Terms and Conditions


Last updated: March 2019

General Terms & Conditions

The terms and conditions apply to all TravelClick products and services except for Third Party Services, which are solely governed by separate terms and conditions located here under the title Third Party Services below and so these General Terms and Conditions do not apply to those third party services. For additional versions of the General Terms and Conditions, please click here for French, German, Italian, Portuguese and Spanish.

Specific Terms & Conditions

General Terms & Conditions

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 right, 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 listed on Exhibit A (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 and if applicable, TravelClick will provide separate invoices directly to each Hotel, but Customer is responsible for all Fees and any other financial obligations of the Hotels related to the Services. 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.

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 Customer’s website for use in TravelClick’s rate shopping products.

Section 5: Compliance with Laws and Policies.  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 (www.travelclick.com/compsetpolicy) and TravelClick’s email marketing policies located here: http://www.travelclick.com/en/acceptableusepolicy; and (ii) each has the right to provide information, personally identifiable information, content or data to the other party and has complied with applicable laws in obtaining personally identifiable information. For Customers based in the European Union additional terms and conditions for data exporting and processing apply and are located here. TravelClick will not be liable for any breach of the European E-Privacy Directive regarding the use of cookies. Customer should request further advice about the compliance with the use of cookies within their local jurisdictions.

For Customers based in Spain, additional terms and conditions for data exporting and processing apply and are located here.

TravelClick Europe and TravelClick Inc have entered into processor-subprocessor standard contractual clauses published by the Spanish Data Protection Agency. The international data transfer to TravelClick Inc has been expressly authorized by the Spanish Data Protection Agency (the authorization file number is TI/00574/2016). To declare the international data transfer to TravelClick Inc you may amend the registration of your data file affected by the transfer before the Spanish Data Protection Agency by submitting a form and attaching a copy of the transfer authorization. You can obtain a copy of the authorization here. Please help us maintain an update record of the data files affected by the transfer to TravelClick Inc by notifying us the registration number of your data file affected by the transfer to Internationaldataprotection@travelclick.com.​

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.

Customer’s posted privacy policy must include 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.

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 notice, consent and other requirements of the Data Protection Legislation; and (ii) it has the right to transfer, or provide access to, Personal Data to TravelClick and TravelClick’s third party service providers, for processing it for the purposes contemplated in this Agreement.

“Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/679)), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.

“Personal Data” has the meaning given to it in the Data Protection Legislation.

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 8, 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 prior written approval of TravelClick.

Section 11: 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 are 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. Neither Party is liable for any failure to perform caused by factors beyond its reasonable control, including acts of God, acts of war, terrorism or civil unrest, fire, flood, earthquakes, tornados or other catastrophes or governmental orders, strikes or labor difficulties. Sections 2, 4, 5, 7, 8, 9, and 11 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 references 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 subscription inventory request is not approved by Sabre or Travelport, TravelClick will reduce the Monthly Fees if sold in a bundle.

Digital Agency Services and Media Advertising

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/.

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

Media Buys For Less Than One Year.  For media campaigns and other advertising network services additional terms and conditions apply for agreements with an Initial Term of less than one year. Please see the Internet Advertising for Media Buys One Year or Less at this URL under the Web and Media Services title: https://www.travelclick.com/legal/terms-and-conditions/.

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.

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.

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.

Voice Pro

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

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 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 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.

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 a Expedia’s contract related to the Expedia Quick Connect Services and (b) be approved by Expedia. Expedia may reject Customer’s eligibility for the 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 and Agency360

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 in 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.

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.

Rate360 Shopping

Rate360 Shopping. TravelClick may at any time in its sole discretion limit the number, frequency or scope of rate data shop requests. TravelClick also may temporarily block or limit rate data shop requests from Customer in its sole discretion, including if it believes that Customer’s rate data shop requests may negatively impact TravelClick’s systems, or its ability to service other customers or business partners.

