Master Insertion Order Partnerships Terms and Conditions for DMOs

 

THESE MASTER PARTNERSHIPS TERMS AND CONDITIONS (“MASTER TERMS”) GOVERN THE USE BY ANY PERSON OR ENTITY OF THE SERVICES (AS DEFINED BELOW) PROVIDED BY TRIPADVISOR LLC (TOGETHER WITH TRIPADVISOR LIMITED AND TRIPADVISOR SINGAPORE PRIVATE LIMITED: “TRIPADVISOR”).  SUCH PERSON OR ENTITY SHALL BE REFERRED TO HEREIN AS “PARTNER”, AND SHALL BE IDENTIFIED IN AN INSERTION ORDER (AS DEFINED BELOW).

BY EXECUTING AN INSERTION ORDER (AS DEFINED BELOW) THAT REFERENCES AND INCORPORATES THESE MASTER TERMS, PARTNER AGREES TO THESE MASTER TERMS.   THESE MASTER TERMS, INCLUDING ANY INSERTION ORDERS ENTERED INTO BY THE PARTIES HEREUNDER FROM TIME TO TIME, ARE MADE EFFECTIVE ON THE START DATE OF THE FIRST INSERTION ORDER ENTERED INTO BY TRIPADVISOR AND PARTNER (THE “EFFECTIVE DATE”) AND SHALL BE REFERRED TO COLLECTIVELY AS THE “AGREEMENT”.

PARTNER AND TRIPADVISOR MAY BE EACH REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”   IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

  1. Definitions
    • “Active Property” means a unique property listed on the TA Site about which a Partner is able to access and use Licensed Content at a given time, in accordance with the terms of a Insertion Order.
    • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    • “End Date” means the date on which a Subscription Term ends, as set out in the applicable Insertion Order.
    • “End User” means an end user who accesses or uses the Partner Site.
    • “Excluded Person” means an academic, researcher, academic researcher, and/or individual with a similar role.
    • “Insertion Order” means the documents for placing orders for Services that are entered into between Partner and TripAdvisor from time to time, including addenda and supplements thereto. Insertion Orders shall be deemed incorporated herein by reference.
    • “Insolvent” means (i) becoming insolvent; (ii) being unable to pay its debts; (iii) making a general assignment for the benefit of creditors; (iv) suffering or permitting the appointment of a trustee or receiver for all or any assets (unless such appointment is vacated within sixty (60) days after appointment); (v) filing (or having filed) any petition as a debtor under any provision of the laws relating to bankruptcy or insolvency, unless such petition and all related proceedings are dismissed within sixty (60) days of such filing; being adjudicated insolvent or bankrupt; (vi) being wound up or liquidated; or (vii) ceasing to carry on business.
    • “Intellectual Property Rights” means (a) copyright, patents, database rights and rights in trade marks, designs, know‑how and confidential information (whether registered or unregistered); (b) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world; and (c) applications for registration, and the right to apply for registration, for any of the rights described in (a) or (b).
    • “Jointly Collected Reviews” means reviews collected from End Users through the Review Collection Service.
    • “Licensed Content” means the content described in the applicable Insertion Order, which may be provided to Partner by TripAdvisor, including, without limitation, all text, data, images, materials and other content, and any Updates thereto provided to Partner by TripAdvisor. Licensed Content shall include Jointly Collected Reviews where applicable.
    • “Marks” means TripAdvisor’s trade names, trademarks, service marks, logos or other similar indicia of identity or source that TripAdvisor may furnish to Partner for use under a Insertion Order.
    • “Partner Site” means any website, mobile site and/or applications described as notified by Partner to TripAdvisor in writing prior to displaying the Licensed Content.
    • “Post-trip Communication” means an e-mail, SMS, 'push notification', survey, or other electronic message that is sent to an individual soliciting that he/she submits a review for publication on the TA Site.
    • “Review Collection Service” means the review collection service that may be provided by TripAdvisor to Partner, as described in the applicable Insertion Order.
    • “Review Form” means the review form linked to from a Post-trip Communication, as may be further described in the applicable Insertion Order.
    • “Services” means the products and services that are offered by TripAdvisor to Partner as documented in a Insertion Order.
    • “Start Date” means the date on which a Subscription Term begins, as set out in the applicable Insertion Order.
