This API LICENSE AGREEMENT(“Agreement”) legally binds you and TuGo. If you are developing on behalf of a company or other organization, you represent that you have authority to bind that entity to this Agreement, in which case the terms “you” or “your” shall refer to such entity.
TuGo is providing the API to permit approved third parties, including: (i) licensed travel insurance companies and brokers and their developers; (ii) developers of travel related websites or apps; and (iii) hospitals, clinics or claim management software developers; to access TuGo’s data and services for use by authorized third party companies and application developers, including services related to: (A) the pricing and purchasing of travel insurance; (B) retrieval of travel advisories; and (C) the submission and retrieval of travel insurance claims.
In this Agreement, the following terms will have the following respective meanings:
1.1 “API” means the application programming interface (or similar technology) offered by TuGo through the TuGo Developer Portal to allow authorized third parties to display API Content to its users through your Application.
1.2 “API Content” means information delivered through the API, subject to its appropriate license terms, as identified below, and includes travel insurance product information, rates and premiums, and policy information owned and created by TuGo, travel advisories sourced from the Government of Canada and claims information owned by TuGo.
1.3 “Application” means the website or software application owned by you and primarily visited or used by your customers or third party end users (“End Users”).
1.4 “Intellectual Property Rights” means any and all intellectual property rights existing from time to time in any part of the world under applicable law, including without limitation applicable patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all applications, renewals, extensions and restorations of such rights, now or hereafter in effect worldwide.
1.5 “TuGo Developer Portal” means the website and related materials and resources currently located at http://developer.tugo.com.
1.6 “TuGo Group” means TuGo and its successors, assigns, directors, officers, employees, shareholders, agents and related corporations, including any parent, affiliate or subsidiary.
1.7 “TuGo Marks” means the TuGo trademarks, service marks, logos, trade names, and brands designated in the TuGo Developer Portal for use with the API and API Content to identify TuGo products and services in your Application.
2. Subject to the terms and conditions of this Agreement, TuGo grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API to develop, test, connect with, and support your Application through requesting and receiving API Content for display within your Application for the benefit of your End Users to provide quotes, promote and sell TuGo products and services, and provide additional travel information. TuGo reserves all other rights to use and access the API not expressly identified herein.
3. Access to the API may be granted, in TuGo’s sole discretion, through licensed access credentials after creating a TuGo Developer account. You may not access the API in any other manner. TuGo owns all access credentials to the API, and your use of such access credentials may be suspended or cancelled by TuGo upon violation of this Agreement or in the sole discretion of TuGo to protect the API, API Content, or TuGo systems. TuGo reserves the right to limit access to the API and API Content by various means, including, but not limited to, by restricting the number and frequency of information and API Content delivered. Access and usage limitations may be identified in the TuGo Developer Portal and are subject to change at any time.
4. You agree that prior to using the API you will implement, configure and test your use of the API and the Application in accordance with the instructions and requirements of TuGo from time to time. You will not use the API in a live production environment until receipt of formal written technical, product and compliance approval from TuGo.
5. Use of the API is subject to reasonable information security policies and procedures of TuGo, and which may be amended from time to time. Your continued use of the API will constitute your notice of, and agreement to, any amended policies and procedures. When using the API, you may not:
5.1 disrupt, interfere with, or adversely impact the access or use of the API by TuGo or others;
5.2 disclose, share, or transfer your access credentials to any third party or allow anyone else to access your TuGo Developer Portal account;
5.3 use the API for purposes of monitoring the availability, performance or functionality of any of TuGo’s products or services, or for any other benchmarking or competitive purposes;
5.4 use or access the API or TuGo products or services for the purposes of load, stress or endurance testing the API, your Application or other applications or services without the prior consent of TuGo;
5.5 modify, obscure, circumvent, or disable any element of the API or its access control features;
5.6 infringe, misuse, or claim ownership of TuGo intellectual property or Intellectual Property Rights therein;
5.7 transmit any viruses, worms, defects, Trojan horses, or any other malware through your Application or use of the API;
5.8 use it with an Application that is offensive, abusive, libelous, harassing, threatening, discriminatory, vulgar, pornographic, unethical, unlawful, or otherwise inappropriate as determined by TuGo in its sole discretion; or
5.9 except as expressly authorized by TuGo, use any robot, spider, retrieval application, or other automated functionality to retrieve or index any portion of TuGo data, products, or services for any unauthorized purpose.
