; (b) you may not assign your rights under this Agreement to any other party unless Tripadvisor agrees to such assignment in writing; and (c) if we provide you with a translation of the Agreement, any terms that differ due to the translation will not be binding and the correct, English version will continue to be binding.
9.1. Customer hereby grants Tripadvisor permission to use Customer’s name and logo to publicize the fact that it is a client of Tripadvisor, including but not limited to, in press releases and in other forms of media. Customer shall not use, display or modify Tripadvisor’s trademarks in any manner without the prior written consent of Tripadvisor.
9.2. During the Term, Tripadvisor may, in its sole discretion, audit and verify Customer’s compliance with this Agreement. Customer shall cooperate and provide commercially reasonable assistance to Tripadvisor during any such audit. If the audit reveals a breach of this Agreement, then, without limiting Tripadvisor’s other rights and remedies, Supplier will promptly reimburse Tripadvisor for the costs associated with such audit.
9.3. The Agreement is governed by, and shall be construed in accordance with, the laws of the Commonwealth of Massachusetts, USA. By entering into this Agreement, Customer waives any claims that may arise under the laws of other countries or territories. Customer must institute any claim, cause of action or dispute with Tripadvisor arising out of or relating to this Agreement exclusively in the courts of Boston, Massachusetts, USA. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts for all disputes related to the subject matter hereof.
9.4. All notices to Tripadvisor relating to any notices, termination, legal claims or other such related matters must be made in writing to Tripadvisor by mail at Attn: General Counsel, Tripadvisor, 400 1st Avenue, Needham, MA 02494, USA. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon sending by email (in the case of Tripadvisor sending notice by email to Partner).
9.5. Throughout the term of this Agreement, Tripadvisor shall operate an internal complaints procedure through its Support Form. If Customer has a complaint in connection with this Agreement, Customer should notify Tripadvisor using the Support Form. On receipt of a complaint, Tripadvisor will investigate and provide Customer with a response and decision as soon as reasonably practicable. If Customer is established in the European Union (an “EU Customer”) and believes that the dispute is not wholly resolved through Tripadvisor’s complaints procedure, then the dispute may be referred at Customer’s discretion to the Centre for Effective Dispute Resolution (“CEDR”) for mediation. Although mediation is a voluntary process, Customer and Tripadvisor both agree to engage in good faith throughout any mediation attempts, and to do so in accordance with the CEDR Model Mediation Procedure. Unless Customer and Tripadvisor agree otherwise within fourteen (14) days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation, Customer must give Tripadvisor notice in writing, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Any attempt to reach an agreement through mediation on the settlement of a dispute will not affect Customer’s or Tripadvisor’s right to initiate court proceedings at any time before, during or after the mediation process.
9.6. No joint venture, partnership, employment, or agency relationship exists between Customer 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. Customer may not assign its rights hereunder to any third party unless Tripadvisor expressly consents to such assignment in writing, not to be unreasonably withheld. Tripadvisor may assign this Agreement without consent to: (a) an affiliate; (b) any purchaser of all or substantially all of the assets of (i) Tripadvisor or (ii) the business group providing services pursuant to this Agreement; or (c) to any successor to (i) or (ii) by way of merger, consolidation or similar transaction.
9.7. Except as specifically provided herein, the Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter hereof. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provision will be deemed modified to the extent necessary to make them enforceable. These Master Terms will be deemed to be controlling over all other writings or agreements of any kind between the parties.
9.8. Tripadvisor is not liable for any failure or delay in its performance under this Agreement due to a Force Majeure Event. If a Force Majeure Event interrupts, hampers or interferes with the preparation, commencement or completion of Tripadvisor’s Services hereunder, then Tripadvisor may suspend Services and the running of time hereunder for so long as the Force Majeure Event shall continue. No compensation shall accrue or become payable to Tripadvisor hereunder during the period of such suspension, provided that the schedule set forth on the applicable Order shall be extended for a period of time equal to the delay.
9.9. The English language version of this Agreement is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.
9.10. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. Notwithstanding the foregoing, Tripadvisor may amend these Master Terms, at any time, by giving Customer notification of the amendments in writing, including without limitation via email, unless otherwise stated in the notification, or unless Customer terminates its Order (as permitted by this Agreement or the notification).
9.11. Neither party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
This Section 10 lists the defined terms used in this Agreement, together with their definitions.
10.1. “Agreement” means these Master Terms, the Policies and any applicable Order(s).
10.2. “Agreement Term” means the period starting on the Effective Date and continuing until the last Order is terminated in accordance with this Agreement.
10.3. “API” means the application programming interface (“API”).
10.4. “Budget” means the total budget indicated on an Order, which is the maximum payable by Customer to Tripadvisor for Calls. Notwithstanding the foregoing, the maximum may be exceeded if Customer changes the Budget in accordance with this Agreement.
10.5. “Caching Policy” means those specifications and requirements pertaining to any caching in connection with the Services, located here, as may be updated by Tripadvisor from time to time.
10.6. “Call” means each act of Customer accessing or using the API.
10.7. “Confidential Information” means any confidential or proprietary information of the other party provided or received hereunder, including but not limited to, data, information and know-how transmitted to such party whether the disclosing party has identified or marked 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. Confidential Information does not include information, however designated, that: (i) is or subsequently becomes publicly available without a party’s breach of any obligation owed to the other party; (ii) became known to prior to the disclosing party’s disclosure of such information to the other party pursuant to the terms of this Agreement; (iii) became known to a party from a source other than the disclosing party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by the other party.
