Affiliate Program Terms and Conditions

EXPEDIA GROUP AFFILIATE PROGRAMME TERMS AND CONDITIONS

  1. INTRODUCTION 
    1. Thank you for your interest in the Expedia Group Affiliate Programme (‘Affiliate Programme’ or ‘Programme’).
    2. These terms and conditions for the Affiliate Programme, as updated from time, consist of: 
      1. the Affiliate Programme Requirements (the ‘Programme Requirements’) set out in Part A below; and
      2. the Affiliate Programme Trademark+ Bidding Requirements (the ‘TM+ Bidding Requirements’) set out in Part B below (if applicable); 

(collectively, the ‘Terms’).

  1. These Terms govern the relationship between Expedia, Inc. or such other Related Companies set out in Section 27.1 (‘Expedia’) and you (also referred to as the ‘Partner’) in relation to your application for and participation in the Affiliate Programme, except where (and solely to the extent that) Expedia or any of its Related Companies has entered into a written agreement with you that expressly disapplies these Terms. 
  2. You accept these Terms by:
    1. applying to participate in the Affiliate Programme, whether via the Administrator Site (as defined below) or the Affiliate Programme website accessible at https://affiliates.expediagroup.com, or such other domain as specified by Expedia from time to time (‘EG Affiliate Hub’);
    2. enrolling in or otherwise beginning participation in the Affiliate Programme; and/or
    3. by continuing to participate in the Affiliate Programme after you have been notified of a change in these Terms in accordance with Section 2.3.
  3. Where not expressly defined herein, the Defined Terms in these Terms shall have the meaning ascribed to them in the attached Schedules 1 and 2.

Part A: Expedia Affiliate Programme requirements

  1. REQUIREMENTS
    1. Expedia has appointed a third party, whose details are set out in Section 29 (Administrator’s contact information) below, to administer this Programme (‘Administrator’) through the Administrator’s website (‘Administrator Site’) and/or the EG Affiliate Hub. Please read these Terms carefully as they contain important information about your participation in the Affiliate Programme, including details about limitations of liability and dealing with disputes.
    2. BY ACCEPTING THESE TERMS AND/OR ENROLLING IN OR OTHERWISE ACCESSING THE AFFILIATE PROGRAMME, AS APPLICABLE, YOU:
      1. ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM; 
      2. ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS (PROVIDED THAT NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY WHICH CANNOT BE LAWFULLY LIMITED OR EXCLUDED); 
      3. HEREBY REPRESENT AND WARRANT THAT YOU ARE NOT AN INELIGIBLE PARTY (AS DEFINED BELOW), ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS; AND 
      4. ARE AND WILL REMAIN IN COMPLIANCE WITH THESE TERMS. IF YOU ARE A COMPANY OR OTHER CORPORATE ENTITY, THEN THE PERSON AGREEING TO THESE TERMS ON BEHALF OF THAT COMPANY OR CORPORATE ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORISED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS. 
    3. We may modify any of these Terms at any time on providing you with at least thirty (30) days’ notice: 
      1. by posting a revised version of these Terms and/or a change notice on the Administrator Site or the EG Affiliate Hub; or 
      2. by us or the Administrator sending notice of such modification to you by email to the email address then currently associated with your Account.
    4. Modifications will be effective on the date specified in the revised Terms, change notice or email notification (as applicable), which must be at least thirty (30) days after you received the revised Terms, change notice or email notification (as applicable).
    5. IF YOU DO NOT AGREE TO ANY MODIFICATIONS WHICH ARE NOTIFIED TO YOU IN THE MANNER SET OUT ABOVE, THEN YOU MUST PROVIDE NOTICE TO US THAT YOU WISH TO TERMINATE YOUR PARTICIPATION IN THE AFFILIATE PROGRAMME AND CEASE SUCH PARTICIPATION BEFORE THE MODIFICATIONS COME INTO EFFECT. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY NOTICE FROM YOU TO THE CONTRARY, YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION TO THE TERMS, WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
  2. PROGRAMME SUMMARY AND ENROLMENT 
    1. The Affiliate Programme: 
      1. permits Partners to promote certain travel products which are available through the Expedia Sites (‘Travel Products’), to users of Partner Site(s) (‘Travellers’) by utilising and/or otherwise displaying certain tools including links, banners, widgets, coupon vouchers, discount codes, APIs (including the Programme APIs, as defined below), the Deep Link Generator (as defined below), search engine modules, deals modules, data feeds (including the Data Feed, as defined below), co-branded sites and other tools or technologies as may be provided and/or made available to the Partner by Expedia from time to time at Expedia’s discretion (‘Tools’); and 
      2. enables Partners to earn Commission for certain Qualifying Transactions in relation to the Travel Products (as described in Section 16).
    2. You may only participate in the Programme and link to Expedia Sites via website(s) and software application(s) (including mobile websites, emails, apps, etc.) that: 
      1. you own and/or operate; and/or 
      2. for which we have granted our specific consent, pursuant to these Terms, 

(in each case, such sites are hereinafter referred to as a ‘Partner Site’ or ‘Site’). 

How to enrol in the Administrator Site. 

  1. Where the Partner enrolment process is conducted via the Administrator Site (note that this process is not required in the EG Affiliate Hub), you must first be invited by us to join the Affiliate Programme. Such invitation will contain details of how to complete any required application to the Programme (‘Programme Application’) and to submit the same to us. 
  2. You will ensure that the information in your Programme Application and otherwise associated with your Account (as defined below), including your email address and other contact information, is at all times complete and accurate. We may send any notifications, approvals and/or other communications related to the Programme to the email address then currently associated with your Account. 
  3. You will be deemed to have received all notifications, approvals and other communications sent to the email address associated with your Account.

Evaluation of your application. 

  1. We will evaluate your Programme Application and notify you of your acceptance or rejection. 
  2. We may approve or reject your Programme Application at our discretion. 

Intellectual Property. 

  1. All Tools are the property of Expedia, its affiliates or its third-party licensors.  Expedia, its affiliates or its third-party licensors, as applicable, retain all right, title and interest in and to the Tools and all Intellectual Property Rights related thereto.
  2. All information, data, artwork, text, video, audio, media files and images, and all other content relating to services, promotions and content, including price and availability information, product descriptions and photographs provided by Travel Suppliers, all of which relate to the Travel Products (collectively, the ‘Travel Products Content’) are the property of Expedia, its affiliates or its third-party licensors.  Expedia, its affiliates or its third-party licensors, as applicable, retain all right, title and interest in and to the Travel Products Content and all Intellectual Property Rights related thereto. 
  3. From time to time, Expedia may also provide to you content that is created in order to advertise the Travel Products and any related Travel Products Content (‘Merchandising Content’) and such Merchandising Content, including the content itself and all Intellectual Property Rights therein, is the property of Expedia, its affiliates or its third-party licensors.  Expedia, its affiliates or its third-party licensors, as applicable, retain all right, title and interest in and to the Merchandising Content and all Intellectual Property Rights related thereto. Travel Products Content and Merchandising Content is collectively referred to as ‘Expedia Content’.
  4. You do not have, nor does your use of the EG Affiliate Hub give you, any ownership interest in the Expedia Content or the EG Affiliate Hub. The EG Affiliate Hub and the Expedia Content are protected by US and/or international intellectual property and/or proprietary rights laws, which may include copyright, trademark, patent or trade secret rights. 
  5. You may use the EG Affiliate Hub solely for your personal or internal business use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer, or sell or re-sell the EG Affiliate Hub or any Expedia Content.
  6. ACCOUNT CREATION 
  7. You acknowledge and agree that to participate in the Programme, you are required to register for and maintain an Account to access the Administrator Site and/or the EG Affiliate Hub.  
  8. In relation to the creation of the Account, you warrant and represent to us that:
    1. the Account Information that you provide to us is accurate, complete, valid (where applicable) and that you will maintain it in such condition on an ongoing and continuous basis; and
    2. if you create an Account on behalf of an entity, such as your business or employer, you represent that you have the requisite legal authority to create the Account and bind that entity to these Terms and that you can provide evidence of such authority upon request.
  9. ACCOUNT SECURITY
  10. You acknowledge and agree that: 
    1. you shall be responsible for and shall use your best efforts at all times to maintain the security and secrecy of your Account Information and the username and password of your Account;
    2. you may not assign or otherwise transfer your Account to any other Person or use anyone else’s Account at any time to access the EG Affiliate Hub;
    3. you are responsible for all activity from your Account; 
    4. you must notify Expedia without delay if you detect any unauthorised use of your Account; and
    5. you shall be solely responsible for and hold us harmless from any losses or claims arising from or in relation to any breach of security of the username and/or password to your Account, except to the extent such losses or claims are directly attributable to our own acts or omissions.
  11. RESTRICTIONS ON ENROLMENT AND PARTICIPATION IN THE PROGRAMME

Who may not enrol/join. 

  1. Without our prior written approval, Ineligible Parties may not enrol in or join the Programme or submit Programme Applications. 
  2. If you become an Ineligible Party after you enrol in the Programme, you agree that in accordance with our rights under Section 17 (Suspension), we may immediately suspend your participation in the Programme if you are an Ineligible Party, and may also notify you stating that we intend to terminate your participation in the Programme.
  3. INELIGIBLE SITES
  4. At all times during your participation in the Programme, you will ensure that your Partner Site(s) do not:
    1. depict or promote: violence, drug use or sexually explicit, or politically controversial material; material that is fraudulent, defamatory or obscene; or any material that contains misinformation/fake news;
    2. reproduce content from other websites without express licence or permission or without proper accreditation or reference where required;
    3. use any method to falsely/illegally boost your social media engagement (e.g. in relation to number of likes, followers, comments);
    4. appear incomplete—e.g. still under construction;
    5. promote illegal activities or unlawful discrimination of any kind;
    6. promote or contain any materials which infringe or assist others to infringe the Intellectual Property Rights of others;
    7. contain any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, racially or ethically discriminatory, or otherwise objectionable;
    8. otherwise violate any applicable federal, state, local and international laws and regulation;
    9. use any services or practices to mask or hide your IP address and/or your referring URLs;
    10. contain any spyware, malware, adware, virus, worm, Trojan horse or other subversive, malicious or harmful code, or any application not expressly and knowingly authorised by Travellers prior to being downloaded or installed on their computer or other device; 
    11. operate as a sub-affiliate network (i.e. operates a product or service that provides digital marketing services to one or more businesses), including influencers’ networks (unless exceptional written approval has been granted by Expedia, at the discretion of Expedia); 
    12. operate as a travel agent;
    13. copy or resemble the look and feel of Expedia/any Related Company of Expedia, or create an impression that your Site(s) are part of Expedia/any Related Company of Expedia; or
    14. otherwise operate in a manner which Expedia deems unsuitable for the Programme (as determined at Expedia’s discretion) which Expedia communicates to the Partner. 

