Tripadvisor Terms & Conditions

Any and all translations of the English-language version of this document, or any wording herein, are not binding in any way, are subject to change as our services evolve over time and are provided solely for the convenience of users. Last updated: August 4, 2021


  • Business Sales Master Terms (Hospitality and Media Solutions)
    These Master Terms, together with any applicable Schedules and Sales Orders, which are hereby incorporated by reference, will govern any and all Services purchased by or on behalf of Customer. This Agreement sets out the terms and conditions on which Customer may access or otherwise make use of any of the Services provided by Tripadvisor. All capitalized terms herein shall have the meaning assigned to them in Appendix A.

    1. PURPOSE AND OBJECTIVE

    1.1. “Tripadvisor” is the umbrella term used in this Agreement, and defined in Appendix A, to refer to any one of the three companies within the Tripadvisor group that provides an online platform and various tools and services that enable You to purchase and participate in the Services. The details of those three companies (each a “Tripadvisor Company”) are set out in Appendix A below.


    1.2. Tripadvisor provides Services associated with its Hospitality and Media Products, including without limitation, advertising, marketing, and subscription services on the Tripadvisor Sites, subject to the acceptance of this Agreement. For any Service in which Customer enrolls by completing, signing or submitting a Sales Order, Customer will pay Tripadvisor in accordance with the payment terms and conditions herein and in the applicable Sales Order and Schedule.


    1.3. This Agreement constitutes a legally binding agreement between You and the applicable Tripadvisor Company. If You are not clear about which Tripadvisor Company You have contracted with, please read this carefully, or contact Us to check if You are still unsure. Notwithstanding the specific Tripadvisor Company that You are contracting with, TripAdvisor LLC is the owner of all legal rights and title to the Tripadvisor intellectual property and operates and controls the Tripadvisor Sites. TripAdvisor LLC grants the other Tripadvisor Companies a license to utilize the Tripadvisor intellectual property, including without limitation any applicable platforms or other systems, to promote, distribute and sell the Services and Hospitality and Media Products to customers in the respective territories of each Tripadvisor Company.


    2. SERVICE RULES

    2.1. For each specific Service that Customer chooses to use, Customer shall first complete and submit to Tripadvisor an applicable Sales Order. Each Service shall be subject to its applicable Schedule available at Tripadvisor Terms & Conditions, each of which is hereby made a part of this Agreement. Each Sales Order shall specify the Services to be delivered (e.g. types and amounts of Impressions, Clicks, or other desired actions), the prices for such Services, the maximum Budget (if applicable), and the Sales Order Start Date and Sales Order End Date (or the maximum amount of Impressions or Budget, if no End Date is specified), as applicable. Each Sales Order shall be signed by Customer and Tripadvisor and numbered with an individual Sales Order number. As applicable with respect to each Sales Order, Tripadvisor shall use good faith efforts to deliver the desired number of Clicks or Impressions within the time period stated, but shall not be liable for failing to do so. No other additional terms of any sort appearing in any writings or other communications made in connection with any Sales Order or this Agreement, including without limitation those contained on any forms of payment, will be binding on Tripadvisor, whether in conflict with or in addition to this Agreement. Sales Orders are binding on Customer and not subject to cancellation, except as provided below under Section 7.

    2.2. Tripadvisor grants to Customer a limited, non-exclusive, non-transferable license to access and use the Services in a manner which does not interfere with, disturb, or disrupt other network users, Services, or equipment, as determined by Tripadvisor, and in accordance with (i) the applicable Schedule and Sales Order; (ii) the Policies; (iii) the Tripadvisor Site Terms of Use and Privacy and Cookies Statement (as amended from time to time); and (iv) all applicable laws. Except to the extent expressly provided for herein, Tripadvisor shall own and retain all right, title and interest in and to the TA Materials, regardless of form, including any intellectual property rights therein and all rights in the TA Materials not expressly granted to Customer hereunder are reserved by Tripadvisor. Tripadvisor may immediately suspend access to the Services under this Agreement immediately upon written notice if Tripadvisor reasonably suspects that Customer is in breach of this Section 2.2. Such suspension may be lifted promptly upon cure of such breach.

    2.3. Tripadvisor may, in its sole discretion and without liability to Customer or any third party, suspend Services, in whole or in part, as is reasonably necessary for compliance with applicable laws or government orders, or if Customer is in violation of this Agreement. Customer acknowledges it will not acquire any proprietary rights (including copyright and any other intellectual property rights) in the Services, all of which shall be retained by Tripadvisor. Tripadvisor makes no guarantees as to the effectiveness of the Services. Excluding any and all Campaign Information, to the extent any Campaign-related content is made available for download through the Management Center, Tripadvisor grants Customer a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use such Campaign-related content solely for Customer’s direct to User promotional or marketing purposes in accordance with this Agreement, Policies, and any other materials that Tripadvisor may furnish to Customer in its sole discretion.

    2.4. If applicable, any Campaign Information provided by Tripadvisor through the Services or the applicable Advertising Platform is indicative only, and under no circumstances is Tripadvisor liable for any difference between the Campaign Information and the actual results of a Campaign received by Customer. Furthermore, Customer acknowledges and agrees that (i) the quality of such Campaign Information may be dependent on the quality and quantity of data provided by Customer; and (ii) the use of such Campaign Information does not guarantee any return on investment, conversions, or other metric. Customer may display and/or distribute the Campaign Information within Customer‘s organization for internal business purposes only. No other internal or external distribution of any of the Campaign Information is permitted. Customer acknowledges it will not acquire any proprietary rights (including copyright and any other intellectual property rights) in the Campaign Information, all of which shall be retained by Tripadvisor.

    2.5. Customer’s failure to comply with all applicable Policies and requirements under any applicable Schedule may delay or prevent delivery of the Services and shall give Tripadvisor the right to immediately terminate the applicable Schedule.

    2.6. Modifications to Access. Customer may modify its current level or tier of Access to its subscription-based Services solely upon Tripadvisor’s prior approval, which may be withheld at Tripadvisor‘s sole discretion. In the event any such Access modification is approved, the dates of the Sales Order Term and any subsequent renewal will not change and Customer may be required to sign a new Sales Order to reflect such modifications.

    3. CUSTOMER CONTENT AND REPRESENTATIONS

    3.1. During the Agreement Term, Customer hereby grants Tripadvisor, its Affiliates, and applicable partners and Third Party Providers: (i) the right to display the Customer Content on the Tripadvisor Site, and (ii) free of charge, a non-exclusive, worldwide royalty-free license to use the Customer Content as necessary to enable Tripadvisor to provide, optimize and develop the Services.

    3.2. Unless otherwise stated in the applicable Schedule, failure by Tripadvisor or a Third Party Provider to publish any Customer Content does not constitute a breach of this Agreement or otherwise entitle Customer to any legal remedy. Tripadvisor makes no guarantees that the Customer Content will appear in any particular position, placement or rank. It is Customer‘s obligation to submit Customer Content in accordance with the Policies. Customer‘s failure to comply with the Policies may prevent or delay the delivery of the Services to Customer and shall give Tripadvisor the right to immediately terminate the applicable Sales Order. Tripadvisor reserves the right, without liability, to reject, remove and/or cancel any material which contains content or links which do not comply with the Policies, at Tripadvisor’s sole discretion. Tripadvisor’s sole liability under this Section 3.2 shall be to refund a prorated portion of pre-paid fees for the unfulfilled term of the Services, if any.

    3.3. Customer shall be solely responsible for the Customer Content provided to Tripadvisor, and shall indemnify Tripadvisor for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from such Customer Content (including but not limited to unfair or deceptive acts and practices and consumer protection claims).

    3.4. Customer represents, warrants and covenants to Tripadvisor that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all Customer Content (including, without limitation, all text, URLs, and websites to which URLs are linked); (b) it owns the Customer Content or is otherwise entitled to grant the foregoing license in Section 3.1; (c) all such Customer Content complies with all applicable laws and regulations including, but not limited to, Data Protection Legislation, the claims contained within such Customer Content have been substantiated and that such Customer Content contains any necessary disclosures, the Customer Content does not violate the rights (including, but not limited to, intellectual property rights) of any third party, and does not contain any defamatory, false or misleading statements or material; and (d) each internet site linked to or from the Customer Content 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 or from the applicable site containing the advertisement.

    3.5. If Customer is participating in a Service on behalf of another person or entity (“Advertiser”), Customer represents, warrants and covenants that (a) it has permission to participate in such Service; (b) if it acts as an agent for Advertiser then it has the legal authority to bind Advertiser to this Agreement and if Advertiser violates any conditions under this Agreement then Tripadvisor may hold Customer responsible for that violation; and (c) the Customer is responsible for any violations and agrees to procure that Advertiser (i) complies with this Agreement as if it were a party to the Agreement; and (ii) gives all consents and does all other things necessary to ensure that both Advertiser and Customer can comply with under this Agreement. Customer is responsible for such compliance and for all acts/omissions of Advertiser.

    3.6. Tripadvisor may redesign the Tripadvisor Sites in its sole discretion at any time. Tripadvisor may update, modify, change or discontinue any of the Services in its sole discretion at any time. If any Service is discontinued and Tripadvisor is unable to provide a comparable replacement for the remainder of the Sales Order Term, Tripadvisor shall refund to Customer a pro-rated portion of all prepaid fees (where applicable) associated with the discontinued Service for which no replacement was provided.

    3.7. Customer represents and warrants that (a) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and (b) its execution of this Agreement and the performance of its obligations hereunder 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.

    4. THIRD PARTY INTEGRATIONS AND PLATFORMS

    4.1. To the extent the Tripadvisor Site or Services, or any portion thereof, is provided or furnished by Tripadvisor to Customer via integration with a Third Party Provider, Tripadvisor may require Customer to acknowledge and agree to such Third Party Provider’s terms that govern and apply to Customer’s use and access of the Services.

    4.2. To the extent Customer’s use of or access to the Services, or any portion thereof, including the provision of Customer Content to Tripadvisor, requires integration between the Tripadvisor Site or Services and Customer’s account with a Third Party Provider, Customer acknowledges and agrees: (i) it is authorized to permit such integration between Customer’s account with the Third Party Provider and the Tripadvisor Site or Services, and (ii) it is solely responsible for all activity and use associated with Customer’s account with the Third Party Provider and the integration thereof.

    4.3. Customer hereby acknowledges and agrees that by accessing the Services, Customer consents to receiving communications and updates from Tripadvisor and any applicable Third Party Provider, including to the extent applicable its agents, partners, and affiliates, from time to time regarding the Services, product updates, and security.

    5. CONFIDENTIALITY, PRIVACY AND DATA

    5.1. If Tripadvisor and Customer have entered into a Non-Disclosure Agreement (“NDA”), Tripadvisor and Customer agree that the terms of such NDA will be deemed incorporated herein and further. Notwithstanding the foregoing, each party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all of the other party’s Confidential Information. All terms and conditions of this Agreement, including, but not limited to, pricing and Customer-specific terms, will be considered Confidential Information and will not be disclosed (except to a party’s attorneys and/or accountants on a need-to-know basis, or if required by applicable law) without the prior written consent of the other party. Notwithstanding the foregoing, the recipient may disclose such Confidential Information if required by any judicial or governmental request, requirement or order, provided that the recipient will take reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order to the extent that such notice is feasible given the timing of the notice period or requirements of said governmental or judicial bodies. Each party acknowledges and agrees that Tripadvisor may archive an electronic copy of the Agreement. Customer will require any Advertiser, third party or affiliate used in performance of the Sales Order on Customer‘s behalf to be bound by confidentiality and non-use obligations at least as restrictive as those imposed on Customer by this Section 5.1, unless otherwise set forth in the Sales Order.

    5.2. From the Start Date of Customer’s first Sales Order, through the End Date of Customer’s last Sales Order or termination in accordance with the Agreement, to the extent applicable and necessary, each party shall have a privacy policy in place governing its use of End Users’ Personal Data that meets or exceeds any applicable Data Protection Legislation. To the extent applicable, Customer shall ensure that any collection, use and disclosure of information and Personal Data obtained or utilized pursuant to this Agreement will comply with all applicable laws, regulations and privacy policies, including, but not limited to, all of the requirements of the CAN-SPAM Act, and Data Protection Legislation. Customer agrees not to send any unsolicited marketing email or other online communication (e.g., “spam“) through to Tripadvisor Users or otherwise via the Services and shall comply with all Policies regarding bulk mail and online communications. If applicable, for the purposes of any email or advertising placements, Customer designates Tripadvisor as the sender for compliance with the CAN-SPAM Act.

