GT API - Developer Terms and Conditions

THE TERMS AND CONDITIONS CONTAINED HEREIN (THESE "TERMS") GOVERN YOUR USE OF THE GT API (AS DEFINED BELOW) MADE AVAILABLE FOR YOUR USE BY GT GETTAXI SERVICES (ISRAEL) LTD AND ITS AFFILIATES (COLLECTIVELY, "GT") on its GT Developer Portal, available at https://gett-developer.readme.io/ ("GT Portal"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE GT API AND/OR ACCESSING THE GT PORTAL. BY CLICKING ON THE "ACCEPT" BUTTON AND/OR USING THE GT API AND/OR ENTERING, CONNECTING, ACCESSING OR USING THE GT PORTAL, YOU ARE IRREVOCABLY CONSENTING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE REFRAIN FROM ENTERING TO, CONNECTING TO, AND/OR ACCESSING THE GT PORTAL AND/OR USING THE GT API IN ANY MANNER. YOUR CONSENT TO BE BOUND BY THESE TERMS IS BOTH ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT, AND THE TERM "YOU" AS USED HEREIN WILL BE DEEMED TO REFER TO BOTH YOU AND YOUR EMPLOYER, JOINTLY AND SEVERALLY. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE ACCESSING GT PORTAL AND/OR USING OR SUBSCRIBING TO THE SERVICES BY OR ON BEHALF OF A CORPORATE ENTITY, ORGANIZATION OR ANY OTHER THIRD PARTY ENTITY, YOU REPRESENT AND WARRANT TO GT THAT: (A) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; (B) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS LICENSE ON BEHALF OF SUCH ENTITY; AND (C) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Use of GT API. Subject to your compliance with these Terms, GT grants you a non-exclusive, non-transferable, non-sublicensable right and license to access and use its proprietary application program interface that is downloaded by you from GT Portal and any other materials or information downloaded from or made available to you by the GT Portal (the "GT API"), during the term of these Terms, for development of certain software or applications which are designed to access or communicate with certain products or services used by GT or provided by GT to its customers and end users (the "GT Services" and the "Compatible Applications", respectively), as further detailed at: ____________ and solely for the purposes described therein from time to time.

Other Rights and Limitations. You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the software underlying the GT API or the GT Services (the "Software"), or extract or attempt to extract source code from the object code of the Software. You may not make any commercial use of the GT API, GT Services, GT Portal or the Software, whether or not for consideration, other than for your own internal and personal purposes. You may not modify or alter the information obtained by you via the GT API and/or via the GT Portal.

GT Terms of Service. Your use of the GT API is further subject to the terms and conditions of the GT Terms of Service located at https://gett.com/il/legal/terms/ .

Trademarks. You are hereby granted a non-exclusive license to use GT trade names, trademarks, service marks, logos, domain names and other commercial identifiers of GT ("GT Trademarks") solely in connection with your display on the Compatible Applications, through the GT API as delivered by GT, or through the GT Portal. GT may terminate your license to use the GT Trademarks at its sole discretion any time. You shall not at any time challenge or assist others to challenge GT Trademarks or their registration or attempt to register any trademarks, marks or trade names confusingly similar to GT's. This paragraph shall survive any termination or expiration of this Agreement.

Display Requirements. You must at all times during which any output of the GT API is displayed via the Compatible Applications, ensure (a) that the display screen includes the words "This product uses GT's Platform but is not endorsed, certified, or otherwise approved by GT" in a legible and visible font, without the need for the user to scroll down, and (b) that all GT icons included in the GT API output that is being displayed are included and displayed to the user in the manner provided by GT. Except for the above, you shall not use the name "GT" in any way, without GT's consent.

API Customization

Consideration. The GT API is made available to you free of charge, together with your payment for other GT Services. In the event that you desire to implement an API Customization, additional service fees may apply, in accordance with a separate written agreement between you and GT, or, in the absence of such an agreement, at GT’s sole discretion.

Developer Account and Developer Key. In applicable, before using the GT API you will be required to create a developer account (the "Developer Account") The Developer Account allows your access to the GT API and certain other administrative functions in relation thereto; and you will be provided with a unique, personal developer key upon creation of your Developer Account, which provides you access to the services offered via the GT Portal and/or by the GT API (the "Developer Key"). You may only access the GT Portal and/or receive the services offered by the GT API through your Development Key. When you create a Developer Account you may be required to insert certain details such as your email address, user name, password, telephone number, address etc. Each of the Developer Account and the Developer Key is personal and is not transferable. By creating an account, you represent and warrant to GT that you have provided accurate, complete and updated account information. Failure to do so shall constitute a breach of these Terms which may result, inter alia, in immediate termination of these Terms and your access to GT Portal and/or use of the GT API. You are responsible for maintaining the confidentiality of your Developer Key, Developer Account, and username and password, and you agree to accept responsibility for all activities that occur under your account. The Developer Key and Developer Account username and password are personal to you and may not be transferred or disclosed to any other person or entity.

