Master Partnerships Terms and Conditions

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 A COMMERCIAL AGREEMENT (AS DEFINED BELOW).

BY EXECUTING A COMMERCIAL AGREEMENT (AS DEFINED BELOW) THAT REFERENCES AND INCORPORATES THESE MASTER TERMS, PARTNER AGREES TO THESE MASTER TERMS. THESE MASTER TERMS, INCLUDING ANY COMMERCIAL AGREEMENTS ENTERED INTO BY THE PARTIES HEREUNDER FROM TIME TO TIME, ARE MADE EFFECTIVE ON THE START DATE OF THE FIRST COMMERCIAL AGREEMENT 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:

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 Commercial Agreement.
“Adjusted Revenue” means a percentage of total revenue earned by Tripadvisor derived from Commerce Clicks or Subscriptions, as adjusted for fraud, conversions, traffic quality, cancellations, returns, discounts, promotions, customer credits and chargebacks.
“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.
“Commerce Click” means a click by an End User on a link on either the Tripadvisor Site or Partner Site, which results in revenue for Tripadvisor on a cost-per-click basis (as determined by Tripadvisor in its sole discretion) during the same Internet browser session.
“Commercial Agreement” 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. Commercial Agreements shall be deemed incorporated herein by reference.
“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.
“Initial Period” means the initial period of a Commercial Term during which neither party may terminate the applicable Commercial Agreement without cause.
“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 Commercial Agreement, 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 Commercial Agreement.
“Participation Agreement” is a written agreement between a Participating Customer and Tripadvisor pursuant to which such Participating Customer may receive the benefit of Tripadvisor’s products and services made available by a Survey Provider and/or RMB.
“Participating Customer” means a business on behalf of which a Survey Provider collects and compiles Partner Surveys and that has contracted with Partner to receive the Review Collection Service and/or to access Licensed Content or for which an RMB provides services (including the provision of access to the Partner Dashboard). Participating Customers may be required by Tripadvisor (in Tripadvisor’s sole discretion) to enter into a Participation Agreement.
“Partner Dashboard” means the site, application or platform on which (a) a Survey Provider presents the results of each Participating Customer’s Partner Surveys and may display the Licensed Content to such Participating Customer; or (b) an RMB displays Licensed Content to Participating Customers.
“Partner Site” means any website, mobile site and/or applications described as the Partner Site in any Commercial Agreement.
“Partner Survey” means an online guest satisfaction survey carried out by a Survey Provider on behalf of a Participating Customer.
“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.
“Revenue Share” means the portion of Adjusted Revenue that Partner is entitled to, as set out in the applicable Commercial Agreement.
“Review Collection Service” means the review collection service that may be provided by Tripadvisor to Partner, as described in the applicable Commercial Agreement.
“RMB” or “Reputation Management Business” means a Partner that enters into a Commercial Agreement with Tripadvisor to make available Licensed Content for the benefit of Participating Customers. Partners acting as RMBs shall be identified as such in the applicable Commercial Agreement.
“Review Form” means the review form linked to from a Post-trip Communication, as may be further described in the applicable Commercial Agreement.
“Services” means the products and services that are offered by Tripadvisor to Partner as documented in a Commercial Agreement.
“Start Date” means the date on which a Commercial Term begins, as set out in the applicable Commercial Agreement.
“Subscription” means a subscription by an End User of an applicable consumer product from Tripadvisor, as identified on the applicable Commercial Agreement, which results in revenue received by Tripadvisor.
“Commercial Term” means the commercial period as described within an applicable Commercial Agreement. A Commercial Term may include an Initial Period.
“Surveyed User” means (a) an individual who is sent a Partner Survey, or (b) an individual who is sent a Post-trip Communication.
“Survey Provider” means a Partner that enters into a Commercial Agreement with Tripadvisor to utilise the Review Collection Service and/or make available Licensed Content for the benefit of its Participating Customers. Partners acting as Survey Providers shall be identified as such in the applicable Commercial Agreement.
“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 Commercial Agreement. Work Product shall not be deemed to include the confidential information of the Partner’s website pages, metrics, or internal reporting.

Services; Licenses

Tripadvisor shall make the Services available to Partner pursuant to these Master Terms and the applicable Commercial Agreement(s).
If the parties enter into a Commercial Agreement that provides for the delivery by Tripadvisor to Partner of Licensed Content, this Section 2.2 shall apply upon the Start Date of such Commercial Agreement, 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 Commercial Agreement.

This Section 2.2.1 shall not apply to RMBs or Survey Providers. Tripadvisor grants to Partner during the applicable Commercial 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.
This Section 2.2.2 shall apply only to RMBs and Survey Providers. Tripadvisor grants to Partner during the applicable Commercial 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 Dashboard, and (ii) allow Participating Customers to access and use the Licensed Content through the Partner Dashboard. The license granted hereunder may not be sublicensed by Partner, except to Participating Customers in connection with their use of the Partner Dashboard. Notwithstanding the foregoing, no Partner may make available any Licensed Content to any Excluded Person. For the sake of clarity, the licenses granted thereunder are limited solely to the use of Licensed Content to populate the Partner Dashboard and may be used for internal analytical purposes only. Access to the Partner Dashboard will be limited to Participating Customers that have entered into a contract with Partner, and will not be made available to any third parties, corporate affiliates or subsidiaries (unless agreed in advance by Tripadvisor in writing). Partner agrees and acknowledges that no portion or derivation of the Licensed Content may be aggregated or displayed with any other sources of review content and displayed publicly except within the Partner Dashboard to Participating Customers..
Tripadvisor grants to Partner during the applicable Commercial 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 Commercial Agreement. 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 Commercial Agreement, 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 or the Partner Dashboard (as applicable).
Tripadvisor will make the Licensed Content available to Partner in an electronic format specified by Tripadvisor and more fully described in the applicable Commercial Agreement.
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 a Commercial Agreement
From time to time during the applicable Commercial 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 Commercial Agreement.
Unless the parties otherwise agree in the applicable Commercial Agreement, Partner shall make available to End Users and/or Participating Customers 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 or the Partner Dashboard (as applicable) any specific Licensed Content detailed in such written notice.

