Terms of Use

API LICENSE AGREEMENT

Version 1.0 - effective October 18, 2022.

IMPORTANT, please read the following terms and conditions carefully. Any access to or use of the application programming interfaces, software development kits, websites, services, data and any other materials, tools, systems or other items or information (collectively, the “APIs”) provided or made available by EAN Services, LLC (“Enterprise”, “we”, “us” or “our”) on the Portal is subject to these terms and conditions (this “Agreement”), which is a contract between us and the user of the APIs. If any potential user of the APIs does not wish to be bound by this Agreement, such user may not access or otherwise use the APIs. EAN Services, LLC is entering into this Agreement on behalf of its parent company, Enterprise Holdings, Inc., which owns the intellectual property rights governed hereunder.

By clicking accept to the terms of this Agreement or by accessing or using the APIs, you and any entity, person, or company that you represent (collectively “Licensee”, “You” or “Your”) agree to be bound by the terms of this Agreement, including all terms and policies referenced. This Agreement sets out the legally binding terms with respect to Your access to and use of the APIs. IF YOU DISAGREE WITH OR ARE UNWILLING TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE APIs.

1. Definitions

“Application” means any application, website, interface, or other communication method Licensee develops or uses to interact with the APIs.

“Enterprise Content”, as it relates to the APIs, means any data, personally identifiable information or applications that Enterprise makes available to Licensee through the APIs.

“Licensee Content” means any data that Licensee transmits to Enterprise through the APIs. For clarity, while Licensee Content may include Renter Information, Licensee shall not have any ownership rights in any such Renter Information.

“Portal” means the website address provided by Enterprise to Licensee where Licensee can access the APIs and Enterprise Content.

“Purpose” means the business purposes as may be agreed to or authorized by Enterprise in writing from time to time. Unless specifically authorized by Enterprise, the Purpose is limited to Licensee’s internal use only.

“Renter Information” means any information that Licensee or its employees, agents, representatives, third party service providers, customers, insureds or claimants provide, directly or indirectly, to Enterprise or its affiliates in connection with a vehicle rental transaction (or rideshare transaction) or reservation.

2. Account Relationship with Enterprise

Licensee is accepting this Agreement on behalf of his or her employer, company, organization, or other entity, Licensee agrees that it may legally bind such entity to the terms of this Agreement and all references to Licensee herein shall be deemed to include Licensee and such entity. Licensee represents and warrants that it has the authority to bind such entity.

3. Ownership, License, and Use of the APIs and Trademarks

Enterprise Holdings, Inc. owns or licenses and retains all right, title, and interest in and to the APIs and all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and related to the APIs. EAN Services, LLC is authorized by Enterprise Holdings, Inc. to grant the licenses set forth below. Subject to the terms and conditions of this Agreement, Enterprise grants Licensee a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the APIs and the Portal solely to the extent necessary to develop Applications that interact with the APIs for the Purpose and to permit Licensee, using the Application, to retrieve certain Enterprise Content and data available through the Portal for the Purpose subject to the restrictions contained under this Agreement. Licensee represents and warrants that it has the full right and authority to grant, and except to the extent Licensee Content consists of Renter Information, Licensee hereby grants to Enterprise a perpetual, irrevocable, worldwide, royalty-free, fully paid up, transferrable, sublicensable, non-exclusive license to reproduce, prepare derivative works of, distribute, publicly perform, display, transmit, use, and otherwise exploit Licensee Content and any Applications that Licensee submits to the Portal or otherwise make available to Enterprise through the APIs.

Prior to providing Enterprise any personally identifiable information, Licensee shall first ensure that it has obtained all necessary consents and authorizations to provide such information to Enterprise and that it complies with any and all applicable laws and regulations governing access to and use of such information.

Enterprise may monitor use of the APIs for any reason, including without limitation to maintain stability of the APIs, ensure quality, improve the APIs, or to verify Licensee’s compliance with this Agreement. Licensee will take no action to block or otherwise impede Enterprise’s monitoring of Licensee’s use of the APIs.

If and to the extent that Enterprise provides Licensee with access to Enterprise Content, Licensee acknowledges and agrees that such access shall be limited to the use of Enterprise Content in accordance with any such limitations and conditions and solely for the Purpose. Prior to accessing or using any Enterprise Content that includes personally identifiable information, Enterprise customer data or other sensitive or protected categories of personal data, Licensee shall first ensure that it has obtained all necessary consents and authorizations to access and use such information and that it complies with any and all applicable laws and regulations governing access to and use such information. Any and all such access and use shall be limited to the minimum extent necessary to perform the Purpose for which access to and use of such information was made available to Licensee.

