RESNEXUS CONNECTIVITY API LICENSE AGREEMENT
This Connectivity API License Agreement (the "License Agreement") together with any additional terms (if any) referenced in or attached to this License Agreement (the "Additional Terms") (collectively the "Agreement") set out the terms on which Convoyant, LLC dba ResNexus ("ResNexus") agrees to grant you a license for and access to the application programming interfaces and documentation ("APIs") made available by ResNexus to you under this Agreement. The terms "you" and "your" refers to the user of the APIs and any person listed in any Additional Terms. Please read this Agreement carefully, if you do not accept this Agreement, you may not access or use the APIs.
Subject to your compliance with this Agreement, we shall 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") to connect with our system and facilitate the exchange of rates, availability, and other property-related information between us and suppliers that we have approved via our digital terms and conditions ("Properties"). you: (a) acknowledge that this Agreement does not contain a license or right to access or use the Content (defined below) made available through the APIs unless otherwise explicitly granted in the Additional Terms, (b) acknowledge that we have no obligation to display the Properties or any Content, (c) 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, and (d) acknowledge that we reserve all rights that are not herein expressly granted.
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; (c) 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 (d) combine or integrate the APIs with any software, technology, services, or materials not authorized by us. You agree not to use the services provided to obtain customer information in order to unsolicitedly market directly to individual businesses or guests without the express written permission of ResNexus. In addition, you will not use the APIs in connection with any unlawful or improper activities.
Prior to your Connection going live, and throughout the Term, you must comply with the API connection requirements and specifications provided to you by us. 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 (i) keep your API Key and all log-in information secure and (ii) 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.
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, all applicable laws, and all policies and requirements that we make available to you
From time to time
You agree to monitor the use of your Connection for any fraudulent or potentially harmful activity and any activity that violates applicable laws, or any terms and conditions of this Agreement.
You are solely responsible for providing customer and technical support to your end users.
If you make available any reviews for a Property through your Connection to us you agree that you will distribute to us all reviews that you have for such Property.
You grant us, during the Term of this Agreement, a non-exclusive, royalty-free, limited license to access and use your Connection and any other the APIs or software solutions that you use to exchange Content or access our APIs (the "Software") to access and exchange the Content, improve our APIs and other products and services, and as necessary to perform under this Agreement.
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 us. Updates may adversely affect how your Connection communicates with the APIs. You will make any changes to your Connection that are required for integration as a result of such Update at your sole cost and expense.
Unless otherwise specified under the Additional Terms (if any), no fees or other payments will be due under this Agreement.
Except as authorized in writing by Us, you will not edit, modify, or copy, any Content 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 us retains the level of accuracy that such Content had when received by you from us 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 us under this Agreement, including without limitation, rates, availability, lodging descriptions, photographs, and customer Personal Data and Payment Information. You will not use Content you access via the APIs for any purpose other than to perform your obligations under this Agreement.
You shall be solely responsible for any and all taxes and/or other obligations associated with any amounts paid in connection with this Agreement. Any payments made under this Agreement are inclusive of value added (VAT), goods and services, sales, use, excise, gross receipts, consumption, services and any other similar tax, duty, imposition, fee or charge, however designated, that is not imposed on, measured by, or based on gross or net income (collectively "Transaction Taxes"). If applicable, you will deliver to us a completed IRS Form W-9, IRS Form W-8BEN-E or IRS Form W-8ECI ("Tax Documents") and you shall promptly notify us of any change in circumstance that impacts the validity of the Tax Documents and you will update them accordingly. You shall provide us with an updated version of the Tax Documents promptly upon request. If you fail to comply with the terms of this section, we will be entitled to deduct and withhold payment due to you under this Agreement and all amounts withheld by us shall be treated as though paid to you.
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.
