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EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT (US) – (Rev February 2017)

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EXPEDIA TRAVEL AGENCY AFFILIATION AGREEMENT

Welcome to the Expedia Travel Agency Affiliation Program (“TAAP”). Please read these terms regarding TAAP (“Agreement”) carefully as they form a contract between you and Expedia. TAAP allows you, as a travel agent, to:

• Access our Website.

• Access the Travel Services available on the Website.

• Market the Travel Services available on the Website to Potential Customers.

• Make Bookings on the Website on behalf of Customers.

• Earn Marketing Fees from us for the Bookings that you conclude.

This Agreement provides details of:

• The benefits that you will receive as a member of TAAP (see Section 2).

• The marketing fees that you will be entitled to as a result of completing bookings on the Website (see Schedule 1).

• How we expect you to market the Website and Travel Services (see Section 4).

• The process that you need to follow to complete Bookings on our site (see Section 5).

• Our code of conduct you must follow as a member of TAAP (see Section 6).


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1. Definitions

Acceptable Use Policy means the Expedia Inc. Web Site Terms, Conditions and Notices, as available on the Website and any other acceptable use policy documents provided to you by us and as may be updated from time to time;

Account(s) means the account(s) you/your Representatives use to access the Website and make Bookings;

Anti-Corruption Laws means any anti-bribery or anti-corruption-related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws that apply, govern or affect practices in the Territory and/or your obligations under this Agreement;

Applicable Law means any and all applicable domestic laws, rules and regulations, including, without limitation, any national, regional and local laws, and any applicable foreign or international laws that are in existence as of the Effective Date or that become effective during the Term of this Agreement that apply, govern or affect practices in the Territory and/or your obligations under this Agreement (in each case, as amended and updated from time to time) and including, but not limited to, Anti-Corruption Laws and anti-trust laws;

Application means the application form you or your representative has completed in applying to become a TAAP Member;

Booking means a completed booking for Travel Services on the Website between the Supplier and a Customer;

Booking Fee means any additional charge imposed by you, separate and in addition to Travel Service Charges for facilitating the Booking;

Booking Form means a form that is used to record the details of the Booking and adheres to the requirements set out in Sections 5.5-5.6 of this Agreement;

Complaint means any informal or formal complaint (whether oral or written), claim or court action that is made against us and/or a Supplier by a Customer;


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Confidential Information means any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise, relating to our/your business, finances, affairs, technologies, products, services, personnel, customers, suppliers, prices, commissions, rates, vendors, processes, or methods, the terms and subject matter of this Agreement and any information we designate as confidential and/or which a reasonable person would consider to be confidential;

Customer means an individual for which you or your Representative makes a Booking;

Customer Cardholder Data means individual Customer credit, debit and payment card account numbers;

Customer Communication as defined in Section 5.8;

Customer Data means Customer Cardholder Data and all Personal Data relating to a Customer, Potential Customer or any other individual whose Personal Data was provided by a Customer or Potential Customer;

Customer Incentives means any incentives that are offered to Customers by us, third party providers or Suppliers, including Expedia+, frequent flyer miles and any promotional vouchers and offers that are attached to and/or could be used in respect of particular Travel Services or Bookings;

Data Breach means any unauthorised access, loss, destruction, theft, use or disclosure of Customer Data;

Data Protection Legislation means any applicable data protection legislation, rules, regulations, and regulatory guidance;

Effective Date as defined in Section 3.1;

Expedia+ as defined in Section 6.6;

Expedia+ Terms means our general terms and conditions that apply to Expedia+ as may be varied and/or updated from time to time;

Expedia Collect Travel Product

means any Travel Services for which Expedia collects full or partial payment from or on behalf of a Customer at the time of booking;


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Expedia Terms means our general terms and conditions, which apply to any Booking made on the Website, the Expedia+ Terms, our privacy policy and any other terms and conditions applicable to the Booking, including any Supplier terms that apply to the Travel Services, applicable cancellation policies and, in each case, as made available via the Website from time to time;

Expedia Travel means Travelscape LLC, a Nevada limited liability company, whose registered office is 10190 Covington Cross Drive, Suite 300, Las Vegas, NV 89144;

Group Member in respect of us or you (as applicable), an entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with us or you (as applicable), and, in our case, also includes joint venture partners;

Hotel Categories as defined in Schedule 1;

Intellectual Property Rights means any and all patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;

Legacy Agreement means the terms and conditions that governed your status as a TAAP Member prior to this Agreement coming into effect including any addendums in which you are participating;

Marketing Fees as defined in Schedule 1;

PCI DSS means the Payment Card Industry Data Security Standard requirements, which are the payment card industry standard security requirements and integrated cardholder information security programs established by the major credit card network entities with respect to the processing of credit, debt, prepaid and other payment card details, as updated from time to time;


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Personal Data means any information relating to an identified or identifiable natural person, directly or indirectly;

Potential Customer means an individual who may become a Customer;

Processing Means any operation or set of operations which is performed upon Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

Processing Purposes as set out in more detail in Section 7.3;

Promotional Materials means “Expedia” branded promotional items and any other material relating to Travel Services and/or TAAP that we provide to you from time to time;

Representatives means employees, contractors and agents;

Restricted Person as defined in Section 18.1;

Supplier means a supplier of Travel Services such as an airline, hotel, or tour operator (including Expedia Travel in the case of some package holidays (for the avoidance of doubt, Expedia Travel is not the Supplier of Third Party Packages) forming part of the Travel Services);

TAAP means the Expedia Travel Agency Affiliate Program operated by Expedia, Inc. and AAE Travel Pte. Limited;

TAAP Member means a currently approved member of TAAP;

Term as defined in Section 3.2;

Territory means the United States of America;

Third Party Packages means a combination of transportation, lodging or other services that are bundled and advertised for a single price without the user’s ability to select or decline particular components individually;

Tier means the tier status (as at the time of making a Booking) allocated to each TAAP Member for the purpose of Marketing Fee percentages and other benefits, as set out in more detail in Schedule 1;


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Tracking Code means your unique identification code beginning with “*WS*”, which is attached to your Account(s) and which we use to track your Bookings;

Travel Service Charges means the charges which are payable for the Travel Services that form part of a Booking;

Travel Services means the Travel Services available to be booked on the Website that are provided by one or more Suppliers and in respect of which Marketing Fees can be earned in accordance with Schedule 1;

we, us, our, Expedia means Expedia, Inc, a company incorporated in the state of Washington and located at 333 108th Avenue NE, Bellevue, WA 98004, United States of America;

Website means www.expedia.com and/or the TAAP portal at www.expedia.com/TAAP as updated/amended by us from time to time;

Working Day means any day in which banks in New York, New York are open for commercial banking business other than a Saturday, Sunday or any public holiday in the Territory;

you, your means the company stated on the Application that is applying to be TAAP Member.

2. TAAP Benefits

2.1 As a TAAP Member, you will receive for the duration of the Term:

(a) payment of Marketing Fees in accordance with Schedule 1;

(b) access to the Website;

(c) an Account or Accounts with a unique username and password you and your Representatives can use to make Bookings on the Website;

(d) the customer support services described in Section 5.10 below;

(e) Promotional Materials we may, at our sole discretion, make available to you from time to time;

(f) Ad hoc training on TAAP and how to use the Website; and

(g) any additional incentives, such as prize draws and competitions, we may make available to you for the benefit of you or your Representatives from time to time.


