API LICENCE AGREEMENT

This API licence agreement (Licence) is a legal agreement between you and Pomo Search Limited, trading as Pointy, an incorporated and registered company in the Republic of Ireland with a company registration number of 538318 whose registered office is located at 70 Sir John Rogerson's Quay, Dublin 2, Ireland (Company, us or we).

The Company is providing you with access to the Company API, defined below in clause 1.3. The Company licences access to the Company API to you on the basis of this Licence. We retain complete ownership of the Company API.

Important notice:

You should save a copy of this License for future reference.

Agreed terms

  1. DEFINITION
    1. “Application” means the software application, website, interface or any other means used to access the Company API using the API Credentials.
    2. “API Credentials” means the secret key that allows one to make authenticated requests to the Company API.
    3. “Company API(s)” means any and all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by the Company.
    4. “Product Information” is as defined in the Retailer Privacy Policy.
  2. ACKNOWLEDGEMENTS
    1. The Company may change the terms of this License from time to time, for example due to changes in our Company API or an amendment to the law. We will date and post the most current version of the terms on our website. If the Company makes any changes, it will notify you by revising the "Last Updated" date at the top of the most up-to-date License and in some cases, where appropriate, it may provide you with additional notice (such as adding a statement to our homepage or sending you an email notification). Any changes will be effective upon posting the revised version of the License (or such later effective date as may be indicated at the top of the revised terms).
    2. If the Company does update the terms of this License and you do not agree to the updated terms, you shall be free to decide whether to accept the terms through your continued access to the Company API. If you don't agree to any of the changes you must immediately cease accessing the Company API
    3. To the extent that the Company processes information, please consult the Retailer Privacy Policy for further details on how we process this information. Additionally, by accessing the Company API you acknowledge and agree that internet transmissions are never completely private or secure. You understand that there is a risk that any message or information you send using the Company API may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
    4. Any words following the terms including, include, in particular or for example or any similar phrase in this License will be construed as illustrative and shall not limit the generality of the related general words.
  3. GRANT AND SCOPE OF LICENCE
    1. In consideration of you agreeing to abide by the terms of this License, the Company grants you a limited, non-transferable, non-sublicensable, non-exclusive, revocable and limited licence to use and make calls to the Company API solely with the purpose of developing, implementing and distributing your Application solely in the manner described herein and in the technical documentation contained in the Company API. The Company reserve all other rights.
  4. THE COMPANY API
    1. The Company API provides functionality to submit Product Information to the Company and complete sales of the Company's Service (as defined in the End User Licence Agreement - Retailer) for and on behalf of Company where these sales meet the criteria specified by the Company. Using an Application to access the Company API, Product Information can be submitted directly by a retailer or indirectly by an intermediary for and on the behalf of a retailer. A Point of Sale system service provider is an example of an intermediary acting for and on behalf of a retailer.
    2. If you are an intermediary and are accessing the Company API to submit Product Information for and on behalf of a retailer, or complete sales of the Company's Service (as defined in the End User Licence Agreement - Retailer) for and on behalf of Company where these sales meet the criteria specified by the Company, you may only do so with the express authorisation of that retailer. Where the Company receives Product Information via the Company API from an intermediary the Company assumes that this express authorisation has been provided by the retailer to the intermediary.
    3. The Company will issue API Credentials to the entity that is to submit Product Information to it using the Company API or complete sales of the Company's Service (as defined in the End User Licence Agreement - Retailer) for and on behalf of Company where these sales meet the criteria specified by the Company. These credentials are to be kept confidential.
    4. In circumstances where an intermediary is to submit Product Information for and on behalf of a retailer the Company will either (a) provide API Credentials directly to that retailer to forward to its intermediary or (b) based on the instructions of the retailer the Company will provide that retailer’s intermediary with the API Credentials.
  5. LICENCE RESTRICTIONS
    1. Except as expressly set out in this License you agree not:
      1. to copy the Company API or any part of it except where such copying is incidental to normal use of the Company API;
      2. to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Company API;
      3. to make alterations to, or modifications of, the whole or any part of the Company API, or permit it or any part of it to be combined with, or become incorporated in, any other programs;
      4. to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Company API.
      5. share or disclose to any third party your API Credentials;
      6. access the Company API through any means other than API Credentials; and
      7. to use the Company API to monitor the performance, or functionality of the Company API or any portion thereof or for any similar benchmarking purposes;
      together Licence Restrictions.
  6. ACCEPTABLE USE RESTRICTIONS
    1. You must not:
      1. access the Company API in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this License, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data into the Company API;
      2. infringe our intellectual property or patent rights or those of any third party in relation to your use of the Company API;
      3. transmit any information other than Product Information using the Company API and further you warrant that you will not send any “personal information", which in this context means any information relating to a living individual who is or can be directly identified from that information, e.g. retailer name and email address, or indirectly from that information in conjunction with other information;
      4. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Company API (we retain absolute discretion in determining whether or not an item is defamatory, offensive or objectionable) and;
      5. to access the Company API in a way that could damage, disable, overburden, impair or compromise our systems or security.
  7. CHANGES TO THE COMPANY API
    1. You acknowledge that the Company may make updates, including bug fixes and modifications, to the Company API from time to time at its sole discretion. You must implement and use the most current version of the Company API and to make any changes to your Application that are required as a result of such updates, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Company API.
    2. The Company may change or discontinue the availability of some or all of the Company API at any time for any reason. Such changes may include removal of features. The Company will provide notice of material changes to the Company API by either sending you an email or posting the details of the update on its website (or other relevant location).
  8. INTELLECTUAL PROPERTY AND PATENT RIGHTS
    1. Access to Company API is licensed and not sold to you. The Company reserves all rights not expressly granted to you in this License. The Company API and the Services provided by the Company to retailers are protected by patent, copyright, trademark, trade secret and other intellectual property laws. The Company own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Company API. This License does not grant you any rights to our Intellectual Property Rights.
    2. For the purposes of this License, Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
    3. You acknowledge that you have no right to access the source-code in the software that forms part of the Company API.
    4. Product Information shall be subject to the End User Licence Agreement (“EULA”), and the Retailer Privacy Policy.
    5. You retain ownership in your Application.
  9. INDEMNITY
    1. You will indemnify, defend, and hold us and our respective employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable legal expenses) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this License (b) your breach of the terms outlined in sections 5 and 6;(d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (e) your violation of any law, rule or regulation, and (f) any other party's access and/or use of the Company API with your API Credentials.
  10. LIMITED WARRANTY AND SUPPORT
    1. The Company API is made available by us on an "as is" basis and may contain faults and errors. Access to the Company API is at your own risk. The Company makes no warranties, conditions, representations, or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter including without limitation results, non-infringement of any party's rights, merchantability, integration, satisfactory quality, or fitness for any particular purpose.
    2. The Company does not warrant that the access to the Company API will be uninterrupted or error-free. We will operate the Company API with reasonable care and skill and will use reasonable commercial efforts to promptly remedy any faults of which we are aware.
    3. This limited warranty does not apply:
      1. if the defect or fault in the Company API results from you having amended the Company API in breach of terms of this License;
      2. if the defect or fault in the Company API results from you having accessed the Company API in contravention of the terms of this License; and
      3. if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
  11. LIMITATION OF LIABILITY
    1. You acknowledge that the Company API has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the Company API meets your requirements.
    2. The Company will not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
      1. special damage even if we were aware of the circumstances in which such special damage could arise;
      2. loss of profits;
      3. loss of anticipated savings;
      4. loss of business opportunity;
      5. loss of goodwill; and
      6. loss or corruption of data.
    3. You agree that, in entering into this License, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this License and that you shall have no remedy in respect of such representations and (in either case) the Company shall have no liability in any circumstances.
    4. The exclusions set out in this clause 11 shall apply to the fullest extent permissible at law, but we do not exclude liability for:
      1. death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;
      2. fraud or fraudulent misrepresentation;
      3. any other liability which may not be excluded by law.
    5. To the maximum extent permitted by law, our total liability and that of our affiliates, officers, employees, agents, suppliers or licensors, arising out of or in connection with this License is limited to €100 (one hundred euro).
  12. TERMINATION

