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API Terms of Use

This agreement ("Agreement") contains the complete terms and conditions for your participation in the Hotelbeds Developer Network program offered through http://developer.hotelbeds.com.

1. - DEFINITIONS

“Confidential Information” shall be deemed to be any information or data relating to the business, strategies, customers, suppliers, products, services and/or employees of HOTELBEDS or of Travel B2B Ltd, as the context requires, whether or not drawn up in hard or soft copy or in any other format that is already in use or that could be invented in the future. Without limitation to the generality of the foregoing, Confidential Information shall be deemed to include the following: any databases and prototypes created from the documents provided, proprietary management software, computer system passwords, information on users, telephone numbers, fax numbers, email addresses, addresses of offices, agencies, departments and headquarters, computer programs, copies, routines, sources, functional and organisational analysis, know-how, formulae, processes, ideas, inventions (whether patentable or not), financial data and development plans, strategies and any other data or material belonging to HOTELBEDS or to Travel B2B Ltd.

“Disclosing Party” shall mean a party to this agreement who discloses its confidential information to the other party.

“Receiving Party” shall mean a party to this agreement who receives confidential information of and from the other party.

Under no circumstances shall the following be considered as Confidential Information:

Any information that is in the public domain or that becomes public knowledge, unless it becomes public knowledge due to a breach of this Agreement by one of the parties.
Any information or know-how provided by third parties to a Receiving Party, other than as a result of a breach of an obligation of confidentiality owed by that thirds party to a Disclosing Party.

No breach of this agreement shall occur:

When disclosure is required by law.
When disclosure of any information is required by order of a Court or Tribunal of a relevant jurisdiction.
If Information referring to economic data and the like that must be submitted to the State, local or autonomous authorities due to tax or labour requirements and administrative contracts.

2. - NON-DISCLOSURE

Total or partial disclosure by one party of any of the Confidential Information of the other party to third party individuals or companies shall be expressly prohibited and each party hereto undertakes to the other, not to disclose, whether in full or part, the Confidential Information of that other party and in particular without limitation, the following:

All information directly or indirectly received during negotiations, discussions and collaboration must be kept strictly confidential and such information must not be used for any purpose other than for considering and evaluating the Potential Transaction.
Under no circumstance may any information be notified or disclosed to third parties, without the prior express written authorisation of the executive management of the Disclosing Party.
All documents and information disclosed by one party to the other must be returned, along with any copies that may have been made, at the request of the Disclosing Party, at the time of notification by either party hereto that it wishes to terminate the negotiation of the Potential Transaction.
Each party must guarantee that its employees, customers, suppliers, sub-contractors and any other parties acting on its behalf in relation to the Potential Transaction fulfil the confidentiality commitments contained in this agreement. The required measures must be adopted for such purpose and the consequences of any breach of contract shall be the sole responsibility of the Receiving Party.

Each party hereto undertakes to fulfil these confidentiality commitments from the date this agreement is signed and to continue to do so both during and after any termination of the negotiations relating to the Potential Transaction.

3. - ACCESS TO PERSONAL DATA

If either party requires access to files of the other party that contain personal data, such access shall only be allowed when it is strictly necessary for the evaluation of the Potential Transaction, providing this is legally possible pursuant to all relevant data protection rules in force at the time of such request.

Each party undertakes to observe professional secrecy regarding such personal data even when all negotiations concerning the Potential Transaction have been terminated and to ensure that its staff abide by the aforementioned obligation.

Each party states and guarantees that any personal data to which the other may be given access has been gathered in accordance with all relevant data protection laws and that it fulfils all the obligations set forth in such laws.

Each party specifically undertakes the following in the event that it is given access to any personal data of the other party:

To ensure that the data is stored by means of technical and organisational security measures sufficient to guarantee the security thereof and to avoid its unauthorised alteration, loss, processing or access, having regard to the most up to date technology available from time to time, the nature of the data and the possible risks of unauthorized disclosure. For such purpose, each party expressly states that it has implemented all the required security measures.
To only use or apply the data for the purpose of evaluating the proposed transaction.
Not to notify such data to third parties, not even for the purpose of safekeeping, nor to copy or reproduce part or all of the information, results or lists containing such data.
To ensure that the data is only handled by its employees who need it to evaluate the Potential Transaction and that any third parties to whom information is revealed by a Receiving Party, and in respect of which prior written authorisation has been received from a Disclosing Party, must be bound to abide by the confidentiality obligations, as set out in this agreement.
To allow any checks or audits that could reasonably be required by a Disclosing Party related to the fulfilment of the obligations of the Receiving Party set out herein and the Disclosing Party shall be entitled to add appropriate control registers to the data it discloses.
If and when all negotiations relating to the Potential Transaction have been terminated to destroy such data or, if the Disclosing Party so stipulates, return it along with any supports or documents containing such information and the Receiving Party must not retain any copy whatsoever.

In the event of any breach of this agreement by a Receiving Party, including by its employees or any contracted persons to whom information has been revealed by that party in accordance with the terms of this agreement that Receiving Party shall be considered responsible for all loss suffered by the Disclosing Party and specifically accepts all responsibility for any claims against the Disclosing Party due to any kind of administrative sanctions being imposed by the relevant authorities, as well as any damages or losses in judicial or non-judicial proceedings brought against the Disclosing Party including, in all cases, the costs of the fees payable to Legal Counsel or any other professionals.

4. - OWNERSHIP AND OTHER RIGHTS

Each party acknowledges and agrees that Confidential Information directly or indirectly disclosed to it by the other party is the exclusive property of that other party.

Each party acknowledges and agrees that it shall not acquire any right or interest in the Confidential Information disclosed to it by the other party which shall remain the sole owner of the Confidential Information including, but not limited to all patent, copyright, trademark, trade secret, trade name, contract, industrial design, and other property rights pertaining thereto, anywhere in the world.

Each party acknowledges and agrees that the disclosure of Confidential Information by the other does not constitute an offer by the Disclosing Party for the sale, license or other transfer of the Confidential Information.

Should one party or any of its employees, agents, suppliers or representatives conceive any invention, innovation, discovery, computer program, process, technique or the like, as a result of observing or having access to the Confidential Information of the other party, the Receiving Party agrees to assign or have assigned said innovation, discovery, computer program, technique or the like, to the Disclosing Party.

5. - API USE

You expressly understand and agree that Hotelbeds shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Hotelbeds has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
Abuse or excessively frequent requests to Hotelbeds via the API may result in the temporary or permanent suspension of your account's access to the API. GitHub, in its sole discretion, will determine abuse or excessive usage of the API. Hotelbeds will make a reasonable attempt via email to warn the account owner prior to suspension.
Hotelbeds reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

6. - APPLICABLE LAW AND JURISDICTION

This agreement shall be governed and construed pursuant to applicable Spanish law. The parties agree to submit any dispute that may arise from this agreement to the Courts and Tribunals of Palma de Mallorca, expressly waiving any other jurisdiction that may be applicable

Legal

This agreement ("Agreement") contains the complete terms and conditions for your participation in the Hotelbeds Developer Network program offered through http://developer.hotelbeds.com.