- These Terms relate to APIs which are useable only in a sandbox environment and Chenosis will not be responsible for any use of the Developer Site or liable to you for any loss or damage you may suffer as a result of using it.
- In these Terms there are also various limitations and exclusions of Chenosis's liability, indemnities which are given by you, and disclaimers by Chenosis of warranties. See clause 12 for more information.
- To the extent that this Agreement or Services provided under this Agreement are governed by the Consumer Protection Act, 2008 (the "Consumer Protection Act"), no provision of this Agreement is intended to contravene the applicable provisions of the Consumer Protection Act, and therefore all provisions of this Agreement must be treated as being qualified, to the extent necessary, to ensure that the applicable provisions of the Consumer Protection Act are complied with
Acceptance of Terms
Headings will not be used in the interpretation of these Terms and, unless expressly provided otherwise, or otherwise required by the context, the following words and expressions shall have the corresponding meaning:
- Affiliate - in relation to a Party, means all other persons or entities which directly or indirectly (whether through one or more intermediaries or otherwise) Control, or are Controlled by, or are under common Control with, that Party or its successors-in-title from time to time.
- Agreement - the agreement that is created between you and Chenosis when you access or use the Services, the Developer Site, the Services Documentation or any of the APIs. Such agreement is on the terms and conditions set out in these Terms and the terms and conditions set out in the Data Privacy and Security Policy for Chenosis Developer Portal which is available as set out on clause 4.
- API - an application programming interface made available by Chenosis through, or for purposes of accessing, the Developer Site or using the Sandbox. A reference to "APIs" is a reference to the application programming interfaces made available by Chenosis through, or for purposes of accessing, the Developer Site or using the Sandbox.
- API Documentation - the documentation, data and information that Chenosis provides regarding the use of the APIs.
- Applicable Law - all laws, rules, codes, regulations, and formal regulatory guidelines and standards, made by a Government Authority, legislature or other public authority with binding effect in force from time to time (construed having regard to related guidance and codes of practice issued or approved by a Government Authority or other public body) and applicable to a Party and relevant to these Terms.
- Application - any software application, website, or product or service you create or offer.
- Confidential Information - any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential, including (i) all Materials, records, files, analysis, documents, software, computer or electronic data disks or tapes, test data, printouts, processes, designs, file layout, technical bulletins, manuals, diagrams, formulas, research, inventions, patents and discoveries reasonably related to the Parties' businesses or products and services of the Parties that have not been publicly released, (ii) technical, financial, business plan or customer information, including standard periodic financial statements and analyses, budgets, tax returns, benefit and compensation plans, customer list(s) and contact names, functional and technical specifications; and (iii) other valuable information disclosed by one of the Parties to the other, in whatever form, and shall include proprietary information. For clarity, the "Confidential Information" of Chenosis shall include the Chenosis Data and the Confidential Information of all Chenosis Affiliates.
- Claim - a claim, action, demand, suit, investigation or proceeding.
- Control - (i) the holding or beneficial ownership of 30 per cent or more of the ordinary shares (or other like instruments) in that party's issued share capital (or like ownership structure), or the holding of a participation interest of 30 per cent or more in that party where it is unincorporated; or (ii) the right or ability to direct or otherwise control or exercise 30 per cent or more of the voting rights attaching to that party's issued ordinary shares (or other like instruments), or the right or ability to direct or otherwise control or exercise the voting rights attaching to a participation interest of 30 per cent or more in that party; or (iii) the right or ability to appoint or remove 30 per cent or more of the board of directors of that party (or such other body legally representing such party) or to appoint or remove individuals able to exercise 30 per cent or more of the votes exercisable at the meetings of board of directors or such party; or (iv) the right or ability to direct or generally manage, or to cause the direction or general management of, affairs of such party; and the terms "Controls" and "Controlled" shall have a corresponding meaning.
- Data - any Materials which are Processed, uploaded, posted, transmitted or otherwise made available by Chenosis or by users of the Services via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.
- Data Protection Legislation - all Applicable Laws regulating the Processing of Personal Information, including privacy laws, data sovereignty laws, anti-spam laws and other similar laws.
- Data Subject - a person, including a natural or artificial person whose Personal Information is Processed.
