Avinode API General Terms & Conditions

Version 2018.1 effective January 31, 2018

These API conditions apply in conjunction with the Avinode Terms and Conditions and do not constitute a standalone agreement.

1. GENERAL
1.1. This Appendix 1A contains terms and conditions governing the use of certain Application Programming Interfaces provided by Avinode that are included in the list of services set forth in Appendix 2 of the Membership Agreement (“API Services”). All use of the API Services is governed by the Membership Agreement, the General Terms and Conditions set forth in Appendix 1 of the Membership Agreement (the “General Terms and Conditions”), this Appendix 1A, any other Supplemental Terms (including without limitation the Branding Guidelines and any and all executed Application Verification Forms (both as defined herein)), and Avinode’s Privacy Policy (such agreements, terms, and policies, collectively, this “Agreement”). The terms of this Appendix 1A are in addition to and supplement the other components of the Agreement, including without limitation the General Terms and Conditions, the terms of which are not limited or replaced by this Appendix 1A, except that in the event and to the extent any of the provisions set forth in this Appendix 1A contradict the provisions set forth in the General Terms and Conditions, the provisions of this Appendix 1A will prevail.

1.2. This Appendix 1A may be changed or updated from time to time in accordance with the procedures set forth in Section 7 of the General Terms and Conditions.

2. DEFINITIONS
2.1. Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the Membership Agreement, and if not defined therein, in the General Terms and Conditions.

3. DESCRIPTION OF API SERVICES
3.1. Each API Service consists of a bundle of data points, routines and protocols that together allow the Member’s information technology systems to interact with the Avinode Services (each, a “Member Application”). A description of the available Avinode API services and their respective API components can be found on the Site.

3.2. Member Applications are developed and hosted by the Member and send information back and forth to Avinode using the API Services. Member Applications must be intended only for, and be used only by, the Member’s own end-user customers (humans, not machines) (“End Users”) and employees, representatives, and contractors of the Member (“Internal Users”) solely to facilitate the sourcing, reservation, and booking of air charter by End Users for their own travel purposes (including the travel of other individuals within the End User entity’s organization) and not for purposes of travel by the End Users’ customers or other third parties. . The content provided by or accessible through the API Service (“API Content”) may consist of data related to pricing, passengers, the End Users, status, messages, and correspondence between the parties provided through the API Service to facilitate searches and requests. The specific type and quantity of API Content depends on the specific Avinode API services specified in Appendix 2 of the Membership Agreement.

4. MEMBERSHIP REQUIREMENT AND FEES
4.1. Access to the API Services is granted to the Member on a subscription basis, with a minimum subscription term of six (6) months. In order to use the API Services, the Member must maintain a valid Membership Agreement, subscribe to the API Services (specified in Appendix 2 of the Membership Agreement), and have a current account balance with Avinode. Should the Membership Agreement expire or be terminated, Member’s rights to the API Services will be terminated as of the last effective day of the Membership Agreement.

4.2. Fees for each of the API Services are as set forth in Appendix 2 of the Membership Agreement, and may include in each case a monthly subscription fee and/or a fee based on the volume of Push Notifications received and/or Calls made (each as defined below) using the relevant API Service. Monthly subscription fees for each API Service are payable in advance of access to such API Service and/or to the use of Sandbox (as defined below) in connection with such API Service, and must be received by Avinode at least seven (7) days before the start of the relevant subscription period. Additionally, there may be support and setup fees charged to Member. Any volume-based fees will be billed to the Member monthly (unless otherwise agreed by the Parties) based on actual API Service usage. Volume-based fees are due and payable within fifteen (15) days of the invoice date. The Member will have access to a SQL Server Reporting Services (SSRS) report for purposes of tracking its volume usage during each reporting period. Failure to provide timely payment will result in the Member’s Sandbox and relevant API Service(s) access being suspended until the account is made current for the full amount owed for that billing period. All communication regarding billing and account status will be sent to the Member’s billing email(s) Avinode has on file.