    5.3. To the extent applicable, Customer shall evidence that it has appropriate security measures in place to protect End Users’ Personal Data, including appropriate technical and organizational measures to protect against unauthorized or unlawful processing and against accidental loss, destruction or damage. Unless otherwise explicitly authorized in writing and in advance by Tripadvisor, Customer will not: (a) use or disclose Sales Order details, or any data collected pursuant to this Agreement (including but not limited to a user’s recorded view or click of an ad), for retargeting or any purpose other than performing under this IO; or (b) use or disclose any Personal Data collected from individual users during delivery of an ad pursuant to the Sales Order in any manner except as provided under this Agreement. For the avoidance of doubt, unless otherwise specified in this Agreement, both parties agree that no collection, use, transfer, or processing of Personal Data will occur as it pertains to Tripadvisor’s delivery of the Services to the Customer. Tripadvisor makes no warranty, whether express or implied, regarding the Customer’s use of any information it may derive in the course of receiving the Services and Tripadvisor expressly disclaims any and all liability arising out of the Customer’s use of such information.

    5.4. Customer hereby grants permission for Tripadvisor to place a pixel, cookie, or other tracking technology on Customer’s website, as applicable in the relevant Schedule or Sales Order. Tripadvisor may use the Pixel Data for any lawful purpose, including, but not limited to, site optimization, conversion, and remarketing. Pixel Data will be treated as Confidential Information, and will be stored securely and maintained separately by the Customer apart from other similar data, and will not be used for the benefit of any other third parties.

    6. PAYMENT TERMS AND CALCULATIONS

    6.1. Customer shall make payments in accordance with the applicable Schedule and in the amount and by the method selected by Customer in the applicable Sales Order. As applicable, the Customer shall be invoiced by Tripadvisor on the basis laid out in the applicable Schedule. In the event that Customer is invoiced for any Services, the Customer shall pay all invoices within thirty (30) days from the date of the invoice unless otherwise specified on the Sales Order. In the event of a failure of any individual third party tracking system used for billing purposes, Tripadvisor will be the system of record, and for Display Advertising and Media Services, using 7-day trailing data for the most recent valid period prior to determine ratios.

    6.2. In addition to any other rights, Tripadvisor may immediately discontinue, or otherwise suspend, the applicable Services and remove Customer’s advertisements in the event of non-payment by the Customer in accordance with this Agreement.

    6.3. All amounts payable under this agreement:

     6.3.1. Will be exclusive of any applicable sales, use, excise, value added tax, or other tax or amount which may be levied on the Services provided for under this Agreement. Where applicable, taxes payable will be reflected as separate items on invoices, which will include a detailed description of such tax; and

     6.3.2. Shall be paid in full without any deductions except where the payor is required by law to deduct withholding tax from sums payable to the payee and remit to the local tax authorities. Payor shall promptly provide to payee any proof of such remittances to the local tax authorities, including receipts issued from the appropriate tax regulatory authority or any other relevant documentation evidencing payment of any amounts deducted pursuant to this clause.

    6.4. All unpaid fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. All billing calculations are based solely on the Impressions, Clicks or other 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 applicable Sales Order or Schedule.

    6.5. If Tripadvisor, in its sole reasonable discretion, believes in good faith that Customer may be unable to pay amounts due to Tripadvisor according to the payment schedules provided hereunder, Tripadvisor may suspend Services and remove any and all Customer Content from the Tripadvisor Site. Any such suspension will be lifted upon Customer’s payment of all unpaid amounts, subject to any additional payment schedules provided by Tripadvisor.

    7. TERM AND TERMINATION

    7.1. This Agreement shall be in effect for the Agreement Term. Tripadvisor shall provide Customer access to the Services beginning on the date specified in the applicable Sales Order and ending on the earlier of (a) the End Date or (b) the date on which all commitments stipulated in the Schedules are satisfied. So long as any Sales Order remains in effect, these Master Terms shall also remain in effect. In the event that there are no active Sales Orders or Schedules between the parties and Tripadvisor is not providing Customer with any Services, this Agreement shall automatically terminate.

    7.2. Termination For Cause. This Agreement may be terminated by Customer only if a material breach of this Agreement remains uncured after the Customer has given thirty (30) days prior written notice to Tripadvisor specifying the alleged breach. Except as otherwise stated in a Sales Order, Tripadvisor may revoke or discontinue (permanently or temporarily) Customer’s access to one or more of the Services and/or terminate this Agreement at any time with immediate effect for any reason, including, but not limited to, if Tripadvisor detects any misuse of the Tripadvisor Site or the Services, and/or if Tripadvisor believes that Customer is in breach of this Agreement, and/or for any other reason in Tripadvisor’s sole discretion.

    7.3. Effect of Termination. If any Sales Order is cancelled for any reason, the Customer shall pay to Tripadvisor, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered services up to the effective date of cancellation. Upon termination or expiration of this Agreement, the following sections will survive: 5, 6, 7, 8, and 9. The terms of Section 5 shall survive the completion, expiration, termination or cancellation of these Master Terms or any applicable Schedule or Sales Order for a period of five (5) years.

    7.4. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, UPON THE TERMINATION OF ANY OF THE SERVICES (EXCEPT IN THE EVENT OF TERMINATION FOR CAUSE UNDER SECTION 7.2), CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO TRIPADVISOR UNDER THE APPLICABLE SALES ORDER OR SCHEDULE. NEITHER TRIPADVISOR NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO CUSTOMER. However, in cases which involve fraudulent activity of any type, inappropriate or malicious content, breach of this Agreement or misuse of the Services or Tripadvisor Site, no refunds will be provided.

    8. LIABILITY, WARRANTY & INDEMNITY

    8.1. THE SERVICES ARE PROVIDED “AS IS”. CUSTOMER AGREES THAT TRIPADVISOR SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE ARISING AS A RESULT OF INACCURACY OR INCOMPLETENESS OF THE SERVICES OR REPORTING. CUSTOMER FURTHER AGREES THAT TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COMMERCIAL OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICES OR REPORTING.

    8.2. EXCEPT AS OTHERWISE STATED HEREIN, TRIPADVISOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE SERVICES, THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE TRIPADVISOR SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE TRIPADVISOR SITE OR SERVICES.

    8.3. TRIPADVISOR DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS.

    8.4. IN NO EVENT SHALL TRIPADVISOR OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY RECEIVED BY TRIPADVISOR FROM CUSTOMER FOR THE SPECIFIC SERVICE AT ISSUE OR FOR ANY DAMAGES RELATED TO THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COMMERCIAL OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICES.

    8.5. Customer agrees to defend, indemnify and hold harmless Tripadvisor and each of Tripadvisor’s agents, partners, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs (including reasonable attorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Customer Content, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Tripadvisor. Customer shall not agree to any settlement or compromise that imposes any obligation or liability on Tripadvisor without such party’s prior written consent.

    9. GENERAL PROVISIONS

    9.1. Customer hereby grants Tripadvisor permission to use Customer’s name and logo to publicize the fact that it is a client of Tripadvisor, including but not limited to, in press releases and in other forms of media. Customer shall not use, display or modify Tripadvisor’s trademarks in any manner without the prior written consent of Tripadvisor.

    9.2. The Agreement is governed by, and shall be construed in accordance with, the laws of the Commonwealth of Massachusetts, USA. By entering into this Agreement, Customer waives any claims that may arise under the laws of other countries or territories. Customer must institute any claim, cause of action or dispute with Tripadvisor arising out of or relating to this Agreement exclusively in the courts of Boston, Massachusetts, USA. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts for all disputes related to the subject matter hereof.

    9.3. No joint venture, partnership, employment, or agency relationship exists between Customer and Tripadvisor. Tripadvisor will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless Tripadvisor expressly consents to such assignment in writing, not to be unreasonably withheld. Tripadvisor may assign this Agreement without consent to: (a) an Affiliate; (b) any purchaser of all or substantially all of the assets of (i) Tripadvisor or (ii) the business group providing services pursuant to this Agreement; or (c) to any successor to (i) or (ii) by way of merger, consolidation or similar transaction.

    9.4. Except as specifically provided herein, the Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter hereof. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provision will be deemed modified to the extent necessary to make them enforceable. These Master Terms will be deemed to be controlling over all other writings or agreements of any kind between the parties, except for commercial terms that are specific to a particular Service, as provided in the applicable Schedule.

    9.5. Tripadvisor is not liable for any failure or delay in its performance under this Agreement due to a Force Majeure Event. If a Force Majeure Event interrupts, hampers or interferes with the preparation, commencement or completion of Tripadvisor’s Services hereunder, then Tripadvisor may suspend Services and the running of time hereunder for so long as the Force Majeure Event shall continue. No compensation shall accrue or become payable to Tripadvisor hereunder during the period of such suspension, provided that the schedule set forth on the applicable Sales Order shall be extended for a period of time equal to the delay.

    9.6. All notices to Tripadvisor relating to any notices, termination, legal claims or other such related matters must be made in writing to Tripadvisor by mail at Attn: General Counsel, Tripadvisor, 400 1st Avenue, Needham, MA 02494, USA.

    9.7. The English language version of this Agreement is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

    9.8. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. Notwithstanding the foregoing, Tripadvisor may amend these Master Terms, or any Schedule, at any time, by giving Customer notification of the amendments in writing, via the Management Center or via email, unless otherwise stated in the notification, or unless Customer terminates its Sales Order (as permitted by this Agreement or the notification).

    TRIPADVISOR MASTER BUSINESS SALES TERMS AND CONDITIONS (HOSPITALITY AND MEDIA SOLUTIONS)

    APPENDIX A

    DEFINITIONS

    The following capitalized terms have the meanings set forth below.

    “Access” means a level or tier of any subscription-based Services that may be purchased by Customer.

    “Advertiser” shall have the meaning ascribed to it in Section 3.5 of the Master Terms.

    “Advertising Platform” means the online platform through which Customer may use and manage its use of a Service, and Tripadvisor may provide Customer Campaign Information, as provided for in the applicable Schedule and Sales Order.

    “Affiliate” means any entity that, directly or indirectly, controls or is controlled by, or is under common control with a party.

    “Agreement” means the Master Terms, Schedules and Sales Order(s).

    “Agreement Term” means the period starting on the Effective Date and continuing until the last Sales Order is terminated in accordance with this Agreement.

    “BA CPC Link” means a URL or any other link located on Customer’s Property Listing (or elsewhere on the Tripadvisor Site, excluding any link located associated with Tripadvisor’s metasearch auction) provided as part of Business Advantage Services that is displayed through a Campaign.

    “Bid Management Platform” or “BMP” shall mean the tool that allows Customer to access the BMP Services and associated reporting.

    “BMP Services” means the bid management recommendations provided by Tripadvisor in connection with the Meta and TripConnect Services for BMP Properties as specified in the Sales Order.

    “BMP Properties” means, collectively, the Properties or group Properties in connection with which a Customer utilizes the BMP Services.

    “Budget” means the total budget indicated on a Sales Order, which is the maximum payable by Customer to Tripadvisor for Clicks. Notwithstanding the foregoing, the maximum may be exceeded if Customer changes the Budget in accordance with this Agreement.

    “Business Advantage CPC Services” means those Business Advantage Services which are paid for on a cost per-Click basis, as indicated on a Sales Order, which may include (without limitation), BA CPC Links.

    “Business Advantage Services” or “BA Services” means the Business Advantage CPC Services and the Business Advantage Subscription Services.

    “Business Advantage Subscription Services” means those Business Advantage Services which are paid for on a subscription basis, as indicated on a Sales Order, which may include (without limitation), telephone support, marketing and analytics tools, together with facilitating the publication of the applicable Customer Content.

    “Campaign” means the provision of Customer Content pursuant to a Sales Order for the applicable Services on the Tripadvisor Site.

    “Campaign Information” means any information, analytics, content, forecasts, reporting data and information, and intelligence that is made available through Customer’s use of the Services.

    “Click” means each act of a Tripadvisor Site user clicking on a Display Advertising and Media Services or Metasearch Services advertisement, a BA CPC Link, or an SP CPC Link.

    “Confidential Information” means any confidential or proprietary information of the other party provided or received hereunder, including but not limited to, data, information and know-how transmitted to such party whether the disclosing party has identified or marked as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. Confidential Information does not include information, however designated, that: (i) is or subsequently becomes publicly available without a party’s breach of any obligation owed to the other party; (ii) became known to prior to the disclosing party’s disclosure of such information to the other party pursuant to the terms of this Agreement; (iii) became known to a party from a source other than the disclosing party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by the other party.

    “CPC” means cost-per-click.

    “CPM” means cost-per-thousand page views.

    “Customer“ or “You“ means the contracting entity accessing the Tripadvisor Services (together with any affiliates or subsidiaries, if applicable) as listed in the Sales Order.

    “Customer Content“ means any and all information and content provided by Customer or on Customer’s behalf to Tripadvisor, including but not limited to all text, information, links, data, images, audio, video or other multimedia materials in whatever medium or form, and any websites, mobile applications, or other online, media, or virtual platforms linked to or from such content.

    “Data Collecting Technology” means the cookies, pixels, or similar types of tracking technology dropped by Customer on users’ devices or browsers, such as use pixels, trackers, web beacons or other data collecting technology requested by Customer, as applicable.

