BLABLACAR PROPRIETARY API LICENCE AGREEMENT

BY EXECUTING THIS AGREEMENT OR AS THE CASE MAYBE BY SIGNING UP ON OUR API PLATFORM OR BY USING THE API, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOURSELF”, "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE API.

You may not access and/or use the API if You are Our Direct Competitor, except with Our prior written consent. For the purpose of this provision “Direct Competitor” shall mean any company and/or individual carrying activities related to ridesharing and/or carpooling via an on-line platform. In addition, You may not use the API for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes or on behalf of any entity interested in the data for competitive or competition monitoring purposes.

This Licence Agreement is referred hereafter as the “Agreement” and/or the “Licence”.
We and You are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

WHEREAS,

We notably develop, publish and distribute the API defined below and made available to You through the means described in this Agreement.

You acknowledge and agree that:

• by using our API, You irrevocably agree to be bound by the terms and conditions of this Agreement;
• You comply with the Technical Requirements and the internal resources which are required for the use of Our API.

Section 1 - Definitions

For the purpose of the Agreement, the following terms, wherever used herein, have the following meanings, irrespective of whether they are capitalized or not, in the singular or in the plural:

Agreement: this document, its Licence Order(s) and any Amendment thereof.

Amendment: any modification of the Agreement after the Date of Entry into Force, as made available to You from time to time through the updated online version of the Agreement.

API or Application: the most recent version of Our proprietary Application Programming Interface provided to You as a service in read-only mode via a SSL access through an activation key which will automatically allow You to proceed to the Authorized Queries and to create a search application to be integrated on Your Website. The API is notably described in the Documentation and subject to Updates.

Authorized Queries: the limited number of queries defined in the Licence Order You have filed and which entitles You to perform through the API per day (i.e. 24 hours) for the sole purpose defined in the Licence Order, including Your search queries among the data available in the API. . Such term shall be deemed to include the Testing Authorized Queries.

Testing Authorized Queries: the limited number of queries You are authorized to perform through the API in order to test the API before filing a Licence Order.

Authorized Results: the limited number of the results and contents made available to You through the API and as defined in the Licence Order, which You may display on Your Website. Such term shall be deemed to include the Testing Authorized Results.

Testing Authorized Results: the limited number of results and contents made available to You through the API in order for You to test the API before filing a Licence Order.

BlaBlaCar, We, Our or Us: Comuto SA, trading as “BlaBlaCar”, a private company organized under the laws of France whose registered office is located 84 avenue de la République – 75011 Paris, registered on the Paris Trade and Companies Office under the number 491 904 546.

Current Release: the most recent version of the API.

Date of Entry into Force: the earlier date between the date of acceptance of this document by You and the first use of the API by You.

Documentation: the English version of the manual provided to You, comprising basic procedures and/or instructions to facilitate Your use of the API and any Update thereof; Documentation being provided under the format of Our choice.

Licence Order: the document filed by You while requesting to use the API and which states both Authorized Queries and Authorized Results.

Technical Requirements: the technical pre-requisites required for the launching and use of the API and which may be defined notably in the Documentation and which correspond notably to Your Internet access, operating system, web browser, etc.

Updates: the enhancements and/or corrections of the API available to You stepwise in a file of Our choice when available which may include any version with new substantial functionalities necessary to use the API or any application and/or module which is not expressly covered by the Agreement that We may but are not obliged to provide You with.

You, Your, Yourself: the legal entity entering into the Agreement for one (1) website (the url address being provided in the Licence Order) (“Website”), it being provided that if the same entity wishes to add one or more website(s), it shall file a Licence Order for each website.

Section 2 - Purpose of the Agreement

2.1 The purpose of the Agreement is to define the terms and conditions whereby We grant You the non-exclusive, personal and non-transferable right to access and use the API subject to the Agreement, for the purpose and in consideration of You displaying, distributing and/or allowing access to the Authorized Results on Your Website to Your end users through the Application.

Any evolution of the scope of the Licence shall be subject to an Amendment and, if needed, to a separate agreement.

Irrespective of the Parties entering into other agreements related to any commercial cooperation together, this Licence is not subject to any licence fees.

2.2 The Licence being non-exclusive, We may commercialize the API - whether directly or indirectly - to any third party.

Section 3 – Acceptance of the Licence

To be valid, the execution or tthe signing up by You on our API platform or generally Your use of the API is subject to Our acceptance, given that any API licence is governed by this Agreement.

The acceptance of this Agreement by Us or Your use of the API as accepted by Us does in no way constitute a technical validation of Your Technical Requirements.

We reserve the right to make changes to the Agreement from time to time. You understand and agree that if You use the API after the date on which the Agreement has changed, We will treat your use as acceptance of the Amendment. If a modification is unacceptable to you, you may terminate this Agreement by ceasing use of the API.

