API TERMS OF USE

1. What these Terms Cover.

These API Terms of Use constitute a contract between the Customer, (“you” or “your”) and Addison Lee Limited (“Addison Lee”, "we," "us" or "our"). An Addison Lee Group Member (defined below) may also provide API Services (defined below) on behalf of Addison Lee, these API Terms of Use will also govern your relationship with them.

These API Terms of Use apply to your use of any of Addison Lee's or any Addison Lee Group Member’s application programming interface services ("APIs"). Any access or use by you of the information technology facilities or services (including equipment, software and related documentation) (the “AL System”) owned or licensed by Addison Lee and/or an Addison Lee Group Member shall be governed by these API Terms of Use. Any product or services provided to you under these API Terms of Use shall be referred to as the “API Services”.

Group Member means at any relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations (whether through holding of voting rights, by contract or otherwise) (“Group Member”).

2. Right to Use APIs.

2.1 Subject to your compliance with these API Terms of Use, you may:

(a) use any of the APIs to access and use the API Services on a revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable basis; and

(b) develop or host the web site(s) (intended to be viewed through a general-purpose web browser) and/or personal computer and/or mobile device application(s) and that are designed to access and use the API Services only via the APIs (an "Authorized Application").

2.2 For each Authorized Application, you will need to obtain an application identifier or other credentials ("Credentials") from us in order for an Authorized Application to access and use the API Services. After you have agreed to these API Terms of Use, and supplied all required information, we will provide you with Credentials. All information you provide to us as part of the Credentials provisioning process must be accurate. You are solely and entirely responsible for all uses of the API Services occurring under your Credentials. Before providing access to the API Services, we may require you to permit us to perform testing of the Authorized Application, as we deem appropriate, to ensure that the Authorized Application will not adversely affect the AL System.

2.3 We reserve the right, in our sole discretion, to refuse to provide access to the API Services for any web site or application.

2.4 In addition, any end user of the Authorized Application ("End Users") that is a travel agency must execute the Addison Lee distribution agreement which is available upon request or the Addison Lee services agreement in order to access the AL System via the Authorized Application.

3. How You May Use the APIs.

3.1 In using the APIs and developing or hosting Authorized Applications, you shall:

(a) comply with any design guidelines or other rules for the APIs that we provide;

(b) design and operate Authorized Applications so as to minimize usage of the computing resources of the AL System, and promptly remedy any situation resulting in an unusually high number of transactions being sent to or received by the AL System;

(c) provide a privacy statement for each Authorized Application that accurately informs End Users how data related to their use of the Authorized Application will be used; and

(d) ensure that your Authorized Applications comply with then-current Payment Card Industry Data Security Standards to the extent that cardholder data is transmitted, stored, or processed. Upon request, you will provide to Addison Lee a copy of your current attestation of compliance (or equivalent documentation) in regard to such standards

3.2 Before the retirement of an API version, Addison Lee will provide 30 days advance notice. You will upgrade to a currently supported version in advance of an API retirement. If you do not do so, you acknowledge that applications using the retired API version are unlikely to function.

4. How You May Not Use the APIs.

4.1 In connection with an Authorized Application, and in using the APIs, you shall not:

(a) use the APIs except through an Authorized Application;

(b) take any action on behalf of an End User (as defined below) unless the End User has expressly granted you permission to take that action;

(c) enable, encourage, or require any End User to breach these API Terms of Use;

(d mislead any End User;

(e) permit any other person to utilize your Credentials;

(f) use more than one Credential in connection with a single Authorized Application; or

(g) falsify or alter any Credentials or any unique referral identifier in, or assigned to, an Authorized Application, or otherwise obscure or alter the source of queries coming from an Authorized Application; or

(h) claim or imply any sponsorship or endorsement of your Authorized Application by Addison Lee.

