1. How You May Use the Service
1.1 In using the Service, you shall:
(a) comply with all applicable laws;
(b) comply with any written guidelines or instructions we provide for the Service;
(c) efficiently use Service resources, avoiding the generation of transactions or Messages in excess of what is required to utilize the Services;
(d) ensure that any applications that interact with the Services comply with applicable industry standards, including without limitation, then-current Payment Card Industry Data Security Standards. Upon request, you will provide to Travelport proof of compliance with such standards.
1.2 In using the Service, you shall not and will not enable or encourage others to:
- engage in, facilitate, or further unlawful conduct;
- use any automated process or tool to access and/or use the Service (such as a BOT or a spider) without written authorization from Travelport;
- transmit, offer, sell advertise, license, or deliver any defamatory or offensive products, services, or materials;
- violate the rights of any third party (including, without limitation, rights of privacy or proprietary rights);
- damage, disable, overburden, or impair the Service (or any network(s) connected to the Service) or interfere with another Travelport customer's use of the Service;
- generate Segments or other transactions that are speculative, duplicative, fictitious, or made solely for the purpose of earning financial incentives from Travelport or its affiliates or their customers;
- use the Service to perform queries, but then complete bookings via a third party's system;
- obscure or alter the source of communications with the Services; or
- circumvent access controls for the Services.
2. You Are Responsible For Your Service Account.
2.1 Only you may use your Service account and associated credentials. For some parts of the Service, you may be allowed to set up additional member accounts that are dependent on your account (an "Associated Account"). You may authorize one or more third parties to access and/or use the Service on your behalf or to access information related to your Service account only where Travelport provides a mechanism for such access and only when you and/or the third party have signed any documents reasonably requested by Travelport in connection with such authorization. You are responsible for all activity that takes place with your Service account or an Associated Account, including any fees resulting from (i) use of the Service by any third party whom you have authorized to access your Service account; and/or (ii) your use of a third party’s Authorized Application.
If we permit you to authorize a third party to access and/or use the Service on your behalf (e.g., via emulation) and/or to access information related to your Service account, then (1) you waive your right to assert any claim against Travelport related to such third party access, and you release Travelport from any and all liability for loss or damage you may incur, to the extent that that such claim, loss, or damage is based on, arises out of, or is related to such third party’s access and use of your Service account and related information; and (2) you will indemnify and hold the Travelport Parties 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 based on or arising out of such third party’s access and use of your Service account and related information.
2.2 If another Travelport customer authorizes you to access their Service account in connection with your provision of services to such customer, then you will indemnify and hold the Travelport Parties harmless from and against any and all loss, direct and indirect, liability, and expense (including but not limited reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings, or suits based on or arising out of your access and use of their Service account and/or the services you provide. You will be solely responsible for defending any claim, subject to Travelport's right to participate with legal advisers 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.
3. If You Are an Associated Account User.
If you are the user of an Associated Account or if you emulate another’s service account, then the holder of the Service account has full control over your access and use of the Service. This control includes the right to end the Service, close, or alter your Associated Account at any time, and, in some cases, to request and receive Service use information related to your Associated Account. In any event, you may not use a third-party’s credentials to access the Services or their data on Travelport systems without the third-party’s written and informed consent.
4. Additional Payment Terms.
4.1 Charges/Taxes. The charges for the Service, if any, are specified in the Developer Contract (“Charges”). All Charges are exclusive of value added tax ("VAT"), sales tax, or any similar tax or duty (collectively, "Taxes"). You must pay all Taxes payable in relation to the Services, in addition to the amount of the Charges. If any Taxes are assessed and levied by any relevant taxing authority ("the taxing authority") in the country in which the Services are received under a self-accounting mechanism, then you shall account for such Taxes on your VAT/tax return in accordance with the applicable tax legislation in the relevant country. Any claim by the taxing authority for penalties or interest arising out of the late payment of any self-accounted Taxes shall be for your account. If you are required under any applicable law to withhold or deduct any amount from the Charges due to us, then you shall increase the amount you pay to us by the amount necessary to leave us with an amount equal to the amount we would have received if no such withholdings or deductions had been made.