Click to Call Services

Click to Call Services.  If Customer does not receive iHotelier Reservation Services or Website Services from TravelClick, (i) then Customer must connect to TravelClick’s Click to Call application programming interface (“API”) as specified by TravelClick in order to obtain the data and information from the Click to Call application and (ii) TravelClick is only responsible for providing the specifications of the API to Customer. If Customer is located outside of the United States, Customer will pay (in addition to the Fees for Click to Call Services) any telephony charges incurred through Customer’s use of the Click to Call Services.

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 includes 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 standard format provided by TravelClick.
6.3. Creative services, such as the designing and coding of emails, web forms or any other hotel guest touch point that can 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.

Custom Pro

“Website Redesign Every Two Years” Condition.  Customer may (i) request one Website Redesign every two years, the first of which on or after the two year anniversary of the date that TravelClick delivers the first beta website to Customer or two years of paid fees, whichever comes later, and thereafter each two year anniversary date of each successive Website Redesign beta delivery by TravelClick (the “New Website Date”) and (ii) add features or services at any time during the Term or at the New Website Date, some which may incur additional fees. “Website Redesign” (i) consists of the same services and functionality that the customer contracted with TravelClick, including but not limited to number of pages and functionality, (ii) does not include the creation of any new content, copy or translation services, (iii) is limited to one design and one round of revision.

Functional Elements.  Custom Pro comes with many standard functional elements. There are enhanced functional elements that are available for additional cost. Custom Pro does not include custom development work to create new functional elements.

Website Design Stages.  Subject to the number of Rounds of Revisions specified above, TravelClick will incorporate any requested revisions from Customer in a Round of Revision to produce another version of the website design. A “Round of Revision” means changes to the website design such as the website layout, color changes, text changes, placement within the layout and swapping out a picture. Customer must submit all changes in a Round of Revision through one email. Any additional changes/revisions outside of the specified number of Rounds of Revision / Revision Period will be at TravelClick’s standard hourly rates.

Website Development Stages.  After having received the final Round of Revision to the website design and execution by Customer of the Design Phase Approval Statement, TravelClick will build the final production-ready version of the website. Any additional changes/revisions to the website during the website development stage will be at TravelClick’s standard hourly rates.

Change Requirements.  Customer must complete a change requirements form anytime (i) there is a change to the website requested that is outside the scope of the website statement of work or is a material change or (ii) there is any change requested after the last Round of Revision.

Terms of Payment for Website Services and Termination.  Customer will either pay the Fees (as defined below) for website development services (i) monthly in advance via PayPal, direct charge to a credit card, or direct debit/ACH (only in select markets) and will pay the first monthly payment upon execution of this Agreement, (ii) quarterly in advance via check or (iii) annually in advance via check. Either party may terminate this Agreement at any time by giving 30 days’ written notice but, in order to receive the Website Content (defined below), Customer must pay the difference between 24 months of the Fees specified in Exhibit A and what they have paid to that point, and, if applicable, any True-Up Amount (defined below) (the “Termination Fee”). If Customer elects to refresh their website, the buyout fee schedule as specified above in this section will reset. 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.

Ownership of the Website.  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 right, 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, flash, 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. Upon payment of the Termination Fee, TravelClick will (i) provide Customer a file comprising the HTML, CSS, Flash and JavaScript specific to those elements used in Customer’s website (the “Website Content”) and all Customer Content to Customer and (ii) grant a perpetual, royalty-free, revocable right and license to use the Website Content.

iHotelier Fees.  Customer may pay for the Website Monthly Fees by increasing the fees for Bookings under its iHotelier Agreement (the “iH Payments”) for a period of two years from the Effective Date but (i) Customer must execute an addendum to its iHotelier Agreement for the iH Payments; (ii) If the “Term” of the iHotelier Agreement has less than 2 years remaining as of the Effective Date of this Agreement, then the “Term” of the iHotelier Agreement is hereby extended so that it is at least 2 years in length from the Effective Date of this Agreement (the “iH Payment Term”); (iii) If at the end of the iH Payment Term the iH Payments are less than the Fees, Customer will pay the difference between the Fees and the iH Payments in one payment within 30 days of the date of the invoice (the “True Up Amount”); (iv) if Customer adds more Services during the Term, the True Up Amount will increase by the Fees for those additional Services; and (v) the iH Payments are in addition to the Minimum Fee. Customer will pay the True Amount as “Fees” under Section 2 of the General Terms and Conditions.

