Expedia Group Affiliate Programme Terms and Conditions

1. INTRODUCTION

1.1 Thank you for your interest in the Expedia Group Affiliate Program (‘Affiliate Program’ or ‘Program’).

1.2 These terms and conditions for the Affiliate Program, as updated from time, consist of:

1.2.1 the Affiliate Program Requirements (the ‘Program Requirements’) set out in Part A below; and

1.2.2 the Affiliate Program Trademark+ Bidding Requirements (the ‘TM+ Bidding Requirements’) set out in Part B below (if applicable),

(collectively, the ‘Terms’).

1.3 These Terms govern the relationship between Expedia, Inc. or such other Related Companies set out in Section 25.1 (‘Expedia’) and you (also referred to as the ‘Partner’) in relation to your application for and participation in the Affiliate Program, except where (and solely to the extent that) Expedia or any of its Related Companies has entered into a written agreement with you that expressly disapplies these Terms.

1.4 You accept these Terms by:

1.4.1 applying to participate in the Affiliate Program, whether via the Administrator Site (as defined below), or Affiliate Program website accessible at https://affiliates.expediagroup.com, or such other domain as specified by Expedia from time to time (‘EG Affiliate Hub’);

1.4.2 enrolling in or otherwise beginning participating in the Affiliate Program; and/or

1.4.3 by continuing to participate in the Affiliate Program after you have been notified of a change in these Terms.

1.5 Where not expressly defined herein, the defined terms in these Terms shall have the meaning ascribed to them in the Schedule(s).

Part A: Expedia Affiliate Program Requirements

2. REQUIREMENTS

2.1 This Program is administered by Performance Horizon Group Limited (‘Administrator’) through the Administrator's website (‘Administrator Site’). Please read these Terms carefully as they contain important information about your participation in the Affiliate Program, including details about limitations of liability and dealing with disputes.

2.2 BY ACCEPTING THESE TERMS AND/OR ENROLLING IN OR OTHERWISE ACCESSING THE AFFILIATE PROGRAM, AS APPLICABLE, YOU:

2.2.1 ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM;

2.2.2 ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS;

2.2.3 HEREBY REPRESENT AND WARRANT THAT YOU ARE NOT AN INELIGIBLE PARTY (AS DEFINED BELOW), ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS; AND

2.2.4 THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THESE TERMS. IF YOU ARE A COMPANY OR OTHER CORPORATE ENTITY, THEN THE PERSON AGREEING TO THESE TERMS ON BEHALF OF THAT COMPANY OR CORPORATE ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS.

2.3 We may modify any of these Terms at any time upon providing you with at least thirty (30) days' notice:

2.3.1 via email and/or by posting a revised version of these Terms and/or a change notice on the Administrator Site or the EG Affiliate Hub; or

2.3.2 by us or the Administrator sending notice of such modification to you by email to the email address then currently associated with your Account.

2.4 Modifications will be effective on the date specified in the revised Terms, change notice, or email notification (as applicable), which must be at least 30 days after you received the revised Terms, change notice, or email notification (as applicable).

2.5 IF YOU DO NOT AGREE TO ANY MODIFICATIONS WHICH ARE NOTIFIED TO YOU IN THE MANNER SET-OUT ABOVE, THEN YOU MUST PROVIDE NOTICE TO US THAT YOU WISH TO TERMINATE YOUR PARTICIPATION IN THE AFFILIATE PROGRAM AND THEREAFTER IMMEDIATELY CEASE SUCH PARTICIPATION. YOU ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING ANY NOTICE FROM YOU TO THE CONTRARY, YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION TO THE TERMS, WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

3. PROGRAM SUMMARY AND ENROLMENT

3.1 The Affiliate Program:

3.1.1 permits Partners to promote certain travel products which are available through the Expedia Sites (‘Travel Products’), by displaying to users of Partner Site(s) (‘Users’) such links, advertisements, and other content as may be provided to the Partner by Expedia from time to time (‘Travel Content’); and

3.1.2 enables Partners to earn Commission for certain Qualifying Transactions in relation to the Travel Products (as described in Section 16).

3.2 You may only participate in the Program and link to Expedia Sites via website(s) and software application(s) (including mobile websites, emails, apps, etc.) that:

3.2.1 you own and/or operate; and/or

3.2.2 for which we have granted our specific consent, pursuant to these Terms,

(in each case such site is hereinafter referred to as a ‘Partner Site’ or ‘Site’).

How to enroll in the Administrator Site.

3.3 Where the Partner enrolment process is conducted via the Administrator Site (note that this process is not required in the EG Affiliate Hub), you must first be invited by us to join the Affiliate Program. Such invitation will contain details of how to complete any required application to the Program (‘Program Application’) and submit the same to us.

3.4 You will ensure that the information in your Program Application and otherwise associated with your Account (as defined below), including but not limited to your email address and other contact information, is at all times complete and accurate. We may send any notifications, approvals, and/or other communications related to the Program to the email address then-currently associated with your Account.

3.5 You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your Account is no longer current.

Evaluation of Your Application.

3.6 We will evaluate your Program Application and notify you of your acceptance or rejection.

3.7 We may reject your Program Application in our discretion.

Intellectual Property.

3.8 All information, data, artwork, text, video, audio, media files and images, and all other content displayed on or contained within the EG Affiliate Hub (collectively, the ‘Content’) are the property of Expedia, its affiliates, or its third-party licensors. Expedia, its affiliates or their third-party licensors, as applicable, retain all right, title and interest in and to the Content and all Intellectual Property Rights related thereto.

3.9 You do not have, nor does your use of the EG Affiliate Hub give you, any ownership interest in the Content or the EG Affiliate Hub. The EG Affiliate Hub and the Content are protected by U.S. and/or international intellectual property and/or proprietary rights laws, which may include copyright, trademark, patent or trade secret rights.

3.10 You may use the EG Affiliate Hub solely for your personal or internal business use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell the EG Affiliate Hub or any Content.

4. ACCOUNT CREATION

4.1 You acknowledge and agree that to participate in the Program, you are required to register for and maintain an Account to access the Administrator Site and/or the EG Affiliate Hub.

4.2 In relation to the creation of the Account, you warrant and represent to us that:

4.2.1 the Account Information that you provide to us is accurate, complete, valid (where applicable) and that you will maintain it in such condition on an ongoing and continuous basis; and

4.2.2 if you create an Account on behalf of an entity, such as your business or employer, you represent that you have the requisite legal authority to create the Account and bind that entity to these Terms and that you can provide evidence of such authority upon request.

5. ACCOUNT SECURITY

5.1 You acknowledge and agree that:

5.1.1 you shall be responsible for use your best efforts at all times to maintaining the security and secrecy of your Account Information and the username and password of your Account;

5.1.2 you may not assign or otherwise transfer your Account to any other Person or use anyone else's Account at any time to access the EG Affiliate Hub;

5.1.3 you are responsible for all activity from your Account;

5.1.4 you must notify Expedia immediately if you detect any unauthorized use of your Account; and

5.1.5 you shall be solely responsible for and hold us harmless from any losses or claims arising from or in relation to any breach of security of the username and/or password to your Account.

6. RESTRICTIONS ON ENROLMENT AND PARTICIPATION IN THE PROGRAM

Who May Not Enrol / Join.

6.1 Without our prior written approval, Ineligible Parties may not enrol or join in the Program or submit Program Applications.

6.2 If you become an Ineligible Party after you enrol in the Program, you agree to:

6.2.1 terminate your participation in the Program immediately; and

6.2.2 following such termination, keep confidential any Confidential Information provided to you during your enrolment in the Program.

7. INELIGIBLE SITES

7.1 At all times during your participation in the Program, you will ensure that your Partner Site(s) do not:

7.1.1 depict or promote: violence or sexually explicit material; material that is fraudulent, defamatory or obscene; or any material that contains misinformation/fake news;

7.1.2 reproduce content from other websites without express license or permission or without proper accreditation or reference where required;

7.1.3 use any method to falsely/illegally boost your social media engagement (e.g., in relation to number of likes, followers, comments);

7.1.4 appear incomplete – e.g., still under construction;

7.1.5 promote illegal activities or unlawful discrimination of any kind;

7.1.6 promote or contain any materials which infringe or assist others to infringe the Intellectual Property Rights of others;

7.1.7 contain any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable;

7.1.8 otherwise violate any applicable federal, state, local and international laws and regulation;

7.1.9 use any services or practices to mask or hide your IP address and/or your referring URLs;

7.1.10 contain any spyware, malware, adware, virus, worm, trojan horse, or other subversive, malicious, or harmful code, or any application not expressly and knowingly authorized by Users prior to being downloaded or installed on their computer or other device;

7.1.11 operate as a sub-affiliate network (i.e., operates a product or service that provides digital marketing services to one or more businesses), including influencers network (unless exceptional written approval has been granted by Expedia, at the discretion of Expedia);

7.1.12 operate as a travel agent;

7.1.13 copy or resemble the look and feel of Expedia / any Related Company of Expedia, or create an impression that your Site(s) are part of Expedia / any Related Company of Expedia; or

7.1.14 otherwise operate in a manner which Expedia deems unsuitable for the Program (as determined at Expedia's discretion) which Expedia communicates to the Partner.

(any Sites which fail to comply with the above restrictions are ‘Ineligible Sites’)

7.2 If a sub-affiliate network is granted approval by Expedia to participate in the Program, then the approved sub-affiliate network must ensure that its partners comply with these Terms.

8. FORFEITURE OF COMMISSION FOR INELIGIBLE PARTIES AND INELIGIBLE SITES

8.1 In the event that you or your Corporate Affiliates are or ever become an Ineligible Party and/or where you fail to comply with any other terms or conditions of these Terms, you acknowledge and agree that you shall not be eligible for Commission and that we may, without limiting any other right or remedy at law or in equity to which we may be entitled:

8.1.1 remove your Partner Site(s) from the Program and/or require the Administrator to do so;

8.1.2 require that you repay any payments made to you while the Partner Site was non-compliant and you agree to promptly make such repayment in accordance with our instructions; and/or

8.1.3 require the Administrator to withhold sums and/or require such repayments from you and you authorize the Administrator to take such actions in accordance with our instructions.

