Please read this Beta API Agreement (the “Agreement”) carefully. Subject to the terms and conditions of this Agreement, Fareportal, Inc. (“Fareportal”) may provide Licensee (as defined below) with use of (including access to) certain API Materials (as defined below).
By clicking the button labeled “Sign Up” or by downloading or using the API Materials, you agree to be bound by and to comply with this Agreement on behalf of yourself, any organization (such as a team) on whose behalf you are accessing or using the API Materials, and each member of any such organization (collectively, the “Licensee”). You represent and warrant that you have the authority to bind Licensee to this Agreement, and that you and each member of any such organization is at least eighteen (18) years of age.
Fareportal may change this Agreement by notifying Licensee of such changes by any reasonable means, including by posting a revised Agreement through the Platform (as defined below). Any such changes will not apply to any dispute between Fareportal and Licensee arising prior to the date on which Fareportal posted the revised Agreement incorporating such changes, or otherwise notified Licensee of such changes. Licensee’s use of the API Materials following any changes to this Agreement will constitute Licensee’s acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed.
In addition to the terms and conditions contained herein, Licensee agrees to comply with all guidelines, rules, policies, terms and conditions that may be posted by Fareportal on the Platform or otherwise communicated by Fareportal to Licensee, or that are applicable to the THack New York 2015 hackathon, and with all applicable third-party terms of agreement.
Please note that Fareportal is making the API Materials available subject to this Agreement solely for the limited beta purposes set forth herein. Fareportal has no obligation to make the API Materials available, including for any commercial or other production purposes. Licensee acknowledges that the Applications may cease to function if Fareportal elects not to make the API Materials available.
- 1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
- 1.1 API means any application programming interface(s) of Fareportal (that may consist of code, instructions and/or other data and information), as may be made available by Fareportal in its discretion, and that are intended to permit an Application to interface with the Platform in accordance with this Agreement.
- 1.2 API Data means any data, content, materials and other information (including accompanying metadata) that at any time is made available by Fareportal to Licensee in connection with the Platform, which may include travel-related content such as Flight Information, Hotel Information, Car Rental Information, and any related descriptive information.
- 1.3 API Key means the unique string identifying each Application and/or Licensee as a user of an API, assigned by Fareportal to Licensee in Fareportal’s discretion, that is intended to enable Licensee to use such API. API Keys may be subject to activation, suspension and/or deactivation by Fareportal to ensure usage consistent with this Agreement and all applicable requirements, and for any other reason in Fareportal’s discretion.
- 1.4 API Materials means any and all of the API(s), API Data, API Key(s), the Specifications and any related materials (including any copies, portions, extracts and derivatives thereof) made available by or on behalf of Fareportal to Licensee pursuant to this Agreement or otherwise in connection with the API(s).
- 1.5 Application means a Licensee software application that incorporates or uses any API Materials.
- 1.6 Car Rental Information means certain car rental rates, car rental availability, car supplier brand features, car type or model, applicable taxes and fees, insurance information and other information related to car rentals, that Fareportal may, in its sole discretion, provide to Licensee via the API.
- 1.7 Hotel Information means certain flight schedules, flight availability, routes flown, origin, destination, price, airline brand features, aircraft type, length of trip, seat types, class of service, applicable taxes and fees and other information related to flights, that Fareportal may, in its sole discretion, provide to Licensee via the API.
- 1.8 Flight Information means certain hotel room rates, hotel availability, hotel descriptions, hotel supplier brand features, hotel inventory details and other information related to hotels, that Fareportal may, in its sole discretion, provide to Licensee via the API.
- 1.9 Platform means the online system for processing and responding to requests from Applications using the API(s).
- 1.10 Request means a communication sent by or on behalf of Licensee to Fareportal requesting specific API Data.
- 1.11 Results means the results comprised of API Data that are displayed on an Application in response to Requests.
- 1.12 Specifications means any specifications and documentation related to any API that Fareportal may make available, and includes any software code (other than the API Key) that Fareportal may make available for the purpose of enabling an Application to use such API (for example, code to be embedded in an Application to facilitate communication through such API).
- 1.13 User means an end user of an Application.
- 1.14 User Data means any data, content, materials and other information collected from or on behalf of Users by or on behalf of Licensee, including any such information that identifies or can be used to identify an individual.
