Last Updated: August 2014
This Software Developers Kit License Agreement (“SDK License Agreement”) constitutes a contract between the Customer identified in the API Contract, the subscriber agreement, or any other agreement that references or links to this SDK License Agreement ("Service Order") and the Travelport company identified in such Service Order. The customer referenced in the Service Order is referred to in this SDK License Agreement as "Customer" (or as "you" or "your") and the Travelport company referenced in the Service Order is referred to in this SDK License Agreement as "Travelport" (or as "we," "us" or "our"). This SDK License Agreement applies to Your use of a Travelport software development kit and any associated documentation, software code, or other materials made available by Travelport (collectively referred to in this SDK License Agreement as the “SDK”). The SDK may include documentation for multiple Travelport application programming interfaces (collectively the “APIs”), which may be further defined in API-specific terms of use, and any software code provided by Travelport in conjunction with such documentation. The SDK is made available by Travelport to assist developers in integrating certain Travelport functionality (the “Services”) into the developer's applications. This SDK License Agreement applies to any Travelport Service that includes, displays, or links to this SDK License Agreement and to any updates, supplements, or support services for such Service, unless other terms accompany those items, in which case, those other terms apply.
By installing, accessing or otherwise using the SDK, You accept the terms of this SDK License Agreement. If You do not agree to the terms of this SDK License Agreement, do not install, access, or use the SDK.
If You comply with this SDK License Agreement, then You have the rights below.
1. USE OF THE SDK. Subject to Your compliance with this SDK License Agreement, Travelport hereby authorizes You to use the SDK solely for the purpose of creating web applications and/or personal computer and/or mobile device applications designed to operate with the Services (referred to as “Authorized Applications”). You may not rent, lease or lend any of Your rights in the SDK or access to the Services. You may reproduce the SDK, provided that You reproduce only complete copies, including without limitation all “read me” files, copyright notices, and other legal notices and terms that Travelport has included in the SDK, and provided that You may not distribute any copy You make of the SDK.
2. DISTRIBUTABLE CODE. Unless otherwise provided, if the SDK contains redistributable software code, You are permitted to include such code in Authorized Applications if You comply with the terms below.
i. Right to Use and Distribute. You may copy and distribute the object code form of code listed in REDIST.TXT files, if any. You may modify, copy, and distribute the source form of code marked as “sample” in the SDK. Such code is “Distributable Code.” You may permit distributors of Your Authorized Applications to copy and distribute the Distributable Code as part of those applications.
ii. Distribution Requirements. For any Distributable Code that You distribute, You must:
o require distributors and external end users to agree to terms that protect it at least as much as this SDK License Agreement; and
o 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 Your applications.
iii. Distribution Restrictions. You may not:
o alter any copyright, trademark, or patent notice in the Distributable Code;
o use Travelport’s trademarks in Your programs’ names or in a way that suggests Your applications come from or are endorsed by Travelport;
o include Distributable Code in malicious, deceptive, or unlawful applications; or
o 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.
3. PRE-RELEASE VERSIONS. The following additional terms apply to any SDK offered as part of a “trial” or “beta” release.
i. Pre-release version. A pre-release version of an SDK may not operate correctly or work the way a final version of the SDK will. Travelport may change it for the final, commercial version. We also may not release a commercial version. If you decide to make use of any of the rights under this SDK License Agreement, then you agree that it is at your sole discretion and you assume all responsibility for and risk of any and all damages that may result from or in connection with the SDK, including without limitation, the unavailability or interruption of operations or the loss of any data or other content.
ii. Development and Testing Use. If you comply with the rest of this SDK License Agreement, then you may use the SDK to design, develop, and test Authorized Applications. You may not distribute the Authorized Application or any Distributable Code in a live production environment unless expressly permitted by Travelport and solely in distribution channels as authorized by Travelport.
4. TRADEMARK LICENSE.
4.1 Subject to Your compliance with the terms of this SDK License Agreement, Travelport grants You a non-exclusive, non-transferable, worldwide, revocable right to use any Travelport trademarks we may provide in connection with the Services (“Trademarks”) solely in an Authorized Application in connection with the Services in accordance with this SDK License Agreement and the requirements set forth in Annex A to this SDK License Agreement. All rights not expressly granted herein are reserved by Travelport. The right to use the Trademarks as granted herein in no way implies or grants You any rights to distribute any Travelport products or other intellectual property.