9. RESPONSIBILITIES REGARDING YOUR SITE

9.1 You are solely responsible for the Partner Site(s) including all content and other material that appears on the Site(s). For example, you are solely responsible for:

9.1.1 any use of the Travel Content, regardless of whether it is permitted by these Terms;

9.1.2 maintaining a privacy policy that adequately discloses to Users how you and third parties (including Expedia and other advertisers) track, collect, use, store, share, and disclose User data, serve advertisements, and use cookies, pixels, and other tracking technologies;

9.1.3 ensuring that all content on your Site does not violate or infringe any rights (including privacy, intellectual property, or other proprietary rights) of Expedia and/or a third party; and

9.1.4 ensuring that your display of the Travel Content and all Expedia Marks and any other information content or materials do not violate the Program Documentation or any agreement between you and any other person or entity.

9.2 In creating or publishing any content under these Terms, you shall:

9.2.1 exercise reasonable skill and care;

9.2.2 comply with:

(a) reasonable requests and instructions by Expedia;

(b) the social media guidelines and any other guidelines in respect of the use of social media that Expedia set out in Schedule 5 (Content Submission Guidelines), as updated by Expedia from time to time, and any other guidelines in respect of the use of social media that Expedia may stipulate from time to time; and

(c) all applicable laws, regulations and codes of practice in relation to marketing, advertising and content creation, including but not limited to the FTC Guidelines;

9.2.3 refrain from doing or saying anything which may reasonably be interpreted by Expedia as being prejudicial or detrimental to Expedia.

10. CONTENT.

10.1 Without prejudice to anything else herein and subject to Schedule 5, you may promote the Travel Products via content (including but not limited to social media posts, photographs, links, and videos ) which you either (i) post on your Partner Site; and/or (ii) submit to or designate to be displayed on our Sites, and which we may, in our sole discretion choose to display, or agree to be displayed in any media, now known or later devised (collectively, the ‘Content’). Where you submit or designate Content to be displayed on our Sites, you acknowledge and agree that the Content shall include all necessary images, recordings (audio or audio-visual), text and/or other creative materials. We may, upon acceptance of any Content, use, edit, copy, add to, delete, adapt, translate or otherwise modify the Content in any way we see fit. Where you post or submit any Content, you represent, warrant and guarantee that:

(a) you are at least eighteen (18) years of age;

(b) you are solely responsible for the Content and anything contained therein;

(c) the Content is your own original work

(d) the Content and any use on our part of the Content does not and will not infringe or violate any copyright, trademark, proprietary, privacy, publicity, terms of use, or other rights of any person or entity;

(e) you have and will maintain all necessary rights, consents, approvals, authorizations, and licenses to all content included in the Content to ensure that we may to use the Content and exercise the rights granted herein;

(f) you are not an employee of Expedia Group; and

(g) if the Content shows or references an accommodation (including but not limited to hotels or vacation rental properties) or an activity on our Site, that accommodation or activity is the same as the one linked to in the Content.

10.2 In exchange for accepting the Content, we may make a payment to you. Any such payment shall be made according to the following terms:

(a) we may, in our sole discretion, chose to pay you either a flat fee equal to an amount determined by us and communicated to you from time to time, and/or Commission in return for accepted Content;

(b) where we pay you Commission, it shall be payable in line with clause 16 of these Terms and Conditions.

(d) you are responsible for paying any applicable federal, provincial, state, local, income and withholding taxes, if any.

11. PROHIBITED CONDUCT

11.1 You agree that you will not:

11.1.1 use any link(s) that sends Users indirectly to the Expedia Sites via an intermediate site or webpage;

11.1.2 use any other method that impedes Users from determining which site or application they click within any Travel Content;

11.1.3 take any action that could reasonably confuse Users regarding: (i) our relationship with you; or (ii) the website on which any searching or booking of Travel Products is occurring (e.g., through the use of iFrames);

11.1.4 display any Travel Content or Expedia Marks within any pop-up or pop under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not the Partner Site;

11.1.5 mislead or misrepresent to Users as to the origin, affiliation or nature of the Partner Site(s), products or services;

11.1.6 use any Travel Content or any Expedia Mark in a manner (by proximity or otherwise) that implies endorsement or commercial association by Expedia with any product, service, party, or cause;

11.1.7 take any action to register as a trademark or domain name any Expedia Mark or any mark or domain name that contains, is confusingly similar to, or otherwise seeks to copy, benefit from, or interfere with our interests in Expedia Marks as either a trademark, domain name, or meta tag;

11.1.8 display or otherwise use any trade name, trademark, service mark, logo or other similar indicia of identity or source of any third party Travel Supplier in connection with the display of any Travel Content except in the form and manner provided by Expedia or in accordance with any trademark usage guidelines provided by such third parties;

11.1.9 attempt to artificially increase your Commission in any way (e.g., by causing any page of an Expedia Sites to open in a browser other than as a result of the User clicking on Travel Content on your Site or by artificially generating clicks, impressions, or bookings, whether by way of a robot, spider, scraper or software program or other automated means or any manual process for any purpose (e.g., other method designed to emulate a click by a real person);

11.1.10 violate the restrictions in any robot exclusion headers on the Affiliate and/or any Expedia Site, or bypass, circumvent, or avoid any measure employed to prevent or limit access to the Affiliate Hub and/or such Expedia Site;

11.1.11 take any action that Expedia deems imposes or may is likely to impose an unreasonable or disproportionately large load on the technology or infrastructure of Expedia (e.g., using scraping/caching or crawler type requests on Expedia's servers);

11.1.12 collect, use, or disclose personal information under or in relation to the Affiliate Program unless you have obtained all relevant consents to do so including that you will not knowingly collect, use, or disclose personal information from children who are under the appropriate age in any country;

11.1.13 request, obtain, store, cache, or otherwise use any account information used by our customers in connection with any Expedia Sites (including any usernames or passwords of Expedia customers);

11.1.14 engage in any deeplink to any portion of the EG Affiliate Hub for any purpose;

11.1.15 engage in any deeplinking, except in accordance with Section 14.3 of these Terms;

11.1.16 use or register any Expedia Marks or the names or trademarks of Expedia or its partners or any variant, misspelling, or similar characters thereof or any combination containing or script representing said terms in any trademark, trade name, reference, subdomain, site reference (e.g. www.expedia.partnersite.com or www.partnersite.com/expedia) or second level domain name (e.g. www.expedialike.com or www.exp3dia.net), unless previously approved by Expedia;

11.1.17 display Travel Content without linking to the Expedia Site;

11.1.18 use iFrames or similar functionality to display Travel Content or incorporate any part of the EG Affiliate Hub;

11.1.19 use any functionality that places a cookie on User's device, e.g., "frontdoors" and toolbars with such functionality;

11.1.20 engage in any marketing activities on behalf of us, any Related Company or our partners in connection with the Program, that are not expressly permitted by these Terms. For example, you will not use any Expedia Mark or Travel Content in any offline promotion or in any other offline manner (e.g., in any facsimile, direct mailing, text messaging, email or attachment to email, or other document, or on television, radio, or other offline media);

11.1.21 scrape, crawl or monitor the Expedia Sites, any other websites operated by Expedia, by any Related Company or by other partners through which Travel Content is available;

11.1.22 allow (and will take reasonable steps to prevent) any direct or indirect extraction, repurposing and/or aggregation of any Travel Content (including the use of Travel Suppliers' information and photos), Confidential Information, or any other data or information made available under these Terms;

11.1.23 use "Expedia" or any related logos from any Related Company in any tool bar activities/placements (for example by promoting discounts available on cashback sites);

11.1.24 allow any Travel Content, the names or trademarks of Expedia or a Related Company to be placed, displayed and/or used on any Partner Site that you do not own and operate under your own brands and for your own benefit (i.e. you cannot use any part of the Travel Content on sites that you operate for third parties/third party brands even if you own such sites, and on third party sites);

11.1.25 use any Travel Content in connection with providing others with the capability of and/or soliciting others to join a partner marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Expedia (e.g. you will not use Travel Content provided in relation to these Terms to set up/administer a sub-network of Partners or publishers (regardless of whether you own and/or own and operate sites on behalf of the intended third party partners or publishers); and

11.1.26 misuse or otherwise infringe any trademarks of any Travel Supplier or any misspelling, variant, transliteration, script or substantially similar or confusingly similar version thereof by using or registering it as a domain name or sub-domain name.

11.2 If we or our Related Companies receive a request from a Travel Supplier, or a Travel Supplier imposes any requirements on us, that you cease bidding on or otherwise using any name or trademark of any such Travel Supplier, or to register a negative keyword of such Travel Supplier, then you shall, at our request promptly cease the use or bidding in question upon such name or names, or register such negative keyword.

Travel Content Comparison.

11.3 You shall not display any Travel Content in any context where the Travel Content is shown with similar information sourced from third parties (i.e. in meta search results) unless that third party information has been compiled on the same basis as the Travel Content. For example (and without limitation) Travel Content which includes Tax and/or fee inclusive pricing shall not be displayed with third party sourced similar pricing information which is exclusive of Taxes and fees.

Coupons and Vouchers.

11.4 You may not display Travel Content that includes coupon, voucher, or discount codes (‘Coupon Codes’) unless Expedia expressly provides the Coupon Codes to you via either email or via the Administrator Site or the EG Affiliate Hub. If Expedia provides Coupon Codes to you, you agree that:

11.4.1 you will comply with all applicable laws, including marketing and advertising laws;

11.4.2 you will only display the specific Coupon Codes that Expedia makes available to you;

11.4.3 you will not use any functionality whereby the User must click any link to reveal the Coupon Code; and

11.4.4 you may receive reduced Commission or no Commission for Consumed Verified Transactions in which the Coupon Code was redeemed in accordance with the applicable Commission information displayed on the Administrator Site or the EG Affiliate Hub (as applicable).

Search Marketing Coupon Requirements.

