Last Updated:  December 2014

1.  What the Contract Covers.

This Travelport Service Agreement is a contract between the customer identified in the API Contract or any other agreement that references or links to this Service Agreement (the "Service Order") and the Travelport company identified in such Service Order.  The Travelport company referenced in the Service Order is referred to in this Service Agreement as "Travelport" (or as "we," "us" or "our"), and the customer referenced in the Service Order is referred to in this Service Agreement as "Customer" (or as "you" or "your").  This Service Agreement also applies, in the absence of any applicable terms of use, to your access and use of  any Travelport global distribution system (any Apollo^TM, Galileo^TM, Worldspan^TM GDS) (the “System”),  and other Travelport software or services (including updates) associated with the Systems.  Your access to and use of the System, and of any associated software, information or services (collectively referred to in this Service Agreement as the "Service") shall be as specified in your Service Order (which is part of this Service Agreement).

Please note that we do not provide warranties for the Service. This Service Agreement also limits our liability. These terms are in sections 20 and 21, and we ask you to read them carefully.

2.  Term/Termination.

2.1    The term of this Service Agreement will begin upon execution of the Service Order and will end upon the expiration of the Service Term specified in your Service Order, unless terminated sooner as provided herein. 

2.2    We may terminate this Service Agreement with immediate effect if:  (i) there is a change of control that results in a competitor of Travelport or its Affiliates being in Control of you; or (ii) compliance with applicable laws would prevent us from providing the Service to you and/or your customer.   

2.3    If this Service Agreement terminates, all rights granted to you pursuant to this Service Agreement will automatically terminate and you will cease to have any rights to use or access the Services.  You acknowledge that termination and/or monetary damages may not be a sufficient remedy if you are in breach of this Service Agreement and that Travelport will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. 

2.4    This Section 2 and Sections 11, 12, 14, 20, 21, 23, 25, 29, 30, and 31 will survive termination of this Service Agreement or any discontinuation of the offering of the Services, along with any other provisions that would reasonably be deemed to survive such events. 

3.  When You May Use the Service

You may start using the Service as soon as you have finished the sign-up process and Travelport has completed provisioning.  No withdrawal right or other "cooling off" period applies to the Service, and you waive any applicable "cooling off" period, except if the law requires a "cooling off" period despite your waiver and even when a Service starts right away.  Your access to the Service will end at the end of Service Term specified in your Service Order, unless terminated sooner in accordance with this Service Agreement. 

4.  How You May Use the Service.

In using the Service, you shall:

• obey all applicable laws;
• comply with rules and restrictions imposed by travel suppliers on travel supplier content made available through the Service;
• comply with any other codes of conduct, policies, including, without limitation, the Travelport API and SDK Content Policy, which can be accessed at https://support.travelport.com/SGC/APIProducts/TravelportAPIandSDKContentPolicy.htm, or other rules for use of the Service that we provide to you;
• adhere to applicable Payment Card Industry security requirements;
• keep your Service account password secret; and
• promptly notify us if you learn of a security breach related to the Service.

5.  How You May Not Use the Service.

5.1    In using the Service, you shall not:

• engage in, facilitate, or further unlawful conduct;
  
• use the Service in a way that harms Travelport, our Affiliates, or our respective customers, advertisers, resellers, distributors, and/or vendors, or their respective officers, directors, and employees (collectively, the “Travelport Parties”).  (Affiliate shall mean an entity that directly (or indirectly through one or more intermediaries) controls, or is controlled by, or is under common control with, the entity referred to.  The term “control” (including the terms “controlling”, “controlled by”, and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, or through contract, or otherwise.);
  
• use any portion of the Service, or any web site that displays or performs content from the Services, as a destination linked from any unsolicited bulk messages or unsolicited commercial messages ("Spam");
  
• use any unauthorized third party software or application to access the Service;
  
• use any automated process or tool to access and/or use the Service (such as a BOT or a spider) if use of such process or tool might impair the proper functioning of our System;   
  
• copy, store, archive, republish, sell, or create a database of data or information obtained via the Service, in whole or in part, directly or indirectly, except that:  (i) an Authorized Application (as defined in the API Terms of Use) may store such data or information in a secure, non-public, temporary cache, for a period not to exceed sixty (60) days, solely for the purpose of using such data or information  to carry out a specific end user-requested action; and (ii) you may retain the information contained in the passenger name records that you create in the Travelport System or are otherwise authorized to access, but only to the extent necessary for you to provide services requested by your customers;
  
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service;
  
• transmit, offer, sell, advertise, license, or deliver any infringing, defamatory, offensive, or illegal products, services, or materials;
  
• violate any applicable law or regulation, or 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 anyone's use and enjoyment of the Service;
  
• resell or redistribute the Service, or any part of the Service, except that you may use the information we provide you as part of the Service to provide services to your customers via your Authorized Application (as defined in the API Terms of Use);
  
• execute 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 its customers; or
  
• use the Service to perform queries on the System, but then complete bookings via a third party’s system.

