Terms and Conditions

General Terms and Conditions of the Agreement

Section 1: License.  TravelClick grants Customer a limited, non-exclusive, revocable, and non-transferable license to access and use the Services (and any software related to the Services) during the Term. TravelClick owns all rights, title, and interest in and to the Services or has sufficient rights in order to provide the Services. During the Term, Customer grants TravelClick and providers used by TravelClick to deliver the Services the right to use the Customer’s trademarks, names, and other content or information to the extent necessary to provide the Services (the “Content License”). Any use of the Services by Customer constitutes acceptance of these terms and conditions and/or any posted updates, modifications, or additions to these terms and conditions.

Section 2: Fees.  Customer will pay for all fees (the “Fees”). Customer will pay Fees immediately upon receipt of invoice or Effective Date, as applicable, but after 30 days, outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted by law and any collection fees related to late payments. TravelClick may increase the Fees during the Term upon 30 days’ written notice. Customer will pay for all wire transfer fees, bank charges, and applicable foreign, national, state, or local taxes related to its use of the Services. Upon request of Customer, TravelClick will, if technically possible, provide separate invoices directly to each Hotel as a courtesy to Customer. Notwithstanding the foregoing, Customer agrees that it will remain responsible for all fees and financial obligations of the Hotels in the event of non-payment by a Hotel. If applicable, Customer will pay for all third-party mitigation charges incurred by TravelClick in defending against Distributed Denial of Services attacks that are specifically directed toward Customer. Fees for the Services do not include any integration-related fees that may be charged by third-party vendors for connecting their products, platform, or solutions. Integration fees separately charged by TravelClick will be separately listed in your fee table.

Notwithstanding this Section 2, for GDS media products, Customer understands and agrees that if Customer’s revenues increase or decrease through the global distribution systems, then the Fees for the following Renewal Term may increase or decrease depending on global distribution system revenue tier pricing in effect.

Section 3: Term and Termination.  The Agreement begins on the Effective Date and ends on the End Date (the “Initial Term”) but then automatically renews for successive Renewal Terms (which, unless defined on the first page of the Order Form and Agreement, are for one year periods) unless either party sends the other party written notice of its decision not to renew the Agreement at least 90 days before the end of the Initial Term or Renewal Term, as applicable. The Initial Term and Renewal Terms collectively constitute the “Term.” A party may terminate this Agreement at any time during the Term, upon written notice to the other party, if that other party has materially breached the Agreement, and the breaching party has not cured the breach within 30 days following the date of the breach notice.

Section 4: Licenses to TravelClick.  TravelClick routinely seeks input from its customers and asks its customers questions about how to improve TravelClick’s services and products. So that TravelClick can continue this mutually beneficial practice, Customer hereby grants to TravelClick a worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to use any of Customer’s ideas, modifications, improvements, or any other suggestions that directly relate to TravelClick’s products and services. TravelClick collects data from many sources and uses those data to power, improve and enhance its products and services for Customer. So that TravelClick can continue this mutually beneficial practice, Customer grants TravelClick a license to use aggregated data and information collected from the Customer through the Services but not to use any personally identifiable information. Customer hereby grants to TravelClick the right to access, obtain and use (through web scraping, web services, XML feed, or otherwise) Customer’s rate and other information publicly available on the Customer’s website for use in TravelClick’s rate shopping products.

Section 5: Compliance with Laws and Policies. Personal Data Processing. TravelClick and Customer represent and warrant that (i) each will use the Services only in accordance with all applicable laws, policies, rules, regulations, agreements, including antitrust, data protection, data privacy, anti-spam, franchise agreements, PCI DSS, and competitive sets and TravelClick’s email marketing policies located here; and (ii) each have the right to provide information, Personal Data, content or data to the other party and has complied with applicable laws in collecting Personal Data.

TravelClick will not be liable for any breach of the European E-Privacy Directive, or any amendment or re-enactment of the E-Privacy Directive, regarding the use of cookies. Customer should request further advice about compliance with the use of cookies within their local jurisdictions.

Customer’s posted privacy policy must include all legally required information, including but not limited to information about Google, any Double-Click advertising cookies or mobile advertising identifiers associated with an end-user, and an appropriate description of the Customer’s use of any remarketing in online advertising. The Customer shall obtain all end-user consents and provide any notices required by applicable law (including the European E-Privacy Directive) to enable TravelClick to place cookies and similar technologies on the device of end-users and serve ads on the devices of end-users on behalf of Customer.

The Customer warrants to TravelClick that: (i) all Personal Data to be Processed by TravelClick under this Agreement has been collected and processed in accordance with Data Protection Legislation; and (ii) it has the right to transfer, or provide access to the Personal Data to TravelClick and TravelClick’s third-party service providers and affiliates, for Processing it for the purposes of the provision of the TravelClick Services. Additional terms and conditions for Personal Data Processing may apply.

For the purpose of this Section, the following definitions apply: “Data Protection Legislation” means all applicable laws and regulations relating to the Processing of Personal Data and privacy, including the EU’s General Data Protection Regulation (2016/679/EC), and all law and regulations implementing or made under them and any amendment or re-enactment of them.  For the avoidance of doubt, any reference to compliance with Data Protection Legislation by a party shall mean compliance with such Data Protection Legislation as, and insofar as, they apply to such party. “Personal Data” has the meaning given to it in the Data Protection Legislation. “Processing” of Personal Data means the use, collection, storage, processing, modification, transfer, blocking, or erasure of Personal Data by TravelClick on behalf of the Customer.

Section 6: Customer Access to Services. Customer hereby covenants, represents and warrants (collectively, the “Access Representation”) that (i) anyone who accesses a Customer account has the right to access the Services on behalf of the hotel and/or brand and to view and utilize the products and services for that particular hotel and/or brand; (ii) Customer owns, manages or is a franchisor with the right to access or use the Services and to access and use the data derived from the Services on behalf of or for the Hotel(s); (iii) Customer is solely responsible for controlling access to the Services, including assigning an authorized administrator(s) who will grant and remove access to Customer’s employees; (iv) Customer shall not permit anyone other than Customer’s employees to access the Services without giving prior written notice to TravelClick and TravelClick may require, at its sole discretion, such third-party enter into an agreement with TravelClick for such access; (v) Customer shall be solely liable for acts and omissions of any person accessing a Customer account other than an employee of TravelClick; and (vi) Customer must provide written notice to TravelClick any time there is a change in the brand, management company, ownership of a Hotel or Hotels under this Agreement and any change of an authorized administrator or any time that Customer should no longer have access to the Services or the data derived from the Services.

Section 7: Confidential Information.  A party receiving Confidential Information (“Recipient”) may not disclose Confidential Information except to its employees and agents with a need to know and who are bound by confidentiality agreements as restrictive as this section. “Confidential Information” (a) means all information disclosed during the Term to Recipient by the party disclosing Confidential Information (“Discloser”) in any manner, whether orally or in tangible form or whether created by Discloser or Recipient, (b) but does not mean information that (i) was in Recipient’s possession prior to disclosure by Discloser prior to the Effective Date, (ii) is in the public domain and is generally known, (iii) has come into possession of Recipient by a third-party that is not under any confidentiality obligation with Discloser, or (iv) was developed by Recipient independently and without reference to the Confidential Information. This Agreement is Confidential Information.

Section 8: Indemnification.  Customer will indemnify, defend and hold TravelClick and its third-party providers harmless from and against any and all claims, costs, and damages which are asserted against or incurred in connection with the Content License, Customer’s breach of Section 5 above, the Access Representation, or the Customer Responsibilities (as described under All iHotelier Services, if applicable).

Section 9: Limitation of Liability.  EXCEPT FOR SECTION 7, NEITHER PARTY IS LIABLE FOR ANY LOST DATA, INACCURATE DATA, UNTIMELY DATA, INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND, EXCEPT FOR SECTIONS 2 AND INDEMNIFICATION OBLIGATIONS, A PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER IN THE 6 MONTHS PRECEDING THE DATE A PARTY FIRST RECEIVED NOTICE OF THE CLAIM GIVING RISE TO THAT LIABILITY. THE SERVICES ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITH ALL FAULTS. TRAVELCLICK SPECIFICALLY DISCLAIMS ANY WARRANTIES RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TravelClick has no control over the comments by any end-user of any social media platform, and TravelClick is not and will not be liable for any of those comments or any damages (in whatever form) to Customer caused by those comments.

Section 10: Information Security.  Because of performance degradation and information security risks, Customer may not (and may not have a third-party do so on its behalf) perform manual or automated penetration tests, vulnerability assessments, scans, or similar computer system tests of any nature on TravelClick’s systems without the prior written approval of TravelClick.

Section 11: Third-Party Services.

1. VFM Leonardo, TravelPort media products, Amadeus Instant Marketing, Sabre Hotel Spotlight, Sabre Promospots, Amadeus Instant Preference services, credit card processors, and other third-party services are governed by separate terms and conditions located here.
2. To the extent the third-party terms and conditions conflict with any provision in the General Terms & Conditions, the third-party terms and conditions govern your access to and use of the third-party service and your relationship with such third-party provider.
3. TravelClick may cease providing a third-party service upon 30 days prior written notice without liability or amendment to this Agreement if a third-party service will no longer be made available by the third-party provider to TravelClick and/or Customer (an “Early Termination”). In the event of an Early Termination, TravelClick will offer Customer to apply any pre-paid, unused Fees for such third-party service to procure other TravelClick services. If Customer does not wish to utilize alternative services, TravelClick shall credit the pre-paid, unused Fees towards another open invoice of Customer to TravelClick; provided if Customer does not use any other TravelClick services, notwithstanding any terms set forth elsewhere in product-specific terms, the parties agree that the Agreement will be terminated and TravelClick shall refund the pre-paid, unused Fees, pro-rata to Customer within ninety (90) days from the termination date set forth in the notice of Early Termination.
4. Notwithstanding anything to the contrary, TravelClick is not responsible or liable for any act or omission arising from or relating to third-party services.
5. In connection with its Media services, TravelClick may place advertisements on behalf of the Customer, as the advertiser, on third-party online advertising platforms (e.g., Google, Meta, TikTok etc.). These advertising services are subject to additional terms and conditions (including but not limited to advertising, commercial, or supplemental terms) of the online advertising platform (“Third-Party Ad Terms”). The Third-Party Ad Terms will apply to Customer, and it hereby authorizes TravelClick to (i) act on its behalf in making the necessary declarations binding the Customer to such Third-Party Ad terms for the advertising services to be performed, and (ii) take necessary actions to perform the advertising services pursuant to the Agreement. Customer represents, warrants and covenants that it will at any time comply with (a) the applicable Third-Party Ad Terms, and (b) all applicable data protection laws. In addition to Section 8 (Indemnification) above, Customer will indemnify, defend and hold TravelClick and the third-party providers harmless from and against any and all claims, costs, and damages which are asserted against or incurred in connection with a breach by Customer of the agreement, including but not limited to the advertising services on third-party online advertising platforms.
6. Customer confirms it has entered into a written agreement with all applicable third-party vendors prior to requesting any integration between a third-party and the Services be made available to Customer and that such agreement remains in effect at all time when accessing or using any integration (“Vendor Integration Agreement”). Customer agrees that the Vendor Integration Agreement with each vendor includes (i) terms obligating the third-party vendor to secure its computing environments, including implementing appropriate technical and organizational measures to securely transmit, process, manage and store personal data; (ii) that the vendor will comply with all applicable data security and privacy laws and regulations; and (iii) that Customer and vendor will have tested and ensured compatibility of the third-party vendor integration with the Services prior to making the integration available or using the integration (together, the “Customer Integration Obligations”). Breach of the Customer Integration Obligations will be deemed a breach of this Agreement. Customer agrees that TravelClick may immediately suspend access to any integration between a third-party and the Services in the event of such breach and terminate such integration if the breach is not cured within thirty (30) days (“Integration Termination Right”). Customer understands and agrees that TravelClick’s exercise of the Integration Termination Right will not affect any other obligations in this in Agreement. For clarity, the exercise of the Integration Termination Right will not change Customer’s payment obligations or the Term of the Agreement.

