API ACCESS TERMS AND CONDITIONS
1. Introduction
1.1 These API access terms and conditions as updated by us from time to time (Terms) contain the complete terms and conditions for your access to our API. As used in these Terms, Partner, "you" or "yours" means you, being the company seeking to access the API and Expedia, "we", "ours" or "us" means Expedia, Inc.
1.2 These Terms govern the relationship between Partner and Expedia in relation to your access to and use of our API and Travel Content (each as defined herein). You are deemed to have accepted these Terms by (a) agreeing to and accepting them when prompted on our Registration Page; or (b) accessing and continuing to access our API, including after a change to these Terms. Registration Page shall mean the page which we make available to you and via which you register to consume our API in line with these Terms.
1.3 We may modify these Terms at any time upon providing you with at least 30 days’ notice using the email address that you have inputted into the Registration Page. If you do not agree to any such modifications, you shall provide notice to us in accordance with clause 4.1 of your wish to terminate these Terms using the email address we provide to you at the time of registration within 30 days of your receipt of such notification. Your continued use of our API following the effective date of any modification to these Terms shall constitute your binding acceptance thereof.
2. Access to the API and Travel Content.
2.1 Use of our API. We will provide you with access to our API which allows you to access and display Travel Content on your consumer-facing platforms in accordance with specifications, launch requirements and instructions provided by us from time to time (Specifications) and these Terms (our API). You agree that you shall:
a) only access and use our API in accordance with the Specifications and for the sole purpose of procuring a booking on the Expedia website(s);
b) not, and shall ensure that a third party does not, modify anything in our API (including any rates) or alter our API in any way, including by copying, adapting, reverse engineering, decompiling or disassembling it;
c) not use our API to calculate the rates made available by any third-party providers of hotel reservations or information or compare the standalone rate under these Terms or any information regarding or relating to the standalone rate to any such third-party providers;
d) not share or redistribute our API to any third party for any reason whatsoever; and
e) where you incorporate our API into your artificial intelligence model, ensure that you use it solely to drive traffic to the Expedia websites in accordance with these Terms. Under no circumstances shall you share, use or incorporate our API or any other data (including confidential and personal data) received from us in connection with this Agreement into any other artificial intelligence model, including for the avoidance of doubt, any machine learning models of any type, than the one you use to drive traffic to the Expedia websites, including but not limited to any foundational or general-purpose AI models.
2.2 API Interface. You will be responsible for any integration or acceptance of our API (and all associated costs) in accordance with the Specifications. We may on reasonable notice and at your own cost take such steps as may be required to integrate any modifications to our API or to upgrade to a new version of our API. We reserve the right to remove access to our API in the event that you do not comply with rules, regulations or policies for use of our API as determined by us from time to time, are identified with inactive API access, are non-responsive to correspondence, corrections or requests regarding our API, or any other acts or omissions that, in our sole discretions, may pose threats to our security and/or intellectual property.
2.3 Travel Content. You are solely responsible for any display of the Travel Content to end users via your platforms and shall ensure at all times that such display of the Travel Content complies with all applicable laws and regulations. You shall not amend or translate the Travel Content or display it anywhere other than on your customer-facing platform. You agree that you shall promptly cease using any Travel Content upon our request. Travel Content means information, trademarks, logos, data, artwork, photographs, text, video, audio, media files and images, and all other content relating to services and promotions including price, rate and availability information, product descriptions and cancellation policies, as provided by us to you in the API.
2.4 Administrator Site. You acknowledge and agree that we may, in our sole discretion, choose to enhance our relationship with you in ways which may require you to enroll in a program administered by Performance Horizon Group Limited (Administrator Program) and sign up to the administrator’s terms and conditions.
3. Intellectual Property.
3.1 Grant of License. We hereby grant you a limited, non-exclusive, nontransferable, revocable, royalty-free, worldwide license to: (i) use our API, the Travel Content and Specifications, as applicable; (ii) train, retrain and improve your AI model; and (iii) use, distribute reproduce and display the Travel Content on your consumer-facing platforms for the purpose of procuring a booking on Expedia’s websites.
