Last Updated: October 2013
1. What the Contract Covers.
2. Rights to Use APIs.
(a) use any of the APIs to access and use the Services specified in your Service Order on a revocable, non-exclusive, non-assignable, non-transferable basis; and
(b) develop or host the web site(s) (intended to be viewed through a general-purpose web browser) and/or personal computer and/or mobile device application(s) that are listed in the Service Order and that are designed to access and use the Services only via the APIs (an "Authorized Application").
2.2 For each Authorized Application, you will need to obtain an application identifier or other credentials ("Credentials") from us in order for an Authorized Application to access and use the Services. After you have agreed to the terms of this contract, and supplied all required information, we will provide you with Credentials. All information you provide to us as part of the Credentials provisioning process must be accurate. You are solely and entirely responsible for all uses of the Services occurring under your Credentials. Before providing access to the Services, we may require you to permit us to perform testing of the Authorized Application, as we deem appropriate, to ensure that the Authorized Application will not adversely affect the System.
2.3 We reserve the right, in our sole discretion, to refuse to provide access to the Services for any web site or application.
2.4 In addition, any end user of the Authorized Application ("End Users") that is a travel agency must execute a Travelport subscriber agreement or a Service Agreement in order to access a Travelport System via the Authorized Application.
3. How You May Use the APIs.
3.1 In using the APIs and developing or hosting Authorized Applications, you shall:
(a) comply with any design guidelines or other rules for the APIs that we provide;
(b) design and operate Authorized Applications so as to minimize usage of the computing resources of the System, and promptly remedy any situation resulting in an unusually high number of Transactions being sent to or received by the System;
(c) provide a privacy statement for each Authorized Application that accurately informs End Users how data related to their use of the Authorized Application will be used; and
(d) ensure that your Authorized Applications comply with then-current Payment Card Industry Data Security Standards to the extent that cardholder data is transmitted, stored, or processed. Upon request, you will provide to Travelport a copy of your current Attestation of Compliance (or equivalent documentation) in regard to such standards.
3.2 Before the retirement of an API version, Travelport will provide 90 days advance notice. You will upgrade to a currently supported version in advance of an API retirement. If you do not do so, you acknowledge that applications using the retired API version are unlikely to function.
4. How You May Not Use the APIs.
4.1 In connection with an Authorized Application, and in using the APIs, you shall not:
(a) use the APIs except through an Authorized Application;
(b) take any action on behalf of an End User (as defined below) unless the End User has expressly granted you permission to take that action;
(d) mislead any End User;
(e) permit any other person to utilize your Credentials;
(f) use more than one Credentials in connection with a single Authorized Application; or
(g) falsify or alter an Credentials or any unique referral identifier in, or assigned to, an Authorized Application, or otherwise obscure or alter the source of queries coming from an Authorized Application; or
(h) claim or imply any sponsorship or endorsement of your Authorized Application by Travelport.
5. Limitations and Conditions.
5.1 We may, in our sole discretion, limit: (i) the rate at which the Services, or any subset of them, may be called, (ii) the amount of storage, if any, made available through the Services, (iii) the size of data packets that may be uploaded to, or served from, the Services, and/or (iv) the duration of any session of use of the Services (all of the foregoing being forms of "Throttling") as necessary in order to preserve the proper functioning of our Systems. We may perform this Throttling globally across all Services, across individual Services, per End User, per Authorized Application, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling. We reserve the right to require you to provide to us each quarter a rolling 120-day forecast of your anticipated transaction volumes and any other relevant data we may reasonably request. We reserve the right to charge you for Excessive Transactions on the System (i.e., that number of transactions that exceed the maximum allowable limit specified in the Service Order).
5.3 You will clearly identify within your Authorized Application those features that make use of the Services, either by using an icon or trademark licensed for such use by Travelport in the SDK License Agreement and/or by using text that reflects the incorporation of the Services into the Authorized Application (such as, “Powered by Travelport”).
5.4 You may not use an End User’s credentials to access the Services or their data on Travelport Systems without the End User’s written and informed consent.