5.2    Travelport reserves the right to determine, in its reasonable discretion, whether your use of the Services is in accordance with the terms of this Service Agreement.

6.  You Are Responsible For Your Service Account.

6.1    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 Charges 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.

6.2    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.

7.  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.

8.  Payments to Travelport.

8.1  Charges/Taxes.  The charges for the Service, if any, are specified in the Service Order (“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. 

8.2  Payment.  In consideration of the Services supplied by Travelport pursuant to this Service Agreement, 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 or wire transfer in the currency specified in the Service Order.

8.3  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 Service Order.

8.4  Charge Increases.  We may change the Charges for the Service from time to time, but we will tell you before we do.

• If you received a limited time offer of Service for free or at a discount from standard Charges, or some other special terms, then that special price and/or terms will remain in force only for the time specified.  After the offer period ends, your use of the Service will be charged at the new or standard Charges.
• If your Service is on a period basis (for example, monthly), with no specific time length, then we will provide you at least 30 days written notice  of the date of any change in the Charges.  

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 Service 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.

8.5  Refund Policy.  Unless otherwise provided by law or in connection with any particular Service offer, all Charges are non-refundable.

8.6  Invoices; Errors.  We will provide you with an invoice for the Charges each month (unless otherwise specified in your Service Order).  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.  

8.7  Canceling the Service.  Unless otherwise provided in your Service Order, 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 Minimum Fees and/or Cancellation Charges specified in your Service Order.  You agree to pay all Cancellation Charges and/or Minimum Fees as specified in the Service Order.  Cancellation of the Service or termination of the Agreement by you will not alter your obligation to pay all charges for Services provided prior to cancellation or termination.

8.8  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.

8.9  Telecommunication Services.  You are responsible for procuring and paying for any telecommunication services needed to access the Service.    

9.  Payments to You.  Your Service Order or your subscriber agreement may give you a right to receive payments from us related to your use of the Service.  Your right to any payment due you under a Service Order is conditioned upon you promptly providing us with all information we require to properly make the payment (for example, bank account information for receiving the payment).  We will use reasonable efforts to tell you what information we require in advance of your use of the applicable Service.  Even if we do not tell you in advance, you must provide us the information we request before your right to receive the payment accrues.  You are responsible for the accuracy of the information you provide and any taxes you may incur as a result of receiving a payment.  You must also comply with any other conditions we place on your right to any payment.  If you receive a payment from us that was not due to you, we may reverse or seek return of the payment or offset against any amounts owed in the future, and you agree to cooperate with us in our efforts to do this.

10.       Your Materials.

10.1  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 are granting to Travelport and/or its Affiliates or subcontractors free permission 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.

10.2  If the Service includes publicly accessible areas and/or areas to which you can control access by others, you grant to those members of the public to whom you have granted access (for content posted on shared and private areas of the Service) or to the public (for content posted on public areas of the Service) free, unlimited, worldwide, non-exclusive, and perpetual permission to:

• use, modify, copy, distribute, and display the Material in connection with the Service and other Travelport products and services;
• publish your name in connection with the Material; and
• grant these rights to others.

10.3  You understand that Travelport may need to make copies, change the format, transcode, or otherwise process Material, in order to:

• store and retrieve the Material;
• make the Material available to you and those members of the public to whom you have granted access;
• conform to connecting networks' technical requirements; or
• conform to the limitations and terms of the Service.

10.4  This section applies only to legally permissible Material and only to the extent that use and publishing of the legally permissible Material does not breach the law.  You understand that sharing Material that violates others' copyrights or other rights violates this Service Agreement.  You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the Material does not breach any law.  We will not pay you for your Material.  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.

11.       Privacy.

11.1  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.

11.2  The Service includes a private computer network that Travelport operates for the benefit of itself and its customers.  Travelport retains the right to block or otherwise prevent delivery of any type of communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching this Service Agreement.  The technology or other means we use may hinder or break your use of the Service.