Calculations, Fees and Payment

Partner shall pay all fees specified in all Commercial Agreements executed hereunder. Tripadvisor shall invoice Partner in accordance with the applicable Commercial Agreement. Unless otherwise stated in a Commercial Agreement, 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.
In addition to any other rights, Tripadvisor may immediately discontinue, or otherwise suspend, the applicable Services in the event of non-payment by the Customer in accordance with this Agreement.
All sums payable by Partner to Tripadvisor under any Commercial Agreement 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 Commercial Agreement 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.
This Section 3.4 shall apply only to Partners entitled to Revenue Share, as indicated in the applicable Commercial Agreement. Revenue Share shall be paid on a monthly basis and Tripadvisor shall pay Partner within thirty (30) days of the end of the applicable billing period, provided that Partner’s account has reached a minimum threshold of one hundred dollars ($100.00). Accounts with a balance of less than $100.00 shall roll over to the next month. Calculations of Revenue Share will be performed by Tripadvisor, which are final and non-appealable.
This Section 3.5 shall apply only to Partners entitled to Revenue Share, as indicated in the applicable Commercial Agreement. Tripadvisor will be solely responsible for tracking Adjusted Revenue. All click conversion counts and tracking will be performed by Tripadvisor, and such click conversion counts and tracking are final and non-appealable. Upon request, Partner will promptly provide any records necessary for any calculations required herein. Partner will be solely responsible for ensuring that such banners or links are formatted properly and maintained in a manner that allows Tripadvisor to track Adjusted Revenue. No Revenue Share shall be paid if the Adjusted Revenue cannot be tracked by Tripadvisor or if the visitor accesses the TA Site other than through the Licensed Content from Partner Site.
This Section 3.6 shall apply only to Partners entitled to Revenue Share, as indicated in the applicable Commercial Agreement. All clicks shall be verified. Any attempt to manipulate, falsify or inflate clicks, conversions, referrals, to defraud Tripadvisor or to violate the terms of this Agreement constitutes immediate grounds for Tripadvisor to terminate this Agreement and will result in forfeiture of any amounts otherwise due to Partner hereunder. In addition, Partner will be liable to Tripadvisor for any and all damages that we suffer as a result of such actions.
Once per calendar year during the Term, TripAdvisor may audit and verify Partner’s compliance with this Agreement. Such an audit will be conducted on prior written notice at the expense of TripAdvisor and will be performed during Supplier’s normal business hours. If the audit reveals a breach of this Agreement, then, without limiting TripAdvisor’s other rights and remedies, Supplier will promptly reimburse TripAdvisor for the costs associated with such audit.

Ownership

Tripadvisor shall own and retain all right, title and interest in and to any Work Product arising pursuant to a Commercial Agreement, 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.

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 Commercial Agreement 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.

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.

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 COMMERCIAL AGREEMENT, 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).

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 Commercial Agreement. 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 Commercial Agreement; (b) breach of any laws, regulations, or ordinances; (c) Partner Site (applicable to Partners excluding RMBs and Survey Providers); and (d) Partner Dashboard (applicable only to RMBs and Survey Providers). 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.

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 COMMERCIAL AGREEMENT, 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 COMMERCIAL AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF THESE MASTER TERMS AND ALL COMMERCIAL AGREEMENTS EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO TRIPADVISOR UNDER SUCH COMMERCIAL AGREEMENTS 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.

Term and Termination

These Master Terms commence on the Effective Date and shall continue in force until all Commercial Agreements 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 Commercial Agreement shall specify its Start Date. Unless otherwise agreed within a Commercial Agreement, and without prejudice to the rights of termination set out in Section 10.3, a Commercial Term shall continue for an Initial Period of twelve (12) months and, after the expiry of the Initial Period, such Commercial Term shall continue until the Commercial Agreement is terminated in accordance with Section 10.3 or 10.4 hereof.
Either party may terminate a Commercial Agreement at any time if (a) the other party commits a remediable breach of a Commercial Agreement 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 Commercial Agreement 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.
Unless a Commercial Agreement states otherwise, either party may terminate a Commercial Agreement for convenience on no less than sixty (60) days’ prior written notice after expiry of any Initial Period of the Commercial Term. If there is no Initial Period, either party may terminate a Commercial Agreement for convenience on no less than sixty (60) days’ prior written notice at any time.
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 Commercial Agreement.

Partner will: (i) destroy and/or return any tangible copies of the Licensed Content to Tripadvisor; (ii) remove all Licensed Content from the Partner Site or the Partner Dashboard (as applicable); 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.

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 Commercial Agreements. Partner will comply with all disclosures required by applicable law, including without limitation, if Partner Site is presented in French to consumers in France, Partner will display a link to the page https://www.tripadvisor.fr/pages/service.html next to the Licensed Content for visitors to learn more about Tripadvisor’s review moderation procedures.
All notices will be in English and in writing and (a) if sent to Tripadvisor, attn: General Counsel, to 400 1st Avenue, Needham, MA 02494, USA, and (b) if sent to Partner, either to the address or the e-mail address identified on any Commercial Agreement. 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 Commercial Agreement, 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 Commercial Agreement. 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 Commercial Agreement.
Unless otherwise stated in a Commercial Agreement: (a) these Master Terms and all Commercial Agreements 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 Commercial Agreement 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.

Last Updated September 15, 2021