(any Sites which do not comply with the above restrictions are ‘Ineligible Sites’)

  1. If a sub-affiliate network is granted approval by Expedia to participate in the Programme, then the approved sub-affiliate network must ensure that its partners comply with these Terms.
  2. FORFEITURE OF COMMISSION FOR INELIGIBLE PARTIES AND INELIGIBLE SITES
  3. In the event that we suspend or terminate your participation in the Programme under Section 6.2, you shall not be eligible for Commission during any period that you were an Ineligible Party, and that we may, without limiting any other right or remedy at law or in equity to which we may be entitled:  
    1. remove your Partner Site(s) from the Programme and/or require the Administrator to do so;

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

    3. require the Administrator to withhold sums and/or require such repayments from you, and that you authorise the Administrator to take such actions in accordance with our instructions.

  4. RESPONSIBILITIES INCLUDING THOSE REGARDING YOUR SITE
  5. You are solely responsible for the Partner Site(s), including all content and other material that appears on the Partner Site(s). For example, you are solely responsible for: 
    1. any use of the Tools, regardless of whether it is permitted by these Terms; 
    2. maintaining a privacy policy that adequately discloses to Travellers how you and third parties (including Expedia and other advertisers) track, collect, use, store, share and disclose Traveller Data, serve advertisements and use cookies, pixels and other tracking technologies; 
    3. ensuring that all content on your Partner Site does not violate or infringe any rights (including privacy, intellectual property or other proprietary rights) of Expedia and/or a third party; and 
    4. ensuring that your display and/or use of the Tools, Expedia Content, all Expedia Marks and any other information content or materials does not violate the guidelines and restrictions set forth in Section 10 of these Terms, the Programme Documentation or any agreement between you and any other person or entity.
  6. In creating or publishing any content under these Terms, you: 
    1. shall exercise reasonable skill and care;
    2. grant Expedia (and each of our Related Companies) an irrevocable, sub-licensable, royalty-free, perpetual, worldwide licence to use the content, in whole or in part, for the purposes of this agreement on any website(s) and/or platforms owned or controlled by Expedia (or any of our Related Companies), social media, any advertising materials, publications, marketing materials and/or presentations, and in any and all other media. Any statements, posts and/or feedback that you provide may be paraphrased, amplified and/or shortened; and
    3. agree and consent that during your participation in the Programme, Expedia (and any of our Related Companies) can use your content, including your name, likeness, voice, social media handle, channel or blog name, and any other attributes in the content in a manner which Expedia (or any of our Related Companies) reasonably determines is required to support the purposes of these Terms, including the use in any media that accepts advertising or promotional content or communications (including digital, print, television or radio).
    4. represent and warrant that:
      1. any content you create and/or publish under these Terms and the Programme, shall not infringe any copyright, trademark, patent, registered design or any Intellectual Property Rights of a third party;
      2. your statements, comments, posts and feedback are true and accurately reflect your honest opinion(s) and experience(s) about Expedia’s products and services, and Expedia’s competitors’ products and services to the extent applicable; and
      3. you are at least 18 years of age and have the right and authority to agree to these Terms in your own name;  
    5. if you create and publish content including in any capacity as an influencer, content creator or content curator, you shall:
      1. clearly and prominently state the following (or substantially similar wording, with our prior approval) on the Site(s), or any other location where Expedia may authorise your display or use of the Travel Products Content: ‘If you book through the link below, I’ll receive a commission based on a percentage of the price. Still, the views in this [video][article][post] are entirely my own’; and
      2. insert the term ‘Paid link’ near the affiliate link.
    6. shall comply with: 
      1. reasonable requests and instructions by Expedia in relation to these Terms; 
      2. the guidelines and restrictions for use of the Tools, Expedia Content and Expedia Marks set forth in these Terms, including Section 10; 
      3. all applicable laws, regulations, rules and government and industry guidelines applicable to you, and the creation of the content and other material that appears on the Site(s), including, if applicable, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising in the USA (available at https://www.ftc.gov/legal-library/browse/federal-register-notices/16-cfr-part-255-guides-concerning-use-endorsements-testimonials-advertising (see also the FTC’s Endorsement Guides: What People Are Asking, at https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking#affiliateornetwork), an Influencer’s Guide to making clear that ads are ads issued by the Advertising Standard Authority in the United Kingdom (available at https://www.asa.org.uk/resource/influencers-guide.html) and any similar rules and guides in the jurisdictions applicable to you and the content you create; and 
      4. the terms of use of the Site where your content is published, including such Site’s terms applicable to advertising and endorsement on or via the Site. 
    7. shall refrain from doing or saying anything which may bring Expedia (or any of our Related Companies) into disrepute, contempt, scandal or which may reasonably be interpreted by Expedia as being prejudicial or detrimental to Expedia; and
    8. agree and confirm that your relationship with Expedia is that of an independent contractor and as an independent contractor, you shall not be considered as an employee of Expedia for any purposes, including tax obligations, and shall not be eligible to participate in any of Expedia’s medical, benefit or health plans. 
  7. Where your Site(s) contain an email list (‘Email Publishers’), we shall indicate whether each Email Publisher must:

    1. obtain our approval before sending email promotions on behalf of us to Travellers;

    2. promptly supply examples of email promotion which the Email Publisher proposes to use;

    3. promptly provide full disclosure as to the origin and source of its list or database of email addresses, including supplying satisfactory evidence that these have been properly purchased or licensed; details of the party from whom they have been purchased or licensed; and details which demonstrate that they have been created, supplied and operated in accordance with data protection and other applicable laws.

  8. You must specify the URLs you will use to track Transactions as part of the sign-up process via the Partner Management Area (‘Authorised URLs’). We may ignore transactions entered into via URLs other than Authorised URLs and/or withhold Commission in respect of them. You may add additional or substitute URLs from time to time via the Partner Management Area; however, such URLs will only become operational once confirmed as such by us.

  9. USE AND PROHIBITED CONDUCT
  10. You agree that you will not:
    1. use any link(s) that sends Travellers indirectly to the Expedia Sites via an intermediate site or web page;
    2. use any other method that impedes Travellers from determining which site or application they click within or through use of any Tools;
    3. take any action that could reasonably mislead Travellers regarding: (i) our relationship with you; or (ii) the website on which any searching or booking of Travel Products is occurring (e.g. through the use of iFrames);
    4. display and/or utilise any Tools, Expedia Content or Expedia Marks within any pop-up or pop-under windows, transitional page ads or layer ads around or in conjunction with the display of any site that is not the Partner Site;
    5. mislead or misrepresent to Travellers as to the origin, affiliation or nature of the Partner Site(s), products or services;
    6. display and/or use any Tools, Expedia Content or any Expedia Mark in a manner (by proximity or otherwise) that implies Expedia’s endorsement or commercial association with any product, service, party or cause;
    7. take any action to register as a trademark or domain name any Expedia Mark or any mark or domain name that contains, is confusingly similar to, or otherwise seeks to copy, benefit from or interfere with our interests in and use of Expedia Marks as either a trademark, domain name or meta tag;
    8. display or otherwise use any trade name, trademark, service mark, logo or other similar indicia of identity or source of any Travel Supplier in connection with the use and/or display of any Tools or Expedia Content, except in the form and manner provided by Expedia or in accordance with any trademark usage guidelines provided by such third parties;
    9. attempt to artificially increase your Commission in any way (e.g. by causing any page of an Expedia Site to open in a browser other than as a result of the Traveller utilising any Tools and/or Expedia Content or Expedia Marks on your Site, or by artificially generating clicks, impressions or bookings, whether by way of a robot, spider, scraper or software programme or other automated means or any manual process for any purpose (e.g. other method designed to emulate a click by a real person);
    10. violate the restrictions in any robot exclusion headers on the Affiliate Hub and/or any Expedia Site, or bypass, circumvent or avoid any measure employed to prevent or limit access to the Affiliate Hub and/or such Expedia Site;
    11. take any action that imposes, or is likely to impose, an unreasonable or disproportionately large load on the technology or infrastructure of Expedia (e.g. using scraping/caching or crawler type requests on Expedia’s servers);
    12. collect, use or disclose personal information under or in relation to the Affiliate Programme unless you have obtained all relevant consents to do so, including that you will not knowingly collect, use or disclose personal information from children in contravention of any applicable laws relating to personal information;
    13. request, obtain, store, cache or otherwise use any account information of Expedia customers in connection with any Expedia Sites (including any usernames or passwords of Expedia customers); 
    14. engage in any Deeplinking to any portion of the EG Affiliate Hub for any purpose;
    15. engage in any Deeplinking, except in accordance with Section 14.2 of these Terms;
    16. use or register the names or trademarks of Expedia or its partners, or any variant, misspelling, transliteration, script or similar characters thereof, or any combination containing or script representing said terms in any trademark, trade name, reference, domain name, subdomain, site reference (e.g. www.expedia.partnersite.com or www.partnersite.com/expedia) or second-level domain name (e.g. www.expedialike.com or www.exp3dia.net), unless previously expressly approved by Expedia; 
    17. display and/or utilise any Tools or Expedia Content without linking to the Expedia Site;
    18. use iFrames or similar functionality to display and/or utilise any Tools or Expedia Content or incorporate any part of the EG Affiliate Hub; 
    19. use any functionality that places a cookie on a Traveller’s device, e.g. ‘front doors’ and toolbars with such functionality; 
    20. engage in any marketing activities on behalf of us, any Related Company or our partners in connection with the Programme, that are not expressly permitted by these Terms. For example, you will not use any Expedia Mark, Tools or Expedia Content in any offline promotion or in any other offline manner (e.g. in any facsimile, direct mailing, text messaging, email or attachment to email, or other document, or on television, radio or other offline media); 
    21. scrape, crawl or monitor the Expedia Sites, any other websites operated by Expedia, by any Related Company or by other partners through which Tools and/or Expedia Content is available; 
    22. allow (and will take reasonable steps to prevent) any direct or indirect extraction, re-purposing and/or aggregation of any Tools and/or Expedia Content (including the use of Travel Suppliers’ information and photos), Confidential Information or any other data or information made available under these Terms; 
    23. use ‘Expedia’ or any related logos from any Related Company in any toolbar activities/placements (for example, by promoting discounts available on cashback sites); 
    24. allow any Tools, Expedia Content, Expedia Marks, and/or the names or trademarks of Expedia or a Related Company to be placed, displayed and/or used on any Partner Site that you do not own and operate under your own brands and for your own benefit (i.e. you cannot use any part of the Tools or Expedia Content on sites that you operate for third parties/third-party brands, even if you own such sites, and on third-party sites); 
    25. use any Tools,  Expedia Content and/or Expedia Marks in connection with providing others with the capability of and/or soliciting others to join a partner marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Expedia (e.g. you will not use Tools and/or Expedia Content provided in relation to these Terms to set up/administer a sub-network of Partners or publishers, regardless of whether you own and/or own and operate sites on behalf of the intended third-party partners or publishers); 
    26. misuse or otherwise infringe any trademarks of any Travel Supplier or any misspelling, variant, transliteration, script or a substantially similar or confusingly similar version thereof by using or registering it as a domain name or sub-domain name; and
    27. create a harm or financial detriment to us (or our group members) (including a significant or unusual increase in the number of Void Transactions or risk of fraudulent transactions). 