5. PERMITTED USE AND OWNERSHIP; RESPONSIBILITY FOR USE
5.1. Conditioned on the Member’s compliance with this Agreement, Avinode grants Member a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the API Services solely for purposes of providing API Content on a transactional basis to End Users and Internal Users that may only be used and displayed within the Member Application in a manner consistent with the specifications for the API Services, and subject to all restrictions set forth herein. As between Avinode and the Member, except for the limited license rights granted in this Section 5.1, Avinode retains all right, title, and interest in and to the API Services including all API Content and other components thereof and all results that are generated to Member (including, without limitation, directories and search results), except for personal data provided directly by End Users or Internal Users. The Member acknowledges and agrees that the provision of the API Services and transfer of API Content does not in any way transfer ownership of the API Content to the Member or its End Users. Notwithstanding the foregoing sentence, the parties acknowledge and agree that any and all content, data, graphics, images and other information that the Member transmits through the Site, the Marketplace, or other Avinode Services (“Submissions”) made by the Member through the API Services shall remain the Member’s sole and exclusive property, subject to such rights and privileges granted to Avinode in this Appendix 1A, the Membership Agreement and the General Terms and Conditions. Member agrees that Avinode may collect and use Submissions, technical data and related information that is gathered in or by the API Services periodically to facilitate the provision of software updates, product support, product development, and other services to Member and other customers related to the API Services. Avinode may collect, use, transfer, and disclose such information for any purpose, as long as it is in a form that does not include confidential information or personally identifiable information. For the avoidance of doubt, “Submissions” does not include third-party data or information that Avinode hosts within the API Services (including, without limitation, data or information from airports and other members that is not generally available for free to the public) (“Non-Member Content”). Member agrees that Member shall not bulk-download or reproduce or use Non-Member Content without the prior written consent of Avinode, and that End Users shall not include, among others, (i) brokers or professional buyers acting on behalf of an end client, either an individual or an entity, to charter an aircraft, (ii) travel agents or agencies, (iii) marketing agents selling aircraft charter on behalf of aircraft operators; (iv) global distribution systems (GDS’s), (v) online travel agents (OTA’s), or (vi) any other person or entity that facilitates travel for third parties.

5.2. The Member may be provided with API-specific access credentials to allow it to access the API Content and other API Services. Such access credentials are subject to all terms and conditions applicable to user accounts under the General Terms and Conditions. Without limiting the generality of such terms and conditions, the Member agrees that it is responsible for any and all use of the API Services by anyone using a user account or access credentials assigned to the Member, and that Member is responsible for safeguarding and maintaining the confidentiality of all user account or access credentials assigned to it.

5.3. The Member is fully responsible for the Member Application, any and all use of the API Content (whether within the Avinode environment or not) and the other Avinode Services by the End Users, Internal Users, and all other persons to whom the Member provides access to the API Content or API Services.

5.4. In all Member Applications at the location where Avinode Content is first displayed and if the Member application is being used by End Users, the Member must provide readily visible attribution for the API Services and the API Content by including the Avinode provided logo “Powered by Avinode” (the “Logo”) or such other text as mutually agreed by the parties, unless otherwise agreed in writing by Avinode. All uses by the Member of the Logo must comply with the Avinode API Branding Guidelines (“Branding Guidelines”), as revised by Avinode from time to time, which can be found on the Site. Avinode hereby grants to the Member a nonexclusive, limited license to use the Logo solely as provided in this Section 5.4 and in the Branding Guidelines. The Member agrees to cooperate with Avinode in Avinode’s monitoring and control of the nature and quality of the Member Applications with which the Logo is used. The Member acknowledges and agrees that its use of the Logo will not create any right, title, or interest of the Member in or to the Logo and that all such uses and all associated goodwill will inure to the benefit of Avinode.

6. RATE LIMITING
6.1. Each API Service has a maximum rate limit regarding the number of data calls to the Avinode Servers (“Calls”) allowed within a period of time that a Member Application may produce. Avinode reserves the right to change this rate limit at any time in order to preserve system integrity.