Multilingual SEO.  If contracted Multilingual SEO page counts and SEO page counts are not equal, Customer understands and agrees that only the contracted number of pages will be serviced and the selection of pages is done at the discretion of TravelClick. If additional pages are requested to be optimized, Customer must execute an amendment to this Agreement or Customer must purchase a specific number of hours at the standard hourly rate from TravelClick Web Solutions.

Google Analytics.  Google Analytics set-up included in the Website and SEO Packages involves the activation, set-up and connection of Customer’s site to a Google Analytics and Webmaster Tools Profile. This one-time set up does not include any custom segments, goals, events, or filters. Any specific profile customization requests can be submitted to TravelClick Web Solutions and will be charged at TravelClick’s standard hourly rates.

Custom Premium

Term.  The Initial Term of this Agreement begins on the Effective Date and expires 24 months following the date the Website(s) is launched. For any Renewal Term (defined in Section 2 of the General Terms and Conditions), Customer will pay TravelClick’s market rate for any hosting and maintenance services.

Website Development Stages.  After having received the final Round of Revision to the website design and execution by Customer of the Design Phase Approval Statement, TravelClick will build the final production-ready version of the website. Any additional changes/revisions to the website during the website development stage will be at TravelClick’s standard hourly rates.

Change Requirements.  Customer must complete a change requirements form anytime (i) there is a change to the website requested that is outside the scope of the website statement of work or is a material change or (ii) there is any change requested after the beta version.

Terms of Payment for Website Services and Termination.  Customer will pay the Fees for Website Development Services as follows: (i) Upfront Fees will be divided into two payments, the first payment is due upon the Effective Date of this Agreement and the second payment is due upon completion of the beta version by TravelClick but by no later than 120 days after the Effective Date; (ii) the Monthly Fees will start billing upon delivery of beta version and are due immediately upon receipt of invoice. Outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted by law. 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. Maintenance and Enhancements are included in the Fees but they are not unlimited and restrictions apply, see Maintenance and Enhancements section for details.

Ownership of the Website.  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 right, 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, flash, java scripts or other programming code and tools (the “Web Site”) and TravelClick’s Content Management System (the “CMS”). TravelClick grants Customer a limited, non-exclusive, revocable license to use the CMS during the Term and, upon payment in full of the Upfront Fees, a perpetual, revocable, non-exclusive license to use the Web Site.

iHotelier Fees.  Customer may pay for the Website Monthly Fees by increasing the fees for Bookings under its iHotelier Agreement (the “iH Payments”) for a period of two years from the launch date of the website but (i) Customer must execute an addendum to its iHotelier Agreement for the iH Payments; (ii) If the “Term” of the iHotelier Agreement has less than 2 years remaining as of the Effective Date of this Agreement, then the “Term” of the iHotelier Agreement is hereby extended so that it is at least 2 years in length from the Effective Date of this Agreement (the “iH Payment Term”); (iii) if at the end of the iH Payment Term the iH Payments are less than the Fees, Customer will pay the difference between the Fees and the iH Payments in one payment within 30 days of the date of the invoice (the “True Up Amount”); (iv) if Customer adds more Services during the Term, the True Up Amount will increase by the Fees for those additional Services; and (v) the iH Payments are in addition to the Minimum Fee. Customer will pay the True Amount as “Fees” under Section 2 of the General Terms and Conditions.

Multilingual SEO.  If contracted Multilingual SEO page counts and SEO page counts are not equal, the Customer understands that only the contracted number of pages will be serviced and the selection of pages is done at the discretion of TravelClick. If additional pages are requested to be optimized, Customer must execute an amendment to this Agreement or Customer must purchase a specific number of hours at the standard hourly rate from TravelClick Web Solutions.