All rights not expressly granted by this Agreement are reserved to Enterprise.

4. Development and Testing

Licensee hereby assumes all responsibility for the selection of the API to achieve Licensee’s intended purposes; the use of the API pursuant to this Agreement; any Applications made by Licensee, and the results obtained from use of the API by Licensee. Licensee shall test the Application for use with the API. Enterprise reserves the right to perform, but is not obligated to perform, acceptance testing of the Application, and Licensee will provide reasonable cooperation with Enterprise should it desire to test the Application. Such testing by Enterprise shall not create any obligations on the part of Enterprise with respect to the Application, and Licensee will not disclose in any manner to any third party that Enterprise has performed testing of the Application, or the results of any such testing undertaken by Enterprise. Licensee is solely responsible for ensuring that the Application performs in accordance with the specifications and documentation for such Application.

5. Restrictions

Licensee’s use of the APIs is subject to the terms and conditions of this Agreement, including without limitation the following restrictions:

a. Licensee must not mask his or her identity or such entity’s identity when registering for or using the APIs.

b. Licensee may only use the APIs and access Enterprise Content as permitted by applicable law and shall require that all end users of the Application comply with applicable laws.

c. Licensee shall not upload, post, transmit, or otherwise make available through the Application any inappropriate, defamatory, obscene or unlawful content or any content that harms, defames, abuses, harasses, threatens, endangers the safety of, or otherwise violates or infringes on the rights of any third person.

d. Licensee may not copy, or use the APIs, Enterprise Content or any documentation or software related thereto, except as expressly permitted by the license granted in this Agreement. Licensee is strictly forbidden from copying, reselling, leasing, licensing, assigning or redistributing the APIs, Enterprise Content or any documentation or software related thereto in any manner whatsoever.

e. Licensee shall not, and shall not permit any end user of the Application or other third party to, reverse engineer, decompile, dissemble, or otherwise extract any code from the APIs.

f. Licensee shall not permit the Application or Licensee’s use of the APIs to interfere with the APIs.

g. Licensee shall not tamper with the security of the APIs, disable, circumvent, or avoid any security device, protocols, or procedures established by Enterprise.

h. Licensee shall not, and shall ensure that the Application and Licensee Content does not, introduce any viruses, worms, defects, Trojan horses, malware, or other destructive or harmful code into the Portal, Enterprise Content, the APIs or Enterprise’s environment.

i. Licensee’s Application shall not provide emergency response, life-safety, or other critical services that require notification without interruption.

j. Licensee shall not permit the Application to cause any harm, damage, or loss.

k. Licensee shall not permit any release of an Application to occur until after Licensee has properly designed such release and thoroughly tested such release to ensure that the Application presents no risk of personal injury, death, property damage, or other losses arising out use of the Application.

6. Third Party and Open Source Software

The terms and conditions of this Agreement do not apply to any third party or open source software included with the APIs. Any such third party or open source software is provided pursuant to the terms and conditions and notices applicable to such software.

7. No Service Levels

Enterprise shall use commercially reasonable efforts to make the APIs available to Licensee. Notwithstanding the foregoing, Enterprise does not guarantee any minimum uptime, availability, accuracy or performance of the APIs.

8. APIs Volume and Quota

Enterprise may set limits on use of the APIs or number of calls to the APIs that each Application may make. Enterprise reserves the right to modify or add to these limitations or conditions on such access upon written notice to Licensee at any time for any reason (which notice can be made via Enterprise’s website, the Portal or as set forth in Section 14 below). Enterprise reserves the right to throttle the Application or terminate or suspend this Agreement in the event that Licensee exceeds any then-current limits or other restrictions in place regarding use of the APIs.

9. Support Services

Enterprise is not obligated to provide any support services, error corrections or technical support for the APIs, the Portal or Application under this Agreement. All support for the Application shall be the responsibility of Licensee. Enterprise, at its sole discretion, may make available to Licensee support services for the API or may provide support to Licensee in developing, testing and maintaining the Application, as mutually agreed by the parties.

