API License Agreement

PREAMBLE

The Provider is a company specialized in the supply of technology services dedicated to the travel industry. It acts as an API provider and as a duly authorized travel operator entitled to carry out this activity. In that capacity, it aggregates travel-service offers (flights, accommodation and related services) and ensures their distribution and commercialization.

The Provider has developed the Jinko API, a programming interface providing real-time access to an aggregated inventory of travel offers, enabling the consultation of pricing, the initiation and management of bookings, as well as the performance of any necessary post-booking operations.

The Partner operates a conversational agent system based on artificial intelligence (hereinafter the “AI Agent”), intended for its end users, and wishes to integrate the Jinko services into this AI Agent so as to enable its users to search, compare and book travel services directly within the AI Agent interface.

By accessing the Jinko API, integrating it into its systems or using it in any manner whatsoever, the Partner acknowledges that it has read, understood and unreservedly accepted these Terms of Use, and undertakes to comply with them (hereinafter the “ToU”).

If you do not accept these ToU, you must immediately cease all use of the Jinko API.

1. DEFINITIONS

For the purposes of this Agreement, the terms below, when used with an initial capital letter, have the following meaning :

2. PURPOSE AND SCOPE OF THE LICENSE

2.1 Purpose

The purpose of this Agreement is to define the conditions under which the Provider grants the Partner a license to use the Jinko API for the purpose of integrating it within the Partner's AI Agent, in accordance with the provisions hereof.

2.2 Technical scope

The Jinko API consists of all the services described in the Documentation, organized into the following functional categories:

1. Discovery: inventory search and exploration services.
2. Search: real-time pricing services.
3. Demand: travel demand and trend analysis services.
4. Booking and post-booking: booking and post-confirmation management services (modifications, cancellations, issuance of travel documents).

The Jinko API is accessible through the following types of connectors: REST API, CLI and MCP (Model Context Protocol). The license covers all of these integration modes within the limits authorized by the Agreement.

2.3 Scope of the license

The license covers:

1. access to the authorized Endpoints;
2. access to the technical Documentation, in its successive versions;
3. access to any SDKs, tools and connectors made available by the Provider.

2.4 Characteristics of the license

The license granted to the Partner has the following characteristics:

3. ENDPOINT GROUPS AND USAGE RULES

The Jinko API is organized into four groups of Endpoints, each subject to a distinct pricing regime and distinct usage rules. You undertake to comply with the specific conditions applicable to each group.

3.1 Discovery Group

The Discovery Endpoints make it possible to explore available destinations, consult price calendars and monitor pricing trends. They are designed for editorial, recommendation or itinerary pre-qualification use cases.

Pricing of the Discovery Endpoints is set on a per-request basis, according to the prevailing unit rates published in the Documentation and/or the applicable commercial agreement. A fair-use policy described in Article 4 applies in order to prevent any abusive use, in particular mass polling.

The following are notably prohibited within this group: automated querying at intervals shorter than those defined in the Documentation for purposes of continuous monitoring unrelated to a user action, as well as any use of these Endpoints to build databases competing with those of Jinko.

3.2 Search Group

The Search Endpoints (Flight Search, Hotel Search) make it possible to perform availability and pricing searches in real time, at the request of an end user or an automated agent. These Endpoints are at the heart of the booking cycle and generate a significantly higher volume of requests than booking confirmations.

Pricing of the Search Endpoints is set on a per-request basis, according to the applicable unit rates defined in the Documentation and/or the applicable commercial agreement.

The Fair Use Policy described in Article 4 applies to this group in order to prevent any abusive use, in particular mass polling. Failure to comply with the Fair Use Policy may give rise to formal notice and, in the event of failure to remedy within the allotted time, additional billing where applicable or suspension of access in accordance with Article 16.

3.3 Demand Group

The Demand Endpoints make it possible to access aggregated travel demand data showing where people are searching to travel and how such demand trends over time, including by destination and market. They are designed for market analysis, demand intelligence, trend analysis and travel planning use cases.

Pricing of the Demand Endpoints is set on a per-request basis, according to the applicable unit rates defined in the Documentation and/or the applicable commercial agreement.

