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EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
1
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT
Welcome to the Expedia Travel Agency Affiliation Program (“TAAP”). Please read these terms
regarding TAAP (“Agreement”) carefully as they form a contract between you and Expedia.
TAAP allows you, as a travel agent, to:
• Access our Website.
• Access the Travel Services available on the Website.
• Market the Travel Services available on the Website to Potential Customers.
• Make Bookings on the Website on behalf of Customers.
• Earn Marketing Fees from us for the Bookings that you conclude.
This Agreement provides details of:
• The benefits that you will receive as a member of TAAP (see Section 2).
• The marketing fees that you will be entitled to as a result of completing bookings on the Website
(see Schedule 1).
• How we expect you to market the Website and Travel Services (see Section 4).
• The process that you need to follow to complete Bookings on our site (see Section 5).
• Our code of conduct you must follow as a member of TAAP (see Section 6).
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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1. Definitions
Acceptable Use Policy means the Expedia Inc. Web Site Terms, Conditions and
Notices, as available on the Website and any other
acceptable use policy documents provided to you by us
and as may be updated from time to time;
Account(s) means the account(s) you/your Representatives use to
access the Website and make Bookings;
Anti-Corruption Laws means any anti-bribery or anti-corruption-related
provisions in criminal and anti-competition laws and/or
anti-bribery or anti-corruption laws that apply, govern or
affect practices in the Territory and/or your obligations
under this Agreement;
Applicable Law means any and all applicable domestic laws, rules and
regulations, including, without limitation, any national,
regional and local laws, and any applicable foreign or
international laws that are in existence as of the Effective
Date or that become effective during the Term of this
Agreement that apply, govern or affect practices in the
Territory and/or your obligations under this Agreement (in
each case, as amended and updated from time to time)
and including, but not limited to, Anti-Corruption Laws and
anti-trust laws;
Application means the application form you or your representative has
completed in applying to become a TAAP Member;
Booking means a completed booking for Travel Services on the
Website between the Supplier and a Customer;
Booking Fee means any additional charge imposed by you, separate
and in addition to Travel Service Charges for facilitating
the Booking;
Booking Form means a form that is used to record the details of the
Booking and adheres to the requirements set out in
Sections 5.5-5.6 of this Agreement;
Complaint means any informal or formal complaint (whether oral or
written), claim or court action that is made against us
and/or a Supplier by a Customer;
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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Confidential Information means any and all know-how, documentation and
information, whether commercial, financial, technical,
operational or otherwise, relating to our/your business,
finances, affairs, technologies, products, services,
personnel, customers, suppliers, prices, commissions,
rates, vendors, processes, or methods, the terms and
subject matter of this Agreement and any information we
designate as confidential and/or which a reasonable
person would consider to be confidential;
Customer means an individual for which you or your Representative
makes a Booking;
Customer Cardholder Data means individual Customer credit, debit and payment card
account numbers;
Customer Communication as defined in Section 5.8;
Customer Data means Customer Cardholder Data and all Personal Data
relating to a Customer, Potential Customer or any other
individual whose Personal Data was provided by a
Customer or Potential Customer;
Customer Incentives means any incentives that are offered to Customers by us,
third party providers or Suppliers, including Expedia+,
frequent flyer miles and any promotional vouchers and
offers that are attached to and/or could be used in respect
of particular Travel Services or Bookings;
Data Breach means any unauthorised access, loss, destruction, theft,
use or disclosure of Customer Data;
Data Protection Legislation means any applicable data protection legislation, rules,
regulations, and regulatory guidance;
Effective Date as defined in Section 3.1;
Expedia+ as defined in Section 6.6;
Expedia+ Terms means our general terms and conditions that apply to
Expedia+ as may be varied and/or updated from time to
time;
Expedia Collect Travel
Product
means any Travel Services for which Expedia collects full
or partial payment from or on behalf of a Customer at the
time of booking;
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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Expedia Terms means our general terms and conditions, which apply to
any Booking made on the Website, the Expedia+ Terms,
our privacy policy and any other terms and conditions
applicable to the Booking, including any Supplier terms
that apply to the Travel Services, applicable cancellation
policies and, in each case, as made available via the
Website from time to time;
Expedia Travel means Travelscape LLC, a Nevada limited liability
company, whose registered office is 10190 Covington
Cross Drive, Suite 300, Las Vegas, NV 89144;
Group Member in respect of us or you (as applicable), an entity that,
directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control
with us or you (as applicable), and, in our case, also
includes joint venture partners;
Hotel Categories as defined in Schedule 1;
Intellectual Property Rights means any and all patents, rights to inventions, copyright
and related rights, all other rights in the nature of copyright,
trademarks, business names and domain names, rights in
get-up, goodwill and the right to sue for passing off, rights
in designs, database rights, and all other intellectual
property rights, in each case whether registered or
unregistered and including all applications and rights to
apply for and be granted, renewals or extensions of, and
rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection that subsist or will
subsist now or in the future in any part of the world;
Legacy Agreement means the terms and conditions that governed your status
as a TAAP Member prior to this Agreement coming into
effect including any addendums in which you are
participating;
Marketing Fees as defined in Schedule 1;
PCI DSS means the Payment Card Industry Data Security Standard
requirements, which are the payment card industry
standard security requirements and integrated cardholder
information security programs established by the major
credit card network entities with respect to the processing
of credit, debt, prepaid and other payment card details, as
updated from time to time;
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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Personal Data means any information relating to an identified or
identifiable natural person, directly or indirectly;
Potential Customer means an individual who may become a Customer;
Processing Means any operation or set of operations which is
performed upon Personal Data or sets of Personal Data,
whether or not by automated means, such as collection,
recording, organization, structuring, storage, adaptation or
alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making
available, alignment or combination, restriction, erasure or
destruction;
Processing Purposes as set out in more detail in Section 7.3;
Promotional Materials means “Expedia” branded promotional items and any
other material relating to Travel Services and/or TAAP that
we provide to you from time to time;
Representatives means employees, contractors and agents;
Restricted Person as defined in Section 18.1;
Supplier means a supplier of Travel Services such as an airline,
hotel, or tour operator (including Expedia Travel in the
case of some package holidays (for the avoidance of
doubt, Expedia Travel is not the Supplier of Third Party
Packages) forming part of the Travel Services);
TAAP means the Expedia Travel Agency Affiliate Program
operated by Expedia, Inc. and AAE Travel Pte. Limited;
TAAP Member means a currently approved member of TAAP;
Term as defined in Section 3.2;
Territory means the United States of America;
Third Party Packages means a combination of transportation, lodging or other
services that are bundled and advertised for a single price
without the user’s ability to select or decline particular
components individually;
Tier means the tier status (as at the time of making a Booking)
allocated to each TAAP Member for the purpose of
Marketing Fee percentages and other benefits, as set out
in more detail in Schedule 1;
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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Tracking Code means your unique identification code beginning with
“*WS*”, which is attached to your Account(s) and which we
use to track your Bookings;
Travel Service Charges means the charges which are payable for the Travel
Services that form part of a Booking;
Travel Services means the Travel Services available to be booked on the
Website that are provided by one or more Suppliers and in
respect of which Marketing Fees can be earned in
accordance with Schedule 1;
we, us, our, Expedia means Expedia, Inc, a company incorporated in the state
of Washington and located at 333 108th Avenue NE,
Bellevue, WA 98004, United States of America;
Website means www.expedia.com and/or the TAAP portal at
www.expedia.com/TAAP as updated/amended by us from
time to time;
Working Day means any day in which banks in New York, New York are
open for commercial banking business other than a
Saturday, Sunday or any public holiday in the Territory;
you, your means the company stated on the Application that is
applying to be TAAP Member.