6.2. The Member acknowledges that Avinode has a legitimate interest in limiting the volume of Calls through the API Services, and agrees not to engage in practices that would cause an unreasonable burden on Avinode’s systems, such as using robotic queries. The Member may only make Calls to the API Services in amounts not exceeding the applicable rate limits. Avinode reserves the right to, in its sole discretion, determine whether the applicable rate limit has been exceeded or needs to be adjusted. Avinode may, if and as it deems necessary, suspend the API Services immediately if it determines that the Member is using any API Service in violation of the intended usage or in a way that causes an unreasonable burden on Avinode’s systems. Once a remedy to the excessive volume has been agreed by both parties, Avinode will reinstate the API Service(s) only after a remedy to the excessive volume has been agreed by both parties, subject to Member’s compliance with all terms of this Appendix 1A and the rest of this Agreement. No refunds will be granted for a service suspension due to activity that is deemed by Avinode to exceed the rate limit set by Avinode.

7. RESTRICTIONS AND OBLIGATIONS
7.1. All Non-Member Content provided to or accessible by the Member, Internal Users, or the Member’s End Users pursuant to the API Services is provided solely for use in connection with the Avinode Services and may not be reproduced or used for any other purposes. The Member agrees not to use, and to require all persons to whom Member provides access to the Non-Member Content not to use, the Non-Member Content for any other purpose. The Member will ensure that its End Users abide by terms and conditions for the use of Member Applications that are consistent with this Agreement. With respect to all data and information provided by the Member to Avinode (including Touch Data, as defined below in Section 9.2), the Member will obtain all necessary consents for use in connection with the Avinode Services, and as contemplated by this Agreement.

7.2. In addition, unless Avinode specifically agrees in writing, in each specific case, the Member may not:
(a) use, distribute, sell or otherwise make available to any third parties or use in connection with any application, software, website or otherwise (other than the API Services pursuant to the terms and conditions herein) any Non-Member Content outside of the Member Application, or incorporate or embed any API Services (or portion thereof) into any of the Member’s other products or services that it distributes, sells, or otherwise makes available to third parties or into any third party products or services;
(b) access the API Services through any method other than methods approved by Avinode, and will not allow any End Users, Internal Users, or third parties to access the Non-Member Content through any means other than Member Application in the form approved by Avinode (as provided in Section 8);
(c) create a “wrapper” or offer any other software layer or Application Programming Interface on top of an API Service that provides or advertises similar functionality but which (i) hides the presence of the underlying API Service, (ii) changes the format and/or transport mechanism of the API Service, or (iii) filters or modifies the data returned by the API Service;
(d) scrape or store data from other parts of the Site to supplement data provided in the API Service or otherwise use the Non-Member Content or API Services for data mining purposes;
(e) remove, obscure or alter any notice of any of Avinode’s trademarks or other intellectual property or proprietary rights appearing on or contained within the API Services or otherwise mislead or confuse users regarding the source of any Non-Member Content or other Avinode Services;
(f) disclose operators’ names, certificate name, tail number or other information identifying an operator in combination with rates or availability information before a Request has been submitted. Without limiting the generality of the foregoing, operators’ names, certificate name, tail number or other information identifying an operator in combination with rates or availability information may not be displayed in an open public website or app in response to an initial search by an End User. The only permitted exception is where the Member is the holder of the Air Operator Certificate (“AOC”) or is the designated Marketing Agent and the Member Application shows data for the Member’s fleet only. A “Request” is a follow-up inquiry by an End User who has made a concrete expression of interest in obtaining additional information regarding a particular individual result of an initial search for a potential air charter, such as a query for more information regarding a specific date, itinerary, or price;
(g) use the API Services or Non-Member Content in connection with any aviation-sourcing platform, systems, products, or applications other than the Avinode Services; or
(h) under any circumstances, provide access to any Non-Member Content or API Services to any travel agency, global distribution system (GDS), or online travel agent (OTA).