The Fair Use Policy described in Article 4 applies to this group in order to prevent any abusive use, in particular mass extraction or systematic querying intended to reproduce or build databases competing with those of Jinko. Failure to comply with the Fair Use Policy may give rise to formal notice and, in the event of failure to remedy within the allotted time, additional billing where applicable or suspension of access in accordance with Article 16.

3.4 Booking & Post-booking Group

The Booking & Post-booking Endpoints make it possible to initiate and manage travel bookings, including booking creation, modification and cancellation, retrieval of booking statuses and issuance or retrieval of travel documents.

The Fair Use Policy described in Article 4 applies to this group. The Partner shall use these Endpoints only for legitimate booking and post-booking operations and in accordance with the Documentation.

4. FAIR USE POLICY

4.1 Principle

Fair use of the Jinko API rests on the principle that the technical resources made available are shared among all partners. Any disproportionate, automated or purpose-diverted use is liable to degrade the quality of service for the entire Jinko ecosystem.

The fair-use policy applies to all Endpoint groups, with terms adapted to each group.

4.2 Measures in the event of abuse

In the event of a breach of the fair-use policy, Jinko may, depending on the seriousness and recurrence of the observed conduct:

1. temporarily limit the throughput of your requests;
2. issue a preventive alert notification;
3. apply the applicable usage charges under the Partner’s commercial agreement;
4. suspend access to one or more Endpoint groups in accordance with Article 16;
5. terminate the license in accordance with Article 15.

Jinko favors, to the extent possible, a graduated approach and will inform you of any corrective measure before proceeding with a suspension, except in the event of a technical emergency or manifestly abusive conduct.

5. RIGHTS GRANTED AND USAGE RESTRICTIONS

5.1 Rights granted to the Partner

Subject to compliance with all the provisions of this Agreement, the Partner is authorized to:

1. integrate the Jinko services within its AI Agent to process its End Users' requests relating to travel services;
2. transform the End Users' instructions into API Calls addressed to the authorized Endpoints, in accordance with the schemas defined in the Documentation;
3. display and render the results returned by the Jinko API to its End Users within the AI Agent interface;
4. initiate bookings of travel services in the name and on behalf of the End Users via Booking & Post-booking Endpoints;
5. train its AI model specifically on the names and schemas of the Jinko API Endpoints / API Calls, for the sole purpose of optimizing the performance and accuracy of the API Calls, without mass data extraction or the creation of reusable datasets;
6. optimize the orchestration of its AI Agent specifically for the Jinko integration, within the limits of the Fair Use policy.

5.2 Expressly prohibited uses

5.2.1 Redistribution and competition

1. reselling, redistributing or making the Jinko API or its outputs available to third parties as a standalone service, whether free of charge or for a fee;
2. creating, developing or commercializing a service or product competing with the Provider's offering using Jinko's data, technology or know-how;

5.2.2 Extraction and database creation

1. reconstituting, directly or indirectly, historical pricing, inventory or availability databases;
2. carrying out indirect scraping of the API's data;
3. retaining the API outputs beyond the operational needs of providing the service to the End User, provided that the Partner may retain user-specific booking and post-booking data as reasonably necessary to provide the service, support the End User, or comply with applicable law;
4. carrying out systematic extraction of pricing or inventory for competitive analysis purposes;

5.2.3 Artificial intelligence

1. using the Jinko API outputs to train general-purpose AI models or foundation models, with the exception of training strictly limited to the Endpoint / API Call names and schemas referred to in Article 5.1;

5.2.4 Abusive technical uses

1. artificially generating traffic to the API, for whatever reason;
2. carrying out mass polling or repetitive calls without a purchase intent from an identified End User; provided that user-initiated background monitoring is permitted subject to the applicable API limits, Fair Use policy and Documentation;
3. performing stress tests or load tests without the Provider's prior written authorization;
4. using the API for the purpose of monitoring the availability or pricing of competitors.

5.2.5 Supplier-specific restrictions

Travel content may be subject to supplier-specific restrictions. These restrictions will apply only to the relevant supplier content and will not otherwise change the Partner's rights under this Agreement.