2. TAAP Benefits
2.1 As a TAAP Member, you will receive for the duration of the Term:
(a) payment of Marketing Fees in accordance with Schedule 1;
(b) access to the Website;
(c) an Account or Accounts with a unique username and password you and your
Representatives can use to make Bookings on the Website;
(d) the customer support services described in Section 5.10 below;
(e) Promotional Materials we may, at our sole discretion, make available to you from time
to time;
(f) Ad hoc training on TAAP and how to use the Website; and
(g) any additional incentives, such as prize draws and competitions, we may make
available to you for the benefit of you or your Representatives from time to time.
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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3. Term
3.1 The date on which this Agreement comes into effect (the “Effective Date”) will be:
(a) the date on which we notify you by email of your appointment and provide you with your
Tracking Code and details of your Account(s), if you are agreeing to this Agreement in
the course of applying to become a TAAP Member; or
(b) if you are an existing TAAP Member who is being asked to agree to revised terms and
conditions, the earlier of: (i) the date on which you or one of your Representatives tick
the box below to indicate your acceptance of this Agreement, or (ii) if you do not click
to accept the revised terms and conditions but do not reject them either and continue
your participation in TAAP, the date on which a month has passed since we notified
you of the revised terms and conditions.
3.2 This Agreement will, following the Effective Date, continue indefinitely until terminated by either
party in accordance with Section 11 (the “Term”). Throughout the Term, your status as a TAAP
Member will be subject to the terms and conditions of this Agreement.
4. Access to Website, Travel Services and Customer Marketing
4.1 We will provide you with access to the Website for use in accordance with this Agreement. We
may make modifications, upgrades and enhancements to the Website and the services offered
thereon without notice and without liability to you. The Website displays products, content,
services and technologies that are owned or operated by us, third-party vendors, licensors,
Suppliers, distributors and and/or for affiliates. Accordingly, certain products, content, services
and technologies may not be available for distribution on the Website, and/or certain of the
products, content, services and technologies initially offered may be changed (enhanced,
revised or deleted) or may no longer be available for distribution through the Website.
4.2 Subject to Section 4.3, you will use best efforts to market the Travel Services to all of your
Potential Customers, unless you reasonably believe the Travel Services would be unsuitable
for a Customer. You will not provide any information or make any representation to Customers
or Potential Customers about the Travel Services other than as set out in the Website. You will
also ensure your Representatives are knowledgeable about the Travel Services. Under no
circumstances will you discriminate against us when compared to other travel service providers
or tour operators.
4.3 The terms of this Agreement will only apply to your marketing and/or selling of Travel Services
within the Territory. If you wish to market and/or sell our Travel Services in other countries that
are located outside of the Territory and (a) you are able to confirm you can comply with our
standard terms that apply to TAAP members in each of those countries; and (b) you understand
that accessing the Website from outside your Territory may require compliance with applicable
local laws, terms and conditions, please contact us in writing.
4.4 Nothing in this Agreement will be construed as restricting you from completing Bookings with
individuals who are located outside of the Territory where such individuals contact you about
our Travel Services without being actively solicited by you.
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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4.5 If you wish to market and/or sell our Travel Services online, then please contact us to discuss
obtaining access to our application programming interface (API).
4.6 Any Promotional Materials you receive from us will only be used in accordance with our written
instructions, as provided to you from time to time. You will not alter or amend the Promotional
Materials or integrate them into other marketing.
5. Dealing with Customers
Initial Booking Process
5.1 When you are completing any Booking, and prior to the Booking being completed, you will:
(a) only include within any Booking the Travel Services expressly requested by the
Customer;
(b) communicate fully and accurately to the Customer and ensure that the Customer
understands:
(i) the Travel Services are being provided by the relevant Supplier;
(ii) the description of the Travel Services to which the Booking relates;
(iii) any Booking Fee is charged by and payable to you and not us;
(iv) the Expedia Terms that may be communicated to the Customer by either
providing them with a copy of such terms, which has been printed directly from
the Website, or by incorporating the identical wording of Expedia’s Terms into
your own materials that are provided to the Customer;
(v) all other information required by Applicable Law; and,
(vi) any limitations or restrictions relating to the relevant Travel Services, including
whether cancellations or changes are permitted and the consequences of the
same, including any fees/costs that may attach to this;
(c) take all steps to verify that the Customer understands and agrees to purchase the
Travel Services that form part of the Booking;
(d) ensure that all of the Customer Data that is entered on to the Website, and all of the
mandatory fields required by the Website, are complete, accurate, and up to date;
(e) ensure that the Customer reads, understands and accepts the Expedia Terms;
(f) obtain and retain evidence that the Customer has read and accepted the Expedia
Terms in accordance with Section 5.6;
(g) ensure that the Customer signs the Booking Form in accordance with Section 5.5;
(h) ensure that the full Travel Service Charges are paid to us immediately in accordance
with Section 5.1(i), without any set-off, deduction or discount (including coupons,
vouchers or discount codes—unless expressly permitted by the terms and conditions
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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for the relevant coupon, voucher or discount code) being applied by you or the
Customer;
(i) ensure that payment of the Travel Service Charges is made by any credit card, debit
card or other payment card that is accepted by us, as stated on our Website payment
page at the time of the Booking being completed;
(j) subject to anything to the contrary in Schedule 2, ensure that the tick in the pre-selected
travel insurance option within the booking path on the Website has been removed so
that travel insurance is not supplied by us to the Customer as part of the Booking.
5.2 The point at which a Booking is deemed to have been completed and will form a binding
agreement between us/the Supplier and the Customer will be determined in accordance with
the standard Expedia Terms that apply to customers who book directly via the Website.
5.3 Unless we provide our prior written approval to the contrary, you will not modify the Expedia
Terms, nor will you make any verbal or written assurances or representations to a Customer or
Potential Customer that are additional to or contradict the Expedia Terms, including
descriptions of the Travel Services, or by promising that any special requests are met.
5.4 You will be solely responsible and liable for any breach of Sections 5.1 and 5.3 and any failure
to ensure that the Expedia Terms are read, understood and accepted by the Customer in
accordance with this Section 5.
The Booking Form
5.5 You will be responsible for creating and maintaining a Booking Form which is signed by each
Customer prior to a Booking being completed. You will ensure that all Booking Forms include,
at a minimum, the following:
(a) the Customer’s full name, email address, street address, and telephone number;
(b) the names of all other members of the party who are travelling with the Customer as
part of the Booking;
(c) the itinerary number issued to you by us while completing the Booking on the Website;
(d) the Booking Fee (if any);
(e) the cancellation policy relating to the Travel Services that form part of the Booking;
(f) a statement acknowledging that the Booking is being made through the Website
provided by us, and the contract for the provision of the Travel Services is between the
Supplier and the Customer and not between you and the Customer; and
(g) provision for the Customer’s signature and date that acknowledges that they have read,
understood and agreed to the Expedia Terms.
5.6 You will retain a copy of each Booking Form that has been fully completed and signed by the
Customer in accordance with Section 5.5 for a minimum of six (6) years from the date on which
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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the relevant Booking Form was signed. You will promptly provide us with a copy of any such
completed and signed Booking Form upon our request.
Post-Booking Communications
5.7 Following a Booking being completed, we will provide certain confirmatory details to you and/or
to the Customer by email. You will forward these to the Customer without making any
modifications as soon as possible, but in any event within 24 hours of your receipt of such
confirmatory details from us.
Customer Support
5.8 We acknowledge that Customers may contact you from time to time about a Booking. The
Customer’s communications may include requests to amend or cancel their Booking,
Complaints, a request for support and other general enquiries (collectively, “Customer
Communications”, individually, a “Customer Communication”). You will provide us with
copies of all Customer Communications by email to the email address set out in the help section
of the TAAP portal as soon as possible and, in any event, within 24 hours of your receipt of
such Customer Communications from the Customer. You will not modify any Customer
Communications in any manner. You may inform the Customer that any Customer
Communication has been forwarded to us for review.