7.3. In addition, the Member may present Non-Member Content only on a transactional basis and may not pre-fetch, retrieve, cache, index, archive, or store any Non-MemberContent, or any portion of the API Services, except as expressly consented to by Avinode in writing, or as explicitly provided for in the Membership Agreement or in Section 7.4 of this Appendix 1A, and, in any case, subject to the requirements set forth in Section 7.4.

7.4. Subject to the other terms and conditions of this Appendix 1A and the Membership Agreement, the Member may store Non-Member Content under the following limited circumstances:
(a) if an End User initiates a bona fide Request for a particular charter booking via the API Services as accessed through the Member Application, then the Member may temporarily store that portion of the Non-Member Content received via the API Services that is directly responsive to such Request solely for the purpose of servicing that End User’s needs with respect to the Request and any booking resulting therefrom, but only for so long as the Member reasonably needs such Non-Member Content to service such needs, and in any event no longer than the last date in the requested itinerary.
(b) the Member may temporarily store Non-Member Content received as part of a Push Notification; provided, however, that, except as provided in Section 7.4(d), the Member must remove Non-Member Content regarding an empty flight leg from its systems promptly after the scheduled departure time for such flight leg has passed. A “Push Notification” means an electronic data record sent by or on behalf of Avinode to the Member, without a specific request from the Member Application, that contains new Non-Member Content or information regarding previously-provided Non-Member Content (e.g., notification of a new available empty flight leg, notification that a previously-available empty flight leg is no longer available, or notification that the scheduled departure time for an empty flight leg has been changed). For purposes of calculating volume-based fees for Push Notifications, only the initial Push Notification record for a particular empty flight leg is counted and not subsequent Push Notifications containing modifications to that record;
(c) the Member may temporarily cache Non-Member Content on its systems as reasonably necessary to improve the operational speed of the Member Applications; and
(d) in connection with a travel booking made by an End User, Non-Member Content directly related to the booking may be stored by the Member solely as necessary for purposes of supporting the servicing of booked passengers and only for so long as needed for such purposes;

For the avoidance of doubt, no Non-Member Content received via the API Services with respect to any Request may be used by the Member to provide customers or potential customers with either soft or hard quotes in the future.

7.5. Should consent be granted to the Member in accordance with Section 7.3 above to pre-fetch, retrieve, cache, index or store any Non-Member Content, or portion of the API Services, or should the Member store Non-Member Content as allowed under Section 7.4, the Member agrees to do so in a manner that:
(a) is secure;
(b) does not permit use of the Non-Member Content outside of the Member Applications or for uses beyond those expressly permitted herein;
(c) does not manipulate or aggregate any Non-Member Content or portion of the API Services when it is displayed;
(d) does not interfere with the proper working of the API Services or the other Avinode Services, whether because such data is not current or for any other reason;
(e) does not prevent Avinode from accurately tracking usage; and
(f) does not modify attribution in any way.

7.6. Avinode may provide a broad set of Non-Member Content through the API Services to be used by the Member for the purpose of calculations that are for internal use by the Member only and may not be displayed or disclosed by the Member, in the Member Applications or otherwise. Even if provided this data, in no event may the Member display or otherwise disclose publicly or to any End User or other third party (whether within Member Applications, as search results, or otherwise) (i) any particular operator name in connection with pricing and/or availability information, unless and until this information is made available in such combination by the Avinode Services in response to a bona fide Request by an End User with respect to a particular charter booking, or (ii) any other data identified in the relevant Avinode technical documentation for that data point as restricted to Member’s internal use only. The only permitted exception is where (i) the Member is the holder of the AOC or is the designated Marketing Agent and (ii) the Member Application shows data for the Member’s fleet only, in which case the Member is permitted to display operator name and tail number for aircraft in the Member’s fleet before a Request is made. All such data is also subject to the restriction set forth in Article 5, and may not be stored, re-transmitted, or made public or shown to third parties in any way not expressly permitted in this Agreement.

7.7. The Member acknowledges that Avinode may update or modify the API Services from time to time and at its sole discretion, including to modify or delete in their entirety certain features and functionality. At all times, the Member agrees (i) to promptly implement any updates or modifications to the API Services released by Avinode and to use the most recent version of the API Services, and (ii) to update or modify its Member Applications, as necessary, to offer to its customers through the Member Application(s) all of the current functionality supported by the API Services as updated and/or released by Avinode from time to time. Avinode agrees to provide at least 180 days’ notice prior to the removal of any material features or functionality.