    “Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the collection, storage, or use of Personal Data and the privacy of electronic communications, including, without limitation (i) any applicable data protection legislation from time to time in force including the Data Protection Act 2018 or any successor legislation, (ii) the General Data Protection Regulation ((EU) 2016/679) as supplemented by the EU Member State Law and as incorporated into the EEA Agreement, and any other directly applicable European Union regulation relating to data protection and privacy, (iii) the California Consumer Privacy Act 2018, and (iv) generally-accepted industry and self-regulatory standards, as applicable, taking into account the type of data, practices, and industries relevant to this Agreement (such as the Network Advertising Initiative and Digital Advertising Alliance Self-Regulatory Principles).

    “Deliverables” means any creative, content or other materials to be provided by Tripadvisor to Customer in accordance with an applicable Schedule or Sales Order.

    “Display Advertising and Media Services” means the services provided by Tripadvisor that result from Customer requests for display advertising on the Tripadvisor Site, including where applicable custom content production, which are the subject of a Sales Order.

    “Effective Date” means the date the Master Terms were accepted by Customer (unless otherwise agreed between the parties).

    “End User“ means the user who accesses and uses the Customer’s website and applications.

    “Force Majeure Event” means causes beyond the parties’ reasonable control, including without limitation fire, earthquake, labor dispute or strike, act of God or public enemy, or act of terrorism.

    “Hospitality and Media Products” means the services offered by Tripadvisor to business-to-business customers, including the Business Advantage Services, Spotlight Services, Display Advertising and Media Services, Meta and TripConnect Services, Premium Shopping Services, Reputation Pro Services, and Sponsored Placement Services.

    “Impression” means each instance in which Customer Content or advertisement, as applicable, is served and displayed, whether or not it is seen or clicked on.

    “Management Center” means Tripadvisor’s online portal for businesses to manage their presence on the Tripadvisor Site.

    “Master Terms” means these Tripadvisor Master Business Sales Terms and Conditions (Hospitality and Media Solutions).

    “Meta and TripConnect Services” means the services provided by Tripadvisor that result from Requests for metasearch advertising on Tripadvisor Sites. For the avoidance of doubt, the Meta and TripConnect Services shall include, but is not limited to, the BMP Services and TripConnect Services.

    “Personal Data” means, subject to applicable data privacy standards, any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

    “Pixel Data” shall mean the data collected from the Tripadvisor pixel on Customer’s websites, which pertains to transactions completed on Customer’s website related to online traffic coming from the Tripadvisor Site. For the avoidance of doubt, the Customer agrees that the data collected shall not include Personal Data (as defined above).

    “Policies” means, collectively, (i) Tripadvisor’s then existing criteria or specifications (including content limitations, technical specifications, terms of use, privacy and cookies statement, user experience policies, policies regarding consistency with Tripadvisor’s public image, Tripadvisor’s brand guidelines, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Tripadvisor Site on which the ads are to appear), other editorial or advertising policies, and material due dates), (ii) the code of conduct, (iii) the Brand Safety Policy, and (iv) any other applicable Tripadvisor policy.

    “Premium Shopping Services” means the services provided by Tripadvisor that are the subject of a Shopping Premium Listing Subscription, which may include Shopping Premium Listing detail page(s), translation support, premium or prioritized displays on the Tripadvisor Site, and content update support.

    “Property” means the hotel, or any other type of accommodation business, which Customer is authorised to advertise, promote and access or purchase Services on its behalf.

    “Property Level Minimum” or “PLM” means the minimum set CPC value for Clicks on a Property.

    “Property Listing” means a listing page on the Tripadvisor Site for a Property.

    “Reputation Pro Services” means those services provided or furnished by Tripadvisor, which may include (without limitation), guest review collection, facilitating the publication of the applicable Customer Content, marketing and customer relationship management tools, and access insights such as analytics and reporting on Customer Content, either alone or in combination with information, analytics, content and intelligence provided by Tripadvisor, Third Party Providers, or other authorized third parties.

    “Requests“ means the traffic purchasing requests made by Customer for placements and advertising on the Tripadvisor Site.

    “Sales Order” means the record generated by Tripadvisor and sent to Customer (including without limitation via the Management Center) setting out the terms of the applicable Service(s), which shall be completed, accepted, signed (to the extent applicable) and submitted by Customer to Tripadvisor, as applicable to the Service.

    “Sales Order End Date“ means the end date of a Campaign, as set forth in a Sales Order.

    “Sales Order Start Date” means the date on which the applicable Services may begin, which shall be the later of (i) the date listed on the applicable Sales Order or (ii) the date of Customer’s signature on the applicable Sales Order.

    “Sales Order Term” means the period starting from the Schedule Effective Date until the end date stated in the Schedule or the applicable Sales Order.

    “Schedule” means the commercial agreement governing the Customer’s access to a Service.

    “Schedule Effective Date” means the date the applicable Schedule was accepted or executed by Customer.

    “Services” means the collection of products and services that may be purchased or accessed by Customer. For the avoidance of doubt, the Services shall collectively include the Business Advantage Services, Spotlight Services, Display Advertising and Media Services, Meta and TripConnect Services, Premium Shopping Services, Reputation Pro Services and SP Services.

    “SP CPC Link” means a URL or any other link located on Customer’s Property Listing (or elsewhere on Tripadvisor Sites, excluding any link located associated with Tripadvisor’s metasearch auction) provided as part of Business Advantage Services that is displayed through Customer’s Campaign.

    “SP Services” means the services provided by Tripadvisor, including without limitation SP Targeting, that result from Customer requests for Sponsored Placements on the Tripadvisor Site which are paid for on a CPC basis, as indicated on a Sales Order.

    “SP Targeting“ means a tool that Customer can select which provides Customer with additional, more detailed reports with regards to users who may see Customer’s advertisement(s) on TripAdvisor. This SP Targeting may be a combination of one or more targeting options available to Customer, at TripAdvisor’s sole discretion.

    “Sponsored Placement” or “SP” means an advertisement, which may include SP CPC Links, for a Property based on Customer Content that is displayed on the Tripadvisor Site and designed to link directly to the corresponding Property Listing.

    “Spotlight Services” means those services provided or furnished by Tripadvisor which permits Customer to access insights such as analytics, recommendations and reporting on Customer Content, either alone or in combination with data, content or metrics provided by Tripadvisor, other customers, Third Party Providers, or other authorized third parties.

    “TA Materials” means the Campaign Information, Deliverables, Tripadvisor’s trade names, trademarks, service marks, logos or other similar indicia of identity or source, any other information and other content provided or made available by Tripadvisor (including via the Management Center) and any derivative works of any of the foregoing.

    “Third Party Provider” means a party that is not Customer or Tripadvisor, or either of its Affiliates, that provides software, products, services, or a platform which may be used in connection with the Services.

    “Tripadvisor” is the umbrella term used in this Agreement to refer to the Tripadvisor Company that You have contracted with under the Sales Order(s), which is either (i) TripAdvisor LLC, a Delaware limited liability company; (ii) TripAdvisor Ltd.; or (iii) TripAdvisor Singapore Pvt Ltd. If You are not clear about which Tripadvisor Company You have contracted with, please read this carefully, or contact Tripadvisor to check if You are still unsure.

     TripAdvisor LTD will be the Tripadvisor Company with which You are contracting if Your primary place of business is located in Europe, the Middle East or Africa.

     TripAdvisor Singapore PVT LTD will be the Tripadvisor Company with which You are contracting if Your primary place of business is located in Asia or the Pacific Region.

     TripAdvisor LLC will be the Tripadvisor Company with which You are contracting if Your primary place of business is not located in any region listed above.

    “Tripadvisor Site“ means www.tripadvisor.com, along with any and all other websites, media, and applications operated by Tripadvisor (including all corresponding top-level domains and subdomains) including but not limited to the websites listed here:https://tripadvisor.mediaroom.com/us-about-us; localization instances of such Tripadvisor websites and applications; email and other marketing materials sent by Tripadvisor or any of the Tripadvisor brands; Tripadvisor partner sites; or Tripadvisor-branded advertisements on third-party partner websites, media, and applications.

    “Tripadvisor User” means the user who accesses and uses the Tripadvisor Site and applications.

    “TripConnect Services” means the services provided by Tripadvisor that result from Requests submitted via the Advertising Platform for metasearch advertising on the Tripadvisor Site linking directly to the Customer’s website.

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  • Business Sales Master Terms (Hospitality and Media Solutions) - EU & UK Version
    These Master Terms, together with any applicable Schedules and Sales Orders, which are hereby incorporated by reference, will govern any and all Services purchased by or on behalf of Customer. This Agreement sets out the terms and conditions on which Customer may access or otherwise make use of any of the Services provided by Tripadvisor. All capitalized terms herein shall have the meaning assigned to them in Appendix A.

    1. PURPOSE AND OBJECTIVE

    Section 1 describes the services that You are purchasing from Tripadvisor and the Tripadvisor company that you will be receiving services from.

    1.1. “Tripadvisor” is the umbrella term used in this Agreement, and defined in Appendix A, to refer to any one of the three companies within the Tripadvisor group that provides an online platform and various tools and services that enable You to purchase and participate in the Services. The details of those three companies (each a “Tripadvisor Company”) are set out in Appendix A below.

    1.2. Tripadvisor provides Services associated with its Hospitality and Media Products, including without limitation, advertising, marketing, and subscription services on the Tripadvisor Sites, subject to the acceptance of this Agreement. For any Service in which Customer enrolls by completing, signing or submitting a Sales Order, Customer will pay Tripadvisor in accordance with the payment terms and conditions herein and in the applicable Sales Order and Schedule.

    1.3. This Agreement constitutes a legally binding agreement between You and the applicable Tripadvisor Company. If You are not clear about which Tripadvisor Company You have contracted with, please read this carefully, or contact Us to check if You are still unsure. Notwithstanding the specific Tripadvisor Company that You are contracting with, TripAdvisor LLC is the owner of all legal rights and title to the Tripadvisor intellectual property and operates and controls the Tripadvisor Sites. TripAdvisor LLC grants the other Tripadvisor Companies a license to utilize the Tripadvisor intellectual property, including without limitation any applicable platforms or other systems, to promote, distribute and sell the Services and Hospitality and Media Products to customers in the respective territories of each Tripadvisor Company.

    2. SERVICE RULES

    Section 2 explains the documentation required for your purchase of the Services in addition to this Agreement, and other rules you are required to follow to the services you are purchasing from Tripadvisor. This section includes information about the order in which Customer Content or Properties will be displayed on the Tripadvisor Site.

    2.1. For each specific Service that Customer chooses to use, Customer shall first complete and submit to Tripadvisor an applicable Sales Order. Each Service shall be subject to its applicable Schedule available at Tripadvisor Terms & Conditions, each of which is hereby made a part of this Agreement. Each Sales Order shall specify the Services to be delivered (e.g. types and amounts of Impressions, Clicks, or other desired actions), the prices for such Services, the maximum Budget (if applicable), and the Sales Order Start Date and Sales Order End Date (or the maximum amount of Impressions or Budget, if no End Date is specified), as applicable. Each Sales Order shall be signed by Customer and Tripadvisor and numbered with an individual Sales Order number. As applicable with respect to each Sales Order, Tripadvisor shall use good faith efforts to deliver the desired number of Clicks or Impressions within the time period stated, but shall not be liable for failing to do so. No other additional terms of any sort appearing in any writings or other communications made in connection with any Sales Order or this Agreement, including without limitation those contained on any forms of payment, will be binding on Tripadvisor, whether in conflict with or in addition to this Agreement. Sales Orders are binding on Customer and not subject to cancellation, except as provided below under Section 7.

    2.2. Tripadvisor grants to Customer a limited, non-exclusive, non-transferable license to access and use the Services in a manner which does not interfere with, disturb, or disrupt other network users, Services, or equipment, as determined by Tripadvisor, and in accordance with (i) the applicable Schedule and Sales Order; (ii) the Policies; (iii) the Tripadvisor Site Site Terms of Use and Privacy and Cookies Statement (as amended from time to time); and (iv) all applicable laws. Except to the extent expressly provided for herein, Tripadvisor shall own and retain all right, title and interest in and to the TA Materials, regardless of form, including any intellectual property rights therein and all rights in the TA Materials not expressly granted to Customer hereunder are reserved by Tripadvisor. Tripadvisor may immediately suspend access to the Services under this Agreement immediately upon written notice if Tripadvisor reasonably suspects that Customer is in breach of this Section 2.2. Such suspension may be lifted promptly upon cure of such breach.

    2.3. Tripadvisor may, in its sole discretion and without liability to Customer or any third party, suspend Services, in whole or in part, as is reasonably necessary for compliance with applicable laws or government orders, or if Customer is in violation of this Agreement. Customer acknowledges it will not acquire any proprietary rights (including copyright and any other intellectual property rights) in the Services, all of which shall be retained by Tripadvisor. Tripadvisor makes no guarantees as to the effectiveness of the Services. Excluding any and all Campaign Information, to the extent any Campaign-related content is made available for download through the Management Center, Tripadvisor grants Customer a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use such Campaign-related content solely for Customer’s direct to User promotional or marketing purposes in accordance with this Agreement, Policies, and any other materials that Tripadvisor may furnish to Customer in its sole discretion.