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3. Term

3.1 The date on which this Agreement comes into effect (the “Effective Date”) will be:

(a) the date on which we notify you by email of your appointment and provide you with your Tracking Code and details of your Account(s), if you are agreeing to this Agreement in the course of applying to become a TAAP Member; or

(b) if you are an existing TAAP Member who is being asked to agree to revised terms and conditions, the earlier of: (i) the date on which you or one of your Representatives tick the box below to indicate your acceptance of this Agreement, or (ii) if you do not click to accept the revised terms and conditions but do not reject them either and continue your participation in TAAP, the date on which a month has passed since we notified you of the revised terms and conditions.

3.2 This Agreement will, following the Effective Date, continue indefinitely until terminated by either party in accordance with Section 11 (the “Term”). Throughout the Term, your status as a TAAP Member will be subject to the terms and conditions of this Agreement.

4. Access to Website, Travel Services and Customer Marketing

4.1 We will provide you with access to the Website for use in accordance with this Agreement. We may make modifications, upgrades and enhancements to the Website and the services offered thereon without notice and without liability to you. The Website displays products, content, services and technologies that are owned or operated by us, third-party vendors, licensors, Suppliers, distributors and and/or for affiliates. Accordingly, certain products, content, services and technologies may not be available for distribution on the Website, and/or certain of the products, content, services and technologies initially offered may be changed (enhanced, revised or deleted) or may no longer be available for distribution through the Website.

4.2 Subject to Section 4.3, you will use best efforts to market the Travel Services to all of your Potential Customers, unless you reasonably believe the Travel Services would be unsuitable for a Customer. You will not provide any information or make any representation to Customers or Potential Customers about the Travel Services other than as set out in the Website. You will also ensure your Representatives are knowledgeable about the Travel Services. Under no circumstances will you discriminate against us when compared to other travel service providers or tour operators.

4.3 The terms of this Agreement will only apply to your marketing and/or selling of Travel Services within the Territory. If you wish to market and/or sell our Travel Services in other countries that are located outside of the Territory and (a) you are able to confirm you can comply with our standard terms that apply to TAAP members in each of those countries; and (b) you understand that accessing the Website from outside your Territory may require compliance with applicable local laws, terms and conditions, please contact us in writing.

4.4 Nothing in this Agreement will be construed as restricting you from completing Bookings with individuals who are located outside of the Territory where such individuals contact you about our Travel Services without being actively solicited by you.


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4.5 If you wish to market and/or sell our Travel Services online, then please contact us to discuss obtaining access to our application programming interface (API).

4.6 Any Promotional Materials you receive from us will only be used in accordance with our written instructions, as provided to you from time to time. You will not alter or amend the Promotional Materials or integrate them into other marketing.

5. Dealing with Customers

Initial Booking Process

5.1 When you are completing any Booking, and prior to the Booking being completed, you will:

(a) only include within any Booking the Travel Services expressly requested by the Customer;

(b) communicate fully and accurately to the Customer and ensure that the Customer understands:

(i) the Travel Services are being provided by the relevant Supplier;

(ii) the description of the Travel Services to which the Booking relates;

(iii) any Booking Fee is charged by and payable to you and not us;

(iv) the Expedia Terms that may be communicated to the Customer by either providing them with a copy of such terms, which has been printed directly from the Website, or by incorporating the identical wording of Expedia’s Terms into your own materials that are provided to the Customer;

(v) all other information required by Applicable Law; and,

(vi) any limitations or restrictions relating to the relevant Travel Services, including whether cancellations or changes are permitted and the consequences of the same, including any fees/costs that may attach to this;

(c) take all steps to verify that the Customer understands and agrees to purchase the Travel Services that form part of the Booking;

(d) ensure that all of the Customer Data that is entered on to the Website, and all of the mandatory fields required by the Website, are complete, accurate, and up to date;

(e) ensure that the Customer reads, understands and accepts the Expedia Terms;

(f) obtain and retain evidence that the Customer has read and accepted the Expedia Terms in accordance with Section 5.6;

(g) ensure that the Customer signs the Booking Form in accordance with Section 5.5;

(h) ensure that the full Travel Service Charges are paid to us immediately in accordance with Section 5.1(i), without any set-off, deduction or discount (including coupons, vouchers or discount codes—unless expressly permitted by the terms and conditions


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for the relevant coupon, voucher or discount code) being applied by you or the Customer;

(i) ensure that payment of the Travel Service Charges is made by any credit card, debit card or other payment card that is accepted by us, as stated on our Website payment page at the time of the Booking being completed;

(j) subject to anything to the contrary in Schedule 2, ensure that the tick in the pre-selected travel insurance option within the booking path on the Website has been removed so that travel insurance is not supplied by us to the Customer as part of the Booking.

5.2 The point at which a Booking is deemed to have been completed and will form a binding agreement between us/the Supplier and the Customer will be determined in accordance with the standard Expedia Terms that apply to customers who book directly via the Website.

5.3 Unless we provide our prior written approval to the contrary, you will not modify the Expedia Terms, nor will you make any verbal or written assurances or representations to a Customer or Potential Customer that are additional to or contradict the Expedia Terms, including descriptions of the Travel Services, or by promising that any special requests are met.

5.4 You will be solely responsible and liable for any breach of Sections 5.1 and 5.3 and any failure to ensure that the Expedia Terms are read, understood and accepted by the Customer in accordance with this Section 5.

The Booking Form

5.5 You will be responsible for creating and maintaining a Booking Form which is signed by each Customer prior to a Booking being completed. You will ensure that all Booking Forms include, at a minimum, the following:

(a) the Customer’s full name, email address, street address, and telephone number;

(b) the names of all other members of the party who are travelling with the Customer as part of the Booking;

(c) the itinerary number issued to you by us while completing the Booking on the Website;

(d) the Booking Fee (if any);

(e) the cancellation policy relating to the Travel Services that form part of the Booking;

(f) a statement acknowledging that the Booking is being made through the Website provided by us, and the contract for the provision of the Travel Services is between the Supplier and the Customer and not between you and the Customer; and

(g) provision for the Customer’s signature and date that acknowledges that they have read, understood and agreed to the Expedia Terms.


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5.6 You will retain a copy of each Booking Form that has been fully completed and signed by the Customer in accordance with Section 5.5 for a minimum of six (6) years from the date on which the relevant Booking Form was signed. You will promptly provide us with a copy of any such completed and signed Booking Form upon our request.

Post-Booking Communications

5.7 Following a Booking being completed, we will provide certain confirmatory details to you and/or to the Customer by email. You will forward these to the Customer without making any modifications as soon as possible, but in any event within 24 hours of your receipt of such confirmatory details from us.

Customer Support

5.8 We acknowledge that Customers may contact you from time to time about a Booking. The Customer’s communications may include requests to amend or cancel their Booking, Complaints, a request for support and other general enquiries (collectively, “Customer Communications”, individually, a “Customer Communication”). You will provide us with copies of all Customer Communications by email to the email address set out in the help section of the TAAP portal as soon as possible and, in any event, within 24 hours of your receipt of such Customer Communications from the Customer. You will not modify any Customer Communications in any manner. You may inform the Customer that any Customer Communication has been forwarded to us for review.