5.9 If a Customer contacts you asking for support (except for any Complaint), then you will promptly
provide all reasonable assistance in order to resolve the Customer’s query. If you are unable
to resolve such query following the provision of such reasonable assistance, then you will
promptly forward the query to us in accordance with the provisions and timelines provided in
Section 5.8.
5.10 In the event that a Customer contacts us directly seeking support, or you forward us a request
for support in accordance with Section 5.8 and/or 5.9, then our support will be provided in
accordance with our standard customer support policies set out on our Website, as amended
from time to time.
Customer Complaints
5.11 Complaints will be dealt with in accordance with Sections 5.10 and 12.2. If you fail to comply
with any of the provisions of Sections 5.1(b)(iv), 5.1(b)(vi), 5.5, 5.7 and 5.8 or 12.2 under any
circumstances, then we will have no liability for any losses that you incur as a result of a
Complaint.
5.12 Any complaints that are made against you, but not us, will be dealt with solely by you, and we
will have no responsibility to deal with such complaints whatsoever. You will inform us of your
receipt of any such complaint promptly after receiving it by emailing the address set out in the
help section of the TAAP portal.
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
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6. Your Conduct
Acceptable Usage
6.1 As a TAAP Member, you will:
(a) not make Bookings other than through your Accounts using your Tracking Code;
(b) only be entitled to receive Marketing Fees on Bookings made under your Account(s)
and using your Tracking Code;
(c) only use your Account to make Bookings on behalf of Potential Customers and
Customers;
(d) be responsible for and properly supervise any and all use of the Website and the
Account(s) by your Representatives;
(e) safeguard your Account’s access credentials, including the Tracking Code, and prevent
any unauthorized use of the Account and the Tracking Code;
(f) access the Website and Account in accordance with the Acceptable Use Policy and
any other guidelines or directions provided by us from time to time; and,
(g) ensure you are not a Restricted Person (as set out in more detail in Section 18).
6.2 Unless expressly permitted under this Agreement, or separately in writing by us, you will not
directly or indirectly:
(a) access or use the Website or the Account for any purpose;
(b) scrape, extract, use, copy or modify any content or information on the Website
(including price or availability information for any travel product or service) whether
through automatic or manual means;
(c) deep-link to any portion of the Website;
(d) violate the restrictions in any robot exclusion protocols on the Website or attempt to
circumvent or avoid any measure employed to prevent or limit access to any part of the
Website; or
(e) take any action that we may, at our sole discretion, determine as imposing an
unreasonable or disproportionately large load on the technology or infrastructure of the
Website.
Marketing & Promotions
6.3 Any Promotional Materials that are provided to you by Expedia are licensed to you on a non-
exclusive basis, and you will only use Promotional Materials in your premises, unless we state
otherwise in writing and, in any event, in accordance with any other written instructions that we
provide to you from time to time. We may revoke this license at any time by providing you with
written notice. If we do revoke such license to use any of the Promotional Materials, then you
will promptly return (if requested) or, in all other cases, destroy such Promotional Materials and
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
12
provide written confirmation of such destruction. You will ensure that the Promotional Materials
that you use are the most up-to-date versions that have been issued to you by us from time to
time.
6.4 Except as permitted under Section 6.3, you will not promote, place or attempt to place any
references to Travel Services or the URL, trade name, trademark, logo or branding of us or any
of our Group Members or Suppliers in any form of internal, external or third party:
(a) publications; (b) press releases; (c) online or offline advertisements; (d) unsolicited
communications; (e) telephone sales; (f) emails; (g) faxes; (h) SMS/MMS; (i) instant messages;
(j) online meta-tags; (k) search engine advertising; or (l) any other form of electronic or physical
communication, except with our prior express written permission.
6.5 Any Customer Incentives that are made available by us in respect of a Booking will be passed
on to the relevant Customer who has made the Booking. You will assist Customers to redeem
Customer Incentives for their use and enjoyment. For the avoidance of doubt, neither you nor
your Representatives will be entitled to take advantage of any of these Customer Incentives.
6.6 You and your Representatives shall not be entitled to membership of Expedia+ customer loyalty
scheme (“Expedia+”) and shall not be entitled to collect points or derive any personal profit or
benefit from the points earned by Customers for Bookings on Expedia+.
6.7 From time to time, in our sole discretion, we run events, promotions and competitions
(“Events”). If you or your Representatives enter any such Event you:
(a) will comply with any additional terms and conditions pertaining to that Event;
(b) will have your business name, logo, images and photograph featured in publicity
materials relating to the Event without further reference, payment or other
compensation. This may include making your or your Representative’s name and logo
available on the Website or in a newsletter, and you and your Representatives hereby
permit us to display such information, logos and images, and you represent and warrant
that no third party rights will be infringed by such display; and
(c) acknowledge that Expedia reserves the right in its sole discretion to disqualify any
TAAP Member it finds to be tampering with the operation of the Event or to be acting in
breach of Event terms and conditions or in a fraudulent or deceptive manner. Any
attempt by any TAAP Member to undermine the legitimate operation of an Event may
be a breach of criminal and civil law, and, should such an attempt be made or
threatened, Expedia reserves the right to seek damages to the fullest extent permitted
by law.
General Prohibitions
6.8 Under no circumstances will you:
(a) complete or attempt to complete any Bookings without the Customer’s full knowledge
and [written] consent;
(b) act, omit to act or make any statements that may, in our reasonable opinion, or will
adversely affect our brand, reputation or goodwill or that of our Suppliers;
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
13
(c) without our prior written consent, appoint other third parties, including subcontractors
or agents, to act on your behalf in marketing the Travel Services, completing Bookings,
benefiting from any other rights, or performing any of your obligations under this
Agreement.
Compliance with Applicable Law
6.9 You will (and will ensure that your Representatives will) carry out your duties and obligations
under this Agreement and those that you owe to Customers and Potential Customers honestly,
fairly and in accordance with Applicable Law and will not, by any act or omission, place us in
breach of Applicable Law. You will have in place, at all times, adequate safeguards and
monitoring to ensure the compliance of your Representatives with this Section 6.9 and will
inform us immediately and in writing of any breach or suspected breach.
6.10 You warrant and represent that neither you nor any of your Representatives have been induced
to enter into this Agreement as a result of any illegitimate gift, consideration or other benefit
paid by a person to any other person. You undertake that you will comply with the Anti-
Corruption Laws and that you will not do, nor omit to do, any act that will lead to us being in
breach of any of the Anti-Corruption Laws.
7. Data Protection and PCI DSS
7.1 Each party warrants that it will:
(a) process the Customer Data only for the purposes of providing the Travel Services
under this Agreement;
(b) ensure appropriate operational and technical measures are in place to safeguard
Customer Data against a Data Breach;
(c) promptly notify the other party if it becomes aware of any unauthorized or unlawful
processing or breaches of security relating to the Customer Data; and,
(d) ensure that any transfer of Customer Data outside the country from which the Customer
Data was collected is in accordance with Data Protection Legislation.
7.2 In addition to your obligations under Section 5.1(b) and (e), you will:
(a) provide the Customer with your own privacy policy, which will accurately describe your
data processing activities;
(b) cause your privacy policy described in Section 7.2(a) above to accurately inform the
Customer that you will transfer Personal Data to us for the purpose of providing the
Travel Services; and,
(c) obtain any consent that may be required under Data Protection Legislation to transfer
such Personal Data to us for such purposes.
7.3 Where Data Protection Legislation includes a definition of Data Controller, the parties
acknowledge that (i) you are a Data Controller of Personal Data, including Customer Data, for
various processing purposes, including marketing the Travel Services and facilitating the
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
14
Booking; and (ii) we are a Data Controller of Customer Data for the processing purposes of
facilitating the Booking and, in some instances, providing the Travel Services under this
Agreement.
