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Application Program Interface Terms and Conditions

These Application Program Interface Terms and Conditions (" Terms") are a supplement to the Subscription Agreement between your employer, institution or organization and International SOS. These Terms govern our integration of the Application Program Interface key (“API”) supplied by Concur for the purpose of integration into applications supplied to your employer, institution or organization by Intl.SOS (“Subscriber’s Applications”).

BY AUTHORIZING INTL.SOS TO PROCEED WITH INTEGRATION YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT AUTHORIZE API INTEGRATION.

1. Obligations of Intl.SOS . Intl.SOS shall integrate the API into the Subscriber’s Applications with reasonable skill and diligence in accordance with Your instructions. Intl.SOS undertakes not to: (i) attempt to copy, decompile, disassemble, modify or reverse-engineer the API in any form or by any means; (ii) interfere with or disrupt the integrity or performance of the API; (iii) attempt to gain unauthorised access to the API’s software or code; (iv) utilise the API except in accordance with the Terms; or (v) include or otherwise provide, transmit or make available any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind.

2. Authorization to Link Accounts/Share Data. The API may include the linking of those certain services provided by third parties to you under separate written agreement with such third parties (“ Third Party Apps ”). You hereby authorize Intl.SOS to link the API with the applicable Apps (including Third Party Apps) and to disclose, deliver, and provide any and all information with respect to You (and to the extent you are acting on behalf of an organization, the employees, agents and affiliates of such organization, and each of their respective employees, agents, and users) that is incorporated into the API (collectively, " Customer Data") for the purpose of integration of the API (including Third Party Apps). You waive, release, and forever discharge Intl.SOS and all of its officers, directors, employees, shareholders, agents, and affiliates, and all of their respective successors and assigns, from any and all claims and causes of action, whether known or unknown, which You may have arising out of or relating to Intl.SOS’ disclosure, delivery, and/or provision of any and all Customer Data in accordance with the authorization provided herein.

3. Third-Party Materials . The API may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (" Third-Party Materials"). You acknowledge and agree that Intl.SOS is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Intl.SOS does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

4. Term and Termination .

(a) The term of this Agreement commences when Intl.SOS is authorized to proceed with integration of the API and will continue in effect until terminated by you or Intl.SOS as set forth in this Section 5.

(b) You may terminate this Agreement by disconnecting the API.

(c) Intl.SOS may terminate this Agreement at any time if it ceases to support the API, which Intl.SOS may do in its sole discretion or upon termination of the Subscription. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of these terms.

(d) Upon termination:

(i) all rights granted to you under this Agreement will also terminate; and

(ii) Intl.SOS will cease support of the API integration.

(e) Termination will not limit any of Intl.SOS’ rights or remedies at law or in equity.

5. Disclaimer of Warranties . THE API INTEGRATION IS PROVIDED “AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INTL.SOS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE API, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, INTL.SOS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE API WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APIS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY AFFILIATE OF THE INTL.SOS GROUP OF COMPANIES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE API OR THE CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE API.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR INTL.SOS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

7. Severability . If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of the Terms will continue in full force and effect.

8. Governing Law and Dispute Resolution. These Terms are governed by the laws of the country specified in the Subscription that makes you an eligible user of the Subscriber’s Applications. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved pursuant to the dispute resolution clause specified in the Subscription. If there is no applicable clause or valid Subscription, these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be referred to and finally resolved by arbitration in England, conducted by the London Court of International Arbitration (“LCIA”) in accordance with the Rules of the LCIA for the time being in force, which is deemed to be incorporated by reference in this Clause. The number of arbitrators shall be three, with each party appointing an arbitrator and the third arbitrator shall be appointed by the two arbitrators appointed by the parties. The language to be used in the arbitral proceedings shall be English.

9. Language. The Terms are drafted in the English language. Any notice given under or in connection with this Agreement shall be in English. The English language version of this Agreement shall prevail over any translated version of this agreement if there is a conflict.

10. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE TERMS OR THE API MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11. Entire Agreement . These Terms, our Privacy Policy and the Subscription constitute the entire agreement between you and Intl.SOS with respect to the API and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the API.

12. Waiver . No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, these terms shall govern.