This Content API License Agreement ("License Agreement") contains the terms and conditions that govern Your access to and use of the ReviewPro proprietary programming application interface and other tools (“Content API”) and the Content (as defined below) made available to You for use via the Content API under this License Agreement. "We," "Us," or "Our" means ReviewPro or any of its affiliate companies, as the case may be. "You" or "Your" means the entity licensed to access and use the Content API and the Content under a ReviewPro Partner Account or a ReviewPro Client Account (“ReviewPro Account”) established pursuant to the Exclusive Lead Generation Partnership Agreement (“Partner Agreement”) or the ReviewPro Client Agreement (“Client Agreement”) between You and ReviewPro, as applicable. A "site" means a website and "ReviewPro Site" means the relevant site that is owned or operated by US or Our affiliates from which We may make Content API and/or the Content available pursuant to this License Agreement. "Your Site" means any software application(s) or site(s) You own, operate, or control from which You link to the ReviewPro Site, on which You display Content, or that interface with the Content API.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR BY ACCESSING OR USING THE CONTENT, OR THE CONTENT API, OR BY CONTINUING SUCH ACCESS OR USE FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED LICENSE AGREEMENT, OR REVISED TERMS AND CONDITIONS FOR YOUR REVIEWPRO ACCOUNT, YOU (A) AGREE TO BE BOUND BY THIS LICENSE AGREEMENT, THE TERMS AND CONDTIONS FOR YOUR REVIEWPRO ACCOUNT THAT IS A PREREQUSITE FOR ACCESS TO THE CONTENT AND THE CONTENT API AS SET FORTH IN YOUR PARTNER AGREEMENT OR CLIENT AGREEMENT (“ACCOUNT TERMS”), AND THE CONDITIONS FOR USE OF CONTENT AND CONTENT API SET FORTH IN THE ANNEXES TO SUCH AGREEMENT (“TERMS OF USE”); (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE CONTENT API AND THE CONTENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS LICENSE AGREEMENT. IN ADDITION, IF THIS LICENSE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS LICENSE AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS LICENSE AGREEMENT.
1. Description of Content and Content API
The purpose of this License Agreement is to permit You to use the Content API and to access and (a) display the Content in Your Site using the Content API if You have a Partner Account or (b) use the Content solely for Your own internal use (not for display on Your Site), if You have a Client Account. Provided You have a current account, this license authorizes You to use the Content API to access and use certain types of data and other information relating to the hotels (“Hotels”) You designated under Your ReviewPro Account ("Content"):
- Global Review Index of the Hotels;
- Volume of opinions of the Hotels;
- Classification and distribution of opinions of such Hotels; and
- Source volume.
For example, You may use the Content API to:
- Import You internal satisfaction surveys into ReviewPro;
- Import ReviewPro index counts and scores into Your internal systems; and
- Create applications on Your Site using the Our Global Review Index.
In addition to the Content and the Content API, We may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the Content API (collectively, "Specifications").
2. Access and Use
To access and use the Content and the Content API, You must have a valid, paid current ReviewPro Account and an access code provided to You by ReviewPro (“Access Code”) as described in the Terms of Use. Your use of the Content, Content API, and Access Code is governed by this License Agreement, Your Partner Agreement or Client Agreement, the Terms of Use, and the Account Terms (collectively, “Terms”). You are solely responsible for maintaining the secrecy and security of Your access code and for all activities taken using Your Access Code.
3. Obtaining Content
You may obtain Content by making calls to the Content API. The Content is delivered as data and will not contain HTML, CSS, image or other collateral that can be construed as an “interface”. The Content will be updated on a monthly basis as long as Your Partner Agreement or Client Agreement is in effect, current and in good standing.
4. Usage Requirements
Your use of the Content and the Content API is subject to certain requirements as set forth in the Terms, including without limitation the terms set forth in Annexes to Your Partner Agreement or Client Agreement, as may be modified from time-to-time according to the terms set forth therein. By making any use of the Content API or the Content, You agree to comply with all such requirements.
You understand that some of the Content available to You under this License Agreement may have been created by others and may consist of information obtained by US from the internet and other sources (“Third Party Content”). You acknowledge that We do not make any warranties with respect to such materials and that Your use of such information may be subject to additional terms and restrictions. When possible We will provide You with links to the applicable terms of use for Third Party Content. You are solely responsible for compliance with such terms.
5. Responsibility for Your Site
You will be solely responsible for Your Site and Your use of the Content and the Content API. We will have no liability for these matters or for any of Your end users' claims relating to these matters, and You agree to defend, indemnify, and hold US, Our affiliates and licensors, and Our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) Your Site or any materials that appear in Your Site; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of Your Site and/or Your products and services and any materials that appear on or with Your Site application; (c) Your use of the Content API and the Content, whether or not such use is authorized by or violates the Terms is License Agreement or applicable law; (d) Your violation of any term or condition of the Terms is License Agreement or applicable law; or (e) Your or Your employees' negligence or willful misconduct.
6. Limited License
Subject to the Terms and solely for the limited purpose of using the Content for the purposes and in the manner described in Your Partner or Client Agreement, We grant You a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) access and use the Content API and Content solely as set forth in the Terms; and (b) if You have executed a Partner Agreement, to use only those of Our (or Our licensors) trademarks and logos that We may make available to You as part under Your Partner Agreement (those trademarks and logos, collectively, the "Marks") solely on Your Site and in accordance with Our trademark guidelines (“Guidelines”). The license set forth in this Section 6 will immediately and automatically terminate if at any time You do not timely comply with any obligation under the Terms, or otherwise upon termination of this License Agreement. Regardless of whether the license set forth in this Section 6 is terminated, You will immediately stop using the Content API and/or Content and promptly remove from Your Site and delete or otherwise destroy any portion of or all Content, as requested by US.