Destructive Code - "viruses", "trojan horses", ransom ware, malware, spyware and computer code, instructions, devices or other Materials that:
- are designed to disrupt, disable (in whole or in part), harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation or use of the Chenosis Infrastructure, the Developer Site, the Services, the Applications, the Chenosis Materials, or the Materials of a Party;
- would permit an unauthorised party to access the Chenosis Infrastructure, Developer Site, Services, Application, the Chenosis Materials, or the Materials of a Party to cause such disablement or impairment;
- contain any other similar harmful, malicious or hidden procedures, routines or mechanisms; or
- can cause or allow unauthorised damage or access to, interference with, or loss, theft, destruction or corruption of, Chenosis Infrastructure, the Developer Site, the Services, Applications, the Chenosis Materials, or the Materials of a Party.
- Develop - without limitation, to adapt, amend, compile, conceive, create, deliver, develop, acquire, enhance, modify, prepare, supply, and improve, and the terms "Developed" and "Development" shall bear corresponding meanings.
- Developer Site - Chenosis's developer site found at https://chenosis.io or https://chenosis.io, through which the Sandbox, APIs, and API Documentation are made available by Chenosis.
- End User - your Personnel and each person that uses an API, or who accesses the Developer Site, or who uses the Services or the API Documentation on your behalf.
- Government Authority - any government, government agency, body or authority, regulatory and statutory entities and authorities, including but not limited to any court or any regulator under Applicable Laws.
- Infrastructure - information technology and telecommunications infrastructure and systems, including computer and telecommunications networks, equipment, hardware, software, middleware, firmware, data, databases, peripherals, terminals and components.
- Input - any ideas, feedback, suggestions, analysis, results, proposals, designs, and concepts, including (but not limited to) ideas, feedback, suggestions, proposals, designs, and concepts relating to new or existing products or services, or to the APIs, the Developer Site, or the Services;
- Losses - any claims, losses, damages, costs, charges, liabilities, penalties, interest and fines and expenses (including legal and other professional charges and expenses.
- Materials - all products, goods, software, documentation, literature, materials, tools, Data, information, databases, modules, components, trademarks, logos, designs, brand names, compilations of data, methodologies, processes, policies, procedures, techniques, models, configurations, mobile content, protocols, routines, interfaces (including, without limitation, application programming interfaces), reports, plans, notes, files, decoders, adaptors, diagrams, manuals, templates, schematics, correspondence, designs, circuit designs, algorithms, specifications, records, handsets, devices, equipment, hardware, servers, computers, platforms, computer code, derivative works, works of authorship, technology and intellectual property, and irrespective of the form and format of the foregoing and whether tangible or intangible.
- Chenosis - Chenosis Group Management Services Proprietary Limited. We may refer to "Chenosis" as "we", "our", or "us" in the Terms.
- Chenosis Brand - the Chenosis brand and brand assets, including names, logos, trade names and trademarks.
- Chenosis Data - any Materials, data and information, including Personal Information, relating to: (i) Chenosis, the Affiliates of Chenosis, Chenosiss Personnel, or (ii) the operations, business or activities of Chenosis or of its Affiliates.
- Chenosis Materials - any and all (i) Materials that are owned or acquired by Chenosis or any of its Affiliates; and (ii) Materials that are licensed by a third party to Chenosis or any of its Affiliates; and (iii) Materials that are provided or made available to you or your Personnel by or on behalf Chenosis or any of its Affiliates; and (iv) the Chenosis Data; (v) Materials made available through, or accessible on, the Developer Site or the Services; (vi) Input; and (vii) all Developments to any of the Materials referred to in (i) to (vi) (inclusive) of this definition. The Chenosis Materials shall include, without limitation, the Chenosis Data, the Chenosis Brand, the APIs, the API Documentation, the Service Documentation, the Developer Site, the Confidential Information of Chenosis and its Affiliates, and all trademarks, logos, designs and brand names used by Chenosis and/or any of its Affiliates, and all additions or Developments to any and all of the foregoing.
- Parties - you and Chenosis, and "Party" refers to either one as the context may apply.