Section 4 – Access to the API

Subject to the acceptance of Your Licence Order by Us, if any, You are provided with an activation key to proceed to the Authorized Queries into the API. You undertake to protect the confidentiality of such activation key. You may not sell, transfer, sublicense or otherwise disclose the activation key to any party other than Your employees or independent contractors, provided (a) such independent contractors enter into an agreement with You at lease as protective of Our rights as this Agreement and (b) You hereby agree to be responsible for, and liable to Us for, any breaches of such agreements by such independent contractors. You may not modify or attempt to circumvent the activation key and are responsible for maintaining the secrecy and security of the activation key.

You are responsible for carrying out the running of the Authorized Queries, once the SSL access to the API has been provided to You, using the Documentation provided by Us.

You expressly undertake to spread over time the volume and the frequency of the Authorized Queries You will make through the API throughout the day. We expressly reserve the right to suspend for a certain period of time that We will determine discretionarily and/or to terminate the Agreement if You do not comply with this substantial obligation.

You acknowledge that You are fully responsible for any Authorized Queries that You will make through the API. We shall not be liable for any damage caused to Your proprietary material or software, nor for any loss of data resulting from such Authorized Queries.

We may, but We are not obliged to, assist You in Your access of the API and We do not guarantee that You will receive appropriate assistance, support and/or maintenance of the API from Us.

Section 5 – Limits – Tiers of usage

To maintain a high level of availability and provide superior quality of service, We limit Your API usage with standard Authorized Queries and standard Authorized Results on Your first Licence Order(the “Basic Tier”). If You need higher limits regarding Authorized Queries and/or Authorized Results, You can request an upgrade by sending Us a new Licence Order (the “Upgraded Tier”).

You acknowledge and agree that the upgrade of Your API usage limits is at Our sole discretion and that We do not have to provide you with any justification whatsoever in case of refusal.

Besides, We may limit, at Our own discretion, the volume of results and contents (notably per numbers of results’ page(s)) per Authorized Queries You will make through the API.

Section 6 – BlaBlaCar’s Brand Features

You acknowledge and agree that the display, distribution and/or access to the Authorized Results on Your Website to Your end users through the Application shall at any time be provided to them together with Our trademarks, domain names, logos and/or any of Our identification notice which We have provided You with and/or which We will provide You with from time to time (the “BlaBlaCar Brand Features”) and in accordance with any of Our instructions and guidelines (the “Brand Guidelines”).

You agree (a) not to display the BlaBlaCar Brand Features in any way or on any website that violates applicable law, including laws regarding libel, slander, obscenity and infringement or in a way that suggests a relationship or affiliation with, sponsorship, or endorsement by Us (other than your use of the API) or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of BlaBlaCar or its personnel or that disparage BlaBlaCar or its activities and (b) that the use and display of BlaBlaCar Brand Features will at all time be consistent with Our Brand Guidelines, and that you may not remove, distort or alter any element of a BlaBlaCar Brand Features (including squeezing, stretching, inverting or discoloring).

If You benefit from an Updated Tier, You undertake to obtain Our written approval of each integration of the API within Your Website and of any subsequent material modification of a previously approved version of the Application, in advance of the first promotion of it, distribution of it, or making it available for public access.

Should You fail to comply with the obligation provided in this Section 6, We reserve the rights to, without prior notice, (i) when applicable downgrade Your tier of usage of the API and/or (ii) terminate the Licence of the API made available to You such termination shall immediately entail the deactivation of the SSL access provided to You and subsequently of each key for the Authorized Queries provided to You.

Section 7- Prerequisites – Security

7.1. You acknowledge that You have been made aware of the Technical Requirements, if any, the latter being required to access the API, prior to the conclusion of the Agreement. You are responsible for the use and the corrective and upgrade maintenance of any third party’s software licence required by the Technical Requirements, if any, and more generally required to access the API (including its Updates), given that such licences are not included in the Licence’s scope. You undertake to comply with the Technical Requirements and its evolutions throughout the term of the Agreement, and acknowledge that such compliance constitutes a substantive obligation under the Agreement. You acknowledge that any configuration which does not fulfil the Technical Requirements may alter or prevent the access to the API, which We shall in no event be liable for.

7.2 The network, operating system and the software of Your servers, databases and computer systems (collectively “Systems”) must be properly configured to securely operate the Website. You undertake to promptly report to Us any security deficiencies in or intrusions to the Systems in relation with the performance of this Agreement. You shall fully cooperate with Us to immediately correct any security deficiency and shall immediately disconnect any intrusions or intruder where identified and/or where technically possible. In the event of any security deficiency or intrusion involving the integration of the API on Your Website, You will make no public statements (e.g. press, blogs, social media, etc.) without prior written and express permission from Us in each instance, but may report the incident to the relevant authorities only to the extent imposed by applicable law.

