API Master Terms and Conditions

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These Master Terms are applicable for partners who leverage our Discover tiered package. All other customers should refer to their individually agreed terms with Tripadvisor.

These Master Terms, together with any applicable Orders set out the terms and conditions on which Customer may use the Services provided by Tripadvisor. All capitalized terms used herein shall have the meaning assigned to them in these Master Terms.

1. Introduction

1.1. This Agreement constitutes a legally binding agreement between Customer and the applicable Tripadvisor company, as specified in Section 9.37. 1.2. In the event of any conflict among these Master Terms, any Policy, and any Order, the following order of precedence shall apply (highest to lowest): (a) the applicable Order; (b) these Master Terms; and (c) any Policy.

2. Credentials and Feedback

2.1. To use and access the Services, Customer will need to create an account with Tripadvisor and provide all requested information. Tripadvisor will provide Credentials to Customer. The Credentials are the property of Tripadvisor. Customer will use the Credentials as the sole means of accessing the API. Except as explicitly permitted by Tripadvisor, Customer must not share its Credentials with any third party and Customer shall keep its Credentials secure. Tripadvisor may revoke or modify Customer’s Credentials in its sole discretion.

2.2. Customer agrees and acknowledges that any feedback that Customer provides with respect to the Services or the TA Materials may be used by Tripadvisor for any purpose without any limitation, restriction, or condition, and without any obligation or compensation to Customer.

3. License Grant and Service Updates

3.1. License to API and Licensed Content.

3.1.1. Subject to Customer’s compliance with this Agreement, Tripadvisor grants to Customer during the applicable Order Term a limited, non-exclusive, worldwide, revocable (as contemplated in this Agreement), non-sublicensable, non-transferable and royalty-free license to access and use the applicable API and Licensed Content delivered therein solely to (a) enable the display of the Licensed Content through the Customer Application to End Users, (b) in the case of Factual Content only, use such Factual Content to call third party application programming interfaces, and (c) to internally analyze (I) user reviews to determine strengths and weaknesses of a given Active Property solely for purposes of improving such Active Property or (II) the location of Active Properties to understand where they are located relative to other points of interest.

3.1.2. For the avoidance of doubt, Tripadvisor does not grant any license to Customer to (and Customer shall not, nor permit any third party to) access or use the API, the Licensed Content delivered therein, or any other TA Materials in connection with any use of artificial intelligence or machine learning, including without limitation any model training, model fine-tuning, or any algorithm, software or database used in connection with any of the foregoing; provided, however, that subject to Customer’s compliance with this Agreement, Tripadvisor grants to Customer during the applicable Order Term a limited, non-exclusive, worldwide, revocable, non-sublicensable, non-transferable and royalty-free license to access and use the applicable API and Licensed Content delivered therein solely to perform Grounding on a large-language artificial intelligence model via retrieval-augmented generation (and for the avoidance of doubt, not train or fine tune any model), so long as such model is used solely for internal (e.g. not consumer or customer facing) non-commercial purposes in connection with testing the Customer Application. Any other use by Customer of the API, Licensed Content or any other TA Materials in connection with use of artificial intelligence or machine learning shall require a separate signed agreement with Tripadvisor.

3.2. License to Marks. Subject to Customer’s compliance with this Agreement, Tripadvisor grants to Customer during the applicable Order Term a limited, non-exclusive, worldwide, revocable, non-sublicensable, non-transferable and royalty-free license to display the Marks, solely in accordance with the Policies, for purposes of performing Customer’s obligations or exercising its rights under this Agreement. Unless otherwise explicitly approved in writing by Tripadvisor, Customer will not publish or otherwise engage in any use of the Marks except as expressly permitted in this Agreement. Customer will immediately cease any use of the Marks upon notification by Tripadvisor. Customer will not take any action to register or otherwise interfere with Tripadvisor’s interests in the Marks. Customer will not adopt or otherwise use any trademark, trade name, service mark, logo, or symbol that is similar to, or likely to be confused with, any of the Marks. All goodwill from Customer’s use of the Marks will inure to the benefit of Tripadvisor.

