TripConnect Customer Terms & Conditions

This document sets out the terms and conditions (referred to as the “Agreement” or “Terms & Conditions”) on which you may make use of the TripConnect Platform (referred to as “Customer” or “You”). Please read these Terms and Conditions thoroughly before using the TA Sites and the TripConnect Platform (collectively the “TA Services”). By using the TA Services you acknowledge and agree to be bound by these terms and conditions. Failure to comply with these terms and conditions will result in immediate withdrawal of the TA Services. TripAdvisor may, in its absolute discretion modify, suspend or terminate the TA Services at any time.

1. Description of Service

TripAdvisor shall display the Customer advertisement(s) in accordance with the budget stipulated through the TripConnect Platform (“Platform”) and subject to these Terms & Conditions. In order to be eligible for these services, Customer must have the ability to accept online bookings through a certified internet booking engine or other similar functionality, which is operative and properly connected with the Platform. TripAdvisor cannot offer any guarantee of availability or service quality.

Defined Terms

a.   “Agreement”or “Terms & Conditions” means these TripAdvisor TripConnect Terms and Conditions.

b.   “Daily Cap”means the maximum amount which Customer elects to be charged per day. The Customer’s advertisement link will be taken down from the hotel price comparison search each day promptly once the daily cap has been reached.

c.   “Deliverables”means the inventory to be delivered (e.g., clicks, or other desired actions).

d.   “End Date”means the end date of the campaign. Once this date has been reached, the Customer’s link will no longer be live in the hotel price comparison search.

e.   “Platform”means the TripAdvisor TripConnect Platform through which Customer may use the service.

f.   “Policies”mean the then existing TripAdvisor advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with TripAdvisor’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates)

g.   “Requests”means the traffic purchasing requests made by Customer for placements and advertising on TripAdvisor’s, or its Affiliates’ web sites and/or newsletters.

h.   “Total Budget”means the maximum campaign allowance entered by the Customer. Once the Total Budget has depleted, the Customer’s link will no longer be live in the hotel price comparison search.

2. Platform Rules

All Requests must be submitted through the Platform, and all such Requests and any other uses of the Platform by Customer are governed by these Terms and Conditions. No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with Requests, including without limitation those contained on or accompanying any form of payment, will be binding on TripAdvisor, whether in conflict with or in addition to these Terms and Conditions. Requests are binding on Customer and not subject to cancellation, except as provided below under Section 6. Customer will use TripAdvisor services in accordance with applicable law and in a manner which does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by TripAdvisor in its sole discretion. Each Request shall specify the types and amount of Deliverables, the price for such Deliverables, the maximum amount of money to be spent pursuant to the Request (if applicable), and the end date of the campaign (if applicable).

a.   Forecast Data: The forecast data provided by TripAdvisor through the Platform is merely an average forecast position, based on estimated budgets and click rates. Such forecast data is indicative only, and under no circumstances is TripAdvisor liable for any difference between forecast data and the actual results received by Customer.

b.   Display in TripAdvisor’s Hotel Price Comparison Search: Customer’s display in TripAdvisor’s hotel price comparison search is based on an auction model for cost per click advertising and TripAdvisor’ operates as a facilitator for each auction. The Platform compares Customer’s cost per click bid as it relates to the bids of other TripAdvisor customers to determine in what order Customer is displayed. Although, Customer may appear to bid at a certain position, TripAdvisor makes no guarantee that Customer’s advertising will display at such position, or that other customers will not outbid Customer.

c.   Cost per Click Limitations: The Platform has maximum and minimum cost per click bids. The market, as a result of the auction model, sets the maximum bid. TripAdvisor sets the minimum bid for each property (and in each market) based on a complex formula based on many factors.

3. Advertisements

TripAdvisor reserves the right, without liability, to reject, remove and/or cancel any ads which contain content or links which do not meet TripAdvisor’s advertising specifications, at TripAdvisor’s sole discretion. TripAdvisor may redesign its site at its sole discretion at any time.

a.   Customer hereby grants TripAdvisor the right to display its advertisement(s) on both the TripAdvisor Media Group branded Web sites, partner web sites, and emails that are related to the TripAdvisor Media Group, as defined at http://www.tripadvisor.com/pages/about_us.html. Failure by TripAdvisor to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.

b.   Customer shall be solely responsible for any web site linked to from such advertisements and shall indemnify TripAdvisor for all loss, costs, and damages in connection with any claims of infringement of any third party rights. Customer represents, warrants and covenants to TripAdvisor that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested advertisements (including, without limitation, all text, graphics, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this Agreement does not and will not violate any agreement to which it is a Party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site containing the advertisement.

c.   It is the Customer’s obligation to submit Advertising Material in accordance with TripAdvisor’s then existing Policies.

d.   Public Announcements. Customer hereby grants TripAdvisor permission to publicize the fact that it is a client of TripAdvisor in a press release. However, Customer shall not use, display or modify TripAdvisor’s trademarks in any manner without the prior written consent of TripAdvisor.

