THIS System Access Agreement ("Agreement") governs the terms of your use of the Airline NDC API (the "System"), provided to the Airline by Farelogix, Inc., allowing you to bundle System access with your own software and technology to allow your customers to make direct bookings on the Airline (the "Purpose"). By clicking "Accept" or similar button, completing a registration process and/or otherwise accessing the System, you agree to be bound by these Terms of Use.
2.1 License. Unless otherwise provided in your Airline Agreement, you are hereby granted a personal, limited, non-exclusive, non-transferable license to access and use the System through web services and application program interfaces provided by Farelogix, solely to obtain travel-related information on behalf of yourself and customers with whom you have contractual relations. You accept this license in accordance with the terms set forth herein. You agree that the System will be used solely for the Purpose contemplated by this Agreement. You agree that you will limit your access to searching and booking inventory with the Airline for your customers, and for no other purpose.
2.2 Ownership. The System and its component parts, modifications or derivatives thereto are proprietary to Farelogix. Title to and ownership of the System shall at all times remain in Farelogix and you acquire no title, intellectual property or other rights in any of the System.
2.3 Your Account. To access the System, you must create an account. You are responsible for the information provided to create the account, the security of your credentials, and all uses of your account.
2.4 Additional Users. Additional users under the same credentials are automatically bound by these Terms of Use.
2.5 Search Transactions. You are required to provide accurate projections of your search transaction volume.
3.1 No right to transfer. You shall not sublicense, distribute, sell, assign, transfer, lease, rent, the System to any third party. You are responsible for any improper use of or access to the System by your customers or any other party using your access.
3.2 Development in Sandbox only. You cannot perform any development to the API or the System in the production environment. All development must be conducted in the sandbox. Any new development by you which needs to move to production must be recertified by Farelogix prior to placing it into production.
3.3 Load Testing. You shall not conduct load or performance tests on the System.
3.4 Exceeding Projected Search Transactions. If your volume of transactions exceeds your projections and negatively affects performance of our System, we have the right to suspend your access to the System until appropriate measures can be taken. We will contact you to collaborate on those measures.
4.1 Sandbox and Implementation Support. Once you have created your account, and subject to the other terms herein, you will be provided access to a sandbox for your development purposes. Farelogix will make available its API technical and support services for your implementation.
4.2 Help Desk Support. Unless otherwise agreed to between Farelogix and the Airline, Farelogix does not provide any "help desk" assistance or similar user or technical support to your customers with respect to the System, any third-party software used to access the System, or any other hardware (including peripherals), software, product or services provided by you or other third party.
4.3 Modification and Enhancements
4.3.1 Changes. Farelogix reserves the right at any time without liability to: (i) change, enhance, terminate, modify, replace, or add to any of the specifications, features or functions of the System; or (ii) change or terminate the level or type of support of the System. This right is also contained in the agreement between Farelogix and the Airline (the "Farelogix Airline Agreement"). Notice of changes are provided to you via the Developer Portal. Please acquaint yourself with the API Developer Guide in the Developer Portal.
4.3.2 Errors or delays. All obligations regarding performance of the System are between Farelogix and the Airline. Any delays, errors, malfunctions, compatibility problems or breakdowns with respect to the System, equipment, data or services will be addressed by Farelogix in accordance with the terms of the Farelogix Airline Agreement.
5.1 Data Security.
5.1.1 Our obligations. Our agreement with the Airline provides our commitments to safeguarding the Data that is transmitted through the System while the Data is in our possession, including compliance with all applicable data privacy laws. All our supplemental data privacy obligations, including the Standard Contractual Clauses pursuant to Article 26(2) of EU Data Protection Directive 95/46/EC, are between Farelogix and the Airline. Your rights are governed by your Airline Agreement.
5.1.2 Your obligations. You are responsible for establishing, implementing and maintaining technical and organizational safeguards against the unauthorized disclosure, access, use, destruction, loss, damage or alteration of any Data in your possession or in the possession of your agents that shall be no less rigorous than (i) industry standard practices in the transportation and related services industry, and (ii) reasonable security procedures and practices appropriate to the nature of the Data. For the avoidance of doubt, such data safeguards must include compliance with all applicable Payment Card Industry Data Security Standards.
6.1 Protection of Confidential Information. Each party will take such measures that are necessary to protect against the disclosure or use of the Confidential Information of the other party as it takes to protect its own proprietary or Confidential Information (but in any case no less than reasonable measures). Except as required to perform the Services under this Agreement or unless expressly authorized in writing by the Disclosing Party, the Receiving Party agrees to retain the Confidential Information in confidence and will not copy or disclose the Confidential Information to, or use the Confidential Information for the benefit of, any third party, except as set forth herein. Confidential Information may be disclosed on a need to know basis to the Receiving Party’s employees, Affiliates, and independent contractors who are parties to a written agreement with the Receiving Party which prohibits the disclosure of Confidential Information, and limits its use to the benefit of the Receiving Party and its Affiliates, using reasonable technical and organizational measures to protect the confidentiality of the information.
6.2 Additional Remedy. Each party agrees that the other party will have no adequate remedy at law if there is a breach or threatened breach of this confidentiality provision and, accordingly, the non-breaching party will be entitled (in addition to any legal or equitable remedies available to such party) to injunctive or other equitable relief to prevent or remedy such breach.
