lastminute.com Partner Connect
Developer End-User License Agreement

This Developer End-User License Agreement (“Developer EULA”) is an agreement between you and LMNext UK Limited (collectively with its affiliates, “lastminute.com”). This Developer EULA is a license agreement for the lastminute.com Partner Connect (defined below) and API specifications (including for lastminute.com Partner Connect API specifications), which may include specification documentation, associated media, printed or electronic materials, and online materials and data (collectively, "API Specifications"). By copying or otherwise using the API Specifications or lastminute.com Partner Connect, you agree to be bound by the terms of this Developer EULA. lastminute.com may modify the terms of the Developer EULA at any time with or without notice to you. If you do not agree to be bound by the terms of this Developer EULA, do not copy or otherwise use the API Specifications or the lastminute.com Partner Connect.

You agree to use the API Specifications only for the following purpose: as necessary for developing an electronic connection (“Connection”) that would permit hotels (or others on their behalf) to communicate room rate, availability and related information, including updates to room rates and availability, via lastminute.com interfaces (“Interface”) and electronically retrieve bookings made on websites specified by lastminute.com (collectively, the “lastminute.com Partner Connect”) subject to the limitations and conditions described herein.

lastminute.com grants you the following rights, which are conditioned on your compliance with all terms and conditions of this Developer EULA, including all of your obligations described herein:


1. OBTAINING API SPECIFICATIONS; BUILDING THE CONNECTION:

a) You must open a lastminute.com Partner Connect account with lastminute.com to obtain your user name and password. You will be required to provide certain personal information to open and establish your lastminute.com Partner Connect account. You are responsible for safeguarding your user name and password, and for all use of your lastminute.com Partner Connect account. Specifically, you agree that you shall (i) allow access to your lastminute.com Partner Connect account only to those of your employees who have a legitimate need for such access for the sole purpose of fulfilling your obligations under this Developer EULA, (ii) keep confidential, and require your employees to keep confidential, all passwords and other security measures necessary to access your lastminute.com Partner Connect account, and (iii) promptly report to lastminute.com any unauthorized access to your lastminute.com Partner Connect account.

b) The API Specifications consist of detailed technical specifications and other information required for developing a Connection to the Interface for use of the lastminute.com Partner Connect. To be approved by lastminute.com, your Connection must (i) permit a hotel to communicate updated room rates and availability information, as well as other related information required by lastminute.com electronically via the Interface and (ii) electronically retrieve bookings made on websites specified by lastminute.com. lastminute.com shall have no obligation to approve your Connection, and reserves the right to reject your Connection in lastminute.com’ s reasonable discretion.

c) You may make and use an unlimited number of copies of the API Specifications, so long as all such use complies with this Developer EULA. You agree not to disclose, reproduce, summarize and/or distribute the API Specifications except in good faith, and only for the purposes described in this EULA, and in all cases subject to the terms and conditions of this EULA.

d) lastminute.com reserves the right, at its sole discretion, to change or otherwise modify the API Specifications and/or lastminute.com Partner Connect at any time without prior notice. You must obtain and use the most recent version of the API Specifications to ensure you retain a fully functional connection to the lastminute.com Partner Connect. Your continued use of the API Specifications and/or lastminute.com Partner Connect signifies your acceptance of the updated or modified API Specifications and Developer EULA.

e) The current versions of the API Specifications are available at the application websites designated by lastminute.com from time to time, including http://connect.lastminute.com, or at any other Web site identified by lastminute.com (collectively, "Application Websites").

f) You are solely responsible for all costs and expenses you may incur in building your Connection and/or using the lastminute.com Partner Connect.

g) You warrant that your use of the API and lastminute.com Partner Connect complies with all applicable law.

2. TEST REQUIREMENTS.

a) You must test the code you developed on the test system made available by lastminute.com to confirm that your code complies with the then-current API Specifications. Any Connection that does not meet lastminute.com's standards will be rejected in lastminute.com’s sole discretion.

b) Once you have successfully completed your schema test you must use one of lastminute.com’s test hotels and then proceed to the standard pre-production test plan to confirm that your code complies with the then-current API Specifications. Details on test hotel credentials, availability, and test plan will be provided by the lastminute.com connectivity account management team.