- Personal Information - means information relating to any natural or legal person, including (without limitation): (i) information relating to the race, gender, sex, marital status, national, ethnic or social origin, colour, age, disability, language and birth of the person; (ii) information relating to the education or the medical, financial, criminal or employment history of the person; (iii) information relating to the financial affairs of the person; (iv) credit card details and transactional data; (v) any identifying number, symbol, e-mail address, physical address, telephone number or other particular assignment to the person; (vi) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence; (vii) the views or opinions of another individual about the person; (viii) the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person; and (ix) any other information the Processing of which may be treated or defined as "personal information" or "personal data" in terms of any Applicable Laws, including Data Protection Legislation.
- Personal Information Breach - any actual or suspected event, including (without limitation) any actual or suspected breach of security, leading to any actual, suspected, accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Information.
- Personnel - the individual partners, directors, officers, employees, representatives, agents, independent contractors, subcontractors, suppliers, advisors, licensors, product providers and service providers of a Party, including (without limitation) those of its Affiliates.
- Process - means to collect, receive, record, organise, collate, store, Develop, retrieve, consult, use, disseminate or perform any other act or action, including any other act or action which may be treated or defined as "process" or "processing" (or any equivalent term) in terms of any Data Protection Legislation. The words "Processed" and "Processing" shall have a corresponding meaning.
- Processor - a person or legal entity involved in the activity of Processing.
- Sandbox - the sandbox environment made available by Chenosis through the Developer Site where you can test your Application.
- Service(s) - services rendered by Chenosis by providing you access to the Developer Site, Service Documentation, the API and API Documentation, to enable you to use the Sandbox to Develop and test your Application.
- Services Documentation - the API Documentation and all other documentation, instructions, policies and procedures which Chenosis makes available on the Developer Site regarding the use of the Developer Site, the Services, the APIs, the Sandbox or any Chenosis Materials.
Access and Registration
- In order to register for and access and use the Services, you may be required to provide certain personal information (such as, among others, identification and contact details) as part of the registration process for the Services or the Developer Site, or as part of your continued access to or use of the Services.
- Any registration information you give to Chenosis must always be accurate and up to date and you must inform us promptly of any updates or changes to this information through the Developer Site by contacting https://chenosis.io/support or https://chenosis.io/support.
- If you are using any of the Services on behalf of an entity or another person, you represent and warrant that you have authority to bind that entity or person to the Terms and by accepting the Terms, you are doing so on behalf of that entity or person (and all references to "you" in the Terms refer to that entity or person).
You acknowledge and agree that:
- this Agreement and these Terms do not constitute any representation, obligation or undertaking for Chenosis or any of its Affiliates to conclude any further agreements with you or to enter into any further arrangements with you;
- even if your use and testing of the APIs, the Developer Site and Sandbox are successful, neither Chenosis nor any of its Affiliates shall be obliged to conclude any further agreements with you or to enter into any further arrangements with you; and
- this Agreement and these Terms do not give you any rights to use the APIs in ‘live production' or for commercial purposes.
- In order to register for and access and use the Services, you will be asked to provide certain personal information as per clause 3.1.
- By using the Services and agreeing to our Data Privacy and Security Policy for Chenosis Developer Portal, you consent to our use of your personal data. For more information about how your personal data is used, please see our Data Privacy and Security Policy for Chenosis Developer Portal, available at https://chenosis.io/privacy-policy or https://chenosis.io/privacy-policy.
Licence and use of the APIs, Developer Site, and the Services, the Sandbox and the Services Documentation
- Subject to the further provisions in these Terms and provided you at all times comply with these Terms, Chenosis hereby grants you a limited, non-exclusive, non-transferable, revocable, personal, royalty-free licence (without the right to sub-license) to: (i) use the APIs and the Developer Site for the sole purpose of developing and testing your Application, and (ii) use the Sandbox for testing and Development use only and not for production use.
- You may not use the Services, the APIs or any other Materials or Infrastructure in a manner that: (i) Processes or accesses or uses any Materials beyond what Chenosis allows under the Services Documentation; (ii) that changes the Services, Chenosis Infrastructure or the Developer Site; (iii) that breaks or circumvents any of Chenosis's technical, administrative, process or security measures; (iv) that disrupts or degrades the performance of the Service, the Chenosis Infrastructure, the APIs or the Developer Site; or (v) that tests or compromises the vulnerability of Chenosis's Infrastructure, systems or networks.
