These Direct Connectivity Terms and Conditions (“Agreement”) are an agreement between You and Expedia. Please read this Agreement.
This Agreement applies to Your use of the Expedia direct connectivity option(s) (the “Connection”) which permits You to transmit Your availability, rates and inventory information and data, and booking information and data (“Room Information”) using electronic connectivity between Your reservation system and the Expedia System.
By using the Connection, You accept these terms. If You do not accept them, do not use the Connection.
1. LODGING AGREEMENT. This Agreement is incorporated into and constitutes a material part of Your Expedia Lodging Agreement, Corporate Property Participation Agreement, Property Participation Agreement or other Expedia lodging agreement, entered into between You or Your representative and Expedia (“Lodging Agreement”). This Agreement and the Lodging Agreement, collectively, supersede all prior agreements, written or oral, related to direct connectivity service between Your reservation system and the Expedia System.
2. PROPERTIES AND ROOM INFORMATION: Nothing in this Agreement will obligate Expedia to accept, market or otherwise use any Room Information on or through the Expedia System or otherwise.
3. INTELLECTUAL PROPERTY: As between the Parties, Expedia is the owner of the Expedia System, anything and everything on its side of the point of entry to the Expedia System (the “Connection Point”), the Confidential Information (as defined below) of Expedia, and all related intellectual property (collectively, the “Expedia Intellectual Property”), and You are the owner of Your Confidential Information and, subject to the rights of third parties (including Expedia and its Affiliates), everything that You host on Your systems (collectively, the “Your Intellectual Property”). Except as expressly permitted in this Agreement, each Party agrees it has no rights whatsoever with respect to the Intellectual Property of the other Party, and the Parties reserve all rights therein not expressly granted in this Agreement. As used in this Agreement, “Intellectual Property” means Expedia Intellectual Property and/or Your Intellectual Property, or any part thereof, as the context requires. Each Party agrees not to (a) use the other Party’s Intellectual Property in a manner not authorized by this Agreement (unless expressly authorized by another agreement between the Parties), (b) encumber the other Party’s Intellectual Property in any way, or (c) damage, misuse, disassemble, reverse engineer or otherwise modify, tamper with, or attempt to decrypt the other Party’s Intellectual Property. The Parties will not attempt to patent an invention, register copyright work or obtain any other intellectual property right, if such intellectual property is part of the other Party’s Intellectual Property. Each Party will reimburse the other Party for all costs and expenses of any legal proceeding instigated in connection with any such attempt. “Confidential Information” means any non-public, confidential, proprietary or trade secret information in any form that is designated as “confidential” or that a reasonable person knows or reasonably should understand to be confidential. Confidential Information does not include information of a disclosing Party that (i) becomes publicly available without the receiving Party's breach of any obligation owed to the disclosing Party, (ii) became known to receiving Party prior to disclosing Party’s disclosure of such information, (iii) became known to receiving Party from a source other than disclosing Party where such source did not breach an obligation of confidentiality owed to disclosing Party, or (iv) is independently developed by the receiving Party.
4. COMPLIANCE WITH LODGING AGREEMENT. The Parties each recognize and acknowledge that vendors, including connectivity vendors, may provide services to and on behalf of You and, as such, You shall be responsible for Your and such vendors’ compliance with the terms of the Lodging Agreement, including, without limitation, the confidentiality requirements of the Lodging Agreement and the obligation to comply with all laws applicable to Your business and operations. You shall also be responsible for ensuring that such vendors maintain policies, procedures, and technologies that are reasonably designed to safeguard the integrity, confidentiality, and security of any data that You or Your vendor receive under the Lodging Agreement and this Agreement to ensure compliance with the Lodging Agreement and any applicable laws. If you are using a connectivity vendor, you consent to Expedia sharing with such vendor any information necessary for the implementation of the Connection.
5. USE OF CONNECTION: Expedia may change, suspend or discontinue all or any aspect of the Connection, including its availability, at any time, and may suspend or terminate Your use of the Connection at any time. Expedia may terminate the Connection at any time, for any reason, or for no reason including, but not limited to, any action by You that reflects poorly on Expedia or otherwise disparages or devalues Expedia’s reputation or goodwill. Upon termination of this Agreement, You will immediately cease to use all Expedia Intellectual Property, immediately return to Expedia all Expedia property in Your custody or control, and immediately return or destroy and confirm in writing the return or destruction of all originals, copies, reproductions, translations, compilations, notes and written summaries of the Expedia Confidential Information at the option of Expedia.
6. ANTI-FRAUD INVESTIGATION: Notwithstanding anything to the contrary in the Lodging Agreement, Expedia will use reasonable efforts to complete its anti-fraud investigations within 24 hours of booking, but if needed (e.g. on same-day bookings) may cancel any fraudulent or potentially fraudulent reservation without penalty within two (2) hours after check-in.
7. NO WARRANTIES: Expedia makes no warranties or representations regarding the Expedia System or Expedia’s ability to obtain reservations for any portion of Your rooms or inventory. Expedia makes no warranty that (i) the Connection will meet Your requirements; (ii) the Connection will be uninterrupted, timely, secure or error-free; (iii) the results obtained from use of the Connection will be accurate or reliable; or (iv) any errors will be corrected. You acknowledge all Expedia Intellectual Property made available under this Agreement is furnished “as is,” with all faults and without warranty or condition of any kind, express, implied, statutory or otherwise, including any warranty or condition of merchantability or fitness for particular purpose, title, non-infringement, and any implied warranties and conditions arising from a course of dealing, usage of trade, or course of performance. In no event will Expedia or its Affiliate be liable to You or any person for any indirect, incidental, special or consequential damages arising out of or in any way connected with this Agreement or with the delay or inability to use the Connection, the Expedia System, any Expedia Intellectual Property, or for any information, product or service obtained through Expedia, an Affiliate, the Connection, the Expedia System, the Expedia Intellectual Property or otherwise arising out of the use of any of these, whether based on contract, tort, strict liability or otherwise, even if Expedia or any Affiliate has been advised of the possibility of damages.
8. AMENDMENT: Expedia reserves the right to modify and impose new or additional terms and conditions to this Agreement at any time. If You do not accept such modifications or new or additional terms and conditions, You may terminate this Agreement upon written notice to Expedia. Your failure to exercise Your right to terminate this Agreement within thirty (30) days after notice of any modification or new or additional terms and conditions to this Agreement will constitute Your acceptance of such changes. No modification of this Agreement by You shall be binding upon Expedia without their prior written consent.
9. DEFINITIONS: Capitalized words used but not defined in this Agreement have the meanings given such terms in Your Lodging Agreement with the following clarifications:
“Expedia” means either “Expedia” or “Company/Companies” as defined in Your Lodging Agreement.
“Expedia System” means either the “System” or the “Expedia System” as defined in Your Lodging Agreement.
“You” means “You”, “Hotels”, “Corporate Party”, “Participating Property” or “Property Representative” or equivalent term as defined in Your Lodging Agreement.