4. Cookies

a.   Where a Customer wishes to drop cookies on users’ device or use pixels, trackers, web beacons or other data collecting technology (the “Data Collecting Technology”) for the purpose other than displaying or providing advertising on the Site and tracking conversions and related data, and feed into analytics and measurements, it shall notify TripAdvisor in advance of booking an advertisement and provide all information requested by TripAdvisor regarding such Data Collecting Technology for these purposes.  If TripAdvisor authorises the Customer to use Data Collecting Technology, TripAdvisor will provide written authorisation within the Insertion Order and Customer agrees to use such Data Collecting Technology and all data collected from it solely in the manner disclosed to TripAdvisor. The Customer agrees and warrants that any Data Collecting Technology dropped on the TripAdvisor Site shall expire within 13 months of the date it is first dropped on a user’s browser.

b.   The Customer represents and warrants that it shall only drop Data Collecting Technology on the device of any user to whom such advertisement is served, provided that:

i.   the Customer complies with all applicable laws and regulations and all user preferences of which it is aware or should be aware, and shall not cause TripAdvisor to be in breach of any applicable laws, regulations and preferences;

ii.   the Data Collecting Technology is dropped or used only for the purposes of displaying advertising or analysing impressions, campaign performances and click-through rates, and not for any other purposes (including targeting or retargeting users off TripAdvisor or creating lookalike models); and

iii.   the Customer will not disclose the data collected through any such Data Collecting Technology to any third parties, or combine it with any information collected from other sources (including for the purpose of building user profiles).

5. Privacy and Compliance

From the date that an advertisement begins to run, through the expiration or termination of the Agreement or applicable Request, Customer shall have a privacy policy in place governing Customer’s use of end users’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to the related Request comply with all applicable laws, regulations and privacy policies, including all of the requirements the CAN-SPAM Act and the General Data Protection Regulation (EU) 2016/679. Customer agrees not to send any unsolicited, commercial email or other online communication (e.g., “spam”) through to TripAdvisor users and shall comply with all applicable TripAdvisor policies regarding bulk mail. For the purposes of any email or advertising placements, Customer designates TripAdvisor as the senders for compliance with the CAN-SPAM Act. This section shall survive the completion, expiration, termination or cancellation of this Agreement for a period of five (5) years.

6. Payment Terms and Calculations

a.   Payment Terms. Customer shall pay TripAdvisor for the display of advertising in immediately available funds or as otherwise approved by TripAdvisor. Customer grants TripAdvisor the right to regularly charge the form of payment on file as a means of satisfying the fees owed by Customer to TripAdvisor. All fees will be charged to Customer upon the earlier of (i) fees accruing in excess of the payment threshold, as identified during the TripConnect sign-up process, or (ii) thirty (30) days from the last payment due. All unpaid advertising fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. If a credit/bank/debit card is expired or the form of payment otherwise fails to authorize, the service will be discontinued without notice to Customer. In addition to any other rights, TripAdvisor may immediately remove Customer’s advertising in the event that it has a reasonable belief that Customer will not be able to fulfill its financial obligations under this Agreement, or it has detected some form of misuse, such misuse may include, but is not limited to, a representative of Customer notifying TripAdvisor that the use of the Platform by Customer is unauthorized. All sums payable by Customer to TripAdvisor under this Agreement are exclusive of any sales tax, indirect or other taxes chargeable on any supply to which those sums relate (except for VAT, which may be billed in Customer’s invoice). All billing calculations are based solely on clicks as calculated by TripAdvisor, and not Customer or any third party calculations.

b.   Payment Methods.

i.   Total Budget – No Daily Cap. If Customer selects Total Budget – No Daily Cap as their method of payment, the Customer shall set a Total Budget and TripAdvisor will endeavor to cease the display of Customer advertising as soon as commercially reasonable after the payment cap is met. Provided that Customer is not in breach of its obligation under this Agreement TripAdvisor shall continue to display Customer advertising, up to the set cap, until (a) the Total Budget has depleted or (b) the Customer pauses the campaign.