6.3 Exceptions from Obligations. Either party will be relieved of its confidentiality obligations hereunder if and to the extent that Confidential Information (i) is disclosed pursuant to the lawful requirement of a governmental agency, or disclosure is required by operation of law, provided that the party making the disclosure requires reasonable measures to protect the security of the information, has given timely notice to the Disclosing Party and has not prevented the Disclosing Party, at its expense, from interposing objections, defenses or obtaining a protective order limiting disclosure and use of the information; (ii) is explicitly approved for release by written authorization of the Disclosing Party. For purposes of this Agreement, the parties acknowledge and agree that Confidential Information shall not include any information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives; (b) was already known to the Receiving Party on a non-confidential basis prior to being furnished to the Receiving Party by the Disclosing Party; or (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party if such source was not subject to any prohibition against transmitting the information to the Receiving Party.
6.4 Ownership of Confidential Information. No license, express or implied, in the Confidential Information is granted by one party to the other party other than to use such Confidential Information in the manner and to the extent authorized by this Agreement. Each party will retain the title and full ownership rights to their respective Confidential Information. Each party agrees that upon the request of the Disclosing Party, it will return to the Disclosing Party or, at the Receiving Party’s option, destroy (and certify such destruction to the Disclosing Party) all of the Disclosing Party’s Confidential Information in such party’s possession or control.
8.1 Compliance. You agree to use the System for lawful purposes only and to comply at all times with all applicable laws and regulations. including, but not limited to, any anti-bribery and anti-corruption laws. Farelogix agrees to provide the services hereunder in compliance with all applicable laws.
8.2 Prohibitions. The Office of Foreign Assets Control of the United States (OFAC) prohibits U.S. citizens, permanent residents, US foreign nationals, and US-based businesses and corporations (collectively "US Persons") from taking part in most transactions with Specially Designated Persons ("SDN") (as defined by OFAC), including commerce, business, trade or finance. Accordingly, Farelogix reserves the right to block the access, use or distribution of the System to anyone that Farelogix, in its reasonable discretion, believes is on the SDN list. Any such action by Farelogix shall not be deemed to be a breach of these Terms of Use.
9.1 Term. This Agreement shall become effective upon your acceptance of these Terms of Use.
9.2 Termination. This Agreement will continue until terminated in accordance with the following: (i) upon notification to us by Airline that your access should be terminated; (ii) upon sixty (60) days advance written notice by one party to the other; (iii) If the other party petitions for relief under the Bankruptcy Code of the United States, or any country or territory, or if voluntary bankruptcy proceedings are instituted by a party under any federal, state or foreign insolvency laws, or if such a proceeding is imminent, or if it is adjudged bankrupt, or if it makes any assignment for the benefit of its creditors of all or substantially all of its assets; or if an involuntary petition is filed or execution issued against it and not dismissed or satisfied within sixty (60) days; or if its interest hereunder passes by operation of law to any other person, except in case of merger or acquisition, the other party may, at its option, terminate this Agreement by written notice provided, however, that all monies owed hereunder prior to the date of termination (if any) shall be immediately due and payable.
9.3 Suspension of Access. Farelogix reserves the right to inhibit your access to the System for system maintenance or repairs or for any other reason if (i) directed to do so by Airline or (ii) if Farelogix believes, acting in good faith, that the System, or Farelogix’ ability to provide services to its customers may be threatened by your continued access to it.
10.1 Nothing in this Agreement is intended or shall be construed to create or establish an agency, partnership, or joint venture relationship between the parties.
10.2 The captions in this Agreement are for convenience only and in no way defines, limit, or enlarge the scope of this Agreement or any of the provisions therein. Capitalized terms shall have the meanings assigned in this Agreement.
10.3 No waiver by either party of any provision or any breach of this Agreement constitutes a waiver of any other provision or breach of this Agreement and no waiver shall be effective unless made in writing. The right of either party to require strict performance and observance of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.
10.4 Neither party will be deemed in default of this Agreement as a result of a delay in performance or failure to perform its obligations caused by acts of God or governmental authority, strikes or labor disputes, fire, acts of war, failure of third party suppliers, or for any other cause beyond the control of that party.
10.5 This Agreement is not assignable by you without our prior written consent.
10.6 This Agreement shall be governed by, construed, interpreted and enforced according to the laws of the State of New York, without regard to its principles of conflict of laws
10.7 In the event that any material provision of this Agreement is determined to be invalid, unenforceable or illegal, then such provision shall be deemed to be superseded and the Agreement modified with a provision that most nearly corresponds to the intent of the parties and is valid, enforceable and legal.
10.8 This Agreement constitutes the final and complete understanding and agreement between the parties concerning the subject matter hereof. Any prior agreements, understandings, negotiations or communications written or otherwise between the parties pertaining to the subject matter hereof are deemed superseded by this Agreement. This Agreement may be modified only by a further written agreement executed by an authorized representative of the parties hereto.
10.9 Address for Notices to Farelogix shall be to Farelogix, Inc., 760 NW 107the Avenue, Suite 300, Miami, Florida 33172, Attn: Contract Administrator. Address for Notices to Customer shall be the address you provided at the time of registration. If you wish to change the address for notices please send an email to proservices@farelogix.com.