11.5 These terms have the following meaning:

11.5.1 ‘Coupon’ means an authorized promotion, explicitly approved by Expedia, whereby the customer must enter a Coupon Code at checkout to redeem the advertised discount or promotion;

11.5.2 ‘Deal’ means an onsite promotion, sale, or site-wide saving that is available to the public and does not require a Coupon Code to be entered for the customer to redeem the advertised discount or promotion.

11.6 At all times during your participation in the Program, you will ensure that your search engine optimization (‘SEO’) and search engine marketing (‘SEM’) activities related to Expedia comply with the following Search Marketing Coupon Requirements:

11.6.1 you will clearly differentiate in its copy between a Coupon and a Deal; and

11.6.2 you will align with Expedia's legal requirements for sales, Deals, promotions and Coupon advertisements, including but not limited to the following:

(a) advertising must be clear and accurate, not mislead, exaggerate, offend or cause harm;

(b) any messaging provided by Expedia for sales, Deals, promotions and Coupon advertisements must be used as provided without any edits or alterations;

(c) an offer like "Save up to $X" off should read as such and should not be expressed:

i) as a flat dollar amount off; or

ii) without stating any limitations applicable to the offer (e.g., "Save up to $500 when you book flight+hotel on Expedia" should not read "$500 off on Expedia packages");

(d) price guarantees offered by any brand must not be presented as a Coupon code or a site-wide Deal and is prohibited from being advertised in ad copy;

(e) Deals and/or Coupons advertised in SEO copy or SEM copy must match a relevant landing page on Expedia; and

(f) Partner shall display links to the full terms and conditions associated with Deals and Coupons.

11.7 You agree that you shall not undertake or engage in any of the following (each hereinafter referred to as ‘Prohibited Search Marketing Activities’):

11.7.1 Partner shall not promote unauthorized Coupons in its page title text or refer to illegitimate promotions that do not exist on Expedia Site;

11.7.2 Partner shall not promote unauthorised Coupons in its meta description or refer to illegitimate promotions that do not exist on Expedia Site; and

11.7.3 Partner shall not use Coupon and Deal related keywords in its Page Title Text and / or meta descriptions. These keywords can only be used in conjunction with a numerical keyword (25%, 10%, etc.) if it is: a) a legitimate offer on Expedia Site or, b) the Partner has explicit written approval from Expedia to promote an authorised Coupon campaign.

11.8 If your SEO activities and/or SEM activities are not in compliance with any of the requirements outlined in these Search Marketing Coupon Requirements (or any other terms and conditions of these Terms), or if you engage in any Prohibited Search Marketing Activities, we may, in our sole discretion and without limiting any other right or remedy to which we may be entitled:

10.8.1 remove the Partner Site from the Program;

11.8.2 terminate your participation in the Program and these Program Conditions;

11.8.3 withhold Commission on any booking(s) from commissionable lines of business when the booking is made in conjunction with Prohibited Search Marketing Activities; and/or

11.8.4 require you to refund any payments made by Expedia during such period of non-compliance.

Keyword Bidding.

11.9 Without Expedia's prior written approval you may not bid on, including for preferential placement in any search engine or other paid advertising, or otherwise use to drive consumers to your websites or businesses any Expedia Marks or any misspellings or variants of, or substantially similar names and marks to, any Expedia Brand. In addition, upon our request you will cause any search engine designated by us to exclude Expedia Marks from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding).

11.10 If Expedia gives you prior written approval to bid on the Approved Bidding Terms, you agree to comply with Expedia's TM+ Bidding Requirements.

11.11 You must not develop or use any browser extensions to:

11.11.1 display any unauthorised alerts, advertisements or other content to consumers including via toolbars, pop-ups, pop-unders or ad-injections on the Expedia Sites;

11.11.2 redirect a User's browser to another website via affiliate links; or

11.11.3 display advertisements or other content containing any trademarks (other than Expedia Marks where authorized) on the Expedia Sites.

11.12 You must not develop or use any browser extensions to engage in any activity that results in any names, brands or links unconnected to Expedia appearing in connection with Expedia Marks, including through the use of advertising supported software.

12. LIMITED LICENSE TO TRAVEL CONTENT, EXPEDIA MARKS AND RESERVATION OF RIGHTS

12.1 Subject at all times to the limitations set-out in these Terms and your compliance with these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to reproduce and display on the Partner Site:

12.1.1 Travel Content; and

12.1.2 Expedia Marks,

for the sole purpose of referring Users to the Expedia Site(s). You agree that any use of the Expedia Marks will comply with the relevant Trademark Usage Guidelines.

12.2 You acknowledge that Expedia owns all right and interest in the Expedia Marks and that any rights created by your use of the Expedia Marks pursuant to this Agreement shall inure to the benefit of Expedia.

12.3 You further agree not to use any Expedia Marks other than as permitted here and always in accordance with the applicable Trademark Usage Guidelines, and that you shall not adopt or use any misspelled, typo-variant, transliterated, or substantially or confusingly similar version of:

12.3.1 any Expedia Marks; or

12.3.2 the other marks, URL, trade name, trademark, logo, or branding of Expedia, any of its partners, or of any third party in any unauthorised manner whatsoever (including as part of any trademark or domain name, in any meta-tags, search engine advertising, marketing or optimization, any other online or offline marketing, or in any advertising, press releases, etc.).

12.4 You may not adopt or use any Expedia Marks or any misspelled, typo-variant, transliteration, or substantially or confusingly similar version of any Expedia Marks as your domain name or as part of your domain name.

You may only use, display or refer to any Expedia Marks, domain name, URL, or trade name in the form provided by Expedia pursuant to these Terms and the Trademark Usage Guidelines in connection with the offering of Travel Content provided by Expedia on Partner Sites, during the course of your participation in the Program.

12.5 All such use, display or references must cease immediately and any pages or references must be removed immediately upon the termination of your participation in the Program or relationship with Expedia.

12.6 You will not register, license or control any domain name containing any Expedia Mark or any misspellings or variants of, or substantially similar names or marks to, an Expedia Mark.

12.7 You must not use any Expedia Marks in metatags on any website that you own or operate.

12.8 Other than the limited licence and rights granted under these Terms, Expedia reserves all rights, titles and interest not expressly granted to You.

12.9 No rights or title to, ownership of, or interest in the Affiliate Program, the Travel Content, any Expedia Marks or domain names of Expedia or its partners, or any intellectual property related to the Affiliate Program are transferred to you under these Terms or otherwise.

12.10 All goodwill from your use of the Expedia Marks will inure to the benefit of us.

13. OUR RIGHTS TO THE CONTENT

13.1 By submitting Content as contemplated herein, including any related questions, comments, suggestions, ideas or the like contained in any Content, you:

a. hereby grant us a non-exclusive, royalty free, fully paid, worldwide, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) right and license to: (a) use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly display the Content (whether before or after the date of grant of permission) throughout the world for any purpose in any media or form now known or hereafter devised; and (b) use the name that you submit in connection with any Content, if necessary. To the extent allowable by applicable law, if you hold "moral rights" (including rights of attribution or integrity) in the Content, you expressly either (a) waive all "moral rights" that may subsist in the Content; or (b) expressly consent to the publication, use, modification, deletion, or exploitation of the Content by us without regard to those "moral rights." For any voice, image or likeness of any individual in the Content, you hereby grant us a non-exclusive, royalty free, fully paid, worldwide, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) right and license;

13.2 If you are featured in the Content, you hereby grant to us and our affiliates (‘Authorized Parties’), a non-exclusive, perpetual, irrevocable, worldwide license to use your name, social media links and/or handles, pseudonym, biographical facts, voice, statements, photograph and likeness (collectively, Personal Material), alone or combined with any material, in any media, now known or hereafter developed, in connection with and for our marketing, promotional and advertising purposes. You understand that if you are a resident of the EU, UK, Brazil, Thailand, or other relevant jurisdiction, you may have the right to withdraw your consent at any time to the use of your Personal Materials by contacting EG via PrivacyTeam@expedia.com.

14. PROGRAM REQUIREMENTS AND DOCUMENTATION

14.1 By participating in the Program, you agree that you are and will remain in compliance with:

14.1.1 these Terms;

14.1.2 any relevant agreement on APIs (‘API Agreement’);

14.1.3 any other policies, specifications, guidelines, and other materials that we reference in these Terms, or which we inform you via a 30-day previous notice that you are required to comply with from time to time; and

14.1.4 any applicable laws.

(collectively, the ‘Program Documentation’).

14.2 You agree to provide us with all information requested by us to verify your compliance with any and all of the Program Documentation. If we determine, acting reasonably, that you or any person or entity that we determine is affiliated or associated with you breached any of the terms in the Program Documentation, we may, without limiting any other right or remedy to which we may be entitled, give you a 30-day notice to:

14.2.1 remove the Partner Site(s) from the Program or require the Administrator to do so; and

14.2.2 terminate their participation in the Program and terminate all related agreements.

14.3 If you are based in continental Europe and in the United Kingdom and you disagree with our decision, please reach us at affiliatehubsupport@expediagroup.com.

15. AUDIT

15.1 For so long as you are a participant in the Program and for a period of 2 years thereafter, you acknowledge and agree that you shall (and shall procure that your Corporate Affiliates shall) retain copies of all books, systems, reports, practices, data, records and documents which relate to your participation in the Program (‘Audit Items’).

15.2 Where we (acting reasonably and in good faith) suspect that you may have committed:

15.2.1 a breach of these Terms;

15.2.2 fraud; and/or

15.2.3 a breach of applicable laws,

you acknowledge and agree that you shall permit and/or shall procure that any relevant third party permits us with access to, and/or are provided copies of (in each case as we may request), such Audit Items and such of your and your Corporate Affiliates' systems, websites and tools as we may reasonably require that you provide to us, for the purpose of investigating and verifying the same.

15.3 We shall use our audit rights under this Section 13 solely for the purpose of conducting such investigation and verification.

16. DISPLAYING TRAVEL CONTENT

16.1 Expedia and/or the Administrator may from time to time provide you with access to certain links, at Expedia's discretion (which may include an API feed, data feed, search box, coupon code, search engine module, deals module, widget or such other links as may be provided to you) (‘Program Links’).