If a supplier restriction materially affects one of those rights, Jinko will notify the Partner and discuss the impact in good faith. Jinko may limit or remove the affected supplier content where needed to comply with its supplier obligations.

6. OBLIGATIONS OF THE PARTIES

6.1 Obligations of the Provider

The Provider undertakes to:

1. make the Jinko API and its associated services available to the Partner, in accordance with the provisions of the Agreement and good industry practice, as from the effective date of the Agreement;
2. inform, advise and alert the Partner of any matter or circumstance of which it becomes aware and that is liable to affect the proper performance of the integration;
3. assign, during the execution of the Agreement, qualified and competent personnel to the performance of the Agreement;
4. maintain, throughout the term of the Agreement, all authorizations, approvals and certifications necessary for the performance of its obligations, in particular in its capacity as a travel operator;
5. ensure the maintenance and evolution of the Jinko API under the conditions defined in Article 8;
6. notify the Partner of any material change to the Endpoints or the Documentation with at least 30 days' prior notice;
7. provide the Partner with Jinko's current End User Terms and notify the Partner in advance of any material changes, where reasonably practicable, except where a shorter notice period is required by law, a supplier requirement or operational necessity;
8. ensure the security of its infrastructure and implement appropriate technical and organizational measures to protect the data processed.

6.2 Obligations of the Partner

The Partner undertakes to:

1. use the Jinko API exclusively within the framework and limits defined by this Agreement;
2. scrupulously comply with the technical Documentation and the integration best practices defined by the Provider;
3. not alter the information, prices and pricing conditions returned by the Jinko API and displayed to End Users;
4. obtain and maintain all consents, authorizations and agreements necessary from its End Users for the provision of the service;
5. implement appropriate security measures to protect its API keys and access credentials;
6. notify the Provider without delay of any Security Incident, anomaly or malfunction observed;
7. pay all sums due to the Provider within the contractual deadlines;
8. cooperate with the Provider and provide it with all information reasonably necessary for the performance of the Agreement;
9. pass on Jinko's General Terms of Use to the End Users (as an annex to its documentation).

6.3 Duty of collaboration

The Parties undertake to collaborate in good faith and to communicate to each other without delay any information liable to affect the performance of the Agreement.

7. BUSINESS MODEL AND FINANCIAL TERMS

7.1 Principle

Use of the Jinko API is subject to financial consideration, the terms of which are defined in the applicable commercial agreement and the Documentation.

Jinko acts as the travel operator and assumes the commercial and legal responsibility for the bookings made via the API.

Depending on the Endpoints used, the applicable fees may include:

• usage-based fees for API requests;
• transaction fees for confirmed bookings;
• commissions or revenue-sharing on eligible bookings, where applicable.

7.2 Applicable Fees and Commissions

The fees and commissions applicable to the Jinko API are defined in the commercial agreement entered into between the Parties. Such fees may vary depending on the Endpoints used, the services provided and the Partner’s commercial terms.

7.3 Billing

Unless otherwise provided, billing occurs on a monthly basis. Consumption statements are made available to you in the partner dashboard. Any dispute regarding an invoice must be submitted in writing within thirty (30) days of its receipt, beyond which the invoice is deemed accepted.

Prices are exclusive of taxes. VAT and any applicable tax are billed in addition at the prevailing statutory rate.

7.4 Payment Processing, Fraud, Chargebacks and Refunds

Where Jinko processes or facilitates payment for a booking, Jinko or its payment service provider shall handle payment processing in accordance with applicable payment and PCI DSS requirements.

Jinko shall manage refunds, chargebacks and payment disputes relating to transactions processed through Jinko. Each Party remains responsible for issues arising from its own acts, omissions or breach of this Agreement.

The Partner shall reasonably cooperate with Jinko on fraud prevention, refunds, chargebacks and disputed transactions.

