Scope of Terms

Definitions

"VacationPort API" means VacationPort's feed files, associated tools, APIs, and documentation that permit approved licensees to retrieve travel products, offers, itineraries, pricing, images, and related details from VacationPort systems.

"Content" means travel products, Offers, itineraries, pricing, descriptions, images, supplier information, and other details made available through the API Services.

"Licensee Application" means the application, website, service, system, or integration created or maintained by Licensee that uses the API Services to retrieve and display Content to approved users.

"End Users" means Licensee's approved users, including employees, travel advisors, agency personnel, consumers, clients, travelers, or other permitted viewers of Content within the Licensee Application.

"Call by call basis" means an automated digital request for specified information to VacationPort systems resulting in an automated digital response to Licensee, Licensee personnel, or End Users.

"Call volume" means the quantity of automated digital requests submitted by or through Licensee's systems to VacationPort systems.

"Retro-dilution" means monitoring previously booked travel for purposes of enabling cancellation and rebooking at a lower price.

API and Content License

Subject to these Terms and any applicable written agreement, VacationPort grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license during the applicable term to:

• use the API Services to develop, test, operate, and support the Licensee Application;
• allow End Users to access Licensee's integration of the API Services within the Licensee Application; and
• display Content received from the API Services within the Licensee Application.

Licensee has no right to distribute, expose, resell, sublicense, or allow access to the VacationPort API outside of the Licensee Application. Licensee may not provide access to Content in the form of an API, raw data feed, dataset, XML, JSON, XLS, CSV, flat file, binary file, database file, or similar machine-readable format except as expressly authorized in writing by VacationPort.

Developer Documentation

Licensee's use of the API Services and display of Content must comply with VacationPort's technical documentation, usage guidelines, call volume limits, tracking requirements, implementation instructions, and other documentation made available by VacationPort (collectively, the "Developer Documentation").

VacationPort may update Developer Documentation from time to time. Licensee is responsible for implementing changes required by updated Developer Documentation within the time period specified by VacationPort or, if no period is specified, within a commercially reasonable time.

VacationPort may consent in writing, including by email, to increased call volume limits. Any increased limits apply only unless and until VacationPort revokes or modifies such consent.

Restrictions

Except as expressly authorized by VacationPort in writing, Licensee shall not:

1. disclose or provide the API Services to any person or entity other than Licensee's employees or approved independent contractors who are bound by obligations at least as protective of VacationPort as these Terms;
2. integrate Content into an application that provides any portion of Content as an API, raw data feed, XML, JSON, XLS, CSV, flat file, binary, database, or similar exportable data format;
3. use the API Services for unlawful, unauthorized, improper, or abusive purposes;
4. remove, obscure, or fail to display legal, copyright, trademark, attribution, or proprietary notices included with the API Services, Developer Documentation, or Content;
5. market, display, sell, distribute, loan, lease, resell, or create derivative works based on the Content or API Services except as expressly permitted;
6. sell, lease, share, transfer, sublicense, or fail to protect the confidentiality of Content obtained through the API Services;
7. share Content with data brokers, ad networks, ad exchanges, advertising monetization parties, or similar third parties;
8. use the API Services in a manner that VacationPort determines exceeds reasonable call request volume, constitutes excessive or abusive usage, or conflicts with Developer Documentation;
9. use the API Services in an application that competes with products or services offered by VacationPort;
10. combine API Content with VacationPort content obtained by scraping or other unauthorized means;
11. interfere with or disrupt VacationPort systems, servers, networks, or services;
12. transmit viruses, worms, defects, Trojan horses, malware, or destructive code;
13. copy, adapt, reformat, reverse engineer, disassemble, decompile, download, translate, or otherwise modify the API Services, Content, VacationPort websites, or related services;
14. use or access the API Services to monitor availability, performance, or functionality for benchmarking or competitive purposes;
15. engage in polling of data for data collection, trend analysis, price monitoring, or retro-dilution;
16. store persistent copies of Content beyond the termination or expiration of Licensee's access except as expressly permitted in writing;
17. use images associated with Offers separately from the specific Offer with which they are associated;
18. swap images between unrelated Offers or Suppliers;
19. use Supplier images or assets when displaying Content for a different Supplier;
20. use destination content to create a destination guide; or
21. fail to comply with limitations imposed by VacationPort's third-party Content providers or Suppliers.