- You must only access or use (or attempt to access or use) an API by the means described in the API Documentation. If Chenosis assigns you developer credentials (e.g. client IDs), you must use them with the applicable API to access the Developer Site. You must not misrepresent or mask your identity when using the Services.
- You must comply with the instructions, policies and procedures in the Services Documentation and with any additional terms, conditions, requirements and restrictions set out in the Services Documentation.
- You must comply with all Applicable Laws.
- You must not use the Developer Site, Services, Sandbox or the APIs for any unlawful purposes or to encourage, facilitate or promote illegal activity or violation or infringement of third party rights. You must not violate any other terms of service with Chenosis or its Affiliates.
- You must not insert, or allow the insertion, of Destructive Code into the Chenosis Infrastructure, the Developer Site, the APIs, the Chenosis Materials or the Sandbox.
- You shall bear all costs associated with the containment and elimination of the Destructive Code, including any costs arising from the restoration and reconstruction of all data and Materials which may be lost, damaged or destroyed as a result of such introduction, activation or invocation of any Destructive Code.
- You may not alter, change, modify, adapt, decompile, attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Developer Site, the Services, the Sandbox, the APIs or the Chenosis Materials.
- You may not use the Developer Site, Services, Sandbox, the APIs or the Chenosis Materials to replicate or compete with any of the products or services offered by Chenosis.
- You may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Developer Site, Services, Sandbox, the APIs or the Chenosis Materials.
- Chenosis may set and enforce limits on your use of the Developer Site, Services, Sandbox, the APIs or the Chenosis Materials (e.g. limiting the number of API requests that you may make or the number of End Users you may serve), in Chenosis's sole discretion. You agree to comply with, and will not attempt to circumvent, such limitations set out in the API Documentation. If you would like to use any API or part of the Service beyond these limits, you must obtain Chenosis's express consent (and Chenosis may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact https://chenosis.io/support or https://chenosis.io/support.
You are responsible for ensuring that all End Users comply with these Terms. The obligations, restrictions and conditions in these Terms equally apply to the End Users. All acts and omissions of the End Users shall be deemed to be your acts and omissions and you shall be liable for these acts and omissions.
Open Source Software
- You acknowledge that some of the software required by or included in the APIs, the Chenosis Materials or the Services may be offered under an open source licence. We shall provide a list of the open source software and the corresponding open source licence following your request made to the contact details set out in clause 5.12.
- Open source software licenses constitute separate written agreements. To the limited extent the open source software license expressly supersedes these Terms, the open source license instead sets forth your agreement with Chenosis for the applicable open source software.
Non-exclusivity and Input
- Your use of the Developer Site, Services, Sandbox, the APIs and the Chenosis Materials is non-exclusive.
- You acknowledge and agree that Chenosis and its Affiliates may at any time Develop or offer Materials, products or services that may compete with, or be the same or similar to, the Application or any other products or services or Materials, including any of your products, services or Materials or those of your Personnel.
- If you or any of the End Users provides any Input to Chenosis, or its Affiliates or any Personnel of Chenosis or its Affiliates, you acknowledge and agree that: (i) Chenosis and its Affiliates may freely use such Input in their sole discretion; (ii) such Input shall become part of the Chenosis Materials; (iii) you are not entitled to any compensation or remuneration for such Input or its use or its incorporation into the Chenosis Materials; and (iv) no obligation is owed to you relating to such Input or its use.
- You acknowledge and agree that the APIs, the Services Documentation, the Sandbox, the Chenosis Materials and various components of the Services and Developer Site are confidential and contain Confidential Information. You shall protect the confidentiality of, and avoid the disclosure and unauthorized use of, such Confidential Information.