8. MAINTENANCE AND EVOLUTION OF THE API

8.1 Corrective maintenance

Jinko ensures the maintenance of the Jinko API in order to guarantee its reliability, security and continuity. Corrective maintenance operations (bug fixes) are carried out on an ongoing basis. Preventive maintenance operations are scheduled, to the extent possible, outside peak-usage hours and announced in advance.

8.2 Evolutionary maintenance

Jinko reserves the right to evolve the API, its features and its Endpoints at any time, in compliance with the following version-management rules:

• minor changes (fixes, minor backward-compatible improvements) may be deployed without prior notice;
• major changes or non-backward-compatible modifications are announced with reasonable prior notice via the Documentation and dedicated communication channels;
• deprecation of an Endpoint or of a major API version is subject to a minimum of ninety (90) days' prior notice, during which the prior version remains accessible in parallel to the extent possible.

8.3 Versioning

The Provider maintains a versioning system for the Jinko API Endpoints. Each major version (breaking change) is given a distinct version number. The Partner is informed of the deprecation schedule of versions and has a reasonable period to migrate to the new version before the removal of the old one.

9. INTELLECTUAL PROPERTY

9.1 Rights of the Provider

The Provider is and remains the sole owner of all intellectual property rights relating to:

1. the Jinko API as a whole, its components, modules and successive versions;
2. the Jinko technology platform and the underlying infrastructure;
3. the source code, the algorithms, and the search and ranking systems;
4. the consolidated datasets, in particular the aggregated historical pricing and inventory data;
5. the technical Documentation, in all its versions;
6. the SDKs, tools, connectors and any other element made available under the Agreement.

This Agreement entails no transfer of intellectual property for the benefit of the Partner. The license granted is limited solely to the rights expressly stipulated in this Agreement.

9.2 Rights of the Partner

The Partner grants Jinko a non-exclusive and revocable license to use its trademark, trade name and identifying elements, without modification and in compliance with the guidelines communicated by the Partner, for the sole purpose of identifying the Partner as an integrating partner of the Jinko API in its commercial, technical or communication materials. Any other use of the Partner's trademark is subject to obtaining the Partner's prior written authorization.

9.3 Input data (Inputs)

The data and requests transmitted by the Partner or the End Users to the Jinko API remain the property of the Partner or the End Users, as applicable. The Provider is authorized to process this data solely for the purposes of performing the services, monitoring use of the API and improving its own services, subject to the applicable provisions on the protection of personal data.

9.4 Output data (Outputs)

The outputs returned by the Jinko API constitute proprietary data of the Provider, protected under the sui generis database right and, where applicable, under copyright. The Partner is authorized to use these outputs exclusively:

1. to display the results to End Users within the AI Agent interface;
2. to initiate and manage bookings via Booking & Post-booking Endpoints;
3. for the post-booking operations necessary for the provision of the service;
4. to train its AI model on the Endpoint / API Call names and schemas only, under the conditions of Article 4.

9.5 Feedback and suggestions

Any suggestion, feedback or information relating to the API communicated by the Partner to the Provider is deemed irrevocably assigned to the latter, who may incorporate it into its products and services without any obligation of consideration.

10. PROTECTION OF PERSONAL DATA

10.1 Respective responsibilities

In connection with the use of the Jinko API, each party may be required to process personal data. Each party acts as a data controller for the personal data that it collects and processes on its own behalf, in compliance with the applicable laws and regulations on the protection of personal data (in particular the EU General Data Protection Regulation, GDPR).

10.2 Security incidents

Each Party undertakes to notify the other without delay, and in any event within 48 hours, of any Security Incident of which it becomes aware and that is liable to affect the personal data processed under the Agreement.

11. CONFIDENTIALITY

11.1 Definition

Confidential information means all information, data, documents, code, algorithms, rates and contractual terms disclosed by one Party to the other in connection with the Agreement, identified as such or whose confidential nature is self-evident.

The following are not confidential: information that (i) is or becomes public through no fault of the receiving Party, (ii) was already known to the receiving Party prior to its disclosure, (iii) was lawfully obtained from a third party, or (iv) must be disclosed pursuant to a legal or regulatory obligation, subject to informing the other Party in advance as soon as possible.

