Expedia Group™ Partner Central Terms, Conditions, and Notices
PARTNER CENTRAL AGREEMENT BETWEEN YOU AND EXPEDIA GROUP
Expedia Cruises Franchisees and Independent Contractors
Welcome to Partner Central. The Partner Central platform includes various tools and services to enter, upload or request changes to customers bookings of travel or other information that is associated with your commercial interactions with Expedia Group regarding an Expedia Cruise franchise (“Franchise”) or your Franchise’s products and/or services.
Partner Central is offered to you by Expedia Group conditioned upon your acceptance without modification of all the terms, conditions, and notices set forth below (collectively, the "Partner Central Agreement"). By accessing or using any of the tools or services accessible through Partner Central in any manner, you agree to be bound by the Partner Central Agreement. Please read the Partner Central Agreement carefully.
If you do not accept all of these terms and conditions, you are not authorized to use Partner Central. Be sure to return to this page periodically to review the most current version of the Partner Central Agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Partner Central Agreement without prior notice, and your continued access or use of Partner Central signifies your acceptance of the updated or modified Partner Central Agreement.
The term “you” refers to the Franchise, the Franchise’s owners, employees, and independent contractors, and, if applicable, any entity managing the Franchise on behalf of or acting as agent for the Franchise’s owner. The terms “us”, “we”, and “our” refer to Expedia Group. Your relationship with Expedia Group is subject to your agreement (the “Franchise Agreement”) entered into between you and CruiseShipCenters International Inc. and/or CruiseShipCenters USA, Inc. (collectively, “CSC”).
USE OF PARTNER CENTRAL
As a condition of your use of Partner Central, you warrant that (i) you are at least 18 years of age; (ii) you possess the legal authority to bind the Franchise to the terms of this Partner Central Agreement and you hereby create a binding legal obligation; (iii) you will use Partner Central in accordance with this Partner Central Agreement only to the extent necessary for Franchise to fulfill its obligations under its Franchise Agreement (as defined below); (iv) you have the legal authority to act on behalf of the Franchise with respect to any actions taken on Partner Central; and (v) all information supplied by you on Partner Central is true, accurate, current and complete. Access to Partner Central is determined by your login and password credentials and your login will determine what areas and features of Partner Central are available for your use. You are solely responsible for maintaining the confidentiality of all passwords, for preventing unauthorized access to Partner Central through misuse of your passwords, for not using anyone else's account at any time to access Partner Central, for notifying Expedia Group immediately if you detect any unauthorized use of your account, 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 Partner Central. We retain the right at our sole discretion to deny access to anyone to Partner Central and the services we offer, at any time and for any reason, including, but not limited to, for violation of this Partner Central Agreement.
PARTNER CENTRAL ACCOUNT, PASSWORD AND SECURITY
Upon receipt by CSC of an Expedia Cruises Registration Form and confirmation that your billing account has been setup, Expedia Group will create your Partner Central account. The Registration Form you submit must include true, accurate, current and complete information about yourself. Your continued payment of the fees though your billing account is required to maintain your access to Partner Central. Your failure to pay the required fees may result in termination of your access to Partner Central. You agree that Expedia Group, in its sole discretion, may suspend and/or terminate your access to Partner Central for any reason. In the event that the Franchise agreement or independent contractor agreement you entered into with CSC, an affiliate of CSC or a Franchise is not renewed or is terminated, Expedia Group will immediately terminate your access to Partner Central. You agree that any termination of your access to Partner Central may be effected without prior notice, and acknowledge and agree that Expedia Group may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or Partner Central. Further, you agree that Expedia Group shall not be liable to you or any third-party for any termination of your access to Partner Central. Expedia Group reserves the right to adjust the cost of the fees in its sole discretion. Expedia Group will provide notice to you prior to making any fee adjustments.
You will receive a user name and password upon creation of your Partner Central account by Expedia Group. You are responsible for maintaining the confidentiality of the passwords and are fully responsible for all activities that occur under the username and password. You agree to (a) immediately notify Expedia Group of any unauthorized use of the user name or password or any other breach of security, and (b) ensure that you logout of Partner Central at the end of each session. You will keep the password to access your Partner Central account in a secure place under reasonable access and use restrictions designed to prevent access to Partner Central by unauthorized persons, such restrictions to be no less than those applicable to Expedia Group’s own trade secrets or confidential information.
STORAGE SPACE AND OTHER LIMITATIONS
You agree that Expedia Group may establish limits concerning use of Partner Central, including without limitation the maximum number of days that email messages will be retained, the maximum number of email messages that may be sent from or received by an account, the maximum size of an email message that may be sent from or received by an account or the maximum disk space that will be allotted on Expedia Group servers on your behalf. You acknowledge that Expeida Group reserves the right to log off accounts that are inactive for an extended period of time. Expedia Group makes no warranty that your access to Partner Central will be uninterrupted, timely, secure or error-free. Expedia Group shall have no obligation to maintain any content or forward any unread or unsent messages to you or any third party.