- 2. Limited License to the API Materials.Subject to the terms and conditions of this Agreement, including Section 3 below, Fareportal grants to Licensee a limited, revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable right, solely while this Agreement is in effect, to use the API Materials in the United States solely to develop Applications during and as part of Fareportal’s THack New York 2015 hackathon (such development activities, “Hackathon Development”).
- 3. Restrictions.
- 3.1 General.Licensee may use only those API Materials that are provided hereunder by Fareportal to Licensee. Licensee may not use any API Materials if Licensee is or intends to become a competitor of Fareportal. Licensee may not use any key or means of access to an API other than the applicable API Key provided by Fareportal to Licensee. Licensee may not permit or enable any third party to use any API Materials. Except as otherwise expressly permitted by this Agreement, Licensee will not, and Licensee will not permit or enable any Application or any third party to: (a) use any API Materials for any purpose or in any manner other than expressly permitted in Section 2 above, as restricted by the terms and conditions of this Agreement (including this Section 3); (b) rent, sell, lease, lend, convey, redistribute or otherwise provide any third party with use of any API Materials; (c) modify, alter or create derivative works of any API Materials; (d) decompile, reverse engineer or tamper with the API Materials; (e) falsify or alter any API Key or otherwise obscure or alter the sources of queries coming from an Application; or (f) access legacy or internal application programming interfaces or data feeds that are not available or intended by Fareportal to be available.
- 3.2 Conformance and Noninterference. Licensee will cause each Application and Licensee’s use of the APIs to conform with, and not interfere with, circumvent or render ineffective: (a) the Specifications and any other policies, terms and conditions that govern use of any API; and (b) any restrictions implemented in connection with any API, including any geographically-based restrictions such as geo-blocking or reverse-IP lookup. Licensee will not (and Licensee will not permit or enable any Application or any third party to) interfere with the proper workings of any API Materials or the Platform, or create or distribute any service or application that adversely affects the functionality or performance of any API Materials, the Platform, or any website, product or service of Fareportal or any of its affiliates, licensors, suppliers, business partners or customers.
- 3.3 Access Limits. Licensee will not, and Licensee will not permit or enable any Application or any third party to: (a) use any automated means (e.g., scraping, crawling, spidering or robots) to access or query any Fareportal website, or to access, query or obtain any API Materials from Fareportal, the Platform or otherwise using the API Materials; or (b) except as expressly permitted by the Specifications, archive, store, modify or replace any API Materials received from Fareportal, the Platform or otherwise using the API Materials (including by intermixing or otherwise supplementing such API Materials with data or content from sources other than the API). Licensee will delete any and all API Materials upon request by Fareportal. Licensee will only request such API Data as are necessary for Licensee’s Hackathon Development and that Fareportal has authorized Licensee to request.
- 3.4 Usage Limits. Fareportal may, in its discretion, set and change quotas and other limits on API usage, which may include the number of calls that Licensee may make using an API during a particular period, the minimum required time between any such calls, and/or the maximum file size that may be transmitted to or from the Platform or otherwise using an API. Licensee will not (and Licensee will not permit or enable any Application or any third party to) exceed or circumvent any such quotas or limits, including by aggregating accounts or obtaining multiple API Keys. Without limiting the foregoing, Licensee will not use any API in any manner that exceeds reasonable request volume or constitutes excessive or abusive use.
- 3.6 Security and Harmful Code. Licensee will ensure that each Application contains protections that are adequate to keep secure and prevent the interception of any API Data, and User Data. Licensee will ensure that each Application receives and transmits API Data and User Data with a protocol at least as secure as 128-bit SSL encryption, and in any event with protocols that are at least as secure as those being accepted by the Platform. Licensee will not attempt to circumvent any security measures or technical limitations of any API or the Platform. Licensee will immediately notify Fareportal of any security deficiencies (including any actual or suspected theft, loss or misuse of API Data or User Data, or any actual or suspected vulnerabilities that may result in any such theft, loss or misuse) that Licensee discovers or suspects in connection with any Application, API, API Data or User Data. Licensee will not include (or enable or permit to be included), in or in connection with any Application, any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code, or any software application not expressly and knowingly authorized by each applicable User prior to being downloaded, installed or used.
- 4. Application Development.Notwithstanding anything in this Agreement to the contrary: (a) Licensee may only conduct Hackathon Development against Fareportal’s designated application integration test environment, as made available by Fareportal to Licensee for such purposes, and (b) due to the limited nature of the Hackathon Development, Licensee may not distribute any Application or otherwise make available any Application to any third-party User, use or permit the use of any Application for any commercial purpose, or otherwise request, receive, collect, use, disclose, distribute, transmit or otherwise make available any real User Data or any other “live” data (including any real credit card or other payment information or any other personal or personally identifiable information) through or in connection with any Application.