    • “Subscription Term” means the period of time between the Start Date and the End Date, during which neither party may terminate the applicable Insertion Order without cause.
    • “Surveyed User” means an individual who is sent a Post-trip Communication.
    • “TA Licensee Site” means the websites and/or applications of any third parties to which TripAdvisor licenses review content (which may include Jointly Collected Reviews).
    • “TA Materials” means the Jointly Collected Reviews, the Licensed Content, the Marks, any Work Product, TripAdvisor’s widgets and the Review Form (as used within the Review Collection Service), and any derivative works of any of the foregoing.
    • “TA Site” means any websites and applications owned or operated by TripAdvisor and/or its Affiliates.
    • “Term” has the meaning attributed to it in Section 10.1.
    • “Updates” means updates, refreshes, corrections and other modifications.
    • “Work Product” means any deliverables, reports, documents, techniques, know-how, algorithms, software, specifications, plans, notes, drawings, designs, pictures, inventions, data, information and other content provided by TripAdvisor in connection with a Insertion Order. Work Product shall not be deemed to include the confidential information of the Partner’s website pages, metrics, or internal reporting.
  2. Services; Licenses
    • TripAdvisor shall make the Services available to Partner pursuant to these Master Terms and the applicable Insertion Order(s). The Services made available to Partner by TripAdvisor shall be as set out in the Supplemental Terms attached hereto for all Active Properties.
    • Partner shall display the Licensed Content in accordance with TripAdvisor’s Brand Guidelines as accessible at https://developer-tripadvisor.com/partner/partner-advertising-guidelines/, and as may be updated from time to time. If Partner Site is presented in French to consumers in France, a link to the page at https://www.tripadvisor.fr/pages/service.html will be displayed next to the Licensed Content for visitors to learn more about TripAdvisor’s review moderation procedures.  Note that these disclosures are required by French law.
    • If the parties enter into a Insertion Order that provides for the delivery by TripAdvisor to Partner of Licensed Content, this Section 2.2 shall apply upon the Start Date of such Insertion Order, unless otherwise stated herein. Partner acknowledges and agrees that the licenses granted are subject to Partner’s compliance with the terms and conditions set out in each Insertion Order.
      • TripAdvisor grants to Partner during the applicable Subscription Term a non-exclusive, worldwide, revocable and royalty-free right and license to (i) use, copy, perform and display (publicly or otherwise) the Licensed Content through the Partner Site, and (ii) allow End Users to access and use the Licensed Content through the Partner Site.  The license granted hereunder may not be sublicensed by Partner, except to its End Users in connection with their use of the Partner Site. In exercising the rights granted under this Section 2.2.1, Partner shall not be permitted to commingle or integrate any Licensed Content with any third party branded review content.
      • TripAdvisor grants to Partner during the applicable Subscription Term a non-exclusive, non-transferable, revocable, royalty-free, worldwide license to use, reproduce, perform and display the Marks, solely for purposes of performing its obligations or exercising its rights under the applicable Insertion Order. Partner will: (a) submit to TripAdvisor all proposed uses (other than materials disseminated solely on an internal basis) of the Marks; and (b) not publish or otherwise engage in any use of such Marks without TripAdvisor’s prior written consent.  Partner will comply with TripAdvisor’s requirements regarding the format and placement of Marks.  Partner will not take any action to register or otherwise interfere with TripAdvisor’s interests in the Marks. Unless specifically provided for herein, Partner will not adopt or otherwise use any trademark, trade name, service mark, logo, or symbol that is similar to, or likely to be confused with, any of the Marks.  All goodwill from Partner’s use of the Marks will inure to the benefit of TripAdvisor.
      • Except for the licenses granted hereunder, TripAdvisor retains all right, title and interest in and to the Licensed Content.
      • Notwithstanding anything to the contrary that may be set out in a Insertion Order, Partner understands and agrees that a Mark must accompany any and all uses, copies, performance, displays and/or placement on or through the Licensed Content on the Partner Site.
      • TripAdvisor will make the Licensed Content available to Partner in an electronic format specified by TripAdvisor and more fully described in the applicable Insertion Order.
      • Partner shall ensure that TripAdvisor’s logos and ratings bars will be served directly from TripAdvisor URLs, and that it shall not store and/or locally serve TripAdvisor logos.