10. Cost and Expenses

Each party is responsible for all costs and expenses incurred by it in performing its obligations under this Agreement. Enterprise is not responsible for costs and expenses incurred by Licensee as a result of any change in the APIs or in the Portal. Neither party is obligated under this Agreement to share any revenues, pay any royalties, or otherwise pay commissions to the other party.

11. Unauthorized Use

Licensee shall use its best efforts to prevent, prosecute, and enjoin any unauthorized use, copying, distribution, reverse engineering, and reverse compiling of the APIs, through appropriate restrictive contracts entered into by its employees, and any of its consultants or third parties having access thereto through Licensee, and shall pursue appropriate actions to enforce such protection provisions. Licensee will be responsible for any unauthorized use of the APIs and/or Enterprise Content by its employees or consultants.

12. Security and Privacy

Licensee shall implement and maintain all necessary and appropriate administrative, technical and physical safeguards to protect the security and confidentiality of the APIs, the Portal and Enterprise Content, and Licensee is and shall remain fully responsible for all activities that occur pursuant to its access or use of the APIs, the Portal and/or Enterprise Content. Licensee agrees to adhere at all times to industry-best security practices of first-tier providers, users and recipients of similar sites and services.

Licensee will immediately notify Enterprise at CSIRT@ehi.com within 24 hours of any known security breaches, incidents, unauthorized access to or use of the APIs, Enterprise Content or the Portal or other issues that may impact the security or confidentiality of systems or security mechanisms relating to the Application, the APIs, the Portal, Enterprise Content or Enterprise. Licensee must, at its sole cost, remediate the issue within the timeframe communicated by Enterprise to Licensee.

At Enterprise’s request and, not more than annually, Licensee will perform a third party security audit of its systems, technologies and processes relating to the APIs, Enterprise Content, Portal and Application and promptly deliver a written report of the results of each audit to Enterprise.

13. Confidentiality

The APIs, Enterprise Content and all other information provided by Enterprise or made available to Licensee pursuant to this Agreement is the confidential information of Enterprise (“Confidential Information”). Licensee shall use reasonable efforts to protect the confidentiality and non-disclosure of the Confidential Information and shall not disclose any Confidential Information to any third party. If applicable, Licensee shall allow access to the API and Enterprise Content only to employees who are performing services for Licensee related to the Purpose of this Agreement, who have a need to know the information contained in the API and Enterprise Content, and who have a legal duty to protect the API and Enterprise Content from unauthorized copying, use, or disclosure. Licensee agrees to use its best efforts to prevent, prosecute, and enjoin any actual or threatened unauthorized copying, use, or disclosure of the API and Enterprise Content. Confidential Information does not include information generally available in the public domain, information provided to Licensee by a third party without any obligation of confidentiality, or information that was independently developed by Licensee without use of or reference to the APIs or any other information provided by Enterprise.

14. Changes to the APIs or this Agreement

Enterprise reserves the right to revise, update, or otherwise modify the APIs and/or this Agreement at any time, for any reason, by posting revised terms and conditions to Enterprise’s website or Portal. If any changes to the APIs causes any disruption in the Application, Licensee shall modify the Application to ensure continued service for end users. Enterprise may add or remove functions or features and makes no representation or warranty that the Application will continue to work with any changes to or future APIs. Enterprise shall have no liability for any costs or damages caused by any changes to the APIs. Licensee’s continued use of the APIs shall constitute Licensee’s acceptance of such revisions, updates, or modifications to the APIs or this Agreement and such revisions, updates, or modifications shall thereafter be deemed to be part of this Agreement. If Licensee does not agree to any such revisions, updates, or modifications, Licensee must terminate his or her (or his or her entity’s) use of the APIs.

15. Termination or Suspension

Licensee may stop using the APIs at any time by providing thirty (30) days written notice to Enterprise. Enterprise may for any reason or no reason, without limitation to any other rights and without notice, terminate this Agreement or suspend access to the APIs at any time and without liability to Licensee. Upon termination of this Agreement, Licensee shall immediately cease all use of the APIs and delete or return any copies of the APIs and Enterprise Content. The Sections of this Agreement that by their nature are intended to continue will survive termination of this Agreement, including without limitation Sections 12, 13, and 16-19.