Section 12: Miscellaneous. This Agreement will for all purposes be governed, construed, and enforced by the laws of the State of New York, USA. For Customers based in the USA, the state and/or federal courts located in the County of New York, State of New York, USA is the exclusive venue for any disputes arising out of or related to this Agreement. However, nothing in this Agreement prevents either Party from seeking equitable, injunctive, or declaratory relief to enforce any of its intellectual property rights or rights in its Confidential Information in any court of appropriate jurisdiction wherever located. Neither Party may assign or delegate this Agreement, except in the event of a sale of all or substantially all its assets, or of a change of control of the assigning or delegating party through stock sale, merger, or change of management company for a property or similar transaction in which cases this Agreement automatically is assigned to the acquiring entity or management company, as applicable. TravelClick may also assign this Agreement to one or more of its affiliates. This Agreement binds both Party’s respective permitted successors and assigns. Any attempt to assign or delegate this Agreement in violation of this section is null and void. With the exception of payment obligations, neither party shall be responsible for any failure to perform its obligations under this Agreement if performance of such obligations is prevented or delayed by acts of God (earthquakes, tornados, flood, or other natural catastrophes), acts of war, terrorism or civil unrest, fire, governmental orders or strikes (“Force Majeure Event”) provided that in each case the Force Majeure Event is beyond the reasonable control of the affected Party, the affected Party provides prompt notice to the other Party and the affected party uses diligent efforts to end the prevention or delay caused by such Force Majeure Event. Sections 2, 4, 5, 7, 8, 9, and 12 survive any termination or expiration of this Agreement. The parties are independent contractors and nothing in this Agreement may be construed to create a partnership, joint venture, or other business combination between the parties. Section headings are for reference purposes only. This Agreement supersedes any previous agreements between the parties related to the subject matter of this Agreement. If there is a discrepancy between the English version of these terms and conditions and a version in a different language, the English version will prevail.

If the subscription inventory request is not approved by Sabre or Travelport, TravelClick will reduce the Monthly Fees if sold in a bundle.

All iHotelier Services

Exclusivity and Implementation.  During the Term Customer will use the iHotelier system (and will use no other reservation software, service, or system) for any and all of its reservation services through its website, through the global distribution system, or through other third parties regardless of whether the bookings route through the iHotelier CRS. Customer will upload room inventory into the iHotelier system, Sync, or Link within 60 days of Effective Date or will pay an additional $400 implementation fee.

iHotelier Transactions.  This section does not apply if Customer has purchased iHotelier as part of a bundle. Customer will pay for all Fees for Bookings and Enhancements but net of cancellations received electronically and net of no-shows or cancellations that may have been received outside of the iHotelier system. However, Customer must enter these no-shows or cancellations into the iHotelier system no later than three days after the scheduled checkout date or Customer will pay for those Bookings and Enhancements. TravelClick reserves the right to audit Customer with respect to bookings or cancellations upon 7 days advance notice and may require PMS reporting to provide proof of cancellations. There is a minimum monthly fee for Services related to iHotelier (the “Minimum Fee”) per Property, which applies as of the first full month following the Go Live date. If the amount otherwise due for any month is less than the Minimum Fee, Customer pays the Minimum Fee. “Bookings” means a reservation for a hotel room for the Customer entered into or recorded in the iHotelier system as of the checkout date stated in the reservation. “Enhancements” means any service or package related to any Booking. Customer will pay TravelClick its transaction fees for all Bookings and Enhancements up to and including the termination date of this Agreement, even if those transactions have checkout dates that fall after the termination date, and will pay TravelClick all Fees accrued up to the termination date (the “Final Fees”). TravelClick will include these Final Fees in the final invoice to Customer. The “Go Live Date” is the date Customer transitions global distribution systems, web, and online distribution database services to the iHotelier system.

GDS and other third-party fees.  This section only applies if Customer is purchasing reservation services for GDS, Demand channel, and other third-party Bookings. Customer will pay all the fees, including any increases in these fees, for any and all third-party services including but not limited to global distribution system fees, private label fees, and demand channel fees.

Connectivity Fees. Customer acknowledges and agrees that TravelClick has the right to charge Customer (at TravelClick’s standard rate) for any changes to a third party connection (e.g. PMS, GDS, ODD, OTA connectivity) requested by Customer.

Customer Responsibilities.  This section applies to all reservation services, including iHotelier, iHotelier Mobile, Voice Pro, Channel Management, Demand Services, and Air + Hotel Booking Engine. Customer is solely responsible for providing, monitoring, operating, and managing Customer’s content, information, copyright, and data in addition to configuring the iHotelier system and any applicable third party systems. Any person or entity that uses or engages in any transaction of any kind via the iHotelier system will be deemed to be a client of Customer (each, a “User”). Customer is solely liable and responsible for all claims by or issues arising out of dealings with Users and all User transactions via, or Users’ uses of, the iHotelier system, including (i) establishing all prices for hotel guests; (ii) accepting, processing and fulfilling orders for hotel guests; (iii) collecting payment, including all taxes or other charges due, for transactions; (iv) managing exchanges, returns, and cancellations; (v) ensuring that the sale of all guest reservations is made in conformance with all applicable laws; (vi) determining all customer service, warranty and/or operational policies; (vii) satisfying all commitments or obligations resulting from each completed registration; and (viii) ensuring that each registration, and the information collected in processing each registration, is acquired and used in conformance with all applicable laws and regulations including privacy and data security. If Customer is unable to honor a reservation booked by a User through the iHotelier system, Customer will immediately: (a) use reasonable efforts to relocate the customer to a comparably rated hotel in the nearby vicinity, (b) prepay the room charges and taxes, and (c) notify TravelClick in writing. TravelClick is not responsible for any Bookings or Enhancements that Customer fails to honor for any reason. If Customer intends to switch its providers for its property management system or intends to make any changes to its property management system, Customer will notify TravelClick 30 days’ prior to the switch or change (as applicable) and will pay TravelClick for any costs associated with making changes or any adjustments to TravelClick’s systems. This section is collectively the “Customer Responsibilities.”

Private Label Chain Code Terms and Conditions. All private label chain code requests are subject to availability across each of the GDS partners.  In addition, an individual Hotel can only be powered by a single customer reservation system (“CRS”) provider and represented under a single private label chain code.  Therefore, if any Hotel is being represented on the GDS through:

1. An alternate central reservation system, then the Hotel cannot be represented on the GDS through iHotelier®;
2. An alternate private label chain code (even if on iHotelier®), then the Hotel cannot be represented on the Customer’s private label chain code.

TravelClick will use commercially reasonable efforts to assist Customer to develop its website, including the booking engine tool, in compliance with applicable laws, policies, rules, and regulations, including website accessibility under the Americans with Disabilities Act (“ADA”), but Customer understands and agrees that Customer is responsible for determining the applicability of the laws and regulations to its websites. Customer further understands and agrees that it is not known how or whether the ADA applies to websites, and if does apply to websites, what exact processes are required in order for a website to be considered “accessible” under the ADA. Therefore, TravelClick’s indemnity obligations under Section 8 of the General Terms and Conditions do not and will not include any claims, costs, expenses, or damages related in any way to the ADA or similar regulations.

Consortia

Consortia/Corporate RFP Terms and Conditions

These Consortia/Corporate RFP terms and conditions are incorporated by reference into the Addendum to the Master Services Agreement entered into by Customer and TravelClick, Inc. (the “Addendum”). This Addendum refers to and is incorporated into the Master Services Agreement by and between Customer and TravelClick (the “Agreement”). “Consortium” or “Consortia” means a third-party provider that is an umbrella organization formed by multiple independent travel agencies who negotiate with hotels for preferred rates

Section 1 TERM.  This Addendum will enter into force on the date of Customer’s signature of the Addendum (the “Effective Date”) and will end on the End Date, as indicated on page 1 of the Addendum (the “Consortia Term”), unless earlier terminated in accordance with Section 4.

Section 2 FEES AND TERMS OF PAYMENT.

2.1      Payment of Package Fee.  TravelClick will invoice Customer for all fees payable under the Addendum upon Customer’s signature of the Addendum, except that the AMEXGBT Pay for Performance (PFP) Fee, BCD Pay for Performance (PFP) Fee, CWT Pay for Performance (PFP) Fee, Hickory Pay for Performance (PFP) Fee and AMEXGBT GHP Middle Market Fee will be payable monthly in accordance with the terms of Section 2 (Fees) of the Agreement. For the avoidance of doubt, Pay for Performance fees will be applied to each consumed room night for all rate plans including but not limited to consortia, negotiated, rack, and public rates.  Customer will pay for all fees due under the Addendum upon Customer’s receipt of the applicable invoice.  After thirty days, outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted by law.

