EXPEDIA TRAVEL AGENCY AFFILIATION …...EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019) 2 1. Definitions Acceptable Use Policy means the Expedia Inc. Web Site

EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019)

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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).


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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;


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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;


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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;


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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;


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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.

http://www.expedia.com/


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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.


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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


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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


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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.


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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


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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;


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(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


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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


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(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


16

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


17

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;


19

(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;


22

(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


23

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.

mailto:[email protected]


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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.).

Documents

EXPEDIA TRAVEL AGENCY AFFILIATION …...EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev April 2019) 2 1. Definitions Acceptable Use Policy means the Expedia Inc. Web Site