apaleo GmbH (hereinafter referred to as "apaleo“ or "we“) operates and provides a property management platform (hereinafter referred to as "platform“) over the internet to its customers, which are hotel operators, as a software as a service model.
The platform offers a fully open 2-way API (“hereinafter referred to as “API”), which allows hotels to grant third-party developers’ applications access to all the information stored in the platform, as well as allowing such developers’ applications (hereinafter referred to as “apps”) to write back data to the platform.
1. Scope of these ToU
1.1. These ToU govern the contract between you as a developer (hereinafter referred to “you” or “developer”) and us about the use of the API for the apaleo platform, unless you and we explicitly agreed otherwise in writing. Any deviating Terms & Conditions issued by you to which we did not explicitly agree in writing shall not become part of the contract.
1.2. The API is provided and may be used only by entrepreneurs in the sense of Section 14 of the German Civil Code (BGB).
2. Object of the Agreement
2.1. The object of the agreement is your free-of-charge use of the API for the apaleo platform as per the documentation made available by us through the internet in its current form under your registration as a developer with us, whereas we do not owe any availability of the API, nor any specific functionalities of the API to you.
2.2. You may only use the API if we activate it for your use, which we will do automatically if you have entered into the contract with us online as per clause 3.2 below. If you entered into the contract by other means, we will manually activate the API for your use.
3. Conclusion of the Contract
3.1. The contract for the use of the API can either be concluded through an online web form (if offered by apaleo) or via other means.
3.2. If the contract is concluded through an online web form offered by apaleo, it can be concluded in English language and shall be concluded via the following technical steps:
- The developer fills in a form provided by apaleo with the required information. Before sending the form, the developer can review the information given and correct any errors identified.
- The developer clicks the button available as part of the form and thereby sends its request to apaleo to register an account and enter into a contract with apaleo.
- apaleo will confirm the reception of the developer’s request for registration and the conclusion of a contract to the email address provided by the developer. This confirmation of reception is not yet an acceptance of the developer’s request, except where apaleo explicitly confirms the acceptance or explicitly informs the developer that the account is now activated.
- apaleo sends an explicit acceptance of the developer’s offer to the developer unless such acceptance was not sent already as part of the confirmation of reception of the developer’s offer.
After the conclusion of the contract, we will store your entries with the contract we have entered into with you. You can, at any time, request the details of the contract from us, but the data will not be directly accessible to you. We thus recommend keeping a copy of the data provided.
3.3. The contract will come into force by other means than through an online web form if you accept our offer to enter into a contract with you. Any changes to our offer to enter into a contract are to be understood as a new offer by you and in such case, a contract will be concluded only if we explicitly agree to the amended terms in writing. The provision of any services by us to you shall not be considered as an implicit acceptance of the contract.
4. Our Rights and Obligations
4.1. If we have entered into a contract with you under these ToU, we will activate the API for your use, either automatically as part of the conclusion of the contract under clause 3.2 upon our acceptance of your request, or manually in case of a conclusion of the contract under clause 3.3.
4.2. We will provide the current documentation of the API on our website.
4.3. We shall create an account for you, which will allow you to use the API. For access to the account, we will provide a user name and password.
4.4. We may change the functionalities and the documentation of the API at any time. We will try to give notice, but you should always check our website for the current version of the API documentation.
4.5. If we reasonably believe that you use the API for any unlawful purposes or any purposes that violate applicable laws or the rights of third parties, we may restrict your use of the API.
5. Your Rights and Obligations
5.1. You may use the API as described in the documentation to access all platform data as well as write data back to the platform of the customers we have in common for the functionalities that you offer to these customers via your apps if these customers have granted the necessary permission to your app through the platform. For the avoidance of doubt, you may also use the API for such development, test, and support purposes that are necessary to develop your app to provide it and to serve it to the customers we have in common.
5.2. At all times you shall only use the current documentation of the API that is available.
5.3. You shall keep confidential all login details (user name and password and API access credentials for your account) and not share these with any third party.
5.4. You may not:
- sublicense, redistribute, sell, lease, loan, or transfer access to the API. For the avoidance of doubt, it is clarified that you may sell or lease your app or provide it commercially in any other way to your customers.
- use the API for any purposes that violate applicable laws or the rights of third parties.
- use the API in any manner that adversely impacts the stability of our servers or adversely impacts the behavior of other applications using the API.
- transmit any viruses or other computer programming or codes that may damage, harm, detrimentally interfere with, or secretly intercept the platform or any data from the platform.