3.3. Reservation of Rights. Except for the explicit licenses granted hereunder, Tripadvisor does not grant any right, title or interest in or to the Services, Licensed Content, all other TA Materials, the Tripadvisor Sites, or all Intellectual Property Rights therein. As between the parties, Tripadvisor owns all right, title and interest in and to the Services, Licensed Content, all other TA Materials, the Tripadvisor Sites, and all Intellectual Property Rights therein.

3.4. Restrictions.

3.4.1. Prohibited Sites. Notwithstanding anything to the contrary herein, Customer shall not (i) use, copy, perform or display any TA Materials on a Prohibited Site; or (ii) include a Prohibited Site as a Customer Application.

3.4.2. Display. Customer shall (a) include a Mark (as specified by Tripadvisor) and link back to the relevant Tripadvisor Site (as specified by Tripadvisor) pursuant to the requirements of the Linking Policy in connection with all displays of the Licensed Content on the Customer Application; (b) comply with the Policies; (c) not display the TA Materials or publicly communicate in any way that disparages Tripadvisor, its Affiliates or their respective products or services; (d) not modify or alter any display, sort or ranking order; (e) for each display of Licensed Content on the Customer Application, display all Licensed Content returned in the applicable Service application programming interface(s) response as-is, except that Customer may selectively display (but for the avoidance of doubt not otherwise modify) (i) an entire Active Property based on specific, Tripadvisor-provided categories for such Active Property (e.g. only show Vegan Restaurants) and (ii) a particular piece of other Licensed Content solely in order to prevent a negative End-User experience (e.g. only show 5 of the 10 photos returned), provided that in each of (i) and (ii), Customer may not selectively display reviews, rankings, ratings, or any other indication of the quality of an Active Property unless explicitly requested by an End User, may not selectively display Licensed Content in a manner that violates any Law or distorts or changes the facts or meaning of the Licensed Content, and may not remove any pricing information or disclosures; (f) not combine any Licensed Content with any other content (e.g. aggregating Tripadvisor ratings or reviews with other ratings or reviews to create a new aggregated rating or review system); (g) not display the Licensed Content in a manner that would imply that the Licensed Content is Customer’s or a third party’s content, or that Customer’s or a third party’s content is associated with Tripadvisor or its Affiliates; (h) not display the Licensed Content or Marks next to other content or marks without clearly demarcating the Licensed Content and Marks from other content and marks (e.g. labeling such other content with its respective brand marks); (i) not display the Licensed Content near, or in conjunction with, any booking or inventory function (including any content that links to a booking function on another platform) supplied by a party other than Tripadvisor or its Affiliates; (j) not otherwise display the TA Materials in any way which may be misleading or confusing; and (k) when End Users see Licensed Content on the Customer Application that is generated by artificial intelligence (e.g. AI trip summaries, AI forum summaries or AI review summaries) as denoted in the API, include prominent disclosures that such content is generated using artificial intelligence and may contain mistakes, and any other disclosure required by applicable law.

3.4.3. Caching, Access, Non-Indexable. Customer shall (a) only copy, cache or download the Licensed Content from the API as explicitly permitted by the Caching Policy and shall implement industry-standard security measures to protect the Licensed Content, (b) provide Tripadvisor with full access to any of Customer’s password protected Customer Applications that display the Licensed Content, including without limitation, providing all necessary credentials, passwords, keys and documentation, and (c) make all displays of TA Materials on the Customer Application non-indexable by search engines, and inaccessible to third parties via any robot, spider, scraper or other automated means.