7.8. The Member acknowledges the value to Avinode of the integrity of the Non-Member Content. The Member therefore agrees:
(a) to provide to End Users and Internal Users only the latest available API Content and not provide to End Users any stale data;

(b) not to retrieve Non-Member Content through batch processing or similar repeated data “pull” operations; and

(c) to configure the Member Applications to allow receipt of continuous Push Notifications for any API Content required by the relevant API product specifications to be synched for use with any Member Applications.

7.9. At all times, the Member must comply with the most recent version of the API Services specifications and technical requirements documentation made available by Avinode.

7.10. For the avoidance of doubt, use of the API Services is also subject to all of the terms and conditions set forth in the General Terms and Conditions, including, without limitation, all restrictions on use and abuse of the Avinode Services.

8. API DEVELOPMENT
8.1. As part of the API Services, and based on Member’s intended use of the API Services, Avinode may require Member to develop and test in a Sandbox environment. If required by Avinode, Avinode would grant to the Member, for a specified period of time, access to an online development space intended to support Member development and testing of a Member Application (the “Sandbox”), and the terms and conditions of this Article 8 will apply.

8.2. The Sandbox would be also intended to be used by the Member for development and testing of future versions of or modifications to the Member Applications. The Member may not use the Sandbox for any other purpose. No testing during development or revision of any Member Applications may take place in the production (live) environment.

8.3. Any software or developer tools (including, without limitation, the Sandbox), or any advice or development support, provided as part of any API Services may only be used for purposes of developing one or more Member Applications so that they may access and use the API Services as permitted herein.

8.4. Each Member Application may only be distributed by the Member after it has been fully developed and tested, approved by Avinode (as provided in Section 8.4), and submitted to and approved by the relevant application marketplaces, and no Member Application may be distributed in any form other than that approved by Avinode (as reflected in an Application Verification Form executed by both parties, as provided in Section 8.4). Once a Member Application has been approved by Avinode and documented in an Application Verification Form executed by both parties as provided in Section 8.4, any modifications to or future versions of the Member Application must be approved by Avinode and documented in Application Verifications Forms executed by the parties before they can be distributed. The Member’s right to distribute the Member Applications is contingent on the Member having paid all applicable fees (as set forth in the Membership Agreement) and maintaining a current account balance.

8.5. Once the Member has completed development of a Member Application, the Member will initiate the review and approval process of the Member Application by submitting to Avinode a completed Avinode Member API Application Verification & Sign-Off form (“Application Verification Form”), a copy of which can be found on the Site. Avinode will review the Application Verification Form and assess the Member Application to determine whether it is compliant with the terms of this Agreement and the intent and purpose of the API Services. Once both parties have executed the approved Application Verification Form and an updated Membership Agreement, and Avinode has received payment for the first billing period for the API Service subscription, Avinode will provide instructions to the Member so that the Member Application can be put into production. If the Member Application will be distributed via one or more application marketplaces, not later than two (2) weeks after full execution of the Application Verification Form, the Member must submit the Member Application to the relevant application marketplaces.

8.6. In the event that (a) a Member Application is not approved by Avinode and no agreement can be reached between the Member and Avinode or (b) a Member Application is not approved by any relevant application marketplace, the API Service may be terminated by either party. All applicable set-up fees and charges for additional support time requested by the Member during the development and review period are then immediately due and payable in full by the Member to Avinode, subject to the fee minimums set forth in Section 14 below.

8.7. The Member is directly and solely responsible for handling its customers’ support issues and complaints regarding its Member Applications. THE AVINODE PARTIES (AS DEFINED IN THE GENERAL TERMS AND CONDITIONS) HAVE NO RESPONSIBILITY WHATSOEVER FOR THE MEMBER APPLICATIONS OR THE MEMBER’S END USERS.