11.3  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.  

11.4  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.

12.       Software.

12.1 If you receive software from us as part of the Service, your use of that software is under the terms of the license that is presented to you for acceptance for that software.  If there is no license presented to you, or unless otherwise stated in this Service Agreement, 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.

12.2 We may automatically download upgrades to the software to your computer to update, enhance, and further develop the Service without notice to you.

12.3 Unless we notify you otherwise, your license 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.

12.4 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. You will not copy, modify, or republish any Travelport software that is a component of the Services. 

12.5 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.  

13.       Limitations and Conditions.

We may use technology or other means to protect the Services and/or the System, to protect our customers or to stop you from breaching this Service Agreement.  These may include, for example, increased security and/or limiting the rate or volume of Transactions that may be sent to the System.  These means may hinder or break your use of the Services.  We may temporarily suspend the Service to perform necessary repairs, maintenance, or improvements of the System or the Service.  We will provide reasonable advance notice of any such suspension where it is practicable under the circumstances; and we will use commercially reasonable efforts to promptly restore the Service.   We exclude all our liability of any kind relating to any problems of whatever nature which have been caused by the suspension of the Service.

14.       Confidentiality. 

14.1 Each party agrees that neither it nor its employees, officers, subcontractors, representatives, suppliers, or directors will disclose, convey, or in any other manner make available any Confidential Information to any third party, except to its consultants, outside accountants, or legal counsel who are bound by obligations of confidentiality no less stringent than those in this Service Agreement.  Each party shall use at least the same level of care that such party uses to protect its own proprietary information of a similar nature, but in no event shall said party use less than reasonable care in protecting the Confidential Information.  “Confidential Information” means information and materials which are technical and/or business in nature (which may include, among other things, marketing materials; processes; financial data; analyses; forecasts; past, present or prospective customers or employees; documents; business practices; business plans; product plans; proposals, and the like) that a party or its Affiliates (the “Disclosing Party”) has made, or expects to make, available to the other party or its Affiliates (the “Receiving Party”).

14.2 Confidential Information may be written, oral, visual, or in any other media or format.  Confidential Information does not include any information (i) which is, at the time of disclosure, part of the public domain, (ii) which has become part of the public domain through no breach by the Receiving Party of this Service Agreement, (iii) which was lawfully disclosed to the Receiving Party by a third party without restriction on such disclosure, (iv) which is independently developed by the Receiving Party without breach of this Service Agreement, or (v) is or was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party hereunder. 

15.       Customer Support.

If your Service Order 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.   

16.       Materials that Travelport Licenses to You.

16.1 Content and Documentation.  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 specific terms and limitations in Section 33.3 below, you may use the Content, and display it as part of the services you provide to your customers, but you may not (i) copy, sell, license, or distribute the Content; or (ii) grant your customers or any other person any rights to the Content.

16.2 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. You may not copy, distribute, modify, or make derivative works of the Documentation without our consent.

16.3 Limitations.  The license grant to use Content and Documentation provided with the Service does not include a license to the design or layout of the Service or any Travelport owned, operated, licensed, or controlled application or web site. You may not copy or retransmit any logo, graphic, sound, image, or Content from the Service, unless Travelport expressly permits it. Travelport and its suppliers do not warrant or guarantee that the Content or Documentation is accurate and suitable for your purposes.

17.       Third-Party Dealings.

17.1     If you use our network to gain access to any third party’s website or application, then the terms and conditions for that website or application may also apply to you in your use of that website or application.  Please refer to the terms of use for each website or application that you access.  

17.2     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:

17.2.1    delivery of and payment for goods and services;

17.2.2    processing and verifying orders, payments, and other transactions;

17.2.3    customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.);

17.2.4    determining, collecting, and remitting to the appropriate taxing authority all taxes (if any) arising from or related to such orders or transactions; and

17.2.5    the purchase and use by you and your associated accounts of any third-party products and services.

17.3          You represent and warrant that:

17.3.1   the products and services you advertise, sell, and distribute are legal for sale and distribution and do not violate this Service Agreement;

17.3.2    you have all licenses necessary to sell, distribute, and advertise the goods and services you offer; and

17.3.3    all sales and advertisements will comply with applicable law.