Section 8 - Rights granted

8.1 Rights on the API

In consideration of Your display of the Authorized Results on Your Website through the Application, We grant You the personal, non-transferable, non-exclusive and worldwide right to use the API for Your exclusive use, for the term of the legal protection of the API, pursuant to the terms and conditions of the Licence. You may access and use the API being provided that You comply with the Technical Requirements, for the sole purpose of displaying the Authorized Results on Your Website through the Application and in strict compliance with the instructions in the Documentation and the limitations defined in the Agreement, especially regarding the Authorized Queries.

You may not:

• use the API for any purpose which is not expressly authorized by this Agreement or beyond the limitations set out in the Agreement, especially regarding Your Authorized Queries;
• assign, sublicense, distribute, sell, rent, make available or otherwise transfer and/or share Your rights pertaining to the API to any third party, whether in part or entirely and by any means whatsoever (except in conjunction with a permitted assignment of this Agreement) and/or distribute or allow access to the stand-alone API in any context to any third party;
• use any copy of the contents made available to You through the API to divert the purposes of the Agreement;
• modify, translate, reverse-engineer, decompile, disassemble, recreate any part of the API, even partially, or attempt to or enable third parties to perform such acts;
• modify, alter or remove the copyright identifications, the trademarks and/or logos, or any other intellectual property notice provided to You by Us and/or appearing on and/or included in the API and/or which enable to identify the API;
• try to exceed or circumvent the limitations on Your usage of the API, in particular Authorized Queries and Authorized Results. This includes creating multiple websites for identical or largely similar usage;
• generally, use the API in violation of any statutory or regulatory provision whatsoever, in particular any provision relating to the protection of personal data.

The Licence granted to You is strictly limited to the rights expressly granted under the Agreement. In no event, shall the Agreement be construed as a contract of sale. We remain the sole owner of the API. and all rights, title and interests therein, including the content of the API.

8.2. Content Storage

You must no copy or store any content or data from the API except as permitted below. You may cache the content and data of the API for up to 24 hours from a request for that content and/or data through the API. This limited permission to cache is for performance only. You do not have the right to store the content and data of Our API beyond this limited 24-hour period.

8.3. Rights on the Documentation

You are entitled to print down the Documentation for the sole purpose of accessing and using the API. However, You may not:

• distribute the Documentation to any third party;
• make the Documentation available through the Internet by any means whatsoever;
• make derivative works of the Documentation. #### 8.4. Other rights The Authorized Results may be displayed by You on Your Website for Your Website’s users, provided that You undertake that Your users will be able to click on these contents and results to be directly redirected towards Our website and provided that You remain solely responsible for the contents displayed to Your users on Your Website.

Section 9 - Intellectual Property

9.1. The API is an original creation protected as such by national and international legislations applicable to this subject matter, and it is Our exclusive property.

As exclusive owner and author of the API and BlaBlaCar Brand Features, We retain all intellectual property rights therein and all prerogatives thereto. Consequently, You are not granted any intellectual property right over the API and/ or the BlaBlaCar Brand Features, nor any other right than those expressly granted under the Agreement. Subject to that limitation and to the terms and conditions of this Agreement, We grant You the limited, personal and non-transferable right to display the “BlaBlaCar Brand Features” in accordance with any of Our Guidelines provided to you from time to time.

9.2. You shall promptly notify Us of any access to or use of the API that may be illicit or non-compliant with the terms of the Agreement, of which You have knowledge. If, further to such a notice, We elect to take legal action against any third party, You will provide all the assistance necessary that We may reasonably require.

In no event, We shall be held liable in relation to:

• Your use of a version other than the Current Release of the API, when such infringement could have been avoided by Your use of such Current Release;
• any modification of the API by You or any third party acting on Your behalf;
• any use of the API not in compliance with the Documentation and/or the Agreement;
• any use of the API with other hardware, operating systems and/or software than those which constitute the Technical Requirements.

You shall fully indemnify, hold harmless and defend Us from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to any breach of any of Your obligations under this Agreement or under applicable law.

9.3. This section provides for Our entire liability as to the infringement of intellectual property rights or any other proprietary rights; We shall therefore in no event be held liable beyond what is provided in this section.

Section 10 – Exclusion of Warranty

We do not warrant that the functions included in the API will meet Your needs and that its performance will be uninterrupted or free from bugs, errors or any defect, nor do We warrant the results and performances of the API.