4.2 In addition the following provisions shall apply:
i. No Sublicensing. You are granted no sublicense right and shall not purport to permit any third party to use the Trademarks in any manner without Travelport’s prior written consent.
ii. No Use for Merchandising. Your right to use the Trademarks in connection with Authorized Applications shall not extend to the merchandising or sale of related or promotional products under the Trademarks.
iii. Prohibited Activities. You shall not use the Trademarks in connection with any activity that (a) disparages Travelport or its products or services; (b) violates or infringes any intellectual property of Travelport; or (c) violates any local, state, federal, country, or international regulation or law.
5. SCOPE OF LICENSES. The SDK is licensed, not sold. This SDK License Agreement only gives You some rights to use the SDK. Travelport reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the SDK only as expressly permitted in this SDK License Agreement. In doing so, You must comply with any technical limitations in the SDK that only allow You to use it in certain ways. You shall not:
- reverse engineer, decompile or disassemble the SDK, except and only to the extent that applicable law expressly permits, despite this limitation;
- make more copies of the SDK than specified in this SDK License Agreement, except and only to the extent applicable law expressly permits, despite this limitation;
- publish the SDK for others to copy; or
- rent, lease, or lend the SDK.
6. USE OF THE SERVICES. Your use of the Services, and the use of the Services by anyone hosting or using your Authorized Application, is governed by the API Terms of Use and the applicable Service Agreement, and any other applicable policies, including, without limitation, the Travelport API and SDK Content Policy, which can be accessed at: https://support.travelport.com/SGC/APIProducts/TravelportAPIandSDKContentPolicy.htm.
7. EXPORT RESTRICTIONS. The SDK 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 SDK. These laws include restrictions on destinations, End Users, and end use.
8. SUPPORT. Travelport is not obligated to provide You any technical or other support (“Support Services”) for the SDK. However, if Travelport chooses to provide any Support Services to You, Your use of such Support Services will be governed by then-current Travelport policies. With respect to any technical or other information You provide to Travelport in connection with the Support Services, You agree that Travelport has an unrestricted right to use such information for its business purposes, including for product support and development.
9. FEES. The charges for use of the SDK are set forth in the Service Order.
10. TERMINATION. Travelport reserves the right to discontinue offering the SDK or to modify the SDK at any time in its sole discretion. If You are dissatisfied with any aspect of the SDK, Your sole and exclusive remedy is to cease using it. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this SDK License Agreement and that Travelport will be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section and Sections 5, 6, 7, 10, 11, 13, 14, 15, 16, 17 and the indemnification obligation set forth in Annex A to this SDK License Agreement will survive termination of this SDK License Agreement or any discontinuation of the offering of the SDK, along with any other provisions that would reasonably be deemed to survive such events.
11. RESERVATION OF RIGHTS. Except for the licenses expressly granted under this SDK License Agreement, Travelport and its suppliers retain all right, title and interest in and to the SDK and all intellectual property rights therein. You are not authorized to alter, modify, copy, edit, format, create derivative works of, or otherwise use any materials, content, or technology provided under this SDK License Agreement except as explicitly provided in this SDK License Agreement or approved in advance in writing by Travelport.
12. MODIFICATIONS AND NOTICES. If we change the terms of this SDK License Agreement, then we will give you notice before the change is in force. If you do not agree to these changes, then you must cancel and stop using the SDK before the changes are in force. If you do not stop using the SDK, then your use of the SDK will continue under the changed contract. Travelport may give notices to You, at Travelport's option, by posting on any portion of the relevant Travelport API website or by electronic mail to any e-mail address provided by You to Travelport.
13. ENTIRE AGREEMENT. This SDK License Agreement and the Service Order comprise the entire agreement with respect to the SDK.
14. APPLICABLE LAW. The laws of the state of Georgia (U.S.) govern the interpretation of this SDK License Agreement and apply to claims for breach of it, regardless of conflict of laws principles.
15. LEGAL EFFECT. This SDK License Agreement describes certain legal rights. You may have other rights under the laws of the country in which you reside. This SDK License Agreement does not change Your rights under the laws of Your country if the laws of Your country do not permit it to do so.