3.4.4. Other Restrictions - Customer shall not: (a) modify, edit, shorten, add to, transform, adapt, create derivative works of, reproduce, distribute or copy the TA Materials or Services, unless explicitly permitted by Tripadvisor under this Agreement, provided that Customer may truncate consecutive characters at the beginning or end of Licensed Content user reviews so long as Customer (i) makes clear to End Users that such user reviews are truncated, (ii) displays a link to the Tripadvisor Site where End Users can read the entire review, and (iii) does not truncate the Licensed Content user reviews shorter than 200 characters; (b) make the Services available to anyone other than Customer’s employees, contractors, and consultants who (i) need access in order to exercise Customer’s rights under this Agreement, (ii) are prohibited from using the Services except on behalf of Customer, and (iii) are subject to similar confidentiality obligations as Customer (for the avoidance of doubt, Customer shall be liable for any breach of this Agreement by any such employee, contractor, or consultant as if they were Customer under this Agreement); (c) access or use (including via a robot, spider, crawler or other automated means) the Tripadvisor Sites or Services to systematically analyze, extract or obtain any information or data from the Services, TA Materials or the Tripadvisor Sites, unless explicitly approved by Tripadvisor in writing; (d) interfere with, disrupt, or harm the Services, servers, security, networks, data, applications or other properties or services of Tripadvisor or its Affiliates; (e) use the Services or TA Materials to create any product which is competitive with any Tripadvisor or Tripadvisor Affiliate product offering, including without limitation using the Licensed Content in connection with collecting user reviews unless explicitly approved by Tripadvisor in writing; (f) decompile, disassemble, translate, reverse engineer, attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces of the Services, TA Materials or any data related thereto; (g) include sensitive or Personal Data in any request to a Service application programming interface(s); (h) use the Services or TA Materials for illegal purposes or in any manner that infringes the rights of any third party; or (i) access the Services, except as expressly permitted by Tripadvisor.

3.4.5. During the Agreement Term, Customer will not license, collect or display content similar to the Licensed Content, including without limitation displaying or using the TA Materials on the Customer Application alongside or in conjunction with other user-generated content.

3.5. Updates and Copyright Notice. From time to time during the applicable Order Term, Tripadvisor may provide Updates to the Licensed Content, and make such Updated Licensed Content available to Customer. Customer shall only use such Updated Licensed Content and will cease using any previously-received content that is no longer available via the API. Upon notice by Tripadvisor to Customer, Customer shall promptly remove from the Customer Application any specific Licensed Content detailed in such written notice. Customer shall enact and display on the Customer Application during the Term a notice and takedown procedure that complies with all applicable Laws. Upon receiving a legal complaint regarding any TA Materials, Customer shall (a) immediately provide written notice to Tripadvisor at [email protected] of such complaint, including all relevant details and (b) promptly provide Tripadvisor with all relevant information and assistance regarding the complaint, as requested by Tripadvisor.

3.6. Service Updates. Tripadvisor may update, modify, change or discontinue the Tripadvisor Sites or any of the Services in its sole discretion at any time, including without limitation by applying limitations on Customer’s use of the Services, without any remedy for Customer.

4. Order Procedures, Fees and Payment

4.1. Each Order will specify the Services to be delivered (including the applicable API plan features), the initial API Rates for such Services (which may differ based on the applicable API and may be adjusted pursuant to this Section), and the Budget (if applicable).

4.2. Without limiting Tripadvisor’s rights to amend the Agreement in Section 8.8, TRIPADVISOR MAY ADJUST THE FEES FOR THE SERVICES (INCLUDING THE API RATES) IN ITS SOLE DISCRETION, PROVIDED THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TRIPADVISOR WILL PROVIDE CUSTOMER AT LEAST 30 DAYS’ NOTICE OF ANY PRICE INCREASE. Customer’s continued use of the Services after the effective date for any such price increase shall be deemed acceptance of the new API Rate.

4.3. Customer will pay Tripadvisor for Customer’s usage of the APIs based on the then-current API Rate at time of usage. Customer agrees that Tripadvisor will charge Customer for such Service fees via the payment method selected by Customer in the applicable Order, as may be updated by Customer in Customer’s account. Tripadvisor will invoice and charge Customer for the applicable Services on a calendar month basis. The cost of the Services will depend on Tripadvisor’s then-current API Rates for each applicable API.

4.4. Tripadvisor may (in its sole discretion) offer Customer the ability to set a Budget, and such Budget shall remain in effect for the duration of the applicable Order Term unless otherwise modified in accordance with this Agreement or if Tripadvisor deprecates the Budget functionality. Tripadvisor may offer Customer the ability to update its Budget within Customer’s account settings. Customer will be liable to pay for all Entities (based on the API Rate) stemming from its Calls that are made until the Budget is reached for the applicable Budget time period. Revisions to the Budget shall not take effect until the subsequent billing cycle, unless Tripadvisor, in its sole discretion, decides to apply the revised Budget immediately.

4.5. In addition to any other rights, Tripadvisor may immediately terminate this Agreement in the event Customer does not promptly pay the Service fees, including if Customer’s payment method does not successfully remit payment to Tripadvisor.