      Termination for Cause

    1. Without affecting any other right or remedy available to it, either party may terminate this License with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of this License which breach is irremediable or if such breach is remediable fails to remedy that breach after being notified in writing to do so;
      2. the other party repeatedly breaches any of the terms of this License in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this License;
      3. ("Termination for Cause")
    2. Termination for Convenience

    3. The Company may immediately terminate this License for any reason and may do so without giving notice to you. Upon giving us 10 calendar day's written notice you may terminate this License. (“Termination for Convenience”)
    4. On termination:
      1. all rights granted to you under this License shall cease;
      2. you must immediately cease all activities authorised by this License, and;
      3. we may remotely access the Company API and cease providing you with access to the Company API;
    5. Should this License be terminated for any reason the Company will continue to retain complete ownership of all data that has been generated by your use of the Company API up to the date of termination. We will comply with our Retailer Privacy Policy (Section B, Paragraph 4, Retention) should either party exercise their right to terminate this Agreement.
  13. COMMUNICATION BETWEEN US
    1. If any condition in this License requires you to give us notice in writing, you can send this to us by e-mail at license@pointy.com.
  14. NO PARTNERSHIP OR AGENCY
    1. Nothing in this License is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  15. OTHER IMPORTANT TERMS
    1. The Company may assign, transfer, or otherwise dispose of our rights and obligations under this License, in whole or in part, at any time without notice but this will not affect your rights or our obligations under this License.
    2. You may only transfer your rights or obligations under this License to another person if the Company agrees in writing.
    3. If the Company fails to insist that you perform any of your obligations under this License, or if the Company does not enforce our rights against you, or if the Company delays in doing so, that will not mean that it has waived its rights against you and will not mean that you do not have to comply with those obligations. If the Company does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you.
    4. Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    5. This License, its subject matter and its formation, are governed by Irish law. You and the Company both agree that the courts of the Republic of Ireland will have exclusive jurisdiction.
    6. This License and any documents expressly referred to herein contain the whole agreement between the end user and licensor and the License supersedes all prior agreements, arrangements and understandings between the parties.

This License has been entered into on the date of the creation of your account.

Version: 2021-02-26
Copyright , Pomo Search Limited.