Compliance. You agree to provide GT with access to your Compatible Applications as may be reasonably requested by GT in order to monitor your compliance with these Terms.

Usage Limitations. GT may limit the amount of calls the GT API may make during a particular time period or the amount or size of information you may access via the GT API as GT deems appropriate in its sole discretion.

Confidential Information. You shall not disclose to third parties nor use for any purpose other than for the proper use of the GT API any Confidential Information received from GT in whatever form under these Terms or in connection with GT API, GT Portal, or GT Services without the prior written permission of GT. "Confidential Information" shall mean all data and information, not made available to the general public, oral or written, that relates to GT’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. You shall limit access to Confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the GT API under these Terms. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. You shall be responsible for any breach of these Terms by any of your personnel. You shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as you exercise in protecting your own proprietary information. The aforementioned limitations shall not apply to Confidential Information which the you can demonstrate: (i) was in your possession prior to disclosure hereunder provided that, immediately upon disclosure, you have brought this fact to the attention of GT; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that you shall use your best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of these Terms.

Proprietary Rights. You acknowledge and agree that the GT API, all information obtained by you from the use of the GT API, all information and content which appears on the GT Portal, including any content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the GT Platform, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features available on or through the GT Platform (the "Content"),and the Software are proprietary products of GT and its licensors, protected under patents, copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the GT API and/or GT Portal, all information obtained by you from the access to and/or use of the GT Portal and/or from the use of the GT API and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, NRE, customization and integration work product, customer feedback, suggestions and white-label branded applications, are and shall remain the sole and exclusive property of GT and its licensors. These Terms and the rights granted hereunder do not convey to you any interest in or to the GT Portal and the GT API, all information obtained by you from the access and/or use of the GT Portal and/or from the use of the GT API or the Software. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Software or Services or any material provided by GT.

Support and Modification of GT API. GT may provide support and/or add features or functionality or improve or change or modify or alter the GT API (collectively: "Support") and may terminate such Support at any time at its sole discretion, with or without notice to you. GT may modify, change, suspend or discontinue any portion of GT API and/or GT Service at any time, at its sole discretion, with or without notice to you, including the availability of any GT API and/or Service functionality. GT may also restrict access to GT API and/or GT Service, and/or impose certain restrictions or limitations on certain features of GT API and/or GT Service, without notice or liability. GT shall not be liability to you for any change in or discontinuation of the GT API, GT Service, and/or the Support.

Privacy Policy. GT’s current Privacy Policy is available at https://gett.com/il/legal/nprivacy/, and is incorporated herein by reference. GT may change its Privacy Policy from time to time and such changes are effective as set forth in the Privacy Policy. Any Compatible Application provided to by you will reference, and include a hyperlink to, GT’s privacy policy and will state that all information collected by GT regarding the Compatible Application’s users is subject to GT’s privacy policy, as in effect from time to time.

Term and Termination. These Terms are effective upon your clicking the "I ACCEPT" button and/or accessing, entering or connecting to GT Portal, and/or using the GT API, and shall continue until terminated. These Terms and any license expressly granted hereunder will terminate automatically without notice if you fail to comply with any provision of these Terms. GT reserves the right to terminate these Terms or restrict access to the GT Portal, and/or discontinue the GT API or any portion or feature thereof for any or no reason and at any time in its sole discretion without incurring any liability. You may terminate this Terms by sending a written notice of your desire to terminate to Habarzel 21b, Tel Aviv, Israel (or other email address as may be provided by GT from time to time). Upon any termination or notice of any discontinuance, you will immediately: (i) stop and thereafter desist from accessing GT Portal and/or using the GT API; (ii) stop distributing and developing any Compatible Application; (iii) delete and/or return all Software or other components of the GT API in your possession or control; and (iv) if requested by GT, certify in writing as to such destruction or return. All provisions hereof that by their nature extend past the termination or expiration of this Agreement will survive and will continue to bind each party in accordance with their terms, including Sections 2- 11, 13 through 21 and 25.

Use Restrictions. The following restrictions apply to your access to GT Portal and/or use of the GT API. Failure to comply with such restrictions will constitute a breach of these Terms: (a) you may not actually or seek to interfere with or disrupt the operation of the GT Services; (b) you may not actually or seek to interfere with or violate other users' rights to privacy and other rights, or harvest or collect data and information about users without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the GT Portal, GT Services applications, websites, servers or databases and/or retrieve index and/or data-mine information; (c) you may not actually or seek to impersonate any person or entity or provide false or misleading personal information; (d) you may not transmit or otherwise make available through or in connection with the GT Services, GT Portal, or GT API any virus, "worm", "Trojan Horse", "time bomb", "web bug", spyware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (e) you may not use the GT Services, GT Portal, or GT API for any illegal, unlawful or unauthorized purposes; (f) you may not use the output of the GT API in any manner other than in connection with the GT Services to which you duly subscribed; and (g) you may not access the GT Portal, GT Services or GT API in order to build a competitive product or service.