3.2 Subject to the foregoing, you acknowledge and agree that: (i) you shall not sell, license or otherwise disclose the Travel Content to any third party without our prior explicit written consent; (ii) except where Expedia’s and its group members’ trade names, trademarks, service marks, logos or other similar indicia of identity or source (collectively, Marks) are included in our API or Travel Content, you shall not use, display or reference any Marks without our express written consent; (iii) all rights not expressly granted herein are reserved by Expedia; and (iv) all right, title and interest in and to any specifications (including the Specifications), designs or other information supplied by us to you, including any modifications thereto, whether made by us or you, shall remain the property of Expedia.
4. Term and Termination.
4.1 Term. These Terms shall become effective upon the date of Partner’s acceptance in line with clause 1.2 hereof and shall continue until terminated as set out herein. You may terminate this Agreement at any time upon 30 days’ notice to us. We may suspend your access to our API at any time for any reason and without notice to you, and we may terminate these Terms immediately at any time, for any reason, with or without cause, upon written notice to you.
4.2 Effect of Termination. Upon termination of these Terms for any reason, including, for the avoidance of doubt, where you have notified us under clause 1.3 that you with to terminate these Terms, you shall destroy or delete from all of your systems and/or devices any and all originals, copies, reproductions, adaptations, extracts and/or summaries of the Travel Content and, at our option, certify destruction or deletion of the same and no longer access our API. Notwithstanding the foregoing, you may retain copies of such Travel Content as may be necessary to comply with applicable laws.
4.3 Survival. Clauses 2, 3, 5 and 6 will survive any suspension of the API or expiration or termination of these Terms.
5. Warranties, Limitations of Liability and Indemnity.
5.1 Warranties. Neither party makes any warranties or representations, except as expressly provided herein. You represent and warrant that (i) you have the right and authority to enter into these Terms and comply with and perform your obligations hereunder; (ii) you shall at all times comply with applicable laws when performing your obligations hereunder including, for the avoidance of doubt, the AI Act (Regulation (EU) 2024/1689) and any equivalent country-specific legislation; and (iii) you have not entered into any other terms inconsistent with your obligations hereunder.
5.2 Disclaimer. THE SPECIFICATIONS, API, AND TRAVEL CONTENT ARE PROVIDED "AS IS" AND WHERE AVAILABLE, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SAME. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, OBLIGATIONS AND LIABILITIES ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SPECIFICATIONS, OUR API FEED, AND THE TRAVEL CONTENT, INCLUDING WITHOUT LIMITATION ANY (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; OR (C) IMPLIED WARRANTY OF NONINFRINGEMENT.
5.3 No Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OR LOSS OF DATA, REVENUE, PROFIT, OR SAVINGS OF ANY PARTY, INCLUDING THIRD PARTIES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.4 Limitation of Liability. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING IN CONTRACT, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS (US$500,000). NOTWITHSTANING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT EITHER PARTYS LIABILTY FOR (I) ANYTHING WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW; OR (II) ANY CLAIM FOR INDEMNIFICATION ARISING UNDER CLAUSE 5.5 OF THESE TERMS.
5.5 Indemnification. You shall indemnify and keep indemnified us and each of our group members against all losses, liabilities, damages, fines, costs and expenses of any kind (including legal and other professional expenses) incurred by us or our group members in full and on demand whether arising in tort (including negligence), in contract, breach of statutory duty or otherwise that result from any claim made by a third party:
i. arising from or connected to any breach by you of these Terms, (including, without limitation, clause 2 (Access to the API and Travel Content), clause 3 (Intellectual Property); and clause 6 (Confidentiality and Privacy)) or applicable law; and/or
ii. that (a) any part of your platform, services or content infringes or misappropriates the intellectual property rights of a third party; or (b) any part of your artificial intelligence model infringes or misappropriates the intellectual property rights or other proprietary rights of any third party.