2.2 Currency.  Customer will pay all fees due to TravelClick in the billing currency (the “Currency”) indicated on the first page of the Addendum. Unless otherwise stated, all monetary amounts stated in this Addendum are stated in the Currency.

Section 3 RESPONSIBILITIES.

3.1 Program Terms and Conditions.

(a) CONSORTIA – Customer hereby agrees to all applicable third-party provider terms and conditions, as updated from time to time, which terms and conditions can be found at:  https://www.amadeus-hospitality.com/consortia-2024-terms-conditions. For clarity, if any third-party provider updates its terms and conditions, TravelClick will update the online terms to reflect such changes. Customer agrees that such modified terms will automatically be incorporated in the Addendum by reference.

(b) CORPORATE RFP LICENSE – Customer hereby agrees to all applicable terms and conditions, as updated from time to time, which terms and conditions can be found at the following URL: https://www.amadeus-hospitality.com/Consortia-2024-Corporate-RFP-TandC.pdf.  For clarity, if the terms and conditions for the corporate RFP license are updated, TravelClick will update the online terms to reflect such changes. Customer agrees that such modified terms will automatically be incorporated in the Addendum by reference.

3.2 Accuracy of Information and Deadlines Consortia.  Customer will ensure that: (i) all applicable Consortia rate plans and rates are entered into the iHotelier system, including rates, seasons, room types; (ii) all data and information provided in connection with the Addendum or submitted to TravelClick or any applicable Consortium, are complete, accurate, and not misleading, even if such data or information is entered into the iHotelier system by TravelClick; (iii) all deadlines for information submission, as established by TravelClick from time to time, are met; and (iii) Customer has secured all intellectual and property rights, including consent rights, for the data and information submitted. Customer acknowledges that delays or inaccuracies in such data or information could result in fines, fees, loss of GDS access and other penalties, missed bid opportunities, or rejected bid submissions, all of which will be the sole and complete responsibility of Customer. TravelClick is not responsible for any errors or omissions with respect to any data or information in connection with the Addendum regardless of the cause.

3.3 Accuracy of Information and Deadlines Corporate RFP.  In order to be eligible for TravelClick to submit your bid for a consortia program, you must have provided all the information requested in Exhibit A of the Addendum. If Customer does not provide the requested information, Customer acknowledges and agrees that TravelClick may not be able to submit Customer’s bid. Customer hereby authorizes TravelClick to submit bids on Customer’s behalf, which includes sharing the information Customer has provided to TravelClick in connection with the Addendum. Customer will ensure that: (i) all applicable consortia and corporate RFP rate plans and rates are entered into the iHotelier system, including rates, seasons, room types; (ii) all data and information completed in Lanyon are complete, accurate, and not misleading, even if such data or information is entered into the iHotelier system by TravelClick; (iii) all deadlines for information submission, as established by the corporations, are met; and (iii) Customer has secured all intellectual and property rights, including consent rights, for the data and information submitted. Customer acknowledges that delays or inaccuracies in such data or information could result in the inability to submit bids on Customer’s behalf, missed bid opportunities, and rejected bid submissions, all of which will be the sole and complete responsibility of Customer. TravelClick is not responsible for any errors or omissions with respect to any data or information regardless of the cause. During the Term of the Addendum, TravelClick will provide Customer access to the Lanyon Corporate RFP tool upon Customer request, in order to update property information that will push out to the GDSs and ChannelPublisher. However, Customer understands and agrees that Customer is solely responsible for inputting the information and remains fully liable for any incorrectly inputted information which could prohibit content and bookability on any GDS and ChannelPublisher during the Consortia Term, regardless of who actually inputs the information. Once updates have been completed, all data will be locked for revisions and no further updates from Customer will be allowed in the Lanyon Corporate RFP tool. All future changes must be submitted to TravelClick’s GDS Department.

3.4 Room Rates.  Customer will ensure that: (i) rates submitted to each Consortium and for each corporate RFP are honored for the entire calendar year ending on the “End Date” referenced on page 1; and (ii) all confirmed bookings and availability are honored. In the event there is no availability at the applicable Hotel upon arrival of an individual with a booked reservation, Customer is responsible for finding alternate accommodations for the individual and will pay any difference in price for such alternate hotel accommodations; and (iii) provide all consortia rates and consortia value add program rates at Last Room Availability (“LRA”) per room type.

3.5 Commissions. Customer will pay any applicable travel agency commissions. For consortia rates, Customer may not set travel agency commissions at less than 10%.

3.6 Marketing.  To enhance Customer presence and increase booking opportunities, TravelClick may list Customer in various consortia and corporate RFP presentations, online directories, marketing ads, and other related publicity (“Publicity”) and may use the Customer’s hotel name, hotel images, website URL, or descriptive information in the Publicity.

Section 4 TERMINATION. Subject to the third-party provider terms and conditions referenced in Section 3.1 hereof and the corporate RFP license terms and conditions referenced in Section 3.2 hereof, Customer may terminate the Addendum during the Term upon thirty (30) days prior written notice to TravelClick. However, termination does not relieve Customer of the obligation to pay any fees payable under the Addendum (with the exception of monthly fees for periods of time after the termination becomes effective) and Customer is not entitled to any refund or repayment of the Consortia Package Fee or any amounts paid to TravelClick under the Addendum.

Section 5 DISCLAIMER; LIABILITY. PARTICIPATION IN CONSORTIA AND CORPORATE RFP PROGRAMS IS AT THE SOLE RISK OF THE CUSTOMER, AND TRAVELCLICK DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO ANY CONSORTIA PACKAGE, CORPORATE RFP, OR THIRD-PARTY SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT TRAVELCLICK IS NOT RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION ARISING FROM OR RELATING TO ANY THIRD-PARTY SERVICE.

Section 6 LIMITATION OF LIABILITY. NOTWITHSTANDING SECTION 9 (LIMITATION OF LIABILITY) OF THE AGREEMENT, TRAVELCLICK’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE ADDENDUM IS LIMITED TO THE FEES PAID BY CUSTOMER UNDER THE ADDENDUM DURING THE FIRST TWELVE MONTHS OF THE TERMS. TRAVELCLICK WILL NOT BE LIABLE FOR ANY LOST DATA, INACCURATE DATA, UNTIMELY DATA, INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, LOSS OF GOODWILL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THE ADDENDUM, AND THE SERVICES PROVIDED UNDER THE ADDENDUM ARE PROVIDED “AS IS,” AS AVAILABLE AND WITH ALL FAULTS. TRAVELCLICK SPECIFICALLY DISCLAIMS ANY WARRANTIES RELATED TO THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Section 7 MISCELLANEOUS. TravelClick reserves the right to add or remove, immediately and without notice, one or more Consortia or corporate RFP programs from the TravelClick services provided under the Addendum at any time during the term of the Addendum. All other terms and conditions of the Agreement continue in full force and effect, as amended in the Addendum. If there is a conflict between the terms and conditions of the Addendum and the terms and conditions of the Agreement, the terms and conditions in the Addendum supersede those conflicting terms and conditions of the Agreement and control in all circumstances. Any capitalized terms used in the Addendum that is not defined in the Addendum have the same meaning assigned to those terms in the Agreement.

Voice Pro

Voice Pro.  This section only applies if Customer is purchasing Voice Pro services.

General.  By using the Voice Pro services, Customer acknowledges and agrees that excess call volume may overflow to one of TravelClick’s third-party call center contractors.  In this case, the third-party contractor’s services will be performed in accordance with the TravelClick terms and conditions.

Monthly Minimums.  If after the 4-month anniversary of the Effective Date the amount of Fees for a calendar month is less than the VoicePro Monthly Minimum, then Customer will pay the VoicePro Monthly Minimum for that calendar month. Unless specified in the Order Form, the VoicePro Monthly Minimum is $500. Notwithstanding any other provision of the Agreement, TravelClick may in its sole discretion modify the Fees for VoicePro Services under the Agreement upon 30 days written notice. This section only applies if Customer is purchasing VoicePro services. If after the 4-month anniversary of the Effective Date the amount of Fees for a calendar month is less than the VoicePro Monthly Minimum, then Customer will pay the VoicePro Monthly Minimum for that calendar month. Notwithstanding any other provision of the Agreement, TravelClick may in its sole discretion modify the Fees for VoicePro Services under the Agreement upon 30 days written notice.

Implementation Fee.  Customer will pay a one-time implementation fee of $500 upon activation of the VoicePro Services.

Early Termination.  Notwithstanding Section 3 of the General Terms & Conditions, Customer may terminate the VoicePro services at any time by giving 90 days written notice to TravelClick (the “Termination Right”). However, if Customer exercises the Termination Right, Customer will pay to TravelClick within 10 days of giving written notice to TravelClick an amount equal to the greater of (i) the average monthly fees multiplied by the number of months remaining in the Term or (ii) the minimum monthly fees multiplied by the number of months remaining in the Term.

Channel Management

TravelClick Channel Management.  This section only applies if Customer is using TravelClick Channel Management Services. Customer will provide or cause each Property to provide all necessary information and content, on a timely basis, required for the building of initial Channel Management system database and the user interface for Channel Management Services, including but not limited to hotel information, room types, descriptions, user name/password for third-party distribution channels, quality photographs, logos, etc. Customer will continually maintain and update in a timely fashion (or cause Properties to do so), all Property information in the system database for Channel Management Services and ensure, or cause the Properties to ensure, that this information remains current and accurate in order to prevent errors due to incompatibility with Third-Party Distribution Channels. Customer represents and warrants (the “Login Representation”) that (i) Customer and/or the Property has the right to provide its user name/password to TravelClick for Third-Party Distribution Channels and (ii) TravelClick may on behalf of the Customer and/or the Property login to Customer’s and Property’s Third-Party Distribution Channels with Customer’s and Property’s user name/password. Notwithstanding Section 9 in the General Terms and Conditions, Customer will indemnify, defend and hold TravelClick and its third-party providers harmless from and against any and all claims, costs, and damages which are asserted against or incurred in connection with Customer’s breach of the Login Representation. “Channel Management Services” means and includes (a) updating availability, rates, and inventory through TravelClick’s Channel Management system, (b) receiving reservations from Third-Party Distribution Channels, r (c) receiving or aggregating data on behalf of Customer from Third-Party Distribution Channels. “Third-Party Distribution Channels” means and includes online travel agencies, central reservation systems, room inventory wholesale distribution companies, call centers, Internet booking engines, etc.

