G2 SwitchWorks: The next generation of travel distribution services

BELOW IS A LICENSE AGREEMENT ("AGREEMENT") FROM G2 SWITCHWORKS CORP. ("G2"). YOU ("LICENSEE") MUST AGREE TO THE AGREEMENT BELOW TO USE THE G2 WEB SERVICES XML SCHEMA ("SCHEMA"). THE AGREEMENT GOVERNS USE OF THE SCHEMA, REGARDLESS OF THE FORMAT.

TO USE THE SCHEMA LICENSEE MUST CONFIRM LICENSEER ACCPETANCE OF THE AGREEMENT BY CLICKING "ACCEPT" BELOW. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT WITH RESPECT TO LICENSEE?S USE OF THE SCHEMA, THEN CLICK "DECLINE," AND DO NOT USE THE SCHEMA..

G2 SWITCHWORKS CORP. LICENSE AGREEMENT

A.	Schema and Documentation. G2 is providing the Schema for voluntary use by Licensee, at Licensee's own risk.   The Schema together with any and all supporting information, data, and/or software provided by G2, regardless of the format or medium, in connection with the Schema are collectively referred to in this Agreement as the "Documentation."

B.	License. 
(i)	G2 retains all rights, including copyrights, in and to the Documentation. G2 hereby grants to Licensee a royalty- free, non-exclusive and non-transferable license to use the Documentation, subject to the conditions set forth in this Agreement. 
(ii)	Licensee may copy and download the Documentation and modify the Documentation solely for the purpose of connecting Licensee's systems with G2's Private Network. 
(iii)	Except as otherwise expressly permitted in this Agreement, Licensee may not; (a) change or modify the Schema, develop a new standard or specification from the Documentation, (b) create any derivative works of the Schema or other Documentation, including customization, translation or localization, (c) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Schema or other Documentation; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Schema or other Documentation; (e) incorporate, integrate or otherwise include the Schema or other Documentation or any portion thereof in any other documentation or other media; (f) provide false information when registering or qualifying with G2 as a prospective customer or use any identification information with the intention of impersonating another person or entity or that violates anyone's intellectual property rights; (g) use the Schema or other Documentation in any way that violates any laws; or (h) authorize or assist any third party to do any of the things described in this paragraph. 
(iv)	Except as expressly set forth in this Agreement, nothing in this Agreement will be deemed to confer on Licensee, or any other party, any other interest in or right or title to the Documentation.   Nothing in this Agreement will be interpreted as reducing or limiting, in any way, G2's right, title, and interest in the Documentation. 
(v)	Nothing in this Agreement will be interpreted as requiring G2 to provide Licensee with updates, revisions or information about any development or action affecting the Documentation.

C.	Termination.	If Licensee breaches this Agreement, its right to use the Documentation will terminate immediately and without notice.  In the event of any termination of this Agreement or Licensee's rights hereunder, all provisions of this Agreement except the license granted hereunder will survive such termination and Licensee agrees to continue to be bound by those terms.  Upon termination, Licensee will destroy all copies of the Schema and Documentation.

D.	DISCLAIMER WARRANTIES IMITATION OF LIABILITY.	THE SCHEMA AND DOCUMENTATION PROVIDED HEREUNDER ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

E.	LIMITATION OF LIABILITY. IN NO EVENT WILL G2 BE LIABLE FOR ANY LOST REVENUE OR PROFIT, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WITH RESPECT TO THE SCHEMA OR ANY DOCUMENTATION MADE AVAILABLE HEREUNDER OR THE USE OF SUCH SCHEMA OR DOCUMENTATION. G2 MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE SCHEMA AND DOCUMENTATION OR ANY INFORMATION RELATING THERETO OR CONTAINED THEREIN WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRETS, OR TRADEMARK OF ANY THIRD PERSON OR PARTY. IN ANY CASE, G2'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL NOT EXCEED $1,000.00. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

F.	INJUNCTIVE RELIEF.  Licensee acknowledges and agrees that, notwithstanding any other provisions of this Agreement, its breach or threatened breach of this Agreement will cause G2 irreparable damage for which recovery of money damages would be inadequate and that G2 therefore may obtain timely injunctive relief, without posting a bond, to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

G.	U.S. GOVERNMENT RESTRICTED RIGHTS.	The Documentation is provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of DFARS 252.227-7013, or FAR 52.227-19, or in FAR 52.227-14 Alt. III, as applicable. Contractor/manufacturer is G2 SwitchWorks Corp.

H.  MISCELLANEOUS.  (i) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of G2.  (ii) Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the State of Illinois, U.S.A., excluding its conflict of law provisions. (iii) Licensee expressly agrees that jurisdiction for any claim or dispute arising from the use of the Schema or Documentation resides exclusively in the federal and state courts of the State of Illinois located in Cook County and Licensee consents to the personal jurisdiction thereof. (iv) This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (v) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect, or G2 may at its option instead terminate this Agreement.  (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.  (g) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein.  G2 may assign this Agreement to any entity at its sole discretion.  (h) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.  (i) Neither party will be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

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