Hotel Metasearch and Demand Services Terms

1. Demand Services Terms

1.2. General. Demand Services may include inventory and rates information (“Customer Information”) for Customer’s properties and Customer understands and agrees that Amadeus will provide Customer Information to third-party distributors when performing Demand Services. Services third party distributors will present Customer Information in its distribution display allowing consumers to review both Customer Information and review prices and/or descriptions of other hotels. Customer understands that if a consumer selects Customer’s hotel, then the consumer may be directed to the Customer’s website or booking engine for booking and fulfillment. Customer agrees and understands that a consumer may choose to select other hotels or other booking mechanisms so that the consumer would be redirected to another hotel’s website and/or another booking engine. Third-party distributors, including major search engines, may be added to provide Demand Services to Customer at any time during the Term by Amadeus in its sole discretion. Customer understands and agrees that it will be automatically enrolled with these third-party distributors. Amadeus may add or remove Customer at any time from Demand Services or any distributor within Demand Services. Customer will pay for each third-party distributor of Demand Services in accordance with the provisions of the Agreement. Amadeus is not liable for any missed bookings or any performance concerns. Customer may terminate the Demand Services portion of the Agreement by giving 90 days prior written notice to Amadeus. For the avoidance of doubt, Demand Services Termination will not impact any other services or contract with Amadeus, including any “bundle” or “bundle pricing” terms. Termination of Demand Services may take approximately two weeks to process. During such termination period, Customer may continue to receive bookings through the Demand Services channels. Therefore, Customer will be charged for any transactions made during this termination period. At all times, Customer will maintain competitive rates, make inventory available for direct booking and maintain up-to-date content. Amadeus will attribute bookings to Demand Services based on a transaction being completed by a consumer in-session or within 7 days of the consumer being served an advertisement or landing on the booking engine from a third party (“Attribution Model”). Amadeus reserves the right to change the definition and length of the Attribution Model at any time.

1.2. Demand Services Cost-Per-Click (CPC) Metasearch. Customers enrolled in a Demand Services CPC Metasearch program will be invoiced monthly for the amount of Actual Ad Spend, in addition to an agreed-upon management fee and a Demand Services reservation fee (i.e. success-based commission per booking), as set forth in the Agreement. The Actual Ad Spend is the cost paid to Amadeus third-party distributors for advertising the Customer’s direct booking options. The management fee will be calculated as a percentage of the monthly total Actual Ad Spend. The Demand Services reservation fee is calculated as a percentage of the Demand Services-attributed booking. Customer understands and agrees that the Budget specified in the Order Form is an ESTIMATE ONLY and not a fixed cap or spend and therefore if the Actual Ad Spend is less or more than the Budget amount, then Customer will pay the actual amount spent. Customer may elect to decrease, or increase spend by requesting an addendum to their Demand Service Program. Customer may terminate its participation in Demand Services CPC Metasearch at any time upon ninety (90) days prior written notice to Amadeus. A termination of Demand Services CPC Metasearch will not impact any other services or contract with Amadeus, including any “bundle” or “bundle pricing” terms. A termination of Demand Services CPC Metasearch will default Customer into equivalent Demand Services CPA Metasearch (Cost Per Acquisition) unless such services are not available, or Amadeus is otherwise instructed in writing by Customer. All Demand Services terms apply to Demand Services CPC Metasearch, including the Attribution Model.

1.3. Performance Media. Performance Media may include display advertising, paid search engine marketing, and paid social advertising. Other media tactics and channels may be added at TravelClick’s discretion. Creatives will be developed for the campaign by TravelClick based on a standardized template. Clients must provide creative assets that meet TravelClick’s requirements within 7 days of the contract start date or TravelClick has the right to pull such assets from online sources, including the property website, to develop the creatives. Customer may opt in or out of this program at any time. Opting out of the program will take 7 days to process, and Customer will be responsible for any future consumed bookings delivered by the program. All Demand Services terms also apply to Performance Media, including the Attribution Model.

Note: Performance Media requires the processing of certain personal data. In accordance with the terms of the MSSA, it is Customer’s responsibility to comply with all applicable Data Protection Legislation, by –including but not limited to – providing the required information to and obtaining required authorizations from end-users in order to process personal data for the Performance Media services.

2. Amadeus Hotel Metasearch

2.1. General. Amadeus Hotel Metasearch (“AHM”) will enable Amadeus to extend metasearch campaign management and connectivity services to customers that are using a third-party web booking engine in conjunction with Amadeus’ iHotelier Central Reservation System. Each non-iHotelier Customer that subscribes to AHM must provide Amadeus with an accurate URL to its third-party booking engine (“Third Party BE”). Amadeus will provide such URL to the applicable metasearch site (“Meta”) so the Meta can redirect potential bookings to Customer’s Third Party BE (“Meta Redirect”). Customer is solely responsible for providing Amadeus, in a timely manner, with an accurate URL for its then-current Third Party BE and provide the necessary information as requested by Amadeus to implement AHM. Amadeus will provide Customer with a dedicated set of tags, meaning specific html script(s) (the “Tags”) and Customer shall implement said Tags on Third Party BE. Customer understands and acknowledges that AHM will not function without these Tags being implemented by Customer. Amadeus recommends using Google Tag Manager to implement Tags on Third Party BE. In case Customer chooses a different implementation method, it assumes all risk and liability for said tag to be implemented and to function correctly with AHM (e.g., incorrect implementation might cause conversion data not to be send to Amadeus via deployed tags). Neither Amadeus nor its affiliates will be liable in any way in connection with any claims, losses, damages or related costs (“Claims”) which may be asserted in connection with the Meta Redirect. Furthermore, customer agrees to indemnify and hold Amadeus, its affiliates and their third-party providers harmless from and against any and all Claims which are asserted or incurred with Customer’s acts or omissions in connection with the Meta Redirect.

2.2. Termination. Amadeus may terminate AHM at any time, upon 90 days prior written notice to Customer (“AHM Termination Right”). If Amadeus exercises the AHM Termination Right, Amadeus will apply a pro-rated credit to Customer’s account that Customer may apply towards other Amadeus media services. Customer may terminate their Amadeus Hotel Metasearch Subscription by giving 90 days prior written notice to Amadeus. For Demand Services campaigns, the Parties may mutually agree in writing (where email is sufficient) to deviate from the Term Start Date as set forth in the Service Order and set a later start date of up to 4 weeks. For the avoidance of doubt, a change in the Term End Date requires a duly executed and fully signed amendment by the Parties. Further, in case of campaign-related request issued by Amadeus to Customer, including but not limited to approval of creatives, the Customer has 3 days to respond to Amadeus. If Amadeus does not receive a response from Customer within the aforementioned timeframe the campaign-related request shall be deemed accepted as proposed by Amadeus.