Welcome to Guesty’s Application Programming Interfaces, their related services, data, documentation, materials, and software (collectively, the “API”).
Guesty herein means, Guesty Inc., a Delaware corporation and its subsidiary, and may be referred to as “Guesty”, “Company”, “we”, “us”, and “our”. Please carefully read the following Terms.
By registering for, accessing and/or using the API, you accept, consent to, and agree to be bound by, the terms herein, as well as any other applicable terms, policies, documentation, and guidelines of Guesty (including those with respect to other Guesty products, or the Guesty website and application) (collectively, the “Terms”). If you do not accept the Terms, do not register for, access and/or use the API.
The term “you/your” herein refers to you, your company, your employees, and/or any entity that you represent. You hereby represent and warrant that you have the authority and power to enter into the Terms and to be bound by them.
We reserve the right to amend the Terms from time to time, and any such amendment shall enter into force upon the publishing of the revised Terms on our website, and your continued access to, or use of, the API after such date constitutes your acceptance of the revised Terms.
Accessing our API
In order to access and/or use our API, you shall be required to register with one of Guesty’s third party partners with which we work (a “Partner”). Such registration may require you to provide contact and other identification information to the said Partner. In addition to the Terms, you shall be bound by all applicable terms and conditions of the Partner.
Subject to the Terms, you may access and use our APIs in connection with functionalities, applications, products and/or services offered by you, in order to develop added functionalities and features thereto, to be provided solely on our website (the “Add-Ons”). You shall use the APIs strictly in accordance with the documentation provided therewith.
You shall comply with the Terms and with any applicable laws and regulation, as well as with the rights of third parties (including without limitation, intellectual property rights, and privacy protection rights).
Access and use of our API may be subject to fees, at the rates and terms as separately provided to you by Guesty.
We may suspend access to the API, in whole, or in part, for all users, or for certain users, for periodic maintenance or similar purposes.
You shall be solely responsible for the Add-Ons and Guesty shall incur no liability with respect to the Add-Ons. You hereby represent and warrant that you have and shall maintain, all rights required to develop and provide the Add-Ons, and that the Add-Ons and Guesty and the Add-On Users’ use thereof, do not violate the rights of any third parties (including intellectual property rights and privacy rights), and comply with and do not violate, any applicable law (including intellectual property laws, and data protection related laws). You shall be required to provide support and maintenance to the Add-On Users with respect to the Add-Ons.
Ownership and License
All rights, title and interest in and to the API, including without limitation, intellectual property rights, are the exclusive property of Guesty and its licensors. Other than the limited license contained herein, you have no other rights or interest in the API. Guesty shall have all rights to any feedback which is provided to Guesty by you. You hereby provide Guesty with a non-exclusive, non-transferrable, revocable, limited license to use your trademark, tradename, and/or logo in connection with the Add-Ons, for the purposes of publishing and promoting the availability of the Add-Ons to Guesty’s users.
Guesty hereby grants to you a non-exclusive, non-transferrable, revocable, limited license to (i) access and use the API, in accordance with and subject to the Terms, for the sole purpose of developing the Add-Ons which are to be provided solely on Guesty’s website, and (ii) to refer to Guesty (and include its logo) on your website for the sole purpose of advertising the Add-Ons available on Guesty’s website.
Other than as provided herein, you may not use our trade names, marks, logos or domain names, or use or register any names, marks, logos or domain names which are similar thereto. You must refrain from any action or omission that may dilute or damage our goodwill. Immediately upon Guesty’s request, you shall remove any mention of Guesty and/or its logo from your website, and refrain from making such mention and/or publication on your website.
For the avoidance of doubt, all of the terms herein are non-exclusive, and Guesty has all rights to conduct any business, and to enter into agreements with any third parties.
Restrictions of Use
In using the API, you shall refrain from:
• Breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the API;
• Modifying, reverse engineering, decompiling, disassembling reducing to human readable form or otherwise interfering, modifying or otherwise trying to control the API, in any way or by any means;
• Violating any applicable law, including laws governing privacy, defamation, spam and intellectual property rights;
• Interfering with, burdening or disrupting the functionality of the API;
• Breaching the security of the API or identifying any security vulnerabilities in it;
• Circumventing or manipulating the operation or functionality of the API, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the API;
• Using or launching any automated system, including robots, crawlers and similar applications to collect and compile content from the API;
• Displaying the API or any part thereof in an exposed or concealed frame, or linking to elements or portions of the API, independently from the manner on which they originally appear or are made available through the API;
• Impersonating any person or entity, or making any false statement;
• Collecting, harvesting, obtaining, processing or sharing personal information of, or about, users of the Guesty platform or the Add-On Users, other than as provided herein; and/or
• Applying terms and conditions on the Add-On Users which are inconsistent or contradictory to these Terms.