Third-Party Channel Management. This section only applies if Customer is purchasing channel management services from a third party (“Third-Party Channel Manager”). Customer represents and warrants (the “Third-Party Channel Manager Representation”) that (i) Customer and/or the Property has the right to provide its data and information to that Third-Party Channel Manager and (ii) such Third-Party Channel Manager may on behalf of the Customer and/or the Property login to Customer’s and Property’s Services. Notwithstanding Section 9 in the General Terms and Conditions, (a) Customer will indemnify, defend and hold TravelClick and its third-party providers harmless from and against any and all claims, costs, and damages which are asserted against or incurred in connection with Customer’s breach of the Third-Party Channel Manager Representation and (b) Customer understands and agrees that TravelClick has and will have no liability with respect to any actions or omissions of any Third-Party Channel Manager, including but not limited to data breaches caused or related to Third-Party Channel Managers, improper updating of availability, rates, and inventory information, etc.

Customer understands that (i) if Customer has fewer than 50 rooms at its Hotel, TravelClick recommends that Customer does not make its room inventory available for sale simultaneously in all online travel agencies (“OTAs”) that connect through TravelClick’s channel management products because of the potential risk of overselling the Hotel, (ii) the risk of overbooking is not due to any fault of TravelClick’s channel management product but rather because of the different bandwidths, specifications and speed in receiving reservations from each one of the OTA extranets in periods of high occupancy or demand, and (iii) Travelclick is not liable for any direct or indirect damages (in whatever form), lost revenues, lost profits, incidental damages, punitive damages or consequential damages in connection with any matter arising out or related to the overbooking of the room inventory.

iTrak Scripts

iTrak Scripts.  This section only applies if Customer is purchasing iTrak. TravelClick will place certain code (the “iTrak Scripts”) on the iHotelier web-booking engine. These iTrak Scripts will access and retrieve certain booking and other information and will send that information to an analytics platform designated by Customer. For the avoidance of doubt, the “iTrak Scripts” are deemed to be “Services” and therefore licensed under Section 1 of the General Terms and Conditions. Notwithstanding any other provision of this Agreement, if TravelClick determines that the iTrak Scripts will not work with the analytics platform designated by Customer, either party may terminate the iTrak Scripts Services but all other Services will continue and the Agreement remains in full force and effect with respect to those other Services. Customer will pay the Fee to TravelClick specified in Exhibit A for the iTrak Scripts on an annual basis. If any customization work is required to implement any iTrak Scripts, Customer will pay to TravelClick on a time and materials basis for this customization at TravelClick’s then-standard rates.

Customer, its agency, or any third-party may not use TravelClick’s name, trademarks, trade names, service marks, or other proprietary identifying symbols, or issue any press release or public statement relating to this Agreement or TravelClick, without the prior written consent of an authorized representative of TravelClick.

Demand Services

Demand Services. Demand Services may include inventory and rates information (“Customer Information”) for Customer’s properties and Customer understands and agrees that TravelClick will provide Customer Information to third-party distributors when performing Demand Services.

Demand 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 and Customer. Customer understands and agrees that it will be automatically enrolled with these third-party distributors. TravelClick 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 Order Form and Agreement. TravelClick is not liable for any missed bookings or any performance concerns.

​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.

TravelClick 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”). TravelClick reserves the right to change the definition and length of the Attribution Model at any time.

Cost-Per-Click Demand Services. Customers enrolled in a Cost-Per-Click (CPC) Demand Services 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 Order Form and Agreement. The Actual Ad Spend is the cost paid to TravelClick’s 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 in the following month by the amount exceeded or unused in the prior month(s).

Customer may terminate its participation in CPC Demand Services at any time upon thirty (30) days prior written notice to TravelClick. A termination of CPC Demand Services will not impact any other services or contract with TravelClick, including any “bundle” or “bundle pricing” terms. A termination of CPC Demand Services will default Customer into equivalent Cost Per Acquisition (CPA) Demand Services unless such services are not available or TravelClick is otherwise instructed in writing by Customer.

All Demand Services terms apply to Cost-Per-Click Demand Services, including the Attribution Model.

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 Section 5 of the Terms and Conditions, 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.

Media Network Advertising – Agency Media Solution – Subscription Media Solution

Search Engine Marketing.  If Customer has purchased PPC Services separately and not as part of a bundle of other media services Monthly ad spend for PPC Services is attributed to the purchase of keywords and is inclusive of a search and retrieval optimization fee. Customer must complete a change request form any time that there is a material change to any PPC campaign, which may increase the final cost of the PPC campaign. TravelClick will not link the PPC Services to Customer’s analytics platform regardless of whether the PPC Services are purchased separately or as part of a bundle.  TravelClick’s media partners may restate the number of clicks attributable to a particular media campaign if the media partner detects fraudulent or incorrectly characterized clicks so that media reports may not match exactly invoices of actual media spend.

Remarketing Services.  This section only applies if Customer is purchasing remarketing services. Customer hereby authorizes TravelClick to use and access the Customer’s systems (including its website) and data, to (a) identify end-users, (b) track these end-users as they navigate away from the Customer’s website through the use of certain code, “cookie,” web beacon or other tracking technology (collectively, “Tracking Technology”); and (c) use data collected via the Tracking Technology to perform the remarketing services. TravelClick is not liable for any use of cookies through the Services and so Customer is responsible for ensuring any use of cookies through the Services complies with their relevant laws, including European Union privacy laws. For more information on cookies please see the Guidance on Cookies at this URL under the Data Privacy title: https://www.travelclick.com/legal/terms-and-conditions/.

If Customer contracts services for the advertising on YouTube and Google video partners (“Advertising Channel(s)”) it acknowledges and understands that data from Customers use of TrueView, bumper, or other ads on the Advertising Channel may be used by Google to provide the services of Google LLC and its affiliates in a manner that does not identify your company or its properties, clients or end users as the source of such data. Learn more here. Customer hereby instructs TravelClick to enable the respective data usage for Google as described herein.

Media Management. TravelClick may move, increase or decrease the media spend to and from any media channel at its sole discretion.

Single Media Subscription in the TravelClick Bundle

Notwithstanding any other provision of this Order Form and Agreement, Customer may terminate the Single Media Subscription portion of the Order Form and Agreement at 120 days after the Single Media Subscription service start date by giving 90 days prior written notice to TravelClick (the “Single Media Portion Termination”). For the avoidance of doubt, Single Media Portion Termination does not apply to and may not be used to terminate any other portion of Services or to terminate this Order Form and Agreement.

Single Media Agency (SMA) in the TravelClick Bundle

Customer understands and agrees that if Customer purchases SMA as part of a bundled service, Customer will receive a separate invoice for the SMA services.

Rights to Customer Assets

Customer represents and warrants that it has secured all necessary intellectual property rights, permissions, privacy rights, contractual rights, and licenses to all Assets (defined below) provided to TC in connection with this Agreement and any services performed hereunder during the term of the Agreement, for global use by any means, medium and/or platform now known or hereafter invented, including streaming and download by the Internet and mobile delivery (the “Rights”). “Assets” means any photos, images, video clips, videos, music, logos, titles, slogans, or other content provided by Customer or its affiliates, agents, employees, or contractors. Customer shall be solely responsible for, and TC shall have no responsibility or liability whatsoever with respect to, obtaining, maintain, and keeping such Rights in full force and effect as well as any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Assets, claims of infringement of the Assets of the contractual, privacy or other rights of any third party or that use of those Assets infringe the intellectual property or other rights of any third party.

Advertising Accounts. 

Customer hereby authorizes Amadeus to create, configure, man-age, and otherwise control advertising accounts on third-party platforms (e.g., Google, Meta) for Customer, as approved by Amadeus (each a “Advertiser Account” and, collectively, “Advertiser Accounts”), for the purpose of providing services under this Agreement. All Intellectual Property associated with the services provided hereunder, including Advertiser Accounts, advertising campaign strategy, proprietary information, methodologies, configurations, and all other Intellectual Property created or developed in whole or in part by Amadeus (the “Amadeus Materials”) shall not be considered Work Product, and Amadeus shall remain the sole and exclusive owner of the Amadeus Materials. In certain cases, Amadeus may grant Customer access to the Advertiser Accounts. Such access: (i) will be granted at Amadeus’s sole discretion, on a case-by-case basis, and following its written approval, (ii) will be subject to additional terms and conditions which may include, without limitation, additional fees, advertising platform limitations, and access limitations, and (iii) may be revoked by Amadeus, following written notice to Customer.”

Please refer to the applicable third-party services terms and conditions here.

Amadeus Hotel Metasearch

Metasearch. Each non-iHotelier Customer that subscribes to Amadeus Hotel Metasearch must provide TravelClick with an accurate URL to its third-party central reservation system (“Third Party CRS”). TravelClick will provide such URL to the applicable metasearch site (“Meta”) so the Meta can redirect potential bookings to Customer’s Third Party CRS (“Meta Redirect”). Customer is solely responsible for providing TravelClick, in a timely manner, with an accurate URL for its then-current Third Party CRS. Neither TravelClick 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 TravelClick, its affiliates and their third-party providers harmless from and against any and all Claims which are asserted or incurred in connection with the Meta Redirect.

Air + Hotel Booking Engine

Air + Hotel Booking Engine. The Air + Hotel Booking Engine is a booking solution provided to a Property, comprised of a booking engine and supporting systems, that allows travelers to complete a flight and hotel package reservation, as well as modify and cancel such reservations. The Air + Hotel Booking Engine is meant solely to facilitate end users purchasing travel packages. As such, Customer will not use the Air + Hotel Booking Engine for hotel-only bookings.

Customer acknowledges sole responsibility for configuring rates and content and will act in good faith to ensure that these elements are properly configured following the date of implementation. Customer is solely responsible for implementing a link from the Property and, if applicable, group website to the Air + Hotel Booking Engine. In exchange for the benefits provided to Customer through the access to and use of the Air + Hotel Booking Engine, Customer shall, except where prohibited by applicable law, use its best efforts to provide rates and availability through the Air + Hotel Booking Engine at parity with the rates and availability made available by Customer through any other travel package distribution partner utilized by Customer..

Customer agrees to pay TravelClick a commission on the room rate for a booking generated through the Air + Hotel Booking Engine, in accordance with the provisions of the Order Form and Agreement (the “Commission”). Customer understands that (i) TravelClick or its licensor will charge the Commission directly to the guest’s credit card as a service fee which will be placed as a hold or charged at the time of booking, and (ii) if the guest adjusts their itinerary the Commission amount will be adjusted commensurately. TravelClick will provide the Customer with the guest’s credit card information to enable the Customer to charge a room deposit, in accordance with the Customer’s deposit policy. Customer agrees to deduct the Commission prior to charging the guest for the remainder of the hotel portion of the booking. Third-party solutions, products, and/or services (e.g., airfare, insurance, etc.) sold on the Air + Hotel Booking Engine will be paid by the guest directly to the applicable provider.