17.4     Your Privacy Practices.  In using the Service, you may collect personal information about third parties through your dealings with such third parties.  If you do, you agree to (a) create and make available to such third parties a privacy policy that, at a minimum, discloses any and all uses of personal information that you collect from such third parties, (b) provide access to your privacy policy on your web site or other reasonable means, and (c) use personal information only as expressly permitted by your privacy policy and applicable laws or regulations.

17.5     You may not enter into any agreements with any person that would restrict such person’s right to acquire Services from Travelport.

18.       Advertising.

18.1     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.

18.2     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 promise that:

18.2.1     all advertising content is accurate, complete and current;

18.2.2    you have all necessary rights, power and authority to publish the advertising content;

18.2.3    the advertising content, and any web site listed or linked to from the advertising content:

• complies with all applicable laws and regulations;
  
• 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.

18.2.4    you possess documents substantiating all claims, express and implied, contained within the advertising content.

19.  How We May Change the Service Agreement.

We reserve the right to modify this Service Agreement at any time by posting an amended Service Agreement and by giving you prior notice of such amendments. Your continued use of the Services after notice of a modification indicates your acceptance of the amended Service Agreement.  If you do not agree to these changes, then you must cancel the Service Agreement and stop using the Service before the change takes place.  If you do not stop using the Service, then your use of the Service will continue under the changed Service Agreement.  

20.  Warranty

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.

21.  Liability Limitation

21.1     You can recover from Travelport Parties only direct damages up to an amount equal to the aggregate amount actually paid to us under this Service Agreement during the six month period preceding the date the claim of action arose.  Neither party may recover from the other consequential damages, lost profits, or special, indirect, incidental, or punitive damages.

21.2          The limitation set out in clause 21.1 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.

21.3     It also applies even if:

(a)     this remedy does not fully compensate you for any losses, or fails of its essential purpose; or

(b)     Travelport knew or should have known about the possibility of the damages.

22.  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 at any time upon reasonable advance notice.  Our cancellation or suspension may be without cause.  Upon Service cancellation, your right to use the Service stops right away.  Our cancellation of the Service will not alter your obligation to pay all charges made to your billing account prior to such cancellation.  If we cancel the Service in its entirety without cause, then we will refund to you on a pro-rata basis the amount of payments that you have made corresponding to the portion of your Service remaining right before the cancellation  and you will be relieved of any obligation to pay Cancellation Charges and Minimum Charges.  Any Services designated pre-release Services (such as through use of the terms "Trial" or "Beta") may not work the way a final version of the Services will.  We may change the Services for any final, commercial version.  We also may not release a final, commercial version.

23.  Interpreting the Contract.

All parts of this Service Agreement apply to the maximum extent permitted by law.  A court may hold that we cannot enforce a part of this Service Agreement 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 this Service Agreement will not change.  This Service Agreement, together with the Service Order and, if applicable, the API Terms of Use and the SDK License Agreement, constitutes the entire agreement between you and us regarding your use of the Services.  It supersedes any prior contract or statements regarding your use of the Service.  If you have confidentiality obligations related to the Service, those obligations remain in force (for example, you may have been a beta tester).  The section titles in the Service Agreement do not limit the other terms of this Service Agreement.

24.  Assignment.

We may assign this Service Agreement, in whole or in part, at any time with or without notice to you. 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.  For purposes of this clause, (i) a “change of control” of a party is deemed an assignment of rights; and (ii) “merger” refers to any merger in which a party participates, regardless of whether it is the surviving or the disappearing corporation.  You may not delegate any performance under this Agreement.  Any purported assignment of rights or delegation of performance in violation of this clause is void.

25.  No Third Party Beneficiaries.

This Service Agreement is solely for your and our benefit.  It is not for the benefit of any other person, except for permitted successors and assigns under this Service Agreement.

26.  Claim Must Be Filed Within One Year.

Any claim related to this Service Agreement 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.

27.  Your Notices to Us.

Any notices you send to us should be in writing and sent to the Travelport address specified in your Service Order and to the address of the Travelport entity specified in section 29, to the attention of the General Counsel.

28.  Notices We Send You; Consent Regarding Electronic Information.

28.1 If we need to send you information, then we may send you such information in electronic form.  We may provide information to you:

(a)     by mail at the address you specified in your Service Order;

(b)     by e-mail at the e-mail address you specified in your Service Order;

(c)     by access to a Travelport web site that will be designated in an e-mail notice sent to you at the time the information is available; or

(d)     by access to a Travelport web site that will be generally designated in advance for this purpose.

28.2 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.  