5. Limitations and Conditions.

5.1 We may, in our sole discretion, limit: (i) the rate at which the API Services, or any subset of them, may be called, (ii) the amount of storage, if any, made available through the API Services, (iii) the size of data packets that may be uploaded to, or served from, the API Services, and/or (iv) the duration of any session of use of the API Services (all of the foregoing being forms of "Throttling") as necessary in order to preserve the proper functioning of the AL System. We may perform this Throttling globally across all API Services, across individual API Services, per End User, per Authorized Application, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling. We reserve the right to require you to provide to us each quarter a rolling 120-day forecast of your anticipated transaction volumes and any other relevant data we may reasonably request. We reserve the right to charge you for excessive transactions on the AL System.

5.2 You will permit us reasonable access to your Authorized Applications for the purposes of monitoring your compliance with these API Terms of Use. If an Authorized Application can only be accessed through accounts that are not generally made available to the public without charge, on request you will provide us with at least one free account in order to facilitate our ability to access the Authorized Application.

5.3 You will clearly identify within your Authorized Application those features that make use of the API Services, either by using an icon or trademark licensed for such use by Addison Lee and/or by using text that reflects the incorporation of the API Services into the Authorized Application (such as, “Powered by Addison Lee”).

5.4 You may not use an End User’s credentials to access the ground transportation services provided by Addison Lee or a Group Member (the “Services”) or their data on the AL System without the End User’s written and informed consent.

5.5 Your Authorized Application may not contain any prohibited code. Prohibited Code means software code of any kind that (i) is potentially harmful to or could compromise an End User’s system, software, data, security, or privacy; (ii) without the End User’s express knowledge and written consent, interferes with the operation of applications; (iii) launches or causes other similar code or applications similar to the foregoing to launch; (iv) is obscured or resistant to removal; (v) without the End User’s express knowledge and written consent, removes or disables security, anti-spyware, or anti-virus technology; (vi) without the End User’s express knowledge and written consent, displays advertisements, unless they are promoting an alternative version of the software (e.g., an update or upsell); or (vii) without the End User’s express knowledge and written consent, collects, or shares personal information, changes file associations, adds browser toolbars, or changes browser settings such as the End User’s favorites, default home page, or search provider (“Prohibited Code”).

6. Privacy.

You are responsible for providing End Users with adequate notice of your own privacy practices. Your Authorized Application may not access the End User’s data without the End User’s express knowledge and written consent. At the time you retrieve information from an End User in connection with your use of the API Services, you will obtain informed and written consent from the End User concerning how you will use their data, and with whom it will be shared. Where an Authorized Application seeks permission from an End User to use their data in connection with their use of the Services, you must permit End Users to revoke such permission at any time and clearly indicate the steps required to do so.

7. Fees for the APIs.

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 greater 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.

8. Support.

We will provide support only for the most recent versions of our APIs and only if we have agreed in writing to provide you with support. You shall pay to us any charges for such support services as we may agree in writing.

9. Indemnification.

9.1 You will indemnify and hold Addison Lee and its Group Members and our respective customers, advertisers, resellers, distributors, and suppliers, and their respective directors, employees, and agents (“Addison Lee Parties”) harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees and disbursements) suffered or incurred by reason of any claims, proceedings, or suits brought by an End-User based on or arising out of their access or use of the Services via an Authorized Application. You will be solely responsible for defending any claim, subject to Addison Lee's right to participate with legal counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the Addison Lee Parties without Addison Lee's prior written consent.

10. Telecommunication Services.

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

11. Maintenance.

We may temporarily suspend the API Services to perform necessary repairs, maintenance, or improvements to the AL System or the API Services. 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 API Services. We exclude all our liability of any kind relating to any problems of whatever nature which have been caused by the suspension of the API Services.

12. Confidentiality.

12.1 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 set forth in this clause. 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 Group Members (the “Disclosing Party”) has made, or expects to make, available to the other party or its Group Members (the “Receiving Party”).

12.2 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 clause, (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 clause, or (v) is or was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party hereunder.