      • Partner will make all displays of Licensed Content on Partner Site non-indexable by search engines, unless otherwise agreed in an IO. The parties shall jointly agree on the technical mechanism to index, or not index, Jointly Collected Reviews on the Partner Site. For the avoidance of doubt, this process cannot be implemented retrospectively.
      • From time to time during the applicable Subscription Term, at TripAdvisor’s discretion, TripAdvisor will update and refresh the Licensed Content, and make such refreshed Licensed Content available to Partner in the manner described in the applicable Insertion Order.
      • Unless the parties otherwise agree in the applicable Insertion Order, Partner shall make available to End Users all of the Licensed Content provided by TripAdvisor; and, in all cases, Partner shall display Licensed Content with Marks.  Notwithstanding anything to the contrary, upon notice by TripAdvisor to Partner, Partner shall remove from the Partner Site any specific Licensed Content detailed in such written notice.
  1. Fees and Payment
    • Partner shall pay all fees specified in all Insertion Order executed hereunder. TripAdvisor shall invoice Partner in accordance with the applicable Insertion Order.  Unless otherwise stated in a Insertion Order, payments shall be due 30 days from the invoice date.
    • If any amounts invoiced are not received by TripAdvisor by the due date, then, without limiting TripAdvisor’s rights or remedies, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
    • All sums payable by Partner to TripAdvisor under any Insertion Order are exclusive of any VAT or other indirect taxes chargeable on any supply to which those sums relate. Partner may deduct from amounts payable to TripAdvisor under such Insertion Order any withholding income tax amounts as required by the local law to be deducted from such payments and remitted to the local tax authorities. Partner shall promptly provide to TripAdvisor 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 Section.
  2. Ownership
    • TripAdvisor shall own and retain all right, title and interest in and to any Work Product arising pursuant to a Insertion Order, including any and all intellectual property rights therein.
    • To the extent applicable, TripAdvisor shall be deemed to be the "author" of all Work Product and all such Work Product will constitute "works made for hire" under the U.S. Copyright Act (17 U.S.C. §§ 101 et seq.) and any other applicable copyright law.  Partner hereby waives any and all moral rights (including rights of integrity and attribution) in and to the Work Product.
    • To the extent that any Work Product does not constitute a work made for hire, Partner hereby assigns to TripAdvisor all right, title and interest that Partner may have or may hereafter acquire in all Work Product, including all intellectual property rights therein.  At TripAdvisor’s expense, Partner shall execute all documents and take all actions necessary for TripAdvisor to document, obtain, maintain or assign its rights to the Work Product.  Partner will not contest the validity of TripAdvisor’s rights in the Work Product.  All such materials will be deemed to be the confidential, proprietary and trade secret information of TripAdvisor.
  3. Confidentiality
    • The parties agree that the recipient of any confidential or proprietary information of the other party provided or received hereunder will use such confidential information solely for the purposes for which it is provided by the other party; will not disclose such confidential information to any third party; and will protect such confidential information from unauthorized use and disclosure; provided, however, that TripAdvisor may share the confidential or proprietary information that it receives hereunder with its Affiliates.
    • The foregoing obligations will not apply to any (a) information that becomes generally publicly available through no fault of the recipient; (b) information that the recipient obtains from a third party (other than in connection with these Master Terms); (c) information that is independently developed or acquired by the recipient; (d) disclosure with the prior written consent of the disclosing party; or (e) disclosures which are required by applicable law.
    • Notwithstanding the provisions of Section 5.2, 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.
    • Partner will not issue any public announcement regarding the existence or content of these Master Terms or any Insertion Order without TripAdvisor’s prior written approval. Notwithstanding the foregoing, Partner grants TripAdvisor a license to include Partner marks, names and logos in presentations, marketing materials and press notices.
  4. Data Protection. For the duration of the Term, each party shall have in place and shall comply with a privacy policy governing its use of End Users’ and other individuals’ personal information that meets or exceeds any applicable laws and regulations governing the use of such information.  Furthermore, each party will ensure that any collection, use, storage, disclosure and sharing of personal information from End Users or other individuals complies with all applicable laws, regulations and privacy policies. Without prejudice to the aforementioned, Partner ensures that it complies with all applicable laws, including directive 2002/58/EC, relating to the sending of Post-trip Communication to Surveyed Users. Partner indemnifies TripAdvisor from and against any claims of Surveyed Users or competent authorities relating to the sending of Post-trip Communication to Surveyed Users.