16. DISCLAIMER OF WARRANTY. The SDK is licensed “as-is.” You bear the risk of using it. Travelport gives no express or implied warranties, guarantees, or conditions. To the extent permitted under Your local laws, Travelport excludes the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
17. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from Travelport and its suppliers only direct damages up to US$50.00. You cannot recover any other damages, including consequential, lost profits, special, indirect, or incidental damages. This limitation applies to:
- anything related to the SDK, services, content (including code) on third party Internet sites, or third party programs; and
- claims for breach of contract, breach of warranty, guarantee, or condition, strict liability, negligence, or other tort, to the extent permitted by applicable law.
It applies even if Travelport knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to You because Your country may not allow the exclusion or limitation of incidental, consequential or other damages.
Annex A
The Trademarks
Any Travelport Trademarks provided in connection with an API service will either be served directly by Travelport at the time the service is invoked, or otherwise made available.
Terms and Requirements
The following terms apply to your use of any of the Trademarks in an Authorized Application.
Ownership. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant You any right, title, or interest in or to the Trademarks other than as specified herein. Your use of the Trademarks shall inure solely to the benefit of Travelport. You hereby assign and shall assign in the future to Travelport all rights You may acquire by operation of law or otherwise in the Trademarks, including all applications or registrations therefore, along with the goodwill associated therewith.
Proper Use. Travelport reserves the right to object to unfair uses or misuses of the Trademarks or other violations of applicable law. Upon notice or other discovery of any non-conformance with the requirements or prohibitions of this Agreement, Company shall promptly remedy such non-conformance and notify Travelport of the remedial steps taken.
Quality Control. You must maintain the quality of Authorized Applications at a level that meets or exceeds standards of quality and performance generally accepted in the industry and that is at least commensurate with the quality and performance of products distributed by Travelport as of the date of this Agreement. Upon Travelport’s request, You shall provide Travelport with samples of Your use of the Trademarks. You shall promptly remedy any deficiencies in its use of the Trademarks and/or the quality of any Authorized Application used in conjunction with the Trademarks upon receipt of notice from Travelport, and shall notify Travelport of the remedial steps taken.
Protection. You shall assist Travelport in protecting and maintaining Travelport’s rights in the Trademarks worldwide. Travelport shall have the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning the Trademarks. You shall not contest the validity of, or by act or omission jeopardize, or take any action inconsistent with, Travelport’s rights or goodwill in the Trademarks in any country, including attempted registration of the Trademarks, or use or attempted registration of any mark confusingly similar thereto.
Indemnification. You shall defend Travelport and its Affiliates and our customers, advertisers, resellers, distributors, and suppliers, and their respective directors, employees, and agents against, and pay the amount of any adverse judgment, or settlement to which You consent, resulting from any claim arising out of Your use of the Trademarks in breach of this SDK License Agreement, (“Indemnified Claim”); provided that Travelport gives You timely written notice of the Indemnified Claim, and sole control over and reasonable assistance with its settlement and defense.
The Trademarks may be used only as specified below and elsewhere in this SDK License Agreement:
- Upon request, Travelport will provide you with artwork samples for the Trademarks. Except for size, the Trademarks may not be altered in any manner, including proportions, colors, elements, etc., or animated, morphed, or otherwise distorted in perspective or dimensional appearance.
- You may not use the Trademarks for promotional purposes (e.g. the Trademarks may not be used in any advertising materials or on Product packaging, except in photographs of your Authorized Application depicting the Trademarks during regular use of the Authorized Application).
- The Trademarks may not be used in any manner that expresses or might imply Travelport’s affiliation, sponsorship, endorsement, certification, or approval, other than as contemplated by the Agreement.
- The trademarks may not be imitated in any materials.
- The trademarks may not be used as design features in any materials.
- The Trademarks may not be combined with any other object—including, but not limited to, other icons, logos, words, graphics, photos, slogans, numbers, design features, or symbols. The Trademarks must stand alone. A minimum amount of empty space must be left between each Trademark and any other object such as type, photography, borders, edges, etc.
- Your company name or logo must appear on any Authorized Application where any Trademarks are used and must be more prominent than any Trademark.
- Each use of the Trademarks must include the following statement on the Authorized Application’s Help/About box or online attribution screen in Online Help, as well as in any associated documentation: “Some trademarks under license from Travelport.”