In respect of Personal Information Processed in connection with these Terms, you shall:
- implement and maintain appropriate technical and organisational measures and safeguards in accordance with all Data Protection Legislation and/or to the Processing of Chenosis Data. This shall include such measures and safeguards so as to ensure a level of security appropriate to the risk including the risk of unauthorised or unlawful Processing of the Personal Information and against accidental loss or destruction of, or damage to, the Personal Information, with such measures and safeguards including (as appropriate): (i) the pseudonymisation and encryption of Personal Information; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services; (iii) the ability to restore the availability and access to Personal Information in a timely manner in the event of a physical or technical incident; and (iv) process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing;
- implement appropriate technical and organisational measures for the fulfilment of Chenosis's obligation to respond to requests by Data Subjects to exercise their rights of access, rectification or erasure, to restrict or object to Processing of Personal Information, or to data portability;
- promptly forward to Chenosis, any written request by a Data Subject exercising any of its rights referred to in this clause 10 and, upon Chenosis's reasonable written request, you must provide Chenosis with all co-operation and assistance reasonably requested by Chenosis in relation to that request to enable Chenosis to respond to that request in compliance with applicable deadlines and information requirements;
- not engage another Processor without prior specific or general written authorisation of Chenosis and in the case of general written authorisation, inform Chenosis of any intended changes concerning the addition or replacement of other Processors, thereby giving Chenosis the opportunity to object to such changes;
assist Chenosis with:
- undertaking an assessment of the impact of Processing of Personal Information, and
- consultations with a Government Authority;
- unless prevented by Applicable Law from doing so, promptly notify Chenosis if you receive any complaint, notice, communication or legally-enforceable order which relates directly or indirectly to the Processing of Personal Information, or to either Party's compliance with applicable Data Protection Legislation, and fully co-operate and assist Chenosis in relation to any such complaint, notice, communication, order or non-compliance; and
- allow Chenosis or an auditor appointed by Chenosis to carry out audits, including inspections of facilities, Materials and equipment relating to the Processing of Personal Information by you or any Processor acting on your behalf; and
- allow Chenosis or an auditor appointed by Chenosis to verify compliance with this clause 10, or as otherwise required by a Government Authority; provided that Chenosis and/or the End User shall provide seven (7) business days prior notice of such audit (or such other shorter notice period as may be reasonable in the circumstances).
You shall, in the event of a Personal Information Breach, Chenosis Data security breach or suspected Chenosis Data security breach ("Security Breach"):
- immediately notify Chenosis and take all steps as may be required by Applicable Law to mitigate or avoid such Security Breach;
- cooperate with Chenosis in connection with the investigation of such Security Breach, except to the extent it is prohibited from doing so under the Applicable Law, and not make any announcements or give any notices relating to such Security Breach without Chenosis's prior written approval, which approval may not be unreasonably withheld or delayed where you are required to make such public announcement pursuant to Applicable Laws; and
- take all necessary and appropriate corrective action and such corrective action as may be required by Applicable Laws.
- Without prejudice to the specific requirements of the rest of this clause 10, you shall take all precautions necessary to preserve the integrity of the Chenosis Data and to prevent any unauthorised access, corruption or loss of Chenosis Data in your possession or under your control or that of your Personnel.
- Unless provided for in the Applicable Law, you will not knowingly allow or assist any Government Authority or other organizations to conduct surveillance or obtain data using your access to the Developer Site, the APIs or the Services.
Intellectual Property Rights
Chenosis and its licensors own all rights (including, but not limited to, all intellectual property rights), title, ownership and interest, in and to;
- the APIs;
- Chenosis Materials;
- the Services; and
- Chenosis Brand.
- Except for the express licenses granted in these Terms, you are not granted and do not have any right, title, ownership or interest in or to the APIs, the Services, the Chenosis Materials or the Chenosis Brand. You agree to take such actions as Chenosis may reasonably request to perfect Chenosis's rights to the APIs, Chenosis Data, the Services, the Chenosis Materials or the Chenosis Brand. You hereby cede, assign, transfer, convey and make over to Chenosis all of the rights (including, but not limited to, all intellectual property rights), title, ownership and interests which you or the End Users may hold or acquire in or to the APIs, the Services, the Chenosis Materials or the Chenosis Brand. Chenosis hereby accepts such cession, assignment, transfer, conveyance and making over.
- You are not allowed to use the Chenosis Brand in any way and other than pursuant to a separate written agreement with Chenosis expressly regulating such use.
- You may not use the Chenosis Brand in a way not expressly authorized by Chenosis in writing or in any way that may be harmful to the Chenosis Brand or that may bring disrepute to Chenosis or its Affiliates, including (but not limited to) using the Chenosis Brand in conjunction with or on any Material that may be unlawful, or for the purposes of facilitating, endorsing or promoting violence, crime, pornography or any illegal activities.