5.9 If a Customer contacts you asking for support (except for any Complaint), then you will promptly provide all reasonable assistance in order to resolve the Customer’s query. If you are unable to resolve such query following the provision of such reasonable assistance, then you will promptly forward the query to us in accordance with the provisions and timelines provided in Section 5.8.

5.10 In the event that a Customer contacts us directly seeking support, or you forward us a request for support in accordance with Section 5.8 and/or 5.9, then our support will be provided in accordance with our standard customer support policies set out on our Website, as amended from time to time.

Customer Complaints

5.11 Complaints will be dealt with in accordance with Sections 5.10 and 12.2. If you fail to comply with any of the provisions of Sections 5.1(b)(iv), 5.1(b)(vi), 5.5, 5.7 and 5.8 or 12.2 under any circumstances, then we will have no liability for any losses that you incur as a result of a Complaint.

5.12 Any complaints that are made against you, but not us, will be dealt with solely by you, and we will have no responsibility to deal with such complaints whatsoever. You will inform us of your receipt of any such complaint promptly after receiving it by emailing the address set out in the help section of the TAAP portal.


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6. Your Conduct

Acceptable Usage

6.1 As a TAAP Member, you will:

(a) not make Bookings other than through your Accounts using your Tracking Code;

(b) only be entitled to receive Marketing Fees on Bookings made under your Account(s) and using your Tracking Code;

(c) only use your Account to make Bookings on behalf of Potential Customers and Customers;

(d) be responsible for and properly supervise any and all use of the Website and the Account(s) by your Representatives;

(e) safeguard your Account’s access credentials, including the Tracking Code, and prevent any unauthorized use of the Account and the Tracking Code;

(f) access the Website and Account in accordance with the Acceptable Use Policy and any other guidelines or directions provided by us from time to time; and,

(g) ensure you are not a Restricted Person (as set out in more detail in Section 18).

6.2 Unless expressly permitted under this Agreement, or separately in writing by us, you will not directly or indirectly:

(a) access or use the Website or the Account for any purpose;

(b) scrape, extract, use, copy or modify any content or information on the Website (including price or availability information for any travel product or service) whether through automatic or manual means;

(c) deep-link to any portion of the Website;

(d) violate the restrictions in any robot exclusion protocols on the Website or attempt to circumvent or avoid any measure employed to prevent or limit access to any part of the Website; or

(e) take any action that we may, at our sole discretion, determine as imposing an unreasonable or disproportionately large load on the technology or infrastructure of the Website.

Marketing & Promotions

6.3 Any Promotional Materials that are provided to you by Expedia are licensed to you on a non-exclusive basis, and you will only use Promotional Materials in your premises, unless we state otherwise in writing and, in any event, in accordance with any other written instructions that we provide to you from time to time. We may revoke this license at any time by providing you with written notice. If we do revoke such license to use any of the Promotional Materials, then you will promptly return (if requested) or, in all other cases, destroy such Promotional


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Materials and provide written confirmation of such destruction. You will ensure that the Promotional Materials that you use are the most up-to-date versions that have been issued to you by us from time to time.

6.4 Except as permitted under Section 6.3, you will not promote, place or attempt to place any references to Travel Services or the URL, trade name, trademark, logo or branding of us or any of our Group Members or Suppliers in any form of internal, external or third party: (a) publications; (b) press releases; (c) online or offline advertisements; (d) unsolicited communications; (e) telephone sales; (f) emails; (g) faxes; (h) SMS/MMS; (i) instant messages; (j) online meta-tags; (k) search engine advertising; or (l) any other form of electronic or physical communication, except with our prior express written permission.

6.5 Any Customer Incentives that are made available by us in respect of a Booking will be passed on to the relevant Customer who has made the Booking. You will assist Customers to redeem Customer Incentives for their use and enjoyment. For the avoidance of doubt, neither you nor your Representatives will be entitled to take advantage of any of these Customer Incentives.

6.6 You and your Representatives shall not be entitled to membership of Expedia+ customer loyalty scheme (“Expedia+”) and shall not be entitled to collect points or derive any personal profit or benefit from the points earned by Customers for Bookings on Expedia+.

6.7 From time to time, in our sole discretion, we run events, promotions and competitions (“Events”). If you or your Representatives enter any such Event you:

(a) will comply with any additional terms and conditions pertaining to that Event;

(b) will have your business name, logo, images and photograph featured in publicity materials relating to the Event without further reference, payment or other compensation. This may include making your or your Representative’s name and logo available on the Website or in a newsletter, and you and your Representatives hereby permit us to display such information, logos and images, and you represent and warrant that no third party rights will be infringed by such display; and

(c) acknowledge that Expedia reserves the right in its sole discretion to disqualify any TAAP Member it finds to be tampering with the operation of the Event or to be acting in breach of Event terms and conditions or in a fraudulent or deceptive manner. Any attempt by any TAAP Member to undermine the legitimate operation of an Event may be a breach of criminal and civil law, and, should such an attempt be made or threatened, Expedia reserves the right to seek damages to the fullest extent permitted by law.

General Prohibitions

6.8 Under no circumstances will you:

(a) complete or attempt to complete any Bookings without the Customer’s full knowledge and [written] consent;


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(b) act, omit to act or make any statements that may, in our reasonable opinion, or will adversely affect our brand, reputation or goodwill or that of our Suppliers;

(c) without our prior written consent, appoint other third parties, including subcontractors or agents, to act on your behalf in marketing the Travel Services, completing Bookings, benefiting from any other rights, or performing any of your obligations under this Agreement.

Compliance with Applicable Law

6.9 You will (and will ensure that your Representatives will) carry out your duties and obligations under this Agreement and those that you owe to Customers and Potential Customers honestly, fairly and in accordance with Applicable Law and will not, by any act or omission, place us in breach of Applicable Law. You will have in place, at all times, adequate safeguards and monitoring to ensure the compliance of your Representatives with this Section 6.9 and will inform us immediately and in writing of any breach or suspected breach.

6.10 You warrant and represent that neither you nor any of your Representatives have been induced to enter into this Agreement as a result of any illegitimate gift, consideration or other benefit paid by a person to any other person. You undertake that you will comply with the Anti-Corruption Laws and that you will not do, nor omit to do, any act that will lead to us being in breach of any of the Anti-Corruption Laws.

7. Data Protection and PCI DSS

7.1 Each party warrants that it will:

(a) process the Customer Data only for the purposes of providing the Travel Services under this Agreement;

(b) ensure appropriate operational and technical measures are in place to safeguard Customer Data against a Data Breach;

(c) promptly notify the other party if it becomes aware of any unauthorized or unlawful processing or breaches of security relating to the Customer Data; and,

(d) ensure that any transfer of Customer Data outside the country from which the Customer Data was collected is in accordance with Data Protection Legislation.

7.2 In addition to your obligations under Section 5.1(b) and (e), you will:

(a) provide the Customer with your own privacy policy, which will accurately describe your data processing activities;

(b) cause your privacy policy described in Section 7.2(a) above to accurately inform the Customer that you will transfer Personal Data to us for the purpose of providing the Travel Services; and,

(c) obtain any consent that may be required under Data Protection Legislation to transfer such Personal Data to us for such purposes.