- 5. Application Restrictions.Without limiting any other provision of this Agreement, including Section 4(b) above, Licensee will comply with the restrictions set forth in this Section 5.
- 5.1 Generally.No Application will (a) contain any content that impersonates any person or entity (including by using any celebrity look-a-likes or sound-a-likes), or falsely states or misrepresents any affiliation with any person or entity; (b) contain any content that could be considered deceptive, misleading, false, fraudulent, scandalous, indecent, obscene, sexually explicit, defamatory, libelous, threatening, harassing, hateful, degrading, intimidating, graphically violent or otherwise unlawful, tortious or objectionable, or that could otherwise harm the goodwill or reputation of Fareportal, or disparage or bring Fareportal into disrepute; (c) depict, encourage, promote or induce conduct that could violate any law or give rise to criminal or civil liability, or that could be considered violent, discriminatory or otherwise inappropriate; or (d) contain any content that is protected by copyright, trademark, trade secret, right of publicity or other proprietary right, without the express prior written consent of the owner of such right.
- 5.2 Retrieval of API Data.Each Application will obtain through the API all relevant API Data in response to a User’s query for travel information, and will update such information regularly and as otherwise directed by Fareportal. If Licensee is notified by Fareportal, including through the API or otherwise, that Licensee is no longer permitted to use all or any subset of any API Data, then Licensee will ensure that such API Data is promptly removed from each Application.
- 5.3 Display of API Data.Each Application will display the API Data in the area of such Application that displays core results (“Core Results”) in an integrated display where the order of displayed information is determined on the basis of price criteria that are independent of company identity and that are consistently applied to all companies. The order in which the Results are displayed will not be determined based on any incentive payments, commissions, fees or other consideration received or receivable by or on behalf of Licensee. Notwithstanding the foregoing, the parties agree that the following are examples of activities that would not violate this Section 5.3: (a) displaying Results in an order that is in response to a User’s request to display Results in such specific manner, or in response to a User’s configuration of personal preferences for such display in the Application; (b) displaying for a fee, as part of a Result, advertisement copy or materials in addition to the API Data contained in Licensee’s Core Result display format (e.g., addition of a line which states “No Saturday stay required” or “More leg room”); and (c) displaying “sponsored” Results at the top of or at another highlighted or enhanced location in the Results and/or enhancing the display of a Core Result for a fee, provided that such results are labeled to indicate that they are sponsored Results.
- 5.4 Prohibited Uses.Licensee will not use, or knowingly or negligently permit or facilitate the use of, any Application or any API Data (a) for the purposes of booking tickets for commercial purposes (including for resale purposes); or (b) to perform non-manual, repetitive search requests.
- 6. Monitoring.Licensee will provide Fareportal with any information or materials that Fareportal requests to verify Licensee’s compliance with this Agreement and the Specifications, including a copy of each Application and one or more test accounts that will enable Fareportal to use each Application in its entirety free of charge. Licensee acknowledges and agrees that Fareportal may (but is not obligated to) monitor the API Materials and Licensee’s use thereof for any purpose, including to ensure quality and to verify compliance with this Agreement. Licensee will not interfere with such monitoring or otherwise obscure from Fareportal any activity in connection with the API Materials, and Fareportal may use any technical means to overcome such interference.
- 7. Reporting.In order to facilitate reporting, Licensee will cause all API calls made by an Application to include Licensee’s API Key.
- 8. Responsibility for Development, Service and Support.As between Licensee and Fareportal, Licensee is solely responsible for all aspects of each Application (including all Hackathon Development), and all related costs, expenses, losses and liabilities, and Fareportal will not be required to provide any technical or other support services to Licensee or any User
- 9.Compliance With Laws.Licensee will comply with all applicable laws, regulations and policies, including any such laws, regulations and policies, including without limitation those of the U.S. Department of Transportation (DOT), related to the API Materials or User Data, the display of API Data, or the development or use of each Application.