TravelClick will make support services available for guests that have booked through the Air + Hotel Booking Engine, with regards to overall trip arrangements. Customer is responsible for and will provide support services related to, the hotel portion of the booking. Customer understands that, at times, TravelClick’s support services with respect to trip arrangements, may include addressing questions and taking action related to the hotel portion of the booking.

Customer agrees that system availability or other service level agreements between TravelClick and the Customer only pertain to TravelClick systems involved in providing the Air + Hotel Booking Engine and do not extend to third-party software involved in providing the Air + Hotel Booking Engine, such as but not limited to, GDS providers and flight aggregators.

Expedia Quick Connect

Expedia Quick Connect.  In order to be eligible for the Expedia Quick Connect Services, Customer must (a) execute Expedia’s contract related to the Expedia Quick Connect Services and (b) be approved by Expedia. Expedia may reject Customer’s eligibility for Expedia Quick Connect Services at its discretion. Customer will ensure that: (i) it will submit to TravelClick all required information for the Expedia Quick Connect Services, (ii) all data and information provided in connection with the Expedia Quick Connect Services or submitted to TravelClick are complete, accurate, and not misleading, even if those data or information is entered into the iHotelier system by TravelClick; (iii) all requests for information deadlines, as established by TravelClick from time to time, are met; (iv) it will immediately notify TravelClick of any changes to that data and information; (v) Customer will manage all margins provided to Expedia through the iHotelier system; and (vi) Customer has secured all intellectual and property rights, including consent rights, for the data and information submitted to TravelClick, the iHotelier system, and Expedia. Customer acknowledges that delays or inaccuracies in such data or information could result in fines, fees, or losses of iHotelier Services and other penalties, all of which will be the sole and complete responsibility of Customer. TravelClick is not responsible for any errors or omissions with respect to any such data or information regardless of the cause and Customer assumes full liability and responsibility for use of the Expedia Quick Connect Services. Customer is solely responsible for booking transactions transmitted via the Expedia Quick Connect Services, including without limitation, (x) possible adjustments to base allocation within the Expedia extranet and (y) all management of the base allocation within the Expedia extranet.

Third-Party Distribution Partner Terms and Conditions

Each Third-Party Distribution Partner and TravelClick, respectively and separately, may add or drop OTAs and other room inventory distributor vendors (“Distribution Vendors”) at each party’s sole discretion. If a Third-Party Distribution Partner removes a Distribution Vendor from their portfolio or if TravelClick no longer supports access to and/or removes a Distribution Vendor, (i) such removal is not a breach of the Agreement by and between Customer and TravelClick and (ii) TravelClick has no obligation to provide an alternative path for Customer to connect with such Distribution Vendor.

Customer will pay for all Bookings through such Distribution Vendors as a Usage Fee as defined in Exhibit A of the Agreement including any additional fees charged for access to such Distribution Vendors and other costs.

Customer is solely responsible for updating and maintaining in iHotelier all availability, rate, and inventory data (“ARI”) that are pushed to and used by Third-Party Distribution Partners and Distribution Vendors. Customer understands and agrees that Third-Party Distribution Partners and Distribution Vendors are solely responsible for all support and maintenance of their respective systems and any errors or omissions or data breaches on their respective systems and are solely responsible for any loss or errors in relation to any Bookings through such Third-Party Distribution Partners and Distribution Vendors.

TravelClick will provide Levels 1 and 2 Customer Support for Third-Party Distribution Partners and Distribution Vendors but Customer understands and agrees that there may be certain delays and/or limitations in responding because TravelClick (in certain cases) may need to obtain guidance from such Third-Party Distribution Partners and Distribution Vendors.

DerbySoft is a Third-Party Distribution Partner which extends the number of OTA’s to which Customers can connect through TravelClick’s iHOS product.  In addition to the terms and conditions below, DerbySoft has its own terms and conditions that apply to Customer’s use of DerbySoft’s DPlatform, DerbySoft Services, and Distributor Connections (as defined in DerbySoft’s terms and conditions) available here.

Demand360®, Agency360®, RevenueStrategy360™

Competitive Set.  For Agency360® and Demand360® Customer must comply with the Competitive Set Policy:  www.travelclick.com/compsetpolicy. Customer must supply all relevant information for a valid competitive set within 7 days of the Effective Date or TravelClick may select a Competitive Set at its reasonable discretion. TravelClick may reject any proposed Competitive Set or any change to a Competitive Set or may terminate the Agreement if it is not possible to create a valid Competitive Set. Customer may make up to 4 changes to each of its Competitive Sets per year, but each additional Competitive Set change will require payment of $250. TravelClick owns all Competitive Set information. Customer may subscribe and pay for multiple Competitive Sets. TravelClick reserves the right to limit the total number of Competitive Sets maintained by TravelClick as part of the “Multiple Comp Set Capability” to a maximum of 3 Competitive Sets.  A breach of this Competitive Set section is a carve-out to any liability cap or other limitation set forth in Section 9 of the General Terms and Conditions.

Demand360® Qualifications.  In order to receive Demand360® Services, Customer must have an active data agreement in place with TravelClick under which Customer (or a brand, distribution companies, call centers, etc.) is providing data to TravelClick (“Data Agreement”). If the Data Agreement expires or terminates in any way, TravelClick in its sole discretion may terminate immediately the Agreement for Demand360® Services.

License Use Restrictions. Customer agrees that it will not nor will it allow or enable any third party, including but not limited to Customer’s hotels, to use or access any version of Agency360®, Demand360®, or RevenueStrategy360™ services (“BI Services”). In addition, Customer may not share or disclose, in writing, orally or via any other manner the BI Services or any information or data in or derived from the BI Services with its hotels that do not have active property edition subscriptions, including hotels’ employees. Customer may not share data or competitive set information with any third party including a management company. Customer is prohibited from using the BI Services for any purpose not expressly authorized in these terms and conditions, including to derive or ascertain the identity or pricing of any third-party hotel from the information available via the BI Services or to create, partner to create, or assist a third party to develop any product or service that competes with the BI Services. A breach of this License Use Restriction section is a carve-out to any liability cap or other limitation set forth in Section 9 of the General Terms and Conditions.

Rate360 Shopping (RevenueStrategy360™, Rate360®, and Price Position™)

Rate Shopping (RevenueStrategy360™, Rate360®, and Price Position™). TravelClick may at any time in its sole discretion, temporarily block or limit the number, frequency, or scope of rate data shop requests from Customer, if it believes that Customer’s rate shopping data requests may be excessive and may be negatively impacting TravelClick’s systems as well as its ability to service other customers or business partners. Various criteria in rate shopping data requests may be deemed excessive, including intraday, daily, weekly, monthly, or other frequency of requests, number of competitors in each request, number of sources in each request, number of arrival dates in each request.

Guest Management Services and Digital Alchemy Services

1. As a condition precedent to providing both the Guest Management Solution (“GMS”)  and/or Digital Alchemy services, such as CRM Services, Email Campaign Services or the Digital Alchemy customer service portal (“Digital Alchemy Services”), (i) Customer has and will have all necessary licenses and permissions so that TravelClick may obtain the Guest Data from Customer and its property management system during the Term, and (ii) Customer hereby grants to TravelClick the right and license to use the Guest Data during the Term to the extent necessary to provide the Services to Customer. Customer will need to provide Guest Data to TravelClick via automated daily downloads if applicable. GMS and Digital Alchemy Services can be modified, upgraded, improved, and interchanged at the discretion of TravelClick.

2. For GMS, TravelClick (i) will initially build, and then update on a daily basis, a consolidated database (the “Guest Management Solution Database”) using up to five years of stay history, reservations, and guest profile data from the Customer’s PMS, and (ii) will provide the ability to send transactional communications that include Confirmation, Cancellation, Pre-Arrival, and Post-Departure eLetters. The eLetters are delivered on an automated, unattended basis with content and delivery based on business rules agreed upon by Customer and TravelClick.

3. For GMS, TravelClick will implement the following processes in each update of the consolidated Guest Management Solution Database:
3.1. Email address format validation;
3.2. Name field cleansing;
3.3. Validation of data elements;
3.4. Record matching and identifying duplicate guest records;
3.5. Consolidating data in duplicate guest masters; and

4. For GMS, TravelClick will provide routine maintenance and support services for the systems and services with regard to:
4.1. Connectivity to source operating systems;
4.2. Interfaces for acquiring required data from source systems
4.3. Processes for cleansing and formatting source data;
4.4. Building, maintaining, and updating databases; and
4.5. Designing and producing standard reports

5. For GMS, The Guest Management Solution Database is brought online and is accessible for reporting once (i) TravelClick receives historical and current data from the PMS, (ii) TravelClick integrates the data into the Guest Management Solution Database.  Customer is required to approve design and business rules prior to the system being enabled to send messages to consumers.

6. For GMS, Certain Guest Management Solution editions include the following:
6.1 Transactional eLetters include Confirmation, Confirmation Update, Cancellation, Pre Stay, and Post Stay Messaging.
6.2 E-mail Marketing
6.2.1. Emails must be sent with an active “from” email address within the property’s web domain.
6.2.2. Importing of comprehensive non-database lists provided by Customer is included during implementation but additional costs may apply on these non-database lists if they do not comply with the standard format provided by TravelClick.
6.3. Creative services, such as the designing and coding of emails, web forms, or any other hotel guest touchpoint that can be sent or viewed on the GMS platform, are not included in the Fees (“Creative Services”). See point 7 below for more details.

7. For GMS creative services, TravelClick can provide creative services at $150 per hour. Project timing will be scoped upon request.

8. For GMS Billing:
8.1. Setup fees will be billed upon the Effective Date, including fees for Custom Services.
8.2. For standalone Guest Management Solution Order Form and Agreements, the Services will begin on the earlier of: (i) the date the GMS platform is connected to the PMS; or (ii) 90 days after Effective Date.
8.3. If Guest Management Solution is sold as part of a bundle, the billing rules on that Bundle agreement override the standalone billing clause above in Section 8.2.