No rights or licenses are granted except as expressly and unambiguously set forth in these Terms or a written agreement signed by VacationPort.

Tracking Code Requirements

The Tracking Code must be placed according to VacationPort's technical instructions in the Developer Documentation or as otherwise directed by VacationPort in writing. Licensee acknowledges that Tracking Code is essential for VacationPort to measure Content usage, monitor performance and technical issues, and confirm compliance.

OfferDetails Tracking

For the OfferDetails endpoint, each response may include DescriptionHtml, TrackConsumerHtml, and TrackAgentHtml. The request may also support IncludeTrackingHtmlInDescription, which defaults to true unless otherwise specified in Developer Documentation.

Licensee shall not remove, disable, conceal, suppress, alter, or interfere with Tracking Code. Licensee shall not engage in any practice intended to artificially inflate, suppress, distort, or misrepresent usage metrics.

VacationPort may periodically provide updated Tracking Code or technical requirements. Licensee must implement updates within a commercially reasonable time after notice or updated Developer Documentation.

Failure to comply with Tracking Code requirements, including removing or failing to display required Tracking Code, constitutes a material breach of these Terms.

Supplier Content and End User Terms

Suppliers are solely responsible for the accuracy, content, availability, and fulfillment of Offers and Content made available through the API Services. VacationPort has no obligation or liability for Supplier Content, fulfillment, pricing, availability, or supplier performance.

Suppliers may restrict or prohibit Licensee from accessing certain Offers or Content. VacationPort has no obligation to ensure the availability of any specific Supplier Content.

Licensee and Suppliers are responsible for separately negotiating and entering into any contractual arrangements relating to booking and fulfillment. Such arrangements are outside these Terms, and VacationPort has no obligation or liability for them.

Licensee must maintain valid and binding end user terms or equivalent user agreements for End Users of the Licensee Application. Such terms must contain Content restrictions, warranty disclaimers, and limitations of liability consistent with these Terms.

Fees and Payment

Licensee shall pay all fees set forth in the applicable order form, API service agreement, pricing plan, invoice, or other written agreement. Fees may include setup fees, monthly base license fees, additional API call charges, implementation support, custom development fees, engineering service fees, taxes, tariffs, and other charges.

• All fees are non-refundable unless expressly stated otherwise in a written agreement signed by VacationPort.
• Fees are payable in United States Dollars unless otherwise specified in writing.
• Monthly license fees are generally billed in advance.
• Additional API call charges may be billed based on total calls for the preceding calendar month and may be charged in whole-unit increments.
• As-needed engineering services, implementation support beyond included support, and custom development may be billed at VacationPort's then-current rates unless otherwise agreed in writing.
• Licensee is responsible for all applicable sales, use, VAT, tariffs, duties, and similar taxes, excluding taxes on VacationPort's income.

Licensee authorizes VacationPort to charge the payment method on file for recurring license fees, one-time fees, excess usage fees, taxes, and other amounts due. VacationPort may disable API Services or platform access for failure to pay.

VacationPort may make multiple API pricing plans available. Licensee may change to another compatible pricing plan by providing notice more than ten (10) days before the end of the then-current billing cycle, unless the applicable agreement provides otherwise. Approved changes take effect at the beginning of the next billing cycle.

VacationPort may change pricing for the API Services or any component thereof in its sole and absolute discretion upon sixty (60) days' notice.