The following terms are used in this Section:
"Data Security Breach" means: (i) the loss or misuse (by any means) of Personal Data, including, without limitation any unauthorized access or disclosure to unauthorized individuals; (ii) the inadvertent, unauthorized and/or unlawful processing, corruption, modification, transfer, sale or rental of Personal Data; or (iii) 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: (i) first and last name; (ii) home or other physical address; (iii) telephone number; (iv) email address; (v) identification number, location data, or online identifier associated with an individual; (F) Payment Information; or (vi) 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.
Roles and responsibilities. The parties acknowledge that you operate solely as service provider of the Property and not for us. As between us 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 us.
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 our platform.
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 us with a copy of your PCI DSS Attestation of Compliance annually at the time of filing or upon request.
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, you will ensure that all Personal Data is encrypted in transit and storage using industry standard encryption. 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.
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.
You may gain access to 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. Our Confidential Information includes without limitation 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.
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 our prior written consent. You will restrict the possession, knowledge, and use of Confidential Information to each of your 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 us prior written notice sufficient to allow us 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.
Notice of Unauthorized Use
Without limiting your obligations under this Section, you will notify us immediately upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with us in every reasonable way to help us prevent further unauthorized use and disclosure.
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 ResNexus Marks, and Our Confidential Information, and (b) you own all right, title, and interest, including all intellectual property rights, in and to your Connection(s) and your Confidential Information.
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
ResNexus Marks solely in order to identify us as a property management software to which you provide access or as otherwise authorized in writing by us. Without limiting the foregoing, your use of the ResNexus Marks must comply with our trademark guidelines as provided to you from time to time. "ResNexus Marks" means our proprietary trademarks, trade names, branding, or logos that we make available to you for use in connection with the APIs pursuant to this Agreement. You must correct or cease use of the ResNexus Marks within 24 hours of notice from us. You will not register, adopt, or use any name or other designation that includes all or part of any ResNexus Mark, or any term that is confusingly similar to an ResNexus Mark. You may use the ResNexus Marks only: (i) in the form provided by us; (ii) for purposes as set forth above; and (iii) in accordance with the terms of this Agreement. You may not use Our brand names or any of the ResNexus 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 Our policies, or in any way that disparages or devalues Our reputation or goodwill.
Disclaimer of Warranties
THE APIs AND RESNEXUS MARKS ARE PROVIDED "AS IS" AND WE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RESNEXUS 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.
You will indemnify, defend, and hold us and our officers, directors, employees, agents, affiliates, successors, harmless 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 ResNexus Marks; (b) your breach of this Agreement; and (c) your Connection. 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, 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.
Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, COST OF RE-PROCUREMENT, LOSS OF EXPECTED SAVINGS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, ECONOMIC, EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.
Term and Termination
This Agreement will continue until terminated as permitted in this Agreement (the "Term"). We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement at any time and for any reason, by providing notice to you or revoking access to the APIs and ResNexus 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 upon written notice to us. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will terminate and you must delete all Confidential Information of ResNexus. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive termination.
We reserve the right to modify and impose new or additional terms and conditions to this Agreement at any time. We will provide written notice of any such changes to the terms. If you do not accept such modifications or new or additional terms and conditions, you may terminate this Agreement upon written notice to ResNexus. Your failure to exercise your right to terminate this Agreement within 30 days after notice of any change to this Agreement will constitute your acceptance of such changes. You may not modify this Agreement without ResNexus's prior written consent.
Governing Law and Jurisdiction
This agreement is governed by the laws of the State of Utah 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 Utah. 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 in Salt Lake City, Utah and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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. The language of this Agreement is English and any translation of this Agreement into a language other than English will be for reference purposes only. In the event of a conflict of interpretation, the English language will prevail. We will send notice to you by email or express mail at the address that you provided to us in connection with your use of the APIs. Emails shall be deemed to have been received within 1 working day from being sent. Any notices to us must be sent via nationally recognized courier to: ResNexus, 185 East 200 North, Salem, UT 84653 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 assignment or transfer violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.
The terms "we" "us" "our" and "ResNexus" refer to Convoyant, LLC dba ResNexus.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the Effective Date.