10.8. “Content Solutions Products” means the services offered by Tripadvisor to business-to-business customers involving Licensed Content.
10.9. “Customer“ or “You“ means the contracting entity accessing the Tripadvisor Services as listed in the Order.
10.10. “Customer Website and Application” means any website, mobile site or applications described as the Customer Website and Application in the Order.
10.11. “Display Requirements” means those specifications and requirements regarding the use and display of TA Materials, located here, as may be updated by Tripadvisor from time to time.
10.12. “Documentation” means those specifications and requirements regarding the implementation and use of the Services and API Feed, located here, including without limitation Authentication, Caching Policy, Localization, Rate Limits, Review Implementation Policy, each as may be updated by Tripadvisor from time to time.
10.13. “Effective Date” means the date the Master Terms were accepted by Customer.
10.14. “End User” means an end user who accesses or uses the Customer’s Site.
10.15. “Force Majeure Event” means causes beyond the parties’ reasonable control, including without limitation fire, earthquake, labor dispute or strike, act of God or public enemy, or act of terrorism.
10.16. “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).
10.17. “Laws” refers to any statute, regulation, rule, ordinance or ruling by a foreign, federal, state or local government including, but not limited to data transfer, intellectual property rights and privacy laws.
10.18. “Licensed Content” means the content provided to Customer by Tripadvisor as described in the applicable Order, including, without limitation, all text, data, images, materials and other content, and any Updates thereto provided to Customer by Tripadvisor.
10.19. “Marks” means Tripadvisor’s trade names, trademarks, service marks, logos or other similar indicia of identity or source that Tripadvisor may furnish to Customer for use under this Agreement.
10.20. “Master Terms” means these Tripadvisor Content Solutions API Terms and Conditions.
10.21. “My Plan Page” means the page within Tripadvisor’s online portal for businesses to view and manage their subscription to the Services on the Tripadvisor Site.
10.22. “Order” means the record generated by Tripadvisor and provided to Customer setting out the terms of the applicable Service(s), which shall be completed, accepted, signed (to the extent applicable) and submitted by Customer to Tripadvisor, as applicable to the Service.
10.23. “Order Start Date” means the date on which the applicable Services may begin, which shall be the later of (i) the date listed on the applicable Order or (ii) the date of Customer’s signature on the applicable Order.
10.24. “Order Term” means the period starting from the Order Start Date until the end date stated in the applicable Order.
10.25. “Personal Data” means, subject to applicable data privacy standards, any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
10.27. “Prohibited Person” shall mean any person, group, entity, nation or other banned or blocked person named on any list, or update thereto, issued by the Office of Foreign Assets Control (“OFAC”) pursuant to Executive Order 13224 or the President, including the “Specially Designated National and Blocked Person List”, or similar lists.
10.28. “Prohibited Site” means any site which contains objectionable content including, but not limited to, content that is misleading, un-approved (as determined by Tripadvisor), libelous, disparaging, defamatory, obscene, violent, bigoted, hate-oriented, sexually explicit, illegal, and/or that promotes illegal goods, services, or activities.
10.29. “Services” means the products and services that are offered or delivered by Tripadvisor to Customer, including without limitation API, as documented in an Order.
10.30. “Support Form” shall mean the form located here, as may be updated by Tripadvisor from time to time.
10.31. “TA Licensee Site” means the websites and/or applications of any third parties to which Tripadvisor licenses review content (which may include Jointly Collected Reviews).
10.32. “TA Materials” means the Licensed Content, the Marks, any Work Product, Tripadvisor’s widgets, and any derivative works of any of the foregoing.
10.33. “Tripadvisor” is the umbrella term used in this Agreement to refer to the Tripadvisor Company that You have contracted with under the Order(s), which is either (i) TripAdvisor LLC, a Delaware limited liability company; (ii) TripAdvisor Ltd.; or (iii) TripAdvisor Singapore Pvt Ltd. If You are not clear about which Tripadvisor Company You have contracted with, please read this carefully, or contact Tripadvisor to check if You are still unsure.
TripAdvisor LTD will be the Tripadvisor Company with which You are contracting if Your primary place of business is located in Europe, the Middle East or Africa.
TripAdvisor Singapore PVT LTD will be the Tripadvisor Company with which You are contracting if Your primary place of business is located in Asia or the Pacific Region.
TripAdvisor LLC will be the Tripadvisor Company with which You are contracting if Your primary place of business is not located in any region listed above.
10.34. “Tripadvisor Site“ means www.tripadvisor.com, along with any and all other websites, media, and applications operated by Tripadvisor (including all corresponding top-level domains and subdomains) including but not limited to the websites listed here: https://tripadvisor.mediaroom.com/us-about-us; localization instances of such Tripadvisor websites and applications; email and other marketing materials sent by Tripadvisor or any of the Tripadvisor brands; Tripadvisor partner sites; or Tripadvisor-branded advertisements on third-party partner websites, media, and applications.
10.35. “Updates” means updates, refreshes, corrections and other modifications.
10.36. “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 an Order. Work Product shall not be deemed to include the confidential information of the Customer’s website pages, metrics, or internal reporting.
Last Updated: December 12, 2022