Support and Service Levels

VacationPort may provide Developer Documentation and implementation support according to the applicable agreement, pricing plan, or written support terms. Licensee shall report errors or difficulties to APISupport@vacationport.com or any alternative support contact provided by VacationPort, including characteristic conditions and symptoms of the issue.

VacationPort may provide error correction and support services for Content issues and functional API issues in its sole discretion. VacationPort is not obligated to provide response, support, correction, or resolution within any specified period unless expressly agreed in writing.

VacationPort makes no guarantees with respect to service levels, including system availability, developer tools availability, system response times, API response times, latency, uptime, or uninterrupted access. In the event of an outage, VacationPort may, in its sole discretion, elect to provide a partial refund, not to exceed the monthly service fee paid by Licensee for the affected period. Any refund in one circumstance does not obligate VacationPort to issue future refunds.

Interoperability and Application Development

Licensee is solely responsible for assessing interoperability between the Licensee Application and VacationPort's systems, processes, APIs, documentation, and policies. Licensee is solely responsible for the content, development, operation, security, support, maintenance, and legal compliance of the Licensee Application.

VacationPort has no responsibility or liability for the Licensee Application, including its design, functionality, performance, availability, security, support, maintenance, or End User relationships.

Proprietary Rights

VacationPort owns all right, title, and interest in and to the API Services, Developer Documentation, Tracking Code, VacationPort systems, VacationPort databases, and all output and executables of the API Services. Suppliers retain all right, title, and interest in Supplier Content. Subject to the foregoing, Licensee retains ownership of its Licensee Application.

Except as expressly provided, neither party grants, and the other party does not acquire, ownership or other rights, title, or interest, including implied licenses, in the property of the other party. All rights not expressly granted are reserved.

Confidentiality, Indemnity, Warranty Disclaimer, and Liability

Confidentiality

Information and materials concerning either party's business, plans, methodology, technology, systems, network, pricing, terms, API credentials, documentation, and non-public information are confidential information of the disclosing party. The receiving party shall not disclose confidential information without prior written consent except as required by law, court order, or governmental authority, and then only after providing reasonable notice where permitted.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party and its shareholders, directors, officers, employees, and agents from claims, allegations, liabilities, damages, losses, expenses, demands, suits, and judgments, including reasonable attorneys' fees, arising from or relating to its breach of these Terms, misuse of the API Services, violation of law, or infringement or alleged infringement of third-party rights.

Disclaimer of Warranties

THE API SERVICES, CONTENT, TRACKING CODE, DEVELOPER DOCUMENTATION, AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VACATIONPORT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, INACCURACY OF DATA, LOST PROFITS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE THEN-CURRENT SUBSCRIPTION FEES PAYABLE BY LICENSEE TO VACATIONPORT FOR TWELVE (12) MONTHS' USE OF THE CONTENT AND API SERVICES.

Term and Termination

The term of API access is set forth in the applicable written agreement. Unless otherwise stated, API agreements may include an initial term and automatic renewal periods unless written notice of non-renewal is provided within the time required by the applicable agreement.

VacationPort may suspend or disable API Services, Content access, credentials, or platform access if Licensee fails to pay amounts due, violates these Terms, exceeds permitted usage, creates a security risk, fails to comply with Tracking Code requirements, or uses the API Services in a manner that VacationPort determines may harm VacationPort, Suppliers, End Users, or other customers.

Either party may terminate for material breach according to the cure periods in the applicable agreement. Unless otherwise stated, termination for material breach other than non-payment may be effective upon notice and thirty (30) days' opportunity to cure; termination for failure to pay may be effective upon notice and seven (7) days' opportunity to cure; and termination for breach of confidentiality may be effective seventy-two (72) hours after notice.

Termination does not affect Licensee's obligation to pay for Services rendered, usage incurred, or amounts accrued before termination. Upon termination or expiration, Licensee must promptly stop using the API Services and delete stored Content unless otherwise authorized in writing.