3. CONNECTION ACTIVATION.

a) Upon activation of your Connection by lastminute.com, you are responsible for delivering the Connection to any hotels to which you intend to provide, sell, or otherwise make available, a Connection. You are solely responsible for all costs and expenses you may incur in marketing, distributing, or otherwise making available the Connection to any person. Neither lastminute.com nor any of its affiliates has any obligation to assist in distribution of your Connection.

b) Access to the API Specifications and/or development of a Connection does not guarantee access to or use of the lastminute.com Partner Connect.

4. FEES. You may charge hotels in relation to the Connection, including for its development, installation, licensing, maintenance and support services that you provide. You agree that any Connection developed by you shall be made available to hotels on terms that are as favorable as the terms and conditions (including as to pricing and availability) you offer connections between any other hotels and any other booking interfaces (including but not limited to the Interface). For the avoidance of doubt, you agree that (i) the cost to hotels of using the Connection shall not be higher than any connection you provide to any other booking interface and (ii) the conditions to using the Connection shall not be more restrictive or onerous in any material respect than the conditions you require with respect to any connection you provide to any other booking interface.

5. SUPPORT AND TRAINING. It is your obligation to provide training and support, solely at your cost and expense, to any hotel to which you have provided, sold, licensed, or otherwise made available, a Connection to lastminute.com Partner Connect. Neither lastminute.com nor any of its affiliates has any obligation to provide any training and support related to your Connection for any reason whatsoever.

6. INTELLECTUAL PROPERTY. lastminute.com is the owner of the lastminute.com Systems (defined below), everything on its side of the Connection, the Confidential Information of lastminute.com, and all related intellectual property (collectively, the “lastminute.com Intellectual Property”). The “lastminute.com Systems” means the software, databases (including without limitation, lastminute.com’s extranet database), products, Feedback (as defined below), and all other components that make up the service that is used and marketed by lastminute.com to enable travelers to shop for, reserve, book, and pay for travel services through a computer, a phone, other interactive device, or any other booking channel. lastminute.com reserves all rights to the lastminute.com Intellectual Property not expressly granted in this Developer EULA. The “Feedback” means any modifications or enhancements to any part of the lastminute.com Systems suggested or requested by you or any other person, whether or not accepted or implemented by lastminute.com, including any ideas, feedback, suggestions, requests, comments and the like. You hereby assign and agree to assign to lastminute.com all rights, title and interest worldwide in and to the Feedback and the related intellectual property rights (including, without limitation, copyright and patent rights). You agree not to: (a) use, or permit the use of, lastminute.com’s Intellectual Property in a manner not authorized by this Developer EULA (unless expressly authorized by another applicable agreement), (b) encumber the lastminute.com Intellectual Property in any way, (c) damage, misuse, disassemble, reverse engineer or otherwise modify, tamper with, or attempt to decrypt the lastminute.com Intellectual Property, (d) access data not intended for the purposes of this Developer EULA, (e) attempt to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without prior written authorization from lastminute.com, (f) attempt to interfere with the lastminute.com Partner Connect or any other user of the API Specifications, including without limitation by use of a virus or other malicious code, or (g) make any other illegitimate use of the API Specifications or lastminute.com Partner Connect. You will not attempt to patent an invention, register copyrighted work, or obtain any other intellectual property right that is part of the lastminute.com Intellectual Property. You will reimburse lastminute.com for all costs and expenses of any legal proceeding instigated in connection with any such attempt or any other suspected or threatened violation of this section 6.