4.6. The prices quoted by Tripadvisor for the Services do not reflect any applicable sales, use, excise, value added tax, or other tax or amount which may be levied on the Services provided for under this Agreement, all of which shall be payable by Customer to Tripadvisor in addition to the price quoted by Tripadvisor.

4.7. All unpaid Service fees shall accrue interest at the rate of 1.5% per month or the legal maximum (whichever is less) until paid. All billing and other Service calculations will be based on Tripadvisor's metrics (including but not limited to Tripadvisor’s measurement of the number of Calls or Entities), not any Customer calculations.

5. Confidentiality and Privacy

5.1. The parties agree that the receiving party of any Confidential Information of the other party received hereunder will: (i) use such Confidential Information solely for the purposes for which it is provided by the other party; (ii) not disclose such Confidential Information to any third party except its professional advisors and service providers who need access to such Confidential Information for performing such party’s obligations or exercising its rights under this Agreement and are bound by confidentiality and non-use obligations at least as restrictive as those imposed by this Section; and (iii) protect such Confidential Information from unauthorized use and disclosure; provided, however, that Tripadvisor may share the Confidential Information that it receives hereunder with its Affiliates; provided further that the foregoing obligations will not apply to any information that (a) becomes generally publicly available through no fault of the receiving party; (b) the receiving party obtains from a third party (other than in connection with this Agreement) who is not, to the receiving party’s knowledge, under an obligation of confidentiality with respect to such information; (c) is independently developed by the receiving party; (d) is disclosed with the prior written consent of the disclosing party; or (e) was already known to the receiving party prior to disclosure in connection with this Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information if legally compelled by any judicial or governmental order; provided that the receiving party will take reasonable steps to give the disclosing party sufficient prior notice so that the disclosing party may contest such request, requirement or order. The Services and all terms and conditions of this Agreement will be deemed to be Tripadvisor’s Confidential Information.

5.2. During the Order Term, Customer will (i) display and adhere to a privacy policy governing its use of End Users’ Personal Data that complies with all applicable Laws, and (ii) implement appropriate technical and organizational security measures to protect End Users’ Personal Data, including against unauthorized or unlawful processing and against accidental loss, destruction or damage.

6. Representations/Warranties, Indemnity & Liability

6.1. Customer represents and warrants that (i) Customer, Customer Application, and Customer’s use of the Services, comply with all applicable Laws; (ii) Customer, and anyone acting on behalf of Customer, will not use, or permit any use of, the Services or TA Materials by anyone from a country prohibited under U.S. export and/or OFAC regulations or by any Prohibited Person; (iii) Customer has full power and authority to execute this Agreement and has all licenses, authorizations, consents, approvals and permits required by all applicable Laws and regulations in order to perform its obligations and exercise its rights hereunder; (iv) this Agreement constitutes a legal, valid and binding obligation upon Customer; (v) Customer is duly organized and validly existing in accordance with the Laws of the state (or country) of its incorporation or organization; and (vi) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, understanding or Law to which it is a party or by which it may be bound.

6.2. Customer agrees to defend, indemnify and hold harmless Tripadvisor and its Affiliates and each of their respective officers, directors, employees, suppliers, licensors, distributors and agents from and against any and all losses, costs (including reasonable attorney’s fees), expenses, liabilities, damages, assessments, or judgments (collectively, “Liabilities”) resulting from any third party claim or action (“Claim”) alleging or arising out of: (a) Customer’s breach of this Agreement, including any use of the Licensed Content inconsistent with this Agreement; (b) violation by Customer of any Laws; (c) the Customer Applications; (d) any modifications made by Customer to the Licensed Content or combinations thereof with third party content; or (e) Customer’s gross negligence or willful misconduct. The indemnified party shall provide the indemnifying party with prompt written notice of any Claim for which it seeks a remedy under this Section 6.2. Any delay in such notice shall not relieve the indemnifying party of its obligations hereunder unless such delay materially prejudices such party's ability to defend such Claim. The indemnifying party shall have the right to control the defense and settlement of such Claim with counsel reasonably acceptable to the indemnified party, provided that the indemnified party shall have the right to participate in the defense at its own expense with counsel of its choice. The indemnifying party shall keep the indemnified party reasonably informed of the status of any such Claim and shall not agree to any settlement or compromise that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld. The indemnified party shall provide reasonable cooperation to the indemnifying party in connection with the defense of any such Claim.

