This API License Agreement is between the party being issued Access Credentials (defined below) (“you,” “your,” or “yours”) and Digital Arbitrage, Inc. dba Cloudbeds (“Cloudbeds”) and governs your participation in Cloudbeds’ developers program and your use of Cloudbeds’ API (“Agreement”). BY CLICKING “I ACCEPT” OR ACCESSING THE API, YOU AGREE TO THESE TERMS. YOU MAY NOT USE ANY OF THE TOOLS OR THE API IF YOU DO NOT AGREE TO ALL OF THESE TERMS. By accepting this Agreement, you represent and warrant that you have the authority to bind the party being issued Access Credentials.
Access Credentials: means the confidential set of authentication credentials that Cloudbeds provides to you for your use of the API.
API: means any available Cloudbeds Application Programming Interface (“API”) and any accompanying or related documentation, source code, executable applications and other materials made available by Cloudbeds, including, without limitation, through its developer portal and website.
Application: means any software application, hardware, integrated solution , website or other interface that you develop, own or operate to interact with the API.
Developer Tools: means the Cloudbeds API, developer test accounts, and all other tools and information made available to you by Cloudbeds.
Cloudbeds Content: means all of the information stored in and retrieved from Cloudbeds databases. Cloudbeds Content does not include information that you obtain independent of Cloudbeds and the API.
Cloudbeds Site: means any website owned, operated, or controlled by Cloudbeds.
Cloudbeds User: means any person who accesses any page on any Cloudbeds Site.
Cloudbeds User Agreement: means the terms and policies on which Cloudbeds offers its services to Cloudbeds Users.
Your Users: means end-users of your Application, your service providers, and anyone who sublicenses your Application.
2. DEVELOPERS PROGRAM CONDITIONS
2.1 Participation in the Developers Program. The Cloudbeds Developers Program is a set of APIs and tools that allows you to create Applications to access and/or interact with Cloudbeds Content and Cloudbeds Sites and services. Participation in the Developers Program gives you access to Cloudbeds’ Developers Tools. These tools allow you to access Cloudbeds-branded sites and services and Cloudbeds Content, to develop Applications that integrate with or facilitate the use of Cloudbeds’ sites and services.
2.1.1 Permitted Uses. Your use of the Cloudbeds Developer Tools is permitted only for the purpose of facilitating your own or Your Users’ use of Cloudbeds’ sites and services.
2.1.2 Application Guidelines. You may develop, display or distribute Applications that interact with the API. You agree that you are solely responsible for the Applications that you develop, and Applications must comply with the requirements published by Cloudbeds.
2.2 API License
2.2.1 Using the API. Subject to this Agreement and guidelines outlined in the Cloudbeds Integrations Portal, with which you agree to fully comply, Cloudbeds grants you a non-exclusive, non-transferable, and non-sublicensable license to use the API solely to develop, test and support an integration of your application.
2.2.2 Access Credentials. Cloudbeds will provide you with Access Credentials that permit you to access Cloudbeds’ databases. The Access Credentials are the property of Cloudbeds and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate any term of this Agreement, or if Cloudbeds terminates this Agreement.
2.2.3 API Call Rate Limitations. The number of API calls you will be permitted to make during any given period may be limited to promote system stability and security. Cloudbeds will determine call limits based on its sole and absolute discretion and will make guidelines available on the Cloudbeds Integrations Portal. Cloudbeds will provide notification and guidance on resolution steps if call limits are exceeded but reserves the right to suspend API access if not resolved in a timely manner.
2.3 Cloudbeds Brand and Logos. Cloudbeds grants you a non-exclusive license to display certain logos as set forth in the “Cloudbeds Brand Guidelines” published in the Cloudbeds Integrations Portal. You must display logos in accordance with these guidelines and Cloudbeds reserves the right to have final approval over the placement of logos on your Application.
2.4 Certification. Cloudbeds requires your Applications to go through Certification to confirm the integration is functional and works as expected. You will be responsible to complete any modifications necessary to meet the Certification criteria (as outlined the Cloudbeds Integrations Portal) and you will not be permitted to proceed to the next development phase until Certification is complete. Significant modifications/enhancements of your Application are subject to re-Certification. Certification will be at your expense, and Cloudbedsaccepts no responsibility for your Application, despite any such Certification.
3. CLOUDBEDS CONTENT
3.1 Using and Displaying Cloudbeds Content. Display of Cloudbeds Content is permitted only within your Application. You may use and display Cloudbeds Content only in accordance with the following guidelines:
3.1.1 Authentication. You may provide access to Cloudbeds Content only after “Authentication” which occurs when a Cloudbeds User grants the Application access to that Cloudbeds User’s Cloudbeds Content via Cloudbeds oAuth 2.0 protocol.