16.2 You acknowledge and agree that you will not alter, modify or otherwise change the Program Links without Expedia's prior written consent. For example, you may not use a URL shortener that obscures that the Program Link links to the Expedia Sites. Expedia may also provide you with access to Travel Content for display on your Site(s) from one or more of the following sources:

Deeplinks.

16.3 The ‘Deeplink Generator’ is a tool that allows you to generate a direct link to a webpage (e.g. the infosite page for a certain hotel) within the Expedia Site. If Expedia provides you with access to the Deeplink Generator, you agree not alter, modify or otherwise change the Deeplinks created by the tool.

16.4 Your use and display of the Deeplink Generator will comply with any usage guidelines that we may provide to you from time to time.

Data Feed.

16.5 Expedia's data feed is a feed that contains descriptive content regarding accommodation and other travel services (the ‘Merchandising Content’) available for booking through the Expedia Site(s) that is available through a flat file generator, an Expedia interface (i.e., any Expedia Site from which You can download the content in form of an excel file) or an XML interface (‘Data Feed’).

16.6 If we provide you with access to the Data Feed or any Merchandising Content, you agree that any display of such content by you shall be without amendment or alteration of any kind and that the same shall be displayed solely for the purpose of linking directly from your Sites to an Expedia Site and promoting the Travel Products.

16.7 You also agree to comply with any usage guidelines that we may provide to you from time to time.

Widget Generator.

16.8 The ‘Widget Generator’ is a tool that creates widgets that enable Users to search for Travel Products. If we provide you with access to the Widget Generator or any widget, you agree that any display of such content by you shall be without amendment or alteration of any kind and that the same shall be displayed solely for the purpose of linking directly from your Sites to Expedia and promoting the Travel Products.

16.9 You also agree to comply with any usage guidelines that we may provide to you from time to time. Expedia reserves the right to make changes to any of the content (including but not limited to logos, images and other components) within our Widget Generator even once placed on your website

Banners.

16.10 This is a tool that creates banners that enables Users to link through Expedia Sites. If we provide you with access to this tool, you agree that:

16.10.1 the use of the tool code and any display of the banner by you shall be without amendment or alteration of any kind, and

16.10.2 the banner shall be displayed solely for the purpose of linking directly from your Sites to Expedia and promoting the Travel Products.

16.11 You also agree to comply with any usage guidelines that we may provide to you from time to time. Expedia reserves the right to make changes to any of the content (including but not limited to logos, images and other components) within our banners even once placed on your website.

16.12 You represent and warrant that you own or have the necessary legal rights to use and display the banners and all Intellectual Property Rights therein, including but not limited to trademarks, trade names, copyright, domain names, URLs, and website links, and that your use and display of the banners will not violate or infringe upon any intellectual property right of any person or entity.

Application Programming Interfaces.

16.13 Expedia's proprietary application programming interfaces (each a ‘Program API’) permit authorized users to access and use Travel Content determined by Expedia in its discretion.

16.14 Subject always to these Terms, Expedia may grant you a revocable, non-exclusive, non-sublicensable (whether to a corporate affiliated party or otherwise), non-transferable, royalty-free, license to:

16.14.1 use the Program API and the API Specifications (as defined below); and

16.14.2 use, distribute, reproduce, perform and display the Travel Content provided through the Program API,

in each case solely in accordance with and for the purposes set out in these Terms.

16.15 If we provide you with access to any Program API, you acknowledge and agree that:

16.15.1 the Program API integration at is your own cost;

16.15.2 Expedia may from time to time on reasonable notice to you at your own cost take such steps as are required to integrate any modifications to the Program API into Partner Sites to a new version of the Program API;

16.15.3 you will comply with any specifications regarding the use of the Program API (‘API Specifications’) that Expedia may provide to you from time to time;

16.15.4 you will not attempt to alter the Program API in any way without Expedia's prior written consent, including but not limited to any alterations that would change the manner in which pricing for Travel Products is displayed;

16.15.5 you will not copy, adapt, reverse engineer, decompile, disassemble, modify the Program API or attempt to do so, or permit any third party to do so;

16.15.6 you will not make or attempt to make any error corrections whatsoever to the Program API without Expedia's prior written consent;

16.15.7 you will ensure that any booking of Travel Products searched through any Program API will always take place on the Expedia Site(s); and

16.15.8 you will comply with any additional Program API policies, guidelines and best practices that we may make available to you from time to time (including via the EG Affiliate Hub).

16.16 Unless otherwise specified by Expedia, and subject always to the requirements in these Terms, the positioning, placement, frequency and other editorial decisions related to the display of Travel Content on your Site shall be made by you.

16.17 You are solely responsible for the display of any Travel Content on the Partner Site(s) and ensuring that the Travel Content is formatted in a manner which allows Expedia and the Administrator to track referrals of Users from the Partner Site(s).

16.18 You will not display any Travel Content in any translated format without Expedia's prior written consent and will promptly remove and/or update any outdated Travel Content (e.g., expired coupon codes, offers, and deals).

16.19 You will promptly remove any Travel Content displayed on the Partner Site upon instructions from us, which we may provide for any or no reason.

16.20 From time to time, Expedia may request that you display Travel Content and/or other content not expressly covered by these Terms.

16.21 The Partner:

16.21.1 will serve and display such content pursuant to an insertion order (‘Insertion Order’) initiated by Expedia in the form of the template in Schedule 4,

16.21.2 shall ensure that all persons performing the services are properly trained, qualified and experienced to perform the same, and

16.21.3 perform the services in an efficient and expeditious manner and shall ensure that all persons performing any services are properly trained, qualified and experienced to perform the same.

16.22 The terms of all effective and mutually-signed Insertion Orders are incorporated into the agreement we have with you under these Terms, provided always that these Terms shall control over any conflicting terms in an Insertion Order, except that any Commission set forth in an Insertion Order shall be effective for the purposes of such Insertion Order only.

17. PUBLICITY

17.1 You agree that you will not release any publicity, advertisement, news release, or public announcement, regarding any aspect of your participation in the Affiliate Program or the relationship between the Partner and Expedia without Expedia's prior written approval.

16. COMMISSION
 
16.1 Defined terms specifically relevant to the Commission are set out in Schedule 2 of these Terms.
 
16.2 As a Partner in the Programme, you may earn the commission specified on the Administrator Site/EG Affiliate Hub for certain Qualifying Transactions, which might be based on (by way of example only): 
 
16.2.1 Gross Booking Value or Net Transaction Value;
 
16.2.2 Net Rental Amount (for Vrbo/Stayz/Bookabach/Abritel/Fewo-Direkt);
 
16.2.3 Net Revenue (for Vrbo/Stayz/Bookabach/Abritel/Fewo-Direkt); or
 
16.2.4 any other values, including, a combination of these values,
(together ‘Commission’).
 
16.3 You will only be entitled to receive Commission for Qualifying Transactions in accordance with these Terms and at the levels set out on the Administrator Site and/or the EG Affiliate Hub at the relevant time. If any levels of Commission set out on the Administrator Site and/or the EG Affiliate Hub are amended, you will be notified in writing in accordance with Section 2.3.
 
16.4 You will be paid the Commission earned for each month via the Administrator. You acknowledge and agree that any and all calculations regarding Commission shall be treated as final (subject always to Sections 16.12 and 16.13).
 
16.5 We will be entitled to withhold the payment of any Commission until each of the following conditions precedent are satisfied:  
 
16.5.1 the aggregate Commission due to you in a calendar month exceeds the following minimum payment thresholds: £20/US$30/€30 per currency per month. A payment matrix of minimum threshold amounts is available on request for all other currencies. For the avoidance of doubt, Commissions earned below such threshold in any month shall be carried forward to the following month.
 
16.5.2 you have been approved to enrol in the Affiliate Programme on the Administrator Site and created an account in accordance with Sections 3 and 4 of these Terms; 
 
16.5.3 you provide the information requested by the Administrator to electronically transfer funds to you; 
 
16.5.4 you have provided the Administrator with current information relating to your tax status (including tax registration status, postal address and organisation name), and to ensure the payment details in the EG Affiliate Hub are correct at all times; and 
 
16.5.5 you issue an invoice to the Administrator in the exact amount shown on the corresponding request for payment from the Administrator. 
 
16.6 You expressly acknowledge and agree that if you do not draw down funds or provide sufficient information for Administrator to electronically transfer funds to you, the following process shall apply:
 
16.6.1 If a self-bill has been generated by you, but Administrator has been unable to transfer payment:
 
(a) the Administrator shall attempt to contact you a reasonable number of times, using the contact details you  have provided, to inform you of the inability to make payment into your account; and 
 
(b) not less than eighteen (18) months from the date that the self-bill was raised, the Administrator shall send a letter to the address provided by you, granting you thirty (30) days to provide the information the Administrator requires to enable payment.
 
16.6.2 If you have not generated a self-bill then: not less than eighteen (18) months from the date that the funds are available for you to raise a self-bill, the Administrator shall send a letter to the address provided by you, granting you thirty (30) days to raise a self-bill and ensure the correct details have been provided for payment to be made. 
 
16.7 If any funds remain unclaimed for more than eighteen (18) months, Expedia and/or the Administrator will make reasonable attempts to contact you to claim payment. If any amount remains unclaimed for more than eighteen (18) months after Expedia and/or the Administrator’s reasonable attempts, such unclaimed funds will be returned to Expedia for processing, including potential reporting and remittance as unclaimed property. If any and all value added (VAT), goods and services, sales, use, excise, gross receipts vehicle hire, consumption, services and any other similar tax, duty, imposition, fee or charge, however designated, that is not imposed on, measured by, or based on gross or net income (‘Transaction Tax’) applies to the Commission, and if information related to your Transaction Tax status changes (including Transaction Tax  registration status, Transaction Tax  number (if applicable), address and organisation name or if you cease to be registered for Transaction Tax, if you transfer your business as a going concern or become registered under another Transaction Tax number), then you shall promptly inform the Administrator of such change and ensure that your details are correct at all times. The Administrator confirms that it is authorised by the relevant tax authorities to raise Transaction Tax invoices on your behalf (subject to agreement with you). 
 