6.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES AND TA MATERIALS ARE PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIPADVISOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, SECURITY, AVAILABILITY, ACCURACY, NON-INFRINGEMENT, TITLE, OR ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, WITH RESPECT TO THE TA MATERIALS, THE TRIPADVISOR SITES, THE SERVICES OR ANY OTHER MATTER UNDER THIS AGREEMENT.

6.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIPADVISOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INCIDENTAL LOSS OR DAMAGES, INCLUDING LOST PROFITS, WHETHER OR NOT TRIPADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIPADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO CUSTOMER OR ANY THIRD PARTY WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY TRIPADVISOR FROM CUSTOMER FOR THE SPECIFIC SERVICE AT ISSUE OVER THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH CLAIM.

7. Term and Termination

7.1. This Agreement shall be in effect for the Agreement Term, after which it shall terminate. For the avoidance of doubt, so long as any Order remains in effect, the remainder of the relevant portions of the Agreement shall also remain in effect.

7.2. Termination. Tripadvisor may immediately terminate this Agreement, or any individual Order, by providing written notice to Customer. Customer may terminate this Agreement, or any individual Order, by providing written notice to Tripadvisor or by canceling its account via the account settings, with such termination effective at the end of the then-current billing cycle. Tripadvisor may also temporarily suspend Customer’s access to one or more of the Services at any time with immediate effect and without notice if Tripadvisor believes it detects any misuse of the Tripadvisor Site or the Services, if Tripadvisor believes that Customer is in breach of this Agreement, or for any other reason. During any such suspension (which will not constitute termination of this Agreement) Customer will immediately remove all Licensed Content from the Customer Application.

7.3. Effect of Termination.

7.3.1. Upon expiration or termination of these Master Terms or any applicable Order for any reason, Customer will: (i) pay to Tripadvisor, within thirty (30) days after such expiration or termination, all amounts not yet paid for any delivered Services; (ii) destroy, delete and/or return any copies of the Licensed Content to Tripadvisor; (iii) remove all Licensed Content from the Customer Application; and (iv) cease to hold itself out as associated with Tripadvisor. Upon termination of these Master Terms or any applicable Order for any reason, Customer must cease using any other account and may not create an additional account to access Tripadvisor’s content, unless explicitly approved by Tripadvisor in writing.

7.3.2. Upon termination or expiration of this Agreement, the following Sections will survive: 3.3, 4, 5.1, 6.2, 6.3, 6.4, 7.3, 8 and any applicable definitions.

8. General Provisions

8.1. Customer hereby grants Tripadvisor permission to use Customer’s name and logo to publicize the fact that it is a client of Tripadvisor, including but not limited to, in press releases and in other forms of media. Customer will not issue any public announcement regarding the existence or content of this Agreement without Tripadvisor’s prior written approval.

8.2. Tripadvisor may monitor Customer’s use of the Services to exercise its rights under this Agreement, verify compliance with this Agreement and improve Tripadvisor’s and its Affiliates’ services (e.g. bug fixing). Once per calendar year, Tripadvisor may, in its sole discretion, audit Customer’s use of the Services, and Customer shall provide commercially reasonable assistance to Tripadvisor during any such audit. If the audit reveals a breach of this Agreement, then, without limiting Tripadvisor’s other rights and remedies, Customer will promptly reimburse Tripadvisor for the costs associated with such audit.

8.3. This Agreement is governed by, and shall be construed in accordance with, the Laws of the Commonwealth of Massachusetts, USA. Customer waives any claims that may arise under the Laws of other countries or territories. Customer agrees that it will not commence or prosecute any action, suit, proceeding or claim arising out of this Agreement other than in the federal or state courts located in Boston, Massachusetts.

8.4. All notices from Customer to Tripadvisor must be made in writing to Tripadvisor by mail at Attn: General Counsel, Tripadvisor, 400 1st Avenue, Needham, MA 02494, USA, as may be updated by Tripadvisor. Notices from Tripadvisor to Customer may be given via the physical or email address listed by Customer in the Order or as Customer provided during its online sign-up process, as may be updated by Customer. Notice under this Agreement will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail, or (iv) solely in the case of notice given by Tripadvisor to Customer, upon sending an email to Customer.