7. NO WARRANTIES; LIMITATION OF LIABILITY. lastminute.com makes no warranties or representations regarding the lastminute.com Systems or lastminute.com Partner Connect, which are provided “AS IS”. lastminute.com makes no warranty that (A) the Connection will meet any hotels requirements; (B) the Connection will be uninterrupted, timely, secure, or error-free; (C) the results obtained from use of the Connection will be accurate or reliable; or (D) that any errors will be corrected. You acknowledge all lastminute.com Intellectual Property made available under this Developer EULA is furnished “as is.” To the fullest extent permitted by law, lastminute.com disclaims all warrantIES or conditionS of any kind, express, implied, statutory or otherwise, including any warranty or condition of merchantability or fitness for particular purpose, title, non-infringement, and any implied warranties and conditions arising from a course of dealing, usage of trade, or course of performance. In no event will lastminute.com be liable for any indirect, incidental, special or consequential damages arising out of or in any way connected with this Developer EULA, any lastminute.com Intellectual Property, or for any information, product or service obtained through lastminute.com, the lastminute.com Systems, the lastminute.com Partner Connect, the lastminute.com Intellectual Property or otherwise arising out of the use of any of these, whether based on contract, tort, strict liability or otherwise, even if lastminute.com has been advised of the possibility of such damages. IN THE EVENT THE LIMITATIONS IN THE SECTION ARE HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, LASTMINUTE.COM’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO US$500.00.

8. CHANGE OR CANCELLATION OF THE LASTMINUTE.COM PARTNER CONNECT. lastminute.com may change, suspend or discontinue in its entirety, or any aspect, of the lastminute.com Partner Connect, including its availability, at any time, and may suspend or terminate your and/or any individual hotel’s use of the lastminute.com Partner Connect at any time. In addition, lastminute.com may terminate the lastminute.com Partner Connect at any time, for any reason, or for no reason including, but not limited to, if you or any hotel engages in any action that reflects poorly on lastminute.com or otherwise disparages or devalues lastminute.com’s reputation or goodwill.

9. TERMINATION. lastminute.com may terminate this Developer EULA at any time for any reason. Upon termination of this Developer EULA, you will immediately cease to use all lastminute.com Intellectual Property, immediately return to lastminute.com all lastminute.com property in your custody or control, and immediately return or destroy (and confirm in writing the return or destruction, at lastminute.com’s option, of) all originals, copies, reproductions, translations, compilations, notes and written summaries of the Confidential Information of lastminute.com. Provisions related to limitation of liability, intellectual property ownership, and confidentiality shall survive termination of this Developer EULA along with any other provisions which by their nature are intended to survive.

10. INDEMNIFICATION. You agree, at your expense and on lastminute.com’s request, to hold harmless, indemnify, and defend lastminute.com or any of its directors, employees, or agents, against any third-party claim or action brought against any of them, arising from or relating to your use of the API Specification or lastminute.com Partner Connect, or breach of this Developer EULA.

11. CONFIDENTIALITY. Without the express written consent of the disclosing party, no party shall disclose or allow the disclosure to any third party, or use other than as specifically permitted in this Developer EULA, any confidential, proprietary, or trade secret information (“Confidential Information”) of such disclosing party. A party shall not be liable for the disclosure of Confidential Information if such information (a) becomes publicly available without the receiving party's breach of any obligation owed to the disclosing party, (b) became known to receiving party prior to disclosing party’s disclosure of such information, (c) became known to receiving party from a source other than disclosing party where such source did not breach an obligation of confidentiality owed to disclosing party, (d) is independently developed by the receiving party, or (e) is required to be disclosed by law.

12. MISCELLANEOUS. You are solely responsible for the quality of the technical solution you develop using the API Specifications, including your Connection. lastminute.com is not liable to you or any other party (including any hotel) for damages of any sort resulting from any decision by lastminute.com to reject or terminate your Connection. You shall have in place physical, electronic and procedural security measures that are reasonable and appropriate to protect the security, confidentiality, and integrity of Personally Identifiable Information, and that are sufficient to comply with all applicable laws. Such security measures shall also include prompt notification of lastminute.com, and in all cases no later than one (1) day from the date of obtaining actual knowledge of any loss, unauthorized use or access or, or other act or omission that compromises the security, confidentiality or integrity of Personally Identifiable Information (“PII”). For purposes of this section, “PII” shall include any information that can be used to identify, locate, or contact an individual, including an employee, customer, or potential customer of lastminute.com, such as, by way of example, first or last name, address, or telephone number. This Developer EULA is governed by the laws of England and Wales. without giving effect to any conflict of law principles that would result in the application of the laws of any other jurisdiction. Each party consents to the exclusive jurisdiction and venue of the courts of England and Wales, for all disputes arising out of or relating to this Agreement. Any waiver or modification of this Developer EULA must be in writing and signed by lastminute.com to be effective.