3.2 Protecting User Privacy
3.2.1 Collecting and Using Personal Data. Your participation in the Developers Program and your use of the Developers Tools are subject to the provisions related to “Personal Data” set forth in Section 5 of this License Agreement.
3.2.3 Communication. You will not use Personal Data from Your Users or from Cloudbeds Users that you received from Cloudbeds to send or enable sending of unsolicited communications of any type. You may communicate with Your Users, or send communications initiated by and on behalf of Your Users to other Cloudbeds Users, to facilitate a Cloudbeds transaction. You may also send communications that users have explicitly consented to receive.
4. RESTRICTED ACTIVITIES
You may not use or access (nor facilitate or enable others to use or access) the Developers Tools or Cloudbeds Content in any way not expressly permitted under this Agreement. For example, you will not directly and you will not facilitate nor enable others to:
4.1 Distribute, publish, or allow access to the API or Cloudbeds Content from any location or source other than your Application
4.2 Enable or permit the disclosure of Cloudbeds Content other than as authorized under this Agreement.
4.3 Commercialize (that is, sell, rent, trade or lease), distribute, copy or store the Cloudbeds Content, other than for the intermediate purposes allowed by this Agreement;
4.4 Use the API to substantially replicate or compete with core products or services offered by Cloudbeds
4.5 Frame any web page served by Cloudbeds within your own application or develop add-ons that modify the Cloudbeds Site and overall user experience
4.6 Collect Personal Data of any Cloudbeds User other than as provided in this Section 5 of this Agreement .
4.7 Modify, decompile, reverse engineer or otherwise alter the Developers Tools, API or Cloudbeds Content.
4.8 Use robots, spiders, scraping or other technology to access or use Cloudbeds Content or any Cloudbeds Sites or services to obtain any information beyond what Cloudbeds provides to you under this Agreement.
4.9 Knowingly create an Application that may be used to violate the Cloudbeds User Agreement or any other Cloudbeds policy or applicable law.
4.10 Use the API in a manner that exceeds reasonable request volume as outlined in our documentation, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of Cloudbeds requirements.
4.11 Have your Application or your use of Cloudbeds Content or any of the Developers Tools: (i) be false, inaccurate or misleading; (ii) infringe on Cloudbeds or  any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
4.12 Provide any data or information to Cloudbeds unless you represent and warrant that it is accurate and that you have all rights necessary to provide such data or information to Cloudbeds, and for Cloudbeds to use it.
5.1 "Personal Data" means any information about an identified or identifiable person, including any information deemed "personal information" or "personal data" under applicable privacy and data security laws and regulations, which laws and regulations shall include, without limitation, the EU Data Protection Directive (95/46/EC), EU Directive on Privacy and Electronic Communications (2002/58/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces or consolidates any of them, including Regulation (EU) 2016/679) ("GDPR"), and those of the United States, the United Kingdom and Switzerland (collectively, "Applicable Privacy Law").
5.2 You are the controller of any Personal Data made available to your organization through the API. As a controller of that Personal Data, you are responsible for complying with all obligations under Applicable Privacy Law. You are also responsible to see that any of your third-party service providers who receive any Personal Data also comply with Applicable Privacy law. You are responsible and liable for any claims, losses, expenses, costs or damages arising from, or arising out of, a claimed or actual failure to comply with Applicable Privacy Law by you or any of your third-party service providers.
5.3 You must not use Personal Data that you receive through the API for any purpose other than the use allowed under this Agreement and any terms of service applicable to your use. In addition, where any data subject has authorized your organization to use his or her Personal Data, your organization must use that Personal Data consistent with and only to the extent of such authorization, it being understood that all data privacy and usage limitations in this API License Agreement, and any other applicable terms apply equally to equivalent data collected separately under the terms of any such contract. In addition, you must comply with your obligations under Applicable Privacy Law relating to the use, disclosure, storage or other operations with respect to Personal Data and must notify us if you determine that you cannot provide the level of protection required under these API Terms, in which case we may terminate your use of the API without any further liability on our part.
5.4 You agree to allow us to disclose your receipt of Personal Data and the purposes for which we have provided such Personal Data. You also agree that if we notify you that any data subject has requested to opt out of disclosure or use of such Personal Data, you must comply with our instructions regarding the cessation of use, disclosure, storage, deletion or other operations with respect to such Personal Data.