ii.  Total Budget – Daily Cap. If Customer selects Total Budget – Daily Cap as their method of payment, the Customer shall set a Total Budget and a Daily Cap, and TripAdvisor will endeavor to cease the display of Customer advertising as soon as commercially reasonable after the Daily Cap or Total Budget is met, whichever is sooner. Provided that Customer is not in breach of its obligation under this Agreement TripAdvisor shall continue to display Customer advertising on a daily basis, up to the set cap, until (a) the Total Budget has depleted, (b) the Daily Cap has been reached, or (c) the Customer pauses the campaign. Although TripAdvisor will use commercially reasonable efforts to cease the display of advertising once the Daily Cap is met, this change will not occur immediately and Customer may be charged up to 20% beyond their Daily Cap for clicks that are delivered during such time period. A “day” for the purposes of this section is from 12:00AM eastern US time through 11:59PM eastern US time.

iii. End Date – No Daily Cap. If Customer selects End Date – No Daily Cap as their method of payment, the Customer shall set an End Date and TripAdvisor will endeavor to cease the display of Customer advertising on the specified End Date. Provided that Customer is not in breach of its obligation under this Agreement TripAdvisor shall continue to display Customer advertising until (a) the End Date has been reached or (b) the Customer pauses the campaign.

iv.  End Date – Daily Cap. If Customer selects End Date – Daily Cap as their method of payment, the Customer shall set an End Date and a Daily Cap, and TripAdvisor will endeavor to cease the display of Customer advertising as soon as commercially reasonable after the Daily Cap is met. Provided that Customer is not in breach of its obligation under this Agreement TripAdvisor shall continue to display Customer advertising on a daily basis until (a) the End Date has been reached, (b) the Daily Cap has been reached, or (c) the Customer pauses the campaign. Although TripAdvisor will use commercially reasonable efforts to cease the display of advertising once the Daily Cap is met, this change will not occur immediately and Customer may be charged up to 20% beyond their Daily Cap for clicks that are delivered during such time period. A “day” for the purposes of this section is from 12:00AM eastern US time through 11:59PM eastern US time. 

7. Term and Termination

This Agreement is effective upon the date that Customer accepts these terms. TripAdvisor may terminate this Agreement at any time with immediate effect. This Agreement may be terminated by Customer at any time through the Platform, and TripAdvisor will endeavor to cease the display of Customer advertising within forty-eight (48) hours of such cancellation. If any Request is cancelled for any reason, Customer shall pay to TripAdvisor, within thirty (30) days after such cancellation, all amounts not yet paid for all ad requests delivered through the discontinuation of the advertising. So long as any Request remains in effect, these Terms and Conditions shall also remain in effect.

8. Liability, Warranty & Indemnity

a.   EXCEPT AS OTHERWISE STATED HEREIN, TRIPADVISOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE TRIPADVISOR SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE TRIPADVISOR SITE. TRIPADVISOR DOES NOT GUARANTEE THAT USE OF ITS WEBSITE AND PLATFORM WILL BE UNINTERRUPTED AND ERROR FREE. TRIPADVISOR DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL TRIPADVISOR OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY TRIPADVISOR FROM CUSTOMER FOR THE SPECIFIC AD AT ISSUE.

b.   Customer agrees to defend, indemnify and hold harmless TripAdvisor and each of TripAdvisor’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, ”Liabilities”), resulting from any claim against any such parties in connection with Customer’s advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of TripAdvisor.

9. General Provisions

These terms and conditions are governed by the laws of the Commonwealth of Massachusetts, USA. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts, for all disputes related to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Customer and TripAdvisor. TripAdvisor will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless TripAdvisor expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted Request will not be binding unless updated, as permitted, through the Platform. If any provision of these standard terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. These Terms and Conditions will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the subject matter of the Request. All notices to TripAdvisor relating to any legal claims or matters must be made in writing to TripAdvisor, attn: Group Corporate Counsel, 400 1st Avenue, Needham, MA 02494. If TripAdvisor and Customer have entered into a Non-Disclosure Agreement, TripAdvisor and Customer agree that the terms of such agreement will be deemed incorporated herein and further, that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. If TripAdvisor and Customer have not entered into a Non-Disclosure Agreement, then each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party’s attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. Notwithstanding the forgoing, confidential information may be disclosed by a receiving party in accordance with a judicial or other governmental order, provided the receiving party shall give the disclosing party reasonable opportunity to seek a protective order or equivalent, or obtain written assurance from the applicable judicial or governmental entity that it will afford the confidential information the highest level of protection afforded under applicable law or regulation. The Parties acknowledge and agree that TripAdvisor may archive an electronic copy of the fully executed Agreement. Except as specifically provided herein, any Request and these Terms & Conditions constitute the entire understanding and Agreement between the parties and supersedes any and all prior understandings and/or Agreements between the parties with respect to the subject matter. TripAdvisor may amend this Agreement at any time, by giving Customer notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Customer cancels this Agreement (as permitted by Section 7 herein or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Customer.

 

Last Updated: May 2018