7. When using the API Content, you may not:
7.1 combine, merge, or mix the API Content with your or any third party’s data, or other TuGo data obtained outside the API without the prior written consent of TuGo;
7.2 retrieve API Content or sell, lease, disclose, transfer, or sublicense API Content to any third party, directly or indirectly, by means other than through normal user interaction in your Application, such as through batch, bulk, or automated retrievals or transfers;
7.3 charge any incremental fees (including content specific or premium charges, but excluding general fees for your Application) for access to API Content or for integration of the API in your Application; or
7.4 use the API Content on a stand-alone basis, for instance, including it in an Application that does not provide other material content or functionality, unless TuGo approves such solution in a mutually executed written agreement.
8. 1. Your Application may enhance the display of the API Content to format the API Content and otherwise enhance the End User experience. Any other modification of API Content must comply with this Agreement and the Documentation. If the API Content includes hyperlinks to a TuGo website, the Application must use the complete, unaltered URL as the HREF or comparable functional link given to the End User for proper tracking and functionality. Promptly upon request, you agree to provide TuGo reasonable access to your Application for review of compliance with this Agreement and its related requirements. You will diligently correct any material bugs or faults in your Application that cause it to incorrectly access the API or display API Content. Regardless of how you use the API and API Content in your Application, you may not at any time, surviving termination of this Agreement, prevent or restrict TuGo from any use, functionality, or display of its API or API Content in any manner, for any purpose, with any end user, in any application, or in any medium, now known or later developed.
9. TuGo will provide basic technical support via web forums, FAQs, other Internet-based documentation or by telephone support to authorized developers at its sole discretion.
10. TuGo reserves the right to update the API from time to time. TuGo will endeavour to make API updates that do not affect the successful operation of Applications using existing API versions. Notwithstanding the foregoing, you will be responsible for verifying that your Application continues to operate properly after an API update is released. TuGo may always, in its sole discretion, make immediate API updates or disable existing API functionality for security purposes or when an API harms the interests of TuGo.
11. Between TuGo and you, TuGo retains all Intellectual Property Rights in the API, API Content, TuGo Marks, and all other TuGo intellectual property related to this Agreement, even if included with your Application, and you retain all intellectual property rights in your Application.
12. TuGo hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to include TuGo Marks in your Application solely for the limited purpose of identifying the source of the API Content. You will strictly follow all rules and guidelines identified in the TuGo Developer Portal and otherwise provided to you regarding proper use of the TuGo Marks. Your use of the TuGo Marks: (i) must be in conjunction with the API and API Content in your Application; (ii) cannot be to disparage or harm TuGo; (iii) is subject to approval in TuGo’s sole discretion; and (iv) shall inure exclusively to TuGo. You may not use the TuGo Marks for any purpose not expressly authorized herein.
13. TuGo shall be responsible for making API Content available to you. You are solely responsible for your Application and any claims made by your End Users related to your Application, including its development, operation, and maintenance and all materials that appear on or within it. For example, you are solely responsible for:
13.1 adhering to the requirements and guidelines of TuGo regarding the provision or display of API Content, including business rates and other content;
13.2 monitoring and quality control for any errors or omissions in your use of the API or API Content. Without limiting the generality of the foregoing, TuGo may, but is not obligated to, perform spot testing from time to time on your use of the API and API Content;
13.4 creating and posting, and ensuring the accuracy, completeness, and appropriateness of, information posted on your site;
13.5 displaying API Content in compliance with this Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
13.6 presenting API Content on or within your site in a manner that does not infringe, violate, or misappropriate the rights of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights); and
13.7 the technical operation of your Application.
15. You acknowledge and agree that TuGo considers the API access credentials and non-public information about the API and API Content disclosed to you to be confidential and proprietary information of TuGo (“Confidential Information”) which may not be disclosed to any third party, except contractors working on your behalf who are subject to non-disclosure obligations that sufficiently protect such information, without the prior written consent of TuGo. Upon termination of this Agreement, you agree to destroy all copies of Confidential Information in your or your contractors’ possession or control, except to the extent retained in protected archives and, upon request, certify such destruction to TuGo.
16. TUGO PROVIDES THE API AND API CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TUGO GROUP DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. THE TUGO GROUP FURTHER DISCLAIMS ANY CONDITION OR WARRANTY IMPLIED BY LAW REGARDING THE API OR API CONTENT, INCLUDING WARRANTIES OR CONDITIONS OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE TUGO GROUP FURTHER DISCLAIMS ANY WARRANTIES OR CONDITIONS REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OR PERFORMANCE OF THE API. YOU UNDERSTAND AND AGREE THAT YOU WILL USE THE API AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ANY COMPUTER SYSTEM OR ANY LOSS OF DATA THAT ARISING FROM YOUR USE OF THE API.