    2.4. If applicable, any Campaign Information provided by Tripadvisor through the Services or the applicable Advertising Platform is indicative only, and under no circumstances is Tripadvisor liable for any difference between the Campaign Information and the actual results of a Campaign received by Customer. Furthermore, Customer acknowledges and agrees that (i) the quality of such Campaign Information may be dependent on the quality and quantity of data provided by Customer; and (ii) the use of such Campaign Information does not guarantee any return on investment, conversions, or other metric. Customer may display and/or distribute the Campaign Information within Customer’s organization for internal business purposes only. No other internal or external distribution of any of the Campaign Information is permitted. Customer acknowledges it will not acquire any proprietary rights (including copyright and any other intellectual property rights) in the Campaign Information, all of which shall be retained by Tripadvisor.

    2.5. Customer’s failure to comply with all applicable Policies and requirements under any applicable Schedule may delay or prevent delivery of the Services and shall give Tripadvisor the right to immediately terminate the applicable Schedule.

    2.6. Modifications to Access. Customer may modify its current level or tier of Access to its subscription-based Services solely upon Tripadvisor’s prior approval, which may be withheld at Tripadvisor’s sole discretion. In the event any such Access modification is approved, the dates of the Sales Order Term and any subsequent renewal will not change and Customer may be required to sign a new Sales Order to reflect such modifications.

    2.7. Some of the parameters involved in the determination of the ordering of Customer Content or Properties on the Tripadvisor Site may include factors including but not limited to consumer prices, user ratings, and the sort orders selected by users, as further explained on the Tripadvisor Site.

    3. CUSTOMER CONTENT AND REPRESENTATIONS

    For most of the services offered by Tripadvisor, you will be providing content to be displayed on the Tripadvisor Site. Section 3 describes the rights that you grant us in this content and includes assurances about this content and your purchase of the services. You are fully responsible for ensuring that you have all necessary rights to all of the content you provide to us, and that the content complies with our standards.

    3.1. During the Agreement Term, Customer hereby grants Tripadvisor, its Affiliates, and applicable partners and Third Party Providers: (i) the right to display the Customer Content on the Tripadvisor Site, and (ii) free of charge, a non-exclusive, worldwide royalty-free license to use the Customer Content as necessary to enable Tripadvisor to provide, optimize and develop the Services.

    3.2. Unless otherwise stated in the applicable Schedule, failure by Tripadvisor or a Third Party Provider to publish any Customer Content does not constitute a breach of this Agreement or otherwise entitle Customer to any legal remedy. Tripadvisor makes no guarantees that the Customer Content will appear in any particular position, placement or rank. It is Customer’s obligation to submit Customer Content in accordance with the Policies. Customer’s failure to comply with the Policies may prevent or delay the delivery of the Services to Customer and shall give Tripadvisor the right to immediately terminate the applicable Sales Order. Tripadvisor reserves the right, without liability, to reject, remove and/or cancel any material which contains content or links which do not comply with the Policies, at Tripadvisor’s sole discretion. Tripadvisor’s sole liability under this Section 3.2 shall be to refund a prorated portion of pre-paid fees for the unfulfilled term of the Services, if any.

    3.3. Customer shall be solely responsible for the Customer Content provided to Tripadvisor, and shall indemnify Tripadvisor for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from such Customer Content (including but not limited to unfair or deceptive acts and practices and consumer protection claims).

    3.4. Customer represents, warrants and covenants to Tripadvisor that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all Customer Content (including, without limitation, all text, URLs, and websites to which URLs are linked); (b) it owns the Customer Content or is otherwise entitled to grant the foregoing license in Section 3.1; (c) all such Customer Content complies with all applicable laws and regulations including, but not limited to, Data Protection Legislation, the claims contained within such Customer Content have been substantiated and that such Customer Content contains any necessary disclosures, the Customer Content does not violate the rights (including, but not limited to, intellectual property rights) of any third party, and does not contain any defamatory, false or misleading statements or material; and (d) each internet site linked to or from the Customer Content 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 or from the applicable site containing the advertisement.

    3.5. If Customer is participating in a Service on behalf of another person or entity (“Advertiser”), Customer represents, warrants and covenants that (a) it has permission to participate in such Service; (b) if it acts as an agent for Advertiser then it has the legal authority to bind Advertiser to this Agreement and if Advertiser violates any conditions under this Agreement then Tripadvisor may hold Customer responsible for that violation; and (c) the Customer is responsible for any violations and agrees to procure that Advertiser (i) complies with this Agreement as if it were a party to the Agreement; and (ii) gives all consents and does all other things necessary to ensure that both Advertiser and Customer can comply with under this Agreement. Customer is responsible for such compliance and for all acts/omissions of Advertiser.

    3.6. Tripadvisor may redesign the Tripadvisor Sites in its sole discretion at any time. Tripadvisor may update, modify, change or discontinue any of the Services in its sole discretion at any time. If any Service is discontinued and Tripadvisor is unable to provide a comparable replacement for the remainder of the Sales Order Term, Tripadvisor shall refund to Customer a pro-rated portion of all prepaid fees (where applicable) associated with the discontinued Service for which no replacement was provided.

    3.7. Customer represents and warrants that (a) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and (b) its execution of this Agreement and the performance of its obligations hereunder 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.

    4. THIRD PARTY INTEGRATIONS AND PLATFORMS

    Tripadvisor may use third party programs to help provide the services to you. Section 4 explains your consent for such third party programs by purchasing the services.

    4.1. To the extent the Tripadvisor Site or Services, or any portion thereof, is provided or furnished by Tripadvisor to Customer via integration with a Third Party Provider, Tripadvisor may require Customer to acknowledge and agree to such Third Party Provider’s terms that govern and apply to Customer’s use and access of the Services.

    4.2. To the extent Customer’s use of or access to the Services, or any portion thereof, including the provision of Customer Content to Tripadvisor, requires integration between the Tripadvisor Site or Services and Customer’s account with a Third Party Provider, Customer acknowledges and agrees: (i) it is authorized to permit such integration between Customer’s account with the Third Party Provider and the Tripadvisor Site or Services, and (ii) it is solely responsible for all activity and use associated with Customer’s account with the Third Party Provider and the integration thereof.

    4.3. Customer hereby acknowledges and agrees that by accessing the Services, Customer consents to receiving communications and updates from Tripadvisor and any applicable Third Party Provider, including to the extent applicable its agents, partners, and affiliates, from time to time regarding the Services, product updates, and security.

    5. CONFIDENTIALITY, PRIVACY AND DATA

    Section 5 covers each party’s responsibility to protect any confidential information of the other party that it receives. It also sets out obligations relating to data privacy, and explains the parties’ access to various types of data both during the term of this Agreement and after it ends.

    5.1. If Tripadvisor and Customer have entered into a Non-Disclosure Agreement (“NDA”), Tripadvisor and Customer agree that the terms of such NDA will be deemed incorporated herein and further. Notwithstanding the foregoing, each party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all of the other party’s Confidential Information. All terms and conditions of this Agreement, including, but not limited to, pricing and Customer-specific terms, will be considered Confidential Information and will not be disclosed (except to a party’s attorneys and/or accountants on a need-to-know basis, or if required by applicable law) without the prior written consent of the other party. Notwithstanding the foregoing, the recipient may disclose such Confidential Information if required by any judicial or governmental request, requirement or order, provided that the recipient will take reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order to the extent that such notice is feasible given the timing of the notice period or requirements of said governmental or judicial bodies. Each party acknowledges and agrees that Tripadvisor may archive an electronic copy of the Agreement. Customer will require any Advertiser, third party or affiliate used in performance of the Sales Order on Customer’s behalf to be bound by confidentiality and non-use obligations at least as restrictive as those imposed on Customer by this Section 5.1, unless otherwise set forth in the Sales Order.

    5.2. From the Start Date of Customer’s first Sales Order, through the End Date of Customer’s last Sales Order or termination in accordance with the Agreement, to the extent applicable and necessary, each party shall have a privacy policy in place governing its use of End Users’ Personal Data that meets or exceeds any applicable Data Protection Legislation. To the extent applicable, Customer shall ensure that any collection, use and disclosure of information and Personal Data obtained or utilized pursuant to this Agreement will comply with all applicable laws, regulations and privacy policies, including, but not limited to, all of the requirements of the CAN-SPAM Act, and Data Protection Legislation. Customer agrees not to send any unsolicited marketing email or other online communication (e.g., “spam“) through to Tripadvisor Users or otherwise via the Services and shall comply with all Policies regarding bulk mail and online communications. If applicable, for the purposes of any email or advertising placements, Customer designates Tripadvisor as the sender for compliance with the CAN-SPAM Act.

    5.3. To the extent applicable, Customer shall evidence that it has appropriate security measures in place to protect End Users’ Personal Data, including appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage. Unless otherwise explicitly authorized in writing and in advance by Tripadvisor, Customer will not: (a) use or disclose Sales Order details, or any data collected pursuant to this Agreement (including but not limited to a user’s recorded view or click of an ad), for retargeting or any purpose other than performing under this IO; or (b) use or disclose any Personal Data collected from individual users during delivery of an ad pursuant to the Sales Order in any manner except as provided under this Agreement. For the avoidance of doubt, unless otherwise specified in this Agreement, both parties agree that no collection, use, transfer, or processing of Personal Data will occur as it pertains to Tripadvisor’s delivery of the Services to the Customer. Tripadvisor makes no warranty, whether express or implied, regarding the Customer’s use of any information it may derive in the course of receiving the Services and Tripadvisor expressly disclaims any and all liability arising out of the Customer’s use of such information.

    5.4. Customer hereby grants permission for Tripadvisor to place a pixel, cookie, or other tracking technology on Customer’s website, as applicable in the relevant Schedule or Sales Order. Tripadvisor may use the Pixel Data for any lawful purpose, including, but not limited to, site optimization, conversion, and remarketing. Pixel Data will be treated as Confidential Information, and will be stored securely and maintained separately by the Customer apart from other similar data, and will not be used for the benefit of any other third parties.

    5.5. During the Term, Customer will have access (through the Management Center) to data provided by Customer to Tripadvisor, and data otherwise generated through Customer’s use of the Services (“Data”). Data may include: (a) data required by Tripadvisor to create and maintain Customer’s Tripadvisor account, and facilitate the provision of the Services (e.g. legal, financial and tax information); (b) data relating to or provided by Tripadvisor Users who view Customer Content, make Clicks;; (c) reviews, ratings and/or other content submitted by Tripadvisor Users in connection with Customer for the duration of its publication on the Tripadvisor Site; and (d) data in the form of information, analytics, statistics and/or intelligence, including aggregated and anonymized data that relates to third party business customers of Tripadvisor. Customer may use any such Data solely for internal business purposes during the Agreement Term.

    5.6. Tripadvisor may use and retain any and all Data both during and after the Term. Customer may share the Data, as described in Section 5.5(a) - (c), with third parties: (x) as necessary for Tripadvisor to perform this Agreement; (y) in order to improve the Services and (z) as necessary to comply with Tripadvisor’s legal and regulatory obligations. Customer may opt out of third party data-sharing in accordance with its rights under data protection laws.

    5.7. All of the foregoing provisions of Sections 5.5 and 5.6 are subject to: (a) the terms of Tripadvisor’s Privacy and Cookies Statement; (b) the data protection rights of Customer and Tripadvisor Users (as applicable); and (c) each party’s obligations pursuant to applicable laws.

    6. PAYMENT TERMS AND CALCULATIONS

    Section 6 explains how you are required to make payments for the services provided by Tripadvisor, including but not limited to the interest that you might be required to pay for unpaid fees.

    6.1. Customer shall make payments in accordance with the applicable Schedule and in the amount and by the method selected by Customer in the applicable Sales Order. As applicable, the Customer shall be invoiced by Tripadvisor on the basis laid out in the applicable Schedule. In the event that Customer is invoiced for any Services, the Customer shall pay all invoices within thirty (30) days from the date of the invoice unless otherwise specified on the Sales Order.

    6.2. In the event that the parties agree to use a third party tracking system for billing purposes, all applicable credentials required for Tripadvisor to obtain the necessary access or reporting shall be provided within five (5) business days after the Start Date of the Sales Order. In the event Customer does not provide such access or reporting of there is a failure of any such individual third party tracking system used for billing purposes, Tripadvisor will be the system of record using 7-day trailing data for the most recent valid period prior to determine ratios.

    6.3. In addition to any other rights, Tripadvisor may immediately discontinue, or otherwise suspend, the applicable Services and remove Customer’s advertisements in the event of non-payment by the Customer in accordance with this Agreement.

    6.4. All amounts payable under this agreement:

     6.4.1. Will be exclusive of any applicable sales, use, excise, value added tax, or other tax or amount which may be levied on the Services provided for under this Agreement. Where applicable, taxes payable will be reflected as separate items on invoices, which will include a detailed description of such tax; and

     6.4.2. Shall be paid in full without any deductions except where the payor is required by law to deduct withholding tax from sums payable to the payee and remit to the local tax authorities. Payor shall promptly provide to payee any proof of such remittances to the local tax authorities, including receipts issued from the appropriate tax regulatory authority or any other relevant documentation evidencing payment of any amounts deducted pursuant to this clause.