Google Analytics.  Google Analytics set-up included in the Website and SEO Packages involves the activation, set-up and connection of Customer’s site to a Google Analytics and Webmaster Tools Profile. This one-time set up does not include any custom segments, goals, events, or filters. Any specific profile customization requests can be submitted to TravelClick Web Solutions and will be charged at TravelClick’s standard hourly rates.

Custom Premium Responsive Web Design

Term. The Initial Term of this Agreement begins on the Effective Date and expires 24 months following the date the Website(s) is launched. For any Renewal Term (defined in Section 2 of the General Terms and Conditions), Customer will pay TravelClick’s market rate for any hosting and maintenance services.

Website Development Stages. After having received the final Round of Revision to the website design and execution by Customer of the Design Phase Approval Statement, TravelClick will build the final production-ready version of the website. Any additional changes/revisions to the website during the website development stage will be at TravelClick’s standard hourly rates.

Terms of Payment for Website Services and Termination. Customer will pay the Fees for Website Development Services as follows: (i) Upfront Fees will be divided into two payments, the first payment is due upon the Effective Date of this agreement and the second payment is due upon completion of the beta version by TravelClick but by no later than 120 days after the Effective Date; (ii) the Monthly Fees will start billing upon delivery of beta version and are due immediately upon receipt of invoice. Outstanding invoices will bear interest at a rate of the lesser of 1.5% per month or the maximum permitted by law. 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. Maintenance and Enhancements are included in the Fees but they are not unlimited and restrictions apply, see Maintenance and Enhancements section for details.

Ownership of the Website. 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 right, 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, flash, java scripts or other programming code and tools (the “Web Site”) and TravelClick’s Content Management System (the “CMS”). TravelClick grants Customer a limited, non-exclusive, revocable license to use the CMS during the Term and, upon payment in full of the Upfront Fees, a perpetual, revocable, non-exclusive license to use the Web Site.

iHotelier Fees. Customer may pay for the Website Monthly Fees by increasing the fees for Bookings under its iHotelier Agreement (the “iH Payments”) for a period of two years from the launch date of the website but (i) Customer must execute an addendum to its iHotelier Agreement for the iH Payments; (ii) If the “Term” of the iHotelier Agreement has less than 2 years remaining as of the Effective Date of this Agreement, then the “Term” of the iHotelier Agreement is hereby extended so that it is at least 2 years in length from the Effective Date of this Agreement (the “iH Payment Term”); (iii) if at the end of the iH Payment Term the iH Payments are less than the Fees, Customer will pay the difference between the Fees and the iH Payments in one payment within 30 days of the date of the invoice (the “True Up Amount”); (iv) if Customer adds more Services during the Term, the True Up Amount will increase by the Fees for those additional Services; and (v) the iH Payments are in addition to the Minimum Fee. Customer will pay the True Amount as “Fees” under Section 2 of the General Terms and Conditions.

Multilingual SEO. If contracted Multilingual SEO page counts and SEO page counts are not equal, the Customer understands that only the contracted number of pages will be serviced and the selection of pages is done at the discretion of TravelClick. If additional pages are requested to be optimized, Customer must execute an amendment to this Agreement or Customer must purchase a specific number of hours at the standard hourly rate from TravelClick Web Solutions.

Google Analytics. Google Analytics set-up included in the Website and SEO Packages involves the activation, set-up and connection of Customer’s site to a Google Analytics and Webmaster Tools Profile. This one-time set up does not include any custom segments, goals, events, or filters. Any specific profile customization requests can be submitted to TravelClick Web Solutions and will be charged at TravelClick’s standard hourly rates.

Pro Responsive Web Design

“Website Redesign Every Two Years” Condition. Customer may (i) request one Website Redesign every two years, the first of which on or after the two year anniversary of the date that TravelClick delivers the first beta website to Customer or two years of paid fees, which ever comes later, and thereafter each two year anniversary date of each successive Website Redesign beta delivery by TravelClick (the “New Website Date”) and (ii) add features or services at any time during the Term or at the New Website Date, some which may incur additional fees.