8.5. No joint venture, partnership, employment, or agency relationship exists between Customer and Tripadvisor. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof and Tripadvisor will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign or otherwise transfer its rights hereunder to any third party unless Tripadvisor expressly consents to such assignment or transfer in writing. Tripadvisor may assign this Agreement.

8.6. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior understandings and/or agreements between the parties with respect to the subject matter hereof. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain valid and enforceable, and the unenforceable provision will be deemed modified to the extent necessary to make it enforceable. Except as provided herein, this Agreement does not give any rights to any third party. This Agreement is binding on and inures to the benefit of the parties' successors and permitted assigns.

8.7. Tripadvisor is not liable for any failure or delay in its performance under this Agreement due to a Force Majeure Event.

8.8. Tripadvisor may amend these Master Terms at any time and in any manner permitted by Law, including by giving Customer notification via email. Tripadvisor may amend the Policies at any time without need to give Customer any notice other than by posting the updated Policies (Customer shall be responsible for regularly checking for updates to the Policies). If Customer does not accept such amendments to the Master Terms or the Policies, Customer should stop using the Services. By continuing to use the Services after the amendment, Customer will be deemed to have accepted such amendments.

8.9. The parties agree that any breach by Customer of the provisions of Sections 3, 5, 6.1, and 7.3.1 of these Master Terms shall cause irreparable harm and shall be the basis for injunctive relief, and shall be deemed to be a material breach of this Agreement by Customer. Customer’s failure to pay Tripadvisor the fees owed when due shall also be deemed to be a material breach of this Agreement.

9. Definitions.

9.1. “Active Property” means a unique property listed on the Tripadvisor Site about which Customer can access and use Licensed Content at a given time, in accordance with the Order.

9.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

9.3. “Agreement” means these Master Terms, the Policies and any applicable Order(s).

9.4. “Agreement Term” means the period starting on the Effective Date and continuing until the last Order is terminated.

9.5. “API” means the application programming interface(s) provided by Tripadvisor to Customer pursuant to this Agreement.

9.6. “API Rate” means the per-Entity rate for the applicable API.

9.7. “Budget” means the total budget indicated on an Order or in Customer’s account settings, which is the maximum fee payable by Customer to Tripadvisor for Calls and Entities during the specified budget time period. Notwithstanding the foregoing, the maximum may be exceeded if Customer changes the Budget in accordance with this Agreement. For the avoidance of doubt, (a) the Budget shall only limit Customer’s fees, not its liability under this Agreement and (b) Tripadvisor may decide, in its sole discretion, whether or not to offer Budget functionality.

9.8. “Caching Policy” means the requirements pertaining to any caching in connection with the Services, located here, as may be updated by Tripadvisor from time to time.

9.9. “Call” means each Customer request to the API. 9.10. “Confidential Information” means any confidential or proprietary information of the other party provided hereunder, including but not limited to, data, information and know-how transmitted to such party whether the disclosing party has identified or marked as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential.

9.11. “Credentials” means the credentials, including the API key, provided by Tripadvisor to Customer in order for Customer to access the API.

9.12. “Customer“ means the entity accessing the Services, as listed during the account signup process.

9.13. “Customer Application” means the website or mobile application owned and operated by Customer that is listed during the account signup process, as may be amended by mutual agreement between the parties.

9.14. “Display Requirements” means the requirements regarding the use and display of TA Materials under this Agreement, including those located here, as may be updated by Tripadvisor from time to time.

9.15. “Effective Date” means the date Customer first places an Order that references these Master Terms. 9.16. “End User” means an end user who uses the Customer Application.

9.17. “Entity” means a “billable entity”, as specified in the [API Pricing Policy], returned by Tripadvisor in response to a Call by Customer. For the avoidance of doubt, as specified in the [API Pricing Policy], there may be multiple Entities for a single Customer Call.

9.18. “Factual Content” means the portion of the Licensed Content consisting of the following, to the extent provided under the Order: (a) property name and address, (b) property phone number and email, (c) category (e.g. Hotel), (d) subcategory (e.g. Lodge), (e) brand / chain, (f) latitude / longitude, (g) open hours, (h) Tripadvisor ID, (i) Tripadvisor location URL, (j) write-a-review URL, and (k) photos URL.