6. Confidentiality and Privacy.
6.1 Each party will comply with the data protection requirements (the Requirements) as amended form time to time that apply to it as set out in the C2C Agreement located at: https://legal.expediagroup.com/privacy/privacy-contract-terms/partner-data-processing-agreements/affiliates. The Requirements are incorporated into these Terms by reference, and a material breach of the Requirements shall be a material breach of these Terms. Any notice from you to Expedia under this clause shall be deemed effective if an email is sent to the email we provide to you at the time of registration with a copy to the Expedia privacy mailbox, the address for which shall be provided by us from time to time and which is as of the effective date of these Terms: ERSSOC@expediagroup.com,
6.2 For the purpose of this clause, Confidential Information means any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise, relating to the business, finances, affairs, tools, products, services, personnel, customers, suppliers (including precincts, future and potential personnel, customers and suppliers), prices, commissions, rates, vendors, processes, or methods of one party or its group members, which is disclosed to or otherwise obtained by the other party in connection with these Terms.
6.3 Each party shall keep the other's Confidential Information confidential and shall not disclose such Confidential Information (in whole or in part) to any third party except to its representatives, sub-contractors, professional advisors and its group members and their representatives, who have a need to know the same in connection with these Terms provided that it shall procure that such persons comply with these obligations as to confidentiality.
6.4 Information shall not be considered Confidential Information, to the extent that the receiving party can demonstrate it:
a) is in the public domain (other than as a result of a breach of these Terms or any other obligations of confidentiality);
b) is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto;
c) is approved for disclosure in writing by the disclosing party; or
d) was developed independently of and without reference to Confidential Information disclosed by the disclosing party.
6.5 If a party is required to disclose Confidential Information under applicable law, by court order or by any regulatory or governmental body of competent jurisdiction, such party may disclose such Confidential Information (being the minimum portion to comply with the extent and purpose required), but shall inform the other of any such disclosure required under this paragraph insofar as is reasonable and lawful in the circumstances (if any), and take reasonable efforts to obtain assurances that such Confidential Information shall be treated confidentially by the receiving party per this paragraph.
6.6 Notwithstanding anything to the contrary herein, we may use data and information we gather, receive, generate, create, compile or process in connection with your use of our API pursuant to these Terms for incorporating into our Platform and for the furtherance of our business. If such data and/or information is shared with third parties, it shall be anonymized such that your information is not easily identifiable (unless otherwise agreed between the parties). Our Platform means the technology platform and warehouses where we or our group members store and use data including but not limited to financial reporting, analytics, data science, training, management, the development of internal and/or commercial products and services and/or other business uses (in each case as determined by us from time to time).
7. General.
7.1 Dispute Resolution/Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Washington, without regard to any conflict of laws, rules or principles that may require the application of any other law or where these Terms or any amendment to it is actually executed. We and you each irrevocably agree that the courts of the State of Washington shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
7.2 Assignment. These Terms may not be assigned, novated, or transferred by either party without the prior written consent of the other party (such consent not to be unreasonably withheld), except that we may assign them without your consent to: any of our group members, or any purchaser of all or substantially all of our assets or to any successor by way of merger, consolidation or similar transaction. Any purported assignment in violation of this clause will be null and void.
7.3 Non-waiver. No waiver of any term, condition or obligation of these Terms will be valid unless made in writing and signed by the party to which such performance is due. No failure or delay by any party at any time to enforce any of the obligations of these Terms (i) constitute waiver of such obligations (ii) preclude such party from requiring performance by the other party at any later time, or (iii) be deemed to be a waiver of any other subsequent obligation.
7.4 Severability. These Terms will be enforced to the fullest extent permitted by applicable law. If any provision of these Terms is held to be invalid or unenforceable, then such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision.
7.5 Entire Agreement. These Terms constitute the entire and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous oral or written agreements and understandings. In the event of any conflict between these Terms and any other terms or documentation, these Terms shall prevail.
7.6 Notice. Notice hereunder will be deemed given if in English, in writing and delivered to an accepted e-mail address provided by a party If notice is sent by e-mail before 4.30pm, it shall be deemed received on that day provided that no non-delivery message is received. In any other case, it shall be deemed received on the next business day after the day on which it was sent.
If to us: to the email address we provide as stipulated in clause 1.3.
If to you: to the email address you provided on the Registration Page.