  5. Warranties and Disclaimers
    • Each party represents and warrants that it has full power and authority to enter into these Master Terms.
    • ALL TA MATERIALS THAT MAY BE PROVIDED BY TRIPADVISOR ARE PROVIDED "AS IS". TRIPADVISOR EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OBLIGATIONS AND LIABILITIES ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE TA MATERIALS AND ANY OTHER SERVICES PROVIDED UNDER THESE MASTER TERMS AND ANY INSERTION ORDER, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE OR OF NON-INFRINGEMENT OR TITLE.
    • TRIPADVISOR MAKES NO REPRESENTATION THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND TRIPADVISOR WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS (INCLUDING ANY LOST DATA).
  6. Indemnification
    • TripAdvisor’s Indemnification. TripAdvisor will indemnify, defend, or at its option settle, any third party lawsuit or proceeding brought against Partner, its Affiliates or syndication partners, and any of their respective officers, directors, employees and agents, based upon or otherwise arising out of verifiable claims of intellectual property infringement arising out of Partner’s use of any Licensed Content, provided that such use complies with the requirements of these Master Terms and the applicable Insertion Order.  Partner will: (i) promptly notify TripAdvisor of such claim, (ii) provide TripAdvisor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give TripAdvisor full control and sole authority over the defense and settlement of such claim. TripAdvisor shall have no obligation to indemnify Partner as set forth above for any claims relating to user generated content.
    • Partner’s Indemnification.Partner will indemnify, defend, or at its option settle, any third party lawsuit or proceeding brought against TripAdvisor, its Affiliates or syndication partners, and any of their respective officers, directors, employees and agents, based upon or otherwise arising out of: (a) Partner’s use of any Licensed Content, in a manner inconsistent with the terms of these Master Terms and the applicable Insertion Order; (b) breach of any laws, regulations, or ordinances; and (c) Partner Site.  TripAdvisor will: (i) promptly notify Partner of such claim, (ii) provide Partner with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give Partner full control and sole authority over the defense and settlement of such claim.
  7. Limitation of Liability
    • EXCEPT FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (B) BREACHES OF CONFIDENTIALITY OBLIGATIONS, AND (C) PARTNER’S USE OF TA MATERIALS IN A MANNER INCONSISTENT WITH THESE MASTER TERMS OR THE TERMS OF ANY INSERTION ORDER, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCT LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
    • EXCEPT FOR LIABILITY ARISING PURSUANT TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (B) A BREACH OF CONFIDENTIALITY OBLIGATIONS, AND (C) PARTNER’S USE OF TA MATERIALS IN A MANNER INCONSISTENT WITH THESE MASTER TERMS OR THE TERMS OF ANY INSERTION ORDER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF THESE MASTER TERMS AND ALL INSERTION ORDERS EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO TRIPADVISOR UNDER SUCH INSERTION ORDERS OR US$200,000, WHICHEVER IS GREATER.
    • The parties agree that: (i) the mutual agreements made in this section 9 reflect a reasonable allocation of risk; and (ii) that each party would not enter into these Master Terms without these limitations on liability.
  8. Term and Termination
    • These Master Terms commence on the Effective Date and shall continue in force until all Insertion Orders granted in accordance with these Master Terms have expired or been terminated (the “Term”). Sections 1, 4 through 9, 10.5 and 11 will survive any termination or expiration of these Master Terms.
    • Each Insertion Order shall specify its Start and End Date.
    • Either party may terminate a Insertion Order at any time if (a) the other party commits a remediable breach of a Insertion Order and/or these Master Terms and fails to cure such breach within fourteen (14) days after receiving written notice thereof; (b) if the other party commits an irremediable breach of a Insertion Order and/or these Master Terms; (c) if one party is unable to perform its obligations for more than thirty (30) days due to an event of force majeure; or (d) if the other party is Insolvent. In any such circumstances, termination shall be effected after the non-breaching party (in the case of termination pursuant to section 10.3(a) or (b)), non-performing party (in the case of termination pursuant to section 10.3(c)), or non-Insolvent party (in the case of termination pursuant to section 10.3(d)) gives the other party no less than seven (7) days’ prior written notice to terminate.
