TRIPADVISOR WIDGET TERMS OF USE

DESTINATION WIDGET

This TripAdvisor Destination Widget End-User License Agreement ("Agreement") is a legal agreement between you (a single entity) and TripAdvisor LLC. ("TripAdvisor") for use of any TripAdvisor Widget (as defined below). By copying or otherwise using the TripAdvisor Widgets you agree to be bound by the terms of this Agreement. TripAdvisor may modify the terms of the Agreement at any time with or without notice. If you do not agree to the terms of this Agreement, please do not copy or otherwise use the TripAdvisor Widgets.

The "TripAdvisor Widgets" are graphic and text widgets comprised of static elements, such as the TripAdvisor trademarks and the Traveler's Choice award icon, and dynamic elements, which include, but are not limited to, photographs, headlines, reviews and review summaries, active links or other source identifiers, and other property or destination specific information or materials. Each TripAdvisor Widget is licensed as a single unit and its component parts may not be separated for individual use apart from the TripAdvisor Widget.

As a condition of your use of any TripAdvisor Widget, you agree as follows:

1. License

1.1

The TripAdvisor Widget may only be downloaded and displayed on a Qualified Website. A "Qualified Website" means your website must: (i) be an online, personal, noncommercial journal or diary (e.g. a .blog.); or (ii) primarily be related to travel; and (x) offer travel and travel related goods and services, including, but not limited to, hotel or other travel accommodations, airline bookings; and/or (y) be a destination marketing organization (e.g. a Convention and Visitors Bureau).

1.2

TripAdvisor grants you a limited, non-transferable, non-sublicensable, personal, royalty-free, non-exclusive license solely to download and display the TripAdvisor Widgets on your Qualified WebSite for up to fifty (50) distinct properties and/or geographic locations, in total.

1.3

Except as permitted in Section 1.2, you agree not to sell, assign, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the TripAdvisor Widgets or any part thereof, whether by operation of law or otherwise.

1.4

You will not cause, permit or authorize any modification of the TripAdvisor Widgets, which includes separation into component parts or creation of derivative works.

1.5

All right, title, and interest in and to the TripAdvisor Widget, including all intellectual property rights therein, shall remain the exclusive property of TripAdvisor and/or its licensors. You acknowledge and agree that the TripAdvisor Widgets are licensed, not sold.

2. Use of TripAdvisor Widgets

2.1

You may not directly or indirectly change, edit, add to or produce summaries of the TripAdvisor Widgets or any content on the TripAdvisor website.

2.2

You may not alter any links embedded within TripAdvisor Widgets. You must ensure that any links embedded in TripAdvisor Widgets are fully functional.

2.3

TripAdvisor has absolute editorial control over all TripAdvisor Widgets and TripAdvisor content, which TripAdvisor may modify, in whole or in part, at any time without prior notice.

2.4

YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OTHERWISE COMMERCIALIZE THE TRIPADVISOR WIDGETS OR TRIPADVISOR CONTENT IN ANY WAY.

3. Representations and Warranties

3.1

You represent and warrant to TripAdvisor that: (i) you have full power and authority to enter into this Agreement; and (ii) the execution of this Agreement, and performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or violate any rights of any third parties arising therefrom; and (iii) you will comply with all local, state and federal laws, ordinances, regulations and orders with respect to your performance under this Agreement.

3.2

You shall not, and shall not allow or authorize any third party to, use or display a TripAdvisor Widget on any website that, in TripAdvisor.s sole opinion, falls into any one or more of the following categories: sites which display customer reviews (other than TripAdvisor reviews and other travel related content) of travel products and services. Notwithstanding the foregoing, you may display customer reviews and testimonials on your site which you have received from your customers about your property or the destination where you are located (e.g. your city, state, or geographic region)); sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief; sites that promote, encourage or facilitate violence, disruptive behavior, terrorism or illegal activity, including activities that risk national security; sites which are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or which promote or make available otherwise objectionable content; or sites that disparage or in any manner tarnish or diminish the image or reputation of TripAdvisor or its affiliates.

3.3

You shall not, and shall not allow or authorize any third party to, remove, deface, obscure, or alter TripAdvisor.s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the TripAdvisor Widget or any other content, materials and documentation provided hereunder.

4. Trademark

5. No Endorsement

6. Indemnification

7. Disclaimer and Limitation of Liability

7.1

TripAdvisor Widgets are made available by TripAdvisor on an "as is" and "as available" basis and TripAdvisor disclaims all implied warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular use, non-infringement, quality, compatibility, and accuracy regarding any TripAdvisor Widget, the TripAdvisor website and any content thereon.

7.2

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL TRIPADVISOR BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ANY OF THE TRIPADVISOR WIDGETS, THE TRIPADVISOR WEBSITE, AND ANY AND ALL CONTENT ON, OWNED, LICENSED, OR DISPLAYED BY TRIPADVISOR ON THE TRIPADVISOR WEBSITE, OR ANY VIRUS OR OTHER CONTAMINATION OR ANY USE OR UNAVAILABILITY OF THE TRIPADVISOR WIDGETS, TRIPADVISOR WEBSITE OR ANY CONTENT THEREON, EVEN IF TRIPADVISOR AND/OR ITS AFFILIATES AND /OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Termination

8.1

You may terminate this Agreement and the license granted herein at any time by removing all copies of the TripAdvisor Widget from your Site, all hard drives, networks and other storage media.

8.2

TripAdvisor may restrict, suspend or terminate any of the TripAdvisor Widgets, the Agreement, the license granted herein or your access to any TripAdvisor Widget or TripAdvisor website at any time with or without reason. You agree to remove all copies of any TripAdvisor Widget in use upon receiving notice of termination from TripAdvisor.

8.3

Sections 1.5 and 9 will survive any cancellation or termination of this Agreement.

9. General

9.1

In the event you receive any inquiries which relate to TripAdvisor any TripAdvisor Widget, contact us promptly with such enquiries at: widgets@tripadvisor.com.

9.2

This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.

9.3

If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of the Commonwealth of Massachusetts, and the parties’ further consent to exclusive jurisdiction and venue in the federal courts sitting in Suffolk County, Massachusetts. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Any failure or delay by TripAdvisor in exercising its rights under any provisions of this Agreement shall not be construed as a waiver of those rights at any time now or in the future.

Rev date: June 2, 2008