5.5 Your Authorized Application may not contain any Prohibited Code. “Prohibited Code” means software code of any kind that (i) is potentially harmful to or could compromise an End User’s system, software, data, security, or privacy; (ii) without the End User’s express knowledge and written consent, interferes with the operation of applications; (iii) launches or causes other similar code or applications similar to the foregoing to launch; (iv) is obscured or resistant to removal; (v) without the End User’s express knowledge and written consent, removes or disables security, anti-spyware, or anti-virus technology; (vi) without the user’s express knowledge and written consent, displays advertisements, unless they are promoting an alternative version of the software (e.g., an update or upsell); or (vii) without the End User’s express knowledge and written consent, collects, or shares personal information, changes file associations, adds browser toolbars, or changes browser settings such as the End User’s favorites, default home page, or search provider.
You are responsible for providing End Users with adequate notice of your own privacy practices. Your Authorized Application may not access the End User’s data without the End User’s express knowledge and written consent. At the time you retrieve information from an End User in connection with your use of the Service, you will obtain informed and written consent from the End User concerning how you will use their data, and with whom it will be shared. Where an Authorized Application seeks permission from an End User to use their data in connection with their use of the Services, you must permit End Users to revoke such permission at any time and clearly indicate the steps required to do so.
7. Fees for the APIs.
8. API Software Development Kit.
We may provide you a software development kit (“SDK”) to assist you in integrating certain functionality of the Services made available through the APIs into your Authorized Applications. By installing, accessing, or otherwise using the SDK, you accept the terms of the SDK License Agreement which is available here.
We will provide support only for the most recent versions of our APIs and only if your Service Order specifies that you are entitled to support. You shall pay to us any Charges for such support services as identified in the Service Order.
You will indemnify and hold Travelport and its Affiliates and our respective customers, advertisers, resellers, distributors, and suppliers, and their respective directors, employees, and agents (“Travelport Parties”) harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees and disbursements) suffered or incurred by reason of any claims, proceedings, or suits brought by an End-User based on or arising out of their access or use of a Service via an Authorized Application. You will be solely responsible for defending any claim, subject to Travelport's right to participate with legal counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the Travelport Parties without Travelport's prior written consent.
11. Telecommunication Services.
You are responsible for procuring and paying for any telecommunication services needed to access the Service.
We may temporarily suspend the Service to perform necessary repairs, maintenance, or improvements of the System or the Service. We will provide reasonable advance notice of any such suspension where it is practicable under the circumstances; and we will use commercially reasonable efforts to promptly restore the Service. We exclude all our liability of any kind relating to any problems of whatever nature which have been caused by the suspension of the Service.
13.1 Each party agrees that neither it nor its employees, officers, subcontractors, representatives, suppliers, or directors will disclose, convey, or in any other manner make available any Confidential Information to any third party, except to its consultants, outside accountants, or legal counsel who are bound by obligations of confidentiality no less stringent than those set forth in this clause. Each party shall use at least the same level of care that such party uses to protect its own proprietary information of a similar nature, but in no event shall said party use less than reasonable care in protecting the Confidential Information. “Confidential Information” means information and materials which are technical and/or business in nature (which may include, among other things, marketing materials; processes; financial data; analyses; forecasts; past, present or prospective customers or employees; documents; business practices; business plans; product plans; proposals, and the like) that a party or its Affiliates (the “Disclosing Party”) has made, or expects to make, available to the other party or its Affiliates (the “Receiving Party”).
13.2 Confidential Information may be written, oral, visual, or in any other media or format. Confidential Information does not include any information (i) which is, at the time of disclosure, part of the public domain, (ii) which has become part of the public domain through no breach by the Receiving Party of this clause, (iii) which was lawfully disclosed to the Receiving Party by a third party without restriction on such disclosure, (iv) which is independently developed by the Receiving Party without breach of this clause, or (v) is or was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party hereunder.
We provide the Service "as-is," "with all faults" and "as available." Unless otherwise expressly stated in writing, Travelport makes no representation or warranty regarding the accuracy, reliability or timeliness of information available via the Service. We and our Affiliates, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. We exclude any implied warranties, including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement.
16. Liability Limitation
16.1 You can recover from Travelport Parties only direct damages up to an amount equal to the aggregate amount actually paid to us for use of our APIs during the three month period preceding the date the claim of action arose. Neither party may recover from the other consequential damages, lost profits, or special, indirect, incidental, or punitive damages.
16.2 The limitation set out above applies to anything related to:
(a) the Service,
(b) content (including code) on third party Internet sites, third party programs, or third party conduct,
(c) viruses or other disabling features that affect your access to or use of the Service,
(d) incompatibility between the Service and other services, software, and hardware,
(e) delays or failures you may have in initiating, conducting, or completing any transmissions, or Transactions in connection with the Service in an accurate or timely manner, and
(f) claims for breach of contract, breach of warranty, guarantee, or condition, strict liability, negligence, or other tort.