Tools and Expedia Content comparison. 

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

Coupon Codes. 

  1. You may not display and/or use Tools that include coupon, voucher or discount codes (‘Coupon Codes’) unless Expedia expressly provides the Coupon Codes to you via either email or via the Administrator Site or the EG Affiliate Hub. If Expedia provides Coupon Codes to you, you agree that:
    1. you will comply with all applicable laws, including marketing and advertising laws; 
    2. you will only display the specific Coupon Codes that Expedia makes available to you and you must display any terms and conditions provided by us from time to time in relation to any Coupon Codes and/or any text regarding the applicability of such terms and conditions and any associated URL link as provided by us; 
    3. you will not use any functionality whereby the Traveller must click any link to reveal the Coupon Code; and 
    4. you may receive reduced Commission or no Commission for Consumed Verified Transactions in which the Coupon Code was redeemed in accordance with the applicable Commission information displayed on the Administrator Site or the EG Affiliate Hub (as applicable).

Search marketing Coupon requirements. 

  1. These terms have the following meaning: 
    1. Coupon’ means an authorised promotion, explicitly approved by Expedia, whereby the Traveller must enter a Coupon Code at checkout to redeem the advertised discount or promotion; 
    2. Deal’ means an on-site promotion, sale or site-wide saving that is available to the public and does not require a Coupon Code to be entered for the Traveller to redeem the advertised discount or promotion. 
  2. At all times during your participation in the Programme, you will ensure that your search engine optimisation (‘SEO’) and search engine marketing (‘SEM’) activities related to Expedia: 
    1. clearly differentiate between a Coupon and a Deal; and  
    2. align with the following requirements for sales, Deals, promotions and Coupon advertisements:
      1. advertising must: (i) be clear and accurate; (ii) not mislead; (iii) not exaggerate; (iv) not be offensive and (v) not cause harm; 
      2. any messaging provided by Expedia for sales, Deals, promotions and Coupon advertisements must be used as provided without any edits or alterations; 
      3. an offer like ‘Save up to £X’ off should read as such and should not be expressed: 
        1. as a flat amount off in GBP; or 
        2. without stating any limitations applicable to the offer (e.g. ‘Save up to £400 when you book flight+hotel on Expedia’ should not read ‘£400 off on Expedia packages’);
      4. price guarantees offered by any brand must not be presented as a Coupon Code or a site-wide Deal and must not be advertised in ad copy;
      5. Deals and/or Coupons advertised in SEO copy or SEM copy must match a relevant landing page on Expedia; and
      6. The Partner shall display links to the full terms and conditions associated with Deals and Coupons. 
  3. You agree that you shall not undertake or engage in any of the following (each hereinafter referred to as ‘Prohibited Search Marketing Activities’): 
    1. The Partner shall not promote unauthorised Coupons or refer to illegitimate promotions that do not exist on the Expedia Site; the Partner shall not promote unauthorised Coupons in its meta description or refer to illegitimate promotions that do not exist on the Expedia Site; and
    2. The Partner shall not use Coupon- and Deal-related keywords in its Page Title Text and/or meta descriptions. These keywords can only be used in conjunction with a numerical keyword (25%, 10%, etc.) if it is: a) a legitimate offer on the Expedia Site or b) the Partner has explicit written approval from Expedia to promote an authorised Coupon campaign. 
  4. If your SEO activities and/or SEM activities are not in compliance with any of the requirements outlined in these Search Marketing Coupon Requirements (or any other terms and conditions of these Terms), or if you engage in any Prohibited Search Marketing Activities, we may provide you with notice stating that we intend to take any of the following actions and provide our reasons for doing so. If your non-compliance is remediable, you must remedy the non-compliance within ten (10) days of receiving notice. If you do not remedy the breach within five (5) days of receiving notice, or if the non-compliance cannot be remedied, we will be entitled to take any of the following actions:
    1. remove the Partner Site from the Programme; 
    2. terminate your participation in the Programme and these Programme Conditions; and/or
    3. withhold Commission on any booking(s) from commissionable lines of business when the booking is made in conjunction with Prohibited Search Marketing Activities.

However, if the non-compliance constitutes fraudulent or illegal activity, exposes us to third-party liability or may cause harm to Travellers, then we may take the above actions by immediate notice. 

Keyword bidding. 

  1. If we or our Related Companies receive a request from a Travel Supplier, or a Travel Supplier imposes any requirements on us, that you cease bidding on or otherwise using any name or trademark of any such Travel Supplier, or to register a negative keyword of such Travel Supplier, then you shall, at our request, promptly cease the use or bidding in question on such name or names, or register such negative keyword(s).
  2. Without Expedia’s prior written approval, you may not bid on, including for preferential placement in any search engine or other paid advertising, or otherwise use to drive consumers to your websites or businesses, any Expedia Marks or any misspellings or variants of, or substantially similar names and marks to, any Expedia Brand. In addition, at our request, you will cause any search engine designated by us to exclude Expedia Marks from keywords used to display your advertising content in association with search results (e.g. request exclusion by negative keyword bidding). 
  3. If Expedia gives you prior written approval to bid on the Approved Bidding Terms, you agree to comply with Expedia’s TM+ Bidding Requirements.
  4. You must not develop or use any browser extensions to:
    1. display any unauthorised alerts, advertisements or other content to consumers including via toolbars, pop-ups, pop-unders or ad injections on Expedia Sites; 
    2. redirect a Traveller’s browser to another website via affiliate links; or 
    3. display advertisements or other content containing any trademarks (other than Expedia Marks where authorised) on the Expedia Sites. 
  5. You must not develop or use any browser extensions to engage in any activity that results in any names, brands or links unconnected to Expedia appearing in connection with Expedia Marks, including through the use of advertising supported software.
  6. LIMITED LICENCE TO TOOLS, EXPEDIA CONTENT, EXPEDIA MARKS AND RESERVATION OF RIGHTS
  7. Subject at all times to the limitations set out in these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free licence to reproduce and display on the Partner Site: 
    1. Tools;
    2. Expedia Content; and 
    3. Expedia Marks, 

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

  1. You acknowledge that Expedia owns all right and interest in the Expedia Marks, and that any rights created by your use of the Expedia Marks pursuant to these Terms shall inure to the benefit of Expedia.  
  2. You further agree not to use any Expedia Marks other than as permitted here and always in accordance with the applicable Trademark Usage Guidelines, and that you shall not adopt or use any misspelt, typo-variant, transliterated, script, or a substantially or confusingly similar version of:
    1. any Expedia Marks; or 
    2. the marks, URL, trade name, trademark, logo or branding of Expedia, any of its affiliated companies or partners, or of any third party in any unauthorised manner whatsoever (including as part of any trademark or domain name, in any meta tags, search engine advertising, marketing or optimisation, any other online or offline marketing, or in any advertising, press releases, etc.). 
  3. You may only: (a) use, display or refer to any Expedia Marks, domain names, URL or trade name in the form provided by Expedia and  (b) in connection with the offering of Tools and/or Expedia Content provided by Expedia on Partner Sites, during the course of your participation in the Programme. 
  4. All such use, display or references referred to in Section 11.4 above must cease immediately, and any pages or references must be removed immediately upon the termination of your participation in the Programme or relationship with Expedia. 
  5. You will not register, license or control any domain name containing any Expedia Mark or any misspellings, variants of, transliterations or script forms of, or any confusingly  similar names or marks to any Expedia Mark. 
  6. You must not use any Expedia Marks in meta tags on any website that you own, operate or control.
  7. Other than the limited licence and rights granted under these Terms, Expedia reserves all rights, titles and interest in the Expedia Marks and domain names. 
  8. No rights or title to, ownership of or interest in the Affiliate Programme, the Tools, any Expedia Content, Expedia Marks or domain names of Expedia or its partners, or any Intellectual Property related to the Affiliate Programme, are transferred to you under these Terms or otherwise. 
  9. All goodwill resulting from your use of the Expedia Marks will inure to the benefit of us.

Limited licence to your Trademarks 

  1. By participating in this Affiliate Programme, you grant Expedia a limited, non-exclusive, transferable, sublicensable across multiple levels, royalty-free licence to reproduce and display your trademarks as provided to us from time to time (your ‘Trademarks’) in any medium for the purposes of these Terms.  
  2. We agree to only use your Trademarks in compliance with any form, design or use requirements you advise us of in writing.
  3. We acknowledge that you own all right and interest in your Trademarks, and that any rights created by our use of your Trademarks pursuant to these Terms shall inure to your benefit.  
  4. We further agree not to use any of your Trademarks other than for the purposes of these Terms and always in accordance with any form, design or use requirements you advise us of in writing, and that we shall not adopt or use any misspelt, typo-variant, transliterated, script, or a substantially or confusingly similar version of your Trademarks. 
  5. We may only use, display or refer to your Trademarks, domain names, URL or trade name in the form used or provided by you during the course of your participation in the Programme. 
  6. Upon the termination of your participation in the Programme or relationship with Expedia, we will promptly remove all use, display or references to your Trademarks. 
  7. We will not register, license or control any domain name containing any of your Trademarks or any misspellings, variants of, transliterations or script forms of, or any confusingly similar names or marks to any of your Trademarks. 
  8. Other than the limited licence and rights granted under these Terms, you reserve all rights, titles and interest in your Trademarks and domain names.
  9. PROGRAMME REQUIREMENTS AND DOCUMENTATION 
  10. By participating in the Programme, you agree that you are and will remain in compliance with: 
    1. these Terms; 
    2. any relevant agreement on APIs that we provide you in writing (‘API Agreement’) (if applicable); 
    3. any other policies, specifications, guidelines and other materials that we provide you in writing, or which we inform you via thirty (30) days’ previous notice that you are required to comply with from time to time; and 
    4. any applicable laws.

(collectively, the ‘Programme Documentation’). 

  1. You agree to provide us with all information reasonably requested by us on reasonable notice, to verify your compliance with the Programme Documentation. If we determine, acting reasonably, that you or any person or entity affiliated or associated with you has materially breached any of the terms in the Programme Documentation, we may, without limiting any other right or remedy to which we may be entitled, give you  thirty (30) days’ notice stating that we intend to take any of the following actions and provide our reasons for doing so. If the breach is remediable, you must remedy the breach within five (5) days of receiving notice. If the breach is not remedied within five (5) days of receiving notice, or if the breach cannot be remedied, we will be entitled to take any of the following actions: 
    1. remove the Partner Site(s) from the Programme or require the Administrator to do so; and 
    2. terminate your participation in the Programme and terminate all related agreements;

however, if the breach constitutes fraudulent or illegal activity, exposes us to third-party liability or may cause harm to Travellers, then we may take the above actions on immediate notice.