9. DATA RIGHTS
9.1. Avinode collects, compiles, and analyzes data related to the usage and performance of the API Services, the other Avinode Services, and the API Content (“API Data”), including without limitation information regarding Push Notifications that have been provided to Member. The parties acknowledge and agree that Avinode exclusively owns all API Data and, except as otherwise provided in this Appendix 1A, has the exclusive right to use and disclose API Data for any purpose; provided, however, that Avinode will not disclose API Data to third parties in a manner that identifies the Member unless such third parties have agreed in advance in writing with Avinode to maintain the confidentiality of such API Data, and Avinode will not disclose End User data to third parties. For the avoidance of doubt, API Data does not include Member Information.

9.2. In order to provide Avinode and its operator customers with additional information regarding the usage and performance of the API Services and other Avinode Services, Member hereby agrees to collect and promptly provide to Avinode a data record (in a format to be agreed by the parties) that includes the following information in connection with each instance of an End User “clicking on” or otherwise selecting to view details regarding a particular search result or other record posting (each such instance, a “Touch Event”): (i) the date and time of the Touch Event; (ii) the unique identifier of the record selected; (iii) identification of the channel on which the Touch Event occurred (e.g., the particular Member website, mobile Member Application, etc. from which the Touch Event originated); (iv) the Internet protocol (IP) address from which the Touch was initiated; (v) a unique identifier for the End User (but Member need not provide the End User’s name) and (vi) any additional information regarding the Touch Event reasonably requested by Avinode (the foregoing information, collectively, “Touch Data”).

9.3. The parties acknowledge and agree that Touch Data constitutes Member Information as provided in Section 4.2 of the General Terms and Conditions and that Avinode may, therefore, use and disclose the Touch Data as provided in this Agreement (including Section 4.2 of the General Terms and Conditions). In addition, and notwithstanding any other provision of this Agreement, including any provision of Section 4.2 of the General Terms and Conditions, the Member acknowledges and agrees that Avinode may disclose Touch Data to third parties, provided that any Touch Data that identifies Member, any Internal User, or any End User may be disclosed to a third party only if such third party has agreed in advance in writing with Avinode to maintain the confidentiality of the Touch Data.

10. MONITORING AND RIGHT TO AUDIT
10.1. Unless authorized by Avinode, Member has read-only rights within the API Services. If Avinode has granted Member read-write authorization within the API Services, then Avinode reserves the right to monitor the Member’s use of the API Services and audit the Member Applications at any time, and the Member agrees to provide information and/or other materials related to its use of the API Services and related to the Member Applications as reasonably requested by Avinode to verify compliance with the Membership Agreement, the General Terms and Conditions and this Appendix 1A. The Member further acknowledges and agrees that, if Avinode has granted Member read-write authorization within the API Services, with respect to:
(a) Material changes, the member will provide Avinode with timely notification of any proposed material changes to the previously approved Member Applications, and the Member must obtain Avinode’s approval (as provided in Section 8.4) of each materially changed version of a Member Application before such version may be distributed.
(b) Member Applications, Avinode reserves the right to request a review of any and all Member Applications for the purpose of verifying compliance.
(c) Member Applications, the Member agrees that Avinode may elect to use a third-party consultant to determine compliance (such consultant to be engaged and paid by Avinode).

11. THIRD PARTIES
11.1. The Member shall not sublicense any part of the rights granted to Member in this Appendix 1A, or engage any third parties for the purpose of developing any Member Application or for any other purposes that would require use of any API Service, except as expressly consented to by Avinode in the Membership Agreement. The Member covenants that it will ensure that any third parties that are permitted under the Membership Agreement to be engaged by the Member are bound by the same terms and conditions as the Member with respect to ownership, transfer, distribution and use of Non-Member Content.

12. VERSION CHANGES AND COMPATIBILITY
12.1. The Member acknowledges that Avinode may update or modify the API Services from time to time and at its sole discretion, including to delete in their entirety certain features and functionality. At all times, the Member must comply with the most recent version of the API Services specifications and technical requirements documentation made available by Avinode.