7.4 You acknowledge and agree that Expedia:
(a) may send emails to Customers relating to Bookings;
(b) may send your contact details to its third party service provider for the purposes of
facilitating payment of Marketing Fees; and
(c) may ask a third party service provider to manage: (i) the administration regarding your
banking details and (ii) payment of Marketing Fees.
7.5 With respect to Customer Cardholder Data you shall:
(a) only obtain, use, transmit and store Customer Cardholder Data to the extent required
to provide the Services and comply with your obligations under this Agreement;
(b) ensure that any processing of Customer Cardholder Data within the Territory or transfer
outside of the Territory (in relation to Territories within the European Union, this shall
mean transferring outside the European Economic Area) is adequately protected in
compliance with Applicable Laws; and
(c) maintain information security controls (as approved by your management team or
governance committee and reviewed periodically) which define responsibilities for
protecting Customer Cardholder Data. Controls shall be based upon industry best
practices, addressing areas such as asset management, personnel security, physical,
environmental, equipment and media security, communications and operations
management, access controls, information systems development and maintenance,
incident management, business continuity management and compliance.
8. Additional Obligations
8.1 You warrant and represent that:
(a) the information that you provided to us in your Application is truthful, accurate,
complete, and up to date and you had the right to provide such information to us;
(b) for the duration of the Term, you will be licensed to act as a travel agent, or similar
capacity, as applicable, and market the Travel Services as contemplated under this
Agreement and be solely responsible for obtaining and/or maintaining all licenses,
consents and permissions (each, if any, and whether regulatory or otherwise) and all
financial security arrangements necessary to perform your obligations under this
Agreement and will promptly provide evidence of such on request by us;
(c) the Representative who agrees to the terms of this Agreement has the power, capacity
and authority to bind you;
(d) you have read this Agreement and understand, accept and agree to be bound by the
terms and conditions set out within it; and
EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)
15
(e) you and your Representatives will act in good faith. In particular, you and your
Representatives warrant that your primary purpose for accessing the Website will be
to legitimately market the Travel Services to Potential Customers and/or make
legitimate Bookings on behalf of Customers.
8.2 You warrant and represent that you will satisfy all of:
(a) your obligations, including in relation to taxes, as set out in Schedule 1 (Marketing Fees
& Taxes); and
(b) the Territory Specific Requirements that are set out in Schedule 2 of this Agreement.
8.3 In addition to your obligations under Section 8.1(b), you acknowledge that some jurisdictions
require providers and/or arrangers of travel products and services to be licensed and/or have
financial security in place for the travel products and services that they provide and/or arrange.
You acknowledge that Expedia Travel is the provider of travel reservation services only when
Travel Services are made available by you (whether knowingly or unknowingly) to be booked
by Customers in Isolation. For the purpose of this Section, “Isolation” means making Travel
Services available for booking on a stand-alone basis, excluding in any combination with other
travel products and services provided and/or arranged by you or any third party. Each party
warrants that it has and will maintain the right and authority and all necessary licenses,
permissions and consents to enter into this Agreement and to comply with and perform its
obligations under this Agreement, and it has not entered into any other agreements inconsistent
with its performance under this Agreement. Each party will be solely responsible for its own
costs of complying with this Section 8.3.
8.4 Promptly upon request, you will provide us with such information, cooperation and assistance,
as is reasonably required by us in connection with this Agreement.
8.5 You will perform your obligations under this Agreement in accordance with our reasonable
instructions, best industry practice, and all Applicable Laws, using reasonable skill and care
and ensuring that your Representatives are appropriately skilled and experienced.
9. Intellectual Property
9.1 You acknowledge that we own and/or have a license to use all of the Intellectual Property Rights
in the Website, the underlying technology and infrastructure that allows us to host the Website
and the content that is accessible to you from such Website, and you will not use any of the
foregoing except as expressly authorized under this Agreement.
9.2 Subject to the terms of this Agreement and the Acceptable Use Policy, we grant you a limited,
revocable, non-sub-licensable, non-exclusive license to use the Website for the purpose of
marketing the Travel Services on our behalf to Potential Customers in order to facilitate
Bookings.
9.3 You grant us a non-exclusive, royalty-free, worldwide license to use your trademarks and
branding during the Term in order to refer to the relationship between us in press
communications or presentations to future potential partners and other third parties, as we see
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fit from time to time, and you warrant and represent that you have all necessary rights in such
material to grant us such usage rights.
10. Updates to Our Terms
10.1 We may make changes to this Agreement and Marketing Fees from time to time. Where the
changes relate to Marketing Fees, we will follow the process set out in Schedule 1. Where the
changes relate to the Agreement, we will notify you of any changes and provide you with a copy
of the revised Agreement via our Website and/or by email using the email address on your
Account Application. You must acknowledge your agreement with such changes through our
Website (or, if so requested by us, by email). If you do not accept the revised Agreement, then
you must notify us in writing, and this Agreement will then be terminated with immediate effect.
If you fail to either accept or reject such revised Agreement within 30 days of the changes first
being communicated to you, then the revised Agreement will be deemed to have been accepted
by you and come into immediate effect following the end of such 30-day period.
10.2 If you are an existing TAAP Member that has been asked by us to accept the revised terms
and conditions stated within this Agreement, then:
(a) Your Legacy Agreement will continue to govern all Bookings which were made prior to
the Effective Date;
(b) your Legacy Agreement and any relevant amendments pursuant to the Legacy
Agreement relating to any pilot schemes you were participating in will continue to
govern that pilot scheme unless we expressly state otherwise; and
(c) all Bookings made on or after the Effective Date will be governed by and subject to the
terms and conditions of this Agreement.
11. Termination
11.1 Either you or we may terminate this Agreement on giving at least 30 days’ written notice to the
other for any reason whatsoever.
11.2 We may terminate this Agreement immediately upon serving written notice to you in the event
that:
(a) you commit a material breach of this Agreement;
(b) you fail to pay any Travel Service Charges to us resulting in a breach of Section 5.1(h);
(c) you (or your direct or indirect holding company, provided such holding company owns
directly or indirectly at least 51% of your voting stock) file a voluntary or involuntary
petition in bankruptcy, are declared insolvent or bankrupt, or if any assignment of your
property is made for the benefit of creditors or otherwise, or if you voluntarily file a
petition in any court to declare bankruptcy or liquidation or for reorganization under any
bankruptcy or insolvency law or statute, or if you have such a petition involuntarily filed
against you, which is not discharged within 45 days after filing, or a trustee in
bankruptcy or similar officer or a receiver is appointed for you, or if you enter into any
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analogous situation or position under the law of any relevant jurisdiction, or if you cease
to conduct business contemplated for you under this Agreement;
(d) you breach Section 18 (Restricted Persons);
(e) a Force Majeure Event (as defined below) occurs in accordance with Section 20; or
(f) in our sole discretion, acting reasonably, we find you or your Representatives to be
tampering with the operation of TAAP or to be acting in a fraudulent, deceptive, non-
genuine or illegitimate manner.
11.3 Upon termination of this Agreement, you will immediately cease:
(a) using the Website and accessing your Account(s);
(b) marketing Travel Services and/or completing Bookings; and,
(c) using any of the Promotional Materials that you have in your possession or control,
which will be destroyed and, after which, written confirmation will be provided to us of
such destruction.
