When you develop on our platform you are entering into a legal agreement and you agree to all of these terms.
You agree that by developing against the Geronimo Solutions API, you are agreeing to enter into a legally binding contract with Geronimo Solutions Corporation 11539 Park Woods Circle, Unit 106, Alpharetta GA 30005, USA. (“we,” “us,” “our,” and “Geronimo Solutions”).
If you are developing on our platform on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an Application on behalf of that entity and bind it to these Terms. If you are not authorized, you may not accept the Terms or register an Application for someone else.
These Terms govern your use of our API. If you have executed another agreement with us related to your use of our API, then those terms would control your use of our API.
Geronimo Solutions makes our API available to developers as follows:
(1) “Affiliate Program” where you can develop Applications using our API that is available to you immediately upon contacting us for an API key and have agreed to these Terms;
These Terms shall apply to any use of our API endpoints unless you have executed a separate signed partnership agreement, in which case that agreement shall apply (“Affiliate Program”).
As used in these Terms, “API” means programmatic web API, software and other functionality and their associated tools and documentation that Geronimo Solutions makes available via our API or via direct communications with our engineers.
Your use of our API and display of Content in your Application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the API or otherwise made available to you (together, the “Developer Documentation”, which are expressly incorporated into these Terms by reference). “Content” means any data or content from our Services or accessed via the API or Geronimo Solutions Servers. “Services” includes content and capabilities available on geronimo.com, travelpledge.com (including Private Label sites), onespare.com (and related sites), Geronimo Solutions-branded apps, and other Geronimo Solutions-related sites, apps, communications and services and technology related thereto.
In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.
You may use the API if your Application follows these Terms, the Developer Documentation, and is designed to help Geronimo Solutions Users or Nonprofit Organizations be more productive and successful.
In addition to your compliance with the other requirements and obligations set forth in these Terms, you may use the Geronimo API and display Content retrieved via the API in your Application if:
To begin using the API, you must first register with Geronimo Solutions, and then provide basic details about how your Application will interact with the API. The information that you provide to Geronimo Solutions during registration must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.
Once you have successfully registered and met the other requirements for the API, you will be given Access Credentials for your Application. “Access Credentials” means the necessary security keys, and other credentials to access the API. The Access Credentials enable us to associate your API activity with your Application and the Geronimo Solutions Users or Nonprofit Organizations using it. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors in accordance with Section 3.1 below. Do not try to circumvent them and do not require your users to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent call limits).
Geronimo Solutions will provide a test environment for your use while developing your Application and integrating with our API. The test environment is subject to the same limitations as defined by these Terms. You should not connect a production instance of your application to the Geronimo Solutions Test Environment. All data transmitted into the Test Environment should be test data and, where possible, should not be representative of actual people, companies, or organizations. Geronimo Solutions is not responsible for any data transmitted by your application into our Test Environment.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with Section 3.1), non-transferable, non-assignable license under Geronimo Solutions’ intellectual property rights during the Duration (as defined in Section 11.1, below) (a) to use the API to develop, test, operate and support your Application; (b) to distribute or allow access to your integration of the API within your Application to end users of your Application; and (c) to display the Content accessed through the API within your Application.
In addition to the other terms and conditions in these Terms, except as expressly set forth herein, you agree not to do the following:
In addition to the other terms and conditions in these Terms, you must never do any of the following under these Terms:
You must not capture, copy or store any Content or any information expressed by the Content (such as hashed or transformed data), except to the extent permitted by these Terms.
You must store all Content in a manner which enables you to identify, segregate and selectively delete such Content. The Content must not be stored in a data repository that would enable any third party access (other than the customer or Member to which it relates).
Solely to improve your Application’s performance, you may cache the Content for up to 24 hours from a request for that Content through the API before either deleting or refreshing the data..
You may store organization data for the duration of your relationship with that organization or when these Terms end.
You may store event data for the duration of your relationship with the associated organization or when these Terms end.
All Content retrieved from the API must be displayed as delivered without any modifications.
Images provided as part of the Content may be cropped as required for display in your Application. When cropping images, best effort must be made to retain as much of the original image as possible.
Details about Certificates provided as part of the Content, to include: titles, descriptions, marketing information, redemption information, and restrictions; must not be altered in any way and should be presented to users of your Application
If your Application includes a “Marketplace”, meaning a mechanism that allows users of your Application to browse Content from the API, you agree to do the following:
You must immediately delete all Content collected through the API about a particular Geronimo Solutions user or organization, upon request by that user or organization, or when the user closes their account.
The restrictions of this Section do not apply to data that Users or Nonprofit Organizations provide directly to you and that is separately entered or uploaded to you by the user of your Application.