    6.5. All unpaid fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. All billing calculations are based solely on the Impressions, Clicks or other 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 applicable Sales Order or Schedule.

    6.6. If Tripadvisor, in its sole reasonable discretion, believes in good faith that Customer may be unable to pay amounts due to Tripadvisor according to the payment schedules provided hereunder, Tripadvisor may suspend Services and remove any and all Customer Content from the Tripadvisor Site. Any such suspension will be lifted upon Customer’s payment of all unpaid amounts, subject to any additional payment schedules provided by Tripadvisor.

    7. TERM AND TERMINATION

    Section 7 explains how this Agreement may be terminated and what happens after termination of the Agreement.

    7.1. This Agreement shall be in effect for the Agreement Term. Tripadvisor shall provide Customer access to the Services beginning on the date specified in the applicable Sales Order and ending on the earlier of (a) the End Date or (b) the date on which all commitments stipulated in the Schedules are satisfied. So long as any Sales Order remains in effect, these Master Terms shall also remain in effect. In the event that there are no active Sales Orders or Schedules between the parties and Tripadvisor is not providing Customer with any Services, this Agreement shall automatically terminate.

    7.2. Termination For Cause. This Agreement may be terminated by Customer only if a material breach of this Agreement remains uncured after the Customer has given thirty (30) days prior written notice to Tripadvisor specifying the alleged breach. Except as otherwise stated in a Sales Order, Tripadvisor may revoke or discontinue (permanently or temporarily) Customer’s access to one or more of the Services and/or terminate this Agreement at any time with immediate effect for any reason, including, but not limited to, if Tripadvisor detects any misuse of the Tripadvisor Site or the Services, and/or if Tripadvisor believes that Customer is in breach of this Agreement, and/or for any other reason in Tripadvisor’s sole discretion.

    7.3. Effect of Termination. If any Sales Order is cancelled for any reason, the Customer shall pay to Tripadvisor, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered services up to the effective date of cancellation. Upon termination or expiration of this Agreement, the following sections will survive: 5, 6, 7, 8, and 9. The terms of Section 5 shall survive the completion, expiration, termination or cancellation of these Master Terms or any applicable Schedule or Sales Order for a period of five (5) years. Upon termination, the Customer may still access the features of the Management Center that do not require a purchase of a Service.

    7.4. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, UPON THE TERMINATION OF ANY OF THE SERVICES (EXCEPT IN THE EVENT OF TERMINATION FOR CAUSE UNDER SECTION 7.2), CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO TRIPADVISOR UNDER THE APPLICABLE SALES ORDER OR SCHEDULE. NEITHER TRIPADVISOR NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO CUSTOMER. However, in cases which involve fraudulent activity of any type, inappropriate or malicious content, breach of this Agreement or misuse of the Services or Tripadvisor Site, no refunds will be provided.

    8. LIABILITY, WARRANTY & INDEMNITY

    Section 8 includes the disclaimers for the services, so it is clear what you can expect from us and the services, and the limits of legal liability that we may have to you under this Agreement and your use of the services. It also explains that if we suffer a loss in connection with your use of the services, you agree to cover the costs.

    8.1. THE SERVICES ARE PROVIDED “AS IS”. CUSTOMER AGREES THAT TRIPADVISOR SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE ARISING AS A RESULT OF INACCURACY OR INCOMPLETENESS OF THE SERVICES OR REPORTING. CUSTOMER FURTHER AGREES THAT TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COMMERCIAL OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICES OR REPORTING.

    8.2. EXCEPT AS OTHERWISE STATED HEREIN, TRIPADVISOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE SERVICES, THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE TRIPADVISOR SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE TRIPADVISOR SITE OR SERVICES.

    8.3. TRIPADVISOR DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS.

    8.4. IN NO EVENT SHALL TRIPADVISOR OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY RECEIVED BY TRIPADVISOR FROM CUSTOMER FOR THE SPECIFIC SERVICE AT ISSUE OR FOR ANY DAMAGES RELATED TO THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY COMMERCIAL OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICES.

    8.5. Customer agrees to defend, indemnify and hold harmless Tripadvisor and each of Tripadvisor’s agents, partners, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs (including reasonable attorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Customer Content, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Tripadvisor. Customer shall not agree to any settlement or compromise that imposes any obligation or liability on Tripadvisor without such party’s prior written consent.

    9. GENERAL PROVISIONS

    Section 9 covers general legal provisions, including but not limited to (a) that any legal claims you may have against us will be heard in the courts of Boston, Massachusetts and that Massachusetts law applies to this Agreement; (b) you may not assign your rights under this Agreement to any other party unless Tripadvisor agrees to such assignment in writing; and (c) if we provide you with a translation of the Agreement, any terms that differ due to the translation will not be binding and the correct, English version will continue to be binding.

    9.1. Customer hereby grants Tripadvisor permission to use Customer’s name and logo to publicize the fact that it is a client of Tripadvisor, including but not limited to, in press releases and in other forms of media. Customer shall not use, display or modify Tripadvisor’s trademarks in any manner without the prior written consent of Tripadvisor.

    9.2. The Agreement is governed by, and shall be construed in accordance with, the laws of the Commonwealth of Massachusetts, USA. By entering into this Agreement, Customer waives any claims that may arise under the laws of other countries or territories. Customer must institute any claim, cause of action or dispute with Tripadvisor arising out of or relating to this Agreement exclusively in the courts of Boston, Massachusetts, USA. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts for all disputes related to the subject matter hereof.

    9.3. Throughout the term of this Agreement, Tripadvisor shall operate an internal complaints procedure through the Management Center. If Customer has a complaint in connection with this Agreement, Customer should notify Tripadvisor using the Management Center. On receipt of a complaint, Tripadvisor will investigate and provide Customer with a response and decision as soon as reasonably practicable. If Customer is established in the European Union (an “EU Customer”) and believes that the dispute is not wholly resolved through Tripadvisor’s complaints procedure, then the dispute may be referred at Customer’s discretion to the Centre for Effective Dispute Resolution (“CEDR”) for mediation. Although mediation is a voluntary process, Customer and Tripadvisor both agree to engage in good faith throughout any mediation attempts, and to do so in accordance with the CEDR Model Mediation Procedure. Unless Customer and Tripadvisor agree otherwise within fourteen (14) days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation, Customer must give Tripadvisor notice in writing, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Any attempt to reach an agreement through mediation on the settlement of a dispute will not affect Customer’s or Tripadvisor’s right to initiate court proceedings at any time before, during or after the mediation process.

    9.4. No joint venture, partnership, employment, or agency relationship exists between Customer and Tripadvisor. Tripadvisor will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless Tripadvisor expressly consents to such assignment in writing, not to be unreasonably withheld. Tripadvisor may assign this Agreement without consent to: (a) an Affiliate; (b) any purchaser of all or substantially all of the assets of (i) Tripadvisor or (ii) the business group providing services pursuant to this Agreement; or (c) to any successor to (i) or (ii) by way of merger, consolidation or similar transaction.

    9.5. Except as specifically provided herein, the Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter hereof. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provision will be deemed modified to the extent necessary to make them enforceable. These Master Terms will be deemed to be controlling over all other writings or agreements of any kind between the parties, except for commercial terms that are specific to a particular Service, as provided in the applicable Schedule.

    9.6. Tripadvisor is not liable for any failure or delay in its performance under this Agreement due to a Force Majeure Event. If a Force Majeure Event interrupts, hampers or interferes with the preparation, commencement or completion of Tripadvisor’s Services hereunder, then Tripadvisor may suspend Services and the running of time hereunder for so long as the Force Majeure Event shall continue. No compensation shall accrue or become payable to Tripadvisor hereunder during the period of such suspension, provided that the schedule set forth on the applicable Sales Order shall be extended for a period of time equal to the delay.

    9.7. All notices to Tripadvisor relating to any notices, termination, legal claims or other such related matters must be made in writing to Tripadvisor by mail at Attn: General Counsel, Tripadvisor, 400 1st Avenue, Needham, MA 02494, USA.

    9.8. The English language version of this Agreement is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

    9.9. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. Notwithstanding the foregoing, Tripadvisor may amend these Master Terms, or any Schedule, at any time, by giving Customer notification of the amendments in writing, via the Management Center or via email, unless otherwise stated in the notification, or unless Customer terminates its Sales Order (as permitted by this Agreement or the notification).

    TRIPADVISOR MASTER BUSINESS SALES TERMS AND CONDITIONS (HOSPITALITY AND MEDIA SOLUTIONS)

    APPENDIX A

    This Appendix lists the defined terms used in this agreement, together with their definitions.

    DEFINITIONS

    The following capitalized terms have the meanings set forth below.

    “Access” means a level or tier of any subscription-based Services that may be purchased by Customer.

    “Advertiser” shall have the meaning ascribed to it in Section 3.5 of the Master Terms.

    “Advertising Platform” means the online platform through which Customer may use and manage its use of a Service, and Tripadvisor may provide Customer Campaign Information, as provided for in the applicable Schedule and Sales Order.

    “Affiliate” means any entity that, directly or indirectly, controls or is controlled by, or is under common control with a party.

    “Agreement” means the Master Terms, Schedules and Sales Order(s).

    “Agreement Term” means the period starting on the Effective Date and continuing until the last Sales Order is terminated in accordance with this Agreement.

    “BA CPC Link” means a URL or any other link located on Customer’s Property Listing (or elsewhere on the Tripadvisor Site, excluding any link located associated with Tripadvisor’s metasearch auction) provided as part of Business Advantage Services that is displayed through a Campaign.

    “Bid Management Platform” or “BMP” shall mean the tool that allows Customer to access the BMP Services and associated reporting.

    “BMP Services” means the bid management recommendations provided by Tripadvisor in connection with the Meta and TripConnect Services for BMP Properties as specified in the Sales Order.

    “BMP Properties” means, collectively, the Properties or group Properties in connection with which a Customer utilizes the BMP Services.

    “Budget” means the total budget indicated on a Sales Order, which is the maximum payable by Customer to Tripadvisor for Clicks. Notwithstanding the foregoing, the maximum may be exceeded if Customer changes the Budget in accordance with this Agreement.

    “Business Advantage CPC Services” means those Business Advantage Services which are paid for on a cost per-Click basis, as indicated on a Sales Order, which may include (without limitation), BA CPC Links.

    “Business Advantage Services” or “BA Services” means the Business Advantage CPC Services and the Business Advantage Subscription Services.

    “Business Advantage Subscription Services” means those Business Advantage Services which are paid for on a subscription basis, as indicated on a Sales Order, which may include (without limitation), telephone support, marketing and analytics tools, together with facilitating the publication of the applicable Customer Content.

    “Campaign” means the provision of Customer Content pursuant to a Sales Order for the applicable Services on the Tripadvisor Site.

    “Campaign Information” means any information, analytics, content, forecasts, reporting data and information, and intelligence that is made available through Customer’s use of the Services.

    “Click” means each act of a Tripadvisor Site user clicking on a Display Advertising and Media Services or Metasearch Services advertisement, a BA CPC Link, or an SP CPC Link.

    “Confidential Information” means any confidential or proprietary information of the other party provided or received hereunder, including but not limited to, data, information and know-how transmitted to such party whether the disclosing party has identified or marked as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. Confidential Information does not include information, however designated, that: (i) is or subsequently becomes publicly available without a party’s breach of any obligation owed to the other party; (ii) became known to prior to the disclosing party’s disclosure of such information to the other party pursuant to the terms of this Agreement; (iii) became known to a party from a source other than the disclosing party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by the other party.

    “CPC” means cost-per-click.

    “CPM” means cost-per-thousand page views.

    “Customer“ or “You“ means the contracting entity accessing the Tripadvisor Services (together with any affiliates or subsidiaries, if applicable) as listed in the Sales Order.

    “Customer Content“ means any and all information and content provided by Customer or on Customer’s behalf to Tripadvisor, including but not limited to all text, information, links, data, images, audio, video or other multimedia materials in whatever medium or form, and any websites, mobile applications, or other online, media, or virtual platforms linked to or from such content.

    “Data Collecting Technology” means the cookies, pixels, or similar types of tracking technology dropped by Customer on users’ devices or browsers, such as use pixels, trackers, web beacons or other data collecting technology requested by Customer, as applicable.

    “Data Protection Legislation” means all legislation and regulatory requirements in force from time to time relating to the collection, storage, or use of Personal Data and the privacy of electronic communications, including, without limitation (i) any applicable data protection legislation from time to time in force including the Data Protection Act 2018 or any successor legislation, (ii) the General Data Protection Regulation ((EU) 2016/679) as supplemented by the EU Member State Law and as incorporated into the EEA Agreement, and any other directly applicable European Union regulation relating to data protection and privacy, (iii) the California Consumer Privacy Act 2018, and (iv) generally-accepted industry and self-regulatory standards, as applicable, taking into account the type of data, practices, and industries relevant to this Agreement (such as the Network Advertising Initiative and Digital Advertising Alliance Self-Regulatory Principles).