    • Upon expiry or termination of these Master Terms for any reason, this Section 10.5 shall apply in the event that Partner has been granted a license of any Licensed Content under any Insertion Order:
      • Partner will: (i) destroy and/or return any tangible copies of the Licensed Content to TripAdvisor; (ii) remove all Licensed Content from the Partner Sites; and (iii) cease to hold itself out as associated with TripAdvisor; and
      • TripAdvisor will block Partner's access to the Licensed Content and any new or updated versions of the Licensed Content.
    • During the Subscription Term, Partner will not enter into any agreement, understanding or arrangement with any other provider for the display or collection of user-generated reviews of hotels, restaurants and/or attractions under which a third party brand is used on the Partner Sites, except that Partner may continue to engage in any review collection activities in use as of the Start Date as may be evidenced in writing.
    • Notwithstanding the foregoing, Partner shall ensure that at least 50% of all electronic communications that are sent by or on behalf of Partner to solicit reviews are Post-trip Communications.
  2. Miscellaneous
    • Each party will comply with all applicable laws, rules and regulations in connection with the performance of its obligations under these Master Terms and all Insertion Orders.
    • All notices will be in English and in writing and (a) if sent to TripAdvisor, to 400 1stAvenue, Needham, MA 02494, USA, and (b) if sent to Partner, either to the address or the e-mail address identified on any Insertion Order. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon sending by e-mail (in the case of TripAdvisor sending notice by e-mail to Partner).
    • Partner may use consultants and other contractors in connection with the performance of its obligations and exercise of rights under these Master Terms and any Insertion Order, provided that such consultants and contractors will be subject to the same obligations as Partner and Partner shall be liable for their compliance with such obligations.
    • TripAdvisor may at any time assign, transfer, or deal in any other manner with any or all of its rights and obligations under these Master Terms or any Insertion Order. Partner shall not assign, transfer or otherwise deal in any other manner with any or all of its rights and obligations under these Master Terms or any Insertion Order.
    • Unless otherwise stated in a Insertion Order: (a) these Master Terms and all Insertion Orders that incorporate these Master Terms are governed by the laws of the Commonwealth of Massachusetts, USA; and (b) Partner will not commence or prosecute any action, suit, proceeding or claim arising out of or related to these Master Terms or any Insertion Order other than in the federal or state courts located in Middlesex or Suffolk County in the Commonwealth of Massachusetts.
    • These Master Terms supersede any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. TripAdvisor may amend these Master Terms at any time, by giving Partner notification of the amendments in writing (including by email or other online notification mechanism).  It is Partner’s responsibility to notify TripAdvisor if its address and/or email address changes.  Unless otherwise stated in the notification, any amendments shall be automatically effective ten (10) days after they are notified to Partner.
    • The failure to require performance of any provision will not affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions will remain in full force and effect.
    • The parties hereto are and will remain independent contractors and nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party.
    • Neither party will be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and  Internet disturbances.
    • The parties agree that any material breach of the provisions of Sections 2, 5, 6 and 10.5 of these Master Terms shall cause irreparable harm and shall be the basis for injunctive relief.
    • Save as set out herein, these Master Terms are not intended to benefit, nor will it be deemed to give rise to, any rights in any third party.
    • These Master Terms (a) will be binding on and inure to the benefit of each of the parties and their respective successors and assigns.

 

 

Supplemental Terms and Conditions for the Master IO Partnership Terms & Conditions: Services and Packages

Applicability. These Supplemental Terms and Conditions for the Master IO Partnership Terms & Conditions (“Supplemental Terms”) shall apply to the extent that Customer has purchased the applicable Services below. 

Services.

  1. Content Licensing. The following terms and services are applicable to Partner’s purchase of the Content Licensing Services and any Master IO Partnership Terms & Conditions that apply to Content Licensing Services shall apply.
    • Display. TripAdvisor and Partner will agree look and feel of the display of Licensed Content prior to launch. All displays of Licensed Content on Partner Site must be accompanied by TripAdvisor logo.
    • Access to Content. Licensed Content is served dynamically via the TripAdvisor Widget or TripAdvisor API.
      • From the TripAdvisor Widgets. A widget is a small, portable snippet of code that can be installed and executed within any HTML-based web page. This code brings in ‘live’ content from a third party site without the web site owner having to update it.