11.2 Obligations

Each Party undertakes to:

1. keep the confidential information received strictly confidential;
2. disclose it only to persons who strictly need it in connection with the Agreement and who are subject to equivalent obligations;
3. not use it for purposes other than the performance of the Agreement;
4. take all reasonable protective measures to prevent its unauthorized disclosure.

11.3 Duration

The confidentiality obligations apply during the term of the Agreement and for 5 years following its expiry or termination.

12. WARRANTIES

12.1 Provider's warranties

The Provider warrants that:

1. it holds all rights and authorizations necessary to enter into this Agreement and grant the license provided for;
2. the Jinko API will operate substantially in accordance with the Documentation under normal conditions of use;
3. in its capacity as a travel operator registered in France, it assumes the legal and regulatory responsibilities relating to the sale of travel services to End Users, in particular the obligations arising from the strict-liability regime provided for by Articles L. 211-16 et seq. of the French Tourism Code (Code du tourisme).

12.2 Partner's warranties

The Partner warrants that:

1. it holds all rights, licenses and authorizations necessary to integrate the Jinko API into its AI Agent and to operate it commercially;
2. its AI Agent is designed and operated in compliance with the applicable regulations, in particular regarding artificial intelligence and consumer protection;
3. it will adequately inform End Users about the travel services offered and the applicable conditions.

The Partner undertakes to defend, indemnify and hold harmless Jinko, as well as its affiliated companies and their respective directors, officers, employees, agents and representatives, against any claim, action, proceeding, loss, damage, expense and cost, including reasonable attorneys' fees, arising from third parties and resulting from or relating to:

a. the Partner's breach of these ToU, or that of its authorized users or systems;

b. any claim made by travelers or third parties concerning the Partner's activity, its pricing conditions, its handling of bookings or any information relating to its offering that was not provided by Jinko;

c. any tax, contribution or levy improperly charged to Jinko or to a partner supplier on amounts that the Partner has billed to a traveler in addition to the sums remitted to Jinko in connection with a booking.

This indemnification obligation is subject to the following conditions: Jinko informs the Partner without undue delay of any claim liable to give rise to it and authorizes the Partner to handle its defense or resolution; Jinko refrains from any admission of liability, agreement, settlement or compromise concerning the said claim without the Partner's prior written consent; Jinko provides all reasonable cooperation in the defense and settlement of the claim, at the Partner's expense.

13. LIABILITY AND INDEMNIFICATION

13.1 Partner's liability

The Partner is solely responsible for:

1. its AI Agent, its development, its maintenance and the compliance of its processing with the applicable regulations;
2. the interpretation and transformation of End Users' instructions into API requests;
3. the filtering, ranking, recommendations and display of the offers returned by the Jinko API;
4. the non-alteration of the information provided by the Provider (prices, conditions, legal warnings);
5. the compliance of its personal data processing with the applicable regulations.

13.2 Exclusion of indirect damages

In no event shall a Party be liable to the other for indirect damages, business interruption, loss of revenue, loss of data, loss of profits or any other intangible damage, even if that Party has been warned of their possibility. This exclusion does not apply in the event of gross negligence or willful misconduct, breach of confidentiality obligations, or infringement of intellectual property rights.

13.3 Liability cap

The total liability of each Party, on all grounds and for all causes combined, is limited to the total amount of the sums actually paid or received by the Party under this Agreement during the 12 months preceding the event giving rise to the damage. This cap does not apply to bodily injury, willful misconduct or gross negligence, or to breaches of the warranty against eviction (warranty of quiet enjoyment).

13.4 Indemnification for infringement of third-party rights

Each Party undertakes to defend, indemnify and hold the other harmless from any claim brought by a third party resulting from a breach by the indemnifying Party of its obligations, provided that the indemnified Party: (i) notifies the indemnifying Party without delay, (ii) grants it exclusive control of the defense and settlement, and (iii) cooperates reasonably.

14. INSURANCE

Each Party undertakes to take out and maintain, throughout the term of the Agreement, with a notoriously solvent insurance company, professional liability insurance and, where applicable, general (operating) liability insurance, covering the damages liable to be caused to the other Party or to End Users in connection with the performance of the Agreement.

