Connectivity API License Agreement

updated February, 2019

These terms and conditions represent the Connectivity API License Agreement (“Agreement”) made and entered into by you (“Company”, or “You”) and Expedia Lodging Partner Services Sàrl, Rue du Lac 12 1207 Geneva, Switzerland (“Expedia”). Your acceptance of these terms and conditions represents your agreement to and acceptance of the terms contained herein.

1. License Grant. Subject to your compliance with all terms and conditions set forth in this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to use the APIs solely for your internal business purposes to develop, test, maintain and operate an electronic interface (“Your Connection”) that will communicate and interoperate with the interface made available by Expedia to Expedia and lodging suppliers that Expedia has approved in writing (“Properties”) facilitate the exchange of rates, availability, and other property-related information between Expedia and such Properties. You: (a) acknowledge that this Agreement does not contain a license or right to access or use the data or content made available through the APIs, and (b) represent and warrant that you are accessing and using all such data and content pursuant to, and in compliance with, the terms of your agreement with the applicable Property. We reserve all rights that are not expressly granted.

2. Use Restrictions. Except as expressly authorized under this Agreement, you may not: (a) without our written consent (i) copy, modify, or create derivative works of the APIs, in whole or in part, or (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the APIs; (b) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the APIs, in whole or in part; (b) remove any proprietary notices from the APIs or the content or data obtained therefrom; (d) use the APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (f) combine or integrate the APIs with any software, technology, services, or materials not authorized by Expedia. In addition, you will not use the APIs in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

3. Your Connection.

(a) Connection Requirements. Prior to Your Connection going live, and at all times during the Term, you must comply with the API connection requirements and specifications provided to you by Expedia. If we provide you with user credentials, a security key, or other information for you to access the APIs (an “API Key”), you may not share your API Key with any third party and must keep your API Key and all log-in information secure and must use the API Key as your sole means of accessing the APIs. You are solely responsible for any losses associated with the loss or misuse of your API Key. We may revoke your API Key at any time.
(b) Provision of Your Connection. You are solely responsible, at your cost and expense, for the development, operation, and maintenance of Your Connection. You and Your Connection will comply with all terms and conditions of this Agreement, your agreement with Expedia’s authorized provider, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that we may make available to you from time to time. You agree to monitor the use of Your Connection for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Connection and their use of the APIs, if any.
(c) Access and Availability. You will make Your Connection available on terms and conditions (including as to pricing and availability) that are at least as favorable as the terms and conditions on which you offer connectivity to the services of other travel booking services providers. You will provide Your Connection at service levels equal to or better than the service levels at which you provide connectivity services for access to the services of other travel booking services providers with respect to availability, response time, and latency. Without limiting the foregoing, you will use best efforts to ensure that Your Connection is available 24 hours per day, 7 days per week.
(d) Customer Support. You are solely responsible for providing customer and technical support to your end users.

4. API Support; Updates. This Agreement does not entitle you to any support for the APIs. You acknowledge that we may update or modify the APIs (or add APIs) from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version(s) within the time period set by Expedia. Updates may adversely affect how Your Connection communicates with the APIs. You must make any changes to Your Connection that are required for integration as a result of such Update at your sole cost and expense.

5. No Fees. No license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement.

6. Content.

(a) Accuracy. Except as authorized in writing by Expedia, You will not edit, modify, copy, or store any Content (defined below) that you access via the APIs. At all times during the term, you will ensure that the accuracy and completeness of any and all Content provided to you by a Property or that you receive from Expedia retains the level of accuracy that such Content had when received by you from Expedia or the applicable Property. If any Content as presented through Your Connection is inaccurate or incomplete, then you will correct the inaccuracy or incompleteness as soon as reasonably practicable. “Content” means any and all content, data and information that you provide to or receive from Expedia under this Agreement, including without limitation, rates, availability, lodging descriptions, and customer Personal Data and Payment Information.
(b) Use. You will not use Content you access via the APIs for any purpose other than to perform your obligations under this Agreement.

7. Your Privacy and Data Security Obligations. You are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Connection.

(a) Definitions. The following terms are used in this Section 7:
“Data Security Breach” means: (A) the loss or misuse (by any means) of Personal Data, including, without limitation any unauthorized access or disclosure to unauthorized individuals; (B) the inadvertent, unauthorized and/or unlawful processing, corruption, modification, transfer, sale or rental of Personal Data; or (C) any other act or omission that compromises the security, confidentiality, or integrity of Personal Data. Data Security Breach includes, without limitation, a breach resulting from or arising out of your internal use, processing or other transmission of Personal Data, whether between or among your subsidiaries and affiliates or any other person or entity acting on your behalf.
“Personal Data” means any information that relates to an individual, including an employee, customer, end-user or any other individual, including, without limitation: (A) first and last name; (B) home or other physical address; (C) telephone number; (D) email address; (E) identification number, location data, or online identifier associated with an individual; (F) Payment Information; or (H) any other information relating to an individual, including cookie information and usage and traffic data or profiles, that is combined with any of the foregoing.
(b) Roles and responsibilities. The Parties acknowledge that You operate solely as service provider of the Property and not of Expedia. As between Expedia and You, You are responsible for complying with all applicable data protection laws and obligations as they relate to Your storage, use and safeguarding of all Personal Data contemplated by this Agreement. For the purpose of data protection obligations, you recognize and acknowledge that to the extent you process personal information relating to this Agreement, You do so at the direction of the Property and not at the direction of Expedia.
(c) Use of Personal Data. Unless You receive consent directly from the customer, You will not engage and You will not cause any of your affiliates to, directly or indirectly, engage in any solicited or unsolicited marketing, promotional, or similar communications, with any customer that has booked a room through Expedia System.
(d) PCI DSS. If you process, store, transmit or otherwise have access to any payment information (including, without limitation, credit and debit card numbers and other financial information) (“Payment Information”) you represent and warrant that you are presently in compliance and will remain in compliance with the current Payment Card Information Data Security Standard (“PCI DSS”). You will provide Expedia with a copy of your PCI DSS Attestation of Compliance annually at the time of filing or upon request.
(e) Data Security. You will establish and maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality and integrity of Confidential Information and Personal Data in your possession. Without limiting the foregoing, (i) you will ensure that all Content is encrypted in transit using industry standard encryption, and (ii) you will not store any Content on your systems without Expedia’s prior written consent. Each Party shall have in place and will maintain, or will establish and maintain, adequate security procedures and controls to prevent the unintended disclosure of, and the unauthorized access to or misappropriation of, any Personal Data.
(f) Data Security Breaches. In case of any kind of data security incident, data breach, or violation of data protection laws, regulations or other requirements regarding data, You shall, in your role as service provider to the Property, promptly notify such Property and work expeditiously with the Property to address all obligations, legal and otherwise, related to such incident, breach or violation.