- 10.Confidential Information.Licensee’s use of the API Materials or Licensee’s Hackathon Development may involve access to confidential, proprietary or trade secret information or materials of Fareportal (and its affiliates, licensors, suppliers, service providers, business partners or customers) (“Confidential Information”). For the avoidance of doubt, and without limitation, all API Materials constitute Confidential Information. Licensee will: (a) hold the Confidential Information in trust and confidence; (b) use the Confidential Information only as expressly permitted in this Agreement (and not for the benefit of any third party), and not in any manner or for any purpose other than as expressly permitted in this Agreement; (c) not reproduce Confidential Information except as necessary to fulfill Licensee’s obligations hereunder; and (d) not make available to any third party, directly or indirectly, any Confidential Information without Fareportal’s express prior written consent. Licensee will use reasonable administrative, technical and physical safeguards that meet or exceed industry best practices, requirements mandated by applicable law and other requirements provided by Fareportal from time to time to protect Confidential Information against unauthorized access or disclosure, and unauthorized, unlawful or accidental loss, destruction, acquisition or damage. Licensee will be solely responsible and liable for all use and disclosure of Confidential Information by or through Licensee, Users or any Application.
Upon any expiration or termination of this Agreement, Licensee will immediately delete all copies of Confidential Information in Licensee’s possession, custody or control. Licensee acknowledges and agrees that Licensee’s breach or threatened breach of this Section 10 may cause Fareportal irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. Licensee therefore agrees that, in the event of such breach or threatened breach, Fareportal will be entitled to injunctive relief from any court of competent jurisdiction enjoining any threatened or actual breach of this Section 10 and for any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.
- 11.Ownership.All right, title and interest (including all intellectual property rights) in and to all API Materials, the Platform and all other Confidential Information are the sole property of and reserved to Fareportal and/or its licensors or suppliers, as applicable, and no right, title or interest therein are transferred to Licensee as a result of Licensee’s use thereof or this Agreement. Licensee will not contest or assist others in contesting the validity of any such rights. All rights not expressly set forth herein are reserved by Fareportal and/or its licensors or suppliers, as applicable, and no implied rights or licenses are granted to Licensee pursuant to this Agreement. Licensee acknowledges and agrees that it receives no rights, licenses or interests in or to any patents, patent applications, trademarks, trade names or service marks of Fareportal or its affiliates, licensors, suppliers or other third parties pursuant to this Agreement.
Licensee hereby irrevocably assigns and agrees to irrevocably assign, without charge, all intellectual property rights relating to oral and written comments and suggestions provided by Licensee relating to the API Materials or Platform (“Feedback”). At Fareportal’s expense, Licensee will take all actions deemed necessary by Fareportal in order for Fareportal to record, perfect and maintain its rights in and to all Feedback. Without limiting the foregoing, Fareportal will have an unlimited, worldwide, royalty-free right to use and modify all Feedback.
Subject to the foregoing provisions of this Section 11, Licensee retains all rights, title and interest that it may have in and to any other intellectual property rights embodied in or associated with any Application. The parties do not intend to merge their respective intellectual property into inseparable or interdependent parts of a unitary whole, and no joint works are to be created or shall be deemed to have been created hereunder.
- 12.Changes.Fareportal reserves the right to change API Materials (including by eliminating or restricting access to all or certain subsets of API Data) and/or the Platform at any time, for any or no reason, and Fareportal bears no responsibility or liability for such changes. Fareportal reserves the right to release subsequent versions of an API and to require Licensee to use the most recent version thereof, and Licensee agrees that it is Licensee’s responsibility to ensure, at Licensee’s own cost, that Licensee’s use of any API Materials is compatible with Fareportal’s then-current requirements.
- 13.Term; Suspension/Termination. his Agreement will remain effective until November 16th, 2015, unless earlier terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, Fareportal reserves the right, in its discretion, to suspend (temporarily or permanently) use of the API Materials and/or Platform or cease making available the API Materials and/or Platform (whether by or to Licensee, any Application or any User), in whole or in part, at any time and for any reason. Fareportal bears no responsibility or liability for any such termination or suspension. Upon any such expiration, termination or suspension, all licenses that Licensee may have with respect to all (or, in the event of a suspension, all applicable) API Materials will immediately terminate, and Licensee will immediately cease accessing and using such API Materials and delete any such API Materials in Licensee’s possession or control. Sections which by their nature should survive, will survive, to the extent applicable, any expiration or termination of this Agreement.