29.  Choice of Law and Location for Resolving Disputes.  In this section, find the country or region where you live (if you are signing up for the Service as an individual person) or your business is located (if you are signing up for services for your business) in the subsections below, and in that subsection you will find the choice of law and the location for resolving disputes with Travelport arising out of this Service Agreement.

1. Americas Region.  If you live or your business is headquartered in Canada, Mexico or the United States, then Georgia state law governs the interpretation of this Service Agreement and applies to claims for breach of it, regardless of conflict of laws principles.  All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or if you live outside the United States, the laws of the country to which we direct your Service.  You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Fulton County, Georgia, USA for all disputes arising out of or relating to this Service Agreement. 
2. Rest of World.  If you live or your business is headquartered in any country other than Canada, Mexico or the United States, then the laws of England govern the interpretation of this Service Agreement and apply to claims for breach of it, regardless of conflict of laws principles.  All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of the country to which we direct your Service.  For all disputes arising out of or relating to this Service Agreement, you and we irrevocably agree to the exclusive jurisdiction and venue of:  (i) the English courts situated in London, if you live or your business is headquartered in Europe, the Middle East, or Africa; and (ii) the state courts of New South Wales situated in Sydney, Australia, if you live or your business is headquartered in the Asia-Pacific region. 

30.  Intellectual Property Rights

Except for the licenses expressly granted under this or any other agreement, Travelport and its suppliers retain all right, title, and interest in and to the Services, the APIs (if applicable), any software, data and/or documentation provided, and all intellectual property rights therein.

Except as expressly provided, this Service Agreement does not grant you any rights in any Travelport logo, trademark, or service mark, and you will not use any logo, trademark, or service mark of Travelport for any purpose without the prior written approval of Travelport. 

Copyright and Trademark Notices

All contents of the Service are Copyright © 1999-2011 Travelport, LP and/or its affiliates, 300 Galleria Parkway NW, Atlanta, Georgia  30339, U.S.A.  All rights reserved.  Copyright and other intellectual property laws and treaties protect any Software or Content provided as part of the Service.  We or our suppliers own the title, copyright, and other intellectual property rights in the Software or Content.  The various Travelport products and services referenced herein may also be either trademarks or registered trademarks of Travelport in the United States and/or other countries.  Any rights not expressly granted herein are reserved.  

31. Indemnification.

31.1     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 any breach by you of any obligation, representation, or warranty under this Service Agreement.  You will be solely responsible for defending any claim, subject to Travelport's right to participate with 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.

31.2     We will indemnify and hold you harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings, or suits alleging that the Service infringes on any U.S. patent, copyright, trademark, or other intellectual property right of a third party.  We will be solely responsible for defending any such claim, subject to your right to participate with counsel you select, and we will not agree to any settlement that imposes any obligation or liability on you without your prior written consent.  If we determine that your use of the Service may be enjoined, then we may elect to obtain the right for you to continue to use the Service or modify the Service so that it is not infringing, or, if neither of those options is commercially reasonable, then we may cancel the Service.  We will not indemnify you if the alleged infringement is the result of your using the Service in a manner that is not authorized.  

32.       Force Majeure.  Except for payment obligations, neither party shall be deemed to be in default of this Service Agreement 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.

33. Terms for Specific Services.

This section 33 contains additional or different terms for some of the Services.  To the extent that there is any conflict between the general terms stated elsewhere in this Service Agreement and the specific terms in this section 33, the specific terms in this section 33 will govern. 

33.1  Application Programming Interfaces.

Any access or use by you of Travelport’s application programming interfaces is governed by the Application Programming Interface Service Terms of Use (which is available at http://support.travelport.com/SGC/APIProducts/APITermsOfUse.htm). 

33.2  Communication Functionality

If you use any Service that includes the ability to send and/or receive communications to third parties, then you will comply with the Travelport Anti-spam Policy (which is available at http://support.travelport.com/SGC/APIProducts/AntiSpamPolicy.htm). 

33.3  Data Feeds

Unless otherwise provided in your Service Order, if you receive any data feed as a Service:

    (1)   You may not resell or otherwise disclose to any third party the Content of the data feed except when using the services of a third party solely for processing such Content on your behalf and as authorized under this Service Agreement;

    (2)   You may not use the Content of the data feed as part of any deanonymization attempt; and

    (3)   You may not use the Content of the data feed to facilitate the sale of any travel inventory or ancillaries outside of the System.