  1. If you are based in continental Europe or in the United Kingdom and you disagree with our decision, please reach us at affiliatehubsupport@expediagroup.com
  2. AUDIT
  3. As long as you are a participant in the Programme and for a period of 7 years thereafter, you acknowledge and agree that you shall (and shall procure that your Corporate Affiliates shall) retain copies of all books, systems, reports, practices, data, records and documents which relate to your participation in the Programme (‘Audit Items’). 
  4. Where we (acting reasonably and in good faith) suspect that you may have committed: 
    1. a breach of these Terms which may adversely impact our interests; 
    2. fraud; and/or 
    3. a breach of applicable laws; 

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

  1. We shall use our audit rights under this Section 13 solely for the purpose of conducting such investigation and verification.
  2. TOOLS
  3. You acknowledge and agree that you will not alter, modify or otherwise change the Tools without Expedia’s prior written consent. For example, you may not use a URL shortener that obscures the way in which the Tool links to the Expedia Sites. Expedia may also provide you with access to Tools for display on your Site(s) from one or more of the following sources:

Deeplink

  1. The ‘Deeplink Generator’ is a tool that allows you to generate a direct link to a web page (e.g. the infosite page for a certain hotel) within the Expedia Site. If Expedia provides you with access to the Deeplink Generator, you agree not alter, modify or otherwise change the Deeplinks created by the Deeplink Generator. 
  2. Your use and display of the Deeplink Generator will comply with any usage guidelines that we may provide to you in writing from time to time, provided that we will inform you of any new guidelines with at least thirty (30) days’ prior notice.

Data Feed

  1. Expedia’s Data Feed is a feed that contains the Travel Products Content available for booking through the Expedia Site(s) that is available through a flat file generator, an Expedia interface (i.e. any Expedia Site from which you can download the content in the form of an Excel file) or an XML interface (‘Data Feed’). 
  2. If we provide you with access to the Data Feed or any Travel Products Content, you agree that any display of such content by you shall be without amendment or alteration of any kind and that the same shall be displayed solely for the purpose of linking directly from your Sites to an Expedia Site and promoting the Travel Products. 
  3. You also agree to comply with any usage guidelines that we may provide to you in writing from time to time, provided that we will inform you of any new guidelines with at least thirty (30) days’ prior notice.

Widget Generator

  1. The ‘Widget Generator’ is a tool that creates widgets that enable Travellers to search for Travel Products. If we provide you with access to the Widget Generator or any widget, you agree that any display of such content by you shall be without amendment or alteration of any kind and that the same shall be displayed solely for the purpose of linking directly from your Sites to Expedia and promoting the Travel Products. 
  2. You also agree to comply with any usage guidelines that we may provide to you from time to time. Expedia reserves the right to make changes to any of the content (including logos, images and other components) within our Widget Generator, even once placed on your website.

Banners 

  1. This is a tool that creates banners that enables Travellers to link through Expedia Sites. If we provide you with access to this tool, you agree that:
    1. the use of the tool code and any display of the banner by you shall be without amendment or alteration of any kind; and 
    2. the banner shall be displayed solely for the purpose of linking directly from your Sites to Expedia and promoting the Travel Products. 
  2. You also agree to comply with any usage guidelines that we may provide to you in writing from time to time, provided that we will inform you of any new guidelines witth at least thirty (30) days’ prior notice. Expedia reserves the right to make changes to any of the content (including logos, images and other components) within our banners, even when placed on your website. 
  3. You represent and warrant that you own or have the necessary legal rights to use and display the banners and all Intellectual Property Rights therein, including trademarks, trade names, copyright, domain names, URLs and website links, and that your use and display of the banners will not violate or infringe upon any Intellectual Property Rights of any person or entity. 

Application programming interfaces. 

  1. Expedia’s proprietary application programming interfaces (each a ‘Programme API’) permit authorised users to access and use Travel Products Content determined by Expedia in its discretion. 
  2. Expedia may grant you a revocable, non-exclusive, non-sublicensable (whether to a corporate affiliated party or otherwise), non-transferable, royalty-free, licence to:
    1. use the Programme API and the API Specifications (as defined below); and 
    2. use, distribute, reproduce, perform and display the Expedia Content and/or Tools (where applicable) provided through the Programme API;

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

  1. If we provide you with access to any Programme API, you acknowledge and agree that:
    1. the Programme API integration at is your own cost;
    2. from time to time, Expedia may, on reasonable notice to you and at your own cost, take such steps as are required to integrate any modifications to the Programme API into Partner Sites to a new version of the Programme API; 
    3. you will comply with any specifications regarding the use of the Programme API (‘API Specifications’) that Expedia may provide to you from time to time. If we make any updates to the API Specifications that change any substantial requirements imposed on you, we shall provide you notice of any updates and shall provide you with a copy of the revised specifications by email. Such updates shall come into effect on the date set out in the notice (which shall be no sooner than thirty (30) days after the notice takes effect). If you notify us that you object to the updates, either party may terminate these Terms in accordance with Section 19.1;
    4. you will not attempt to alter the Programme API in any way without Expedia’s prior written consent, including any alterations that would change the manner in which pricing for Travel Products is displayed;
    5. you will not copy, adapt, reverse engineer, decompile, disassemble, modify the Programme API or attempt to do so, or permit any third party to do so;
    6. you will not make or attempt to make any error corrections whatsoever to the Programme API without Expedia’s prior written consent;
    7. you will ensure that any booking of Travel Products searched through any Programme API will always take place on the Expedia Site(s); and
    8. you will comply with any additional Programme API policies, guidelines and best practices that we may make available to you from time to time (including via the EG Affiliate Hub). We shall provide you notice of any changes and shall provide you with a copy of the revised terms by email. Such changes shall come into effect on the date set out in the notice (which shall be no sooner than thirty (30) days after the notice takes effect). If you notify us that you object to the changes, either party may terminate these Terms in accordance with Section 19.1.

General.

  1. Unless otherwise specified by Expedia, and subject always to the requirements in these Terms, the positioning, placement, frequency and other editorial decisions related to the display of the Tools and/or Expedia Content on your Site shall be made by you. 
  2. You are solely responsible for the display of any Tools and/or Expedia Content on the Partner Site(s) and ensuring that the Tools and/or Expedia Content is formatted in a manner which allows Expedia and the Administrator to track referrals of Travellers from the Partner Site(s). Any delay in or failure to implement, operate and maintain these correctly may cause referrals not to be identified. Commissions cannot be paid in respect of such unidentifiable referrals.
  3. You will not display any Tools and/or Expedia Content in any translated format without Expedia’s prior written consent and will promptly remove and/or update any outdated Tools and/or Expedia Content (e.g. expired Coupon Codes, offers and Deals). 
  4. You will remove any Tools and/or Expedia Content displayed on the Partner Site or change the way such Tools and/or Expedia Content are displayed on the Partner Site, without delay upon instructions from us.
  5. From time to time, Expedia may request that you display Tools and/or Expedia Content for the purpose of undertake a one-off advertising campaign to promote the Travel Products and Expedia Marks. For this purpose, the parties will enter into a standalone insertion order setting out the commercials of the campaign (‘Insertion Order’) in the form of the template in Schedule 4 (which, for the avoidance of doubt, shall be on the terms of these Terms).
  6. The terms of all effective and mutually signed Insertion Orders are incorporated into the agreement we have with you under these Terms, provided that to the extent of any inconsistency, these Terms will prevail over any conflicting terms in an Insertion Order, except that any Commission set forth in an Insertion Order shall be effective for the purposes of such Insertion Order only.
  7. PUBLICITY
  8. Each party agrees that it will not release any publicity, advertisement, news release or public announcement regarding any aspect of your participation in the Affiliate Programme or the relationship between the parties, without the other party’s prior written approval.
  9. COMMISSION
  10. Defined terms specifically relevant to the Commission are set out in Schedule 2 of these Terms.
  11. As a Partner in the Programme, you may earn the commission specified on the Administrator Site/EG Affiliate Hub for certain Qualifying Transactions, which might be based on (by way of example only): 
    1. Gross Booking Value or Net Transaction Value;
    2. Net Rental Amount (for Vrbo/Stayz/Bookabach/Abritel/Fewo-Direkt);
    3. Net Revenue (for Vrbo/Stayz/Bookabach/Abritel/Fewo-Direkt); or
    4. any other values, including, a combination of these values,

(together ‘Commission’).

  1. You will only be entitled to receive Commission for Qualifying Transactions in accordance with these Terms and at the levels set out on the Administrator Site and/or the EG Affiliate Hub at the relevant time. If any levels of Commission set out on the Administrator Site and/or the EG Affiliate Hub are amended, you will be notified in writing in accordance with Section 2.3.
  2. You will be paid the Commission earned for each month via the Administrator. You acknowledge and agree that any and all calculations regarding Commission shall be treated as final (subject always to Sections 16.12 and 16.13).
  3. We will be entitled to withhold the payment of any Commission until each of the following conditions precedent are satisfied:  
    1. the aggregate Commission due to you in a calendar month exceeds the following minimum payment thresholds: £20/US$30/€30 per currency per month. A payment matrix of minimum threshold amounts is available on request for all other currencies. For the avoidance of doubt, Commissions earned below such threshold in any month shall be carried forward to the following month.

    2. you have been approved to enrol in the Affiliate Programme on the Administrator Site and created an account in accordance with Sections 3 and 4 of these Terms; 

    3. you provide the information requested by the Administrator to electronically transfer funds to you; 

    4. you have provided the Administrator with current information relating to your tax status (including tax registration status, postal address and organisation name), and to ensure the payment details in the EG Affiliate Hub are correct at all times; and 

    5. you issue an invoice to the Administrator in the exact amount shown on the corresponding request for payment from the Administrator. 

  4. You expressly acknowledge and agree that if you do not draw down funds or provide sufficient information for Administrator to electronically transfer funds to you, the following process shall apply:
    1. If a self-bill has been generated by you, but Administrator has been unable to transfer payment:

      1. the Administrator shall attempt to contact you a reasonable number of times, using the contact details you  have provided, to inform you of the inability to make payment into your account; and 
      2. not less than eighteen (18) months from the date that the self-bill was raised, the Administrator shall send a letter to the address provided by you, granting you thirty (30) days to provide the information the Administrator requires to enable payment.
    2. If you have not generated a self-bill then: not less than eighteen (18) months from the date that the funds are available for you to raise a self-bill, the Administrator shall send a letter to the address provided by you, granting you thirty (30) days to raise a self-bill and ensure the correct details have been provided for payment to be made. 