- 14.Disclaimers. All API Materials and the Platform are provided “As Is” and without warranties of any kind, whether express or implied. To the fullest extent permitted by law, Fareportal and its affiliates and its and their licensors, suppliers, service providers, business partners and customers (collectively, but excluding licensee, the “Fareportal Entities”) disclaim all warranties, whether express, implied or statutory, including any implied warranties of title, non-infringement, accuracy, merchantability or fitness for a particular purpose, and any warranties that may arise from course of dealing, course of performance or usage of trade. The Fareportal entities do not warrant that use of any API Materials or the Platform, will be uninterrupted, error-free or secure, or that defects will be corrected. Licensee acknowledges that Licensee is responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment, materials and third-party licenses and consents needed to use each application and the API Materials and Platform, and for all charges related thereto. Licensee’s use of any Applications, API Materials and the Platform is entirely at Licensee’s own risk.
- 15.Limitation of Liability. Neither the Fareportal Entities nor any of their directors, officers, employees, consultants, agents or other representatives will be responsible or liable for any indirect, incidental, consequential, special, exemplary or punitive damages (including damages for loss of business, loss of data or lost profits), under any contract, negligence, indemnity, strict liability or other theory arising out of or relating in any way to the API Materials, Platform or this Agreement, or for damages arising from any termination or suspension of this Agreement or of Licensee’s use of the API Materials or Platform. Licensee’s sole remedy for dissatisfaction with any API Materials or the Platform is to stop using the API Materials or Platform, as applicable. The sole and exclusive maximum liability of the Fareportal Entities for any damages, losses and causes of action, whether in contract, tort (including negligence), indemnity or otherwise, in connection with the API Materials, Platform or this Agreement, will be limited to the total amounts paid by Licensee, if any, to use the API Materials, or ten dollars ($10), whichever is greater.
- 16.Indemnification. Licensee agrees to indemnify, defend and hold the Fareportal Entities and their directors, officers, employees, consultants, agents and other representatives harmless from and against any claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim, action or proceeding (“Claims”) relating to: (a) Licensee’s use of or other activities in connection with the API Materials, Platform or User Data; (b) each Application, its use and any searches, transactions or other activities conducted through it or User Data transmitted through it; (c) the operation of Licensee’s business in connection with the API Materials, Platform or User Data; (d) any suspension or termination of an Application’s use of the API Materials or Platform (including any such suspension or termination caused by Fareportal); (e) any breach by Licensee of any representations, warranties, covenants or obligations under this Agreement; or (f) any claim that an Application (including any component thereof), or Fareportal’s exercise of its rights under this Agreement, infringes, misappropriates or violates any third-party intellectual property or proprietary rights. At Fareportal’s election, Licensee will assume control of the defense and settlement of any Claim that is subject to indemnification by Licensee pursuant to this Section 16 (provided that Fareportal may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and provided that Licensee will not settle any such Claim without Fareportal’s express prior written consent).
- 17.Governing Law; Jurisdiction. This Agreement is governed by and will be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law. Licensee agrees to exclusive jurisdiction of the federal and state courts located in New York County, New York State, U.S.A., and waives any jurisdictional, venue or inconvenient forum objections to such courts.
- 17.Miscellaneous. Unless the context requires otherwise, as used in this Agreement, the term “including” means “including without limitation” and the term “include(s)” means “include(s) without limitation.” Licensee acknowledges and agrees that this Agreement will not be deemed to create an exclusive relationship between Fareportal and Licensee, and that Fareportal and/or its affiliates may develop or be developing products or services that may compete with any Application or any other product or service, and that Fareportal and/or its affiliates may enter into agreements, arrangements and relationships similar to the relationship contemplated by, or relating to products or services contemplated by, this Agreement. Licensee will not assign, transfer or sublicense any or all of Licensee’s rights or obligations under this Agreement without Fareportal’s express prior written consent. Fareportal may assign, transfer or sublicense any or all of its rights or obligations under this Agreement without restriction. Any notices permitted or required to be given hereunder by Fareportal to Licensee may be given by posting on the Platform, or by e-mail or postal mail to any address provided by Licensee to Fareportal, or by any other reasonable means. Any notices permitted or required to be given hereunder by Licensee to Fareportal will be given by nationally-recognized U.S. overnight courier service delivered to Fareportal, Inc., 135 West 50th St., Ste. 500, New York, NY 10020 Attn: Legal Department. This Agreement constitutes the entire agreement between Licensee and Fareportal relating to the subject matter herein, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between Licensee and Fareportal relating to such subject matter. Except as expressly provided herein, nothing in this Agreement will be deemed to confer any third-party rights or benefits.