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 email@example.com BEFORE you accept this Agreement.
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. No ownership or copyright in any Code, Image, or other Content or intellectual property shall pass to Licensee by the issuance of the license contained 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.
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.
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.
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
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.
If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect.
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.