Website Redesign (i) consists of the same services and functionality that the customer contracted with TravelClick, including but not limited to number of pages and functionality, (ii) does not include the creation of any new content, copy or translation services, (iii) is limited to one design and one round of revision, (iv) customer will have the ability to select from a pre-determined set of templates based on their existing functionality and content, and (v) is limited to one round of revision.

Functional Elements. Pro Responsive comes with many standard functional elements. There are enhanced functional elements that are available for additional cost. Pro Responsive does not include custom development work to create new functional elements.

Website Design Stages.  Subject to the number of Rounds of Revisions specified above, TravelClick will incorporate any requested revisions from Customer in a Round of Revision to produce another version of the website design. A “Round of Revision” means changes to the website design such as the, color changes, text changes, placement within the layout and swapping out a picture. Customer must submit all changes in a Round of Revision through one email. Any additional changes/revisions outside of the specified number of Rounds of Revision / Revision Period will be at TravelClick’s standard hourly rates.

Website Development Stages. After having received the final Round of Revision to the website design and execution by Customer of the Design Phase Approval Statement, TravelClick will build the final production-ready version of the website. Any additional changes/revisions to the website during the website development stage will be at TravelClick’s standard hourly rates.

Change Requirements.  Customer must complete a change requirements form anytime (i) there is a change to the website requested that is outside the scope of the website statement of work or is a material change, or (ii) there is any change requested after the last Round of Revision.

Terms of Payment for Website Services and Termination.  Customer will either pay the Fees (as defined below) for Website Development Services (i) direct charge to a credit card, or direct debit/ACH (only in select markets) and will pay the first monthly payment upon execution of this Agreement, (ii) quarterly in advance via check or (iii) annually in advance via check. Either party may terminate this Agreement at any time by giving 30 days’ written notice but, in order to receive the Website Content (defined below), Customer must pay the difference between 24 months of the Fees specified in Exhibit A and what they have paid to that point, and, if applicable, any True-Up Amount (defined below) (the “Termination Fee”). Should the Customer elect to refresh their website the buyout fee schedule as specified above will reset. In addition to any other remedies available to TravelClick under this Agreement (including those specified in Section 3 in the General Terms and Conditions), TravelClick may suspend hosting services for Customer’s website until Customer has paid in full all outstanding unpaid Fees. Fees will increase by 5% each year of the Term after the one-year anniversary of the Effective Date.

Ownership of the Website. 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 right, 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, flash, 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. Upon payment of the Termination Fee, TravelClick will (i) provide Customer a file comprising the HTML, CSS, Flash and JavaScript specific to those elements used in Customer’s website (the “Website Content”) and all Customer Content to Customer; and (ii) grant a perpetual, royalty-free, revocable right and license to use the Website Content.

Multilingual SEO. If contracted Multilingual SEO page counts and SEO page counts are not equal, the Customer understands that only the contracted number of pages will be serviced and the selection of pages is done at the discretion of the operations team. If additional pages are requested to be optimized, an amendment must be submitted in addition to this contract or a specific number of hours can be purchased at the standard hourly rate from TravelClick Web Solutions.

Google Analytics. Our Google Analytics set-up included in the Website and SEO Packages involves the activation, set-up and connection of your site to a Google Analytics and Webmaster Tools Profile. This one time set up does not include any custom segments, goals, events, or filters. Any specific profile customization requests can be submitted to TravelClick Web Solutions and will be charged at our standard rates.

 

WebBuilder Websites

Website Management. Customer is responsible for the management and upkeep of all content and images on their TravelClick WebBuilder Website and Customer understands that Customer has full access to and ability to add or remove valuable content, features, and functionalities within its WebBuilder Website, including the ability to alter widgets such as the booking mask, which could result in the loss of direct bookings through its WebBuilder Website. In addition, Customer is responsible for maintaining the security of Customer’s account and for all activities that occur or actions taken in Customer’s account in connection with the WebBuilder Website. Customer acknowledges and agrees that under no circumstances will TravelClick be liable, in any way, for any of Customer’s acts or omissions or those of any third party, including damages of any kind, related to or incurred as a result Customer’s management of its WebBuilder Website or its WebBuilder account security.

