Technology License Agreement Service Terms
Amadeus Hospitality Americas, Inc. (“Amadeus”) confirms Licensee’s participation in Amadeus’s Partner Certification Program. These Service Terms (“Service Terms”) form a binding agreement (the “Agreement”) between Amadeus and Licensee and applies to all “API’s” and “Software Development Kits” specified in any document used by the parties hereto to confirm order/delivery of the API and or SDK’s to Licensee, any Updated IP (defined herein), any new or additional API or SDK’s which may be provided to Licensee, and all Amadeus IP related to the foregoing.
DEFINITIONS
“API” means any application programming interface provided or made available by Amadeus to Licensee.
“SDK” or “Software Development Kits” means the contents in the Amadeus’s Partner Development Portal or any file or other media provided or made available by Amadeus to Licensee under this Agreement, including the API, “Documentation”, “Redistributable Code”, “Sample Code” and “Help Libraries”.
“Customer” means any end-user of a “Amadeus Product”, “Amadeus Database” or “Qualifying Application”.
“Customer Data” means all data or information submitted by a Customer to Amadeus which is accessible to the Customer through the Qualifying Application while resident on Amadeus Product or Amadeus Database. Customer Data for the Qualifying Application is defined by the API or SDK used to support the Qualifying Application.
“Documentation” means any documentation or materials provided or made available by Amadeus to Licensee under this Agreement, including documentation and materials describing an API or SDK.
“Market Intelligence Use” means, with respect to information, any use of the information as input data for derivation of market intelligence, market analysis, competitive analysis, statistical information or Customer prospect lists regarding: i) the hospitality industry, ii) availability, or trends in availability, of products or services related to the hospitality industry, iii) usage of, or trends in usage of, products or services related to the hospitality industry; or iv) demand for, or trends in demand for, products or services provided by the hospitality industry.
“Amadeus Database” means any database used for storing of information managed by any Amadeus Product, including Amadeus’s cloud services platform, known as Amadeus Web Services.
“Amadeus Product” means any of Amadeus’s software or subscription products.
“Amadeus IP” means the API, SDK, API Kit, and all Amadeus’s software, services and products.
“Qualifying Application” means an application and its database: i) developed by Licensee described in the Licensee Vendor Functional Summary provided by Licensee to Amadeus; ii) which incorporates any or makes any use of the Amadeus IP; and iii) which has been certified by Amadeus.
“Data Protection Legislation” means applicable laws and regulations relating to the processing of Personal Data and privacy including EU’s General Data Protection Regulation (2016/679/EC) (“GDPR”) including all law and regulations implementing or made under them and any amendment or re-enactment of them.
“Personal Data” has the given meaning under the GDPR.
“Data Controller” has the given meaning under the GDPR.
“Data Subject” has the given meaning under the GDPR.
“Data Processor” has the given meaning under the GDPR.
“Redistributable Code” means any sample software in object code format provided or made available by Amadeus to Licensee under this Agreement
“Sample Code” means any sample software in source code format provided or made available by Amadeus to Licensee under this Agreement.
LICENSE AND RESTRICTIONS
Subject to licensee’s compliance with this Agreement, Amadeus grants to Licensee a non-exclusive, nontransferable, limited license to: i) internally use the APIs or SDK’s in strict accordance with the Documentation solely to develop and test the Qualifying Applications that are capable of interconnection with Amadeus Product; ii) reproduce and internally modify the Sample Code solely as a component of the Qualifying Application; iii) reproduce the Redistributable Code solely as a component of the Qualifying Application; iv) distribute the Sample Code and Redistributable Code only in object code format solely as a component of the Qualifying Application; and v) use Sample Code and Redistributable Code as part of the online Qualifying Application operating in Licensee’s data center to provide services to Customers.
This is a limited license. Licensee shall not use any Amadeus IP: i) to extract or derive information from any Amadeus Product or Amadeus Database for any Market Intelligence Use; ii) extract or derive information from any Amadeus Product or Amadeus Database to any product or service other than the Qualifying Application. Licensee will promptly notify Amadeus of each Qualifying Application user that intends to use a Qualifying Application to connect to an Amadeus Service. Amadeus may prohibit or restrict any connection to an API or an Amadeus Product by any Qualifying Application if the Qualifying Application user has not licensed appropriate rights from Amadeus to use the Amadeus Product. Except as agreed in writing between Amadeus and a Qualifying Application User, Amadeus: i) does not represent or guarantee that any Amadeus Product will remain available or supported for any period of time; and ii) may terminate any Amadeus Product or support therefore at Amadeus’s discretion.