9. Guest Management Solutions Implementation. Where the Customer uses Clickstream Marketing functionality of the TravelClick Guest Management Solutions and any other online behavioral advertising functionality as part of the Services or Digital Alchemy Services, the Customer shall obtain all end user consents and provide any notices required by applicable law (including the European E-Privacy Directive) to enable TravelClick to place cookies and similar technologies on the device of end users and serve ads on the devices of end users.

TravelClick Web Solutions

WEBSITE DESIGN STAGES & DEVELOPMENT STAGES

​Essential Websites
The Essential Website package includes a pre-defined website design and a defined set of built-in platform functionalities and features listed in the Order Form and Agreement. The website will include the built-in platform functionalities, design options, and features listed in the Order Form and Agreement.

Customer understands and agrees that the Essential Website design package does not include any custom development work or styling outside of built-in options.

Custom Websites
The Custom Website package includes a custom website design and, if applicable, a defined set of customized functionalities and features listed in the Order Form and Agreement. Customer understands and agrees that (i) except as specifically listed in the Order Form and Agreement, the Custom Website design package does not include any other custom development work, (ii) the parties will execute an amendment to the Order Form and Agreement to change any aspects of the design, including but not limited to, additional enhancements, functionalities, or features.

If Customer provides to TravelClick any design or other intellectual property produced by a third-party (“Third-Party Design”), Customer understands and agrees that (i) TravelClick will use commercially reasonable efforts to implement the Third-Party Design, and (ii) Customer represents and warrants that it has the necessary rights in the Third-Party Design to both provide it to TravelClick and to utilize it as part of their Custom Website  (the “Third-Party Design Warranty”). Customer will indemnify and hold harmless TravelClick for any costs, expenses, claims, or allegations, including legal fees, arising from any actual or alleged breach of the Third-Party Design Warranty in accordance with Section 8 of the TravelClick General Terms and Conditions. Usage of a third-party design will extend the timeline of the project.

Project Start.

The TravelClick Web Team will start the project when a web project manager is assigned to the project after receiving the signed contract.

Revisions. 
For any changes/revisions that would require development work, custom work, conflict with previously approved plans or deliverables, or are inconsistent with the scope of the website, Customer agrees to pay additional fees for such changes/revisions.

Each TravelClick deliverable, including the website itself, may go through a limited number of Rounds of Revisions as determined by TravelClick.

A “Round of Revision” means the following sequence of steps:

1. Customer receives deliverable from TravelClick
2. Customer reviews the deliverable.
3. Customer sends all change/revision requests (if any) as a single written update to TravelClick.
4. TravelClick reviews the change/revision requests.
5. If any change/revision request would imply additional fees:
   1. TravelClick notifies Customer of the corresponding fees;
   2. Customer selects the paid changes they want performed; and
   3. TravelClick incorporates the approved changes in the round’s scope.
6. TravelClick delivers a new version of the deliverable to Customer including all changes/revisions in scope for the round (standard and paid).

Revisions to Key Deliverables.

The below table shows the standard number of Rounds of Revisions for TravelClick deliverables. For deliverables not listed on this table, the web project manager will provide the corresponding standard number of Rounds of Revisions after the start of the project.

Additional Rounds of Revisions beyond the standard number will be charged at TravelClick’s then-standard hourly rates and will extend the project’s timeline.

Deliverable	Number of Rounds of Revision	Revision purpose
Custom website design proposal*	Three	Grow proposal into a complete, final design
Copywriting (if contracted)	One	Adjust wording as a prerequisite to SEO content optimization
Full, content-complete website**	One	Resolve discrepancies and generate the production-ready version of the website

*For a Custom website: Customer will receive a single custom design proposal from TravelClick. The proposal will be built incrementally through the above successive Rounds of Revision.

**For an Essential website: Customer will receive a single design proposal from TravelClick, either as a design-focused delivery or directly as part of the content-complete website. The design (and flexibility for possible adjustments) is fully determined by the built-in options of the chosen Essential product at the time the site is created.

Project Timeline. 
The web project manager will build an estimated project timeline at the start of the project.

Any timeline communicated prior to project start is provisional.

A project’s estimated timeline is mainly contingent on TravelClick resource availability at the actual time the project starts and the confirmed contracted scope of the project.

If contracted, activation of the integration of additional products from the TravelClick portfolio on the new website may affect the timeline.

Deliverables and languages
As part of the project timeline, the web project manager will also specify the deliverables and the dates by which TravelClick and Customer will complete the respective deliverables.

Customer understands and agrees that the delivery of the website in accordance with such timeline depends upon many factors, including but not limited to the responsiveness of Customer in providing feedback and requested Customer Content (defined below), the amount of requested changes, and completing the assigned deliverables.

Deliverable completion is blocking to the continuation of the project and will cause a timeline extension if delayed.

Copywriting is provided in English, using information gathered from questionnaires.

If requested by Customer as part of the questionnaire, TravelClick will also do a strategic review of current website copywriting to incorporate relevant parts of it in TravelClick’s copywriting deliverable.

Secondary languages are activated and added to the website when Customer completes translated content for the languages contracted. Customer is responsible for providing all translated content to TravelClick. TravelClick will help upload translated content but does not write, proofread or make any revisions to the translated content itself.

Delay and Resource Allocation. 
If any Customer deliverable is delayed, resources will be assigned to another active project until the Customer responds with the deliverable in question. Once the Customer responds with the deliverable in question, resources will be reallocated back to the project. Relocation of resources may not be immediately available.

Additionally, Customer understands and agrees that any delays in providing the complete deliverables may cause delays in the delivery of the website, and Customer may incur additional fees resulting from such delay.

Training. 
After the website is completed and validated by the Customer, TravelClick’s Learning Services team will provide Customer with one live remote training session on TravelClick’s Content Management System (“CMS”). If Customer requires additional live training, Customer will pay TravelClick’s then-standard hourly rates for such live training. Throughout the Term, Customer may access and use TravelClick’s webinars and other training available through TravelClick’s Learning Services portal.

Transition. 
The web project manager will transition the website to the TravelClick Web Support Team (international) or Customer Care Team (US) a few days after the website goes live. TravelClick will notify Customer of the transition and after the completion of such transition, all inquiries by Customer will be handled by the TravelClick Web Support Team (international) or Customer Care Team (US).

WEBSITE MANAGEMENT
Customer is responsible for the management and upkeep of all content and images on its website and Customer understands that Customer has full access to its website, which includes the ability to add or remove content, features, and functionalities (the “Customer Changes”). Customer is fully liable for any and all Customer Changes, including the loss of direct bookings.

In addition, Customer is responsible for maintaining the security of Customer’s account and for all activities or actions are taken in Customer’s account in connection with the website.

Customer acknowledges and agrees that under no circumstances will TravelClick be liable, in any way, for any of Customer’s acts or omissions (including any Customer Changes) or those of any third party, including but not limited to damages of any kind, related to, or incurred as a result of Customer’s, or third party’s, management of its website or its CMS account security.

TravelClick will provide maintenance and support free of charge to address website functionality bugs for the duration of the Term. A “functional bug” means that a feature or functionality of the website is not working as intended or as designed in each case when the website or feature was originally launched. For example, a “functional bug”  exists where the end-user selects/clicks on , a “book now” button which, when clicked, does not direct the end-user to the booking engine.

Customer will pay for any other maintenance, change or support request at TravelClick’s then-standard hourly rates in accordance with Section 2 of the TravelClick General Terms and Conditions.

WEBSITE OWNERSHIP
Customer owns all worldwide right, title, and interest to the copy, pictures, trademarks, and other content provided by the Customer for the website (“Customer Content”), but TravelClick owns all worldwide rights, title, and interest to all other aspects of the website, including but not limited to the layout, functionality, menus and general design of the website, HTML, cascading style sheets, the content management system, java scripts or other programming code and tools (the “TC Web System”). TravelClick grants Customer a limited, non-exclusive, revocable license to use the TC Web System during the Term. For Custom website Customers, TravelClick will (i) provide Customer with the flat files comprising the HTML, CSS, and JavaScript specific to those elements used in Customer’s website (the “Website Content”) and all Customer Content (incl. images) to Customer, excluding the files and functionalities related to the CMS provided that, Customer has made a request to TravelClick in writing within six (6) months after termination or expiry of the Agreement, and (ii) grant a perpetual, royalty-free, revocable right and license to use the Website Content provided that Customer’s account is fully paid-up, including payment of a Content Request Fee. The “Content Request Fee” is an amount equal to 12 multiplied by your then-current Monthly Fee.

ADA Compliance
TravelClick will use commercially reasonable efforts to assist Customer to develop websites that comply with applicable laws, policies, rules, and regulations, including website accessibility under the Americans with Disabilities Act (“ADA”), but Customer understands and agrees that Customer is responsible for determining the applicability of the laws and regulations to its websites. Customer further understands and agrees that it is not known how or whether the ADA applies to websites, and if does apply to websites, what exact processes are required in order for a website to be considered “accessible” under the ADA. Therefore, TravelClick’s indemnity obligations under Section 8 of the General Terms and Conditions do not and will not include any claims, costs, expenses, or damages related in any way to the ADA or similar regulations.

CONTRACT TERM
​Notwithstanding Section 3 of the General Terms and Conditions, the Initial Term of this Agreement for websites is one year from the Effective Date of the Agreement, to be superseded by the specified term in the initial contract. Thereafter, the Agreement automatically renews for additional periods of one (1) year (each a “Renewal Term”) unless a party provides 30 days’ written notice prior to the beginning of the following Renewal Term. The Initial Term and the Renewal Term are, collectively, the “Term.”

TERMS OF PAYMENT
Customer will pay the Fees for website development services as follows:

For Essential Websites:
Customer will pay Upfront Fees and the first Monthly Fee payment upon the Effective Date and, thereafter, Customer will pay the Monthly Fees in accordance with Section 2 of the General Terms and Conditions.

For Custom Websites:
Customer will pay Upfront Fees and the first Monthly Fee payment upon the Effective Date and, thereafter, Customer will pay the Monthly Fees in accordance with Section 2 of the General Terms and Conditions.

In addition to any other remedies available to TravelClick under this Agreement (including those specified in Section 3 in the General Terms and Conditions), if Customer fails to pay the Fees for more than 60 days after the invoice date, TravelClick may suspend hosting services for Customer’s website until Customer has paid in full all outstanding unpaid Fees.