16.3 It also applies even if:
(a) this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
(b) Travelport knew or should have known about the possibility of the damages.
17. Changes to the Service; Cancellation of the Service.
A. We may change the Service and/or delete features at any time and for any reason. We may cancel or suspend your Service at any time upon not less than 30 days notice. Our cancellation or suspension may be without cause. Upon Service cancellation, your right to use the Service stops right away. Our cancellation of the Service will not alter your obligation to pay all charges made to your billing account prior to such cancellation. If we cancel the Service in its entirety without cause, then we will refund to you on a pro-rata basis the amount of payments that you have made corresponding to the portion of your Service remaining right before the cancellation. Any Services designated pre-release Services (such as through use of the terms "Trial" or "Beta") may not work the way a final version of the Services will. We may change the Services for any final, commercial version. We also may not release a final, commercial version.
B. Canceling the Service. Unless otherwise provided in your Service Order, you may cancel the Service at any time, with or without cause, subject to giving Travelport not less than 30 days prior written notice and to payment of any Minimum Fees and/or Cancellation Charges specified in your Service Order. You agree to pay all Cancellation Charges and/or Minimum Fees as specified in the Service Order. Cancellation of the Service by you will not alter your obligation to pay all charges for Services provided prior to cancellation.
18. Interpreting the Contract.
20. No Third Party Beneficiaries.
Our Agreement is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
21. Claim Must Be Filed Within One Year.
22. Your Notices to Us.
Any notices you send to us should be in writing and sent to the Travelport address specified in your Service Order and to the address of the Travelport entity specified in section 24, to the attention of the General Counsel.
23. Notices We Send You; Consent Regarding Electronic Information.
23.1 If we need to send you information, then we may send you such information in electronic form. We may provide information to you:
(a) by mail at the address you specified in your Service Order;
(b) by e-mail at the e-mail address you specified in your Service Order;
(c) by access to a Travelport web site that will be designated in an e-mail notice sent to you at the time the information is available; or
(d) by access to a Travelport web site that will be generally designated in advance for this purpose.
23.2 Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail; and notices provided by mail will be deemed received on the earlier of the date of actual receipt or three days after the date of posting. As long as you access and use the Service, you must have the necessary software and hardware to receive electronic notices.
24. Choice of Law and Location for Resolving Disputes.
a. North America Region. If you live or your business is headquartered in Canada or the United States, then Georgia state law governs the interpretation of our Agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or if you live outside the United States, the laws of the country to which we direct your Service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Fulton County, Georgia, USA for all disputes arising out of or relating to our Agreement.
b. Rest of World. If you live or your business is headquartered in any country other than Canada or the United States, then the laws of England govern the interpretation of this Service Agreement and apply to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country to which we direct your Service. For all disputes arising out of or relating to this Service Agreement, you and we irrevocably agree to the exclusive jurisdiction and venue of: (i) the English courts situated in London, if you live or your business is headquartered in Europe, the Middle East, or Africa; and (ii) the state courts of New South Wales situated in Sydney, Australia, if you live or your business is headquartered in the Asia-Pacific region.
25. Intellectual Property Rights
Except for the licenses expressly granted to you under this or any other agreement, Travelport and its suppliers retain all right, title, and interest in and to the Services, the APIs (if applicable), any software and/or documentation provided, and all intellectual property rights therein.
Except as expressly provided, this Agreement does not grant you any rights in any Travelport logo, trademark, or service mark, and you will not use any logo, trademark, or service mark of Travelport for any purpose without the prior written approval of Travelport.
26.2 We will indemnify and hold you harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings, or suits alleging that the Service infringes on any U.S. patent, copyright, trademark, or other intellectual property right of a third party. We will be solely responsible for defending any such claim, subject to your right to participate with counsel you select, and we will not agree to any settlement that imposes any obligation or liability on you without your prior written consent. If we determine that your use of the Service may be enjoined, then we may elect to obtain the right for you to continue to use the Service or modify the Service so that it is not infringing, or, if neither of those options is commercially reasonable, then we may cancel the Service. We will not indemnify you if the alleged infringement is the result of your using the Service in a manner that is not authorized.
27. Force Majeure.