- The Services, Developer Site, Sandbox and APIs are licensed, not sold. You are not given any rights or licences other than those expressly set out in this Agreement and Chenosis reserves all rights.
- Chenosis does not acquire ownership in your Application, and by using the Services, you do not acquire ownership of any rights, title or interests in or to the Chenosis Materials, API, Developer Site or the Sandbox.
- Chenosis and its licensors own all rights (including, but not limited to, all intellectual property rights), title, ownership and interest, in and to;
Term and Termination
- This Agreement is will come into effect on the earlier of the date upon which you agree to them, or you first start using any of the Services, the Developer Site, the Services Documentation or any of the APIs.
Except as set out in clause 12.6, this Agreement will continue to be in force and effect until:
- you discontinue your use of the Services, the Developer Site, the Services Documentation or any of the APIs; or
- Chenosis terminates your use of the Services, Developer Site, the Services Documentation and the APIs, whether by notice to you or otherwise.
- change, suspend or discontinue, in whole or in part, the Services, the Developer Site, the Services Documentation or any of the APIs at any time and for any reason and without notice;
- suspend or terminate your use of the Services, the Developer Site, the Services Documentation or any of the APIs at any time and for any reason and without notice at any time and for any reason and without notice;
- without limiting the foregoing, limit your access to or use of the Services, the Developer Site, the Services Documentation or any of the APIs, if we, in our sole discretion, determine that your continued use or access may negatively affect the Service, the Developer Site, the APIs or our ability to provide the Services, the Developer Site or the APIs.
If Chenosis suspends or terminates, in whole or in part, your use of the Services, the Developer Site, the Services Documentation or any of the APIs (the "Affected Components"):
- you and the End Users must immediately cease all use of the Affected Components;
- all rights and licenses granted to you under these Terms in relation to the Affected Components will be deemed to be suspended or terminated (as applicable) immediately; and
- you must promptly destroy the Affected Components that are in your possession or control.
When this Agreement ends:
- all rights and licenses granted to you under these Terms will terminate immediately;
- you and your End Users must immediately cease all use of the Services, the Developer Site, the Services Documentation, the APIs and all Chenosis Materials;
- unless we agree otherwise in writing or as prescribed by Applicable Law or these Terms, you must promptly destroy the Services Documentation, the APIs, and all other Chenosis Materials in your possession or control that you received under these Terms; and
- Chenosis will make commercially reasonable efforts to remove all references and links to your Application from its Services (Chenosis has no other obligation to delete copies of, references to, or links to your Application).
- When this Agreement ends, those parts of these Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to this clause 12 and clauses 22 to 12 (inclusive), and 13 to 15 (inclusive).
Disclaimer of Warranties; Limitation of Liability; Indemnity
- You warrant and undertake that you shall at all times comply with Applicable Laws
- The Services, Developer Site, the Services Documentation, the APIs, the Chenosis Materials and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind. Chenosis expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
- You acknowledge that Chenosis does not warrant that the Services, the Developer Site, the APIs, or the Chenosis Infrastructure will be uninterrupted, timely, or secure, or that they or the Chenosis Materials will be error-free or free of Destructive Code, nor does Chenosis make any warranty as to the results that may be obtained from use of the Services, Developer Site, the Services Documentation, the APIs, or the Chenosis Materials. No Materials, advice or services obtained by you from Chenosis or through the Developer Site or the Services shall create any warranty not expressly stated in these Terms.
Limitation of liability
- Subject to clause 13.2.2, under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Chenosis be liable to you or any third party for (a) any indirect, incidental, special, exemplary, consequential or punitive Losses or damages, (b) any lost sales or business, lost revenue, lost profit or lost data, irrespective of whether any of the foregoing is direct or indirect, or (c) for any amount in the aggregate in excess of the fees actually paid by you in the six (6) months preceding the event giving rise to your claim or, if no fees apply, ZAR10 000, or (d) any matter beyond our reasonable control.
- Subject to clause 13.2.3, under no circumstances will you have any Claims of any nature and however arising, including (but not limited to) Claims for any Losses, against any person or entity that has licensed any of the APIs to Chenosis or any of its Affiliates or is a third party licensor of the APIs.