EMAIL ACCOUNT, PASSWORD AND SECURITY
Your email account under this agreement (@expediacruises.com) will be assigned to you by Expedia Group. You understand and agree that the account is provided "AS-IS" and that Expedia Group assumes no responsibility for the timeliness, deletion, non-delivery or failure to store any user communications or personalization settings. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under the email address and password. You agree to (a) immediately notify Expedia Group of any unauthorized access to your email account or any other breach of security, and (b) ensure that you sign out of the account at the end of each session. You will keep the password to access your email account in a secure place under reasonable access and use restrictions designed to prevent access to your email account by unauthorized persons, such restrictions to be no less than those applicable to Expedia Group’s own trade secrets or confidential information. You acknowledge that you are not permitted to setup automatic forwarding from your Expedia Group email account to an external email domain account at any time and that the ability to do so has been restricted by Expedia Group..
From time to time, we may make other features and services available through Partner Central. Such features and services may be subject to additional terms and conditions of use.
The content and information in Partner Central, 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 Partner Central. Additionally, you agree not to: (i) access, monitor or copy any content or information in Partner Central 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 Partner Central or bypass or circumvent other measures employed to prevent or limit access to Partner Central; (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 Partner Central for any purpose without our express written permission; or (v) "frame", "mirror" or otherwise incorporate any part of Partner Central into any other website without our prior written authorization.
PARTNER CENTRAL AGREEMENT BETWEEN YOU AND EXPEDIA GROUP
We appreciate hearing from you. Please be aware that by submitting suggestions, comments or other feedback related to Partner Central or any software or content made available through Partner Central (collectively, "Submissions"), you hereby assign to Expedia Group all your worldwide right, title and interest in and to all Submissions, even if you have designated such Submissions as confidential. You agree to promptly provide assistance as may, in Expedia Group's opinion, be necessary to document, perfect and maintain Expedia Group’s rights in the Submissions. Further, you shall ensure that the Submissions shall not infringe any right of any third party. If you do not agree to these terms and conditions, please do not provide us with any Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED IN OR VIA PARTNER CENTRAL MAY INCLUDE INACCURACIES OR ERRORS. IN PARTICULAR, EXPEDIA GROUP DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION PROVIDED ON OR VIA PARTNER CENTRAL. EXPEDIA GROUP MAY MAKE IMPROVEMENTS AND/OR CHANGES ON PARTNER CENTRAL AT ANY TIME EXPEDIA GROUP MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON PARTNER CENTRAL FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON PARTNER CENTRAL DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY EXPEDIA GROUP. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXPEDIA GROUP DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT PARTNER CENTRAL, ITS SERVERS OR ANY EMAIL SENT FROM EXPEDIA GROUP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXPEDIA GROUP 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 GROUP 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 PARTNER CENTRAL OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE PARTNER CENTRAL (INCLUDING, BUT NOT LIMITED TO, ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH PARTNER CENTRAL; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF PARTNER CENTRAL) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF EXPEDIA GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If, despite the limitation above, Expedia Group 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 Group will in no event exceed, in the aggregate, the greater of (a) the fees (if any) you paid to Expedia Group for access to Partner Central, or (b) One-Hundred Dollars (US$100.00).
The limitation of liability reflects the allocation of risk between the parties, and Expedia Group would be unwilling to make Partner Central 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 Group.
You agree to defend and indemnify Expedia Group and the Expedia Group 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 Partner Central Agreement or the documents referenced herein;
(ii) your violation of any law or the rights of a third party; or
(iii) your use of Partner Central.
LINKS TO THIRD-PARTY SITES
Partner Central may contain hyperlinks to websites operated by parties other than Expedia Group. 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 Partner Central 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 PARTNER CENTRAL
Any software (including any improvements made as a result of any Suggestions or otherwise) that is made available to download from Partner Central ("Software") is the copyrighted work of Expedia, Inc. 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 Partner Central 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 Partner Central 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 Partner Central, is owned by Expedia Group 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.
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 Partner Central. Use of Partner Central 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 Group as a result of this Partner Central Agreement or use of Partner Central.
Our performance of this Partner Central Agreement is subject to existing laws and legal process, and nothing contained in this Partner Central Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of Partner Central or information provided to or gathered by us with respect to such use.
If any part of this Partner Central 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 Partner Central Agreement at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.
This Partner Central Agreement (and any other terms and conditions referenced herein) constitutes the entire Partner Central Agreement between you and Expedia Group with respect to Partner Central and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you/Franchise and Expedia Group with respect to Partner Central. With respect to any other written contracts that you or Franchise may have with Expedia Group, the terms of those contracts remain unchanged. A printed version of this Partner Central Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Partner Central 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 August 7, 2020
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