11.4 Our and your rights, liabilities and obligations under this Agreement will cease upon its
expiration or termination for any reason, except:
(a) the terms of this Agreement will survive termination insofar as they relate to Bookings
completed prior to such termination, which have not yet been fulfilled so that the
Customer has received all of the Travel Services which formed part of the relevant
Booking; and
(b) our and your accrued rights and liabilities and the rights and obligations that are
expressly or by implication intended to come into force upon, or remain in force
following the termination of this Agreement will survive, including Section 5.1(f) (Initial
Booking Process), Sections 5.6 through 5.12 in respect of any Bookings made prior to
the date of termination, Section 7 (Data Protection & PCI DSS), Sections 8.1 and 8.3
(Additional Obligations), Section 12 (Indemnification & Complaint Handling), Section 13
(Audit), Section 15 (Warranty Disclaimer; Limits on Liability), Section 0 (Confidentiality),
and Sections 19 through 24.
12. Indemnification & Complaint Handling
12.1 You hereby agree (at our option and request) to defend, indemnify and hold us and each of our
Group Members and all of our and their officers and employees and agents (collectively, the
“Indemnified Parties”) harmless from and against any and all claims and related losses,
liabilities, damages, fines, costs and expenses (including, without limitation, reasonable
attorneys’ fees) suffered or incurred by any of the Indemnified Parties arising out of or relating
to:
(a) any Complaints that are a result of your or your Representatives’ acts, omissions,
negligence or breach of any terms of this Agreement;
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(b) fraudulent or other misuse of any debit, credit or other payment cards by means of
which any Bookings are completed, regardless of whether such debit, credit or other
payment cards belong to you, a Customer or any other person;
(c) you failing to forward to us any Travel Service Charges that have been paid to you by
the Customer;
(d) any Processing of Customer Data by you or your Representatives;
(e) any Data Breach that is a result of your or your Representatives’ acts or omissions,
negligence or breach of any terms of this Agreement;
(f) your or your Representatives’ use or misuse of the Travel Services or Website;
(g) your or your Representatives’ violations, or acts or omission causing us to be in
violation, of Applicable Laws in connection with your use of the Travel Services or
Website, including, without limitation, Data Protection Legislation;
(h) any TAAP Member taxes and any taxes ultimately charged to Expedia or an Expedia Group
Member as a result of TAAP Member’s failure to separately state any Booking taxes (e.g., from
the booking price and from any service or other fees) or any additional amount charged by TAAP
Member for any Package; and
(i) your or your Representatives’ breach of any term or condition of this Agreement.
12.2 If we seek to rely on the indemnity under Section12.1 that arises from a third party claim or
action or a Complaint is made:
(a) we will have the sole right to attempt to resolve or settle such third party claim or
Complaint;
(b) in our attempt to defend, resolve, or settle the third party claim or Complaint, you will,
at your expense, provide us all reasonable information and assistance that we request;
(c) you will refrain from taking any action in respect of such third party claim or Complaint
unless we ask you to do so in writing or you are required to do so by Applicable Law or
court order; and
(d) if we reach a resolution or settlement with the third party that is bringing such third party
claim or Complaint, then you will cooperate fully with us in finalizing such settlement,
including, without limitation, executing any documents we reasonably deem necessary
for such purpose.
13. Audit
13.1 We will be entitled to audit your performance under this Agreement at any time where:
(a) we wish to inspect your adherence to the data protection and PCI DSS obligations
under Section 7;
(b) we wish to inspect your adherence to obligations under Section 6 and Schedule 2;
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(c) you have notified us of any potential or actual Data Breach, or we have reasonable
grounds to suspect that you have suffered a Data Breach; or
(d) we, acting reasonably, suspect a material breach of this Agreement, fraud or a breach
of Applicable Law.
13.2 You will also, on our express written consent, permit a regulator that requires or requests to
perform an audit of you where it relates to your performance under this Agreement or your or
our adherence to Applicable Law or any other guidelines issued by the applicable Regulator.
13.3 In the case of Section 13.1(a), we will use commercially reasonable efforts to provide you with
reasonable notice before conducting any such audit. In the case of Sections 13.1(b), 13.1(c)
13.1(d) and 13.2, we will provide you with prior notice before conducting an audit.
13.4 During an audit carried out under Section 13, you will ensure that we and/or any applicable
Regulator is permitted access to your and your sub-contractors’ and agents’ premises, facilities,
personnel, books, accounts, Booking Forms and any other information that we and/or any
applicable Regulator may require for the purpose of such auditing.
13.5 Without prejudice to the right to audit your premises under this Section 13, you will promptly
provide us and/or any applicable Regulator with copies of such records, books, accounts,
Booking Forms and information as we or such applicable Regulator requires to perform an audit
contemplated by this Section 13.
13.6 We will use any access you grant to us under this Section 13 solely for the purpose of audit
and any subsequent claims arising out of the audit and will treat any information we obtain as
Confidential Information.
14. Other Remedies
14.1 You will, within 30 days of a written request from us, remit funds for the repayment of any liability
owed by you under this Agreement. Alternatively, we may set off any liability owed by you
under this Agreement against any amounts payable by us under this Agreement.
14.2 Except as expressly provided in this Agreement, the rights and remedies provided under this
Agreement are in addition to, and not exclusive of, any rights or remedies provided by
Applicable Law.
14.3 We may, subject to providing you with prior written notice, immediately suspend any of your
rights and performance of any of our obligations under this Agreement, including the rights to
market the Travel Services, if you:
(a) are, or we reasonably suspect that you or your Representatives’ are, in breach of any
of the terms of this Agreement; or
(b) any of the events contemplated under Sections 11.2(a), 11.2(c) through 11.2(e) occurs.
14.4 In the event that you breach the terms of this Agreement in respect of any Booking, we will
have no obligation to pay you any Marketing Fees in respect of such Booking. Alternatively,
we may set off any liability owed by you under this Agreement against any amounts payable by
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us under this Agreement (including offsetting for misuse by you or your Representatives of
coupons, vouchers or Customer Incentives).
14.5 In certain circumstances, such as a breach of Section 7 (Data Protection and PCI DSS),
Section 9 (Intellectual Property), or Section 0 (Confidentiality), a breach may result in
irreparable harm to the affected party and, as a result, such party will be permitted to seek from
a court of competent jurisdiction injunctive relief along with any other equitable remedies that
are available under Applicable Law.
15. Warranty Disclaimer; Limits on Liability
15.1 Disclaimer: EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT (OR
OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT POSSIBILITY OF
CONTRACTUAL WAIVER), WE AND/OR OUR LICENSORS AND SUPPLIERS EXPRESSLY
DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR
PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR
COURSE OF PERFORMANCE, WITH RESPECT TO OR RELATING TO THE WEBSITE,
TRAVEL SERVICES AND PROMOTIONAL MATERIALS. THE WEBSITE, TRAVEL
SERVICES AND PROMOTIONAL MATERIALS ARE PROVIDED ON AN “AS-IS” AND “AS
AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. We do not
represent or warrant that the Website (including, without limitation, the content available on the
Website) will be uninterrupted or error-free, that all defects will be corrected, or that it will
conform to your or any Customer’s requirements. We do not represent or warrant that the use
of the Website, Travel Services or Promotional Materials will be correct, accurate, timely or
otherwise reliable. You acknowledge and agree that all Travel Services are provided to the
Customer by the relevant Supplier, and you specifically agree that we will not be responsible
for any losses that you incur as a result of the Travel Services not being supplied or being
defective in quality. You agree and acknowledge you have not relied on any other warranties
or representations. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING
EXCLUSIONS. IN SUCH JURISDICTIONS, THE FORGOING EXCLUSION IS LIMITED, AS
REQUIRED BY LAW.