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7.3 Where Data Protection Legislation includes a definition of Data Controller, the parties acknowledge that (i) you are a Data Controller of Personal Data, including Customer Data, for various processing purposes, including marketing the Travel Services and facilitating the Booking; and (ii) we are a Data Controller of Customer Data for the processing purposes of facilitating the Booking and, in some instances, providing the Travel Services under this Agreement.

7.4 You acknowledge and agree that Expedia:

(a) may send emails to Customers relating to Bookings;

(b) may send your contact details to its third party service provider for the purposes of facilitating payment of Marketing Fees; and

(c) may ask a third party service provider to manage: (i) the administration regarding your banking details and (ii) payment of Marketing Fees.

7.5 With respect to Customer Cardholder Data you shall:

(a) only obtain, use, transmit and store Customer Cardholder Data to the extent required to provide the Services and comply with your obligations under this Agreement;

(b) ensure that any processing of Customer Cardholder Data within the Territory or transfer outside of the Territory (in relation to Territories within the European Union, this shall mean transferring outside the European Economic Area) is adequately protected in compliance with Applicable Laws; and

(c) maintain information security controls (as approved by your management team or governance committee and reviewed periodically) which define responsibilities for protecting Customer Cardholder Data. Controls shall be based upon industry best practices, addressing areas such as asset management, personnel security, physical, environmental, equipment and media security, communications and operations management, access controls, information systems development and maintenance, incident management, business continuity management and compliance.

8. Additional Obligations

8.1 You warrant and represent that:

(a) the information that you provided to us in your Application is truthful, accurate, complete, and up to date and you had the right to provide such information to us;

(b) for the duration of the Term, you will be licensed to act as a travel agent, or similar capacity, as applicable, and market the Travel Services as contemplated under this Agreement and be solely responsible for obtaining and/or maintaining all licenses, consents and permissions (each, if any, and whether regulatory or otherwise) and all financial security arrangements necessary to perform your obligations under this Agreement and will promptly provide evidence of such on request by us;


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(c) the Representative who agrees to the terms of this Agreement has the power, capacity and authority to bind you;

(d) you have read this Agreement and understand, accept and agree to be bound by the terms and conditions set out within it; and

(e) you and your Representatives will act in good faith. In particular, you and your Representatives warrant that your primary purpose for accessing the Website will be to legitimately market the Travel Services to Potential Customers and/or make legitimate Bookings on behalf of Customers.

8.2 You warrant and represent that you will satisfy all of:

(a) your obligations, including in relation to taxes, as set out in Schedule 1 (Marketing Fees & Taxes); and

(b) the Territory Specific Requirements that are set out in Schedule 2 of this Agreement.

8.3 In addition to your obligations under Section 8.1(b), you acknowledge that some jurisdictions require providers and/or arrangers of travel products and services to be licensed and/or have financial security in place for the travel products and services that they provide and/or arrange. You acknowledge that Expedia Travel is the provider of travel reservation services only when Travel Services are made available by you (whether knowingly or unknowingly) to be booked by Customers in Isolation. For the purpose of this Section, “Isolation” means making Travel Services available for booking on a stand-alone basis, excluding in any combination with other travel products and services provided and/or arranged by you or any third party. Each party warrants that it has and will maintain the right and authority and all necessary licenses, permissions and consents to enter into this Agreement and to comply with and perform its obligations under this Agreement, and it has not entered into any other agreements inconsistent with its performance under this Agreement. Each party will be solely responsible for its own costs of complying with this Section 8.3.

8.4 Promptly upon request, you will provide us with such information, cooperation and assistance, as is reasonably required by us in connection with this Agreement.

8.5 You will perform your obligations under this Agreement in accordance with our reasonable instructions, best industry practice, and all Applicable Laws, using reasonable skill and care and ensuring that your Representatives are appropriately skilled and experienced.

9. Intellectual Property

9.1 You acknowledge that we own and/or have a license to use all of the Intellectual Property Rights in the Website, the underlying technology and infrastructure that allows us to host the Website and the content that is accessible to you from such Website, and you will not use any of the foregoing except as expressly authorized under this Agreement.

9.2 Subject to the terms of this Agreement and the Acceptable Use Policy, we grant you a limited, revocable, non-sub-licensable, non-exclusive license to use the Website for the purpose of marketing the Travel Services on our behalf to Potential Customers in order to facilitate Bookings.


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9.3 You grant us a non-exclusive, royalty-free, worldwide license to use your trademarks and branding during the Term in order to refer to the relationship between us in press communications or presentations to future potential partners and other third parties, as we see fit from time to time, and you warrant and represent that you have all necessary rights in such material to grant us such usage rights.

10. Updates to Our Terms

10.1 We may make changes to this Agreement and Marketing Fees from time to time. Where the changes relate to Marketing Fees, we will follow the process set out in Schedule 1. Where the changes relate to the Agreement, we will notify you of any changes and provide you with a copy of the revised Agreement via our Website and/or by email using the email address on your Account Application. You must acknowledge your agreement with such changes through our Website (or, if so requested by us, by email). If you do not accept the revised Agreement, then you must notify us in writing, and this Agreement will then be terminated with immediate effect. If you fail to either accept or reject such revised Agreement within 30 days of the changes first being communicated to you, then the revised Agreement will be deemed to have been accepted by you and come into immediate effect following the end of such 30-day period.

10.2 If you are an existing TAAP Member that has been asked by us to accept the revised terms and conditions stated within this Agreement, then:

(a) Your Legacy Agreement will continue to govern all Bookings which were made prior to the Effective Date;

(b) your Legacy Agreement and any relevant amendments pursuant to the Legacy Agreement relating to any pilot schemes you were participating in will continue to govern that pilot scheme unless we expressly state otherwise; and

(c) all Bookings made on or after the Effective Date will be governed by and subject to the terms and conditions of this Agreement.

11. Termination

11.1 Either you or we may terminate this Agreement on giving at least 30 days’ written notice to the other for any reason whatsoever.

11.2 We may terminate this Agreement immediately upon serving written notice to you in the event that:

(a) you commit a material breach of this Agreement;

(b) you fail to pay any Travel Service Charges to us resulting in a breach of Section 5.1(h);

(c) you (or your direct or indirect holding company, provided such holding company owns directly or indirectly at least 51% of your voting stock) file a voluntary or involuntary petition in bankruptcy, are declared insolvent or bankrupt, or if any assignment of your property is made for the benefit of creditors or otherwise, or if you voluntarily file a


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petition in any court to declare bankruptcy or liquidation or for reorganization under any bankruptcy or insolvency law or statute, or if you have such a petition involuntarily filed against you, which is not discharged within 45 days after filing, or a trustee in bankruptcy or similar officer or a receiver is appointed for you, or if you enter into any analogous situation or position under the law of any relevant jurisdiction, or if you cease to conduct business contemplated for you under this Agreement;

(d) you breach Section 18 (Restricted Persons);

(e) a Force Majeure Event (as defined below) occurs in accordance with Section 20; or

(f) in our sole discretion, acting reasonably, we find you or your Representatives to be tampering with the operation of TAAP or to be acting in a fraudulent, deceptive, non-genuine or illegitimate manner.