16.8 You therefore agree:
 
16.8.1 not to issue Transaction Tax invoices to the Administrator for Commissions earned; and
 
16.8.2 that the Administrator shall raise self-billing Transaction Tax invoices on your behalf for the duration of these Terms.
 
16.9 You shall ensure that the payment details in the EG Affiliate Hub are correct at all times. The Administrator will not be responsible for any mis-payment or return of Commission where you have submitted incorrect bank details to the Administrator.
 
16.10 Where the transfer of funds to you incurs bank charges, the Administrator reserves the right to pass on such charges to you.
 
16.11 Where you request payment in a currency other than the currency the Programme is tracked in, the Administrator shall convert the Commission paid by Expedia in the original currency to the requested currency at a reasonable market rate.
 
16.12 If you (acting reasonably and in good faith) dispute any Commission, you must notify us promptly in writing (and no later than ninety (90) days from receipt of the Commission) and provide reasonable supporting evidence. If you fail to raise a dispute in writing by this date, you shall waive your right to dispute any such Commission. 
 
16.13 Upon receipt of your notice under Section 16.12, we shall investigate, and both parties shall negotiate in good faith to attempt to resolve the dispute promptly. If we are unable to resolve the dispute within sixty (60) days of your notice of dispute, the dispute shall be resolved in accordance with Section 28.3. 
 
16.14 The raising of a dispute shall not affect your obligation to pay any amounts due to us, and nothing in this clause shall prevent us from commencing court proceedings or seeking interim relief.
 
16.15 You acknowledge and agree that if you receive Commission for transactions that are determined by us or the Administrator to be Void Transactions, we may deduct and set-off from the Commission owed to you in any month, any payments which were previously made for such Void Transactions. We may also require you to refund to us any amounts that we and/or the Administrator may have overpaid to you in prior periods including, without limitation, amounts paid for Void Transactions.
 
17. SUSPENSION
 
17.1 If you materially breach or if we, in good faith, believe that you have materially breached or are likely to materially breach these Terms, we shall provide you with notice stating that we intend to take any of the following suspension actions and provide our reasons for doing so. If your breach is remediable, you must remedy the breach within five (5) days of receiving notice. If you do not remedy your breach within five (5) days of receiving notice, or if the breach cannot be remedied, we will be entitled to suspend: 
 
17.1.1 your participation in the Programme; 
 
17.1.2 your access to the Tools and/or Expedia Content;
 
17.1.3 the licences granted to you by us; however, if your breach constitutes fraudulent or illegal activity, exposes us to third-party liability or may cause harm to Travellers, then we may suspend with immediate effect on notice to you. 
 
17.2 Such a suspension will remain in force and effect until such time as we notify you that: 
 
17.2.1 we are satisfied, acting reasonably, that the breach is remedied;
 
17.2.2 you may otherwise continue to access the Tools and/or Expedia Content and use the relevant licences; or 
 
17.2.3 we have decided to terminate your participation in the Programme. 
 
17.3 You must not attempt to access the Tools or Expedia Content, or use any licence(s) granted to you by us, while any such suspension is in force.
 
17.4 If we exercise our right of suspension under Section 17.1, we are also entitled, upon providing a written notice of the reasons for the same to you, to suspend the performance of our obligations under these Terms with immediate effect,  and such suspension shall not in any respect limit or be prejudicial to other rights or remedies which we may have under law. However, notwithstanding any suspension of our obligations under this clause, we remain obliged to make payments of any Commissions which are valid and earned by you on or prior to our provision of notice to you or suspension (whichever was earlier) under Section 17.1.
 
18. FORCE MAJEURE
 
18.1 Neither you nor us shall be liable to the other for any failure or delay in the performance of its obligations under these Terms (save in respect of any obligation to pay any amounts due and payable) to the extent that such failure or delay arises due to reasons beyond such party’s reasonable control, provided always that the affected party promptly notifies the other of the cause and likely duration of the failure or delay and takes all reasonable steps, including implementation of its business continuity and disaster recovery plan, to overcome the failure or delay as soon as possible. For the avoidance of doubt, hotel overbookings shall not be considered a force majeure event.
 
18.2 If either party fails to perform or is delayed in performing its obligations for ninety (90) days or more due to a force majeure event set out in Section 18.1, then either party shall be entitled to terminate these Terms forthwith upon written notice.
 
19. TERMINATION
 
19.1 Either party may terminate your participation in the Programme by providing thirty (30) days’ prior written notice. 
 
19.2 Upon any termination of your participation in the Programme for any reason, you acknowledge and agree that:
 
19.2.1 you shall only be entitled to those unpaid Commissions which are valid and which were earned by you on or prior to the date of termination;
 
19.2.2 you will not be entitled to Commission with respect to any amount of referrals delivered after the date of termination;
 
19.2.3 any and all licences you have with respect to the Tools, Expedia Content and Expedia Marks will automatically be terminated;
 
19.2.4 you will immediately stop using the Tools, Expedia Content and Expedia Marks and materials and promptly remove from your Site(s) and delete or otherwise destroy all links to the Expedia Site, all Expedia Marks and materials, all other Expedia Content and any other materials provided or made available by or on behalf of us to you in connection with the Programme; 
 
19.2.5 the licences and consent you have provided us under Sections 9.2.3 and 11.11 will automatically be terminated;
 
19.2.6 our acceptance of additional transactions obtained through the Partner Site(s) shall not constitute a continuation or renewal of the arrangement or a waiver of such termination; and
 
19.2.7 all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 20 (Confidentiality), 24 (Indemnification), 25 (Disclaimers), 26 (Limitation of Liability) and 28 (Miscellaneous) will survive the termination of your participation in the Programme and these Programme Conditions.
 
19.3 No termination of your participation in the Programme will relieve either party from any liability for any breach of these Terms or any liability which has accrued prior to termination.
 
20. CONFIDENTIALITY AND FEEDBACK
 
20.1 If you have entered into a valid and currently effective non-disclosure agreement with Expedia (or its Corporate Affiliate, as applicable) that covers exchanges of Confidential Information arising out of or related to your participation in the Programme (an ‘NDA’), then the terms of such NDA will govern and control all such exchanges of information. In the event of any conflict between the NDA and these Terms, then the terms of the NDA will take precedence in respect of confidential information.
 
20.2 If you have not entered into an NDA with us, then each party agrees that it will not disclose any Confidential Information that is disclosed to it (as ‘recipient’) by the other party (as ‘discloser’) (and that relating to the Administrator, whether disclosed by us or the Administrator) and that all Confidential Information will remain strictly confidential and will not be utilised, directly or indirectly, by the recipient for its own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process (provided that prior to such required disclosure, the recipient must seek the highest level of protection available and provide the discloser with reasonable advance notice). 
 
20.3 The term ‘Confidential Information’ includes, but is not limited to, business and financial information, customer and vendor lists, and pricing and sales information or information about any members of the Programme other than you. ‘Confidential Information’ will also include any information that is designated by the discloser as confidential or that a reasonable person would consider to be confidential.  All Confidential Information will remain the discloser’s exclusive property.  
 
20.4 You acknowledge that Commission-related information provided by us to you shall be considered Confidential Information for the purposes of these Terms, and you agree not to use (and to cause each of your group members not to use) any Commission-related information other than for the sole purposes of assessing the accuracy and completeness of such Commission for your financial accounting purposes. 
 
20.5 Without limiting the foregoing, you agree not to use such Commission-related information to prepare for or in connection with or during your discussions, negotiations or contracting with (and shall not provide any of our Commission-related information to) any of your existing or prospective supply partners (as applicable), and you shall not provide such Commission-related information to any of your personnel involved in or connected with the same. We reserve the right to require additional controls around our Commission-related information as we consider appropriate.
 
20.6 You may, from time to time, provide suggestions, comments or other feedback (‘Feedback’) to us, including in relation to the Affiliate Programme.  You agree that all Feedback you give us is and shall be given entirely voluntarily. Feedback shall not create any confidentiality obligation for us unless otherwise mutually agreed in writing.  
 
20.7 Except in instances where the Feedback has been designated confidential in such a separate written agreement, you acknowledge and agree that we shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to us as we see fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. In the event that we share Feedback with third parties, we will ensure it is anonymised and aggregated by combination with other Feedback such that you are not identifiable or re-identifiable, and no Feedback is specifically attributable to you.
 
21. PRIVACY
 
21.1 Any personal data processed in connection with these Terms will be processed by each Party in its capacity as an independent and autonomous controller. Each Party will comply with the data protection requirements that apply to it as set out in the Affiliates Controller to Controller Agreement which can be found on our Partner Privacy and  Data-Handling Requirement set out in https://www.expediagroup.com/who-we-are/corporate-standards/partner-privacy-data-handling-requirements/default.aspx (as amended from time to time, provided that no changes to the Requirements will be deemed to take effect against you after the date on which you have last accepted these Terms without notice to the extent such changes: (a) are not required by Applicable Data Protection Laws or (b) otherwise have a material adverse impact on you, unless they have been accepted by you) (the ‘Requirements’). The Requirements are incorporated into these Terms by reference and a material breach of them will be a material breach these Terms. Terms not defined in this paragraph will have the meaning given to them in the Requirements. 
 
22. COMPLIANCE WITH APPLICABLE LAWS
 
22.1 Each party agrees to comply with all laws, ordinances, rules, regulations, orders, licences, permits, judgments, decisions and other requirements of any governmental authority that are applicable to the Programme and its participation or involvement in it.
 
22.2 You warrant and represent that you are solely responsible for maintaining all licences, consents, permissions and financial security arrangements necessary in respect of any bookings made through the Expedia Site(s) in combination with other travel services or products arranged by you or a third party, including (where applicable) as required to comply with the requirements under the PTD (in your capacity as ‘organiser’) and all relevant local implementations of it, and any other current or future laws relating to package travel or LTAs in any jurisdiction as applicable.
 