15.2 Exclusion of Certain Damages. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE
LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF THE PARTIES
HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EXCLUDING A
PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 12, IN NO EVENT
WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, COST OF RE-
PROCUREMENT, LOSS OF REVENUE, LOSS OF EXPECTED SAVINGS, OR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, ECONOMIC, EXEMPLARY,
AGGRAVATED OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY
WAY RELATED TO THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY,
EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND SHALL APPLY
REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE
SOUGHT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL,
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CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL
NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
15.3 Direct Damages. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN
IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF THE PARTIES HAVE BEEN
APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EXCEPT FOR (A) A PARTY’S
INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 12; (B) A PARTY’S BREACH
OF SECTIONS 6.1, 6.2, 6.3, 6.4 OR 6.8 OR INFRINGEMENT OF THE OTHER PARTY’S
INTELLECTUAL PROPERTY RIGHTS; OR (C) A PARTY’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER
PARTY UNDER THE AGREEMENT EXCEED THE TOTAL MARKETING FEES PAID TO YOU
UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRECEDING ANY
CLAIM OR NOTIFICATION OF DAMAGES HEREUNDER. THE FOREGOING LIMITATIONS
SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND SHALL
APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE
SOUGHT.
15.4 The parties acknowledge that the fees, exclusions, disclaimers and limitations of liability set
forth in this Agreement are essential components of this Agreement and form the basis for
determining the Marketing Fees, and that the parties would not enter into this Agreement
without these limitations on their liability.
15.5 We will also not be liable under this Agreement for any default that is a result of us activating
any right of suspension, as contemplated under Section 14.3.
16. Insurance
During the Term you agree that you are responsible for obtaining all of your own insurance
coverage and you shall maintain the requisite insurance coverage as required by all Applicable
Law and as is necessary to meet your obligations under this Agreement. If required by
Applicable Law, the insurance coverage, which shall cover commercial general liability and
professional liability, must not be less than an amount equivalent to the annual Marketing Fees
paid to you under this Agreement. Upon request by Expedia, you shall furnish to Expedia proof
of your insurance coverage.
17. Confidentiality
17.1 Each party will keep the other’s Confidential Information confidential and will not divulge the
same to any third party except as set out in Section 17.4 below, and will not use it for any other
purpose without the prior written consent of the other party. Our Group Members will not be
considered third parties for the purpose of this Section 17.
17.2 Section 17.1 will not apply to any Confidential Information that the receiving party can show:
(a) is in the public domain in substantially the same combination as that in which it was
disclosed to the receiving party, other than as a result of a breach of this Agreement or
any other obligations of confidentiality;
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(b) is or was lawfully received from a third party not under an obligation of confidentiality in
respect of such information;
(c) is required to be disclosed under operation of law, by court order or by any regulatory
body of competent jurisdiction (but then only to the extent and for the purpose required);
(d) is approved for disclosure in writing by the disclosing party; or
(e) was developed independently of and without reference to Confidential Information
disclosed by the other party,
provided that a particular disclosed or discovered use, combination, analysis, form or collection
of information will not be in the public domain simply because it could be recreated using
information in the public domain.
17.3 Each party will give the other as much notice of any disclosure required under Section 17.2(c),
as is reasonable and lawful in the circumstances (if any), and will provide the other with
reasonable assistance in avoiding or limiting the required disclosure.
17.4 Each party will be entitled to disclose the other party’s Confidential Information to its employees,
agents, directors, officers, sub-contractors (as authorized under Section 23.3), professional
advisers and consultants (and in our case, our Group Members) who need to know such
Confidential Information in connection with this Agreement, provided that the receiving party
will ensure that such persons are aware of, and will procure that such persons comply with
substantially similar terms of confidentiality as those set out in this Section 0.
18. Restricted Persons
18.1 You warrant and represent that you and your Representatives are not and will not market or
complete any Bookings for Travel Services with any entity incorporated in or resident in a
country subject to economic or trade sanctions by the EU or by the U.S. State Department or
U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or who are listed as a
“Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,”
or similar designation under the OFAC sanctions regime (“Restricted Person”). If you or your
Representatives become a Restricted Person, then you will notify us immediately.
18.2 You represent and warrant that you and your Representatives are not (and will not during the
Term) become an employee, shareholder, director, contractor, or supplier or hold any other
interest in us or any of our Group Members, whether directly or indirectly. If you do hold or
acquire any such interest in us at any point during the Term, then you will notify us immediately.
19. Governing Law, Jurisdiction and Venue; Waiver of Jury Trial
19.1 This Agreement and the performance of the parties hereunder shall be governed and construed
in accordance with the substantive laws of the State of Washington without regard to any law,
statute, rule, or precedent that would apply the law of any other jurisdiction. Each party
irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts of
competent jurisdiction located in King County, Washington, USA, with respect to any claim,
action or proceeding arising out of or in connection with this Agreement. The parties expressly
disclaim the applicability of, and waive any rights based upon, the Uniform Computer
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Information Transactions Act or the United Nations Convention on Contracts for the
International Sale of Goods.
19.2 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY
HEREBY EXPRESSLY WAIVES (ON BEHALF OF ITSELF AND ON BEHALF OF ANY
PERSON OR ENTITY CLAIMING THROUGH THAT PARTY) ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING
OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT.
20. Force Majeure & Relief
20.1 Neither party will be liable for failure to perform or delay in performing any obligation under this
Agreement to the extent that such failure or delay is due to any contingency beyond the
reasonable control, and without any fault, of such party (“Force Majeure Event”); provided,
however, the affected party will promptly notify the other party of the occurrence of the Force
Majeure Event and will take all steps reasonably necessary to resume performance of its
obligations.
21. Assignment
21.1 This Agreement may not be assigned, novated or transferred by either party without the prior
written consent of the other party (such consent not to be unreasonably withheld), except that
we may assign this Agreement without your consent to any of our Group Members, or any
purchaser of all or substantially all of our assets, or to any successor by way of merger,
consolidation or similar transaction. Any purported assignment in violation of this Section 21
will be null and void. You will provide us with prompt written notice if you are acquired by or
merge with another company.
22. Notices
22.1 Notices must be given in English by email to, in our case, [email protected] and,
in your case, the email address you provided to us as part of your Application, or in each case
such other email address that the relevant recipient notifies the other party of from time to time.
22.2 An email notice will take effect on the earlier of:
(a) subject to Section 22.2(c), if sent before 4:30pm on a Working Day, then on the day of
transmission;
(b) subject to Section 22.2(c), if sent on or after 4:30pm on a Working Day, then at 10am
on the next Working Day;
(c) where an out-of-office message is returned by the recipient to the sender, stating that
the recipient is out of the office, then 10am on the first Working Day in which the
recipient is stated to return to the office; or
(d) when an acknowledgement receipt is provided by any of the receiving party’s
authorized personnel.
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22.3 If the sender receives an error (including any delivery error message) stating that the email has
not been properly transmitted to the recipient, then such email will not constitute valid notice for
the purposes of this Section 22.
23. Miscellaneous
23.1 Subject to Section 10, this Agreement may not be modified in whole or in part, except in writing
signed by a duly authorized representative of each party.
23.2 This Agreement incorporates these Sections and the appended schedules. Except to the
extent that any Legacy Agreement continues to apply to Bookings made prior to the Effective
Date or applies to any pilot schemes entered into prior to the Effective Date, this Agreement
supersedes the Legacy Agreement and any other earlier agreements. All such earlier
agreements will be terminated automatically on the Effective Date, other than the Legacy
Agreement, which will apply only to pre-existing Bookings made under the Legacy Agreement
and will terminate upon all of the Bookings being fulfilled so that:
(a) the Customer has received all of the Travel Services which formed part of the relevant
Booking;
(b) all amounts due to either party being paid in full; and
(c) any complaints arising from such Bookings being resolved or settled to our satisfaction.
23.3 You may not sub-contract your obligations under this Agreement without our prior written
consent. You will remain liable for the acts and omissions of your authorized sub-contractors
and Representatives. We may sub-contract any of our obligations without your consent.
23.4 We and you are independent contractors, and nothing in this Agreement will be deemed to
create a partnership, joint venture, franchise or any agency (except where stated otherwise) or
employment relationship between us or our Group Members and you or your Group Members.