17. THE API AND API CONTENT ARE PROVIDED TO YOU AT NO CHARGE. ACCORDINGLY, YOU AGREE THAT FOR TUGO TO OFFER THIS SERVICE FOR COMMERCIAL USE, THE TUGO GROUP SHALL HAVE LIMITED LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE API AND API CONTENT. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ANY OF THE TUGO GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE CUMULATIVE MAXIMUM, AGGREGATE LIABILITY OF THE TUGO GROUP TO YOU UNDER THIS AGREEMENT OR RELATED TO THE API OR API CONTENT SHALL NOT, IN ANY EVENT, EXCEED FIFTY CANADIAN DOLLARS.
18. You shall indemnify and hold harmless the TuGo Group and their successors and assigns for any third party claim of loss, liability, or damage against any of the TuGo Group (including reasonable legal fees and expenses) related to your Application, your use of the API or API Content, or your violation of this Agreement. TuGo reserves the right to defend itself or hold you responsible for defending such claim, subject to TuGo’s right to participate in such defense or settlement at its cost. You will reasonably cooperate with TuGo in any such defense at your cost.
19. TuGo may suspend your API or API Content access or terminate this Agreement without notice in its sole discretion upon breach or threatened breach of the licenses and their restrictions herein, without liability for such suspension or termination. TuGo may otherwise terminate this Agreement with or without cause upon fifteen (15) days prior written notice. You may terminate this Agreement by cancelling your TuGo Developer Portal account and ceasing use of and deleting your access credentials. In the event of a termination by either party, you agree to cease using the API, promptly (but under any circumstances in no more than two (2) business days) remove the API and API Content from your Application, and delete any API Content you possess or control.
20. TuGo may update this Agreement (including the Documentation) from time to time and will attempt to provide notice to you of the change, normally via email. The most current version of this agreement can be reviewed at the TuGo Developer Portal. By accessing or using the API or API Content fifteen (15) or more days after TuGo reasonably attempts to notify you of the change to this Agreement, you will be deemed to have accepted the updated Agreement. If you do not agree to the updated Agreement, you may terminate this Agreement in accordance with its applicable terms.
21. You may publicize your use of the API in accordance with the terms of this Agreement, but you may not state or imply that you have a partnership or any other type of preferred relationship with TuGo, use TuGo Trademarks without authorization, or make any other statements that suggest that your use of the API or API Content exceeds your actual licenses from TuGo. Furthermore, you may not make statements that clearly go beyond the level of integration the API represents or that bind TuGo to obligations, warranties, or representations not identified herein. Use of the API does not constitute generalized integration with TuGo or access to TuGo profiles, for example.
22. This Agreement was originally drafted in the English language. While the TuGo Group may provide a translation of the English language version of this Agreement into the French language, the French language version of this Agreement (the “French Translation”) is only provided for the User’s convenience. The English language version of this Agreement is the version that should be used and relied on in interpreting and construing the meaning of this Agreement. To the extent that there is any conflict, discrepancy or inconsistency between the French Translation and the English version of this Agreement, the English version of this Agreement governs and takes precedence.
23. You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to the TuGo Group and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, the TuGo Group will be entitled to injunctive relief for any breach of this Agreement.
24 . If you do not accept this Agreement in full, you may not access or use the API or API Content. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, excluding its conflicts of law rules. The parties hereby irrevocably consent to the jurisdiction of the provincial or federal courts located in Vancouver, British Columbia, in any action arising out of or relating to this Agreement and waive any other venue to which either party might be entitled by domicile or otherwise. The construction and interpretation of this Agreement shall not be strictly construed against the drafter. Nothing in this Agreement will be construed as creating a partnership, agency, or joint venture of any kind between the parties, and neither of us will have the authority to bind the other party or to contract in the name of or create a liability against the other party in performing its obligations or exercising its rights under this Agreement. This Agreement, which includes the documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other proposals and agreements (oral or written) between the parties related to your use of the API and API Content and can only be modified by a writing signed by you and a duly authorized officer of TuGo and expressly identifying this Agreement. This Agreement will not limit or alter the terms of any other agreements you may have with TuGo. Notice may be by email to your email address identified upon registration with TuGo. You are solely responsible for maintaining a functional email address; updating TuGo, as necessary, with email address changes; and reading any delivered messages from TuGo. Notice to TuGo must be given by express courier or certified mail to:
11th Floor, 6081 No. 3 Road
Richmond, BC V6Y 2B2 / Fax: (604) 276-9409