23. RESTRICTED PERSONS
 
23.1 You warrant and represent on a continuing basis that you, your Corporate Affiliates and the Representatives of you and your Corporate Affiliates: 
 
23.1.1 are not incorporated, headquartered or ordinarily resident in a country or region subject to comprehensive restrictions under Economic Sanctions (including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine); and
 
23.1.2 are not a Restricted Person.
 
23.2 You shall notify us immediately in the event there is a change to your status or the status of any of your Corporate Affiliates in relation to this Section 23 at any time, including any changes which mean that you or your Corporate Affiliate(s) is or begins operating in a country or region subject to comprehensive restrictions under Economic Sanctions.
 
23.3 You acknowledge and agree that you shall notify us immediately if, at any time, you commence operating in any other country considered high risk from an Economic Sanctions perspective (including Russia, Ukraine and Venezuela). 
 
23.4 You acknowledge and agree that you shall (and shall procure that your Corporate Affiliates and Representatives shall): 
 
23.4.1 comply with all Economic Sanctions in the course of your participation in the Programme; 
 
23.4.2 not act for or on behalf of, facilitate any activity involving, or otherwise engage or deal with any Restricted Person in relation to the Programme or the performance of your obligations under these Terms; and 
 
23.4.3 not act or refrain from acting in such a way so as to bring Expedia or our Corporate Affiliates into breach of, or expose Expedia or our Corporate Affiliates to penalties under, any Economic Sanctions and shall co-operate with us in such regard.  
 
23.5 You acknowledge and agree that under these Terms and in relation to the Programme, Expedia shall not be required to act or refrain from acting in any way that would be, in Expedia’s sole judgement, prohibited by or penalisable under any Economic Sanctions.
 
23.6 You shall be liable for any breach of this Section 23 by you or your Representatives or act made by you or your Representatives, that would otherwise threaten to bring Expedia or our Corporate Affiliates into breach of any Economic Sanctions.
 
23.7 Upon written request and no more than once a year, you shall complete a questionnaire of reasonable length or another form of risk review regarding your compliance with this Section 23 and Economic Sanctions.
 
23.8 You shall notify us immediately of any breach of this Section 23.
 
24. INDEMNIFICATION
 
24.1 You agree to indemnify, defend and hold harmless Expedia and our Related Companies, and their directors, officers, employees, agents (collectively the ‘Indemnified Parties’), against any and all claims brought by any third party (including the Administrator), actions, demands, liabilities, losses, damages, fines, judgments, settlements, costs and expenses (including reasonable solicitors’ or other professionals’ fees) (collectively ‘Losses’) resulting in whole or in part from: 
 
24.1.1 any claim that our use of your trademarks or any other materials or content you provide to us violates, infringes, misappropriates or otherwise wrongfully exploits any Intellectual Property Rights or other proprietary rights of any third party;
 
24.1.2 any material breach of these Terms; 
 
24.1.3 any claim related to your Site(s) or advertising practices; 
 
24.1.4 your negligence or wilful misconduct;
 
24.1.5 content other than Tools, Expedia Content and Expedia Marks (including any contaminated file, virus, worm or Trojan horse) originating from your Site(s);  
 
24.1.6 your violation of any law in connection with these Terms; and/or 
 
24.1.7 your use of the EG Affiliate Hub, the Administrator’s Site (and/or the Administrator’s other technology) and/or Tools and Expedia Content.
 
24.2 We agree to indemnify, defend and hold you harmless against any and all claims brought by any third party (including the Administrator) for Losses (defined in Section 24.1) directly resulting, in whole or in part, from any claim that your use of our Tools or Expedia Content in accordance with these Terms, violates, infringes, misappropriates or otherwise wrongfully exploits any Intellectual Property Rights or other proprietary rights of any third party.
 
24.3 You acknowledge and agree that Indemnified Parties shall be deemed intended third-party beneficiaries under these Terms, for the purposes of this Section 24, and that they shall be entitled to enforce their rights under this Section 24 against you.
 
25. DISCLAIMERS
 
25.1 YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING WITHOUT LIMITATION, AUSTRALIAN CONSUMER LAW), OTHER THAN AS EXPRESSLY SET OUT HEREIN, EXPEDIA DOES NOT MAKE ANY PROMISES ABOUT THE AFFILIATE PROGRAMME. FOR EXAMPLE, EXPEDIA DOES NOT MAKE ANY COMMITMENTS ABOUT THE TOOLS AND CONTENT WITHIN THE AFFILIATE PROGRAMME, INCLUDING THE EXPEDIA CONTENT, THE SPECIFIC FUNCTION OF THE AFFILIATE PROGRAMME OR ITS PROFITABILITY, RELIABILITY, AVAILABILITY OR ABILITY TO MEET PARTNERS’ NEEDS. EXPEDIA PROVIDES THE AFFILIATE PROGRAMME, TRAVEL PRODUCTS, EXPEDIA CONTENT, EXPEDIA SITES AND EXPEDIA MARKS ‘AS IS’. 
 
25.2 To the maximum extent permitted by applicable law (including without limitation, Australian Consumer Law), the opportunity to participate in the Programme, your access to the EG Affiliate Hub and the Administrator Site, and all associated licences which we extend to you in relation to the same, are, except as otherwise expressly set out herein, provided without any warranty (either express or implied) or implied term of any kind, including any implied warranties or implied terms of satisfactory quality, fitness for a particular purpose or non-infringement. 
 
25.3 Expedia makes no guarantees, warranties or representations of any kind concerning the Programme, the EG Affiliate Hub and/or any associate licences which we extent to you in relation to the same, except where a particular guarantee or warranty cannot be excluded under applicable law. 
 
26. LIMITATION OF LIABILITY
 
26.1 BOTH PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) RELATED TO THESE TERMS OR THE PROGRAMME, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, EACH PARTY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS AND THE PROGRAMME WILL NOT EXCEED THE TOTAL COMMISSION PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO THE CLAIM OCCURRED. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 
 
26.2 Expedia will not be liable for any inaccuracies except when it was caused or contributed to by a negligent or fraudulent act of Expedia.
 
26.3 NOTHING IN THESE PROGRAMME REQUIREMENTS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR:
 
26.3.1 DEATH OR PERSONAL INJURY; 
 
26.3.2 FRAUD OR FRAUDULENT MISREPRESENTATION; OR 
 
26.3.3 ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, AUSTRALIAN CONSUMER LAW).
 
27. CONTRACTING ENTITY
 
By entering into these Terms, you are contracting with, and all references to ‘Expedia’ in these terms mean, the Contracting Entities below. 

 

BrandPoints of salesContracting Entities
ExpediaAllExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
Hotels.comAllTravelscape, LLC, a corporation located at 5000 W. Kearney Street, Springfield, MO 65803, United States of America
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachUnited States, Canada, Latin America (excluding Brazil) and EuropeHomeAway.com, Inc., a corporation located at 11920 Alterra Parkway, Austin, TX 78758, United States of America
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachUnited KingdomHomeAway.com, Inc., a corporation located at 11920 Alterra Parkway, Austin, TX 78758, United States of America
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachUnited KingdomHomeAway UK Limited, a corporation located at Angel Building, 407 St. John Street, London EC1V 4EX, United Kingdom
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachAsia-Pacific (excluding Australia and New Zealand)Homeaway Emerging Markets Pte. Ltd., a corporation located at 38 Beach Road, South Beach Tower #09-13, Singapore 189767
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachBrazilQualimídia Veiculação e Divulgação Ltda, a corporation located at Rua Joaquim Floriano 413, 18. Andar, Itaim Bibi, São Paulo, CEP 04534-011, Brazil
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachAustraliaStayz Pty Limited, a corporation located at Level 17, 1 Martin Place, Sydney NSW 2000, Australia
Vrbo, including Abritel and FeWo-direkt, Stayz and BookabachNew ZealandBookabach Limited, a corporation located at Suite 18.2, 1 Albert Street, Auckland 1010, New Zealand
TravelocityAllExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
TravelocityAllTravelscape, LLC, a corporation located at One Summerlin, 1980 Festival Plaza Drive, Suite 230, Las Vegas, NV 89135, USA
OrbitzAllExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
OrbitzAllOrbitz, LLC, a corporation located at 500 W. Madison St., Suite 1000, Chicago, IL 60661, USA
CheapTicketsAllExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
CheapTicketsAllOrbitz, LLC, a corporation located at 500 W. Madison St., Suite 1000, Chicago, IL 60661, USA
WotifAllExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
LastminuteAustralia and New ZealandExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
ebookersAllExpedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA 98119, United States of America
 
 
28. MISCELLANEOUS PROVISIONS
 
28.1 Any notice which you provide to us shall only be effective if it is in writing and received by us at the following email address: affiliatehubsupport@expediagroup.com.
 
28.2 These Terms shall be governed by and construed in accordance with Washington law. Both parties irrevocably submit to the exclusive jurisdiction of the state and federal courts of King County, Washington, in the United States of America. 
 
28.3 In any action, suit or proceeding to enforce any right or remedy under these Terms or to interpret any provision of these Terms, the prevailing party will be entitled to recover its reasonable solicitors’ fees, court costs and other expenses from the other party.
 
28.4 Whenever used in these Terms, the terms ‘include(s)’, ‘including’, ‘e.g.’ and ‘for example’ mean, respectively, ‘include(s), without limitation’, ‘including, without limitation’, ‘e.g. without limitation’, and ‘for example, without limitation’. 
 
28.5 Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under these Terms, may be made, taken or given in our reasonable discretion. In the event of a conflict between these Terms and the API Agreement (if any), these Terms will take precedence. 
 
28.6 In the event of a conflict between these Programme Requirements and the API Agreement (if any), these Programme Requirements will take precedence except that the API Agreement will control with respect to your use of the Programme API, Data Feed and Deeplink Generator.
 
28.7 You agree that no joint venture, partnership or employment relationship exists between you and Expedia as a result of these Terms or use of the EG Affiliate Hub. Each party’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits a party’s right to comply with law enforcement or other governmental or legal requests or requirements.
 
28.8 If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. A party’s failure or delay in enforcing any provision of these Terms at any time does not waive that party’s right to enforce the same or any other provision(s) hereof in the future.
 