Amadeus and its third party licensors own all right, title and interest in all Amadeus IP and all intellectual property embodied therein. Licensee shall not: i) remove or alter any copyright notices or other proprietary legends contained in any Amadeus IP or related documentation; ii) disassemble, decompile, or reverse engineer any Amadeus IP; iii) use any Amadeus IP in order to develop or operate any service bureau or any product or service competitive with any Amadeus Product; iv) use any Amadeus IP to support interfaces between computing devices of functions other than as part of the Qualifying Application; v) modify, translate, or create any derivative work of any Amadeus IP except as expressly licensed; vi) disclose any portion of the Amadeus IP to any person except to Licensee’s employees and contractors who are required to use such Amadeus IP in order for Licensee to develop and distribute the Qualifying Application as expressly licensed; or vii) use any Amadeus IP in violation of any law or regulation. Licensee shall promptly notify Amadeus of any known or suspected use of any Amadeus IP in breach of this Agreement.
Licensee may only use Customer Data for the Qualifying Applications. Customer Data may not be cached, used, sold or shared for any other application or purpose. Upon Amadeus’s request to clear the cache, Licensee must comply within a reasonable time. Limited caching for the Qualifying Application for performance or other agreed design rationale can be considered and must be agreed to by both parties in writing. Amadeus reserves the right to request an audit of the cached data and the cache clearing process at any time. The Licensee must provide the requested data within two (2) business days.
Licensee must not make any representation or any express or implied warranty to third parties (including, without limitation, to any end users) on behalf of Amadeus.
Licensee must not subject any portion of the APIs or SDK’s or Amadeus IP to the terms of any “open source” license or other licensing arrangement that would require any APIs or SDK’s or Amadeus IP: i) be disclosed or distributed in source code form; ii) be licensed for the purpose of making derivative works; or iii) be re‑distributable at no charge.
Licensee must not expose any Customer Data beyond the intended use of the Qualifying Application as expressly granted by the Customer. Licensee shall only expose Customer its own data and not that of another Customer. It is the sole responsibility of the Licensee to maintain the privacy of each Customer’s Customer Data.
If Licensee provide any feedback to Amadeus concerning any Amadeus IP or Amadeus Product (including potential improvements), Licensee herby grants to Amadeus a non-exclusive, royalty free, perpetual right to use such feedback at Amadeus’s discretion.
Licensee will not build software that will submit requests to the Amadeus web services more often than the frequency set forth in the Documentation. Licensee will not forward information obtained from Amadeus web services to a third party.
TERM AND TERMINATION
All terms and conditions of this Agreement shall remain in full force and effect and apply in perpetuity, unless the Licensee’s license to use the Amadeus IP is terminated in accordance with this Section or these Service Terms are revised by Amadeus at Amadeus’s discretion by placing revised Service Terms on the web site. Such revised Service Terms will become effective and replace previous versions immediately.
Either party may terminate this Agreement upon thirty (30) calendar days written notice to the other party.
Amadeus may terminate this Agreement and Licensee's License to all Amadeus IP (a) upon ten (10) days written notice if Licensee breaches any provision of this Agreement and fails to cure such breach within such ten (10) day period; or (b) immediately if Licensee asserts any claim of intellectual property infringement against Amadeus.
Upon termination Licensee’s right to use and possess any Amadeus IP shall immediately cease and Licensee shall return or destroy all copies thereof. Licensee shall provide written certification signed by an officer of Licensee that all copies of the Amadeus IP have been returned or destroyed and that Licensee has retained no copies. Termination does not affect any end user’s rights to continue to use the Qualifying Application distributed prior to the effective date of termination.
Notwithstanding termination, all terms and conditions of Sections 1, 2, and 5-10 shall survive in perpetuity. Termination of this Agreement and Licensee’s right to access, use and/or possess any Amadeus IP shall not limit the remedies otherwise available to either party, including injunctive relief.