The Provider, in its capacity as a registered travel operator, also evidences the mandatory financial guarantee provided for by Article R. 211-26 of the French Tourism Code (Code du tourisme), the references of which appear in the preamble to this Agreement.

Each Party undertakes to provide the other, upon simple request, with a valid certificate of insurance. In the event of termination, non-renewal or material modification of the coverage, the Party concerned shall inform the other without delay.

15. TERM AND TERMINATION

15.1 Term

These ToU enter into force on the date of acceptance by the Partner and remain applicable for as long as you use the Jinko API. They may be associated with a commitment period defined in your commercial agreement, the terms of which prevail over the general termination provisions below.

You may cease using the Jinko API at any time. In the event of a commercial agreement carrying out a commitment period, the early-termination conditions defined in that agreement apply. Failing that, thirty (30) days' written notice is required.

15.2 Termination for breach

In the event of a breach by one of the Parties of one of its essential obligations, the other Party may terminate the Agreement automatically, after a formal notice sent by registered letter with acknowledgment of receipt that has remained without effect for 30 calendar days, or immediately in the event of an irremediable breach.

The following, in particular, constitute essential breaches by the Partner:

1. non-payment of sums due after formal notice;
2. repeated or serious breach of the Fair Use Policy set out in Article 4;
3. breach of the usage restrictions of Article 5;
4. breach of the confidentiality obligations of Article 11;
5. characterized abusive use within the meaning of Article 5.

16. SUSPENSION

16.1 Temporary suspension

Jinko may suspend your access to the API, in whole or in part, in the following cases:

a. any information provided by you, or on your behalf, to Jinko proves to be incomplete, inaccurate, outdated or knowingly distorted;

b. you fail to comply with the fair-use policy defined in Article 4, or exceed a manifestly disproportionate volume of requests and fail to remedy that situation within a reasonable time after written notice from Jinko;

c. you fail to comply with the fair-use policy defined in Article 4, in particular in the event of mass polling or automated bursts unrelated to a booking intent;

d. you fail to remedy a breach notified by Jinko within the time allotted by that notice;

e. you fail to pay the sums due under these ToU within five (5) business days of receipt of a formal notice from Jinko;

f. your use of the API generates a rate of fraudulent transactions or fines that Jinko, acting reasonably, considers abnormally high relative to industry standards;

g. Jinko is required to carry out such suspension pursuant to the applicable law or at the request of a partner travel-content supplier;

h. Jinko reserves the right to suspend your access to the API in the event of abnormal use of the services or in the event of request volumes deviating significantly from the defined limits.

In general, any temporary suspension decided by Jinko in accordance with these terms shall not give rise to any compensation in the Partner's favor.

During any suspension, End Users may continue to view and manage existing bookings, including permitted changes, cancellations and refunds, unless access must be restricted for legal, security, fraud or supplier reasons.

16.2 Suspension procedure

Except in the event of a technical emergency or manifestly abusive conduct, Jinko notifies you by electronic means before any suspension and grants you a reasonable period to remedy the situation. In an emergency, the suspension may take effect without prior notice, but Jinko informs you as soon as possible and states the reasons for its decision.

16.3 Restoration of access

Suspended access is restored once the situation that justified the suspension is resolved and after validation by Jinko. Jinko may condition the restoration of access on the implementation of additional technical safeguards or on the signing of an amendment. The suspension does not suspend your payment obligations relating to prior periods.

17. COMPLIANCE WITH LAWS AND REGULATORY REQUIREMENTS

17.1 General obligations

The Provider shall comply with all legal and regulatory obligations applicable to it in the performance of the Agreement, in particular regarding consumer law, tourism law, data protection and anti-corruption.

The Partner is solely responsible for compliance with the laws and regulations applicable to it in connection with the operation of its AI Agent, including the regulations on artificial intelligence, consumer protection, competition law and the taxation applicable to its activities. It may not seek to hold the Provider liable in this respect.

