Expedia PartnerCentral Terms, Conditions, and Notices

EPC AGREEMENT BETWEEN YOU AND EXPEDIA

Welcome to Expedia PartnerCentral ("EPC"). EPC includes various tools and services to enter, upload or request changes to content or other information that is associated with or displayed on the Websites (as defined below) regarding a hotel, resort, inn, or other accommodation (“Property”) or a Property’s products and/or services.

EPC is offered to you by Expedia (as that term is defined in your Lodging Contract) conditioned upon your acceptance without modification of all the terms, conditions, and notices set forth below (collectively, the "EPC Agreement"). By accessing or using any of the tools or services accessible through EPC in any manner, you agree to be bound by the EPC Agreement. Please read the EPC Agreement carefully. If you do not accept all of these terms and conditions, you are not authorized to use EPC. Be sure to return to this page periodically to review the most current version of the EPC Agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify the EPC Agreement without prior notice, and your continued access or use of EPC signifies your acceptance of the updated or modified EPC Agreement.

The term “you” refers to the Property, the Property’s owner, and, if applicable, any entity managing the Property on behalf of or acting as agent for the Property’s owner. The terms “us”, “we”, and “our” refer to Expedia.

USE OF EPC

As a condition of your use of EPC, you warrant that (i) you are at least 18 years of age; (ii) you possess the legal authority to bind the Property to the terms of this EPC Agreement and you hereby create a binding legal obligation; (iii) you will use EPC in accordance with this EPC Agreement only to the extent necessary for Property to fulfill its obligations under the Lodging Contract (as defined below); (iv) you have the legal authority to act on behalf of the Property with respect to any actions taken on EPC; and (v) all information supplied by you on EPC is true, accurate, current and complete. Access to EPC is determined by your login and password credentials and your login will determine what areas and features of EPC are available for your use. You are solely responsible for maintaining the confidentiality of all passwords and for preventing unauthorized access to EPC and for the acts and omissions of anyone using your account. You will not allow any person other than your employees or authorized agents to use or access EPC. We retain the right at our sole discretion to deny access to anyone to EPC and the services we offer, at any time and for any reason, including, but not limited to, for violation of this EPC Agreement.

CONTRACTING / RATES AND INVENTORY

EPC may offer you the opportunity to enter into legally binding electronic contracts on behalf of the Property with Expedia for various services (“Contracts”), including, but not limited to, the offering of the Property’s goods or services via the websites of Expedia (the “Websites”) and/or placement of advertising for the Property’s goods or services on the Websites. Any such Contracts may contain terms in addition to those set forth in this EPC Agreement. If the Property is making goods or services available through the Websites, EPC may also contain tools that permit you to set rate, availability and other inventory information to be displayed on the Websites. The posting of such information is subject to this EPC Agreement as well as the terms and conditions of the applicable Expedia Lodging Contract, Corporate Property Participation Agreement, Property Participation Agreement or other Expedia lodging agreement, entered into between the Property and Expedia (“Lodging Contract”).

CONTENT MANAGEMENT

EPC may include various content management tools to upload or request changes to content that is displayed on the Websites regarding the Property or the Property’s products and/or services. By uploading any of your or the Property’s name(s), logos, trademarks, images, audio, video, text or other content (“Content”), you hereby grant Expedia the right to use, reproduce and distribute such Content for the purposes of advertising, merchandising and obtaining reservations for the Property’s services via the Websites. You warrant that any such use of the Content does not and will not infringe on any third party’s rights. Expedia has no obligation to use, display or distribute any Content. If you request any changes to your Content, such changes may be subject to review and approval by Expedia in our sole discretion.

OTHER FEATURES

From time to time, we may make other features and services available through EPC. Such features and services may be subject to additional terms and conditions of use.