      • From the TripAdvisor JSON application programming interface (“TripAdvisor API”). The API can be called with an assigned partner key. It uses a RESTful interface, and returns data in JSON (JavaScript Object Notation) format. The TripAdvisor API documentation describes the RESTful interface, including query and response formats. TripAdvisor reserves the right to modify the TripAdvisor API at any time. Partner can only query the TripAdvisor API up to the amounts agreed upon in writing by the parties.
    • Property Matching. Where possible, TripAdvisor matches Partner property IDs to TripAdvisor property IDs so that the queries can pull the correct data from TripAdvisor’s servers. Partner will complete a pre-formatted Excel file provided by TripAdvisor for this purpose and forward the completed file to TripAdvisor.
      • The following data is required in the Excel file, in English, and without special characters: (i) Partner ID, (ii) property name; (iii) street address; (iv) city; (v) state name, for US properties; (vi) country; (vii) postal code (if available); and (viii) telephone number (if available).
      • TripAdvisor agrees to undertake an initial matching of the data delivered by Partner with the associated TripAdvisor property ID’s. TripAdvisor will attempt to match properties that already exist within the TripAdvisor database.  This is a one-time operation that is performed before launch. The import of new data can be updated by Partner via SFTP when needed.
      • For those properties that cannot be matched by TripAdvisor, Partner will endeavour to match their properties manually with TripAdvisor ID’s in order to achieve an overall match rate of at least 80%. Partner will use best endeavours to complete this task within 60 days of TripAdvisor providing the initial matching results.
      • In cases where the property does not exist on TripAdvisor, Partner may submit via email a request for a property or properties that they wish to be added to the TripAdvisor database. Provided these properties meet TripAdvisor content guidelines, TripAdvisor will use best endeavours to add these properties within 60 days. In the case of larger than average amounts of data for new property listings, TripAdvisor reserves the right to stipulate a later delivery date.
    • Product Packages. In addition to the services and terms above, Partner may purchase one or more of the following packages, as indicated on an Insertion Order, and the following terms and services shall also apply:
      • Media Package. TripAdvisor will provide ratings and reviews for the number of properties indicated on the applicable Insertion Order, including: (1) overall rating, ranking, review count, sub-ratings, and rating breakdown; (2) the ten most recent full reviews with date, traveler rating; (3) if Partner has also purchased the Review Collection Services below, all Jointly Collected Reviews with date, traveler rating; (4) property name and address; (5) Management Responses; (6) awards information for selected properties who have acquired such status; and (7) TripAdvisor listing data, such as primary image, description (where available), hours (where available), lat/long, and address.
      • Full Reviews. TripAdvisor will provide ratings and reviews for the number of properties indicated on the applicable Insertion Order, including: (1) overall rating, ranking, review count, sub-ratings, and rating breakdown; (2) the five most recent full reviews with date, traveler rating; (3) if Partner has also purchased the Review Collection Services below, all Jointly Collected Reviews with date, traveler rating; (4) property name and address; (5) Management Responses; and (6) awards information for selected properties who have acquired such status.
      • Review Snippets. TripAdvisor will provide ratings and review snippets for the number of properties indicated on the applicable Insertion Order, including: (1) overall rating, ranking, review count, sub-ratings, and rating breakdown; and (2) the three most recent 200-character review snippets with date, traveler rating.
      • Link-Back. On launch, Partner will display the following links back to the relevant TripAdvisor site: (1) a “Read more reviews” link will be displayed underneath the reviews linking to the TripAdvisor site to read all reviews; and (2) a “Write a review” button will be displayed next to the Licensed Content for visitors to submit reviews on the TripAdvisor site.
      • Book on TA. On launch, Partner will display the “Book on TripAdvisor” button with link underneath the reviews linking to the TripAdvisor site.
  1. Review Collection.The following terms and services are applicable to Partner’s purchase of the Review Collection Services and any Master IO Partnership Terms & Conditions that apply to Review Collection Services shall apply.
    • Review Solicitation
      • Partner will send Post-trip Communication to Surveyed Users requesting that they submit reviews around three (3) days after the end date of their trips. Post-trip Communication will refer to TripAdvisor as the Partner’s Review Collection Service provider and include a TripAdvisor logo. TripAdvisor will advise Partner on the wording of the Post-trip Communication in order to maximize review contribution. Partner will submit the design and wording of the Post-trip Communication to TripAdvisor for approval prior to launch of the Review Collection Service.