11.3 Upon termination of this Agreement, you will immediately cease:

(a) using the Website and accessing your Account(s);

(b) marketing Travel Services and/or completing Bookings; and,

(c) using any of the Promotional Materials that you have in your possession or control, which will be destroyed and, after which, written confirmation will be provided to us of such destruction.

11.4 Our and your rights, liabilities and obligations under this Agreement will cease upon its expiration or termination for any reason, except:

(a) the terms of this Agreement will survive termination insofar as they relate to Bookings completed prior to such termination, which have not yet been fulfilled so that the Customer has received all of the Travel Services which formed part of the relevant Booking; and

(b) our and your accrued rights and liabilities and the rights and obligations that are expressly or by implication intended to come into force upon, or remain in force following the termination of this Agreement will survive, including Section 5.1(f) (Initial Booking Process), Sections 5.6 through 5.12 in respect of any Bookings made prior to the date of termination, Section 7 (Data Protection & PCI DSS), Sections 8.1 and 8.3 (Additional Obligations), Section 12 (Indemnification & Complaint Handling), Section 13 (Audit), Section 15 (Warranty Disclaimer; Limits on Liability), Section 0 (Confidentiality), and Sections 19 through 24.

12. Indemnification & Complaint Handling

12.1 You hereby agree (at our option and request) to defend, indemnify and hold us and each of our Group Members and all of our and their officers and employees and agents (collectively, the “Indemnified Parties”) harmless from and against any and all claims and related losses, liabilities, damages, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by any of the Indemnified Parties arising out of or relating to:


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(a) any Complaints that are a result of your or your Representatives’ acts, omissions, negligence or breach of any terms of this Agreement;

(b) fraudulent or other misuse of any debit, credit or other payment cards by means of which any Bookings are completed, regardless of whether such debit, credit or other payment cards belong to you, a Customer or any other person;

(c) you failing to forward to us any Travel Service Charges that have been paid to you by the Customer;

(d) any Processing of Customer Data by you or your Representatives;

(e) any Data Breach that is a result of your or your Representatives’ acts or omissions, negligence or breach of any terms of this Agreement;

(f) your or your Representatives’ use or misuse of the Travel Services or Website;

(g) your or your Representatives’ violations, or acts or omission causing us to be in violation, of Applicable Laws in connection with your use of the Travel Services or Website, including, without limitation, Data Protection Legislation;

(h) any TAAP Member taxes and any taxes ultimately charged to Expedia or an Expedia Group

Member as a result of TAAP Member’s failure to separately state any Booking taxes (e.g., from

the booking price and from any service or other fees) or any additional amount charged by TAAP Member for any Package; and

(i) your or your Representatives’ breach of any term or condition of this Agreement.

12.2 If we seek to rely on the indemnity under Section12.1 that arises from a third party claim or action or a Complaint is made:

(a) we will have the sole right to attempt to resolve or settle such third party claim or Complaint;

(b) in our attempt to defend, resolve, or settle the third party claim or Complaint, you will, at your expense, provide us all reasonable information and assistance that we request;

(c) you will refrain from taking any action in respect of such third party claim or Complaint unless we ask you to do so in writing or you are required to do so by Applicable Law or court order; and

(d) if we reach a resolution or settlement with the third party that is bringing such third party claim or Complaint, then you will cooperate fully with us in finalizing such settlement, including, without limitation, executing any documents we reasonably deem necessary for such purpose.


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13. Audit

13.1 We will be entitled to audit your performance under this Agreement at any time where:

(a) we wish to inspect your adherence to the data protection and PCI DSS obligations under Section 7;

(b) we wish to inspect your adherence to obligations under Section 6 and Schedule 2;

(c) you have notified us of any potential or actual Data Breach, or we have reasonable grounds to suspect that you have suffered a Data Breach; or

(d) we, acting reasonably, suspect a material breach of this Agreement, fraud or a breach of Applicable Law.

13.2 You will also, on our express written consent, permit a regulator that requires or requests to perform an audit of you where it relates to your performance under this Agreement or your or our adherence to Applicable Law or any other guidelines issued by the applicable Regulator.

13.3 In the case of Section 13.1(a), we will use commercially reasonable efforts to provide you with reasonable notice before conducting any such audit. In the case of Sections 13.1(b), 13.1(c) 13.1(d) and 13.2, we will provide you with prior notice before conducting an audit.

13.4 During an audit carried out under Section 13, you will ensure that we and/or any applicable Regulator is permitted access to your and your sub-contractors’ and agents’ premises, facilities, personnel, books, accounts, Booking Forms and any other information that we and/or any applicable Regulator may require for the purpose of such auditing.

13.5 Without prejudice to the right to audit your premises under this Section 13, you will promptly provide us and/or any applicable Regulator with copies of such records, books, accounts, Booking Forms and information as we or such applicable Regulator requires to perform an audit contemplated by this Section 13.

13.6 We will use any access you grant to us under this Section 13 solely for the purpose of audit and any subsequent claims arising out of the audit and will treat any information we obtain as Confidential Information.

14. Other Remedies

14.1 You will, within 30 days of a written request from us, remit funds for the repayment of any liability owed by you under this Agreement. Alternatively, we may set off any liability owed by you under this Agreement against any amounts payable by us under this Agreement.

14.2 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

14.3 We may, subject to providing you with prior written notice, immediately suspend any of your rights and performance of any of our obligations under this Agreement, including the rights to market the Travel Services, if you:


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(a) are, or we reasonably suspect that you or your Representatives’ are, in breach of any of the terms of this Agreement; or

(b) any of the events contemplated under Sections 11.2(a), 11.2(c) through 11.2(e) occurs.

14.4 In the event that you breach the terms of this Agreement in respect of any Booking, we will have no obligation to pay you any Marketing Fees in respect of such Booking. Alternatively, we may set off any liability owed by you under this Agreement against any amounts payable by us under this Agreement (including offsetting for misuse by you or your Representatives of coupons, vouchers or Customer Incentives).

14.5 In certain circumstances, such as a breach of Section 7 (Data Protection and PCI DSS), Section 9 (Intellectual Property), or Section 0 (Confidentiality), a breach may result in irreparable harm to the affected party and, as a result, such party will be permitted to seek from a court of competent jurisdiction injunctive relief along with any other equitable remedies that are available under Applicable Law.

15. Warranty Disclaimer; Limits on Liability

15.1 Disclaimer: EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT (OR OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT POSSIBILITY OF CONTRACTUAL WAIVER), WE AND/OR OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, WITH RESPECT TO OR RELATING TO THE WEBSITE, TRAVEL SERVICES AND PROMOTIONAL MATERIALS. THE WEBSITE, TRAVEL SERVICES AND PROMOTIONAL MATERIALS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. We do not represent or warrant that the Website (including, without limitation, the content available on the Website) will be uninterrupted or error-free, that all defects will be corrected, or that it will conform to your or any Customer’s requirements. We do not represent or warrant that the use of the Website, Travel Services or Promotional Materials will be correct, accurate, timely or otherwise reliable. You acknowledge and agree that all Travel Services are provided to the Customer by the relevant Supplier, and you specifically agree that we will not be responsible for any losses that you incur as a result of the Travel Services not being supplied or being defective in quality. You agree and acknowledge you have not relied on any other warranties or representations. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH JURISDICTIONS, THE FORGOING EXCLUSION IS LIMITED, AS REQUIRED BY LAW.