Restrictions, proprietary rights, confidentiality, accrued payment obligations, warranty disclaimers, limitations of liability, indemnification, export compliance, notices, dispute resolution, and general terms survive termination.

Modifications and Version Deprecation

Modifications

VacationPort may modify the API Services, Content, Restrictions, Developer Documentation, Tracking Code requirements, and other elements of the API Services from time to time. Licensee must comply with modifications within thirty (30) days after notice unless VacationPort specifies a different period.

Licensee acknowledges that modifications may affect the Licensee Application, including the way it communicates with the API Services or displays or transmits data. VacationPort has no liability to Licensee or End Users for modifications or resulting adverse effects. Continued access to or use of the API Services after the applicable implementation period constitutes acceptance of the modifications.

Version Deprecation

VacationPort may, in its sole discretion, deprecate any API version by announcing an end-of-life date. VacationPort may cease support, error correction, updates, or availability for a deprecated version after the end-of-life date.

VacationPort will provide commercially reasonable notice of deprecation where practicable and may identify a recommended migration path. Licensee is solely responsible for migrating the Licensee Application to a supported API version before the end-of-life date. Failure to migrate may result in disruption or termination of service for the deprecated version.

If VacationPort determines that maintaining an API version poses a security, compliance, operational, or legal risk, VacationPort may accelerate deprecation and provide as much advance notice as practicable.

API Credentials and Security

Licensee is responsible for securing API credentials, tokens, keys, secrets, access controls, application infrastructure, logs, and all systems used to access the API Services. Licensee shall not embed credentials in publicly accessible code, client-side applications, repositories, or other locations where credentials may be exposed. VacationPort may rotate, revoke, suspend, or require replacement of credentials if it determines that credentials may have been compromised or misused.

Security and Platform Integrity

Passport Online uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and related systems. Customer remains responsible for maintaining the confidentiality of account credentials, securing Customer systems, devices, domains, social accounts, integrations, and third-party tools, and promptly notifying Passport Online of any suspected unauthorized access or misuse.

No internet-accessible service can be guaranteed to be completely secure, uninterrupted, or free from unauthorized access. Passport Online does not warrant that the Services will prevent all security incidents, data loss, service interruptions, malicious activity, or unauthorized access.

Passport Online may monitor use of the Services, investigate suspected misuse, and suspend, restrict, or terminate access where Passport Online reasonably determines that use of the Services creates a security, legal, supplier, platform, reputational, operational, or customer-impact risk.

Usage Analytics and Service Data

Passport Online may collect and use usage logs, diagnostic data, performance metrics, device and browser information, feature activity, integration activity, and similar service data to operate, secure, support, improve, and analyze the Services, to prevent abuse, to enforce these Terms, and to develop aggregated or de-identified business and product insights.

Passport Online will handle personal information in accordance with its applicable Privacy Policy. Customer is responsible for providing any privacy notices, consents, cookie disclosures, and opt-out mechanisms required for Customer's own websites, social accounts, end users, subscribers, clients, and marketing activities.

Automated and AI-Assisted Features

The Services may include or support automated, algorithmic, artificial intelligence, machine learning, content suggestion, scheduling, recommendation, or data-processing features. Any output, suggestion, draft, classification, recommendation, or automated action is provided for Customer review and convenience only.

Customer is solely responsible for reviewing, approving, and verifying all content, offers, prices, claims, disclosures, recommendations, and instructions before publication, distribution, reliance, or use. Passport Online does not provide legal, compliance, advertising, tax, or professional advice through automated or AI-assisted features and does not guarantee that any output will be accurate, complete, non-infringing, compliant, or suitable for Customer's intended purpose.

Accessibility

Passport Online may provide tools, templates, hosted pages, content features, or implementation support that can assist with accessibility efforts. Unless expressly stated in a signed written agreement, Passport Online does not warrant that any Service, website, content, template, integration, third-party product, or Customer Content will comply with WCAG, ADA, div 508, or any other accessibility standard or legal requirement.