5.5 You agree to assist us in any of our compliance efforts in connection with Applicable Privacy Laws. Such assistance may include, without limitation, updating, returning and/or deleting Personal Data at our request if we reasonably suspect a breach of this Agreement. The obligations contained in this Section 5 survive any termination of this Agreement for so long as your organization has custody, control or possession of Personal Data made available to you by us.
5.6 If any of your end users or customers will have access to the API you must: (i) include in your terms or agreements with those end users and customers that use of the API is subject to this Agreement and any other terms incorporated by this Agreement; and (ii) ensure that any such use complies with Applicable Privacy Law.
You and your Application will comply with the Cloudbeds User Agreement and all applicable Cloudbeds Site policies. In the event of a conflict between this Agreement and the Cloudbeds User Agreement, this Agreement will control.
6.1 Modification of the API, Sites and Services. To maintain stability and integrity, Cloudbeds may modify Developers Tools and the API at any time. Cloudbeds generally avoids backwards incompatible changes but may do so to evolve the platform. Cloudbeds will strive to provide 30 days notice for modifications that will require you to make changes to your Application at your own cost. You should consider subscribing to API Updates newsletter or viewing our changelogs to stay current with updates.
6.2 Modification of this Agreement. Cloudbeds may change the terms of this Agreement in order to maintain a viable Developer Program. If material changes are made, we will provide you with reasonable notice via email associated with your account or by in-app messaging. The most current version of this agreement can be viewed on this page and will supersede all previous versions of the agreement. Except where stated otherwise herein, all amended terms will be effective on the date set forth in our notice, all other changes will become effective upon posting. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT. YOUR CONTINUED ACCESS OR USE OF THE API AND DEVELOPER TOOLS AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
7. MONITORING AND ENFORCEMENT
7.1 Remedy for Breach. If Cloudbeds, in its sole discretion, believes that you or your service providers have breached this Agreement or engaged in fraudulent activity, Cloudbeds may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, or suspending your API license.
7.2 Corrective Action. In addition to any other available remedies, Cloudbeds may seek specific performance, injunctive relief or attorneys’ fees. Cloudbeds reserves the right to take other corrective action as Cloudbeds sees fit in the event that Cloudbeds receives complaints from Cloudbeds Users about your Application or your actions.
8. OWNERSHIP AND LICENSING
8.1 Ownership. As between Cloudbeds and you: (i) Cloudbeds retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Developers Tools, Cloudbeds Content, Cloudbeds Site, any and all Cloudbeds services, and any content Cloudbeds created or derived therefrom; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Application, excluding the aforementioned rights in this Section 8.1(i) above owned by or licensed to Cloudbeds. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Cloudbeds or its suppliers. You will not take any action inconsistent with Cloudbeds’ ownership of the Developers Tools, Cloudbeds Site, and/or Cloudbeds Content. Neither party will exceed the scope of the licenses granted hereunder.
8.2 License. You agree that Cloudbeds may use your company name and logo as reference for advertising or promoting your integration with Cloudbeds, subject to your standard trademark usage guidelines provided to us.
8.3 Competitive or Similar Materials. In no event will Cloudbeds be precluded from offering products / services which are competitive with, or identical to, your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.
9. WORKING WITH THIRD PARTIES
9.1 Service Providers. You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject your service providers to all of the conditions and restrictions of this Agreement. You acknowledge and agree that any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you.
9.2 Sublicensing. Except as set forth in this Section 9, all license rights (under any applicable intellectual property right) granted to you by Cloudbeds are not sublicenseable, transferable or assignable. You may sublicense your right to display the Cloudbeds Content and the Cloudbeds Logos to Your Users solely to enable them to display Cloudbeds Content and the API Logos on their computer screens or websites through your Application, provided Your Users shall expressly agree to the provisions of this Agreement and any other terms or policies shown on Cloudbeds Sites. As a third-party beneficiary to all sublicenses pursuant to this Agreement, Cloudbeds will have the right, in its sole discretion, to directly enforce any term of the sublicense agreement against Your Users. You acknowledge and agree that any act or omission by Your User(s) amounting to a breach of this Agreement will be deemed a breach by you.
10. FEES AND PAYMENTS (NOT APPLICABLE)
11. AVAILABILITY, SECURITY AND STABILITY
It is in the best interests of both parties that Cloudbeds maintain a secure and stable environment. In the event of degradation or instability of Cloudbeds’ system or an emergency, Cloudbeds may, in its sole discretion, temporarily suspend your access to the Developers Tools or Cloudbeds’ sites and services under this Agreement. Cloudbeds will strive to provide 30 days notice when it must conduct maintenance on or stop providing any of the Developers Tools, or its sites or services, but reserves the right to do so with or without notice to you. Your continued access to the Developers Tools and Cloudbeds Content is subject to your compliance with the described in the API Security Standards, incorporated herein by this reference.
12. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
NO WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND CLOUDBEDS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
EXCEPT AS EXPRESSLY STATED HEREIN, CLOUDBEDS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLOUDBEDS DOES NOT REPRESENT OR WARRANT THAT ANY CLOUDBEDS SITE, SERVICES, OR DEVELOPERS TOOLS WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL LOGOS, PRODUCTS AND SERVICES PROVIDED BY CLOUDBEDS HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.
LIMITATION ON LIABILITY. CLOUDBEDS WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, CLOUDBEDS AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO CLOUDBEDS BY YOU FOR THE DEVELOPERS TOOLS IN THE MONTH PRECEDING THE CLAIM. IN THE EVENT THAT THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT, CLOUDBEDS AGGREGATE LIABILITY IS IN ANY CASE LIMITED TO $5,000 PER EVENT, A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT.
You will indemnify, defend and hold harmless Cloudbeds, its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to (i) use of the Developers Tools; or (ii) the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. At Cloudbeds option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Cloudbeds may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without Cloudbeds prior written consent).
14. TERM AND TERMINATION
14.1 Term. The term of this Agreement will begin on the date on which you agree to them or by accessing/using the Cloudbeds API. It will continue until terminated in accordance with this Agreement.
14.2 Your Right to Terminate. You may terminate this Agreement at any time, for any or no reason by emailing a termination notice to firstname.lastname@example.org and email@example.com; any other methods used by you to terminate the Agreement will be void and will not result in a termination. Your termination notice will be effective when it is received by Cloudbeds.
14.3 Termination. The license that is granted hereunder is dependent on your compliance with this agreement and terminates if you fail to comply with the terms. CLOUDBEDS RESERVES THE RIGHT TO SUSPEND YOUR ACCESS TO THE API OR TERMINATE THIS AGREEMENT FOR ANY REASON, WITH OR WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU.
14.4 Effect of Termination. Upon the termination of this Agreement, your Access Credentials will be revoked and all licenses granted hereunder will terminate, and you will pay all past-due fees . You will destroy all your intermediate copies of Cloudbeds Content and Personal Data within ten days of termination and provide written proof of destruction to Cloudbeds upon request.
14.5 Survival The following Sections will survive any termination of this Agreement:  Definitions,  Cloudbeds Content,  Restricted Activities,  Cloudbeds Policies, [8.1] Ownership and Licensing,  Fees and Payments,  Disclaimer of Warranties & Limitation of Liability,  Indemnification, [14.4] Effect of Termination,  Confidentiality,  Publicity,  Miscellaneous, and any other provision that by its nature is intended to survive termination of this Agreement. 
“Confidential Information” will include all information provided by Cloudbeds to you under this Agreement, including without limitation, Developers Tools, Cloudbeds Content, and Access Credentials. You will not use or disclose Confidential Information other than as required to perform under and permitted by this Agreement. Your confidentiality obligations will survive the termination of this Agreement for three years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Cloudbeds will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to Cloudbeds hereunder is considered by Cloudbeds to be non-confidential. Cloudbeds has no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by you to Cloudbeds. You acknowledge and agree that any information you provide to Cloudbeds is solely to consider a business relationship under this Agreement and you have no expectation of payment.
16. PUBLICITY (Not relevant as agreement will be public)
You will not make any public statement regarding this Agreement, the terms of this Agreement, any aspect thereof, the Developers Tools, or the Cloudbeds Developers Program without Cloudbeds’ prior written approval which may be withheld in Cloudbeds’ sole discretion. You permit Cloudbeds to make public statements about your use of the Developers Tools or participation in the Cloudbeds Developers Program.
17. LAW AND VENUE
This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in California, and the parties hereby agree to submit to such jurisdiction.
Entire Agreement. You agree that this Agreement, and any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and any conflicting or additional terms contained in other documents or oral discussions are void. Any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties.
Notices. Any notices to Cloudbeds must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt.
No Informal Waivers. Either party’s failure to enforce any part of this Agreement does not constitute a waiver of the agreement.
Severability. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect.
Assignment. Neither party may assign this Agreement without the prior express written permission of the other party; provided that your consent shall not be required for Cloudbeds’ assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of Cloudbeds’ stock, assets or business, or (3) to a related entity.
Relationship of the Parties. You and Cloudbeds are not legal partners or agents, but are independent contractors.