23.5 No person other than a party to this Agreement will have any rights to rely upon or enforce any
term of this Agreement
23.6 No waiver of any term of this Agreement will be valid unless made in writing and signed by the
waiving party. No failure or delay by any party at any time to enforce one or more of the terms
of this Agreement will constitute waiver of such term or preclude such party from requiring
performance by the other party at any time.
23.7 If any provision of this Agreement is held to be invalid or unenforceable, then:
(a) such provision will be interpreted, construed or amended to the extent reasonably
required to render the same valid, enforceable and consistent with the original intent
underlying such provision; or
(b) such provision will be severed
and the remaining provisions and the Agreement itself shall remain valid and enforceable.
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23.8 Nothing in this Agreement will constitute an attempt by us to prevent you from completing
Bookings with individuals who are located outside of the Territory, where such individual has
contacted you about Travel Services, except where such contact was as a result of active
marketing or promotional activities that you have undertaken.
23.9 This Agreement constitutes the entire agreement between the parties and, subject to
Section 23.2, supersedes any prior agreements, understandings and arrangements between
them, relating to its subject matter. Each party acknowledges and agrees that in entering into
this Agreement, it has not relied on any representation, undertaking or promise that is not set
out in this Agreement.
23.10 The original English version of this Agreement may have been translated into other languages.
In the event of an inconsistency or discrepancy between the English version and any other
language version of this Agreement, the English language version will prevail.
24. Interpretation
In this Agreement:
(a) if there is any conflict or ambiguity between the sections of this Agreement and the
schedules, the conflict will be resolved in accordance with the following order of
precedence, unless expressly stated otherwise in this Agreement: (i) Schedule 2
(Territory Specific Requirements); (ii) the sections; (iii) all other schedules; and (iv) the
Acceptable Use Policy;
(b) references to sections or schedules will be to sections and schedules to this Agreement
and references to a paragraph will be to a paragraph of a schedule. Headings are
inserted for ease of reference and will not affect interpretation;
(c) words suggesting a gender will include all genders; words denoting the singular will
include the plural and vice versa;
(d) references to statutes, statutory instruments and government regulations will be
deemed to include any modification, amendment, extension or re-enactment thereof
from time to time;
(e) the expressions “including,” “include,” “in particular,” “for example” and any similar
expression will not limit the preceding words;
(f) references to “writing” and “written” include communication by email, including all
related attachments; and
(g) a reference to any agreement or document means that agreement or document as
amended or varied by written agreement between the parties from time to time.
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SCHEDULE 1
MARKETING FEES & TAXES
A1 Marketing Fees.
1.1 In consideration for the marketing services provided by TAAP Member in accordance with this
Agreement, and subject to the Conditions at paragraph A2 below, Expedia (or its third party service
provider on its behalf) will, unless a) otherwise agreed in writing; or b) TAAP Member’s Tier is Gold or
Platinum, only pay TAAP Member Marketing Fees on Bookings that are completed or consumed by the
Customer, for example, in the context of (i) a hotel booking, that the check-out day of such stay has
occurred and that the stay has been completed; (ii) an air booking, when the last leg of a one-way or
return flight is completed by the Customer; (iii) a car rental booking, when the car rental is returned
(“Consumed Bookings”) during the Term on either a flat fee or percentage of Gross Booking Value
(as defined below) basis for each type of Booking as set out below (the “Marketing Fees”).
1.2 Unless otherwise agreed in writing, TAAP Members who have a Gold or Platinum Tier status will
be paid monthly on a Booked Transaction basis (i.e. the Booking does not have to be consumed or
completed by the Customer first).
1.3 Marketing Fees are payable on the lines of business set out on the Incentive Page of the Website, which may include:
1.3.1 Hotel (Premium Plus, Premium, Basic Plus, Basic)
1.3.2 Car Rental
1.3.3 Flight
1.3.4 Packages
1.3.5 Activities
1.4 The exact percentage payable to the TAAP Member depends on their current Tier. Unless otherwise
agreed in writing, the applicable percentages are those set out in the Incentive Plan page on the
Website. There are currently four different Tiers: Standard; Silver; Gold; and Platinum. Each TAAP
Member is allocated a Tier, usually based on achieving certain annual GBV targets (further details are
set out on the Incentive Plan page of the Website). Each TAAP Member’s Tier and Incentive Plan status
are displayed on the Website home page upon login.
1.5 For the purpose of this Agreement, “Gross Booking Value” or “GBV” means (unless otherwise
agreed in writing), for each Booking, the total price (including taxes and fees) actually paid by Customers
to TAAP Member or Supplier, excluding (i) taxes and fees paid by the Customer at the time of stay; and
(ii) any element of the Booking that is paid or reduced by redemption of coupons, discount codes or the
Customer’s Expedia+ points.
1.6 For the avoidance of doubt, TAAP Members will not be entitled to receive Marketing Fees on any
other bookings/lines of business other than those listed on the Incentive Plan page of the Website (even
if TAAP Member completes a Booking on an Expedia Website) This includes any group bookings made
by TAAP Members.
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1.7 You may not book more than 8 rooms online for the same hotel/stay dates. If Expedia determines
that you have booked more than 8 rooms in total in separate reservations, Expedia may cancel your
reservations, and charge you a cancellation fee, if applicable. If Expedia paid a non-refundable deposit,
your deposit will be forfeited. If you wish to book 9 or more rooms, you must contact Expedia’s third-
party group travel specialists. You may be asked to sign a separate written contract and/or pay a non-
refundable deposit.
1.8 You may not make any speculative, false or fraudulent reservations and Expedia reserves the right
to: i) cancel any such reservations; ii) not pay any Marketing Fees in relation to those reservations and
iii) charge you a cancellation fee, if applicable.
2 Marketing Fee Conditions. TAAP Member acknowledges and accepts that the following
terms will apply to the calculation of Marketing Fees.
2.1 Marketing Fees for a Booking will be payable to TAAP Member only where TAAP Member
effects a Booking on behalf of a Customer in accordance with the timing for payments as set out in
paragraph B1;
2.2 Marketing Fees will not be due to TAAP Member for Bookings where the TAAP Member has
failed or refused to enter the correct Tracking Code and/or failed or refused to use their own registered
TAAP user account;
2.3 Marketing Fees will only be paid in relation to relevant Bookings that were booked through the
Website. For the avoidance of doubt, the Marketing Fee will not be payable by Expedia in relation to
any Bookings made through any other channels, including other “Expedia” branded website or in
respect of products not listed on the Incentive Plan page of the Website;
2.4 Marketing Fees will not be paid on void transactions or on cancelled or no-stay Bookings;
2.5 Marketing Fees will be subject to taxation in accordance with this Schedule 1;
2.6 Marketing Fees will not be paid on any Bookings for hotels on such brands as Expedia will
notify TAAP Member in writing from time to time, such notice being provided in accordance with the
notice procedure set out in paragraph A3 during the Term of this Agreement.
2.7 TAAP Member must cooperate fully and provide Expedia with all reasonable assistance, as
requested by Expedia, in connection with any investigation by Expedia into suspected Booking fraud.
2.8 Expedia reserves the right to deduct any amount paid towards Bookings by use of vouchers or
coupons from Marketing Fees.
3 Variation of Marketing Fee Rates and Tiers.
3.1 TAAP Member acknowledges and agrees that Expedia may, from time to time in its sole discretion
and without requiring the further consent of TAAP Member, vary the Marketing Fees. If Expedia makes
such a variation, it will notify TAAP Member of its decision in writing (which notification may be by email
or by a notice displayed on the Website). If Expedia makes such a notification, the variation of the
Marketing Fees will apply from the first day of the next calendar month following the month in which any
such notification is made by Expedia.