13. TERM AND TERMINATION OF API SERVICE
13.1. The term of the Member’s access to the API Services shall be as set forth in the Membership Agreement.

13.2. Avinode may suspend or terminate the Member’s access to the API Services immediately if the Member, any Internal User, or any End User violates any term of this Appendix 1A or any other term of this Agreement. Upon notice of such suspension or termination from Avinode, the Member must immediately cease use of, and cease allowing any Internal Users or End Users to use, the API Services, provided that in the case of a suspension, the Member may resume use of the API Services upon notice from Avinode that the suspension has been lifted. In addition, Avinode and the Member have the respective suspension and termination rights as set forth for each of them in the General Terms and Conditions.

13.3. Any suspension or termination will be subject to Section 9 of the General Terms and Conditions. In the event of suspension or termination, pre-paid fees for any API Services will be refunded to Member as provided in the General Terms and Conditions, provided, however, that: (a) fees with respect to the first six months of API Services will remain payable by the Member in the amounts specified in the Membership Agreement even if the API Services are terminated before the end of the initial six-month period; and (b) in the event that the Member unilaterally terminates the API Services without cause, fees with respect to the 90 days following notice of such termination will remain payable by the Member in the amounts specified in the Membership Agreement.

14. NON-SOLICITATION AND NON-INTERFERENCE
14.1. The Member agrees that during the Member’s membership with Avinode or with any Avinode affiliate and for one year thereafter (collectively, the “Non-Solicit Period”), to the extent permitted by applicable law, the Member will not (and will not permit or assist any of the Member’s employees, affiliates, or any other person, including without limitation, any of its agents, advisors, consultants, or subcontractors, to), directly or indirectly, induce or solicit, or attempt to induce or solicit, any current or former Avinode marketplace member to provide to Member, or any other entity or individual, through any means other than the Avinode Services for use in connection with the Avinode Services, any information of the same or similar type as the Non-Member content Avinode has made available to the Member in connection with the API Services.

14.2. The Member also agrees that, to the extent permitted by applicable law, during the Non-Solicit Period the Member will not (and will not permit or assist any of the Member’s employees, affiliates, or any other person, including without limitation, any of its agents, advisors, consultants, and subcontractors, to), directly or indirectly, interfere with or otherwise attempt to adversely affect, any relationship between Avinode or any Avinode affiliate and any of their respective customers or members.

15. CONFIDENTIAL INFORMATION
15.1. As used herein, “Confidential Information” means any confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Member’s Confidential Information includes without limitation nonpublic information regarding the Member Applications. Avinode’s Confidential Information includes without limitation the API Content, API Data, and nonpublic information regarding the API Services and other Avinode Services. Confidential Information of each party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

15.2. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise provided in this Agreement, the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

15.3. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

16. PUBLIC ANNOUNCEMENTS
16.1. Member acknowledges and agrees that Avinode may identify the Member to the public as a customer of Avinode, including through the issuance of one or more press releases announcing the execution and delivery of this Agreement and/or the release by the Member of a Member Application.

17. LIMITATION OF LIABILITY; INDEMNITY; BREACH OF CONTRACT
17.1. The Member acknowledges that the API Content and the API Services (including without limitation any software or developer tools, or any advice or development support, provided as part of any API Services) are subject to all limitations on Avinode’s responsibility and liability and all disclaimers of warranties set forth in the General Terms and Conditions with respect to the Avinode Services.

17.2. In addition to the Member’s indemnification obligations set forth in the General Terms and Conditions, the Member agrees to indemnify, defend and hold the Avinode Parties harmless from and against any and all losses, claims, expenses and damages (including attorney’s fees) resulting from any Member Application(s) and/or the use thereof.

17.3. The Member further acknowledges that a breach of any of the provisions of this Appendix 1A is likely to cause Avinode immediate and irreparable harm, loss or damage, and the Member therefore agrees that Avinode shall be entitled to seek immediate injunctive relief against the Member with respect to any breach of the provisions of this Appendix 1A, without requirement to post bond.