DELIVERY, SUPPORT, CERTIFICATION
Upon the execution of this Agreement, Amadeus will deliver a copy of those portions of the Amadeus IP which Amadeus, using reasonable discretion, deems necessary for Licensee to develop the Qualifying Application. Amadeus may, in its sole discretion, provide replacements, updates, or modifications, for any portion of the Amadeus IP during the term of this Agreement (“Updated IP”). Licensee will ensure that, prior to commercially releasing any version of any Qualifying Application, that version of the Qualifying Application will be fully compatible with the most recent Updated IP, if any.
Amadeus reserves the right to: i) test the Qualifying Application to confirm that it complies with the terms of this Agreement and Amadeus’s certification standards and, if the Qualifying Application complies therewith, provide written notice of certification to Licensee .Any certification shall apply solely to the version of the Qualifying Application tested in operation with the version of the Amadeus Product specified in the notice of certification or, if no version is specified, the prevailing version of the Amadeus Product that is general availability (G.A.) at the time of certification. Licensee will not distribute any Qualifying Application: i) prior to receipt of Amadeus’s written certification; or ii) that is intended to operate with any version of a Amadeus Product other than the version for which it was certified.
Amadeus will provide support for use of the API Kit developing and certifying Applications as set forth in an order form and/or statement of work to be executed by the Licensee. All support is subject to Amadeus’s standard support terms and fees of $200 per hour. Amadeus will have no other support or service obligations except as set forth in such order form and/or statement of work.
CONFIDENTIALITY
The term “Confidential Information” means any trade secrets or other information of a party or its affiliates, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s or its affiliates’ technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, licensees, prospects, or other affairs), that is disclosed to a party during the term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. The APIs or SDK’s is the Confidential Information of Amadeus. Confidential Information does not include any information that the receiving party can show: i) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; ii) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; iii) is acquired by the receiving party from another source without restriction as to use or disclosure; or iv) is or becomes part of the public domain through no fault or action of the receiving party.
During and after the term of this Agreement, each party will: i) use the other party’s Confidential Information solely for the purpose for which it is provided (in Licensee’s case, solely for the purpose of developing the Qualifying Applications); ii) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 5; and iii) protect the other party’s Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure and assist the non‑disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that they may have in their possession or control.
The obligations in this Section 5 are in addition to, and supplement, each party’s obligations of confidentiality under any nondisclosure or other agreement between the parties containing nondisclosure obligations.
WARRANTY
Each party represents and warrants that: i) the person signing this Agreement on its behalf has all necessary power and authority to do so, and that upon such signature this Agreement is a binding obligation upon it, ii) the execution and delivery of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action on its part, and iii) this Agreement constitutes a valid and binding obligation on the party that is enforceable in accordance with its terms. Each party represents and warrants that the entering into and performance of this Agreement by each party does not and will not violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, or undertaking.
THE AMADEUS IP AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE BY AMADEUS UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. AMADEUS DISCLAIMS ALL WARRANTIES DUTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO AMADEUS IP, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, INTEROPERABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
AMADEUS INDEMNIFICATION
Amadeus will indemnify, defend and hold Licensee harmless, at Amadeus’s expense, from and against any action brought or allegation made against Licensee to the extent that it is based upon a claim that any Amadeus IP, as provided by Amadeus and used within the scope of this Agreement, infringes any copyright, trade secret, U.S. patent or other third party proprietary right, and will pay all costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded against Licensee. Amadeus’s obligations hereunder are contingent on: i) Licensee notifying Amadeus in writing promptly after Licensee becomes aware of a claim or the possibility thereof; ii) Licensee granting Amadeus sole control of the settlement, compromise, negotiation, and defense of the claim; and iii) Licensee providing good faith cooperation and reasonably requested information for the defense of the claim.
The foregoing indemnity shall not apply to any claim that arises from: i) modifications to the Amadeus IP made by anyone other than Amadeus; ii) Licensee’s use of any Amadeus IP in conjunction with application or system where use with such application or system gave rise to the claim; iii) any use of the Amadeus IP with software or systems other than a Qualifying Application; iv) use of other than the most current, unaltered Updated IP if such claim would have been avoided by the use of such Updated IP; and (v) compliance by Amadeus with designs, plans or specifications furnished by or on behalf of Licensee where such compliance gave rise to the infringement claim.