5.5. Your app shall operate with our API in a secure manner and your network, operating system, and the software of your servers, databases, and computer systems (referred to as “Your Systems” hereinafter) shall be properly configured and you shall securely operate your app and store content obtained via the API in your app. Your app must use reasonable security measures to protect the personal data and other confidential information of the customers you and we have in common and must particularly comply with the requirements of GDPR and similar data protection regulation, if applicable. You shall promptly report any security deficiencies in, or intrusions to, Your Systems to us by email to email@example.com, if these deficiencies or intrusions could result in unauthorized access to data stored on the platform.
5.6. You shall ensure to enter into the agreements legally required with your customers to process the data (e.g. data processor agreements) that you have obtained through or process in connection with the API and you shall ensure to provide any information that is legally required to your customers under applicable law (such as information under GDPR, where applicable).
6. Relationship with customers
Neither party enters into any obligations, nor does it obtain any rights against the customers you and we have in common under the agreement that the respective other party enters into with these customers. The contractual relationship between one party and the customers we have in common results solely from that one party’s contract or other legal agreement with the respective customer.
As long as you comply with your obligations defined in section 5 of these ToU, we grant a limited, non-exclusive, non-assignable, non-transferable license to use the API and the documentation to develop, test, and support your app and to integrate the API with your app for the purpose defined in section 5.1.
8. Rights and ownership
We do not acquire any rights or ownership for applications that use the API, and you do not acquire any rights or ownership in and to our API and its documentation or the platform.
9.1. The parties to the contract shall treat confidentially and use only for the purposes of the contract all business and operational secrets ("Confidential Information") of the respective other Party, in particular all documents in electronic or other form, the code of the platform and the app, documentation, customer information, personal data, and other data, procedures, and methods of apaleo in connection with provision and use of the API and the platform, as well as other know-how of apaleo.
Confidential Information of a party (here: "Protected Party") does not include information (i) which is or becomes generally known, except where this is imputable to the other contractual partner; (ii) which was already known to the other contractual partner before it was made accessible to it by the Protected Party and which the other party had not received directly or indirectly from the Protected Party; (iii) which has been made known to the other party by a third party legitimately and without limitation of disclosure; (iv) which has been developed by the other party itself without using or referring to the Confidential Information of the Protected Party.
9.2. Confidential Information shall only be made accessible to third parties, if the Protected Party has expressly consented thereto beforehand in writing and if this is absolutely essential for the implementation of the contract. This duty to maintain secrecy shall not apply in relation to persons of the respective party who are legally bound to secrecy (chartered accountants, tax consultants, solicitors), nor in relation to public authorities which have a right to information or in so far as publication has been ordered by a court which has jurisdiction. If a public authority or a court requests information, the parties to the Contract shall collaborate in order to keep the disclosure of Confidential Information to the minimum necessary. Third parties do not include agents, freelance contractors, or subcontractors of apaleo.
9.3. Upon termination of the contract, for whatever reason, both parties to the contract shall, without undue delay, destroy or return, at the option of the respective other party, all Confidential Information of the respective other party, except where mandatory retention obligations conflict therewith.
9.4. The rights and obligations under the aforementioned clauses 9.1 to 9.3 shall remain unaffected by a termination of the contract.
10. Term and Termination
The contract is unlimited in duration and may be terminated by both parties at any time without notice.
In the case of damages resulting from a legal defect or an error of the API, apaleo shall only be liable for the damage resulting from the fact that apaleo has fraudulently concealed a legal defect or an error of the API. In the case of the breach of duties of care, which are not related to the provision of the API, apaleo shall be liable without limitation for damage resulting from injury to life, body, or health which result from a negligent breach of duty by apaleo or a willful or negligent breach of duty by a legal representative or vicarious agent of apaleo. In any other case, apaleo is only liable for intent and gross negligence.
The liability pursuant to the product liability law remains unaffected.
12.1. Unless otherwise specifically agreed, apaleo shall be entitled to amend or supplement these ToU in accordance with this paragraph. apaleo will announce the changes or additions to the developer in text form no later than six weeks before they take effect. If the developer does not agree with the changes or additions to the terms of the contract, he may object to the changes with a notice period of one week prior to the time when the changes or additions are intended to take effect. The objection must be made in writing. If the developer does not object, the changes or additions to the terms of the contract are deemed approved. apaleo will specifically inform the developer about the intended meaning of his behavior when informing about the changes or additions to the terms of the contract. In any other case, changes or additions to this contract must be made in writing in order to be effective.
12.2. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.3. Venue of performance is at the court of registration of apaleo. The courts of the place of the court of registration of apaleo shall have exclusive jurisdiction for dispute, in connection with the contract.
12.4. If individual provisions of these ToU are ineffective under statutory laws, the ToU as a whole remain unaffected.