17.2 Export control

Each Party undertakes to comply with the applicable regulations on export control, economic sanctions and embargoes. The Partner warrants that it will not use the Jinko API in territories subject to international sanctions or for the benefit of sanctioned persons or entities.

17.3 Anti-corruption

Each Party undertakes to comply with the applicable laws and regulations on the fight against corruption and influence peddling. Neither Party shall pay, offer, promise or solicit any payment, advantage or gratuity to the other Party or its representatives for the purpose of obtaining an undue commercial advantage.

18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1 Governing law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

18.2 Attempt at amicable resolution

In the event of a dispute relating to the interpretation, validity or performance of this Agreement, the Parties undertake to attempt to resolve it amicably. The more diligent Party notifies the dispute by registered letter with acknowledgment of receipt. The Parties have 30 days from that notification to reach an agreement.

18.3 Jurisdiction

If the Parties are unable to resolve the dispute amicably within such thirty (30)-day period, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any action or proceeding arising out of or relating to this Agreement, and each Party waives any objection to the venue or jurisdiction of such courts.

19. GENERAL PROVISIONS

19.1 Force majeure

Neither Party shall be liable to the other for the non-performance or delay in the performance of any of its contractual obligations where such non-performance or delay results from an event of force majeure, that is, an event beyond the control of the defaulting Party that could not reasonably have been foreseen at the time of acceptance of these TOU and whose effects cannot be overcome by appropriate measures.

The Party affected by an event of force majeure must notify the other Party as soon as possible upon becoming aware of it, by any means allowing proof to be retained, specifying the nature of the event, its impact on the performance of its obligations and the foreseeable duration of the impediment. It must take all reasonable measures within its power to limit the effects of the event and to resume the performance of its obligations as soon as possible.

During the duly notified force majeure event, the affected obligations are suspended automatically, without any penalty, indemnity or additional cost being claimable on this basis by either Party. Payment obligations relating to services actually rendered prior to the event remain due.

If the force majeure event continues beyond seven (7) consecutive days and makes the performance of essential obligations of this agreement impossible, each Party is entitled to terminate these TOU by written notice to the other Party, with no compensation on either side, subject to thirty (30) days' notice from the notice of termination. This right of termination may be exercised only if the impossibility of performance concerns substantial obligations and not ancillary or temporarily substitutable obligations.

19.2 Entire agreement

These ToU, together with any applicable commercial agreement entered into between the Parties, constitute the entire agreement between the Parties with respect to its subject matter and supersede all prior agreements, whether written or oral. They may be amended only by a written amendment signed by the authorized representatives of both Parties

19.3 Partial invalidity (severability)

If any provision is declared null or unenforceable, the others remain in force. The Parties undertake to negotiate in good faith a replacement provision producing economic effects as close as possible to those of the null provision.

19.4 No waiver

The fact that one of the Parties does not avail itself of a breach by the other or tolerates its non-performance on a temporary or permanent basis, may not be construed as a waiver of its rights under the Agreement.

19.5 Hardship

If a change of circumstances that was unforeseeable at the time the Agreement was concluded renders performance excessively onerous for one of the Parties, that Party may request the other to renegotiate the Agreement. If the renegotiation is refused or fails within a period of 90 days, the Parties may refer the matter to the competent court so that it may adapt the Agreement or, if the Party that did not request the renegotiation agrees, terminate it.

19.6 Non-solicitation of personnel

Each Party undertakes not to solicit, poach or hire, directly or indirectly, any member of the other Party's personnel who participated in the performance of the Agreement, during the term of the Agreement and for 12 months following its expiry or termination.

19.7 Assignment

The Partner may not assign or transfer this Agreement, in whole or in part, without the Provider's prior written consent. The Provider may assign the Agreement to any entity that succeeds it in the context of a merger, acquisition or transfer of assets, provided that it informs the Partner within [30] days.

19.8 Notices

Notices by email are deemed received on the next business day following their dispatch, unless proven otherwise. The Parties undertake to notify each other of any change of address as soon as possible.

19.9 Independence of the Parties

This Agreement creates no relationship of subordination, no mandate, no company, no partnership and no association between the Parties. Each party acts as an independent contracting party.