    “Deliverables” means any creative, content or other materials to be provided by Tripadvisor to Customer in accordance with an applicable Schedule or Sales Order.

    “Display Advertising and Media Services” means the services provided by Tripadvisor that result from Customer requests for display advertising on the Tripadvisor Site, including where applicable custom content production, which are the subject of a Sales Order.

    “Effective Date” means the date the Master Terms were accepted by Customer (unless otherwise agreed between the parties).

    “End User“ means the user who accesses and uses the Customer’s website and applications.

    “Force Majeure Event” means causes beyond the parties’ reasonable control, including without limitation fire, earthquake, labor dispute or strike, act of God or public enemy, or act of terrorism.

    “Hospitality and Media Products” means the services offered by Tripadvisor to business-to-business customers, including the Business Advantage Services, Spotlight Services, Display Advertising and Media Services, Meta and TripConnect Services, Premium Shopping Services, Reputation Pro Services, and Sponsored Placement Services.

    “Impression” means each instance in which Customer Content or advertisement, as applicable, is served and displayed, whether or not it is seen or clicked on.

    “Management Center” means Tripadvisor’s online portal for businesses to manage their presence on the Tripadvisor Site.

    “Master Terms” means these Tripadvisor Master Business Sales Terms and Conditions (Hospitality and Media Solutions).

    “Meta and TripConnect Services” means the services provided by Tripadvisor that result from Requests for metasearch advertising on Tripadvisor Sites. For the avoidance of doubt, the Meta and TripConnect Services shall include, but is not limited to, the BMP Services and TripConnect Services.

    “Personal Data” means, subject to applicable data privacy standards, any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

    “Pixel Data” shall mean the data collected from the Tripadvisor pixel on Customer’s websites, which pertains to transactions completed on Customer’s website related to online traffic coming from the Tripadvisor Site. For the avoidance of doubt, the Customer agrees that the data collected shall not include Personal Data (as defined above).

    “Policies” means, collectively, (i) Tripadvisor’s then existing criteria or specifications (including content limitations, technical specifications, terms of use, privacy and cookies statement, user experience policies, policies regarding consistency with Tripadvisor’s public image, Tripadvisor’s brand guidelines, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Tripadvisor Site on which the ads are to appear), other editorial or advertising policies, and material due dates), (ii) the code of conduct, (iii) the Brand Safety Policy, and (iv) any other applicable Tripadvisor policy.

    “Premium Shopping Services” means the services provided by Tripadvisor that are the subject of a Shopping Premium Listing Subscription, which may include Shopping Premium Listing detail page(s), translation support, premium or prioritized displays on the Tripadvisor Site, and content update support.

    “Property” means the hotel, or any other type of accommodation business, which Customer is authorised to advertise, promote and access or purchase Services on its behalf.

    “Property Level Minimum” or “PLM” means the minimum set CPC value for Clicks on a Property.

    “Property Listing” means a listing page on the Tripadvisor Site for a Property.

    “Reputation Pro Services” means those services provided or furnished by Tripadvisor, which may include (without limitation), guest review collection, facilitating the publication of the applicable Customer Content, marketing and customer relationship management tools, and access insights such as analytics and reporting on Customer Content, either alone or in combination with information, analytics, content and intelligence provided by Tripadvisor, Third Party Providers, or other authorized third parties.

    “Requests“ means the traffic purchasing requests made by Customer for placements and advertising on the Tripadvisor Site.

    “Sales Order” means the record generated by Tripadvisor and sent to Customer (including without limitation via the Management Center) setting out the terms of the applicable Service(s), which shall be completed, accepted, signed (to the extent applicable) and submitted by Customer to Tripadvisor, as applicable to the Service.

    “Sales Order End Date“ means the end date of a Campaign, as set forth in a Sales Order.

    “Sales Order Start Date” means the date on which the applicable Services may begin, which shall be the later of (i) the date listed on the applicable Sales Order or (ii) the date of Customer’s signature on the applicable Sales Order.

    “Sales Order Term” means the period starting from the Schedule Effective Date until the end date stated in the Schedule or the applicable Sales Order.

    “Schedule” means the commercial agreement governing the Customer’s access to a Service.

    “Schedule Effective Date” means the date the applicable Schedule was accepted or executed by Customer.

    “Services” means the collection of products and services that may be purchased or accessed by Customer. For the avoidance of doubt, the Services shall collectively include the Business Advantage Services, Spotlight Services, Display Advertising and Media Services, Meta and TripConnect Services, Premium Shopping Services, Reputation Pro Services and SP Services.

    “SP CPC Link” means a URL or any other link located on Customer’s Property Listing (or elsewhere on Tripadvisor Sites, excluding any link located associated with Tripadvisor’s metasearch auction) provided as part of Business Advantage Services that is displayed through Customer’s Campaign.

    “SP Services” means the services provided by Tripadvisor, including without limitation SP Targeting, that result from Customer requests for Sponsored Placements on the Tripadvisor Site which are paid for on a CPC basis, as indicated on a Sales Order.

    “SP Targeting“ means a tool that Customer can select which provides Customer with additional, more detailed reports with regards to users who may see Customer’s advertisement(s) on TripAdvisor. This SP Targeting may be a combination of one or more targeting options available to Customer, at TripAdvisor’s sole discretion.

    “Sponsored Placement” or “SP” means an advertisement, which may include SP CPC Links, for a Property based on Customer Content that is displayed on the Tripadvisor Site and designed to link directly to the corresponding Property Listing.

    “Spotlight Services” means those services provided or furnished by Tripadvisor which permits Customer to access insights such as analytics, recommendations and reporting on Customer Content, either alone or in combination with data, content or metrics provided by Tripadvisor, other customers, Third Party Providers, or other authorized third parties.

    “TA Materials” means the Campaign Information, Deliverables, Tripadvisor’s trade names, trademarks, service marks, logos or other similar indicia of identity or source, any other information and other content provided or made available by Tripadvisor (including via the Management Center) and any derivative works of any of the foregoing.

    “Third Party Provider” means a party that is not Customer or Tripadvisor, or either of its Affiliates, that provides software, products, services, or a platform which may be used in connection with the Services.

    “Tripadvisor” is the umbrella term used in this Agreement to refer to the Tripadvisor Company that You have contracted with under the Sales Order(s), which is either (i) TripAdvisor LLC, a Delaware limited liability company; (ii) TripAdvisor Ltd.; or (iii) TripAdvisor Singapore Pvt Ltd. If You are not clear about which Tripadvisor Company You have contracted with, please read this carefully, or contact Tripadvisor to check if You are still unsure.

    TripAdvisor LTD will be the Tripadvisor Company with which You are contracting if Your primary place of business is located in Europe, the Middle East or Africa.

    TripAdvisor Singapore PVT LTD will be the Tripadvisor Company with which You are contracting if Your primary place of business is located in Asia or the Pacific Region.

    TripAdvisor LLC will be the Tripadvisor Company with which You are contracting if Your primary place of business is not located in any region listed above.

    “Tripadvisor Site“ means www.tripadvisor.com, along with any and all other websites, media, and applications operated by Tripadvisor (including all corresponding top-level domains and subdomains) including but not limited to the websites listed here: https://tripadvisor.mediaroom.com/us-about-us; localization instances of such Tripadvisor websites and applications; email and other marketing materials sent by Tripadvisor or any of the Tripadvisor brands; Tripadvisor partner sites; or Tripadvisor-branded advertisements on third-party partner websites, media, and applications.

    “Tripadvisor User” means the user who accesses and uses the Tripadvisor Site and applications.

    “TripConnect Services” means the services provided by Tripadvisor that result from Requests submitted via the Advertising Platform for metasearch advertising on the Tripadvisor Site linking directly to the Customer’s website.

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  • Business Advantage Services Schedule
    This Business Advantage Services Schedule (“Business Advantage Schedule”) supplements and is subject to the Master Business Sales Terms and Conditions (Hospitality and Media Solutions), which may be accessed at Tripadvisor Terms & Conditions (collectively with this Schedule and any applicable Sales Orders, referred to as the “Agreement”). In the event of any conflict between this Business Advantage Schedule and the Master Terms, this Business Advantage Schedule shall control.

    1. DESCRIPTION OF SERVICE

    1.1. This Business Advantage Schedule shall apply to the extent that Customer has executed or accepted a Business Advantage Services Sales Order from Tripadvisor and shall cover any and all Business Advantage Services provided by Tripadvisor to Customer.

    1.2. Tripadvisor will provide the Business Advantage Services for the duration of the Sales Order Term, until terminated as stated in the Master Terms. So long as any Sales Order remains in effect, this Business Advantage Schedule shall also remain in effect.

    1.3. Tripadvisor may amend this Business Advantage Schedule at any time, by giving Customer notification of the amendments in writing via email or the Management Center.

    2. SCHEDULE RULES

    2.1. In accordance with this Business Advantage Schedule, Tripadvisor shall provide Customer with the Business Advantage Services.

    2.2. The Business Advantage Subscription Services may include, without limitation: (i) special offer; (ii) contact links (e.g. phone, email); (iii) website links; (iv) announcements; (v) analytics suite; (vi) favorite review; and (vii) media suite.

    2.3. The Business Advantage CPC Services may include, without limitation: (i) CPC website links (Customer may choose from the number of website links indicated on the Sales Order); (ii) CPC special offer; and (iii) analytics suite.

    3. PAYMENT TERMS AND CALCULATIONS

    3.1. Where Customer purchases Business Advantage Services, Customer acknowledges and agrees that payments shall be made to Tripadvisor in the amount and by the method selected by Customer as indicated in the Sales Order. Customer shall be charged for the Business Advantage Services commencing on the Sales Order Start Date continuing until the Business Advantage Services are terminated in accordance with the Agreement.

    3.2. Payment Method. Customer acknowledges and agrees that for any Business Advantages Services purchased by Customer which are subject to payments in arrears (as provided for in the applicable Sales Order) such payments will be paid to Tripadvisor in accordance with the terms of the Sales Order and the following provisions: (i) Customer shall be charged for the applicable Business Advantage Services on a monthly basis; and (ii) all charges shall be calculated in accordance with the Sales Order and Section 3.4 (Calculations) below.

    3.3. Business Advantage Subscription Services will be renewed automatically at the end of a Sales Order Term for a subsequent Sales Order Term at the then-current standard rates. The applicable fees will be charged to the payment method on file unless Tripadvisor is notified of a cancellation in writing. Although Tripadvisor may choose to send a reminder email prior to charging a Customer for a renewal fee, Tripadvisor is not responsible for notifying a Customer of this automated renewal.

    3.4. Calculations.

     3.4.1. Business Advantage Subscription Services. Rates for Business Advantage Subscription Services are calculated based on multiple factors including, but not limited to, the number of rooms in the applicable Property and the location of such Property. If at any time, Tripadvisor becomes aware of the fact that the applicable Property has more rooms than were indicated as of the Sales Order Effective Date, Customer will be notified by Tripadvisor of the accurate rates on the correct number of rooms and the balance owed by Customer, and such misrepresentation shall be considered a material breach of the Agreement. If Customer does not pay this balance within 7 days of notification, the Business Advantage Subscription Services may be cancelled without a refund.

     3.4.2. Business Advantage CPC Services. Where Customer purchases Business Advantage CPC Services, the CPC rate for the Property and applicable Budget shall be listed on the applicable Sales Order, and shall remain in effect for the duration of the Sales Order Term.

    3.5. Customer may set a Budget on a Sales Order or from the options provided by Tripadvisor within the Management Center (as applicable). Customer shall be liable to pay for all Clicks made until the Budget is reached. The revisions to the Budget shall take effect promptly after Tripadvisor’s receipt of such notice, but the billing cycle relating to the Budget (as revised) shall remain the same.

    4. ADDITIONAL TERMS

    4.1. Cancellation by Customer of Business Advantage Subscription Services. If Customer requests the cancellation of Business Advantage Subscription Services at any time during the first thirty (30) days of the first Sales Order Term (or of any subsequent Sales Order Term, if the Business Advantage Subscription Services are renewed), the cancellation will take effect immediately and Customer will be entitled to a prorated refund for that Sales Order Term, in respect of the unused portion of the Business Advantage Subscription Services, unless Customer pays in monthly installments, in which case Customer shall not be entitled to a prorated refund in respect of the monthly billing period during which cancellation is requested. The foregoing cancellation right shall not apply and is not available if Customer has received a free trial of Business Advantage Subscription Services, of any duration, during the 12 months preceding the then-current Sales Order Start Date.