4.2 Payment. In consideration of the Services supplied by Travelport pursuant to the Developer Contract, you will pay Travelport the applicable Charges for the Service within 30 days from the date of our invoice. Interest shall accrue on any Charges that are not paid when due at the rate of 1% per month until paid. All Charges shall be paid via check, wire transfer, or mutually agreed clearing house in the currency specified in the Developer Contract.
4.3 Updates to Your Billing Information. You must keep all billing information for your account current, including your billing address. You must notify Travelport in writing of any changes to the information provided in the Developer Contract.
4.4 Charge Increases. We may change the Charges for the Service from time to time, but we will tell you before we do. If you do not agree to these changes, then you must cancel and stop using the Service before the changes take place. Any cancellation notice must be given to Travelport in writing. If you cancel your Service, then your Service Term ends at the end of your current renewal term or, if we bill your account on a period basis, then your Service Term ends at the end of the period in which you served a notice to cancel.
4.5 Refund Policy. Unless otherwise provided by law or in connection with any particular Service offer, all Charges are non-refundable.
4.6 Invoices; Errors. We will provide you with an invoice for the Charges each month (unless otherwise specified in your Developer Contract). If we make an error on your invoice, we will correct it promptly after you notify us in writing and we complete our investigation of the error. You must notify us within 180 days after an error first appears on your invoice. You release us from all liability and claims of loss resulting from any error that you do not report to us within 180 days after the error first appears on your invoice. If you do not tell us within this time, we will not be required to correct the error.
4.7 Canceling the Service. Unless otherwise provided in your Developer Contract, you may cancel a 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 Charges specified in your Developer Contract. You agree to pay all Charges as specified in the Developer Contract. Cancellation of the Service or termination of the Developer Contract by you will not alter your obligation to pay all Charges for Services provided prior to cancellation or termination.
4.8 Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we invoice you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys' or agents’ fees and other fees, costs or expenses. In addition, we may, with or without notice, suspend or cancel your Service if you fail to pay the invoices for Charges in full and on time.
4.9 Telecommunication Services. You are responsible for procuring and paying for any telecommunication services needed to access or use the Service.
5. Your Materials.
5.1 You may be able to submit information, materials, and/or data in connection with your use of the Service (“Material”). Except for anything that we license to you, we do not claim ownership of your Material. However, by providing your Material, you waive any applicable moral rights and grant to Travelport and its affiliates and distributors a fully-paid, non-exclusive, worldwide right to:
- use, copy, process, distribute, display, publish, display, transcode, and otherwise modify your Material, each in connection with providing the Services; and
- use such Material as embodied in the data resulting from operation of the System.
5.2 We may, at our sole discretion refuse to publish your Material and may remove your Material from the Service at any time with or without written notice to you.
6.1 Any information you provide us in connection with your use of the Service about you and/or your customers will be used and protected in accordance with applicable laws. In particular, we may access or disclose information about you and/or your use of the Service in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Travelport or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Travelport employees, customers, or the public.
6.3 In order to provide you the Service, we may collect certain information about Service performance, and/or your Service use. We may automatically upload this information from your systems.
6.4 Personal information collected through the Service may be stored and processed in the United States or any other country in which Travelport or its Affiliates, or agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country.
6.5 You are responsible for providing your users with adequate notice of your own privacy practices and for obtaining all legally required consent to the extent that personal data is obtained and used with the Services.
7.1 If you receive software from us as part of the Service, your use of that software is under the terms of the grant of rights that is presented to you for acceptance for that software. If there is no such grant presented to you, or unless otherwise stated in the Developer Contract, then we grant you the right to use the software only for the authorized use of the Service as stated in your Service offer. We reserve all other rights to the software.
7.2 We may automatically transmit updates or upgrades to the software to your computer to update, enhance, and further develop the Service without notice to you. You will not employ any mechanisms to disable or hinder such changes.