Termination. Customer may terminate its Agreement for WebBuilder (or remove WebBuilder services from a bundle agreement) by giving 30 days’ prior written notice to TravelClick.

Ownership of the Website. Customer owns all worldwide right, title and interest to the copy, pictures, trademarks and other content provided by the Customer for the WebBuilder Website (“Customer Content”), but TravelClick owns all worldwide right, title and interest to (or has sufficient rights and licenses 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, flash, 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.

Weebly.  WebBuilder Websites and use of the content management system are also governed by the Weebly terms and conditions.

TravelClick Web Solutions

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): 

  • IE 11 and later versions only on Windows
  • Mobile OS Browser (latest)
  • Edge (latest) only on Windows
  • Chrome (latest) only on Mac OSX and Windows
  • Firefox (latest) only on Mac OSX and Windows
  • Safari (latest) only on Mac OSX

The CMS back-end supports the following browsers:

  • Chrome (latest) only on Mac OSX and Windows
  • Firefox (latest) only on Mac OSX and Windows
  • Safari (latest) only on Mac OSX

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. Customer may select a single pre-defined website design at project start from then-available designs. The website will include the built-in platform functionalities and features listed in the Order Form and Agreement.

Customer understands and agrees that (i) the Essential Website design package does not include any custom development work, (ii) the parties will execute an amendment to the Order Form and Agreement to change any aspects of the design, add enhancements, or to add functionalities or features.  All changes will result in an increase to the Fees.

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, add enhancements, or to add any functionalities or features.  All changes will result in an increase to the Fees.

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 but that the actual website based on such Third-Party Design may not exactly match 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 Section 8 of the TravelClick General Terms and Conditions.

Project Start for Requirements. 
TravelClick will not start the website project until (i) TravelClick has received all assets from the Customer that are listed in the Welcome Pack, and (ii) Customer has finished the questionnaire in the Welcome Pack (collectively, the assets and questionnaire, “Welcome Pack Materials”).

If TravelClick has not received the Welcome Pack Materials within four weeks of the Effective Date of the Order Form and Agreement, TravelClick may in its sole discretion (i) reschedule the project timeline, (ii) terminate the Order Form and Agreement, and/or (iii) invoice Customer additional Fees for resource allocation reassignment (which Customer agrees to pay in accordance with Section 2 of the General Terms).

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.

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 reviews the deliverable.
  2. Customer sends all change/revision requests (if any) as a single written update to TravelClick.
  3. TravelClick reviews the change/revision requests.
  4. If any change/revision request would imply additional fees:
    a) TravelClick notifies Customer of the corresponding fees;
    b) Customer selects the paid changes they want performed; and
    c) TravelClick incorporates the approved changes in the round’s scope.
  5. 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.
For an Essential website: Customer will receive a single design proposal from TravelClick, created through the built-in options of the chosen template. This proposal will go through a single Round of Revisions.

For a Custom website: Customer will receive a single custom design proposal from TravelClick, and this proposal will go through a total of three Rounds of Revisions as it evolves into a complete design that a full website can be developed from.

The copywriting output (if contracted) may go through a single Round of Revisions.

The full, content-complete website may go through a single Round of Revisions to resolve discrepancies and generate the production-ready version of the website.

Additional Rounds of Revisions beyond the ones listed above will be charged at TravelClick’s then-standard hourly rates.

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

Deliverables.  
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 the responsiveness of Customer in providing feedback and requested Customer Content (defined below), the amount of requested changes and completing the assigned deliverables.

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.  Resources may not be immediately available.

Customer understands and agrees that in addition any delays in providing the complete deliverables may cause delays in the delivery of the website and Customer may incur additional fees.

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 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 and ability to add or remove content, features, and functionalities within its website (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 that occur or actions 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 damages of any kind, related to or incurred as a result Customer’s or a 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 “book now” button when clicked does not direct the end user to the booking engine.

Customer will pay for any other maintenance, change and 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 right, 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 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 but excluding the files and functionalities related to the CMS, 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. 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.

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 prorate 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 from 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 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: customerservice@travelclick.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 cancelled 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, 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.