PROHIBITED ACTIVITIES

The content and information in EPC, as well as the infrastructure used to provide such content and information, is proprietary to us. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through EPC. Additionally, you agree not to:

  • (i) access, monitor or copy any content or information in EPC using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
  • (ii) violate the restrictions in any robot exclusion headers on EPC or bypass or circumvent other measures employed to prevent or limit access to EPC
  • (iii) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
  • (iv) deep-link to any portion of EPC for any purpose without our express written permission; or
  • (v) "frame", "mirror" or otherwise incorporate any part of EPC into any other website without our prior written authorization.

COMMENTS AND OTHER SUBMISSIONS

We appreciate hearing from you. Please be aware that by submitting unsolicited suggestions, comments or other feedback related to EPC , (collectively, "Submissions"), you grant Expedia and the affiliated, co-branded and/or linked website partners through whom we provide service (collectively, the "Expedia Affiliates"), a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised. You further grant Expedia the right to pursue at law any person or entity that violates your or Expedia’s rights in the Submissions by a breach of this EPC Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary. If you do not agree to these terms and conditions, please do not provide us with any Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED IN OR VIA EPC MAY INCLUDE INACCURACIES OR ERRORS. IN PARTICULAR, EXPEDIA DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION PROVIDED ON OR VIA EPC.

EXPEDIA MAY MAKE IMPROVEMENTS AND/OR CHANGES ON EPC AT ANY TIME.

EXPEDIA MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON EPC FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON EPC DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY EXPEDIA. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXPEDIA DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT EPC, ITS SERVERS OR ANY EMAIL SENT FROM EXPEDIA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXPEDIA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

IN NO EVENT SHALL EXPEDIA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF EPC OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE EPC (INCLUDING, BUT NOT LIMITED TO, ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH EPC; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF EPC) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF EXPEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If, despite the limitation above, Expedia is found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then the liability of Expedia will in no event exceed, in the aggregate, the greater of (a) the fees (if any) you paid to Expedia for access to EPC, or (b) One-Hundred Dollars (US$100.00).

The limitation of liability reflects the allocation of risk between the parties, and Expedia would be unwilling to make EPC and its related features or services available to you without such limitations. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of Expedia.

INDEMNIFICATION

You agree to defend and indemnify Expedia and the Expedia Affiliates and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

  • (i) your breach of this EPC Agreement or the documents referenced herein;
  • (ii) your violation of any law or the rights of a third party; or
  • (iii) your use of EPC.

EPC may contain hyperlinks to websites operated by parties other than Expedia. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from EPC or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

SOFTWARE AVAILABLE ON EPC

Any software that is made available to download from EPC ("Software") is the copyrighted work of Expedia and/or our respective suppliers. Your use of such Software is governed by the terms of the end user license agreement, if any, which accompanies, or is included with, the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software made available for download on EPC not accompanied by a License Agreement, we hereby grant to you, the user, a limited, personal, nontransferable license to use the Software for viewing and otherwise using EPC in accordance with these terms and conditions and for no other purpose.

Please note that all Software, including, without limitation, all HTML code and Active X controls contained on EPC, is owned by Expedia and/or our respective suppliers, and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.

GENERAL

You hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, USA, in all disputes arising out of or relating to the use of EPC. Use of EPC is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

You agree that no joint venture, partnership, or employment relationship exists between you and Expedia as a result of this EPC Agreement or use of EPC.

Our performance of this EPC Agreement is subject to existing laws and legal process, and nothing contained in this EPC Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of EPC or information provided to or gathered by us with respect to such use.

If any part of this EPC Agreement 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. Our failure or delay in enforcing any provision of this EPC Agreement at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.

This EPC Agreement (and any other terms and conditions referenced herein) constitutes the entire EPC Agreement between you and Expedia with respect to EPC and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you/Property and Expedia with respect to EPC. With respect to any other written contracts that you or Property may have with Expedia, the terms of those contracts remain unchanged. A printed version of this EPC Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EPC Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Any rights not expressly granted herein are reserved.

Revised May 1, 2012

©2012 Expedia, Inc. All rights reserved.