If use of the Amadeus IP is enjoined or if Amadeus reasonably believes that its use may be enjoined, Amadeus may, at its option, i) obtain the right for Licensee to continue using the Amadeus IP; ii) replace or modify it with Updated IP so it is no longer infringing, or iii) if neither of the foregoing can reasonably be accomplished, terminate the applicable license(s) and issue a pro rata refund of the fees paid (if any) for such Amadeus IP which shall be determined by applying straight-line amortization over a three (3) year period commencing on the relevant delivery date(s).
Amadeus shall not be liable for any settlement made by Licensee, without Amadeus’s advance written approval, or for any award from any action in which Amadeus was not granted control of the defense. This Section states Amadeus’s entire liability and Licensee’s exclusive remedy for any claim of infringement of intellectual property of any kind.
LICENSEE INDEMNIFICATION
Licensee will indemnify and defend Amadeus against, and hold Amadeus harmless from, any and all liabilities, claims, costs, expenses or damages of any nature (including reasonable attorney fees and expenses of litigation) arising out of or relating to disputes or legal actions concerning Licensee’s Application. The obligations contained in the preceding sentence will survive termination of this Agreement. This Section does not apply to any cost or damage attributable to Amadeus’s negligence or willful misconduct.
LIMITATION OF LIABILITY
Except with respect to misuse of a party’s intellectual property rights and except for each party’s indemnification obligations, and notwithstanding the form (e.g., breach of contract or warranty, negligence or other tort, statutory liability or otherwise) in which any legal or equitable action may be brought, neither party shall be liable for special, incidental, exemplary, punitive, consequential, or other indirect damages, including but not limited to business interruption, loss of data or profits, even of the party has been notified of the possibility of such damages.
MISCELLANEOUS
Data Protection. Both parties to this Agreement shall comply with all applicable requirements of the Data Protection Legislation. This obligation is in addition to, and does not relieve, remove or replace, a party's obligations under the GDPR. If Licensee is a Data Controller, including without limitation an Online Travel Agency or its equivalent, Licensee will ensure that it has obtained necessary consent from each Data Subject and will provide and adhere to a privacy notice that clearly and accurately describes to the Data Subject what information is collected, used and shared through the SDK’s and/or API’s. Data Processors or their equivalents will only process Personal Data in accordance with the written instructions of the relevant Data Controller. Both parties are responsible for the security of its computing environments including implementing appropriate technical and organizational measures to securely transmit, process, manage and store Personal Data.
During the term of this Agreement and for a period of one year thereafter, each party will not, directly or indirectly, employ or solicit the employment or services of the other party’s employees or independent contractors without the prior written consent of the other party.
Licensee shall comply with all current export and import laws and regulations of the United States and such other governments as are applicable to any Software. Licensee hereby certifies that it will not directly or indirectly, export, re-export, or transship any Software in violation of United States laws and regulations.
Licensee may not assign nor transfer this Agreement or any license granted or created hereunder whether by operation of law, change of control, or in any other manner without the prior written consent of Amadeus. Amadeus may assign this Agreement to an affiliate.
Amadeus may provide notices to Subscriber by email, mail, or courier, in each case to Subscriber’s email or postal address as recorded in Amadeus’s account information. Notices to Amadeus must be sent by mail or courier to Amadeus Hospitality Americas, Inc. 75 New Hampshire Avenue, Portsmouth NH 03801, attention Director, Partner Success. Notices sent by email will be effective 24 hours after emailing unless Amadeus receives notice that the email was not delivered. Other notices are effective upon receipt.
This Agreement will be governed by the laws of the State of New Hampshire, U.S.A, excluding its choice of law rules. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods shall not apply. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any limitation or restriction on the grant of any license to Licensee under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate. Failure by a party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Except for the right of either party to apply to a court of competent jurisdiction for injunctive or other equitable relief, any dispute related to this Agreement or the SDK will be settled by binding arbitration under the rules of the American Arbitration Association (“Rules”) by three arbitrators appointed in accordance with the Rules. Arbitration will be held in Portsmouth, New Hampshire. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive its attorneys' fees and costs incurred in connection with any arbitration.
This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.
The parties hereby agree to use and accept electronic records and electronic signatures and to execute this Agreement by electronic means.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Amadeus Hospitality may amend this Agreement at any time by posting revised terms on its website at https://developer.amadeus-hospitality.com/termsofuse.
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2017 Amadeus Hospitality Americas, Inc. All Rights Reserved