16. Disclaimer of Warranties

LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE APIs, THE PORTAL AND ENTERPRISE CONTENT IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND TIMELINESS IS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APIs, THE PORTAL AND ENTERPRISE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ENTERPRISE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APIs, THE PORTAL AND ENTERPRISE CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ENTERPRISE DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE’S OR ITS END USERS’ ENJOYMENT OF THE APIs, OR THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE APIs WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE APIS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN APIs WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENTERPRISE OR ITS AUTHORIZED REPRESENTATIVE(S) SHALL CREATE ANY WARRANTY. SHOULD THE APIs PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

17. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ENTERPRISE, ITS AFFILIATES, LICENSORS OR RELATED PERSONS, OR ITS OR THEIR OFFICERS OR DIRECTORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF LICENSEE OR ITS CUSTOMERS OR ITS OR THEIR END-USERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OR CORRUPTION OF DATA, GOODWILL, USE OF THE APIs OR ANY OTHER DOCUMENTATION OR INFORMATION RELATED THERETO, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE IN ANY WAY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR LICENSEE’S USE OF THE APIs, PORTAL AND/OR ENTERPRISE CONTENT. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH ENTERPRISE, ITS AFFILIATES, LICENSORS OR RELATED PERSONS, OR ITS OR THEIR OFFICERS OR DIRECTORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED FIFTY DOLLARS ($50.00). THIS SECTION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.

18. Indemnities

Licensee will indemnify, defend, and hold harmless Enterprise and its affiliates and licensors, and its and their officers, employees, directors, agents and representatives against any damage, loss, liability, or expense (including attorneys’ fees) that any such party may incur arising out of, as a result of, or relating to the Application, APIs or Enterprise Content made available to Licensee under this Agreement, errors in the Application, any loss or unauthorized use or disclosure of Enterprise Content in Licensee's control or obtained by the Application; any miscommunication of any of Enterprise Content transmitted via the Application; any violation by Licensee of this Agreement; any Licensee negligence or wrongful conduct; Licensee’s violation of applicable law, including without limitation, any laws and regulations relating to the privacy and/or protection of personally identifiable information; any claim that Licensee did not have authority or consent to provide Enterprise any of the Licensee Content; or any claim that an Application or Licensee Content (i) infringes or violates any patent, copyright, trademark, trade secret, or other intellectual property rights, or (ii) causes any damage, loss, or harm to any person or property. Licensee shall fully cooperate in the defense of any claim under this Section and Enterprise reserves the right to assume the exclusive defense and control of any claim under this Section at its own expense.

19. Miscellaneous

a. Enterprise may freely assign this Agreement and this Agreement will inure to the benefit of Enterprise, its successors, and assigns. Licensee shall not assign this Agreement, or otherwise transfer any rights granted under this Agreement, without Enterprise’s express written authorization. Any attempted assignment or transfer in violation of this Section shall be void.

b. Licensee shall not make any public statement regarding the APIs or Enterprise Content that implies any endorsement or partnership by Enterprise.

c. Licensee and Enterprise are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party.

d. Neither party hereunder shall be liable to the other for its failure to perform hereunder caused by contingencies beyond its reasonable control, including, but not limited to, acts of God, fire, flood, wars, acts of terrorism, sabotage, strike, government actions, pandemic, and any other similar occurrence beyond the non-performing party’s reasonable control. Any party asserting its inability to perform any obligation hereunder for any such contingency shall promptly notify the other party of the existence of any such contingency and shall use its reasonably diligent efforts to recommence its performance of such obligation as soon as commercially practicable.

e. Licensee acknowledges and agrees that for certain breaches of this Agreement (whether actual, threatened, or anticipated), including without limitation breaches of Sections 2, 3, 5, 12 and 13, monetary damages would not be a sufficient remedy and Company may, without limiting its legal rights or other remedies, seek any equitable relief to remedy such breaches, including without limitation a preliminary or permanent injunction, temporary restraining order, or specific performance.

f. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.

g. The waiver by either party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or different right or remedy in subsequent instances.

h. This Agreement will be governed by and interpreted in accordance with the laws of the State of Missouri, excluding its conflict of law principles. Licensee consents to the non-exclusive jurisdiction of the state and federal courts in and for Missouri with respect to the resolution of any dispute arising out of or related to this Agreement. Enterprise and Licensee exclude application of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement.

i. This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between Enterprise and Licensee with respect to its subject matter and supersedes all prior agreements, writings or understandings, whether oral or in writing.

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