  5. If any funds remain unclaimed for more than eighteen (18) months, Expedia and/or the Administrator will make reasonable attempts to contact you to claim payment. If any amount remains unclaimed for more than eighteen (18) months after Expedia and/or the Administrator’s reasonable attempts, such unclaimed funds will be returned to Expedia for processing, including potential reporting and remittance as unclaimed property. If any and all value added (VAT), goods and services, sales, use, excise, gross receipts vehicle hire, consumption, services and any other similar tax, duty, imposition, fee or charge, however designated, that is not imposed on, measured by, or based on gross or net income (‘Transaction Tax’) applies to the Commission, and if information related to your Transaction Tax status changes (including Transaction Tax  registration status, Transaction Tax  number (if applicable), address and organisation name or if you cease to be registered for Transaction Tax, if you transfer your business as a going concern or become registered under another Transaction Tax number), then you shall promptly inform the Administrator of such change and ensure that your details are correct at all times. The Administrator confirms that it is authorised by the relevant tax authorities to raise Transaction Tax invoices on your behalf (subject to agreement with you). 

  6. You therefore agree:

    1. not to issue Transaction Tax invoices to the Administrator for Commissions earned; and

    2. that the Administrator shall raise self-billing Transaction Tax invoices on your behalf for the duration of these Terms.

  7. You shall ensure that the payment details in the EG Affiliate Hub are correct at all times. The Administrator will not be responsible for any mis-payment or return of Commission where you have submitted incorrect bank details to the Administrator.
  8. Where the transfer of funds to you incurs bank charges, the Administrator reserves the right to pass on such charges to you.
  9. Where you request payment in a currency other than the currency the Programme is tracked in, the Administrator shall convert the Commission paid by Expedia in the original currency to the requested currency at a reasonable market rate.
  10. If you (acting reasonably and in good faith) dispute any Commission, you must notify us promptly in writing (and no later than ninety (90) days from receipt of the Commission) and provide reasonable supporting evidence. If you fail to raise a dispute in writing by this date, you shall waive your right to dispute any such Commission. 
  11. Upon receipt of your notice under Section 16.12, we shall investigate, and both parties shall negotiate in good faith to attempt to resolve the dispute promptly. If we are unable to resolve the dispute within sixty (60) days of your notice of dispute, the dispute shall be resolved in accordance with Section 28.3
  12. The raising of a dispute shall not affect your obligation to pay any amounts due to us, and nothing in this clause shall prevent us from commencing court proceedings or seeking interim relief.
  13. You acknowledge and agree that if you receive Commission for transactions that are determined by us or the Administrator to be Void Transactions, we may deduct and set-off from the Commission owed to you in any month, any payments which were previously made for such Void Transactions. We may also require you to refund to us any amounts that we and/or the Administrator may have overpaid to you in prior periods including, without limitation, amounts paid for Void Transactions.
  14. SUSPENSION
  15. If you materially breach or if we, in good faith, believe that you have materially breached or are likely to materially breach these Terms, we shall provide you with notice stating that we intend to take any of the following suspension actions and provide our reasons for doing so. If your breach is remediable, you must remedy the breach within five (5) days of receiving notice. If you do not remedy your breach within five (5) days of receiving notice, or if the breach cannot be remedied, we will be entitled to suspend: 
    1. your participation in the Programme; 
    2. your access to the Tools and/or Expedia Content; 
    3. the licences granted to you by us;

however, if your breach constitutes fraudulent or illegal activity, exposes us to third-party liability or may cause harm to Travellers, then we may suspend with immediate effect on notice to you. 

  1. Such a suspension will remain in force and effect until such time as we notify you that: 
    1. we are satisfied, acting reasonably, that the breach is remedied;
    2. you may otherwise continue to access the Tools and/or Expedia Content and use the relevant licences; or 
    3. we have decided to terminate your participation in the Programme. 
  2. You must not attempt to access the Tools or Expedia Content, or use any licence(s) granted to you by us, while any such suspension is in force.
  3. If we exercise our right of suspension under Section 17.1, we are also entitled, upon providing a written notice of the reasons for the same to you, to suspend the performance of our obligations under these Terms with immediate effect,  and such suspension shall not in any respect limit or be prejudicial to other rights or remedies which we may have under law. However, notwithstanding any suspension of our obligations under this clause, we remain obliged to make payments of any Commissions which are valid and earned by you on or prior to our provision of notice to you or suspension (whichever was earlier) under Section 17.1.
  4. FORCE MAJEURE

  5. Neither you nor us shall be liable to the other for any failure or delay in the performance of its obligations under these Terms (save in respect of any obligation to pay any amounts due and payable) to the extent that such failure or delay arises due to reasons beyond such party’s reasonable control, provided always that the affected party promptly notifies the other of the cause and likely duration of the failure or delay and takes all reasonable steps, including implementation of its business continuity and disaster recovery plan, to overcome the failure or delay as soon as possible. For the avoidance of doubt, hotel overbookings shall not be considered a force majeure event.

  6. If either party fails to perform or is delayed in performing its obligations for ninety (90) days or more due to a force majeure event set out in Section 18.1, then either party shall be entitled to terminate these Terms forthwith upon written notice.

  7. TERMINATION

  8. Either party may terminate your participation in the Programme by providing thirty (30) days’ prior written notice. 

  9. Upon any termination of your participation in the Programme for any reason, you acknowledge and agree that:
    1. you shall only be entitled to those unpaid Commissions which are valid and which were earned by you on or prior to the date of termination;
    2. you will not be entitled to Commission with respect to any amount of referrals delivered after the date of termination;
    3. any and all licences you have with respect to the Tools, Expedia Content and Expedia Marks will automatically be terminated;
    4. you will immediately stop using the Tools, Expedia Content and Expedia Marks and materials and promptly remove from your Site(s) and delete or otherwise destroy all links to the Expedia Site, all Expedia Marks and materials, all other Expedia Content and any other materials provided or made available by or on behalf of us to you in connection with the Programme; 
    5. the licences and consent you have provided us under Sections 9.2.3 and 11.11 will automatically be terminated;
    6. our acceptance of additional transactions obtained through the Partner Site(s) shall not constitute a continuation or renewal of the arrangement or a waiver of such termination; and
    7. all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 20 (Confidentiality), 24 (Indemnification), 25 (Disclaimers), 26 (Limitation of Liability) and 28 (Miscellaneous) will survive the termination of your participation in the Programme and these Programme Conditions.
  10. No termination of your participation in the Programme will relieve either party from any liability for any breach of these Terms or any liability which has accrued prior to termination.
  11. CONFIDENTIALITY AND FEEDBACK
  12. If you have entered into a valid and currently effective non-disclosure agreement with Expedia (or its Corporate Affiliate, as applicable) that covers exchanges of Confidential Information arising out of or related to your participation in the Programme (an ‘NDA’), then the terms of such NDA will govern and control all such exchanges of information. In the event of any conflict between the NDA and these Terms, then the terms of the NDA will take precedence in respect of confidential information.
  13. If you have not entered into an NDA with us, then each party agrees that it will not disclose any Confidential Information that is disclosed to it (as ‘recipient’) by the other party (as ‘discloser’) (and that relating to the Administrator, whether disclosed by us or the Administrator) and that all Confidential Information will remain strictly confidential and will not be utilised, directly or indirectly, by the recipient for its own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process (provided that prior to such required disclosure, the recipient must seek the highest level of protection available and provide the discloser with reasonable advance notice). 
  14. The term ‘Confidential Information’ includes, but is not limited to, business and financial information, customer and vendor lists, and pricing and sales information or information about any members of the Programme other than you. ‘Confidential Information’ will also include any information that is designated by the discloser as confidential or that a reasonable person would consider to be confidential.  All Confidential Information will remain the discloser’s exclusive property.  
  15. You acknowledge that Commission-related information provided by us to you shall be considered Confidential Information for the purposes of these Terms, and you agree not to use (and to cause each of your group members not to use) any Commission-related information other than for the sole purposes of assessing the accuracy and completeness of such Commission for your financial accounting purposes. 
  16. Without limiting the foregoing, you agree not to use such Commission-related information to prepare for or in connection with or during your discussions, negotiations or contracting with (and shall not provide any of our Commission-related information to) any of your existing or prospective supply partners (as applicable), and you shall not provide such Commission-related information to any of your personnel involved in or connected with the same. We reserve the right to require additional controls around our Commission-related information as we consider appropriate.
  17. You may, from time to time, provide suggestions, comments or other feedback (‘Feedback’) to us, including in relation to the Affiliate Programme.  You agree that all Feedback you give us is and shall be given entirely voluntarily. Feedback shall not create any confidentiality obligation for us unless otherwise mutually agreed in writing.  
  18. Except in instances where the Feedback has been designated confidential in such a separate written agreement, you acknowledge and agree that we shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to us as we see fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. In the event that we share Feedback with third parties, we will ensure it is anonymised and aggregated by combination with other Feedback such that you are not identifiable or re-identifiable, and no Feedback is specifically attributable to you.
  19. PRIVACY
  20. Any personal data processed in connection with these Terms will be processed by each Party in its capacity as an independent and autonomous controller. Each Party will comply with the data protection requirements that apply to it as set out in the Affiliates Controller to Controller Agreement which can be found on our Partner Privacy and  Data-Handling Requirement set out in https://www.expediagroup.com/who-we-are/corporate-standards/partner-privacy-data-handling-requirements/default.aspx (as amended from time to time, provided that no changes to the Requirements will be deemed to take effect against you after the date on which you have last accepted these Terms without notice to the extent such changes: (a) are not required by Applicable Data Protection Laws or (b) otherwise have a material adverse impact on you, unless they have been accepted by you) (the ‘Requirements’). The Requirements are incorporated into these Terms by reference and a material breach of them will be a material breach these Terms. Terms not defined in this paragraph will have the meaning given to them in the Requirements. 
  21. COMPLIANCE WITH APPLICABLE LAWS
  22. Each party agrees to comply with all laws, ordinances, rules, regulations, orders, licences, permits, judgments, decisions and other requirements of any governmental authority that are applicable to the Programme and its participation or involvement in it.
  23. You warrant and represent that you are solely responsible for maintaining all licences, consents, permissions and financial security arrangements necessary in respect of any bookings made through the Expedia Site(s) in combination with other travel services or products arranged by you or a third party, including (where applicable) as required to comply with the requirements under the PTD (in your capacity as ‘organiser’) and all relevant local implementations of it, and any other current or future laws relating to package travel or LTAs in any jurisdiction as applicable.
  24. RESTRICTED PERSONS
  25. You warrant and represent on a continuing basis that you, your Corporate Affiliates and the Representatives of you and your Corporate Affiliates: 
    1. are not incorporated, headquartered or ordinarily resident in a country or region subject to comprehensive restrictions under Economic Sanctions (including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine); and
    2. are not a Restricted Person.
  26. You shall notify us immediately in the event there is a change to your status or the status of any of your Corporate Affiliates in relation to this Section 23 at any time, including any changes which mean that you or your Corporate Affiliate(s) is or begins operating in a country or region subject to comprehensive restrictions under Economic Sanctions.
  27. You acknowledge and agree that you shall notify us immediately if, at any time, you commence operating in any other country considered high risk from an Economic Sanctions perspective (including Russia, Ukraine and Venezuela). 
  28. You acknowledge and agree that you shall (and shall procure that your Corporate Affiliates and Representatives shall): 
    1. comply with all Economic Sanctions in the course of your participation in the Programme; 
    2. not act for or on behalf of, facilitate any activity involving, or otherwise engage or deal with any Restricted Person in relation to the Programme or the performance of your obligations under these Terms; and 
    3. not act or refrain from acting in such a way so as to bring Expedia or our Corporate Affiliates into breach of, or expose Expedia or our Corporate Affiliates to penalties under, any Economic Sanctions and shall co-operate with us in such regard.  
  29. You acknowledge and agree that under these Terms and in relation to the Programme, Expedia shall not be required to act or refrain from acting in any way that would be, in Expedia’s sole judgement, prohibited by or penalisable under any Economic Sanctions.
  30. You shall be liable for any breach of this Section 23 by you or your Representatives or act made by you or your Representatives, that would otherwise threaten to bring Expedia or our Corporate Affiliates into breach of any Economic Sanctions.
  31. Upon written request and no more than once a year, you shall complete a questionnaire of reasonable length or another form of risk review regarding your compliance with this Section 23 and Economic Sanctions.
  32. You shall notify us immediately of any breach of this Section 23.
  33. INDEMNIFICATION
  34. You agree to indemnify, defend and hold harmless Expedia and our Related Companies, and their directors, officers, employees, agents (collectively the ‘Indemnified Parties’), against any and all claims brought by any third party (including the Administrator), actions, demands, liabilities, losses, damages, fines, judgments, settlements, costs and expenses (including reasonable solicitors’ or other professionals’ fees) (collectively ‘Losses’) resulting in whole or in part from: 
    1. any claim that our use of your trademarks or any other materials or content you provide to us violates, infringes, misappropriates or otherwise wrongfully exploits any Intellectual Property Rights or other proprietary rights of any third party;