    4.2. Temporary Hold of Business Advantage CPC Services. This Section 4.2 shall apply solely to Business Advantage CPC Services. Customer may temporarily suspend the Business Advantage CPC Services for any reason at any time by providing Tripadvisor with written notice or by the feature available in the Management Center (as applicable), and such temporary suspension shall take effect promptly after Tripadvisor’s receipt of such written notice. Notwithstanding any rights to suspend, Customer shall be liable to pay for all Clicks up to and including the date of effective suspension (as applicable). Customer may only temporarily suspend the Business Advantage CPC Services one (1) time per calendar year, and such hold may only last a maximum of ninety (90) days. If Customer does not end the temporary suspension by the end of such ninety (90) day period, Tripadvisor may, in its sole discretion, require Customer to complete and submit a new Sales Order to Tripadvisor in order to reactivate Customer’s Business Advantage CPC Services, unless otherwise agreed upon in writing by both parties. Upon the reactivation of Customer’s Campaign after a period of suspension, the billing schedule of the Business Advantage CPC Services shall remain the same as prior to the period of suspension.

    4.3. Language. The English language version of this Schedule is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

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  • Display Advertising & Media Services Schedule
    This Display Advertising and Media Services Schedule (“Marketing and Media Schedule”) supplements and is subject to the terms of the Master Business Sales Terms and Conditions (Hospitality and Media Solutions) (“Master Terms”) which may be accessed at Tripadvisor Terms & Conditions (collectively with this Schedule and any applicable Sales Order, referred to as the “Agreement”). All terms not defined herein shall have the meanings given in the Master Terms. In the event of any conflict between the terms of this Marketing and Media Schedule and the Master Terms, the Marketing and Media Schedule shall control.
    1. DESCRIPTION OF SERVICE

    1.1. This Marketing and Media Schedule shall apply to the extent that Customer has executed or accepted a Display Advertising and Media Services Sales Order from Tripadvisor and shall cover any and all Display Advertising and Media Services provided by Tripadvisor to Customer.

    1.2. Tripadvisor will provide the Display Advertising and Media Services for the duration of the Term, until terminated as stated in the Master Terms. So long as any Sales Order remains in effect, this Marketing and Media Schedule shall also remain in effect.

    1.3. Tripadvisor may amend this Marketing and Media Schedule at any time, by giving Customer notification of the amendments in writing via email or the Management Center.

    2. SCHEDULE RULES

    2.1. Each Display Advertising and Media Services Sales Order shall include an expiration date (after which any Tripadvisor signature or authorization contained thereon shall no longer be valid and the Sales Order shall be void), the type of placement (such as display, sponsorship or email) as well as the format (such as dynamic, audio or video) of the creative used for such placements.

    2.2. Tripadvisor takes brand safety seriously and shall at all times comply with its own Policies.

    2.3. Where a Customer wishes to use the Data Collecting Technology, it shall make a written request of Tripadvisor in advance of starting a Campaign and provide all information requested by Tripadvisor regarding such Data Collecting Technology for these purposes. If Tripadvisor approves the Customer’s request to use Data Collecting Technology, Tripadvisor will provide written authorisation within the Sales Order and Customer agrees to use such Data Collecting Technology and all data collected from it solely in a mutually agreed-upon manner in writing and in accordance with this Agreement.

    2.4. Customer agrees and warrants that any Data Collecting Technology utilized on the Tripadvisor Site shall not exceed five (5) pixels per advertisement and shall expire within 12 months of the date it is first implemented. Customer further represents and warrants that it shall only drop Data Collecting Technology on the device of any user to whom such advertisement is served, provided that:

     2.4.1. Customer complies with all applicable laws and regulations and all user preferences of which it is aware or should be aware, and shall not cause Tripadvisor to be in breach of any applicable laws, regulations and preferences (including, but not limited to, any collection of Personal Data by Customer which has not been expressly authorized by Tripadvisor in advance to the extent it would cause Tripadvisor to be in breach of any applicable Data Protection Legislation);

     2.4.2. The Data Collecting Technology is utilized only for the purposes of displaying advertising or analysing Impressions, Campaign performances and click-through rates, and not for any other purposes (including targeting or retargeting users off Tripadvisor or creating lookalike models); and

     2.4.3. Customer will not disclose the data collected through any such Data Collecting Technology to any third parties, or combine it with any information collected from other sources (including for the purpose of building user profiles).

    2.5. Subject to an applicable Display Advertising and Media Services Sales Order, Tripadvisor may provide custom creative and content for the applicable placements indicated on the Display Advertising and Media Services Sales Order (“Deliverables”) using: (i) the Customer Content; (ii) Tripadvisor Materials and information related to Customer; or (iii) other materials mutually agreed upon by the parties. Additional details about such Deliverables, including without limitation, project management, the number of units, sizing, formatting, functionality, rendering or other information, shall be set out in a statement of work (“SOW”) between the parties. Except to the extent the Deliverables contain Customer Content, Tripadvisor shall own and retain all right, title and interest in and to the Deliverables, regardless of form, including any intellectual property rights therein. All rights in the Deliverables not expressly granted to Customer hereunder are reserved by Tripadvisor.

    2.6. Each party may use the Deliverables for its internal business purposes, provided such use is, at all times, in compliance with this Agreement. Except as expressly set forth in the applicable Sales Order or SOW, the Deliverables may not be used, distributed, reproduced, exhibited or otherwise exploited by Customer at any time. In the event that Customer is permitted to use any Deliverable pursuant to an applicable Sales Order or SOW, Customer shall immediately remove and cease all use of such Deliverables upon: (i) expiration of such permission; (ii) termination of the SOW or the Agreement; or (iii) any other reasonable notice provided by Tripadvisor. Notwithstanding anything to the contrary herein, Tripadvisor, and any third party used in the creation of the Deliverables, may use the Deliverables and any related materials, in presentations, marketing materials, press notices, and customer lists, including without limitation on the Tripadvisor Media Group sites.

    2.7. This Section shall apply only to Customers whose advertisements contain alcohol products: Additional Obligations and Restrictions for Content Containing Alcohol Products

     2.7.1. Each party represents and warrants that all activities conducted in connection with this Agreement shall be directed at an audience of predominantly legal drinking age and comply with all applicable codes, ordinances, rules, regulations, administrative agency directives, interpretations and advisements, and industry codes and guidelines pertaining to the marketing and advertising of alcohol beverages, including, without limitation, those of the Alcohol and Tobacco Tax and Trade Bureau and the Food and Drug Administration.

     2.7.2. In the event any governmental unit or authority with jurisdiction over the alcohol beverage industry passes any law, rule, regulation, renders an advisory opinion or judicial decision or any other legal impediment arises which reasonably may be interpreted as barring an alcohol beverage manufacturer from engaging in any of the activities described herein, the parties shall either: (a) promptly engage in good faith discussions to amend the Agreement so that the Agreement complies with such governmental and industry regulation; or (b) either party may terminate the applicable Sales Order immediately upon notice to the other party.

     2.7.3. The parties shall use commercially reasonable efforts to coordinate and determine actual compliance with the requirements set forth in this Section 2.7, and shall upon reasonable request, as permitted by state or federal regulation, provide the other party with copies of reports relating to such compliance.

     2.7.4. For the avoidance of doubt, no funds paid under or pursuant to this Agreement, or any applicable Sales Order, are contingent upon any direct or indirect purchase of Customer’s alcohol beverage products.

    2.8. This Section shall apply only to Customers whose advertisements contain tobacco products: Additional Obligations and Restrictions for Content Containing Tobacco Products

     2.8.1. Each party represents and warrants that all activities conducted in connection with this Agreement shall be directed at an audience of predominantly legal age to purchase cigarettes and other tobacco products and comply with all applicable codes, ordinances, rules, regulations, administrative agency directives, interpretations and advisements, and industry codes and guidelines pertaining to the marketing and advertising of tobacco products, including, without limitation, those of the Alcohol and Tobacco Tax and Trade Bureau and the Food and Drug Administration.

     2.8.2. In the event any governmental unit or authority with jurisdiction over the tobacco industry passes any law, rule, regulation, renders an advisory opinion or judicial decision or any other legal impediment arises which reasonably may be interpreted as barring a tobacco manufacturer from engaging in any of the activities described herein, the parties shall either: (a) promptly engage in good faith discussions to amend the Agreement so that the Agreement complies with such governmental and industry regulation; or (b) either party may terminate the applicable Sales Order immediately upon notice to the other party.

     2.8.3. The parties shall use commercially reasonable efforts to coordinate and determine actual compliance with the requirements set forth in this Section 2.8, and shall upon reasonable request, as permitted by state or federal regulation, provide the other party with copies of reports relating to such compliance.

     2.8.4. For the avoidance of doubt, no funds paid under or pursuant to this SOW, or any applicable IO, are contingent upon any direct or indirect purchase of Customer’s tobacco products.

    3. ADDITIONAL TERMS

    3.1. Subject to the terms of any applicable SOW and upon mutual written consent and approval (which may occur via email), the parties may make a limited number of reasonable changes to the non-financial details of a Campaign previously set forth in an executed Sales Order (e.g., changes to the placement description, creative unit, start/end dates and number of ad requests).

    3.2. Termination. Except as otherwise stated on the applicable Sales Order, either party may terminate any Display Advertising and Media Services at any time with at least twenty (20) days’ prior written notice to the other Party. Notwithstanding any rights to terminate, Customer shall be liable to pay for all Display Advertising and Media Services up to and including the effective date of the termination.

    3.3. Language. The English language version of this Agreement is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

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  • Meta & Trip Connect Services Schedule
    This Meta and TripConnect Services Schedule (“Meta Schedule”) supplements and is subject to the terms of the Master Business Sales Terms and Conditions (Hospitality and Media Solutions) (“Master Terms”) which may be accessed at Tripadvisor Terms & Conditions (collectively with this Schedule and any applicable Sales Orders, referred to as the “Agreement”). All terms not defined herein shall have the meanings given in the Master Terms. In the event of any conflict between the terms of this Meta Schedule and the Master Terms, the Meta Schedule shall control.

    1. DESCRIPTION OF SERVICE

    1.1. This Meta Schedule shall apply to the extent that Customer has executed or accepted a Meta and TripConnect Services Sales Order from Tripadvisor and shall cover any and all Meta Services provided by Tripadvisor to Customer.

    1.2. Tripadvisor will provide the Meta Services for the duration of the Sales Order Term, until terminated as stated in the Master Terms. So long as any Sales Order remains in effect, this Meta Schedule shall also remain in effect.

    1.3. Tripadvisor may amend this Meta Schedule at any time, by giving Customer notification of the amendments in writing via email or the Management Center.

    2. SCHEDULE RULES

    2.1. In accordance with this Meta Schedule, Tripadvisor shall provide Customer advertising services related to the Meta or TripConnect Services on the Tripadvisor Site.

    2.2. Display in Tripadvisor’s Hotel Price Comparison Search. Customer’s display in Tripadvisor’s hotel price comparison search is based on a multi-factor, bid-based auction model for CPC advertising where Tripadvisor operates as a facilitator for each auction. Tripadvisor makes no guarantee that Customer’s advertising will display at any specific position, or that other customers will not outbid Customer.

    2.3. Cost per Click Limitations. The Advertising Platform has minimum CPC bid and PLM requirements. Tripadvisor sets the PLM as determined by a complex formula based on a variety of factors, employing an auction-based model.

    2.4. For Customers participating in Sales Orders with revenue sharing, Customers are expected to provide monthly reconciliation data within five (5) business days following calendar month-end; failure to provide timely reconciliation data will result in Tripadvisor invoicing Customer and Customer being required to pay Tripadvisor based on Property Level Minimum values for all revenue share Clicks.

    2.5. This Section shall apply only to Customers of the BMP Services. Tripadvisor will use Pixel Data as part of the BMP Services in order to optimize Customer’s Campaigns in accordance with this Section 2.5. Customer hereby grants Tripadvisor permission to place Customer’s advertisements in Tripadvisor’s owned or operated meta search auctions based on BMP recommendations. Additionally, Customer hereby grants Tripadvisor permission to modify the placement of Customer’s advertisements in accordance with the applicable Sales Order. Customer acknowledges and agrees that (i) the effectiveness of the BMP Services is reliant on the quality and quantity of data provided by the Customer; (ii) the use of the BMP Services does not guarantee any return on investment, conversion rate, or other metric; and (iii) Tripadvisor, via the BMP Services, may modify Customer’s bids in accordance with the applicable Sales Order and the standard processes of the BMP Services.

    2.6. This Section shall apply only to Customers of the TripConnect Services. All Requests must be submitted through the Advertising Platform, and made pursuant to an active Campaign.

    3. PAYMENT TERMS AND CALCULATIONS

    3.1. Customer shall be invoiced by Tripadvisor on a monthly basis upon completion of the calendar month in which the Customer Content was displayed. All billing calculations are based solely on the Clicks, as determined by Tripadvisor, not Customer or third party calculations, unless otherwise agreed to in writing in the Sales Order.

    3.2. This Section shall only apply to Customers of the TripConnect Services. Customer shall have the option to set Budgets for specified periods via the Advertising Platform and Tripadvisor will endeavor to cease the display of Customer Content as soon as commercially reasonable after the applicable Budget is met or the specified period concludes, whichever is sooner. Provided that Customer is not in breach of its obligations under this Agreement, Tripadvisor shall continue to display Customer Content, up to the set Budget, until (a) the Budget has depleted or (b) the specified period has concluded, or (c) the Customer pauses the Campaign. Although Tripadvisor will use commercially reasonable efforts to cease the display of Customer Content once the applicable Budget is met or specified period concludes, this change will not occur immediately and Customer may be charged beyond the applicable Budget or specified period for Clicks that are delivered during such time period.