Customer is responsible for reviewing Customer Content, configuration choices, third-party tools, embedded content, images, documents, forms, links, color choices, alternative text, and business-specific legal obligations for accessibility compliance. Accessibility consulting, remediation, audits, or custom development may require a separate written agreement and additional fees.

Beta, Preview, and Experimental Features

Passport Online may make beta, preview, pilot, trial, or experimental features available from time to time. Such features are provided for evaluation purposes, may be modified or discontinued at any time, may not be supported, and may be subject to additional restrictions.

Beta, preview, pilot, trial, and experimental features are provided "as is" and "as available," without warranties, service-level commitments, support commitments, or any obligation to continue making them available.

Electronic Communications and Signatures

Customer consents to receive notices, disclosures, agreements, invoices, renewal notices, service communications, and other communications electronically, including by email, through the Services, through a customer dashboard, or by posting updated terms on a website. Customer agrees that electronic signatures, click-through acceptance, online registration, order submission, payment authorization, and electronic records have the same legal effect as physical signatures and paper records.

Copyright Complaints and Takedown Requests

If Customer or any third party believes that content available through the Services infringes copyright or other intellectual property rights, the complaining party may submit a written notice to Passport Online identifying the allegedly infringing material, the rights claimed, contact information, and a statement that the complaint is made in good faith. Passport Online may remove or disable access to content that it determines may create legal, supplier, platform, or intellectual property risk.

Customers that repeatedly provide, publish, upload, request, or approve infringing content may be suspended or terminated. Passport Online may require additional verification, rights documentation, or indemnity before restoring disputed content.

Aggregate Liability Cap

To the maximum extent permitted by law, and except for amounts owed by Customer, Customer's misuse of the Services, Customer's indemnification obligations, or violations of Passport Online's intellectual property or confidentiality rights, each party's total aggregate liability arising out of or relating to the Agreement or the Services will not exceed the amounts paid or payable by Customer to Passport Online for the applicable Service during the twelve (12) months preceding the event giving rise to the claim.

The foregoing cap applies regardless of the legal theory asserted and does not expand any disclaimer, exclusion, or limitation of liability stated elsewhere in these Terms.

General Matters

Government Use

If Licensee is part of an agency, department, or other entity of the United States Government, use, duplication, reproduction, release, modification, disclosure, or transfer of the API Services is restricted in accordance with applicable federal acquisition regulations. The API Services are commercial items and commercial computer software documentation.

Export Controls

Licensee shall comply with all export laws, restrictions, and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other applicable United States or foreign authorities. Licensee shall not export or re-export the API Services in violation of such laws.

Notices

All notices shall be in writing and sent to the parties at the notice addresses in the applicable agreement or as otherwise designated by written notice. Notices may be delivered by personal delivery, courier, email, facsimile, or United States mail. Notices are effective when actually received, except that notices sent by United States mail may be deemed effective after deposit in the mail, properly addressed and postage prepaid, according to the applicable agreement.

Force Majeure

Neither party shall be liable for delay or failure of performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, embargoes, government actions, pandemics, telecommunications failures, internet disruptions, or similar events, provided the affected party uses commercially reasonable efforts to mitigate the effects and resume performance.

Choice of Law and Forum

These Terms are governed by the laws of the State of Oregon, excluding conflict of law rules. Venue for disputes relating to these Terms or the API Services shall be in Multnomah County, Oregon, unless otherwise provided in a written agreement.

Entire Agreement; Severability; Waiver; Assignment

These Terms, together with any applicable written agreement, order form, pricing plan, Developer Documentation, and incorporated policies, constitute the agreement between the parties regarding the API Services. If any provision is determined to be void or unenforceable, the remaining provisions remain in effect. A waiver of one breach does not waive any other breach. Licensee may not assign or transfer rights or delegate duties without VacationPort's prior written consent.