Expedia ViewfinderTM Image LIBRARY terms and conditions
, which also govern your use of the Library and this website.
What This Agreement Does
The Expedia Viewfinder Image Library (the “Library
”) contains pictures of travel destinations and additional travel related content (collectively “Content
”). By embedding HTML code available by clicking certain links in the Library (the “Code
”), many pictures within the Library can be displayed on a third-party website and operate as links to an Expedia website (the “Images
”). This agreement (the “Agreement
”) contains the terms and conditions that govern the display of the Images and the reproduction of the Code. In this Agreement, “you,” “your” and “yours” means the Licensee, and “we,” “us,” “our” and “ours” means Expedia.
Who is Automatically Ineligible
If you are an Ineligible Party (defined below), you may not display the Images or reproduce the Code in any way. An “Ineligible Party
” is any travel agency (e.g., Travelocity, Orbitz, Priceline, or Carlson Wagonlit), travel supplier (e.g., airline, hotel company, car rental supplier or cruiseline), or other travel provider (e.g., GDS, meta travel search engine (e.g. Kayak or Sidestep)), or any successor, employee, agent or corporate affiliate (i.e., any person or entity that, directly or indirectly, controls, is controlled by or is under common control with any Ineligible Party) of any of the foregoing. If you have any questions about whether you are or are not an Ineligible Party, please contact us at firstname.lastname@example.org BEFORE you accept this Agreement.
The determination of whether you are an Ineligible Party is in Expedia’s sole discretion. Expedia reserves the right to initiate legal proceedings against such persons towards fraudulent display of Images or reproducing Code from the Library and any other unlawful act(s) or omissions in breach of these terms and conditions. In addition, you specifically agree to cease the display of any Images or reproduction of the Code immediately if you become an Ineligible Party at a later date.
Your Limited Right to Display the Images
Subject to the requirements and restrictions in this Agreement, Expedia grants to Licensee a revocable, nonexclusive, nontransferable, nonsublicensable right to display the Images by embedding the Code in your website(s) (“Licensee Sites
”). Expedia may revoke this license at any time for any reason. All title, ownership and intellectual property rights in the Images, Content and the Code shall remain exclusively with Expedia or its affiliates as the case may be and you or your representatives shall not claim copyright or any other intellectual property rights by virtue of issuance of licence in your favour by Expedia in this Agreement.
Requirements For the Display of Images
You must ensure that the Licensee Site(s) on which you display the Images: (a) is in compliance with all applicable laws and regulations; (b) contains distinct and legitimate content, substance and material, not simply a list of links or advertisements; and serves a purpose substantially or completely separate and distinct from merely being designed to earn money solely from advertisers; and (c) does not incentivize (e.g., awarding users cash, points, prizes, and/or contest or sweepstake entries) users to click on links. Upon request from Expedia, Licensee will promptly remove any Image or Code that Expedia finds to be objectionable in its sole discretion.
Restrictions on Your Right to Display the Images
Without Expedia’s prior written consent, you may not: (a) circumvent, disable, or otherwise interfere with any features of the Library, including features that prevent or restrict use or duplication of any Content, or features that otherwise enforce limitations on use of the Library or the Content; (b) edit, modify, or alter any Content in any way; (c) display Images in any way other than by embedding the Code on the Licensee Site (e.g., by copying and displaying any images in a picture file format); (d) download, copy, or otherwise extract any Content from the Library (e.g., saved on a hard drive, server, or cloud account); (e) sell access to the Library or the Content; (f) display Images or embed Code on any website that disparages Expedia, is inappropriate for general and family viewing, or is otherwise objectionable (e.g., sexually explicit, defamatory, harassing, or contains obscene materials, materials advocating violence or hatred, or any material the display of which may be unlawful in any state); (g) mislead or misrepresent to consumers as to the origin, affiliation or nature of Licensee Site(s), products or services; (h) use any predatory advertising methods, including any method that creates or overlays predatory links or banners on websites, spawns browser windows, or any method invented to generate traffic from a website without that website owner’s knowledge, permission, and participation; (i) violate the restrictions in any robot exclusion headers on the Library or any other website operated by Expedia, or bypass, circumvent, or avoid any measure employed to prevent or limit access to such website or portions of websites, including the content and information thereon; or (j) take any action that Expedia deems to impose or is likely to impose an unreasonable or disproportionately large load on the technology or infrastructure of the Library or any other websites operated by Expedia (including without limitation, using scraping/caching or crawler type requests on Expedia’s servers).
Representations and Warranties by You
You represent and warrant to us that: (a) you are currently, and that throughout the term of this Agreement you will continue to be, in compliance with all applicable laws and regulations; (b) you are not an Ineligible Party; (c) this Agreement has been duly and validly executed by you by virtue of your display of the Images and/or reproduction of the Code and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and (d) the execution, delivery, and performance by you of this Agreement are within your legal capacity and power.
You agree to indemnify, defend, and hold harmless Expedia and any person or entity that, directly or indirectly, controls, is controlled by or is under common control with Expedia (“Corporate Affiliates”), and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals’ fees) that arise out of or are related to (i) the Licensee Site(s), including any content served on the Licensee Site(s), (ii) Licensee’s use of the Library, Images, or Code, and (iii) Licensee’s breach of any term of the Agreement. This defense and indemnification obligation will survive this Agreement.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE LIBRARY OR ANY SERVICE, PRODUCT OR OTHER ITEMS OFFERED THROUGH THE LIBRARY, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY OR FUNCTIONALITY OF IMAGES, CODE OR OTHER CONTENT, THE ACCURACY OF ANY INFORMATION, DATA, OR METADATA ASSOCIATED WITH THE IMAGES, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED BY US. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE OPERATION OF THE LIBRARY WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. EXPEDIA MAKES NO WARRANTY THAT THE LIBRARY, CONTENT OR CODE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR LICENSEE’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Each Party acknowledges that the other Party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties.
Transfer/Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Expedia without restriction.
Termination. Notwithstanding any of these terms and conditions, Expedia reserves the right, without notice in its sole discretion, to terminate display of Images from or access to the Expedia Viewfinder Image Library by you and/or block your use of the same. Upon termination, you must destroy and cease to use all materials obtained from the Expedia Viewfinder Image Library, Images, Code and related documentation thereof with immediate effect.
Remedy. You agree that any breach of this Agreement by you or your representatives would cause irreparable harm, injury, loss and damage to Expedia, the extent of which would be impossible to ascertain and for which monetary damages would not be an adequate remedy, Expedia shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by you or your representatives.
Waiver. No action of Expedia, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Expedia of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. Any rights not expressly granted herein are reserved.
Modifications. Expedia reserves the right to change any terms and conditions contained in this Agreement or any policy or guideline in relation to display of Images by you, at any time and in its sole discretion. Your continued display of Images or reproducing Code from the Expedia Viewfinder Image Library following the posting of such changes will constitute your acceptance of such changes.
Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Each party will at all times be deemed to be an independent contractor of the other, and nothing in this Agreement will be deemed or construed to create any partnership, joint venture, employment, agency or similar relationship.
This Agreement, including any agreements incorporated herein, is the complete Agreement between you and Expedia and supersedes any prior oral or written agreement concerning the Library between Expedia and you.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF DISPLAYING THE IMAGES AND EMBEDDING THE CODE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.