You must immediately delete all Content if we terminate your use of the API for breach of these Terms, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
Subject to these Terms, we grant you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Duration to display Our Brand Features within the Application and to accurately promote or advertise your integration of the API in your Application. “Our Brand Features” means any trade names, trademarks, service marks, logos and domain names that Geronimo Solutions makes available to you.
You agree not to display Our Brand Features (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement or (b) in any way that is misleading, implies that your Application is approved, created or endorsed by Geronimo Solutions (or otherwise embellishing your relationship with Geronimo Solutions) or in a way that is otherwise objectionable to Geronimo Solutions in its sole discretion. If you are planning any formal, proactive press outreach, you will submit the content (press release, blog post, etc.) to us for prior written approval (email acceptable). Any good will in Our Brand Features resulting from your use will inure solely to Geronimo Solutions.
You grant us a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Duration to display your trade names, trademarks, service marks, logos and domain names (collectively, “Your Brand Features”) to promote or advertise your use of the API in your Application. Any good will in Your Brand Features resulting from our use will inure solely to you.
We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the API and/or user of the Content. We may also publish your name and logo (with or without a link to your Application) on our Services, in press releases, and in promotional materials without additional consent or notice to you.
You must notify Geronimo Solutions of any security incident that may affect Geronimo Solutions or its Geronimo Solutions Users or Nonprofit Organizations and you will work with Geronimo Solutions to remediate any security incident.
We may restrict access to the API or perform an audit of your Application if you fail to provide adequate information and materials to verify your compliance with these Terms.
You will provide us with at least one full-feature client account-level instances to access your Application (and/or other materials relating to your use of the API and/or the Content) as reasonably requested by us to verify your compliance with these Terms (including, in particular, your security and privacy obligations under these Terms).
You also agree to assist Geronimo Solutions in verifying your compliance with these Terms by providing us with information about your Application and storage of Content, which may include access to your Application and other materials or Systems related to your use of the API. If you do not demonstrate full compliance with these Terms, as determined in our sole discretion, we may restrict or terminate your access to the API.
You acknowledge that Geronimo Solutions may monitor any API activity from its own systems for the purpose of ensuring quality, improving Geronimo Solutions products and Services, and ensuring compliance with these Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from Geronimo Solutions your API activity. Geronimo Solutions may use any technical means to overcome such interference.
We may provide you with support for the API in our sole discretion and we may stop providing support to you at any time without notice or liability to you. We are not obliged to provide any training, support or technical assistance for the Application, the Content, or the API directly to your Application users and you agree to communicate to your Application users that you (and not Geronimo Solutions) are responsible for any such support.
We may modify or release subsequent versions of the API and require that you use those subsequent versions. Unless we release a new version of the API for security or legal reasons, you will have a reasonable amount of notice (as determined by us), to migrate to subsequent versions of the API. You acknowledge that once Geronimo Solutions releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Your continued use of the API following a subsequent release will be deemed your acceptance of modifications.
The API are currently provided for free, but Geronimo Solutions reserves the right to charge for the API in the future. If we do charge a fee for use of the API or any developer tools and features, you do not have any obligation to continue to use the API.
Each party will bear its own costs and expenses in performing its obligations under these Terms.
You may not charge your Application users incremental fees for access to our Content or API.
Each party acknowledges that the other party may be independently creating applications, content and other products or services that may be similar to or competitive with those of the other party and nothing in these Terms will be construed as restricting or preventing each party from creating and fully exploiting such applications, content and other items, without any obligations to the other party.
We own the API, Content, Services and brand
You own your Application and brand.
As between the parties, we own all rights, title, and interest in and to the (a) API, and all elements, components, and executables of the API, (b) Content; (c) Services; and (d) Our Brand Features (clauses (a)-(d) collectively, the “Geronimo Solutions Materials”), and, subject to the foregoing, you own all rights, title, and interest in and to the Application and Your Brand Features. Except to the limited extent expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party under these Terms. All rights not expressly granted in these Terms are withheld.
For the Duration you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and answering inquiries; (b) link to and direct Geronimo Solutions Users or Nonprofit Organizations to your Application; and (c) sublicense the foregoing rights to Geronimo Solutions Affiliates (as defined in Section 12.3 below).
Either party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other party related to the other party’s products and services (”Feedback”). Feedback is provided on an “as is” basis with no warranties of any kind and the receiving party will have a royalty-free, worldwide, sublicensable, transferable, non-exclusive, perpetual and irrevocable right and license to use Feedback. Each party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
You must comply with these Terms in order to use the API. The most current version of these Terms can be reviewed on the API.