1. Confidentiality.

(a) Confidential Information. You may gain access to or become familiar with Confidential Information in connection with this Agreement. “Confidential Information” means any non-public, confidential, proprietary or trade secret information in any form that is designated as “confidential” or that a reasonable person knows or reasonably should understand to be confidential. The Confidential Information of Expedia includes the Content. Confidential Information does not include information of a disclosing party that (i) becomes publicly available without the receiving party’s breach of any obligation owed to the disclosing party, (ii) became known to receiving party prior to disclosing party’s disclosure of such information, (iii) became known to receiving party from a source other than disclosing party where such source did not breach an obligation of confidentiality owed to disclosing party, or (iv) is independently developed by the receiving party.
(b) Use and Disclosure of Confidential Information. You may not use Confidential Information for any purpose other than to perform your obligations under this Agreement. Except as provided in this Agreement, you will not disclose Confidential Information to anyone without Expedia’s prior written consent. You will restrict the possession, knowledge, and use of Confidential Information to each of its employees, representatives, and subcontractors who (a) has a need to know the Confidential Information and (b) is legally obligated to protect the Confidential Information to the same or greater degree as required under this Agreement. You may disclose Confidential Information as required to comply with orders of governmental entities with jurisdiction over it, if you: (a) give Expedia prior written notice sufficient to allow Expedia to seek a protective order or other remedy; (b) disclose only such information as is required by the governmental entity; and (c) use commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
(c) Notice of Unauthorized Use. Without limiting your obligations under Section 7, you will notify Expedia immediately upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with Expedia in every reasonable way to help Expedia regain possession of such Confidential Information and prevent further unauthorized use and disclosure.

9. Intellectual Property Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the APIs, the Expedia Marks, and the Confidential Information of Expedia, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Connection(s) and your Confidential Information. You will use commercially reasonable efforts to safeguard the APIs and Expedia Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the APIs and Expedia Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

10. Expedia Marks. Subject to your compliance with all terms and conditions set forth in this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to display Expedia Marks solely in order to identify Expedia as a channel to which you provide access or as otherwise authorized in writing by Expedia. Without limiting the foregoing, Your use of the Expedia Marks must comply with the Expedia Trademark Guidelines as provided to you from time to time. “Expedia Marks” means Expedia’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the APIs pursuant to this Agreement. You must correct or cease use of the Expedia Marks within forty-eight hours of notice from us. You will not register, adopt, or use any name or other designation that includes all or part of any Expedia Mark, or any term that is confusingly similar to an Expedia Mark, or a translation or transliteration of an Expedia Mark. You may use the Expedia Marks only: (i) in the form provided by Expedia; (ii) for purposes as set forth above; and (iii) in accordance with the terms of this Agreement. You may not use any of the Expedia Marks in connection with the transmission or distribution of unsolicited commercial email, in any manner that would violate local law or custom or conflict with Expedia policies, or in any way that disparages or devalues Expedia’s reputation or goodwill.

11. Disclaimer of Warranties. THE API AND EXPEDIA MARKS ARE PROVIDED “AS IS” AND EXPEDIA SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXPEDIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXPEDIA MAKES NO WARRANTY OF ANY KIND THAT THE APIS WILL OPERATE WITHOUT INTERRUPTION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

12. Indemnification. You will indemnify, defend, and hold harmless Expedia and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, arising from or relating to (a) your misuse of the APIs or Expedia Marks; (b) your breach of this Agreement; and (c) Your Connection, including any end user’s use thereof. If we seek indemnification or defense from you, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

13. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE APIS; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $100 DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 2 YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

14. Term and Termination. The term of this Agreement begins when you accept this Agreement (as set forth above) and will continue until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the APIs and Expedia Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the APIs and Expedia Marks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the APIs and Expedia Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive termination. Termination will not limit any of Expedia’s rights or remedies at law or in equity.

15. Export Regulation. The APIs may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the APIs to, or make the APIs accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the APIs available outside the US.

16. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement. We will notify you about material changes to this Agreement by sending a notice to the email address, fax number, or other address that you provided to us or by placing a prominent notice on the APIs. You will be responsible for reviewing and becoming familiar with any such modifications.

17. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the County of King, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

18. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. We will send notice to you by email or express mail at the address that you provide. Any notices to us must be sent to: Expedia, 333 108th Ave NE, Bellevue, WA 98004 Attn: General Counsel. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. There are no third-party beneficiaries to this Agreement. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.