License to GT. You hereby grant GT a worldwide, perpetual, royalty free license to use and publish your brand name and/or logo for the purpose of promoting your Compatible Applications on any website and/or media owned or controlled by GT or on its behalf, including, but not limited to, on GT Portal, and/or on other marketing or promotional materials in any media whatsoever.

Disclaimer and Limited Warranty. GT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, PERFORMANCE, ACCURACY, RELIABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. GT PROVIDES THE GT API, GT PORTAL, AND GT SERVICES ON AN "AS IS" BASIS. WITHOUT LIMITING THE ABOVE, GT DOES NOT WARRANT THAT THE CONTENT AND/OR GT API WILL BE ERROR FREE OR AVAILABLE WITHOUT INTERRUPTION OR BUGS. GT OR ITS AFFILIATES, EMPLOYEES, DIRECTORS OR OFFICERS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER SIMILAR DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE CONTENT AND THE GT API IS MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO YOU AND, AS SUCH, YOU AGREE THAT THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES.

Warranty Disclaimer. THE CONTENT, GT PORTAL, GT API, GT SERVICES AND THE SOFTWARE ARE MADE AVAILABLE "AS IS" AND WITHOUT ANY OTHER WARRANTY OR CONDITION WHATSOEVER, EXPRESS OR IMPLIED. GT DOES NOT WARRANT THAT GT PORTAL, THE CONTENT, GT API, GT SERVICES OR SOFTWARE SHALL BE ERROR-FREE, THAT THEY SHALL OPERATE UNINTERRUPTED OR THAT THEY SHALL MEET YOUR REQUIREMENTS OR ANY PERFORMANCE CRITERIA. Some States do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply.

Indemnification. Without derogating from any applicable law, you agree to indemnify and hold harmless GT and its employees, officers, directors and agents, from and against all losses, claims, expenses, costs, liabilities and demands resulting from or in connection with (a) your use or alleged use of the GT API and/or the Content that is not in accordance with these Terms, any applicable agreement between you and GT, and GT’s documentation and instructions, (b) breach or alleged breach by you or the Compatible Applications of any law, rule or regulation, (c) your development, use, operation or distribution of any Compatible Applications, including the infringement or breach by the Compatible Applications of the intellectual property rights of any third party. You will be solely responsible for defending any such claim against GT, subject to GT’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all of the above claims against GT, provided that you will not agree to any settlement that imposes any obligation or liability on GT without GT’s prior express written consent.

Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, GT’S CUMULATIVE LIABILITY TO YOU AND ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS AND/OR USE OF THE CONTENT AND/OR GT API AND/OR GT SERVICES AND/OR SOFTWARE AND/OR GT PORTAL SHALL NOT EXCEED 1 US DOLLAR. Some States may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply.

Allocation of Risks. The limited warranties, warranty disclaimers, exclusive remedies and limited liability provisions set forth herein are fundamental elements of these Terms and the GT API and GT Portal and the Content provided hereunder, and allocate risk under these Terms between you and GT.

Governing Law and Jurisdiction. These Terms shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent courts of Tel Aviv-Jaffa shall have sole and exclusive jurisdiction over any dispute under these Terms or otherwise related to the GT API.

Notices. All notices to be sent to you by GT under these Terms or for any purpose relating to these Terms will be sent to the email address you provided when opening the Developer Account, and all notices delivered as aforesaid will be deemed received one day after they are sent.

Assignment. You may not assign, sublicense or make available to any other person or entity, these Terms, or any rights or obligation hereunder, or the use of the GT API and/or the Content or any part thereof, without the prior written consent of GT, and any attempt by you to so assign, sublicense or make available shall be deemed null and void. GT may freely transfer and assign its rights and obligations hereunder to an affiliate or to a third party that acquires all or substantially all of the assets subject to these Terms or securities of GT or any entity into which GT shall merge or any affiliate thereof.

Modification or Amendment. GT may modify or amend these Terms and/or the GT Services at any time, with or without notice to you by posting a copy of the modified or amended Terms on its website and/or on GT Portal. You will be deemed to have agreed to any such modification or amendment by your decision to continue to access the GT Portal and/or to use the GT API following the date in which the modified or amended Terms are posted to GT’s website and/or on GT Portal.

Miscellaneous. Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give maximum effect to the intention of the void or unenforceable term. These Terms together with the Privacy Policy, and any general terms of service posted on GT’s website and/or on GT Portal represents the entire agreement between you and GT with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Titles used in these Terms are for purposes of convenience of reference only and shall not be considered in constructing these Terms.

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