28.9 A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial, arbitration or any other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters and/or data mentioned on the EG Affiliate Hub are not intended to represent any real individual, company, product or event.
 
28.10 Each party acknowledges that irreparable harm may result in the event of breach of these Terms and that monetary damages in such event could be inadequate to compensate the other party. Consequently, in the event of breach of any of these Terms, the other party is entitled, in addition to such monetary relief as may be recoverable, to such temporary, preliminary and/or permanent injunctive relief as may be necessary to restrain any continuing or further breach of these Terms, without showing or proving any actual damages or posting a bond or comparable security. Any rights not expressly granted herein are reserved.
 
28.11 If you are a consumer under the Australian Consumer Law, you have certain rights, including under the consumer guarantees. Nothing in these Terms limits, excludes or modifies any rights you have that cannot lawfully be limited, excluded or modified. Information about the consumer guarantees is available from the website of the Australian Competition and Consumer Commission.
 
29. ADMINISTRATOR’S CONTACT INFORMATION 
 
In these Terms, the details of the ‘Administrator’ shall be as follows: 
• Registered name: Performance Horizon Group Limited
• Email: affiliatehubsupport@expediagroup.com
 
Part B: Expedia Affiliate Programme TM+ Bidding Requirements*
 
30. BIDDING
 
30.1 You must not bid on:
30.1.1 the Expedia Marks;
30.1.2 the Approved Bidding Terms; or 
30.1.3 the Expedia Marks in conjunction with any other words. In exceptional cases, Expedia might initiate contact with you to grant consent to bid on the Approved Bidding Terms in writing.
30.2 Where consent is granted under Section 30.1.3, such consent may be withdrawn by Expedia at any time on reasonable notice to you. Upon receipt of such consent, the following requirements shall apply. 
 
31. NEGATIVE KEYWORD MATCHING
 
31.1 At our request, you will cause any search engine designated by us to exclude Expedia Marks from keywords used to display your advertising content in association with search results (e.g. request exclusion by negative keyword matching).
 
32. REQUIREMENTS
 
32.1 You agree to comply with the following requirements in connection with any bid on Approved Bidding Terms with any search engine:
32.1.1 you may not bid on any Expedia Marks words or any misspellings or variants of, or substantially similar names and marks to, any Expedia Marks;
32.1.2 you may not make any bid on any Approved Bidding Terms that exceeds an amount pre-approved by Expedia, and you shall make reasonable efforts to maintain the ad position pre-assigned by Expedia;
32.1.3 your search engine ad copy (‘SEM Copy’) must:
(a) accurately and prominently disclose any limitations or restrictions on the Deal or the Coupon; 
(b) comply with the Search Marketing Coupon Requirements; 
(c) be displayed so that the offer advertised in the SEM Copy is prominently featured on your Site; 
(d) not contain anything that could reasonably confuse Travellers regarding any restrictions or limitations applicable to the Coupon or Deal; and 
(e) not state or imply that a Coupon is needed or available to obtain any savings on the Expedia Sites when:
i) no coupon is necessary to obtain such savings; or
ii) such savings are applied to the booking price, automatically deducted at checkout without entering a code or awarded as a price match voucher for future travel.
 
33. VISIBILITY 
 
33.1 You agree to implement dedicated conversion tracking to the clicks generated from Trademark+ campaigns so that bookings made as a result of such clicks are clearly identifiable in the Administrator Site or EG Affiliate Hub (as applicable). 
 
33.2 You also agree to provide to Expedia weekly Google Ads reports direct from Google Ads. The report should include the following information: Date(s), Partner Name, Campaign, Keyword, Ad Group, Status, Destination URL, Max CPC and/or any other such metrics as may be notified to you by Expedia.

Date: 9 November 2023.

SCHEDULE 1 | DEFINITIONS

1.    DEFINITIONS

1.1    Under these Terms (unless the context otherwise requires), the following words and phrases shall have the following meaning:

Account  means your user account(s) for access to the Administrator Site and/or EG Affiliate Hub (as applicable);

Account Information  means the information that you provide to use when you register for an Account;

Administrator  has the meaning given in Section 29;

Administrator Site  has the meaning given in Section 2.1;

API Agreement  has the meaning given in Section 12.1.2;

API Specifications  has the meaning given in Section 14.14.3 ;

Approved Bidding Terms  means the terms set out here, as may be updated by Expedia from time to time;

Control or Controlled  means, with regard to any entity, the legal or beneficial ownership, directly or indirectly, of fifty percent (50%) or more of the shares (or other ownership interest, if not a corporation) of such entity through voting rights or through the exercise of rights pursuant to agreement, or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity;

Corporate Affiliate  means any person or entity that, directly or indirectly Controls, is Controlled by or is under common Control with a party;

Coupon Codes  has the meaning given in Section 10.3;

Data Feed  has the meaning given in Section 14.4;

Deeplink  means a link which goes directly to any web page in an Expedia Site other than the home page of that Expedia Site;

Deeplink Generator  has the meaning given in Section 14.2;

Economic Sanctions  means any of the economic or trade sanctions, export control or anti-boycott laws, regulations, orders, directives, designations, licences or decisions of the United Nations, European Union, United Kingdom, United States or any other country with jurisdiction over activities undertaken in connection with these Terms and/or your participation in the Programme;

EG Affiliate Hub  has the meaning given in the Introduction;

Email Publishers  has the meaning given in Section 9.3;

Expedia, we, us or our  means the entity or entities identified in Section 27 of these Terms (as applicable);

Expedia Content  has the meaning given in Section 3.11;

Expedia Sites  means the Expedia brand’s internet website(s), including mobile compatible websites and any related apps which are specified in the EG Affiliate Hub and/or Administrator Site;

Expedia Marks  means those trademarks, trade names and logos listed in Schedule 3 attached hereto, as may be changed from time to time, and all trade dress, domain names and URLs associated with those marks, names and logos;

Feedback  has the meaning given in Section 20.6;

FTC Guides  means the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising available at http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf and at http://www.ftc.gov/opa/2013/03/dotcom.shtm, and the rulings of the Advertising Standards Authority and the provisions of the British Codes of Advertising and Sales Promotion, and will not do anything contrary to such laws, regulations, rules and guidelines;

Indemnified Parties  has the meaning given in Section 24;

Ineligible Party  means: 

(i)    any party whose Partner Site is (or becomes) an Ineligible Site; or
(ii)    any successor, employee, agent or Corporate Affiliate of any Ineligible Party;

Ineligible Site  means any site that does not comply with the requirements set out in Section 7.1;

Intellectual Property or Intellectual Property Rights  means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, domain name or other Intellectual Property Rights laws, and all similar or equivalent rights or forms of protection, in any part of the world;

Insertion Order  has the meaning given in Section 14.19 ;

Losses  has the meaning given in Section 24.1;

Merchandising Content  has the meaning given in Section 3.11 ;

NDA  has the meaning given in Section 20.1;

Pandemic Event  means any delay or disruption caused by a pandemic (including, without limitation, the Covid-19 pandemic), including a shortage of any electricity or other utility, any embargo and/or any other trade restrictions, any delay/disruption caused in a supply chain and shortage/absence of Expedia employees and/or other personnel, provided that in each case the event occurs due to either:

(i)    any mandatory measures introduced by a government and/or local or regulatory authority; or
(ii)    implemented by Expedia (acting reasonably) intended to prevent or delay the spread of the pandemic;

Partner, you or your  has the meaning given in the Section 1.3;

Partner Site or Site  has the meaning given in Section 3.2.2; 

Personal Data  means any information that relates to an individual, including an employee, customer, Travellers, end user or any other individual, including: 
(i)    first and last name;
(ii)    home or other physical address; 
(iii)    telephone number; 
(iv)    email address;
(v)    identification number, location data or online identifier associated with an individual; 
(vi)    national identification number, credit or debit card number or account authentication data, such as passwords or PINs;
(vii)    employment, financial or health information; or 
(viii)    any other information relating to an individual, including cookie information and usage and traffic data or profiles, that is combined with any of the foregoing;

Programme API  has the meaning given in Section 14.12;

Programme Documentation  has the meaning given in Section 12.1;

Programme Requirements  has the meaning given in the Introduction;

PTD  means the Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements (‘Package Travel Directive’), as implemented in each European Member State and as amended from time to time;

Related Company  of Expedia means, in relation to Expedia, Inc., any other entity which directly or indirectly Controls, is Controlled by or is under direct or indirect common Control with Expedia from time to time, and any company that is from time to time: 

(i)    a holding company;
(ii)    a subsidiary; or
(iii)    one of its joint venture partners.
An Expedia, Inc. and/or an Expedia Related Company shall not be interpreted to include IAC/InterActiveCorp or any of its subsidiaries;

Representative  means the employees, directors, officers, consultants and agents of a Party or its Corporate Affiliates (as applicable);

Restricted Person  means an individual or entity listed on, or 50% or more owned or controlled, directly or indirectly, individually or in the aggregate, by any one or more parties on any of the following lists: the EU Consolidated List of Designated Parties, maintained by the European Union; the Consolidated List of Asset Freeze Targets, maintained by the HM Treasury in the United Kingdom; any other list of designated parties maintained by the EU or its Member States; the United States List of Specially Designated Nationals and Blocked Persons or the United States Foreign Sanctions Evaders List, maintained by the United States Treasury Department’s Office of Foreign Assets Control; the United States Entity List or the United States Denied Persons List, maintained by the United States Commerce Department’s Bureau of Industry and Security; or any list of parties subject to asset-freezing measures issued by the United Nations;

Search Marketing Coupon Requirements  means the requirements set out in Sections 10.4–10.7;

Tax/Taxes  means any and all federal, national, state, local, provincial and other taxes, imposts, duties, levies, assessments and other similar governmental charges and fees of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts;

Terms  has the meaning given in the Introduction;

Tools  has the meaning given in Section 3.1;

Trademark Usage Guidelines  means the guidelines regarding the usage of trademarks set out in Schedule 6 and as may be updated by Expedia in accordance with Section 11.1;

Travel Products  has the meaning given in Section 3.1;

Travel Products Content  has the meaning given in Section 3.10;

Travel Service(s)  means travel services offered through the Expedia Site(s) from time to time including hotel, car and package reservations;

Travel Supplier  means a third-party supplier of Travel Services such as an airline or provider of accommodation;

TM+ Bidding Requirements  has the meaning given in the Introduction;

Travellers  has the meaning given in Section 3.1; and

Traveller Data  means the Personal Data that is processed by a party in connection with these Terms.