7.3 Unless we notify you otherwise, your right to use the software will end on the date your Service ends, and you must promptly uninstall the software. We may disable the software after the date the Service ends without notice to you.
7.4 You will not copy, modify, or republish any Travelport software that is part of the Service, unless such software is expressly identified as distributable or marked as “sample” in a SDK (such distributable software, “Distributable Code.”). For any Distributable Code that you distribute, you must:
- require distributors and external end users to agree to terms that protect it at least as much as the Developer Contract; and
- indemnify, defend, and hold harmless Travelport and its affiliates and suppliers and their respective directors and employees from any claims, including attorneys’ fees, related to the distribution or use of such software with your applications.
You may not:
- alter any copyright, trademark, or patent notice in the Distributable Code;
- include Distributable Code in malicious, deceptive, or unlawful applications; or
- modify or distribute the source code of any Distributable Code so that any part of it becomes subject to an Excluded License. An “Excluded License” is one that requires, as a condition of use, modification or distribution, that
- the code be disclosed or distributed in source code form; or
- others have the right to modify it.
7.5 You will not disassemble, decompile, or reverse engineer any software included in the Service, except and only to the extent that applicable law expressly permits this activity.
7.6 The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use.
8. Limitations and Conditions.
8.1 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 user, per application, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling.
8.3 You may not use or introduce any Prohibited Code with respect to the Service. “Prohibited Code” means software code of any kind that (i) has the potential to compromise the confidentiality, integrity and accessibility of Travelport’s, a Travelport customer’s, or a Service user’s data or systems; (ii) without the user’s knowledge and consent, as required by applicable law, collects or shares the user’s personally identifiable information; or (iii) displays advertisements of services that compete with the Services.
9.2 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 the Developer Contract, (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 the Developer Contract, or (v) is or was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party hereunder.
9.3 Upon termination of the Service or the applicable Developer Contract, you will either return or destroy, at Travelport’s option, all Travelport Confidential Information in your possession and will provide certification of such destruction or return upon request.
10. Customer Support.
If your Developer Contract specifies that your Service includes customer support, then you are entitled to support, which may include web-based content, online chat, email, and/or telephone-based support. Where you are entitled to support we will provide support only for the most recent versions of any Service.
11. Materials that Travelport Permits You to Use.
11.1 Content. You may have access to data, images, animations, sounds, music, shapes, video clips, geocodes, and other forms of content ("Content") associated with the Service. If so, subject to any limitations set forth herein, you may use the Content, and display it as part of the services you provide to your customers, but you may not otherwise (i) copy, sell, license, or distribute the Content; or (ii) grant your customers or any other person any rights to the Content.
11.2 Documentation. You may have access to information on the Service such as user guides, knowledge-base articles, datasheets, and FAQs ("Documentation"). You may use the Documentation only for informational purposes internal to your business. You may not copy, distribute, modify, or make derivative works of the Documentation without our consent.
12.1 The grant of the right to use Content and Documentation provided with the Service does not include any rights to the design or layout of the Service or of any Travelport owned, operated, licensed, or controlled application or web site.
12.2 You may not use Content to facilitate the sale of any travel inventory or ancillaries outside of the Services.
12.3 You may not use Travelport’s trademarks in your product names or in a way that suggests your products come from or are endorsed by Travelport.
13. Third-Party Dealings.
13.2 If you obtain anything from a third party (including third-party offered services) through the Service, you understand that your relationship with respect to those things is with the third party directly and not with Travelport. In the event you assert a claim that relates to or implicates your relationship with a third party, you shall only assert such claim against the third party, and you will not assert any such claim against Travelport, even if Travelport assisted in billing for the third-party offering. You are solely responsible for your dealings with any third party, including:
- delivery of and payment for goods and services;
- processing and verifying orders, payments, and other transactions;
- customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.);
- determining, collecting, and remitting to the appropriate taxing authority all taxes (if any) arising from or related to such orders or transactions; and
- the purchase and use by you and your associated accounts of any third-party products and services.