    4. ADDITIONAL TERMS

    4.1. Termination. Except as otherwise stated on the applicable Sales Order, either party may cancel any specific Sales Order at any time with at least twenty (20) days’ prior written notice to the other party. Notwithstanding any rights to terminate, Customer shall be liable to pay for all Meta and TripConnect Services up to and including the effective date of the termination.

    4.2. Language. The English language version of this Agreement is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

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  • Premium Shopping Services Schedule
    This Premium Shopping Services Schedule (“Shopping Schedule”) supplements and is subject to the terms of the Master Business Sales Terms and Conditions (Hospitality and Media Solutions) (“Master Terms”) which may be accessed at Tripadvisor Terms & Conditions (collectively with this Schedule and any applicable Sales Orders, referred to as the “Agreement”). All terms not defined herein shall have the meanings given in the Master Terms. In the event of any conflict between the terms of this Shopping Schedule and the Master Terms, the Shopping Schedule shall control.

    1. DESCRIPTION OF SERVICE

    1.1. This Shopping Schedule shall apply to the extent that Customer has executed or accepted a Premium Shopping Services Sales Order from Tripadvisor and shall cover any and all Premium Shopping Services provided by Tripadvisor to Customer.

    1.2. Tripadvisor will provide the Premium Shopping Services for the duration of the Sales Order Term, until terminated as stated in the Master Terms. So long as any Sales Order remains in effect, this Shopping Schedule shall also remain in effect.

    1.3. Tripadvisor may amend this Shopping Schedule at any time, by giving Customer notification of the amendments in writing via email or the Management Center.

    2. SCHEDULE RULES

    2.1. Tripadvisor Premium Shopping Services may only be purchased for the Tripadvisor Sites that offer it.

    3. PAYMENT TERMS AND CALCULATIONS

    3.1. Where Customer purchases Premium Shopping Services, Customer acknowledges and agrees that payments shall be made to Tripadvisor in the amount and by the method selected by Customer as indicated in the Sales Order. Customer shall be charged for the Premium Shopping Services in advance and commencing on the Sales Order Start Date continuing until the Premium Shopping Services are terminated in accordance with the Agreement.

    4. ADDITIONAL TERMS

    4.1. Termination. Except as otherwise stated on the applicable Sales Order, either party may terminate any Premium Shopping Services at any time with at least twenty (20) days’ prior written notice to the other party. Notwithstanding any rights to terminate, Customer shall be liable to pay for all Premium Shopping Services up to and including the effective date of the termination.

    4.2. Language. The English language version of this Schedule is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

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  • Reputation Pro Services Schedule
    This Reputation Pro Services Schedule (“Reputation Pro Schedule”) supplements and is subject to the terms of the Master Business Sales Terms and Conditions (Hospitality and Media Solutions) (“Master Terms”) which may be accessed at Tripadvisor Terms & Conditions (collectively with this Schedule and any applicable Sales Orders, referred to as the “Agreement”). All terms not defined herein shall have the meanings given in the Master Terms. In the event of any conflict between the terms of this Reputation Pro Schedule and the Master Terms, the Reputation Pro Schedule shall control.

    1. DESCRIPTION OF SERVICE

    1.1. This Reputation Pro Schedule shall apply to the extent that Customer has executed or accepted a Reputation Pro Services Sales Order from Tripadvisor and shall cover any and all Reputation Pro Services provided by Tripadvisor to Customer.

    1.2. Tripadvisor will provide the Reputation Pro Services for the duration of the Sales Order Term, until terminated as stated in the Master Terms. So long as any Sales Order remains in effect, this Reputation Pro Schedule shall also remain in effect.

    1.3. Tripadvisor may amend this Reputation Pro Schedule at any time, by giving Customer notification of the amendments in writing via email or the Management Center.

    2. SCHEDULE RULES

    2.1. In accordance with this Reputation Pro Schedule, Tripadvisor shall provide Customer with the Reputation Pro Services.

    2.2. Customer shall not be selective about which End Users to contact to solicit reviews and shall not incentivize the review collection in any way. In addition, Customer shall comply with Tripadvisor’s content policies at URL https://tripadvisor.mediaroom.com/uk-content-integrity-policy (as such policies may be updated from time to time by Tripadvisor).

    2.3. If applicable, Customer shall prominently display a privacy statement on each guest booking page, and on each page on which Customer collects Personal Data from End Users, including without limitation email addresses or phone numbers. In each case, such privacy statement must comply with all applicable Data Protection Legislation and, without limitation, should explain: (a) that Customer is using third-party service providers, including Third Party Providers and Tripadvisor’s services, to process End Users’ Personal Data; (b) what information Customer collects; (c) why Customer collects it; (d) how Customer uses the Personal Data; (e) how End Users can access and update information; and (f) any other information necessary to meet or exceed any applicable Data Protection Legislation.

    Customer must also certify that the End Users associated with the Personal Data that Customer is submitting or processing (or has submitted or processed) in conjunction with the Reputation Pro Services have: (a) visited the applicable Property; (b) consented to have their Personal Data sent to Tripadvisor to receive review solicitation communications about the applicable Property in accordance with all applicable Data Protection Legislation; (c) have no personal or business relationship with the applicable Property; and (d) have not been offered any incentives or payment for writing a review. Customer understands that (i) Tripadvisor has a zero-tolerance policy for fake reviews in accordance with the Policies; (ii) Customer must store accurate and sufficient records of consent captured from End Users to receive Tripadvisor review solicitation communications about the applicable Property; (iii) Customer may be asked to evidence how it obtained consent from the End Users to pass on their Personal Data to Tripadvisor; and (iv) Tripadvisor shall refer any queries it receives to Customer in the event an End User complains about receiving a Tripadvisor review solicitation communication.

    2.4. Reviews generated via the Reputation Pro Services will be subject to Tripadvisor’s standard terms and conditions, and Customer shall not have any rights in such reviews. When published, such reviews will be (a) displayed on the Tripadvisor Site; and (b) attributed on the Tripadvisor Site with the phrase “review collected in partnership with Customer” or similar.

    2.5. Tripadvisor may permit Customer via the Reputation Pro Services to submit certain Customer Content for publication on the Tripadvisor Site or those of Third Party Providers. Customer acknowledges and agrees that Third Party Providers that receive the Customer Content may reject, remove and/or cancel any or all Customer Content which does not meet the Third Party Provider’s specifications, terms and/or policies, at the Third Party Provider’s sole discretion.

    3. PAYMENT TERMS AND CALCULATIONS

    3.1. Where Customer purchases Reputation Pro Services, Customer acknowledges and agrees that payments shall be made to Tripadvisor in the amount and by the method selected by Customer as indicated in the Sales Order. Customer shall be charged for the Reputation Pro Services commencing on the Sales Order Start Date and continuing until the Reputation Pro Services are terminated in accordance with the Agreement.

    3.2. Payment Method. Customer acknowledges and agrees that for any Reputation Pro Services purchased by Customer which are subject to payments in arrears (as provided for in the applicable Sales Order) such payments will be paid to Tripadvisor in accordance with the terms of the Sales Order and the following provisions: (i) Customer shall be charged for the applicable Reputation Pro Services on a monthly basis; and (ii) all charges shall be calculated in accordance with the Sales Order and Section 3.4 (Calculations) below.

    3.3. Reputation Pro Services will be renewed automatically at the end of a Sales Order Term for a subsequent Sales Order Term at the then-current standard rates. The applicable fees will be charged to the payment method on file unless Tripadvisor is notified of a cancellation in writing. Although Tripadvisor may choose to send a reminder email prior to charging a Customer for a renewal fee, Tripadvisor is not responsible for notifying a Customer of this automated renewal.

    3.4. Calculations. Rates for Reputation Pro Services are calculated based on multiple factors including, but not limited to, the number of rooms in the applicable Property and the location of such Property. If at any time, Tripadvisor becomes aware of the fact that the applicable Property has more rooms than were indicated as of the Sales Order Effective Date, Customer will be notified by Tripadvisor of the accurate rates on the correct number of rooms and the balance owed by Customer, and such misrepresentation shall be considered a material breach of the Agreement. If Customer does not pay this balance within 7 days of notification, the Reputation Pro Services may be cancelled without a refund.

    4. ADDITIONAL TERMS

    4.1. Cancellation by Customer of Reputation Pro Services. If Customer requests the cancellation of Reputation Pro Services at any time during the first thirty (30) days of the first Sales Order Term (or of any subsequent Sales Order Term, if the Reputation Pro Services are renewed), the cancellation will take effect immediately and Customer will be entitled to a prorated refund for that Sales Order Term, in respect of the unused portion of the Reputation Pro Services, unless Customer pays in monthly installments, in which case Customer shall not be entitled to a prorated refund in respect of the monthly billing period during which cancellation is requested. The foregoing cancellation right shall not apply and is not available if Customer has received a free trial of Reputation Pro Services, of any duration, during the 12 months preceding the then-current Sales Order Start Date.

    4.2. Language. The English language version of this Schedule is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

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  • Sponsored Placements Services Schedule
    This Sponsored Placement Services Schedule (“Sponsored Placement Schedule”) supplements and is subject to the Master Business Sales Terms and Conditions (Hospitality and Media Solutions) (“Master Terms”), which may be accessed at Tripadvisor Terms & Conditions (collectively with this Schedule and any applicable Sales Orders, referred to as the “Agreement”). In the event of any conflict between this Sponsored Placement Schedule and the Master Terms, the Sponsored Placement Schedule shall control.

    1. DESCRIPTION OF SERVICE

    1.1. This Sponsored Placement Schedule shall apply to the extent that Customer has executed or accepted a Sponsored Placement Services Sales Order from Tripadvisor and shall cover any and all Sponsored Placement Services provided by Tripadvisor to Customer.

    1.2. Tripadvisor will provide the Sponsored Placement Services for the duration of the Sales Order Term, until terminated as stated in the Master Terms. So long as any Sales Order remains in effect, this Sponsored Placements Schedule shall also remain in effect.

    1.3. Tripadvisor may amend this Sponsored Placement Schedule at any time, by giving Customer notification of the amendments in writing via email or the Management Center.

    2. SCHEDULE RULES

    2.1. In accordance with this Sponsored Placement Schedule, Tripadvisor shall provide Customer advertising services related to Sponsored Placements on the Tripadvisor Site.

    2.2. Tripadvisor may amend this Sponsored Placement Schedule at any time, by giving Customer notification of the amendments in writing via email.

    3. PAYMENT TERMS AND CALCULATIONS

    3.1. Customer shall be charged for the Sponsored Placement Services commencing on the Sales Order Start Date continuing until the Sponsored Placement Services are terminated in accordance with this Agreement.

    3.2. Payment Method. Customer acknowledges and agrees that for any Sponsored Placement Services purchased by Customer that are subject to payments in arrears (as provided for in the applicable Sales Order) such payments will be paid to Tripadvisor in accordance with the terms of the Sales Order and the following provisions: (i) Customer shall be charged by Tripadvisor for the applicable Sponsored Placement Services on a monthly basis; and (ii) all charges shall be calculated in accordance with the Sponsored Placement Sales Order and Section 3.3 (Calculations) below.

    3.3. Calculations. Where Customer purchases Sponsored Placement Services, and chooses not to add SP Targeting, the applicable Budget shall be listed on the corresponding Sales Order, and shall remain in effect for the duration of the Sales Order Term; the per-Click rate will vary according to Tripadvisor’s then-current rates, and, for Customers using SP Targeting, based on the targeting option(s) Customer has selected.

    3.4. Customer may set a Budget on the applicable Sales Order or from the options provided by Tripadvisor within the Management Center. Any updates to Customer’s Budget may be implemented within the Management Center or by obtaining written approval from Tripadvisor, for which email will be sufficient. Customer shall be liable to pay for all Clicks made until the Budget is reached. Any revisions to the Budget shall take effect promptly after receipt of notice, but the billing cycle relating to the Budget (as revised) shall remain the same.

    4. ADDITIONAL TERMS

    4.1. Temporary Hold of Sponsored Placement Services. Customer may suspend the Sponsored Placement Services for any reason at any time by providing Tripadvisor with written notice or by the feature available in the Management Center (as applicable), and it shall take effect promptly after Tripadvisor’s receipt of such written notice in accordance with the Agreement. Notwithstanding any rights to suspend and terminate, Customer shall be liable to pay for all Clicks up to and including the date of effective suspension or termination (as applicable). Upon reactivation of Customer’s Campaign after a period of suspension, the billing schedule of the Sponsored Placement Services shall remain the same as prior to the period of suspension.

    4.2. Language. The English language version of this Schedule is the definitive and controlling legal version. In the event this Agreement is translated into another language, it will be for the convenience of Customer only, and will have no legal effect.

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