Widget Generator  has the meaning given in Section 14.7;


SCHEDULE 2 | DEFINED TERMS FOR COMMISSION


1.    DEFINITIONS

1.1    If there is any inconsistency between the definitions in these Terms and the information provided to you on the Affiliate Hub and/or Administrator Site, the definitions in these Terms shall prevail.

Booked Transaction  means the booking of a Travel Service booked through an Expedia Site: 
(i)    that originates from a Click; 
(ii)    that is so booked within the Validity Period of a cookie being placed on the Traveller’s devices; and 
(iii)    for which the Click was the last action by the Traveller before the Traveller completed the transaction via the Expedia Site(s);

Click  means a Traveller completing a click via the Tools or on Expedia Content displayed on a Partner Site linking to the Expedia Sites and which is not a Void Click;

Commission  has the meaning given in Section 16.2;

Consumed Transaction  means a Booked Transaction that has been paid in full and consumed, and which shall be deemed to have immediately occurred where: 
(i)    for any standalone property booking, the check-out day of such stay has passed and the stay actually occurred;
(ii)    for any standalone flight booking, meaning a standalone air booking of a flight reservation service in respect of both domestic and international flights offered through the Expedia Site(s) where the last leg of a one-way or return flight has been completed 
(iii)    for any standalone hire car booking, when the hire car is returned; 
(iv)    for any activities or services booking, where the relevant activity has occurred or the service has been fulfilled (as applicable); 
(v)    for any package booking, when all travel components of the package have been completed in accordance with subsections (i) to (vi) of this definition; and 
(vi)    for any cruise booking, where the cruise booking has completed,
With respect to subsections (i)–(vi) of this definition, the date on which a transaction is deemed to a Consumed Transaction shall be the ‘Consumed Date’;

Consumed Verified Transaction  means a Consumed Transaction that has been verified by a relevant Expedia Related Company, excluding Void Transaction(s) during the Consumed Verification Period;

Consumed Verification Period  means a period of up to ninety (90) days following the relevant Consumed Date;

Gross Booking Value  means the total price paid for a Travel Service to an Expedia Related Company by Travellers effecting a Qualifying Transaction, including any Taxes and fees paid by such Travellers at the time of travel;

Net Transaction Value  means the total price paid for a Travel Service by Travellers effecting a Qualifying Transaction; excluding Taxes and fees paid by the Traveller at the time of booking and Taxes or fees paid by the Traveller at the time of travel;

Net Rental Amount  means the rental amount handled by Vrbo/Stayz/Bookabach/Abritel/Fewo-Direkt payments from a Traveller for a Qualifying Transaction (after any discount applied by the Traveller), excluding: 
(i)    taxes, tax recovery charges and other similar charges; 
(ii)    damage and security deposits; 
(iii)    any fees or charges; and 
(iv)    any payment for ancillary bookings, incidentals, add-ons or extras paid to the property which are paid by the Traveller;

Net Revenue  means the sum of only those fees and commissions actually paid to Vrbo/Stayz/Bookabach/Abritel/Fewo-direkt by the Traveller and/or the Travel Supplier, respectively less the deductions stated below.  These two amounts are the only amounts that will be used as the baseline from which the Commission (if based on Net Revenue) is calculated and all other payments, fees and transactions, regardless of their amount or the parties involved in them, are excluded from the computation of Commission (if based on Net Revenue) earned by the Partner, including: Taxes, tax recovery charges and other similar charges;  indirect revenues (such as subscription fees and other revenues generated from ancillary services);

Qualifying Transaction(s)  means:
(i)    in the case of ‘Cost-per-Click’ placements (‘CPC Placements’), a Qualifying Transaction is a Click from a link via the Tools to the Expedia Site(s) that is not a Void Transaction; and 
(ii)    in the case of ‘Cost-per-Acquisition’ placements (‘CPA Placements’), a Qualifying Transaction is a Consumed Verified Transaction;

Validity Period  means the period set out in the Administrator Site or the EG Affiliate Hub (as applicable);

Void Click(s)  means a Click that is or is suspected to be, as determined by Expedia based on evidence before it, and acting reasonably and in good faith, the result of fraud, by a third party or otherwise, including Clicks which are generated by automated processes, web crawlers, robots or any other mechanism or method other than a bona fide click by a Traveller, or which results from fraudulent or other unlawful activity; and

Void Transaction  means:
(i)    a Click or transaction that is not correctly tracked or reported because the links from the Partner Site to the Expedia Sites are not properly formatted; 
(ii)    a Click or transaction that violates these Terms; 
(iii)    any Void Click; and 
in the case of CPA Placements, any transaction: 
(i)    that is subsequently cancelled, refunded, charged back, disputed by the Traveller that resulted from fraudulent or other unlawful activity, or for which Expedia does not receive payment; 
(ii)    for which the Traveller clicked a link on an online Channel after the Traveller left the Partner Site but before the Traveller completed the transaction via the Expedia Site; or 
(iii)    that was booked after termination of your participation in the Programme.

SCHEDULE 3 | EXPEDIA MARKS

In these Terms, ‘Expedia Marks’ are:

Brand

Points of sales

Expedia Marks

ebookers

Europe

Expedia

All

Expedia

Japan

エクスペディア

Expedia

South Korea

CheapTickets

US and Canada

 

Hotels.com

All

 

HOTELES.COM

Argentina, Belize, Bolivia, Chile, Colombia, Costa Rica, Cuba, Ecuador, El Salvador, Guatemala, Guyana, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Spain, Uruguay, Venezuela

 

HOTEIS.COM

Brazil, Portugal

 

好订网 (Hotels.com)

China

好订网

 

Hotels.com

Japan

 

Hotels.com

South Korea

 

Lastminute

Australia (Lastminute.com.au) and New Zealand (Lastminute.co.nz)

 

Vrbo, including Abritel and FeWo-direkt, Stayz and Bookabach

All

 

Vrbo, including Abritel and FeWo-direkt, Stayz and Bookabach

Australia (Stayz)

 

Vrbo, including Abritel and FeWo-direkt, Stayz and Bookabach

France (Arbritel)

 

Vrbo, including Abritel and FeWo-direkt, Stayz and Bookabach

Germany (FeWo-direkt)

 

Vrbo, including Abritel and FeWo-direkt, Stayz and Bookabach

New Zealand (bookabach)

 

Orbitz

US and Canada

 

Travelocity

US and Canada

 

Wotif

Australia and New Zealand

 

 

 

 

SCHEDULE 5

INTENTIONALLY LEFT BLANK

 

 

 

 

 

 

 

 

SCHEDULE 6 | TRADEMARK USAGE GUIDELINES

 

 

APPENDIX 1:

EXPEDIA, INC. TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

EXPEDIA and the Airplane Logo are trademarks or registered trademarks of Expedia, Inc.

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

Worldwide:

EXPEDIA®

Japan:

エクスペディア® (Expedia in Katakana)

 South Korea:

® (‘IKSPEEDEAH’ phonetic translation in Korean characters)

 

APPENDIX 2:

HOTELS.COM TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

HOTELS.COM is a trademark or registered trademark of Expedia, Inc. 

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

WORLDWIDE:

HOTELS.COM®

 

Argentina, Belize, Bolivia, Chile, Colombia, Costa Rica, Cuba, Ecuador, El Salvador, Guatemala, Guyana, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Spain, Uruguay, Venezuela:

Brazil, Portugal:

China: 

好订网"

Japan: 

South Korea: 

 

APPENDIX 3:

STAYZ PTY. LTD. TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

STAYZ is a trademark or registered trademark of Expedia, Inc.

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

 AUSTRALIA:

 STAYZ®

 

APPENDIX 4:

EBOOKERS TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

ebookers is a trademark or registered trademark of Expedia, Inc.

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

EU, Switzerland, UK

ebookers®

 

APPENDIX 5:

CHEAPTICKETS.COM TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

CHEAPTICKETS is a trademark or registered trademark of Expedia, Inc

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

WORLDWIDE:

CHEAPTICKETS®

 

APPENDIX 6:

TRAVELOCITY, INC. TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

TRAVELOCITY is a trademark or registered trademark of Expedia, Inc.  

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

UNITED STATES AND CANADA:

TRAVELOCITY®

 

APPENDIX 7:

BOOKABACH LIMITED TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

BOOKABACH is a trademark or registered trademark of Expedia, Inc. 

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

NEW ZEALAND:

BOOKABACH®

 

 APPENDIX 8:

LASTMINUTE.COM.AU TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

lastminute.com.au is a trademark or registered of Expedia, Inc.

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

AUSTRALIA AND NEW ZEALAND:

LASTMINUTE.COM.AU

 

APPENDIX 9:

ORBITZ, LLC TRADEMARK USAGE GUIDELINES

 General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

ORBITZ and the Orbitz logo are trademarks or registered trademarks of Expedia, Inc.

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

UNITED STATES AND CANADA

ORBITZ®

 

APPENDIX 10:

WOTIF.COM TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

WOTIF is a trademark or registered trademark of Expedia, Inc. 

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

 AUSTRALIA AND NEW ZEALAND:

 WOTIF®

 

APPENDIX 11: VRBO

VRBO TRADEMARK USAGE GUIDELINES

General Trademark Notice:  When using the Marks on a document, the following disclosure should appear at the bottom of the document, tailored depending on which trademarks are being used in the document:

VRBO is a trademark or registered trademark of Expedia, Inc. 

Expedia Contacts:

If you have any questions regarding a trademark issue, please email IPMatters@expedia.com

Please use the following trademark symbols:

WORLDWIDE:

VRBO®

 

 

 

 

END OF Expedia Group Affiliate Programme Terms and Conditions.