Recent Terms Update

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‍Released June 7, 2021

Introduction

Sojern’s Terms and Conditions released on June 7, 2021 (“Terms”) covers a broad range of Sojern product offerings, from the commission offering to the programmatic IO offerings. The previous versions of the Terms served the need at the time, but as the industry matured and new technologies became available, the previous versions of the Terms needed a fresh update.

Basic Information

Where can I find and read the new Sojern Terms and Conditions?

You may click-through to the Sojern Terms and Conditions via the link referenced in your Agreement with Sojern.

When will the Terms take effect and apply to the services that Sojern provides me?

June 7, 2021 is the effective date of the Terms.

What action do I need to take in order for the Terms to apply to my services from Sojern?

No action is needed. The Terms automatically apply to your Agreement with your continued use of Sojern’s services starting June 7, 2021.

What is my option if I do not agree with the updated Terms?

You may terminate the Agreement for the applicable Sojern products. Please contact a Sojern representative to further assist.

How can I learn more about the updates to the Terms?

See “Recent Terms Update” below for more details.

Recent Terms Update

Although each section of the Terms are important on their own, the document should be read as a whole.

General Overview
  • In order to let clients move more seamlessly between our product offerings, we have consolidated our terms across our commission offering and our programmatic IO offerings, and included terms related to all channels we offer. The only terms that apply to you are the ones related to the products and channels you have selected.
  • We have added language to help clarify that Sojern does not have complete control over where Ad Content appears throughout the Sojern Network. Sojern does not own the sites on which Ad Content appears, so while we do use the best brand safety tools available, we cannot guarantee full compliance with requests related to editorial adjacency. If violations occur, we will promptly address them, and where you have paid for impressions, we will offer makegoods as a remedy.
  • The Terms   provide greater clarity to your responsibilities when implementing the Sojern Technology on your website, and when working with your partners (e.g. booking engines). When you work with third parties to utilize Sojern Technology, Sojern will not be responsible or liable to you for the relationship between you and the third parties.
  • The Terms provide greater transparency around our collection and use of your data, and our mutual responsibilities for respecting the rights and choices of your end customers.
  • For Commission Customers Only:Due to the impact of COVID on the travel industry, we have revised our policy on amounts payable upon termination of your Agreement. Going forward, if you terminate an Agreement, Sojern will evaluate the cancellation rate you have experienced in the three months prior to termination. We will then apply that rate to the remaining Sojern-Driven Bookings to calculate the lump sum payable at termination. For example, if you have 100 Sojern-Driven Bookings remaining and your three-month cancellation rate is 50%, we will invoice you for 50 Sojern-Driven Bookings upon termination. If you do not have historical cancellation data, we will apply the cancellation rate that is standard in your geographical region (e.g. North America, LATAM, EMEA, APAC) based on our analytics.
Section 1 Definitions

This section was updated to help streamline the language, add new terms, and differentiate between product offerings.

Section 2 Client Account

This section was updated to describe the analytics available within the Client Account.

Section 3 Use of Sojern Technology

This section was updated to describe the use and implementation of Sojern Technology, the Client’s responsibility to secure any necessary authorizations to implement Sojern Technology on designated websites, and Sojern and Client’s cooperation for updates to Sojern Technology.

Section 4 Ad Content

This section was updated to reference newly defined terms.

Section 5 Media Services

This section was updated to provide greater clarity around Sojern as a programmatic advertiser, specifically differentiating Sojern from a web publisher that has direct control over ad placements. Additionally, this section explains the different remedies available to Client based on their campaign type: Commission campaigns and all other Media Services campaigns.

Section 6 SEM Services

This section was updated to provide that an email is an acceptable method to add SEM Services, and Sojern will select the best performing channels for ad placement.

Section 7 Facebook Services

This section was updated to provide that an email is an acceptable method to add Facebook Services, and to remove previously defined terms.

Section 8 Metasearch Services

This section was newly added for the Metasearch Services. This section describes the Metasearch Services, Client’s representation to provide accurate information, and Sojern’s representation to comply with applicable third-party policies, pay media fees, and perform in accordance with industry standards.

Section 9 Bookings Reports and Invoicing for Commission Campaigns

This section was updated to clarify that Sojern’s tracking and reporting of Sojern-Driven Bookings only applies to Commission campaigns.

Section 10 Payment

This section was updated to streamline the language.

Section 11 License Grant; Collection and Use of Client Data

This section was updated to incorporate the former “Privacy Notice” section, describe the permissible purposes for collecting and using Client Data, clarify the license grant by Client for Sojern to use Client Data, and incorporate a Data Processing Addendum (‘DPA”) for EU Clients or Clients requiring adequacy under law for data transfers.

Section 12 Third-Party Designated Websites

This section was newly added to describe when Clients may engage a third-party website and implement Sojern Technology on such websites. This section provides Sojern’s disclaimer as to the use of Sojern Technology on third-party websites, and clarifies the Client is responsible for any business dealings with third-parties engaged by the Client, and specifically disclaims any third-party beneficiary rights.

Section 13 Intellectual Property

This section was updated to permit Sojern to promote Ad Content produced by Sojern in our press releases or websites, provided Client may opt-out at any time.

Section 14 Representations and Warranties

This section was updated to add a new Client representation and warranty when Client works with a third party to implement the Sojern Technology, and to clarify the representations and warranties applicable to agencies and management companies.

Section 15 Indemnification

This section was updated to mitigate third-party claims against Sojern for Client’s engagement of third-party websites in use of Sojern Technology.

Section 16 Disclaimer of Warranties; Limitation of Liability

This section was updated to streamline the language and reference newly defined terms.

Section 17 Modification of Terms and Agreements

This section was updated to permit notice of changes to the Terms through the Client Account, require negotiated changes to be reflected in a counter-signed agreement, and clarify that, except as provided in the Terms, all other changes to the product offerings must be made via the Client Account or amendment (e.g. revised Insertion Order).

Section 18 Term and Termination; Effect of Termination

This section was updated to change the reconciliation rate for Sojern-Driven Bookings to the Client’s three-month trailing rate (or a regional rate).

Section 19 Confidentiality

This section was updated to align with the confidentiality terms of Sojern’s non-disclosure agreement, with no material changes to the parties’ obligations.

Section 20 Assignment

This section was updated to streamline the language.

Section 21 Relationship Between the Parties

This section was not updated.

Section 22 Governing Law

This section was not updated.

Section 23 General Provisions

This section was not updated.[/vc_column_text][/vc_column][vc_column width="1/6"][/vc_column][/vc_row]