We do not warrant any minimum delay of technical responses to the Authorized Queries You will make through the API, nor that the Authorized Results for each of Your Authorized Queries will be exhaustive.

Section 11 - Liability

With respect to Our liability, notwithstanding the nature and/or the cause for the action, the Parties expressly agree that:

• We shall only be liable for direct damages;
• any indirect, special, consequential or incidental damages, notably in case of interrupted performance of the API, loss of data and/or files and/or programs, loss of revenue, operating loss, commercial damage, loss of goodwill, commercial problems of any kind or loss of reputation, sustained by You, Your users and/or a third party, shall not entitle You to any indemnification, even if We have been notified of any such damages.

In addition, You are solely responsible for any incorrect or incomplete information provided by You to Us.

Section 12 - Compliance with law

You undertake that Your activities, when using the API, comply with any and all statutory and regulatory requirements in force.

Section 13 - Confidentiality

13.1 Each Party shall consider as strictly confidential, any data, information or knowledge, whatever their form or nature, and on whatever media, disclosed by the other Party in performing the Agreement (“Confidential Information”), except for the data contained in the API and subject to this Agreement each Party agrees that it shall not communicate nor disclose any Confidential Information to any third party, except as follows: -
(i) with the disclosing Party’s prior written agreement, -
(ii) in the event the information is or becomes available through no fault of the receiving Party -
(iii) if the receiving Party becomes legally obliged to disclose this information to an authority.

You acknowledge that the technical specifications of the API are Confidential Information.

The Parties may disclose Confidential Information only to those persons allowed to receive such information for the exclusive purpose of performing the Agreement and who agree to be bound by the provisions of the Agreement. Each Party undertakes to make such above-mentioned persons sign a confidentiality agreement containing the same level of obligations as the provision of this section.

The obligation defined in this section is effective retroactively i.e. as from the negotiations’ period between the Parties and shall survive during five (5) years after the end of the Agreement for any reason whatsoever.

13.2 You expressly allow Us to use Your name and logo on a business references list which may be made available to the public for Our communications needs.

Section 14 - Term, termination, effects of termination

14.1. The Agreement comes into force on the Date of Entry into Force; the Licence being granted until terminated in accordance with the paragraph below.

14.2. In the event of a breach of Your contractual obligations under the Agreement, We may terminate the Agreement by notification with immediate effect, without prejudice to any damages that We could be entitled to.

Each Party may also terminate for any reason and at any time this Agreement with immediate effect by notifying the other Party and without prejudice to any damages that such Party could be entitled to.

14.3. At the end of the Agreement for any reason whatsoever, You shall: 
(i) immediately cease any access and/or use of the API; 
(ii) promptly delete all cache copies, You may have made of the results and contents of the API; 
(iii) promptly return to Us any Confidential Information provided by Us in order to perform the Agreement; 
(iv) certify in writing, upon mere request from Us, that You have fulfilled Your obligations as stated in (i), (ii) and (iii) hereinabove.

Section 15 - Miscellaneous

15.1 Independent contractors

The Parties are independent companies, contracting in their own name and under their own responsibility. Therefore, neither Party shall make any representations on behalf of the other Party, for whom it shall in no event substitute itself, except to the extent strictly necessary for the performance of the Agreement.

15.2 Assignment and sub-contracting

You shall not assign, contribute or otherwise transfer - whether in whole or part, free of charge or against payment - any of Your rights and obligations under the Agreement, without Our prior written consent. We may assign or otherwise transfer to any third party Our rights and obligations under the Agreement.

15.3 Waiver

The waiver or the failure by either Party to claim a breach by the other Party of any of its obligations under the Agreement shall not be construed as a waiver of such obligation for the future.

15.4 Severability

If any term of the Agreement is held to be illegal, invalid or unenforceable in whole or in part, as a result of any statutory or regulatory provision or after the decision of a competent court which has become final, the other terms shall continue in full force and effect.

15.5 Communications between the Parties

Any notice between the Parties during the term of the Agreement, shall be notified to the other Party, pursuant to the terms of the Agreement. The files, data, messages, updates on Our website and digitized records stored in Our data processing systems, shall be admitted as proof of the acts, facts and communications between the Parties. 15.6 Language The Agreement is in the English language, which language shall be controlling in all respects. Should the Agreement be translated in any other language, the English version only shall be binding on the Parties.

Section 16 - Governing Law, jurisdiction

The Agreement shall be governed and construed according to French Law. The Parties agree that they will try to reach an out-of-court settlement for any dispute arising out of or in connection with the performance or the construction of the Agreement. In case of litigation, the Parties submit to the exclusive jurisdiction of the Commercial Court of Paris, France, notwithstanding the plurality of defendants, claim against guarantor, summary or conservatory proceedings.