Tripadvisor Pre-Arrival Email Terms and Conditions

 

TRIPADVISOR PRE-ARRIVAL EMAIL TERMS AND CONDITIONS

 

These TripAdvisor Pre-Arrival Email Terms and Conditions (“Terms and Conditions”) will apply to any and all TA Services (as defined below). By using the TA Services, you acknowledge and agree to be bound by these Terms and Conditions and TripAdvisor’s Terms of Use and Privacy Policy (collectively, the “Agreement”). Failure to comply with the Agreement will result in immediate withdrawal of the TA Services. TripAdvisor may, in its absolute discretion modify, suspend or terminate the TA Services at any time without any liability to Partner or any third party. TripAdvisor makes no guarantees as to the effectiveness of to the TA Services.

 

BY AGREEING TO THESE TERMS AND CONDITIONS, YOU REPRESENT AND WARRANT THAT THE GUESTS ASSOCIATED WITH THE EMAIL ADDRESSES OR OTHER PERSONAL DATA YOU ARE SUBMITTING TO TRIPADVISOR IN CONNECTION WITH THE AGREEMENT HAVE: (I) MADE A RESERVATION TO STAY AT YOUR PROPERTY IN THE IMMEDIATE FUTURE; AND (II) CONSENTED TO HAVE THEIR PERSONAL DATA SENT TO TRIPADVISOR TO SEND PRE-ARRIVAL EMAILS IN ACCORDANCE WITH ALL LAWS (AS DEFINED BELOW).

 

YOU UNDERSTAND AND AGREE THAT: (I) YOU WILL STORE RECORDS OF CONSENTS CAPTURED FROM GUESTS RECEIVING PRE-ARRIVAL EMAILS FROM TRIPADVISOR; (II) FROM TIME TO TIME, YOU MAY BE ASKED TO PROVIDE EVIDENCE OF HOW YOU OBTAINED CONSENT FROM SUCH GUESTS TO SEND THEIR PERSONAL DATA TO TRIPADVISOR; AND (III) TRIPADVISOR SHALL REFER ANY QUERIES IT RECEIVES TO YOU IN THE EVENT THAT A GUEST OR OTHER RELATED INDIVIDUAL INQUIRES ABOUT RECEIVING A PRE-ARRIVAL EMAIL FROM TRIPADVISOR OR EXERCISES A DATA PRIVACY REQUEST PURSUANT TO LAWS.

 

  1. Definitions

 

“Laws” means all applicable laws, rules and regulations including without limitation, General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and the CAN-SPAM Act.

 

“Effective Date” means the date of acceptance of the Pre-arrival Emails Solution Request by Partner, as determined in TripAdvisor’s sole discretion.

 

“Partner” or “You” means the contracting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Pre-arrival Emails Solution Request.

 

“Partner-Provided Information” means any and all information provided by Partner to TripAdvisor in connection with the Agreement, including but not limited to all email addresses and other Personal Data.

 

“Personal Data” shall have the meaning as set out in  GDPR.

 

“Pre-Arrival Emails Solution” means the automated service that generates emails to be sent to Partner’s guests prior to their stay to Partner’s property (each, a “Pre-Arrival Email”).

 

“Pre-Arrival Emails Solution Request” means a request by Partner to the Pre-arrival Emails Solution containing the information as required by TripAdvisor.

 

“TA Services” means the Pre-Arrival Emails Solution and any other services provided by TripAdvisor in connection with the Agreement.

 

“Term” means the period starting on the Effective Date and continuing until terminated by either party in accordance with these Terms and Conditions.

 

“TripAdvisor Sites” means the TripAdvisor Media Group branded Web sites, partner web sites, and emails that are related to the TripAdvisor Media Group, as defined at https://tripadvisor.mediaroom.com/us-about-us.

 

  1. TA Services

 

  • Pursuant to the Agreement, Partner may utilize the Pre-Arrival Emails Solution by submitting a Pre-Arrival Emails Solution Request. All information provided by Partner as part of a Pre-Arrival Emails Solution Request shall be true, complete and accurate in all material respects.
  • Within one week of commencement of the Agreement, Partner shall provide TripAdvisor with email addresses and other information to be used in connection with the TA Services (in the form required by TripAdvisor and notified to Partner). Partner shall update TripAdvisor on a weekly basis (or otherwise as mutually agreed) with additional email addresses and other related information. Notwithstanding anything to the contrary, use of such information in connection with the TA Services shall be determined at TripAdvisor’s sole discretion.

 

  • Partner will always use the TA Services in accordance with applicable law and in a manner that does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by TripAdvisor in its sole discretion.

 

  1. Partner-Provided Information

 

  • Partner hereby grants TripAdvisor the right to use the Partner-Provided Information in connection with the TA Services. Failure by TripAdvisor to use any Partner-Provided Information does not constitute a breach of the Agreement or otherwise entitle Partner to any legal remedy.

 

  • Partner shall be solely responsible for the content provided to TripAdvisor, including without limitation, the Partner-Provided Information.

 

  • Partner represents, warrants and covenants to TripAdvisor that at all times, (i) it is fully authorized to grant TripAdvisor the right to use all Partner-Provided Information (including, without limitation, all email addresses and other Personal Data); (ii) it has the express authority of each guest associated with the email addresses or other Personal Data submitted as Partner-Provided Information to TripAdvisor; (iii) such guests have made a reservation to stay at your property in the immediate future; (iv) Partner’s collection and sharing of Partner-Provided Information complies with all Laws and does not violate any Laws or infringe the rights (including, but not limited to intellectual property rights and/or privacy rights) of any person; (v) it shall comply with its respective obligations under all Laws; (vi) it has the full corporate rights, power and authority to enter into the Agreement and to perform the acts required of it hereunder; and (vii) its execution of the 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.