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3.2 Subject to paragraph A3.1 above,TAAP Member acknowledges and agrees that Expedia may, from
time to time in its sole discretion and without requiring the further consent of TAAP Member, (i) vary the
Tier thresholds; (ii) vary or cease the Tier benefits; (iii) vary or cease the Tier program and benefits in
its entirety; and/or vi) vary or cease any other benefits over and above the Marketing Fees (such as
staff travel benefits). If Expedia makes a change, it will notify TAAP Member of its decision in writing
(which notification may be by email or by a notice displayed on the Website).
4 Expedia Products. The parties anticipate, and will use all reasonable endeavours to secure,
that Expedia and/or an Expedia Group Member will be treated as the supplier to the customer of an
Expedia Collect Travel Product or Car (collectively, the “Expedia Rate Products”) for VAT (Value
Added Tax) purposes as applied by Directive 2006/112/EC and GST/HST/PST/QST purposes as
applied by goods and services provisions in Canada and Canadian provinces and territories, and TAAP
Member will not do, or omit to do, anything that may reasonably be expected to result in any tax authority
taking a contrary position. In particular, TAAP Member will not account to any tax authority on the basis
that it is the supplier to the customer of Expedia Rate Products. TAAP Member further agrees that any
payments it collects in relation to Expedia Rate Products are collected on behalf of Expedia and/or an
Expedia Group Member, and it will account in its records for such payments as such. TAAP Member
will not issue invoices that expressly or implicitly state that TAAP Member is making a supply of any
Expedia product, whether on a standalone basis or as part of a package, to the Customer. TAAP
Member will not correspond with any tax authority concerning the tax treatment of Bookings without first
consulting with Expedia, including allowing Expedia to review and comment on such correspondence
and to make any amendments that Expedia reasonably requires.
B. PAYMENTS.
1 Timing of Payment. During the Term, within thirty (30) days after the end of each calendar
month during which TAAP Member facilitated any Bookings (for Gold and Platinum Tier TAAP
Members) or realized Consumed Bookings (for Standard and Silver Tier TAAP Members), Expedia or
its reporting agent will furnish TAAP Member with a statement of and pay: (i) any amount due to TAAP
Member by way of Marketing Fees in relation to Consumed Bookings (for Standard and Silver Tier
TAAP Members) and Bookings (for Gold and Platinum Tier TAAP Members); (ii) the GBV of Bookings
facilitated in the prior calendar month that are not considered to be Consumed Bookings; and (iii) the
stay date for Bookings facilitated that have not yet been consumed. For the avoidance of doubt, unless
otherwise agreed in writing by Expedia, Marketing Fees will only be paid on Consumed Bookings for
Standard and Silver Tier TAAP Members and paid on Bookings for Gold and Platinum Tier TAAP
Members. Save as provided in this paragraph B1, Expedia or its reporting agent will remit all Marketing
Fees payments owed to TAAP Member by means of electronic transfer to TAAP Member’s bank
account, as submitted when applying for access to TAAP, or as otherwise indicated from time to time
in writing by TAAP Member and agreed to by Expedia. While Marketing Fees will continue to accrue,
Expedia reserves the right not remit payment in any calendar month unless the amount of Marketing
Fees accrued is at least $50 (fifty US Dollars) (or such other amount as agreed by Expedia in writing);
provided that in the calendar month ending on the last day of December Expedia will remit payment of
all Marketing Fees then accrued during the year, regardless of amount. Expedia may withhold
Marketing Fees due to TAAP Member under the Agreement and credit such amounts payable toward
offsetting or recouping any amounts owed by TAAP Member as a result of the payment in error by
Expedia of Marketing Fees on prior Bookings that are subject to paragraph B2 below or due to a
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payment, administration or tracking error by Expedia. Expedia may also withhold Marketing Fees due
to TAAP Member under the Agreement pursuant to paragraph D below.
2 Invalid Bookings. Expedia will be entitled to immediate annulment and (where applicable)
repayment of Marketing Fees relating to “Invalid Bookings.” An Invalid Booking will be a Booking that
in whole or in part: (i) is cancelled; (ii) is, in Expedia’s reasonable opinion, fraudulent; (iii) results in a
chargeback for any reason (including, without limitation, fraud, duplication or other errors in payment
processing, or a credit not processed); or (iv) relates to any conduct of TAAP Member that breaches
this Agreement. For the avoidance of doubt, no Marketing Fees will be paid or any payable in relation
to “Invalid Bookings”.
C. TAXES.
1. TAAP Member Tax Liabilities. Notwithstanding any other provision to the contrary herein,
TAAP Member will be responsible for any and all taxes, duties and impositions imposed on TAAP
Member resulting from this Agreement (including with respect to any payments or compensations
received by you relating to the Events), including interest and penalties thereon and additions thereto.
TAAP Member is also responsible for any and all taxes on or measured by TAAP Member’s Booking
Fees, including any such taxes required to be collected from Customers, and TAAP Member is solely
responsible for remitting such taxes to the applicable tax authority.
2. Sales, Use, and Similar Transfer Taxes. All sums payable or deemed to be payable by TAAP
Member to Expedia or an Expedia Group Member as consideration under this Agreement will be
deemed to be exclusive of any value-added, sales, use, goods and services, consumption, or similar
transaction tax, charge, duty, fee, assessment or levy imposed in any jurisdiction (“Transaction
Taxes”). An amount equal to such Transaction Tax shall in each case be paid by TAAP Member to
Expedia or the relevant Expedia Group Member. All sums payable or deemed to be payable by
Expedia or an Expedia Group Member to TAAP Member under this Agreement shall be deemed to be
inclusive of any Transaction Tax chargeable on the supply or supplies for which such sums are the
consideration for Transaction Tax purposes. TAAP Member will collect any applicable taxes from
Customers with respect to each Booking (excluding any TAAP Member’s Booking Fees) in the exact
amount and manner provided through the Website, and, with respect to any Booking located in the
United States, remit such taxes to Expedia or the relevant Expedia Group Member to remit to the
applicable tax authority and/or supplier.
3. Withholding Taxes. TAAP Member will deliver to Expedia, prior to receipt of any payments
hereunder, a duly completed and signed copy of IRS Form W-9, IRS Form W-8BEN-E, or IRS Form W-
8ECI (or any successor thereto), to establish that TAAP Member is not subject to United States income
tax withholding. TAAP Member will promptly notify Expedia of any change in circumstances which
would cause TAAP Member to be subject to United States income tax withholding. Such form will be
kept on file at Expedia. TAAP Member will provide Expedia with an updated version of IRS Form W-9,
IRS Form W-8BEN-E, or IRS Form W-8ECI (or any successor thereto) every three years or promptly
on request and will promptly notify Expedia of any circumstance that impacts the validity of the
information previously provided. If TAAP Member does not comply with its obligations under this
paragraph, Expedia will be entitled to withhold payment due to TAAP Member under the Agreement
until a duly completed and signed copy of Form W-9 or updated IRS Form W-9, IRS Form W-8BEN-E,
or IRS Form W-8ECI (or any successor thereto), has been received by Expedia, in the medium
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requested by Expedia or deduct and withhold on any payment to the TAAP Member in order to comply
with its obligations under U.S. tax laws. Expedia shall be entitled to deduct and withhold any other US
state and local, Canadian or other foreign taxes as required under applicable current or future law on
any payments to TAAP Member. All amounts withheld by Expedia pursuant to this paragraph will be
treated as paid to the TAAP Member.
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SCHEDULE 2
TERRITORY SPECIFIC REQUIREMENTS
United States of America
You agree you will adhere to and comply with the requirements below (“Territory Specific
Requirements”):
1) EXPEDIA+ REWARDS
You and your Representatives are not permitted to take part in Expedia+.
2) You and your Representatives will comply with all applicable seller of travel laws (e.g., U.S. state-specific travel agent registration requirements; Canadian registration requirements (TICO); etc.).