Use of Third-Party Applications:

Customer understands and agrees that any widget, code, script, or tool provided by Customer or a third-party for incorporation, link, or connection to the Services provided to Customer is considered a third-party service. TravelClick may reject a request to incorporate, link, or connect with a third party at its sole discretion. Upon acceptance, the Parties may enter into a mutually agreed statement of work, which may include any applicable fees payable by Customer to TravelClick. Customer confirms it has entered into a written agreement with all applicable third-party vendors prior to requesting any incorporation, link, or connection between a third-party and the Services. Customer agrees to notify TravelClick prior to the termination of any applicable third-party services agreement and either disable or request TravelClick to disable the third-party service no later than the termination date of the applicable agreement.

Customer further understands and agrees that TravelClick has no responsibility or liability for any third-party service including any website downtime or degradation caused thereby. If Customer or TravelClick encounters any issues related to or in any way impacting the security or performance of the Services or any other customer, TravelClick may cease providing the third-party service immediately upon prior written notice without liability or amendment to this Agreement. For clarity, the foregoing applies to all future third-party services and Customers’ current third-party service providers for user log-in.

All requests for installation of third-party applications may be sent to Web Support at websupport.tc@amadeus.com to be reviewed and prioritized by our web development team.

 

WEBSITE CHARACTERISTICS & DELIVERABLES

Customer understands and agrees that (i) any changes, additions, or deletions of the deliverables listed in the Agreement require a written amendment to the Agreement mutually executed by the parties and (ii) such changes, additions, or deletions may increase the Fees (as defined in Exhibit A) and/or may delay the launch of the website.

Customer understands and agrees that TravelClick will only produce a website for the Hotel listed on the Agreement.  Customer may not (i) assign the Agreement, website, or deliverables to another Hotel; or (ii) share the website with any Hotel not listed in the Agreement.
TravelClick supports the following browsers (and versions of those browsers):

• Microsoft Edge* only on Windows
• Mobile OS Browser*
• Chrome* only on Mac OSX and Windows
• Firefox* only on Mac OSX and Windows
• Safari* only on Mac OSX

* Support for live customer websites is offered up to the latest version at the time of the initial website release. Any post live updates can be requested by the client with the TravelClick Web Support team on an ad hoc basis as required.

 

The CMS backend supports the following browsers:

• Chrome** only on Mac OSX and Windows
• Firefox** only on Mac OSX and Windows
• Safari** only on Mac OSX

** The CMS backend is supported by up to date versions of the above listed browsers. As new versions of these browsers are released, TravelClick will deprecate the support of older versions of these browsers.
​

TravelClick Video Hosting Services

1. Service Description.

1.1 TravelClick provides video hosting services on TravelClick websites, mobile applications, and iHotelier® Booking Engine 4.0.

2. License Terms.

2.1 TravelClick grants Customer a non-exclusive, worldwide right and license (a) to access, use and display Customer videos on websites, mobile applications, and Booking Engine 4.0 operated and maintained by TravelClick (the “Sites”); (b) to display the videos through the video player developed and maintained by TravelClick.

3. Early Termination.

3.1 Notwithstanding Section 3 of the General Terms & Conditions, TravelClick may terminate the video hosting services during the Term upon thirty (30) days prior written notice to Customer.

4. Customer Obligations.

4.1 Customer will be responsible for uploading Customer videos to the TravelClick platform in the following format:

General	Video	Audio
16/9 Format MPEG-4 1080p Codec H.264 Overall bit rate mode: Variable Overall bit rate: 25 Mbps	Format: AVC Codec: Advanced Video Coding Main Concept H.264 Bit rate mode: Variable Bit rate: 25 Mbps Maximum bit rate: 35 Mbps Width: 1920 pixels Height: 1080 pixels Frame rate: 30 fps	Format AAC Bit rate mode: Constant Bit rate: 256 Kbps Channels: 2 channels Sampling rate: 96 KHz

5. Fees.

5.1 Customer agrees to pay the monthly recurring fees as set forth in the Agreement.

5.2 If Customer wishes to upload additional Customer videos to the TravelClick platform, the following fees will apply:

Number of Videos	Fee (per month)
1-5	$35 per video
5-20	$150

6. Access to the Video Search Engine Optimization module.

6.1 TravelClick integrates a technical module necessary to optimize video-generated search engine optimization traffic from the Google search engine onto the Sites.

6.2 TravelClick will develop and maintain a video sitemap including the videos displayed on the Sites and the associated data to help display videos on Google video result pages.

6.3 TravelClick will also monitor the following performance indicators:

6.3.1 SEO performance report

6.3.2 Number of clicks originating from Google video result pages

7. Video Quality.

7.1 Customer acknowledges and agrees that TravelClick is not responsible for any video quality issues.

TripAdvisor Check Rates

1. Description of Service.
Except as otherwise provided in Sections 2, 3, and 4 of these, TripAdvisor Media Group Internet Advertising Insertion Order Terms and Conditions (referred to as the “Agreement”, “IO”, or “Terms & Conditions”), TripAdvisor shall display the advertisement(s) beginning on the Contract Effective Date and ending on the Contract End Date (the “Initial Term”). TripAdvisor shall use good faith efforts to deliver the desired number of click-throughs or impressions within the time period stated, but shall not be liable at all for failing to do so.

2. Insertion Order Rules.
All requests by Customer for advertising on TripAdvisor’s, or its Affiliates’ web sites and/or newsletters, are governed by these Terms and Conditions by and between Customer and TripAdvisor. Customer will use these 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 or TravelClick in its sole discretion.

3. Advertisements.
TripAdvisor reserves the right, without liability, to reject, remove and/or cancel any ads which contain content or links which do not meet TripAdvisor’s advertising specifications, at TripAdvisor’s sole discretion. TripAdvisor’s sole liability under this Section shall be to refund the prorated portion of amounts paid for the unfulfilled advertising term, if any. TripAdvisor may redesign its site at its sole discretion at any time.

a. Customer hereby grants TripAdvisor the right to display its advertisement(s) on both the TripAdvisor Media Group branded websites, partner websites, and emails that are related to the TripAdvisor Media Group, as defined at http://www.tripadvisor.com/pages/about_us.html. Failure by TripAdvisor to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.

b. Customer’s failure to comply with all applicable requirements of the Advertising Specifications may delay or prevent delivery of the advertisements and shall give TripAdvisor the right to immediately terminate the applicable IO;

c. Customer shall be solely responsible for the content of its advertisements and any website linked to such advertisements and shall indemnify TripAdvisor and TravelClick for all loss, costs, and damages in connection with any claims of infringement of any third party rights. Customer represents, warrants and covenants to TripAdvisor and TravelClick that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested advertisements (including, without limitation, all text, graphics, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this IO and to perform the acts required of it hereunder, and its execution of this IO 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; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site containing the advertisement.

d. It is the Customer’s obligation to submit Advertising Material in accordance with TripAdvisor and TravelClick’s then-existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with TripAdvisor’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates) (collectively “Policies”).

e. Public Announcements. Customer hereby grants TripAdvisor and TravelClick permission to publicize the fact that it is a client of TripAdvisor in a press release. However, Customer shall not use, display or modify TripAdvisor’s trademarks in any manner without the prior written consent of TripAdvisor.

4. Privacy and Compliance.
From the date that an advertisement begins to run, through the expiration or termination of the Agreement or applicable IO, Customer shall have a privacy policy in place governing Customer’s use of end users’ 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, and disclosure of information obtained pursuant to the related IO comply with all applicable laws, regulations, and privacy policies, including all of the requirements of the CAN-SPAM Act. Customer 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. For the purposes of any email or advertising placements, Customer designates TripAdvisor as the senders for compliance with the CAN-SPAM Act. This section shall survive the completion, expiration, termination, or cancellation of this IO for a period of five (5) years.

5. Payment Terms and Calculations.
Customer will pay TravelClick for all fees listed on Exhibit A less any Underages or plus any Overages (the “Fees”).  Customer will pay Fees immediately upon receipt of invoice or Effective Date, as applicable, but within 30 days outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted by law and any collection fees related to late payments. In addition to any other rights, TripAdvisor or TravelClick may immediately remove Customer’s advertisements in the event of non-payment by Customer within such time period. All Fees payable by Customer to TravelClick under this Agreement are exclusive of any sales tax, indirect or similar taxes chargeable on any supply to which those sums relate. All unpaid advertising fees shall accrue interest at the rate of 1.5% per month until paid, or the legal maximum, whichever is less. All billing calculations are based solely on the ad impression or quick count metrics as calculated by TripAdvisor (including, but not limited to CPM and CPC), not Customer or third party calculations, unless otherwise agreed to in writing in the TripAdvisor IO or Schedule Detail page.

6. Term and Termination.
The Agreement automatically renews after the Initial Term for successive periods of equal length of the Initial Term (each a “Renewal Term”) unless either party sends the other party written notice of its decision not to renew the Agreement at least 15 days before the end of the Initial Term or Renewal Term, as applicable. The Initial Term and Renewal Terms collectively constitute the “Term.” Customer must send the non-renewal notices to the following email: hospitality.support@amadeus.com. This Agreement may be terminated by Customer only if a material breach of this Agreement remains uncured after the non-breaching party has given thirty (30) days prior written notice to the breaching party specifying the breach. So long as any IO remains in effect, these Terms and Conditions shall also remain in effect. If any IO is canceled for any reason, Customer shall pay to TravelClick, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered ad requests up to the effective date of cancellation. IF EITHER PARTY TERMINATES ANY IO, THE CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO TRIPADVISOR UNDER THE IO. NEITHER TRIPADVISOR NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO CUSTOMER.

7. Liability, Warranty & Indemnity.
a. 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 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 OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE TRIPADVISOR SITE. TRIPADVISOR AND TRAVELCLICK DISCLAIM AND SHALL NOT BE LIABLE FOR ANY OTHER 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. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL TRIPADVISOR, TRAVELCLICK, OR ANY OF THEIR AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY TRAVELCLICK FROM CUSTOMER FOR THE SPECIFIC AD AT ISSUE.

b. Customer agrees to defend, indemnify and hold harmless TripAdvisor, TravelClick, and each of TripAdvisor’s and TravelClick’s agents, 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 Customer’s advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of TripAdvisor or TravelClick.