 

  • It is the Partner's obligation to submit Partner-Provided Information in accordance with the Agreement. Partner's failure to comply with the Agreement may prevent or delay the delivery of the TA Services to Partner and shall give TripAdvisor the right to immediately terminate the Agreement.

 

  • TripAdvisor reserves the right, without liability, to reject and/or return any Partner-Provided Information which contains content that does not meet TripAdvisor's specifications, at TripAdvisor's sole discretion.

 

  1. Privacy and Compliance

 

  • FOR THE DURATION OF THE TERM, PARTNER SHALL HAVE A PRIVACY POLICY IN PLACE GOVERNING PARTNER'S USE OF GUESTS’ PERSONAL DATA THAT: (I) MEETS OR EXCEEDS LAWS; AND (II) EXPLICITLY NAMES TRIPADVISOR AS A RECIPIENT OF SUCH INFORMATION AND PERMITS THE USE OF SUCH PERSONAL DATA FOR THE TA SERVICES (INCLUDING WITHOUT LIMITATION, SENDING OF PRE-ARRIVAL EMAILS). Partner shall ensure that any collection, use and disclosure of Personal Data obtained pursuant to the Agreement complies with Laws. If applicable, for the purposes of any email, Partner designates TripAdvisor as the sender for compliance with the CAN-SPAM Act. Partner indemnifies TripAdvisor from and against any claims of Partner’s guests or competent authorities relating to the sending of Pre-Arrival Emails to Partner’s guests. This Section 4.1 shall survive the completion, expiration, termination or cancellation of the Agreement for a period of five (5) years.

 

  • Partner 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.

 

  • Partner hereby grants TripAdvisor permission to publicize the fact that it is a Partner of the TA Services in a press release. Partner shall not use, display or modify TripAdvisor's trademarks in any manner without the prior written consent of TripAdvisor.

 

  1. Confidentiality

 

  • Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. The parties further 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 and subsidiaries. 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 the Agreement); (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 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.

 

  1. Term and Termination

 

  • The Agreement is effective upon the Effective Date. TripAdvisor may terminate the Agreement at any time with immediate effect. Partner may terminate the Agreement at any time upon written notification to TripAdvisor, and TripAdvisor will endeavor to cease use of any Partner-Provided Information within ten (10) business days of such cancellation. NEITHER TRIPADVISOR NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO PARTNER OR ITS GUESTS.

 

  1. Liability, Warranty & Indemnity

 

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

 

  • 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 NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE TRIPADVISOR SITES OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE TRIPADVISOR SITES. TRIPADVISOR DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY PARTNER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THE AGREEMENT. IN NO EVENT SHALL TRIPADVISOR OR ANY OF ITS AFFILIATES BE LIABLE TO PARTNER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY TRIPADVISOR FROM PARTNER FOR THE SPECIFIC TA SERVICES AT ISSUE.

 

  • PARTNER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS TRIPADVISOR AND EACH OF TRIPADVISOR'S AGENTS, PARTNERS, SUBCONTRACTORS AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AND EMPLOYEES OF ANY OF THE FOREGOING, FROM, AGAINST AND IN RESPECT OF ANY AND ALL CLAIMS, SUITS, ACTIONS, DEMANDS, AND PROCEEDINGS OF ANY KIND THREATENED, ASSERTED OR FILED AGAINST SUCH PARTIES BY ANY THIRD PARTY (COLLECTIVELY “CLAIMS”), AND ANY DAMAGES, LOSSES, EXPENSES, LIABILITIES OR COSTS OF ANY KIND, (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES, WITNESS FEES AND COURT COSTS) INCURRED IN CONNECTION WITH SUCH CLAIMS (INCLUDING THOSE NECESSARY TO SUCCESSFULLY ESTABLISH THE RIGHT TO INDEMNIFICATION), ARISING OUT OF OR RELATING TO (I) ANY BREACH OR ALLEGED BREACH OF WARRANTY, REPRESENTATION, OR COVENANT MADE BY PARTNER; OR (II) ANY ACT OR OMISSION TO ACT OF PARTNER OR ANYONE ACTING ON BEHALF OF COMPANY.

 

  1. Controlling Version

 

In the event the Agreement is translated into another language, it will be for the convenience of Partner only, and will have no legal effect. The English version of the Agreement will control.

 

  1. General Provisions

 

These Terms and Conditions are governed by the laws of the Commonwealth of Massachusetts, USA. Partner consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts, for all disputes related to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Partner 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. Partner may not assign its rights hereunder to any third party unless TripAdvisor expressly consents to such assignment in writing. If any provision of these standard Terms and Conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. The Agreement will be deemed to be controlling over all other writings or agreements of any kind between the parties. All notices to TripAdvisor relating to any legal claims or matters must be made in writing to TripAdvisor, ATTN: Legal Department, 400 1st Avenue, Needham, Massachusetts, 02494, USA. TripAdvisor may amend the Agreement at any time. TripAdvisor shall give Partner notification of the amendments by posting a new version of the Agreement online or via email. Unless Partner cancels the Agreement (as permitted by Section 7 herein), such amendments shall be automatically effective upon the posting of the new version of the Agreement online.