The license granted to You under this License Agreement is personal to You. That is, You may not assign or transfer any of Your rights or obligations under this License Agreement to any third party without ReviewPro’s prior written consent, which ReviewPro may give or withhold in its sole discretion. However, You may engage a third party to assist You in exercising the rights granted to You under this License Agreement, including to integrate the Content API with Your systems; provided You first require such third party to agree to all of the promises, commitments and undertakings You have made to ReviewPro under this License Agreement and Your Partner or Client Agreement, as applicable, and that You shall be fully responsible and liable to ReviewPro for any and all acts or omissions of such third party to the same extent and in the same manner as if You had taken or omitted to take such acts.
7. Reservation of Rights; Feedback
Other than the limited licenses expressly set forth in Section 6, We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and You do not, by virtue of this License Agreement or otherwise, acquire any ownership interest or rights in or to the Content API, Content, any domain name owned or operated by US or Our affiliates, Our and Our licensors’ trademarks and logos (including the Marks), and any other intellectual property and technology that We provide or use in connection with the Content API or Content. If You communicate suggestions to US ("Feedback"), We will own all right, title, and interest in and to that Feedback, even if You have designated it as confidential, and We will be entitled to use it without restriction. You hereby irrevocably assign to US all right, title, and interest in and to all Feedback and Content that You modify or edit in any way, and agree to provide US such assistance as We may require to document, perfect, or maintain Our rights in and to the Feedback and modified or edited Content.
If You provide US with Feedback or any other material (each a "Submission"), You hereby grant US a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute the Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Submission for any purpose; (c) use and publish Your name in the form of a credit in conjunction with Submission (however, We will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, You hereby warrant that: (y) each Submission is Your original work, or You obtained it in a lawful manner; and (z) Our and Our sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights.
8. Compliance with Laws
In connection with Your use of the Content API and Content, You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over You, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).
9. Term; Termination or Suspension
The term of this License Agreement will begin upon the earliest to occur of (a) any of the events listed above or (b) if We have agreed that You may access and use the Content API and Content as part of Your Partner Agreement or Client Agreement, when that agreement becomes effective, and will end on the earlier to occur of (c) the termination or expiration of Your Partner Agreement or Client Agreement or (d) when terminated by either You or US. Either You or We may terminate this License Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this License Agreement, any and all licenses You have with respect to the Content API, Content, and Marks will automatically terminate and You will immediately stop using the Content API and/or Content, and promptly remove from Your Site and delete or otherwise destroy all Content (including any Marks) and any other materials provided or made available by or on behalf of US to You under this License Agreement or otherwise in connection with the Content API or Content. In addition, We may terminate or suspend Your license to access and use the Content API or any part of or all Content at any time without terminating this License Agreement by giving You written notice. Upon Your receipt of that notice, You will immediately stop using the Content API and Content, and promptly remove the Content from Your Site, provided that (e) in the case of a suspension You may resume access to and use of the Content API and Content upon notice from US; or (f) in the case of a termination You will additionally promptly delete or otherwise destroy all Content. Upon any termination of this License Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 7, 9, 11, 12, 13, 14, and 15 will survive the termination of this License Agreement. No termination of this License Agreement will relieve either party for any liability for any breach of, or liability accruing under, this License Agreement prior to termination.
10. Modification
We may modify any of the terms and conditions contained in this License Agreement or any at any time and in Our sole discretion by posting a change notice or revised agreement on the ReviewPro Site. Modifications may include, for example, changes to the usage requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS LICENSE AGREEMENT. YOUR CONTINUED USAGE OF THE CONTENT API OR CONTENT FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED LICENSE AGREEMENT WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and We are independent contractors, and nothing in this License Agreement or other Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and US or Our respective affiliates. You will have no authority to make or accept any offers or representations on Our or Our affiliates' behalf. You will not make any statement, whether on Your application or otherwise, that contradicts or may contradict anything in this section. If You authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this License Agreement, You will be deemed to have taken the action yourself.
12. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT, THE CONTENT API, OR THE CONTENT, OR SERVICES (AS DEFINED BELOW) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT, THE CONTENT API, CONTENT, AND SERVICES WILL NOT EXCEED 500 €.
13. Disclaimers
THE CONTENT API AND CONTENT AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THIS LICENSE AGREEMENT (COLLECTIVELY THE "SERVICES") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
WE MAY DISCONTINUE PROVIDING ANY SERVICES, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY RELATED SERVICES, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICES WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE CONTENT API, CONTENT, THE REVIEWPRO SITE, OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS LICENSE AGREEMENT OR YOUR USE OF OR ACCESS TO THE CONTENT API, CONTENT, OR SERVICES OR (Z) ANY TERMINATION OR SUSPENSION OF THIS LICENSE AGREEMENT OR YOUR USE OF OR ACCESS TO THE CONTENT API, CONTENT, OR THE SERVICES.
14. Disputes
Any dispute relating in any way to the Content API, Content, Services or this License Agreement, including a determination of the scope or applicability of this agreement to arbitrate, will be resolved by binding arbitration, in Barcelona, Spain, before one arbitrator under the commercial arbitration rules of the American Arbitration Association. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, but any award against US shall be subject to the limitations set forth in Sections 12 and 13 of this License Agreement.
Notwithstanding anything to the contrary in this License Agreement, We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that Our rights in the Content API, Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
15. Miscellaneous.
You may not assign this License Agreement, by operation of law or otherwise, without Our express prior written approval. Subject to that restriction, this License Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this License Agreement will not constitute a waiver of Our right to subsequently enforce such provision or any other provision of this License Agreement. In the event of any conflict between this License Agreement and Your Partner or Client Agreement, this License Agreement will control.