      • Upon request by TripAdvisor, Partner will send TripAdvisor a monthly report of its review solicitation activity, in a mutually agreed upon format.
      • Partner agrees not to: (a) be selective about which Surveyed Users to email to solicit reviews; or (b) incentivize review collection. To the extent that Partner uses the TA Sites, Partner will 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). 
    • Review Collection
      • Partner’s Post-trip Communication will include a link directing the Surveyed User to a page hosted by Partner on Partner Site, with TripAdvisor’s review collection widget embedded in that page. The widget will display TripAdvisor’s Review Form, customized for Partner and personalized for the Surveyed User, through an iframe.
      • The widget will invoke the Review Form using a URL containing various data parameters relating to Partner, Surveyed User (including name, email address and city) and Surveyed User’s trip, which must be provided by Partner. TripAdvisor will advise Partner on the technical requirements for correctly generating the Review Form.
      • The Review Form will contain all required TripAdvisor review fields (see tripadvisor.com/UserReview). Overall review rating and sub-ratings use a five (5)-point scale.
      • The Review Form will contain tips and guidelines for writing reviews, which will be determined by TripAdvisor. The Review Form will also contain check-boxes and legal language, as determined by TripAdvisor, which must as a minimum include links to TripAdvisor’s standard terms and conditions and privacy policy.
      • The Review Form will feature a “powered by TripAdvisor” logo, together with text indicating that the Jointly Collected Review will be posted on TA Sites and, at TripAdvisor’s discretion, TA Licensee Sites.
      • The Review Form will present the Surveyed User with a check-box offering them a choice over whether to receive marketing emails from TripAdvisor. TripAdvisor will use the data provided by the Surveyed User to create a TripAdvisor registration and for other purposes in accordance with its privacy policy.
    • Review Moderation and Disputes. TripAdvisor will process all Jointly Collected Reviews through its standard moderation tools. TripAdvisor will handle disputes over Jointly Collected Reviews according to normal TripAdvisor guidelines. In the event that any property owner raises a dispute with Partner, Partner will direct them to the ‘Management Centre’ on the TA Sites.
    • Review Display on TA Sites and Other Sites. Jointly Collected Reviews will be displayed on TA Sites and, at TripAdvisor’s discretion, TA Licensee Sites. Each Jointly Collected Review displayed on a TA Site will be visibly attributed using the term “Review collected in partnership with this <business type>” or similar. TA Licensee Sites will not display such attribution on or next to the Jointly Collected Reviews. Jointly Collected Reviews will be factored into the TripAdvisor popularity index calculation.
    • Post-Review Emails. TripAdvisor will send post-review emails to Surveyed Users to confirm that a Jointly Collected Review has been submitted and to confirm when it has been either published or rejected. TripAdvisor may also send other transactional emails to Surveyed Users, in accordance with its normal processes, e.g. in the event of review disputes or fraud-related issues. TripAdvisor may also send marketing emails to Surveyed Users, if they have chosen to receive them during the review process. The format of these emails will be determined by TripAdvisor and they will be sent from a no-reply email address.
    • Product Packages. In addition to the services and terms above, Partner may purchase one or more of the following packages, as indicated on an Insertion Order, and the following terms and services shall also apply:
      • Custom Questions. TripAdvisor will allow Partner to add custom questions on the Review Form, up to the number indicated in the Insertion Order, and subject to the Parties’ mutual agreement on the content of such questions.
      • Co-Branded Review Form. TripAdvisor will allow Partner to add its logo, or other similar branding, to the Review Form, subject to the Parties’ mutual agreement on the placement and display of such branding.
      • XML Feed. Subject to the Content License Supplemental Terms in Section 1 of these Supplemental Terms, TripAdvisor will prepare and license the database described herein (the “Database”).
        1. The Database shall only include (where available via the XML as provided to Partner): (i) property name; (ii) property address; overall property rating; (iii) full text & title of all Jointly Collected Reviews with status changes over the last ten (10) days, review rating, and sub ratings; (iv) Management Response; and (v) email address and username as submitted; (vi) review status.
        2. Partner may use the Database solely for its own internal business purposes and shall not share the Database (or any portion thereof) with any third party, subject to any restrictions herein. The Database may not be modified or altered by partner.