The exclusions and limitations of liability set out in this clause or elsewhere in these Terms do not apply to liability in respect of, or arising from:
- any Claims and/or Losses arising from the fraud, fraudulent misrepresentation, willful misconduct or gross negligence;
- indemnities given, and indemnification obligations arising, under these Terms, including clause 13.3;
- breach of clause 10;
- loss of Data or business information;
- death or personal injury caused by negligence (or the negligence of those for which the relevant Party has vicarious liability); or
- any liability that cannot be excluded or limited by Applicable Law, but only to the extent that the Applicable Law does not permit such limitation and/or exclusion.
- You hereby irrevocably indemnify and hold harmless Chenosis, its Affiliates and the Personnel of Chenosis and its Affiliates (all of the foregoing individually and collectively "Indemnified Parties"), and agree to keep the Indemnified Parties indemnified and held harmless, from and against any all Claims and Losses arising out of or in connection with any Claim made or instituted against any of the Indemnified Parties as a result of, or in any way related to, your or your End Users' violation of these Terms, or your or your End Users' use of the Services, the APIs, the Developer Site, the Chenosis Brand, the Services Documentation, or the Chenosis Materials, including (but not limited to) any Claims by End Users, or your customers, or users of your Application or of your products or services, or Claims by any third parties.
Subject to clause 13.2.3, in no event may you:
- initiate or institute any Claims, or claim any Losses, against any of Chenosis's Affiliates or any of the Personnel of Chenosis or of its Affiliates arising from this Agreement, or your or your End Users' use of the Services, the APIs, the Developer Site, or the Services Documentation; or
- enter into a settlement or a similar agreement with a third party that affects Chenosis's rights or binds Chenosis in any way, without the prior written consent of Chenosis.
Relationship between the Parties
- Nothing in these Terms shall be deemed to constitute a partnership between the Parties, nor constitute either Party the agent of the other Party for any purpose.
- Chenosis's Personnel shall not be construed as your Personnel.
- You shall not at any time hold yourself out to any third party as a partner, agent or representative of Chenosis or its Affiliates or as being in any way authorised by Chenosis or its Affiliates to bind Chenosis or any of its Affiliates in any manner to any contracts, and you shall ensure that your Personnel shall likewise not do so or cause you to be in breach of this clause 14.
- You will not make any statement or representation which suggests a partnership with, sponsorship by, or endorsement of Chenosis without Chenosis's prior written approval.
- You shall be solely responsible and liable for all of your customers and all users of your Application and of your products and services. Chenosis and its Affiliates shall not be required or obliged to address or respond to any Claims, complaints or queries from your customers or users of your Application or of your products and services.
Conflicts and inconsistencies
If there is a conflict between these Terms and additional terms applicable to a given API, the additional terms will control for that conflict. For the purposes of this clause 15, "All Terms" shall mean the Terms together with any additional terms, terms within the accompanying API Documentation, and any applicable policies and guidelines issued by Chenosis.
- Chenosis may amend, vary or supplement the All Terms from time to time.
- Amendments, variations and supplements to All Terms (the "Modified Terms") shall be made available to you by Chenosis on Developer Portal.
- The Modified Terms will not apply retroactively and will become effective no sooner than 30 days after they are posted on the Developer Portal. However, amendments, variations and supplements addressing new functions of the Service or which are made for legal reasons may be effective sooner and may be effective immediately.
- If you do not agree to the Modified Terms, you must discontinue your use of the Service. Your continued use of the Service constitutes your acceptance of the Modified Terms.
- This Agreement and these Terms and any dispute or claim (including any relevant non-contractual disputes or claims) arising from or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England.
- The courts of England shall have exclusive jurisdiction to settle any dispute or claim (including any relevant non-contractual disputes or claims) arising from or in connection with this Agreement and these Terms or the subject matter or formation thereof.
The APIs are subject to export laws and regulations. You must comply with all the applicable domestic and international export laws and regulations (including laws regarding the import or export of data or software, privacy, and local laws) with regard to the APIs.
You may not cede, delegate, transfer, or assign any right or any obligation under this Agreement or in these Terms without the prior written consent of Chenosis. Chenosis may cede, delegate, or assign any or all of its rights and obligations under this Agreement or in these Terms to any person or entity and without notice to you.
- Conflicts and inconsistencies