13.3 You represent and warrant that:
- the products and services you advertise, sell, and distribute are legal for sale and distribution and do not violate the Developer Contract;
- you have all licenses necessary to sell, distribute, and advertise the goods and services you offer; and
- all sales and advertisements will comply with applicable law.
13.4 You may not enter into any agreements with any person that would restrict such person’s right to acquire Services from Travelport.
14.1 We reserve the right to include advertising in the results provided to you via the Services, in any user interface we provide for the Services, or in Content served through the Services. You will not intentionally omit or obscure such advertising when providing results or displaying such Content to end users. Travelport will not be obligated to account for or share with you any portion of the revenue generated from such advertising.
14.2 You may be able to place advertisements in or through the Service. We have no obligation to display any part of the advertising content. With respect to any advertising content you provide, you represent and warrant that:
14.2.1 all advertising content is accurate, complete and current;
14.2.2 you have all necessary rights, power and authority to publish the advertising content;
14.2.3 the advertising content, and any web site listed or linked to from the advertising content:
- complies with all applicable laws and regulations, including electronic marketing and anti-spam laws;
- does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party;
- does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and
- does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.
14.2.4 you possess documents substantiating all claims, express and implied, contained within the advertising content.
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.
17. Liability Limitation
17.1 The limitation set out the Developer Contract 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 Segments or other 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.
17.2 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.
18. Changes to the Service; Cancellation of the Service.
We may change the Service and/or delete features at any time and for any reason. We will provide you reasonable advance notice of any such changes. We may cancel or suspend the Service or any component thereof at any time upon reasonable advance notice. Our cancellation or suspension may be without cause. Upon such cancellation, your right to use the affected 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 a Service or a portion of a Service 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 and you will be relieved of any obligation to pay Cancellation Charges and Minimum Charges as they related to the canceled Service. 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 pre-release Services for any final, commercial version. We also may not release a final, commercial version.
19. Effect of Termination.
19.1 If the Developer Contract terminates, all rights granted to you pursuant to the Developer Contract will automatically terminate and you will cease to have any rights to use or access the Service.
19.2 This Section and Sections 4, 6, 7, 8, 9, 16, 17, and 20-27 will survive termination of the Developer Contract or any discontinuation of the offering of the Services, along with any other provisions that would reasonably be deemed to survive such events.
20. Interpreting the Developer Contract.
All parts of the Developer Contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of your Developer Contract as written. If this happens, then you and we authorize the court to replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of the Developer Contract will not change.
You may not assign any of Your rights under this Agreement, whether such assignment is voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner, except with the prior written consent of Travelport. You may not delegate any performance under the Developer Contract. Any purported assignment of rights or delegation of performance in violation of this clause is void.
22. No Third Party Beneficiaries.
Your Developer Contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under the Developer Contract Agreement.
23. Claim Must Be Filed Within One Year.
Any claim related to the Developer Contract or the Service must be brought within a 12-month period beginning on the date when the claim could first be filed. If it is not filed in time, then that claim is permanently barred. This applies to you and your successors and permitted assigns. It also applies to us and our successors and assigns.
24. Your Notices to Us.
Any notices you send to us should be in writing and sent to the Travelport address specified in your Developer Contract and to the address of the Travelport entity stated, to the attention of the Travelport General Counsel.
25. Notices We Send You; Consent Regarding Electronic Information.
25.1 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 Developer Contract;
(b) by e-mail at the e-mail address you specified in your Developer Contract;
(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.
25.2 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.
26. Intellectual Property Rights
You will indemnify and hold the Travelport Parties 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:
(a) based on or arising out of any breach by you of any obligation, representation, or warranty under the Developer Contract; and
(b) brought by any user based on or arising out of their access or use of a Service via an application provided by you.
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.
28. Force Majeure.
Except for payment obligations, neither party shall be deemed to be in default of the Developer Contract to the extent that performance of any obligation is delayed or prevented by an event of force majeure, such as an act of God, terrorism, war, civil disorder, fire, flood, explosion, riot, labor dispute, governmental actions, or any other cause beyond its control.