    2. any material breach of these Terms; 

    3. any claim related to your Site(s) or advertising practices; 

    4. your negligence or wilful misconduct;

    5. content other than Tools, Expedia Content and Expedia Marks (including any contaminated file, virus, worm or Trojan horse) originating from your Site(s);  

    6. your violation of any law in connection with these Terms; and/or 

    7. your use of the EG Affiliate Hub, the Administrator’s Site (and/or the Administrator’s other technology) and/or Tools and Expedia Content.

  35. We agree to indemnify, defend and hold you harmless against any and all claims brought by any third party (including the Administrator) for Losses (defined in Section 24.1) directly resulting, in whole or in part, from any claim that your use of our Tools or Expedia Content in accordance with these Terms, violates, infringes, misappropriates or otherwise wrongfully exploits any Intellectual Property Rights or other proprietary rights of any third party.
  36. You acknowledge and agree that Indemnified Parties shall be deemed intended third-party beneficiaries under these Terms, for the purposes of this Section 24, and that they shall be entitled to enforce their rights under this Section 24 against you.
  37. DISCLAIMERS
  38. YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING WITHOUT LIMITATION, AUSTRALIAN CONSUMER LAW), OTHER THAN AS EXPRESSLY SET OUT HEREIN, EXPEDIA DOES NOT MAKE ANY PROMISES ABOUT THE AFFILIATE PROGRAMME. FOR EXAMPLE, EXPEDIA DOES NOT MAKE ANY COMMITMENTS ABOUT THE TOOLS AND CONTENT WITHIN THE AFFILIATE PROGRAMME, INCLUDING THE EXPEDIA CONTENT, THE SPECIFIC FUNCTION OF THE AFFILIATE PROGRAMME OR ITS PROFITABILITY, RELIABILITY, AVAILABILITY OR ABILITY TO MEET PARTNERS’ NEEDS. EXPEDIA PROVIDES THE AFFILIATE PROGRAMME, TRAVEL PRODUCTS, EXPEDIA CONTENT, EXPEDIA SITES AND EXPEDIA MARKS ‘AS IS’. 
  39. To the maximum extent permitted by applicable law (including without limitation, Australian Consumer Law), the opportunity to participate in the Programme, your access to the EG Affiliate Hub and the Administrator Site, and all associated licences which we extend to you in relation to the same, are, except as otherwise expressly set out herein, provided without any warranty (either express or implied) or implied term of any kind, including any implied warranties or implied terms of satisfactory quality, fitness for a particular purpose or non-infringement. 
  40. Expedia makes no guarantees, warranties or representations of any kind concerning the Programme, the EG Affiliate Hub and/or any associate licences which we extent to you in relation to the same, except where a particular guarantee or warranty cannot be excluded under applicable law. 
  41. LIMITATION OF LIABILITY
  42. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) RELATED TO THESE TERMS OR THE PROGRAMME, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, EACH PARTY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS AND THE PROGRAMME WILL NOT EXCEED THE TOTAL COMMISSION PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO THE CLAIM OCCURRED. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 
  43. Expedia will not be liable for any inaccuracies except when it was caused or contributed to by a negligent or fraudulent act of Expedia.
  44. NOTHING IN THESE PROGRAMME REQUIREMENTS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR:
    1. DEATH OR PERSONAL INJURY; 

    2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR 

    3. ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, AUSTRALIAN CONSUMER LAW).

  45. CONTRACTING ENTITY
  46. By entering into these Terms, you are contracting with, and all references to ‘Expedia’ in these terms mean, the Contracting Entities mentioned below.
Brand Points of sales Contracting Entities 
Expedia All Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America
Hotels.com All Travelscape, LLC, a corporation located at 5000 W. Kearney Street, Springfield, MO 65803, United States of America

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

 

United States, Canada, Latin America (excluding Brazil) and Europe HomeAway.com, Inc., a corporation located at 11920 Alterra Parkway, Austin, TX 78758, United States of America
United Kingdom HomeAway.com, Inc., a corporation located at 11920 Alterra Parkway, Austin, TX 78758, United States of America
HomeAway UK Limited, a corporation located at Angel Building, 407 St. John Street, London EC1V 4EX, United Kingdom
Asia-Pacific (excluding Australia and New Zealand) Homeaway Emerging Markets Pte. Ltd., a corporation located at 38 Beach Road, South Beach Tower #09-13, Singapore 189767
Brazil Qualimídia Veiculação e Divulgação Ltda, a corporation located at Rua Joaquim Floriano 413, 18. Andar, Itaim Bibi, São Paulo, CEP 04534-011, Brazil
Australia Stayz Pty Limited, a corporation located at Level 17, 1 Martin Place, Sydney NSW 2000, Australia
New Zealand Bookabach Limited, a corporation located at Suite 18.2, 1 Albert Street, Auckland 1010, New Zealand
Travelocity All Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America
Travelscape, LLC, a corporation located at One Summerlin, 1980 Festival Plaza Drive, Suite 230, Las Vegas, NV 89135, USA
Orbitz All Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America
Orbitz, LLC, a corporation located at 500 W. Madison St., Suite 1000, Chicago, IL 60661, USA
CheapTickets All Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America
Orbitz, LLC, a corporation located at 500 W. Madison St., Suite 1000, Chicago, IL 60661, USA

Wotif

 

All Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America

Lastminute

 

Australia and New Zealand Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America
ebookers All Expedia, Inc., a corporation located at 1111 Expedia Group Way W, Seattle, WA  98119, United States of America

 

  1. MISCELLANEOUS PROVISIONS
    1. Any notice which you provide to us shall only be effective if it is in writing and received by us at the following email address: affiliatehubsupport@expediagroup.com.
    2. These Terms shall be governed by and construed in accordance with Washington law. Both parties irrevocably submit to the exclusive jurisdiction of the state and federal courts of King County, Washington, in the United States of America. 
    3. In any action, suit or proceeding to enforce any right or remedy under these Terms or to interpret any provision of these Terms, the prevailing party will be entitled to recover its reasonable solicitors’ fees, court costs and other expenses from the other party.
    4. Whenever used in these Terms, the terms ‘include(s)’, ‘including’, ‘e.g.’ and ‘for example’ mean, respectively, ‘include(s), without limitation’, ‘including, without limitation’, ‘e.g. without limitation’, and ‘for example, without limitation’. 
    5. Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under these Terms, may be made, taken or given in our reasonable discretion. In the event of a conflict between these Terms and the API Agreement (if any), these Terms will take precedence. 
    6. In the event of a conflict between these Programme Requirements and the API Agreement (if any), these Programme Requirements will take precedence except that the API Agreement will control with respect to your use of the Programme API, Data Feed and Deeplink Generator.
    7. You agree that no joint venture, partnership or employment relationship exists between you and Expedia as a result of these Terms or use of the EG Affiliate Hub. Each party’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits a party’s right to comply with law enforcement or other governmental or legal requests or requirements.
    8. If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. A party’s failure or delay in enforcing any provision of these Terms at any time does not waive that party’s right to enforce the same or any other provision(s) hereof in the future.
    9. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial, arbitration or any other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters and/or data mentioned on the EG Affiliate Hub are not intended to represent any real individual, company, product or event.
    10. Each party acknowledges that irreparable harm may result in the event of breach of these Terms and that monetary damages in such event could be inadequate to compensate the other party. Consequently, in the event of breach of any of these Terms, the other party is entitled, in addition to such monetary relief as may be recoverable, to such temporary, preliminary and/or permanent injunctive relief as may be necessary to restrain any continuing or further breach of these Terms, without showing or proving any actual damages or posting a bond or comparable security. Any rights not expressly granted herein are reserved.
    11. If you are a consumer under the Australian Consumer Law, you have certain rights, including under the consumer guarantees. Nothing in these Terms limits, excludes or modifies any rights you have that cannot lawfully be limited, excluded or modified. Information about the consumer guarantees is available from the website of the Australian Competition and Consumer Commission.
  2. ADMINISTRATOR’S CONTACT INFORMATION 

In these Terms, the details of the ‘Administrator’ shall be as follows: 

  • Registered name: Performance Horizon Group Limited
  • Email: affiliatehubsupport@expediagroup.com

 

Part B: Expedia Affiliate Programme TM+ Bidding Requirements*

  1. BIDDING
    1. You must not bid on:
      1. the Expedia Marks;

      2. the Approved Bidding Terms; or 

      3. the Expedia Marks in conjunction with any other words. In exceptional cases, Expedia might initiate contact with you to grant consent to bid on the Approved Bidding Terms in writing.