15.2 Exclusion of Certain Damages. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF THE PARTIES HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EXCLUDING A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 12, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, COST OF RE-


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PROCUREMENT, LOSS OF REVENUE, LOSS OF EXPECTED SAVINGS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, ECONOMIC, EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

15.3 Direct Damages. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF THE PARTIES HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 12; (B) A PARTY’S BREACH OF SECTIONS 6.1, 6.2, 6.3, 6.4 OR 6.8 OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THE AGREEMENT EXCEED THE TOTAL MARKETING FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRECEDING ANY CLAIM OR NOTIFICATION OF DAMAGES HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

15.4 The parties acknowledge that the fees, exclusions, disclaimers and limitations of liability set forth in this Agreement are essential components of this Agreement and form the basis for determining the Marketing Fees, and that the parties would not enter into this Agreement without these limitations on their liability.

15.5 We will also not be liable under this Agreement for any default that is a result of us activating any right of suspension, as contemplated under Section 14.3.

16. Insurance

During the Term you agree that you are responsible for obtaining all of your own insurance coverage and you shall maintain the requisite insurance coverage as required by all Applicable Law and as is necessary to meet your obligations under this Agreement. If required by Applicable Law, the insurance coverage, which shall cover commercial general liability and professional liability, must not be less than an amount equivalent to the annual Marketing Fees paid to you under this Agreement. Upon request by Expedia, you shall furnish to Expedia proof of your insurance coverage.

17. Confidentiality

17.1 Each party will keep the other’s Confidential Information confidential and will not divulge the same to any third party except as set out in Section 17.4 below, and will not use it for any other purpose without the prior written consent of the other party. Our Group Members will not be considered third parties for the purpose of this Section 17.


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17.2 Section 17.1 will not apply to any Confidential Information that the receiving party can show:

(a) is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party, other than as a result of a breach of this Agreement or any other obligations of confidentiality;

(b) is or was lawfully received from a third party not under an obligation of confidentiality in respect of such information;

(c) is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required);

(d) is approved for disclosure in writing by the disclosing party; or

(e) was developed independently of and without reference to Confidential Information disclosed by the other party,

provided that a particular disclosed or discovered use, combination, analysis, form or collection of information will not be in the public domain simply because it could be recreated using information in the public domain.

17.3 Each party will give the other as much notice of any disclosure required under Section 17.2(c), as is reasonable and lawful in the circumstances (if any), and will provide the other with reasonable assistance in avoiding or limiting the required disclosure.

17.4 Each party will be entitled to disclose the other party’s Confidential Information to its employees, agents, directors, officers, sub-contractors (as authorized under Section 23.3), professional advisers and consultants (and in our case, our Group Members) who need to know such Confidential Information in connection with this Agreement, provided that the receiving party will ensure that such persons are aware of, and will procure that such persons comply with substantially similar terms of confidentiality as those set out in this Section 0.

18. Restricted Persons

18.1 You warrant and represent that you and your Representatives are not and will not market or complete any Bookings for Travel Services with any entity incorporated in or resident in a country subject to economic or trade sanctions by the EU or by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or who are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime (“Restricted Person”). If you or your Representatives become a Restricted Person, then you will notify us immediately.

18.2 You represent and warrant that you and your Representatives are not (and will not during the Term) become an employee, shareholder, director, contractor, or supplier or hold any other interest in us or any of our Group Members, whether directly or indirectly. If you do hold or acquire any such interest in us at any point during the Term, then you will notify us immediately.


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19. Governing Law, Jurisdiction and Venue; Waiver of Jury Trial

19.1 This Agreement and the performance of the parties hereunder shall be governed and construed in accordance with the substantive laws of the State of Washington without regard to any law, statute, rule, or precedent that would apply the law of any other jurisdiction. Each party irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts of competent jurisdiction located in King County, Washington, USA, with respect to any claim, action or proceeding arising out of or in connection with this Agreement. The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods.

19.2 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY EXPRESSLY WAIVES (ON BEHALF OF ITSELF AND ON BEHALF OF ANY PERSON OR ENTITY CLAIMING THROUGH THAT PARTY) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT.

20. Force Majeure & Relief

20.1 Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement to the extent that such failure or delay is due to any contingency beyond the reasonable control, and without any fault, of such party (“Force Majeure Event”); provided, however, the affected party will promptly notify the other party of the occurrence of the Force Majeure Event and will take all steps reasonably necessary to resume performance of its obligations.

21. Assignment

21.1 This Agreement may not be assigned, novated or transferred by either party without the prior written consent of the other party (such consent not to be unreasonably withheld), except that we may assign this Agreement without your consent to any of our Group Members, or any purchaser of all or substantially all of our assets, or to any successor by way of merger, consolidation or similar transaction. Any purported assignment in violation of this Section 21 will be null and void. You will provide us with prompt written notice if you are acquired by or merge with another company.

22. Notices

22.1 Notices must be given in English by email to, in our case, [email protected] and, in your case, the email address you provided to us as part of your Application, or in each case such other email address that the relevant recipient notifies the other party of from time to time.

22.2 An email notice will take effect on the earlier of:

(a) subject to Section 22.2(c), if sent before 4:30pm on a Working Day, then on the day of transmission;


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(b) subject to Section 22.2(c), if sent on or after 4:30pm on a Working Day, then at 10am on the next Working Day;

(c) where an out-of-office message is returned by the recipient to the sender, stating that the recipient is out of the office, then 10am on the first Working Day in which the recipient is stated to return to the office; or

(d) when an acknowledgement receipt is provided by any of the receiving party’s authorized personnel.

22.3 If the sender receives an error (including any delivery error message) stating that the email has not been properly transmitted to the recipient, then such email will not constitute valid notice for the purposes of this Section 22.

23. Miscellaneous

23.1 Subject to Section 10, this Agreement may not be modified in whole or in part, except in writing signed by a duly authorized representative of each party.

23.2 This Agreement incorporates these Sections and the appended schedules. Except to the extent that any Legacy Agreement continues to apply to Bookings made prior to the Effective Date or applies to any pilot schemes entered into prior to the Effective Date, this Agreement supersedes the Legacy Agreement and any other earlier agreements. All such earlier agreements will be terminated automatically on the Effective Date, other than the Legacy Agreement, which will apply only to pre-existing Bookings made under the Legacy Agreement and will terminate upon all of the Bookings being fulfilled so that:

(a) the Customer has received all of the Travel Services which formed part of the relevant Booking;

(b) all amounts due to either party being paid in full; and

(c) any complaints arising from such Bookings being resolved or settled to our satisfaction.

23.3 You may not sub-contract your obligations under this Agreement without our prior written consent. You will remain liable for the acts and omissions of your authorized sub-contractors and Representatives. We may sub-contract any of our obligations without your consent.

23.4 We and you are independent contractors, and nothing in this Agreement will be deemed to create a partnership, joint venture, franchise or any agency (except where stated otherwise) or employment relationship between us or our Group Members and you or your Group Members.