We reserve the right to modify, supplement, or replace any provisions of these Terms, effective prospectively upon posting on the API or otherwise notifying you. For example, we may present a notification on the API when we have amended these Terms so that you may access and review the changes prior to your continued use of the API. If you do not want to agree to changes to these Terms, you can terminate these Terms at any time in accordance with Section 11
The duration of these Terms (the “Duration”) will be from the date upon which you agree to these Terms and will continue until terminated as set forth below.
You may terminate these Terms by discontinuing use of our API.
We may suspend or terminate your use of all or any of the API or Content at any time if we believe you have violated these Terms, or, in our sole discretion, we believe the availability of the API in your Application is not in our or our Users or Nonprofit Organizations’ best interests.
We may discontinue the availability of some or all of the API or any Content at any time for any reason. We shall provide you with 30 days notice unless we discontinue such availability to protect the security or integrity of the API and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation.
We may also impose limits on certain features and services or restrict your access to some or all of the API, Content or our Services. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in these Terms may be exercised without prior notice or liability to you.
Either party may terminate these Terms: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of these Terms by the other party, if such breach is not cured within 10 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.
Upon termination of these Terms:
Notwithstanding the above, each party may retain a copy of these Terms and such other confidential information of the other party as reasonably required for legal and auditing purposes. Geronimo Solutions may request that you certify in writing your compliance with this Section.
The following sections of this Agreement shall survive any termination, Sections 3 (“Use of the API and Geronimo Solutions Content”), 4.4 (“Delete at Request”), 4.5 (“Delete for Breach”), 5 (“Don’t Harm or Trick Geronimo Solutions Users or Nonprofit Organizations”), 6 (“Brand Use”), 7 (“Safety and Abuse”), 8.3 (“Independent Development”), 9 (“Ownership”), 10 (“Follow the Law and These Terms”), 11.5 (“Effect of Termination”), 11.6 (“Survival”), 12 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 13 (“Dispute Resolution”) and 14 (“General Terms”).
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED TERMS OR EXCLUSIONS OF LIABILITY AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
WE PROVIDE THE GERONIMO SOLUTIONS MATERIALS AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE GERONIMO SOLUTIONS MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE GERONIMO SOLUTIONS MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE GERONIMO SOLUTIONS MATERIALS TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE GERONIMO SOLUTIONS MATERIALS WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. GERONIMO SOLUTIONS DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY.
NEITHER GERONIMO SOLUTIONS NOR ANY OF OUR SUBSIDIARIES, OR AFFILIATED COMPANIES (EACH A "GERONIMO SOLUTIONS AFFILIATE"), AND OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS, SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF GERONIMO SOLUTIONS MATERIALS ACCESSED THROUGH OR DOWNLOADED FROM GERONIMO SOLUTIONS; OR (B) ANY LIABILITY OR DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000). THIS LIMITATION OF LIABILITY SHALL:
You will defend, hold harmless, and indemnify Geronimo Solutions and the Geronimo Solutions Affiliates (and our and their respective employees, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (a) your breach of your obligations herein; or (b) the violation of any copyright, trademark, service mark, trade secret or patent by the Application, Feedback or Your Brand Features.
These Terms and any claim, cause of action or dispute (“Claim”) arising out of or related to these Terms shall be governed as follows.
For all, including those who live outside of the United States, the laws of the state of Georgia, USA, excluding its conflict of laws rules and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, shall exclusively govern any dispute relating to these Terms, except that the U.S. Federal Arbitration Act governs everything related to arbitration. All Claims (except those brought in arbitration and small claims court) can be litigated only in the federal or state courts in Fulton County, Georgia, USA, and we each agree to personal jurisdiction in those courts.
Notwithstanding the above, you agree that Geronimo Solutions shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys' fees and costs incurred.
For any Claim (excluding claims for injunctive or other equitable relief) arising out of or related to these Terms, where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the Claim in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties.
The ADR provider and the parties must comply with the following rules:
If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of these Terms will not be affected in any way.
Where Geronimo Solutions has provided you with a translation of the English language version of these Terms or any document referenced in these Terms, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
We may notify you via postings on the API or via the email address associated with your Affiliate account. Geronimo Solutions accepts service of process at this address: Geronimo Solutions LLC 11539 Park Woods Circle, Unit 106 Alpharetta GA 30005 USA. Any notices that you provide without compliance with this Section shall have no legal effect.
These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and Geronimo Solutions regarding the subject matter of these Terms and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the developer platform or any API, Content or other material used or displayed through the Geronimo Solutions developer platform.
Entities other than Geronimo Solutions Corporation and Geronimo Solutions Ireland Unlimited Company that Geronimo Solutions Corporation owns a 50% or greater interest in are not parties, but intended third party beneficiaries of these Terms, with a right to enforce these Terms directly against you.
You may not, without Geronimo Solutions’ prior written consent, assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.