Without derogating from any of the above, you may not use the API in any way that:
• May be harmful to Guesty and/or its business;
• May infringe or violate the rights of others, including a person’s right to privacy;
• May depict or identify minors, their personal details, their address or ways to contact them;
• May include software viruses, spyware or any other malicious applications into the Guesty API or Guesty platform;
• May, through posting, publication, dissemination, or making available to the public, be prohibited by any applicable law, including court orders;
• May be threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable; and/or
• May include unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes.
You may not access or use the APIs in any way which is competitive to Guesty, including without limitation, any of Guesty’s applications, website, products or services.
WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE API.
Any information you receive from Guesty or from the APIs shall be considered confidential information, and you shall treat it as such, and only for the purposes set out herein. You shall not disclose such confidential information to any third party and you shall protect such confidential information as you would protect your own confidential information (which in no event shall be less than with a reasonable degree of care).
You may request to terminate the Terms at any time by sending an email to Product@guesty.com Termination will not relieve you from remitting all payments due and will not entitle you to any refund, if applicable.
In addition to any remedies that may be available to Guesty under any applicable law, we may promptly, temporarily or permanently, deny, limit, suspend, or terminate your access to and use of the API, and take technical and legal measures to block you from accessing or using the API, if we, in our reasonable discretion, determine that (i) you abused your rights to use the APIs; (ii) you have materially breached these Terms; or (iii) you performed any act or omission which is harmful or likely to be harmful Guesty, or any other third party, including other users of the APIs, or the Guesty platform.
In addition to the above, we may also terminate these Terms for any reason upon advance notice of 14 days to you (which we may provide by an email message to your email address we have on file).
We will not be liable to you for limiting, suspending or terminating your access to or use of the API in accordance with the provisions of these Terms. Provisions in these Terms that by their nature are intended to survive termination of these Terms, will so survive.
DISCLAIMER OF WARRANTY
THE APIS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE AND OUR AFFILIATES, AND OUR AND OUR AFFILIATES’ PARTNERS, EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, SERVICE PROVIDERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “PERSONNEL”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE API AND THE GUESTY PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS.
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE APIS AND THE GUESTY PLATFORM, WHETHER OR NOT MADE BY US OR OUR AFFILIATES, OR ANY OF THE PERSONNEL, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY WHATSOEVER.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES AND THE PERSONNEL, SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, AND ANY INTANGIBLE OR ECONOMIC LOSS, WHETHER BASED ON TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILTIY, WHERE SUCH ARISES FROM OR IN CONNECTION WITH THE APIS AND THE GUESTY PLATFORM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO YOU UNDER THESE TERMS SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO GUESTY IN CONNECTION WITH THE USE OF THE APIS (IF ANY), IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE LIABILITY. THIS AMOUNT LIMITATION SHALL NOT APPLY IN THE EVENT OF DIRECT DAMAGE CAUSED BY OUR WILLFUL MISCONDUCT.
To the maximum extent permitted by law, you will indemnify, defend and hold harmless, Guesty and its affiliates, and the Personnel, at your own expense and immediately after receiving a written notice thereof, from and against any damages, losses, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of the API, your breach of the Terms, your violation or infringement of any other person’s rights, your communications through the Add-On services on our website, or your gross negligence or willful misconduct.
Governing Law and Dispute Resolution
Regardless of where you access or use the API from, these Terms and your use of the API will be governed by and construed solely in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.
Any and all disputes, claims or controversies between you and Guesty regarding these Terms or the use of the API, which are not amicably resolved, shall be settled through binding arbitration (rather than in court) by telephone, online or based solely upon written submissions without in-person appearance, administered by the American Arbitration Association (AAA), under its Commercial Arbitration Rules (which are available at www.adr.org). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, you may lodge claims in small claims court if your claim qualifies.
All terms with respect to the conditions of the said arbitration shall be as set forth in our Terms of Service available on our website.
These Terms constitute the entire agreement between you and Guesty concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.
These Terms may only be modified by written amendment duly executed by us. No waiver, concession, extension, representation, alteration, addition or derogation from these Terms by us, or pursuant to the Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative.
Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.
Nothing in the Terms creates or implies any agency or partnership relationship between the parties.
You may not assign, delegate or transfer your rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by you, without our prior consent, shall be null and void. We may assign and delegate these Terms in their entirety, including all right, duties, liabilities and obligations therein, upon notice to you, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of its equity or assets relating to these Terms. By virtue of such assignment and delegation, the assignee assumes our stead, including all right, duties, liabilities and obligations and we are irrevocably released from the same.
If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court or arbitration tribunal, then the provision shall be performed and enforced to the maximum extent
permissible by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.
If you have any questions or comments please contact email@example.com