8. General Provisions.
These Terms and Conditions are governed by the laws of the Commonwealth of Massachusetts, USA. Customer 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 Customer and TripAdvisor. TripAdvisor or TravelClick 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 or TravelClick expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted IO will not be binding unless signed by both parties. 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 covering the subject matter of the IO, except for alternate (a) payment or (b) cancellation language, as specifically provided in the business terms in the IO or Schedule Detail Page. All notices to TripAdvisor relating to any legal claims or matters must be made in writing to TripAdvisor, attn: Group Corporate Counsel, 141 Needham St., Newton MA 02464. If TripAdvisor and Customer have entered into a Non-Disclosure Agreement, TripAdvisor and Customer agree that the terms of such agreement will be deemed incorporated herein and further, that all Terms and Conditions of this Agreement will be deemed Confidential Information as defined therein. If TripAdvisor and Customer have not entered into a Non-Disclosure Agreement, then 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 acknowledge and agree that TripAdvisor may archive an electronic copy of the fully executed Agreement. Except as specifically provided herein, this Insertion Order and Terms & Conditions constitute 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. 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.

Kayak

Hotel hereby grants to KAYAK a non-exclusive, non-assignable, non-transferable, limited, revocable, worldwide, fully-paid license to use, reproduce, display, transmit and distribute Hotel Data, including Hotel logos, trademarks, trade names, service marks, images, audio, and video (“Hotel Content”), in connection with the fulfillment of KAYAK’s obligations under this Agreement or otherwise in connection with the operation of the KAYAK Sites. Hotel retains all right, title, and interest in and to its Hotel Content and all intellectual property rights relating thereto, subject to the license granted herein to KAYAK. The license granted to KAYAK includes the right for KAYAK to utilize the Link.  Hotel will indemnify, defend and hold KAYAK and its affiliates, officers, directors, partners, shareholders, employees, agents, and their successors and assignees (each, a “KAYAK Indemnitee”) harmless from and against any and all costs, liabilities, losses, damages, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding (each, an “Action”) brought by any third party against the KAYAK Indemnitee alleging or arising out of the infringement or misappropriation of any intellectual property right related to the Hotel Data or Hotel Content.

Expedia Advertising

The following terms and conditions apply for Expedia advertising:

Terms and Conditions

1. Travelscape, LLC (doing business as “Expedia Group Media Solutions” also herein referenced as “Media Company”) is the provider of advertising services under this Insertion Order.
2. The parties agree that the recipient of the services provided by Expedia Group Media Solutions is the entity specified in the “Customer/Bill To” field in this Insertion Order.
3. If the recipient of the services is established or resident in Australia, the Insertion Order may only be executed if the customer is registered for Good and Services Tax (GST).
4. This Insertion Order is being executed by a network (“Agency”) on behalf of an advertiser (“Advertiser), and is subject to the terms and conditions of the IAB/AAAA Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, incorporated herein: http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf (the “Standard Terms and Conditions” and collectively with this IO, the “Agreement”).
5. In the event that this Insertion includes Travel Ads see the terms and conditions here.
6. In the event of any conflict between the terms of this insertion order and the Standard Terms and Conditions and/or the Travel Ads Terms incorporated by reference herein, as applicable, the terms of this insertion order shall apply. To the extent Agency and Media Company have entered into a separate master agreement governing Media Company’s provision of Platform or Programmatic Services or other Advertising (“Master Agreement”), in the event of a conflict between this Agreement and such Master Agreement, the Master Agreement shall control.
7. Agency is not liable for the acts, omissions, payments, or failure to pay, by Advertiser, except as follows. Media Company agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, Media Company agrees to hold Advertiser solely liable. Media Company understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section X(c). Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.
8. This IO will be governed by the laws of the State of New York. Expedia Group Media Solutions and Advertiser agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in New York Courts, and the parties’ consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. No online or clickwrap terms apply. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
9. A signed insertion order secures Advertiser’s impressions on a first-come, first-served basis. Actual availability is subject to change.
10. Complete technical specifications are available on request.
11. Emails are sold by quantity sent, not by impressions.
12. All creative units link within the Expedia Marketplace unless otherwise noted.
13. Payment by Marketing Funds: Any amounts owed by Advertiser to Expedia Group Media Solutions for media placement approved by Expedia may be credited against any available marketing fund provided pursuant to a separate agreement between Advertiser and Expedia Group Media Solutions or its Affiliates (“Marketing Fund”). Advertising placed by an Agency on behalf of an Advertiser shall qualify for credit against any Marketing Fund only with respect to the applicable Advertiser. Any remaining amounts shall be invoiced to Advertiser paid as provided in this Insertion Order and/or the applicable standard terms and conditions.

14. Pixel Placement.

(a) By Media Company.  Media Company may place software code (e.g., pixels, tags, JavaScript) on the Ads and Sites approved by Advertiser under the IO for the purpose of tracking only on behalf of Advertiser. Any other use is strictly prohibited. In no event shall such software code or Sites on which Ads appear include spyware, drive-by-download or adware. Any violation of the foregoing will result in immediate cancellation of this IO without penalty to or further obligation of Advertiser or Agency. All Advertising Materials and software code (e.g., pixels, tags, JavaScript) must be removed at the close of the campaign by Media Company. Media Company shall be liable for any financial implications, data privacy violations and other impacts resulting from failure to remove tags.

(b) If Advertiser or Agency is permitted to collect any information from users of any website of Media Company through a pixel, tag, or other tracking method (“Advertiser Tag”) then (a) Advertiser shall provide Media Company with prior written notice of all information collected by the Advertiser Tag, (b) Advertiser shall not, without Media Company’s prior written consent,  (i) use information collected through the Advertiser Tag for any purpose other than delivering the Ads under this IO including but not limited to the delivery of ads for third parties; or (ii) share any information collected through the Advertiser Tags with any third party, and (c) Media Company  may remove Advertiser Tags at any time in its sole discretion.

15. Payments shall be paid to Expedia Group Media Solutions in cleared funds, without any deduction for, or on account of, any taxes, imports, duties, charges, fees, levy or withholdings of any kind required by applicable law.  In the event that the Advertiser is required to make such a deduction or withholding, in no event shall the amount paid to Expedia Group Media Solutions in connection with this Agreement be less than the amounts that Expedia Group Media Solutions would have received absent such deduction or withholding;.
16. Cancellation policy can be found in the Standard Terms and Conditions
17. Except with respect to orders/bids placed through a self-service online portal, Agency must receive a signed IO; failure to comply with this procedure may result in termination of the buy.
18. Except as set forth in an IO, Media Company will use commercially reasonable efforts to evenly distribute impressions over the course of the campaign (where applicable). Except as set forth in an IO, Media Company will use inventory targeted to United States IP addresses only, and Ad impressions served to non-United States IP addresses will not be counted. Media Company shall provide invoices accompanied by proof of performance for the invoiced period, which must accompany the invoice, subject to the notice and cure provisions of Section IV. All invoices are to be based on Agency’s ad serving and reporting. With respect to Ad impressions to be billed under a non-U.S. rate card (as mutually agreed upon by the parties in the order or bid or other written agreement), Media Company will bill Advertiser in the local currency, unless Agency requests billing in U.S. Dollars. The parties will use a third-party ad server agreed to by Agency, for third-party ad serving and tracking, and reporting.
19. Click Fraud and Non-Human Traffic. Notwithstanding anything to the contrary, only those impressions that are served to and viewed 1:1 by a natural person shall be counted toward delivery. Any delivery (impressions) found either during or after the term of the IO to have been generated by something other than a natural person or otherwise in violation of Media Ratings Counsel (“MRC”) guidelines, will be defined as non-human traffic, or “NHT” (also, for avoidance of doubt, to include click or impression fraud). When an Ad is delivered to a page on a Site, the Ad will remain on the page for the entire duration of the natural person’s experience until the natural person initiates some action which causes the Ad to be removed (e.g., the natural person refreshes the Site, navigates to another page, or closes and re-opens a mobile application), and, absent some action by the natural person, any action by Media Company to cause the Ad to be removed from the page or replaced with a different Ad shall be considered NHT. Preventing NHT is the responsibility of the Media Company.
20. Viewability: Viewable Impressions. Advertiser and/or Agency are permitted to monitor and track campaign-level viewability. In the event of viewability below industry standards, the parties will discuss appropriate remedies in good faith.
21. In addition to the indemnification obligations in the Standard Terms and Conditions, Media Company further agrees to defend, indemnify and hold harmless Agency, Advertiser and its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Third Party claim, judgment, inquiry, investigation or proceeding relating to or arising out of: (1) the content of the Sites in which Advertiser’s Ads appear, including the products or services promoted or offered on such Sites; (2) Media Company’s breach of any obligation, representation or warranty under this Agreement, including without limitation with respect to any Custom Material; (3) Media Company’s provision of any Services, including, without limitation the acts or omissions of any employees of Media Company (or its Sites or Suppliers); and (4) any claim that the Platform or any data, technology, ad copy, artwork, software or other content or materials provided by Media Company (or its Sites or Suppliers) in connection with the IO (including without limitation any Custom Materials) infringes third party rights or violates applicable Laws, including without limitation any violation arising out of the collection and use by Media Company (or its Sites or Suppliers) of personal information collected from users of the Sites or the development and use of behavioral targeting segments. Notwithstanding anything to the contrary, Advertiser shall have no indemnification obligation or other liability for any Ad or Advertising Materials to the extent in that such liability arises because Media Company or any third party made changes to such Ad or Advertising Materials.
22. Advertiser’s or Agency’s use or approval of any advertising or other materials provided by Media Company shall not be construed as Advertiser’s waiver of its rights under this Agreement.
23. Media Company shall provide up-to-date security for Advertiser’s Confidential Information and will maintain physical, electronic, and procedural safeguards that comply with federal and other applicable legal standards to guard such Advertiser Confidential Information, including secure access to and secure use of such data and information and reasonably appropriate physical, technical and organizational safeguards that are designed consistent with current industry standards to protect against the unauthorized disclosure of or access to the same. In furtherance and not a limitation of the foregoing, Media Company represents and warrants that its systems have been designed in compliance with all applicable laws.
24. Paused Creative. If Advertiser requests to pause a campaign at any point during the term of the IO, then any remaining Deliverables, including Ad inventory, placement, and positioning, are subject to change or cancellation based upon availability at the time of resumption of the IO campaign, in Media Company’s reasonable discretion. Media Company will monitor the delivery of the Ads and will notify Advertiser either electronically or in writing as soon as possible if Media Company believes that any such change or cancellation may occur, or if under-delivery is likely, the parties agree that Media Company shall deliver a pro-rata refund for any undelivered pre-paid media, to the extent of any such cancellation or under-delivery or if mutually agreed by the Parties deliver a makegood of comparable overall value.