23.5 No person other than a party to this Agreement will have any rights to rely upon or enforce any term of this Agreement

23.6 No waiver of any term of this Agreement will be valid unless made in writing and signed by the waiving party. No failure or delay by any party at any time to enforce one or more of the terms of this Agreement will constitute waiver of such term or preclude such party from


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requiring performance by the other party at any time.

23.7 If any provision of this Agreement is held to be invalid or unenforceable, then:

(a) such provision will be interpreted, construed or amended to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; or

(b) such provision will be severed

and the remaining provisions and the Agreement itself shall remain valid and enforceable.

23.8 Nothing in this Agreement will constitute an attempt by us to prevent you from completing Bookings with individuals who are located outside of the Territory, where such individual has contacted you about Travel Services, except where such contact was as a result of active marketing or promotional activities that you have undertaken.

23.9 This Agreement constitutes the entire agreement between the parties and, subject to Section 23.2, supersedes any prior agreements, understandings and arrangements between them, relating to its subject matter. Each party acknowledges and agrees that in entering into this Agreement, it has not relied on any representation, undertaking or promise that is not set out in this Agreement.

23.10 The original English version of this Agreement may have been translated into other languages. In the event of an inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version will prevail.

24. Interpretation

In this Agreement:

(a) if there is any conflict or ambiguity between the sections of this Agreement and the schedules, the conflict will be resolved in accordance with the following order of precedence, unless expressly stated otherwise in this Agreement: (i) Schedule 2 (Territory Specific Requirements); (ii) the sections; (iii) all other schedules; and (iv) the Acceptable Use Policy;

(b) references to sections or schedules will be to sections and schedules to this Agreement and references to a paragraph will be to a paragraph of a schedule. Headings are inserted for ease of reference and will not affect interpretation;

(c) words suggesting a gender will include all genders; words denoting the singular will include the plural and vice versa;

(d) references to statutes, statutory instruments and government regulations will be deemed to include any modification, amendment, extension or re-enactment thereof from time to time;

(e) the expressions “including,” “include,” “in particular,” “for example” and any similar expression will not limit the preceding words;


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(f) references to “writing” and “written” include communication by email, including all related attachments; and

(g) a reference to any agreement or document means that agreement or document as amended or varied by written agreement between the parties from time to time.


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SCHEDULE 1

MARKETING FEES & TAXES

A1 Marketing Fees. In consideration for the marketing services provided by TAAP Member in accordance with this Agreement, and subject to the Marketing Fee Conditions at paragraph A2 below, Expedia (or its third party service provider on its behalf) will, unless otherwise agreed in writing, only pay TAAP Member Marketing Fees on Bookings that are completed or consumed by the Customer, for example, in the context of (i) a hotel booking, that the check-out day of such stay has occurred and that the stay has been completed; (ii) an air booking, when the last leg of a one-way or return flight is completed by the Customer; (iii) a car rental booking, when the car rental is returned (“Consumed Bookings”) during the Term on either a flat fee or percentage of Gross Booking Value (as defined below) basis for each type of Consumed Booking as set out below (the “Marketing Fees”).

The exact percentage payable to the TAAP Member depends on their current Tier. There are currently four different Tiers: Standard; Silver; Gold; and Platinum. Each TAAP Member is allocated a Tier, usually based on achieving certain annual GBV thresholds. Thresholds and your current Tier are displayed on the Website home page upon login.

For the purpose of this Agreement, “Gross Booking Value” or “GBV” means (unless otherwise agreed in writing), for each Consumed Booking, the total price (including taxes and fees) actually paid by Customers to TAAP Member or Supplier, excluding (i) taxes and fees paid by the Customer at the time of stay; and (ii) any element of the Booking that is paid or reduced by redemption of coupons, discount codes or Expedia+ points.

For Standard Tier TAAP Members, the Marketing Fees are as follows:

1.1 Expedia Premium Plus Hotel. Expedia will pay TAAP Member eleven percent (11 %) of the GBV.

1.2 Expedia Premium Hotel. Expedia will pay TAAP Member nine percent (9 %) of the GBV.

1.3 Expedia Basic Plus Hotel. Expedia will pay TAAP Member seven percent (7 %) of the GBV.

1.4 Expedia Basic Hotel. Expedia will pay TAAP Member three percent (3 %) of the GBV.

1.5 Car. Expedia will pay TAAP Member six percent (6%) of the GBV.

1.6 Destination Services. Expedia will pay TAAP Member ten percent (10%) of the GBV.

1.7 Packages. For the Marketing Fees only, a Package will comprise any Booking of hotel plus car or hotel plus flight in the purpose of defining same Booking. For Packages with (i) two or fewer nights’ hotel stay or (ii) two or fewer days’ car hire, Expedia will pay TAAP Member three percent (3%) of the GBV. For Packages with (i) three or more nights’ hotel stay or (ii) three or more days’ car hire, Expedia will pay TAAP Member five percent (5%) of the GBV.

For the avoidance of doubt, TAAP Members will not be entitled to received Marketing Fees on any other bookings/lines of business other than those listed above (even if TAAP Member completes a Booking on an Expedia Website. The Premium Plus Hotel, Premium Hotel, Basic Plus Hotel and Basic Hotel categories referred to above (the “Hotel Categories”) will be indicated and displayed


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alongside applicable hotels within such Hotel Categories on the TAAP portal when a TAAP Member signs into their Account(s).

2 Marketing Fee Conditions. TAAP Member acknowledges and accepts that the following terms will apply to the calculation of Marketing Fees.

2.1 Marketing Fees for a Consumed Booking will be payable to TAAP Member only where TAAP Member effects a Booking on behalf of a Customer and that Booking is deemed by Expedia to be a Consumed Booking and in accordance with the timing for payments as set out in paragraph B1;

2.2 Marketing Fees will not be due to TAAP Member for Bookings where the TAAP Member has failed or refused to enter the correct Tracking Code and/or failed or refused to use their own registered TAAP user account;

2.3 Marketing Fees will only be paid in relation to relevant Consumed Bookings that were booked through the Website. For the avoidance of doubt, the Marketing Fee will not be payable by Expedia in relation to any Bookings made through any other channels, including other “Expedia” branded website or in respect of products not listed above in paragraph A1;

2.4 Marketing Fees will not be paid on void transactions or on cancelled or no-stay Bookings;

2.5 Marketing Fees will be subject to taxation in accordance with this Schedule 1;

2.6 Marketing Fees will not be paid on any Bookings for hotels on such brands as Expedia will notify TAAP Member in writing from time to time, such notice being provided in accordance with the notice procedure set out in paragraph A3 during the Term of this Agreement.

2.7 TAAP Member must cooperate fully and provide Expedia with all reasonable assistance, as requested by Expedia, in connection with any investigation by Expedia into suspected Booking fraud.

3 Variation of Marketing Fee Rates and Tiers. TAAP Member acknowledges and agrees that Expedia may, from time to time in its sole discretion and without requiring the further consent of TAAP Member, vary the Marketing Fees set out in paragraph A1 above. If Expedia makes such a variation, it will notify TAAP Member of its decision in writing (which notification may be by email or by a notice displayed on the Website). If Expedia makes such a notification, the new rates of Marketing Fees will apply from the first day of the next calendar month following the month in which any such notification is made by Expedia.