13. How We May Change the API Terms of Use.

If we change these API Terms of Use, then we will notify you at least 30 days before the change takes place. If you do not agree to these changes, then you must stop using the API Services before the change takes place. If you do not stop using the API Services, then your use of the API Services will continue under the changed API Terms of Use.

14. Warranty

We provide the API Services "as-is," "with all faults" and "as available." Unless otherwise expressly stated in writing, Addison Lee makes no representation or warranty regarding the accuracy, reliability or timeliness of information available via the Service. We and our Group Members, 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.

15. Liability Limitation

15.1 You can recover from Addison Lee Parties only direct damages up to an amount equal to the aggregate amount actually paid to us for use of our APIs during the three-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.

15.2 The limitation set out above applies to anything related to:

(a) the API Services,

(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 API Services,

(d) incompatibility between the API Services and other services, software, and hardware,

(e) delays or failures you may have in initiating, conducting, or completing any transmissions, or transactions in connection with the API 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.

15.3 It also applies even if:

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

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

16. Changes to the API Services; Cancellation of the API Service.

A. We may change the API Services and/or delete features at any time and for any reason. We may cancel or suspend your API Services at any time upon not less than 30 days’ notice. Our cancellation or suspension may be without cause. Upon cancellation of the API Services, your right to use the API Services stops right away. Our cancellation of the API Services will not alter your obligation to pay all charges made to your billing account prior to such cancellation. If we cancel the API Services in their 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 API Services remaining right before the cancellation. Any API Services designated pre-release API Services (such as through use of the terms "Trial" or "Beta") may not work the way a final version of the API Services will. We may change the API Services for any final, commercial version. We also may not release a final, commercial version.

B. Canceling the API Services. Unless agreed otherwise, you may cancel the API Services at any time, with or without cause, subject to giving Addison Lee not less than 30 days prior written notice and to payment of any minimum fees and/or cancellation charges. You agree to pay all cancellation charges and/or minimum fees. Cancellation of the API Services by you will not alter your obligation to pay all charges for API Services provided prior to cancellation.

17. Interpreting these API Terms of Use.

All parts of these API Terms of Use apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of these API Terms of Use as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of these API Terms of Use will not change. It supersedes any prior contract or statements regarding your use of the API Services. If you have confidentiality obligations related to the API Services, those obligations remain in force (for example, you may have been a beta tester).

18. Assignment.

We may assign these API Terms of Use, in whole or in part, at any time with or without notice to you. You may not assign these API Terms of Use, or any part of them, to any other person without our prior written consent. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the API Services or any part of the API Services.

19. No Third-Party Beneficiaries.

These API Terms of Use are solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

20. Claim Must Be Filed Within One Year.

Any claim related to these API Terms of Use or the API Services 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.

21. Your Notices to Us.

Any notices you send to us should be in writing and sent to Addison Lee’s registered office address at The Point, 37 North Wharf Road, London, England, W2 1AF, to the attention of the General Counsel.

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

22.1 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;

(b) by e-mail;

(c) by access to an Addison Lee 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 an Addison Lee web site that will be generally designated in advance for this purpose.

22.2 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 API Services, you must have the necessary software and hardware to receive electronic notices.

23. Choice of Law for Resolving Disputes.

These API Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.

23.1 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these API Terms of Use or their subject matter or formation (including non-contractual disputes or claims).

24. Intellectual Property Rights

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

Except as expressly provided, these API Terms of Use do not grant you any rights in any Addison Lee logo, trademark, or service mark, and you will not use any logo, trademark, or service mark of Addison Lee for any purpose without the prior written approval of Addison Lee.

25. Indemnification.

You will indemnify and hold the Addison Lee 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 these API Terms of Use. You will be solely responsible for defending any claim, subject to Addison Lee's right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on Addison Lee Parties without Addison Lee's prior written consent.

26. Force Majeure.

Except for payment obligations, neither party shall be deemed to be in default of these API Terms of Use 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.