Ecosystem Membership Agreement
Last Modified: August 13, 2024
This Ecosystem Membership Agreement (this “Agreement”) is a binding contract between you (“Member” “you” or “your”) and Travtus Workforce, Inc. (“Company,” “we,” or “us”). This Agreement governs your access to and use of any Travtus Platform application programming interface.
BY CLICKING THE “I ACCEPT” BUTTON BELOW YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.
1. Definitions. “API” means the Travtus application programming interface and any API Documentation or other API materials made available by Company at https://docs.travtus.com/. “API Documentation” means the API documentation described at https://docs.travtus.com from time to time. “API Key” means the security key Company makes available for you to access the API. “API License Agreement” means the license agreement set forth at https://docs.travtus.com/travtus-api-and-webhook/api-license-agreement. “Company Offering” means the technology and application software made available by Company on a hosted basis as listed and described at [docs.travtus.com]. “Member Applications” means any applications developed or provided by you to interact with the API and/or be made available as part of the Company Offering.
2. API License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement and the API License Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use the API solely for your internal business purposes in developing Member Applications that will communicate and interoperate with the Company Offering which may include making Member Applications available for licensing by end customers of the Company Offering. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at https://docs.travtus.com to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
3. Use Restrictions. Except as expressly authorized under this Agreement, you may not: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (iv) remove any proprietary notices from the API; (v) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) use the API to transmit any infringing, unsolicited marketing communications, libelous, obscene, deceptive, defamatory, pornographic, racist, sexual, hateful, or otherwise objectionable (except as necessary for Customer’s instructional purposes, but in all cases in compliance with applicable law and regulation), unlawful or tortious material, or any other material in violation of a third-party right; (vii) use the API to harm or impersonate any person, or for any commercial purpose; (viii) combine or integrate the API with any software, technology, services, or materials not authorized by Company; (ix) design or permit Member Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (x) use the API in any of Member Applications to replicate or attempt to replace the user experience of the Company Offering; or (xi) attempt to cloak or conceal your identity or the identity of Member Applications when requesting authorization to use the API.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://docs.travtus.com from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
4. Member Applications. You agree to monitor the use of Member Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement or our Privacy Policy (as defined below), including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Member Applications from further use of Member Applications. You agree to provide a resource for users of Member Applications to report abuse of Member Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Member Applications.
5. Marketing. Each party (each, a “Service Provider”) hereby grants the other a limited, non-exclusive, non-transferrable, revocable, royalty free right and license to use the Service Provider Marks solely in connection with promoting Member’s participation in the Travtus ecosystem and the sale or licensing of Member Applications via such ecosystem, subject to any usage guidelines that a party may specify in writing from time to time. “Service Provider Marks” means Service Provider’s trademarks, service marks, trade names, and logos. All uses of the Service Provider Marks, and all goodwill associated therewith, will inure solely to the benefit of Service Provider. Neither party shall use any of the other party’s Service Provider Marks (whether individually or in combination, or in whole or in part): (A) in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies; (B) as part of its own corporate or trade name or any domain name; (C) in any way that may cause confusion, mistake, or deception; or (D) in any way that may dilute, tarnish, or otherwise diminish the Service Provider Marks’ distinctiveness, or jeopardize the reputation of or goodwill associated with the Service Provider Marks or the validity or Service Provider’s ownership of the Service Provider Marks or the registrations therefor. Other than the limited license granted above, each party retains all right, title and interest in its Service Provider Marks. Each party agrees that its use of the Service Provider Marks in connection with this Agreement will not create any right, title, or interest in or to the Service Provider Marks in favor of such party, and all goodwill associated with the use of the Service Provider Marks will inure to the benefit of the owner of the Service Provider Marks. From time to time Company may provide you with advertising, promotional or marketing materials relating to the Travtus ecosystem program (the “Marketing Materials”). You may not alter or modify the Marketing Materials without the prior written consent of Company. You may not make any representations, warranties, commitments or guarantees to any third party with respect to the Company Offerings, Travtus ecosystem, or any of the features or capabilities of the foregoing that are inconsistent with the then-current Marketing Materials supplied hereunder
6. No Support; Updates. This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Member Applications communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
7. Compensation. In consideration for your participating in Travtus ecosystem program as described under this Agreement, unless some other compensation arrangement is agreed to by the parties in writing, you shall pay to Company the a commission equal to ten percent (10%) of Net Revenue received by you with respect to the Member Applications during the first twelve (12) months of any agreement you have with end customers of the Member Applications (the “Commission”). “Net Revenue” shall mean all amounts received by you less taxes for licenses or sales of any Member Applications. Commissions shall be paid on a monthly basis based on revenue received during the prior month. You agree to invoice for all fees related to Member Applications from within the Company Offering and in the event you invoice any end customers for Member Applications outside of the Company Offering the Commission will increase to the greater of (i) four times (4x) the amount that would have been applied using the rate set forth above; and (ii) fifty thousand dollars ($50,000.00). You agree to provide Company with a monthly report detailing all sales and licenses of the Member Applications during the prior calendar quarter, the names of each end customer, and the Net Revenue received from each end customer for purposes of verifying the correct payment of all Commissions. In addition, Company and/or its designee shall have the right to audit your books and records upon at least ten (10) days’ notice in order to verify compliance with your obligations under this Agreement, provided that such audit shall occur during your normal business hours. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. In the event the parties agree to allow Member to refer new customers to Company in exchange for a commission, the terms of such arrangement will be set forth in a separate referral agreement entered into by the parties.
8. Collection and Use of Your Information. We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at www.travtus.com/privacy (the “Privacy Policy”).
9. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, the Company Offering, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Member Applications, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, or the Company Offering, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
10. Warranties and Disclaimers.
(a) Each party represents and warrants that it will comply with all applicable laws and regulations (including all applicable export control laws and restrictions) with respect to its activities under this Agreement.
(b) THE API, COMPANY OFFERING AND TRADEMARKS ARE PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OTHER THAN WITH RESPECT TO THE WARRANTIES SET FORTH IN SECTION 9(A) COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API, COMPANY OFFERING OR COMPANY TRADEMARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to (a) your use or misuse of the API or Company’s Service Provider Marks, (b) your breach of this Agreement, and (c) Member Applications, including any end user's use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval, which you agree to not unreasonably withhold or delay.
12. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
13. Term and Termination. The term of this Agreement commences when you access the API/acknowledge your acceptance of this Agreement by clicking the “I ACCEPT” button and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Service Provider Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement for cause upon thirty (30) days’ written notice to the extent we are in breach of any material provision of this Agreement and such breach is not cured within thirty (30) days’ of our receipt of such notice. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Service Provider Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.
14. Export Regulation. The API may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.
15. US Government Rights. The API is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
16. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on https://docs.travtus.com and/or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications.
17. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Each party agrees that any dispute shall be brought exclusively in the state or federal courts sitting within the judiciary district of the United States District Court in the Eastern District of Pennsylvania, Philadelphia County, and that it will submit to the jurisdiction of the state or federal courts therein, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
18. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address at 25 Liverpool Street, London, EC2M 7PD, United Kingdom and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.