TAAP Member acknowledges and agrees that Expedia may, from time to time in its sole discretion and without requiring the further consent of TAAP Member, (i) vary the Tier thresholds; (ii) vary the Tier benefits; and/or (iii) remove the Tier program and benefits in its entirety. If Expedia makes a change, it will notify TAAP Member of its decision in writing (which notification may be by email or by a notice displayed on the Website).

4 Expedia Products. The parties anticipate, and will use all reasonable endeavours to secure, that Expedia and/or an Expedia Group Member will be treated as the supplier to the customer of an Expedia Collect Travel Product or Car (collectively, the “Expedia Rate Products”) for VAT (Value Added Tax) purposes as applied by Directive 2006/112/EC and GST/HST/PST/QST purposes as applied by goods and services provisions in Canada and Canadian provinces and territories, and TAAP Member will not do, or omit to do, anything that may reasonably be expected to result in any tax


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authority taking a contrary position. In particular, TAAP Member will not account to any tax authority on the basis that it is the supplier to the customer of Expedia Rate Products. TAAP Member further agrees that any payments it collects in relation to Expedia Rate Products are collected on behalf of Expedia and/or an Expedia Group Member, and it will account in its records for such payments as such. TAAP Member will not issue invoices that expressly or implicitly state that TAAP Member is making a supply of any Expedia product, whether on a standalone basis or as part of a package, to the Customer. TAAP Member will not correspond with any tax authority concerning the tax treatment of Bookings without first consulting with Expedia, including allowing Expedia to review and comment on such correspondence and to make any amendments that Expedia reasonably requires.

B. PAYMENTS.

1 Timing of Payment. During the Term, within thirty (30) days after the end of each calendar month during which TAAP Member facilitated any Bookings or realized Consumed Bookings, Expedia or its reporting agent will furnish TAAP Member with a statement of and pay: (i) any amount due to TAAP Member by way of Marketing Fees in relation to Consumed Bookings; (ii) the GBV of Bookings facilitated in the prior calendar month that are not considered to be Consumed Bookings; and (iii) the stay date for Bookings facilitated that have not yet been consumed. For the avoidance of doubt, unless otherwise agreed in writing by Expedia, Marketing Fees will only be paid on Consumed Bookings. Save as provided in this paragraph B1, Expedia or its reporting agent will remit all Marketing Fees payments owed to TAAP Member by means of electronic transfer to TAAP Member’s bank account, as submitted when applying for access to TAAP, or as otherwise indicated from time to time in writing by TAAP Member and agreed to by Expedia. While Marketing Fees will continue to accrue, Expedia will not remit payment in any calendar month unless the amount of Marketing Fees accrued is at least $50 (fifty US Dollars) (or such other amount as agreed by Expedia in writing); provided that in the calendar month ending on the last day of December Expedia will remit payment of all Marketing Fees then accrued during the year, regardless of amount. Expedia may withhold Marketing Fees due to TAAP Member under the Agreement and credit such amounts payable toward offsetting or recouping any amounts owed by TAAP Member as a result of the payment in error by Expedia of Marketing Fees on prior Bookings that are subject to paragraph B2 below. Expedia may also withhold Marketing Fees due to TAAP Member under the Agreement pursuant to paragraph D3 below.

2 Invalid Bookings. Expedia will be entitled to immediate annulment and (where applicable) repayment of Marketing Fees relating to “Invalid Bookings.” An Invalid Booking will be a Booking that in whole or in part: (i) is cancelled; (ii) is, in Expedia’s reasonable opinion, fraudulent; (iii) results in a chargeback for any reason (including, without limitation, fraud, duplication or other errors in payment processing, or a credit not processed); or (iv) relates to any conduct of TAAP Member that breaches this Agreement.

C. TAXES.

1. TAAP Member Tax Liabilities. Notwithstanding any other provision to the contrary herein, TAAP Member will be responsible for any and all taxes, duties and impositions imposed on TAAP Member resulting from this Agreement (including with respect to any payments or compensations received by you relating to the Events), including interest and penalties thereon and additions thereto. TAAP Member is also responsible for any and all taxes on or measured by TAAP Member’s Booking


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Fees, including any such taxes required to be collected from Customers, and TAAP Member is solely responsible for remitting such taxes to the applicable tax authority.

2. Sales, Use, and Similar Transfer Taxes. All sums payable or deemed to be payable by TAAP Member to Expedia or an Expedia Group Member as consideration under this Agreement will be deemed to be exclusive of any value-added, sales, use, goods and services, consumption, or similar transaction tax, charge, duty, fee, assessment or levy imposed in any jurisdiction (“Transaction Taxes”). An amount equal to such Transaction Tax shall in each case be paid by TAAP Member to Expedia or the relevant Expedia Group Member. All sums payable or deemed to be payable by Expedia or an Expedia Group Member to TAAP Member under this Agreement shall be deemed to be inclusive of any Transaction Tax chargeable on the supply or supplies for which such sums are the consideration for Transaction Tax purposes. TAAP Member will collect any applicable taxes from Customers with respect to each Booking (excluding any TAAP Member’s Booking Fees) in the exact amount and manner provided through the Website, and, with respect to any Booking located in the United States, remit such taxes to Expedia or the relevant Expedia Group Member to remit to the applicable tax authority and/or supplier.

3. Withholding Taxes. TAAP Member will deliver to Expedia, prior to receipt of any payments hereunder, a duly completed and signed copy of IRS Form W-9, IRS Form W-8BEN-E, or IRS Form W-8ECI (or any successor thereto), to establish that TAAP Member is not subject to United States income tax withholding. TAAP Member will promptly notify Expedia of any change in circumstances which would cause TAAP Member to be subject to United States income tax withholding. Such form will be kept on file at Expedia. TAAP Member will provide Expedia with an updated version of IRS Form W-9, IRS Form W-8BEN-E, or IRS Form W-8ECI (or any successor thereto) every three years or promptly on request and will promptly notify Expedia of any circumstance that impacts the validity of the information previously provided. If TAAP Member does not comply with its obligations under this paragraph, Expedia will be entitled to withhold payment due to TAAP Member under the Agreement until a duly completed and signed copy of Form W-9 or updated IRS Form W-9, IRS Form W-8BEN-E, or IRS Form W-8ECI (or any successor thereto), has been received by Expedia, in the medium requested by Expedia or deduct and withhold on any payment to the TAAP Member in order to comply with its obligations under U.S. tax laws. Expedia shall be entitled to deduct and withhold any other US state and local, Canadian or other foreign taxes as required under applicable current or future law on any payments to TAAP Member. All amounts withheld by Expedia pursuant to this paragraph will be treated as paid to the TAAP Member.


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SCHEDULE 2

TERRITORY SPECIFIC REQUIREMENTS

United States of America

You agree you will adhere to and comply with the requirements below (“Territory Specific Requirements”):

1) EXPEDIA+ REWARDS

You and your Representatives are not permitted to take part in Expedia+.

2) You and your Representatives will comply with all applicable seller of travel laws (e.g., U.S. state-specific travel agent registration requirements; Canadian registration requirements (TICO); etc.).

Date post:	19-Feb-2018
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