    2. Where consent is granted under Section 30.1.3, such consent may be withdrawn by Expedia at any time on reasonable notice to you. Upon receipt of such consent, the following requirements shall apply. 
  2. NEGATIVE KEYWORD MATCHING
    1. At our request, you will cause any search engine designated by us to exclude Expedia Marks from keywords used to display your advertising content in association with search results (e.g. request exclusion by negative keyword matching).
  3. REQUIREMENTS
    1. You agree to comply with the following requirements in connection with any bid on Approved Bidding Terms with any search engine:
      1. you may not bid on any Expedia Marks words or any misspellings or variants of, or substantially similar names and marks to, any Expedia Marks;
      2. you may not make any bid on any Approved Bidding Terms that exceeds an amount pre-approved by Expedia, and you shall make reasonable efforts to maintain the ad position pre-assigned by Expedia;
      3. your search engine ad copy (‘SEM Copy’) must:
        1. accurately and prominently disclose any limitations or restrictions on the Deal or the Coupon; 
        2. comply with the Search Marketing Coupon Requirements; 
        3. be displayed so that the offer advertised in the SEM Copy is prominently featured on your Site; 
        4. not contain anything that could reasonably confuse Travellers regarding any restrictions or limitations applicable to the Coupon or Deal; and 
        5. not state or imply that a Coupon is needed or available to obtain any savings on the Expedia Sites when:
          1. no coupon is necessary to obtain such savings; or
          2. such savings are applied to the booking price, automatically deducted at checkout without entering a code or awarded as a price match voucher for future travel.
  4. VISIBILITY 
    1. You agree to implement dedicated conversion tracking to the clicks generated from Trademark+ campaigns so that bookings made as a result of such clicks are clearly identifiable in the Administrator Site or EG Affiliate Hub (as applicable). 
    2. You also agree to provide to Expedia weekly Google Ads reports direct from Google Ads. The report should include the following information: Date(s), Partner Name, Campaign, Keyword, Ad Group, Status, Destination URL, Max CPC and/or any other such metrics as may be notified to you by Expedia.

Date: 9 November 2023

 

 

SCHEDULE 1 | DEFINITIONS

  1. DEFINITIONS

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

Account means your user account(s) for access to the Administrator Site and/or EG Affiliate Hub (as applicable);
Account Information means the information that you provide to use when you register for an Account;
Administrator has the meaning given in Section 29;
Administrator Site has the meaning given in Section 2.1;
API Agreement has the meaning given in Section 12.1.2;
API Specifications has the meaning given in Section 14.14.3 ;
Approved Bidding Terms means the terms set out here, as may be updated by Expedia from time to time;
Control or Controlled means, with regard to any entity, the legal or beneficial ownership, directly or indirectly, of fifty percent (50%) or more of the shares (or other ownership interest, if not a corporation) of such entity through voting rights or through the exercise of rights pursuant to agreement, or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity;
Corporate Affiliate means any person or entity that, directly or indirectly Controls, is Controlled by or is under common Control with a party;
Coupon Codes has the meaning given in Section 10.3;
Data Feed has the meaning given in Section 14.4;
Deeplink means a link which goes directly to any web page in an Expedia Site other than the home page of that Expedia Site;
Deeplink Generator has the meaning given in Section 14.2;
Economic Sanctions means any of the economic or trade sanctions, export control or anti-boycott laws, regulations, orders, directives, designations, licences or decisions of the United Nations, European Union, United Kingdom, United States or any other country with jurisdiction over activities undertaken in connection with these Terms and/or your participation in the Programme;
EG Affiliate Hub has the meaning given in the Introduction;
Email Publishers has the meaning given in Section 9.3;
Expedia, we, us or our means the entity or entities identified in Section 27 of these Terms (as applicable);
Expedia Content  has the meaning given in Section 3.11;
Expedia Sites means the Expedia brand’s internet website(s), including mobile compatible websites and any related apps which are specified in the EG Affiliate Hub and/or Administrator Site;
Expedia Marks means those trademarks, trade names and logos listed in Schedule 3 attached hereto, as may be changed from time to time, and all trade dress, domain names and URLs associated with those marks, names and logos;
Feedback has the meaning given in Section 20.6;
FTC Guides means the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising available at http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf and at http://www.ftc.gov/opa/2013/03/dotcom.shtm, and the rulings of the Advertising Standards Authority and the provisions of the British Codes of Advertising and Sales Promotion, and will not do anything contrary to such laws, regulations, rules and guidelines;
Indemnified Parties has the meaning given in Section 24;
Ineligible Party means: 
  1. any party whose Partner Site is (or becomes) an Ineligible Site; or
  2. any successor, employee, agent or Corporate Affiliate of any Ineligible Party;
Ineligible Site means any site that does not comply with the requirements set out in Section 7.1;
Intellectual Property or Intellectual Property Rights means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, domain name or other Intellectual Property Rights laws, and all similar or equivalent rights or forms of protection, in any part of the world;
Insertion Order has the meaning given in Section 14.19 ;
Losses has the meaning given in Section 24.1;
Merchandising Content has the meaning given in Section 3.11 ;
NDA has the meaning given in Section 20.1;
Pandemic Event means any delay or disruption caused by a pandemic (including, without limitation, the Covid-19 pandemic), including a shortage of any electricity or other utility, any embargo and/or any other trade restrictions, any delay/disruption caused in a supply chain and shortage/absence of Expedia employees and/or other personnel, provided that in each case the event occurs due to either:
  1. any mandatory measures introduced by a government and/or local or regulatory authority; or
  2. implemented by Expedia (acting reasonably) intended to prevent or delay the spread of the pandemic;
Partner, you or your has the meaning given in the Section 1.3;
Partner Site or Site has the meaning given in Section 3.2.2
Personal Data means any information that relates to an individual, including an employee, customer, Travellers, end user or any other individual, including: 
  1. first and last name;
  2. home or other physical address; 
  3. telephone number; 
  4. email address;
  5. identification number, location data or online identifier associated with an individual; 
  6. national identification number, credit or debit card number or account authentication data, such as passwords or PINs;
  7. employment, financial or health information; or 
  8. any other information relating to an individual, including cookie information and usage and traffic data or profiles, that is combined with any of the foregoing;
Programme API has the meaning given in Section 14.12;
Programme Documentation has the meaning given in Section 12.1;
Programme Requirements has the meaning given in the Introduction;
PTD means the Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements (‘Package Travel Directive’), as implemented in each European Member State and as amended from time to time;
Related Company

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

  1. a holding company;
  2. a subsidiary; or
  3. one of its joint venture partners.

An Expedia, Inc. and/or an Expedia Related Company shall not be interpreted to include IAC/InterActiveCorp or any of its subsidiaries;

Representative means the employees, directors, officers, consultants and agents of a Party or its Corporate Affiliates (as applicable);
Restricted Person means an individual or entity listed on, or 50% or more owned or controlled, directly or indirectly, individually or in the aggregate, by any one or more parties on any of the following lists: the EU Consolidated List of Designated Parties, maintained by the European Union; the Consolidated List of Asset Freeze Targets, maintained by the HM Treasury in the United Kingdom; any other list of designated parties maintained by the EU or its Member States; the United States List of Specially Designated Nationals and Blocked Persons or the United States Foreign Sanctions Evaders List, maintained by the United States Treasury Department’s Office of Foreign Assets Control; the United States Entity List or the United States Denied Persons List, maintained by the United States Commerce Department’s Bureau of Industry and Security; or any list of parties subject to asset-freezing measures issued by the United Nations;
Search Marketing Coupon Requirements means the requirements set out in Sections 10.410.7;
Tax/Taxes means any and all federal, national, state, local, provincial and other taxes, imposts, duties, levies, assessments and other similar governmental charges and fees of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts;
Terms has the meaning given in the Introduction;
Tools has the meaning given in Section 3.1;
Trademark Usage Guidelines means the guidelines regarding the usage of trademarks set out in Schedule 6 and as may be updated by Expedia in accordance with Section 11.1;
Travel Products has the meaning given in Section 3.1;
Travel Products Content has the meaning given in Section 3.10;
Travel Service(s) means travel services offered through the Expedia Site(s) from time to time including hotel, car and package reservations;
Travel Supplier means a third-party supplier of Travel Services such as an airline or provider of accommodation;
TM+ Bidding Requirements has the meaning given in the Introduction;
Travellers has the meaning given in Section 3.1; and
Traveller Data means the Personal Data that is processed by a party in connection with these Terms.
Widget Generator has the meaning given in Section 14.7;

 

 

SCHEDULE 2 | DEFINED TERMS FOR COMMISSION

  1. DEFINITIONS

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

Booked Transaction means the booking of a Travel Service booked through an Expedia Site: 
  1. that originates from a Click; 
  2. that is so booked within the Validity Period of a cookie being placed on the Traveller’s devices; and 
  3. for which the Click was the last action by the Traveller before the Traveller completed the transaction via the Expedia Site(s);
Click means a Traveller completing a click via the Tools or on Expedia Content displayed on a Partner Site linking to the Expedia Sites and which is not a Void Click;
Commission has the meaning given in Section 16.2;
Consumed Transaction

means a Booked Transaction that has been paid in full and consumed, and which shall be deemed to have immediately occurred where: 

  1. for any standalone property booking, the check-out day of such stay has passed and the stay actually occurred;
  2. for any standalone flight booking, meaning a standalone air booking of a flight reservation service in respect of both domestic and international flights offered through the Expedia Site(s) where the last leg of a one-way or return flight has been completed 
  3. for any standalone hire car booking, when the hire car is returned; 
  4. for any activities or services booking, where the relevant activity has occurred or the service has been fulfilled (as applicable); 
  5. for any package booking, when all travel components of the package have been completed in accordance with subsections (i) to (vi) of this definition; and 
  6. for any cruise booking, where the cruise booking has completed,

With respect to subsections (i)–(vi) of this definition, the date on which a transaction is deemed to a Consumed Transaction shall be the ‘Consumed Date’;

Consumed Verified Transaction means a Consumed Transaction that has been verified by a relevant Expedia Related Company, excluding Void Transaction(s) during the Consumed Verification Period;
Consumed Verification Period means a period of up to ninety (90) days following the relevant Consumed Date;
Gross Booking Value means the total price paid for a Travel Service to an Expedia Related Company by Travellers effecting a Qualifying Transaction, including any Taxes and fees paid by such Travellers at the time of travel;
Net Transaction Value means the total price paid for a Travel Service by Travellers effecting a Qualifying Transaction; excluding Taxes and fees paid by the Traveller at the time of booking and Taxes or fees paid by the Traveller at the time of travel;
Net Rental Amount means the rental amount handled by Vrbo/Stayz/Bookabach/Abritel/Fewo-Direkt payments from a Traveller for a Qualifying Transaction (after any discount applied by the Traveller), excluding: 
  1. taxes, tax recovery charges and other similar charges; 
  2. damage and security deposits; 
  3. any fees or charges; and 
  4. any payment for ancillary bookings, incidentals, add-ons or extras paid to the property which are paid by the Traveller;
Net Revenue means the sum of only those fees and commissions actually paid to Vrbo/Stayz/Bookabach/Abritel/Fewo-direkt by the Traveller and/or the Travel Supplier, respectively less the deductions stated below.  These two amounts are the only amounts that will be used as the baseline from which the Commission (if based on Net Revenue) is calculated and all other payments, fees and transactions, regardless of their amount or the parties involved in them, are excluded from the computation of Commission (if based on Net Revenue) earned by the Partner, including: Taxes, tax recovery charges and other similar charges;  indirect revenues (such as subscription fees and other revenues generated from ancillary services);
Qualifying Transaction(s) means:
  1. in the case of ‘Cost-per-Click’ placements (‘CPC Placements’), a Qualifying Transaction is a Click from a link via the Tools to the Expedia Site(s) that is not a Void Transaction; and 
  2. in the case of ‘Cost-per-Acquisition’ placements (‘CPA Placements’), a Qualifying Transaction is a Consumed Verified Transaction;
Validity Period means the period set out in the Administrator Site or the EG Affiliate Hub (as applicable);
Void Click(s) means a Click that is or is suspected to be, as determined by Expedia based on evidence before it, and acting reasonably and in good faith, the result of fraud, by a third party or otherwise, including Clicks which are generated by automated processes, web crawlers, robots or any other mechanism or method other than a bona fide click by a Traveller, or which results from fraudulent or other unlawful activity; and
Void Transaction

means:

  1. a Click or transaction that is not correctly tracked or reported because the links from the Partner Site to the Expedia Sites are not properly formatted; 
  2. a Click or transaction that violates these Terms; 
  3. any Void Click; and 

in the case of CPA Placements, any transaction: 

  1. that is subsequently cancelled, refunded, charged back, disputed by the Traveller that resulted from fraudulent or other unlawful activity, or for which Expedia does not receive payment; 
  2. for which the Traveller clicked a link on an online Channel after the Traveller left the Partner Site but before the Traveller completed the transaction via the Expedia Site; or 
  3. that was booked after termination of your participation in the Programme.