9.19. “Force Majeure Event” means causes beyond the parties’ reasonable control, including without limitation internet disturbance, labor dispute or strike, act of God or public enemy, or act of terrorism.

9.20. “Grounding” means using the applicable Licensed Content via retrieval-augmented-generation as reference inputs for calls to large-language artificial intelligence models, without permanently changing a model’s underlying parameters. For the avoidance of doubt, grounding outputs may not be used for commercial purposes, including but not limited to selling, licensing, or distributing such outputs.

9.21. “Intellectual Property Rights” means (a) copyright, patents, database rights and rights in trade marks, designs, and know-how (whether registered or unregistered); (b) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world; and (c) applications for registration, and the right to apply for registration, for any of the rights described in (a) or (b).

9.22. “Laws” means any law, statute, regulation, rule, ordinance or ruling by a government body including, but not limited to data transfer and privacy laws.

9.23. “Licensed Content” means the content provided to Customer by Tripadvisor via the API, including, without limitation, all text, data, images, materials and other content included therein, and any Updates thereto provided to Customer by Tripadvisor.

9.24. “Linking Policy” means the requirements pertaining to linking, located here, as may be updated by Tripadvisor from time to time.

9.25. “Marks” means Tripadvisor’s trade names, trademarks, service marks, logos or other similar indicia of identity or source that Tripadvisor may furnish to Customer for use under this Agreement.

9.26. “Master Terms” means these Tripadvisor Content Solutions API Master Terms and Conditions.

9.27. “OFAC” means the Office of Foreign Assets Control.

9.28. “Order” means the order placed by Customer on a Tripadvisor Site setting out the terms of the applicable Services, which shall reference these Master Terms in the checkout flow.

9.29. “Order Start Date” means the date on which the applicable Order is placed by Customer.

9.30. “Order Term” means the period starting from the Order Start Date and continuing until such Order is terminated in accordance with the provisions hereof. An Order will not be deemed to have terminated solely because Customer is no longer accessing any API.

9.31. “Policies” means those requirements regarding the implementation and use of the Services, including without limitation API Security, Display Requirements, Caching Policy, Linking Policy, Prohibited Sites Policy, Rate Limits Policy, Review Implementation Policy, and any other applicable Tripadvisor policy or technical documentation provided by Tripadvisor in connection with an Order.

9.32. “Personal Data” means, subject to applicable data privacy standards, any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

9.33. “Prohibited Person” means any person, group, entity, nation or other banned or blocked person named on any list, or update thereto, issued by OFAC pursuant to Executive Order 13224 or the President, including the “Specially Designated National and Blocked Person List”, or similar lists.

9.34. “Prohibited Site” means any site or application which violates the rules located here, as may be updated by Tripadvisor from time to time.

9.35. “Services” means the products and services that are offered or delivered by Tripadvisor to Customer pursuant to an Order, including without limitation the API.

9.36. “TA Materials” means (i) the Licensed Content, (ii) the Marks, (iii) the Policies, (iv) Tripadvisor’s widgets, (v) any other reports, documents, techniques, know-how, specifications, plans, notes, drawings, designs, data, information or other content provided by Tripadvisor to Customer as part of the Services, and (vi) any derivative works of any of the foregoing.

9.37. “Tripadvisor” is the umbrella term used in this Agreement to refer to the Tripadvisor company that Customer has contracted with under the Order(s), which is either (i) Tripadvisor LLC; (ii) Tripadvisor Ltd.; or (iii) Tripadvisor Singapore Pvt Ltd. Tripadvisor LTD will be the Tripadvisor company with which Customer is contracting if Customer’s primary place of business is located in Europe, the Middle East or Africa. Tripadvisor Singapore PVT LTD will be the Tripadvisor company with which Customer is contracting if Customer’s primary place of business is located in Asia or the Pacific Region. Tripadvisor LLC will be the Tripadvisor company with which Customer is contracting if Customer’s primary place of business is not located in any region listed above.

9.38. “Tripadvisor Site“ means www.tripadvisor.com, the Tripadvisor mobile application, and any and all other websites, media, and applications operated by Tripadvisor or its Affiliates (including all corresponding top-level domains and subdomains), including localization instances of the foregoing.

9.39. “Updates” or “Updated” means updates, refreshes, corrections and other modifications.