 

SCHEDULE 3 | EXPEDIA MARKS

In these Terms, ‘Expedia Marks’ are:

Brand Points of sales Expedia Marks 
ebookers Europe

ebookers

Logo

Description automatically generated

Expedia All

Expedia

Logo

Description automatically generated

A picture containing text, clipart

Description automatically generated  

Japan

 

エクスペディア

South Korea

CheapTickets US and Canada

CheapTickets

Logo

Description automatically generated

Icon

Description automatically generated

Hotels.com All

Hotels.com

Logo

Description automatically generated 

 

Logo

Description automatically generated

 

Logo

Description automatically generated

 

Text

Description automatically generated

 

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

HOTELES.COM

Logo

Description automatically generated

Brazil, Portugal

 

HOTEIS.COM

Logo

Description automatically generated

China 好订网
Japan
South Korea
Lastminute  Australia and New Zealand

Lastminute.com.au 
Lastminute.co.nz

Icon

Description automatically generated with medium confidence

Text

Description automatically generated

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

 

All 

Vrbo

A picture containing text, clipart

Description automatically generated

A picture containing text, clipart

Description automatically generated

Australia

Stayz

A picture containing text, clipart

Description automatically generated

France 

Abritel

Germany

FeWo-direkt

Icon

Description automatically generated

New Zealand BookabachA red and black sign

Description automatically generated with low confidence
Orbitz US and Canada

Orbitz

A picture containing text, clock, close, image

Description automatically generated

A blue logo with a white background

Description automatically generated with low confidence

Travelocity US and Canada

Travelocity

A picture containing text, aircraft, weathervane, airplane

Description automatically generated

Wotif Australia and New Zealand

Wotif

A green and white logo

Description automatically generated with low confidence

Icon

Description automatically generated

 

SCHEDULE 4 | INSERTION ORDER TEMPLATE

IO Number:     
     
CONTRACTING PARTIES

Partner

 

[Name and address] Expedia Contracting Entity   [Name and address]
Partner Contact 

[NAME AND TITLE]  

Phone: [           ]

Email: [        ]

Expedia Contracting Entity Contact 

[NAME AND TITLE]  

Phone: [           ]

Email: [        ]

 

CAMPAIGN Information
Site Placement Flight/Hotel/Package Ad units Clicks CPC/CPA/CPM Fee 
  All LOBs (Flight, Hotel, Package, LX, Cruise, Car)      
           
           
TOTAL FEE PAYABLE                                                                                                    [Currency] 

PAYMENT SCHEDULE/SPECIAL PAYMENT TERMS: 

Please refer to the ‘EG Affiliate Programme Terms and Conditions’. 

 
Tracking reporting: [Add as relevant]

Advertising placement restrictions: 

The Partner will not, without the prior written consent of Expedia, place content on websites that it should reasonably be aware are, contain or link to the following content (‘Blacklist Content’): (i) obscene, indecent or pornographic content (including child pornography); (ii) content that is hateful, threatening, harassing or abusive; (iii) violent content; (iv) content liable to incite racial hatred or other forms of unlawful discrimination; (v) content liable to incite acts of terrorism; (vi) content containing excessive profanity; (vii) content relating to illegal drugs or drug paraphernalia; (viii) content relating to the sale of firearms, ammunition or other weapons; (ix) content that is defamatory or trade libellous; (x) content relating to the sale or promotion of counterfeit goods; (xi) content that infringes any third party’s Intellectual Property Rights, other proprietary rights or rights of publicity or privacy; (xii) content that contains viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, surreptitiously intercept, detrimentally interfere with or expropriate any system, data or personal data; (xiii) content that is otherwise harmful, unlawful or illegal; (xiv) URLs (or web pages) that are fraudulent and/or are used for sourcing Non-Human or Fraudulent Traffic*; (xv) alcohol-related, gambling-related or tobacco-related content or content relating to prescription drugs; (xvi) blogs or unmoderated forums; or (xvii) content that is harmful to minors in any way or otherwise unsuitable for them to view. Expedia will not pay any third-party costs for content placements that appear on websites that contain or link to Blacklist Content in breach of this clause.

In the event that you discover or are notified that a content placement has appeared on a website that contains or links to Blacklist Content, you will immediately notify Expedia and use your best efforts to remove the content placement immediately upon discovery or notification.  Furthermore, Expedia understands that certain websites may not pre-screen user-generated content; in the event Expedia instructs you to make content placements on websites that do not pre-screen user-generated content, you will use commercially reasonable efforts to ensure that Expedia’s content placements are promptly removed from such sites containing unacceptable user-generated content in accordance with Expedia’s instructions.

*‘Non-Human or Fraudulent Traffic’ means traffic data that counts or uses in calculations, anything other than natural persons viewing actually displayed content placements in the normal course of using any device, including, without limitation, browsing through online, mobile or any other technology or platform. For the avoidance of doubt, Non-Human and Fraudulent Traffic includes, without limitation, the inclusion or counting of views: (i) by a natural person who has been engaged for the purpose of viewing such content placements to generate traffic data, whether exclusively or in conjunction with any other activities of that person; (ii) by non-human visitors; (iii) combinations of displays directed or redirected by any combination of (i) and/or (ii); and (iv) that are not actually visible to the human eye, discernible to human senses or perceived by a human being. 

[Add as relevant]

 

SPECIAL PROVISIONS 

[Add as relevant]

 

 

This Insertion Order is subject to and hereby incorporates by reference the terms of the ‘EG Affiliate Programme Terms and Conditions’. 

In the event of any conflict between the terms of this Insertion Order and the ‘EG Affiliate Programme Terms and Conditions’, the terms of the ‘EG Affiliate Programme Terms and Conditions’ shall apply.

Executed in ____________, on ___________ Executed in ____________, on ___________

 

___________________________  

 

___________________________   

Partner  [Expedia Contracting Entity] 

 

SCHEDULE 5

INTENTIONALLY LEFT BLANK 

 

  1.  

 

SCHEDULE 6 | TRADEMARK USAGE GUIDELINES

 

APPENDIX 1: 

EXPEDIA, INC. TRADEMARK USAGE GUIDELINES

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

Worldwide:

 

EXPEDIA®

 

Logo

Description automatically generated

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Japan:

 

エクスペディア® (Expedia in Katakana)

 

South Korea:

® (‘IKSPEEDEAH’ phonetic translation in Korean characters)

 

APPENDIX 2: 

HOTELS.COM TRADEMARK USAGE GUIDELINES

A red and white logo

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

WORLDWIDE:

 

HOTELS.COM®

 

Logo

Description automatically generated 

 

Logo

Description automatically generated

 

Logo

Description automatically generated

Text

Description automatically generated

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

 

HOTELES.COM

 

Logo

Description automatically generated

 

 

 

Brazil, Portugal:

 

HOTEIS.COM

 

Logo

Description automatically generated

 

 

China:

好订网" 

 

Japan:

 

 

South Korea:

 

 

 

APPENDIX 3: 

STAYZ PTY. LTD. TRADEMARK USAGE GUIDELINES

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Description automatically generated

 

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

AUSTRALIA:

 

STAYZ®

A picture containing text, clipart

Description automatically generatedShape Stayz logo

 

 

 

APPENDIX 4: 

EBOOKERS TRADEMARK USAGE GUIDELINES

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

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

Expedia Contacts:

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

Please use the following trademark symbols:

EU, Switzerland, UK

 

ebookers®

 

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APPENDIX 5:

CHEAPTICKETS.COM TRADEMARK USAGE GUIDELINES

 

Logo

Description automatically generatedShape

 

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

 

CHEAPTICKETS is a trademark or registered trademark of Expedia, Inc 

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

WORLDWIDE:

 

 

CHEAPTICKETS®

 

Logo

Description automatically generated

 

Icon

Description automatically generated

 

 

APPENDIX 6:

TRAVELOCITY, INC. TRADEMARK USAGE GUIDELINES

http://www.expediainc.com/wp-content/uploads/2015/01/travelocity-logo.png

 

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

UNITED STATES AND CANADA:

 

 

TRAVELOCITY®

 

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http://www.expediainc.com/wp-content/uploads/2015/01/travelocity-logo.png

 

 

APPENDIX 7:

BOOKABACH LIMITED TRADEMARK USAGE GUIDELINES

Shape Bookabach.co.nzShape Bookabach.co.nzLogo, company name

Description automatically generated

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

 

NEW ZEALAND:

 

BOOKABACH®

Logo, company name

Description automatically generatedShape Stayz logo

 

 

APPENDIX 8: 

LASTMINUTE.COM.AU TRADEMARK USAGE GUIDELINES

 

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

 

AUSTRALIA AND NEW ZEALAND:

 

LASTMINUTE.COM.AU

 

Icon

Description automatically generated with medium confidence

 

 

APPENDIX 9: 

ORBITZ, LLC TRADEMARK USAGE GUIDELINES

 

 

Orbitz

 

 

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

UNITED STATES AND CANADA

 

ORBITZ®

 

 

Orbitz

 

 

A blue logo with a white background

Description automatically generated with low confidence

 

 

 

APPENDIX 10: 

WOTIF.COM TRADEMARK USAGE GUIDELINES

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

AUSTRALIA AND NEW ZEALAND:

 

WOTIF®

 

Icon

Description automatically generated

 

 

APPENDIX 11: VRBO

VRBO TRADEMARK USAGE GUIDELINES

 

 

 

 

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

 

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

 

Expedia Contacts:

 

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

 

Please use the following trademark symbols:

 

WORLDWIDE:

 

VRBO®

 

 

 

 

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