API TERMS AND CONDITIONS

You hereby agree to the following terms and conditions:

TERMS OF USE

These API Terms and Conditions are in addition to, incorporated into, form part of and are subject to the Terms of Use.

DEFINITIONS

All capitalized and defined terms not defined in these API Terms and Conditions are defined in the Terms of Use.

As used in these API Terms and Conditions:

  • the term “Acceptance Terms” is defined below in the section titled “Electronic Document”;
  • the term “API” means Content consisting of application programming interface, software development libraries, documentation and information related thereto, as any of the foregoing may be modified by us from time to time;
  • the term “API User” is defined below in the section titled “API User Application”;
  • the term “API User Applications” means your website, mobile site and/or software applications listed in the API User application filled by you using the applicable functionality of the Site or otherwise as specified by us;
  • the term “Connectivity” means (i) the connectivity (using the API) between the API User Applications and the Site, and/or (ii) links on the API User Applications to the Site (including the corresponding Delivery.com merchant members’ pages or home page of the Site);
  • the term “Delivery.com Marks” mean trade names, trademarks, service marks, logos, slogans and other identifiers of Delivery.com or its affiliates;
  • the term “Information” means any and all materials, information, data and content accessible using the API;
  • the term “Order” means an order that is placed and paid for (and not cancelled for any reason) at any time during your API User relationship with us by a Site user and that is recognized by our systems to be initiated on the API User Applications using the Connectivity; and
  • the term “Right to Use API” is defined below in the section titled “Right to use API”.

API USER APPLICATIONS

To become eligible to receive and use the API and the Information, you need to submit an API User application and agree to these API Terms and Conditions and Terms of Use by using the applicable functionality of the Site or otherwise as specified by us. Once we notify you in writing that your application has been approved, you become an “API User” and your API User relationship with us begins.

RIGHT TO USE API; USE RESTRICTIONS

API User is encouraged to create innovative software applications that enhance and expand the possibilities of online ordering of Site users. However, doing so is subject some inevitable restrictions (☹), as set forth below:

API User is granted a limited, revocable, non-assignable, non-transferable and personal right to, and API User agrees to, use the API and the Information and establish, and thereafter during your API User relationship with us, maintain the Connectivity (“Right to Use API”) solely for the purposes of sending Orders to the Site and/or directing the users of the API User Applications to the Site, in each case, subject to and in compliance with these API Terms and Conditions.

API User agrees to establish and maintain the Connectivity, including by integrating the API User Applications to the Site and/or placing links on the API User Applications to all listings of Delivery.com merchant members on the API User Applications. Such links will direct the users of the API User Applications to the corresponding Delivery.com merchant members’ pages or home page of the Site. API User further agrees to update and maintain the Connectivity using current and accurate Information and Content as made available by Delivery.com from time to time.

Without limiting the foregoing, API User may use the API to develop, implement, test, launch, operate and support software applications that integrate to the Site or to deep link from the API User Applications to the Site, in each case, solely for the purposes of sending Orders to the Site and/or directing the users of the API User Applications to the Site, in each case, subject to and in compliance with these API Terms and Conditions. (As used in these API Terms and Conditions, the phrase “to deep link” means linking in a way that a user of the API User Applications is linked directly to the corresponding merchant member’s pages or home page of the Site.) API User shall ensure that all links to the Site use our logo, as may be provided by us from time to time.

You acknowledge and agree that use of the API for any purposes except for the ones expressly permitted to API User in these API Terms and Conditions is expressly prohibited and that you shall not use the API or the Information for any other purposes, including information gathering for statistical purposes or otherwise. Without limiting the foregoing and in addition thereto, when linking or deep linking users of the API User Applications to the Site, you agree not to use the API or the Information in a way that will make it non obvious to a user of the API User Applications that she/he is leaving the API User Applications and is using the Site.

You further agree:

(i) that the API and the Information are being provided solely for API User’s use as expressly provided herein, and API User shall not permit or facilitate, and shall prevent, any access to or use of the API or the Information and/or any copying, storage, distribution, sub-licensing, disclosure, sale, parsing, manipulation, create(ion) derivative works based on and/or use in any way of the API or Information, in whole or in part except as otherwise expressly permitted in these API Terms and Conditions;

(ii) to provide reasonable cooperation to Delivery.com in the testing of any software, systems, applications, hardware, devices and/or connectivity in connection with the delivery and functionality of the API and the Information; and

(iii) to promptly implement modifications to the software and systems used by or for API User Applications which are reasonable and feasible to accommodate changes as required by Delivery.com so as to enable API User to continue to receive Information using the API. (For the avoidance of doubt, API User is responsible for the API User Applications and for developing the API, establishing and maintaining the Connectivity, receiving and displaying the then current Information on the API User Applications and any and all circuit, equipment and other costs, fees and expenses associated therewith, including marketing, sales and operations (including travel) expenses and the costs associated with API User’s performance of its obligations pursuant to these API Terms and Conditions.)

Except as expressly permitted in these API Terms and Conditions, you shall (i) have no right to and shall not access, store, distribute, display, sub-license, disclose, sell, copy, reproduce, create any derivative works based on and/or use in any way any API or Information; and (ii) not provide, distribute, display or sell the API or Information to any third parties.

API USER APPLICATIONS

API User hereby represents, warrants and agrees that: (a) the API User Applications are (and shall continue to be) owned, operated and/or running software provided by API User; (b) the API User Applications are not and shall not be operated in violation of any applicable federal, state or local laws, rules or regulations; and (c) the API User Applications, the content included on the API User Applications, as well as the operation of the API User Applications, are not and will not (i) misappropriate, violate or infringe the copyright, trademark, trade name, patent, right of publicity or privacy or any proprietary or other right of any entity or person; (ii) breach any agreement, license or other instrument, order, judgment or decree of any court, governmental agency or regulatory body to which API User is bound or (iii) contain any material which is libelous, slanderous or obscene.

API User shall not have the right to and shall not use, publish, share, sell or otherwise distribute any data collected with respect to users of the API User Applications that relates to (A) their clicking on a Delivery.com link, (B) their use of the Site, and/or (iii) any information deemed proprietary by Delivery.com.

USE OF INFORMATION AND MARKS

Any use of the Information and the Delivery.com Marks must comply with any and all reasonable usage guidelines communicated by Delivery.com to API User from time to time. To the extent API User displays any Information on the API User Applications, Company shall attribute such Information to Delivery.com. In addition, API User agrees to include and display in a prominent location of the API User Applications, where applicable, an indication that the software application has been created using the API and/or the Information. Such attribution shall be made by including the phrase “Powered by Delivery.com” or other language agreed by API User and Delivery.com, and may also include Delivery.com logo provided by Delivery.com. API User agrees not to use or exploit any of the Information or the Delivery.com Marks, except in such form as Delivery.com may consent to in writing signed by Delivery.com. API User further agrees not to use any of the Information or the Delivery.com Marks in a false, adverse, poor light or in any way that may be deemed by Delivery.com to be detrimental to its or its business. API User agrees to display Delivery.com trademark and copyright notices or legends provided by Delivery.com to API User from time to time when using Delivery.com Marks and/or Information. Delivery.com and its affiliates reserve all right, title, and interest in and to the Information and the Delivery.com Marks, along with any intellectual property rights associated with any of the foregoing, and no title or ownership of any of the foregoing is transferred to API User or any other entity or person pursuant to these API Terms and Conditions.

COMMISSIONS

Unless as otherwise set forth in a written agreement by and between you and us, in which case such agreement, and not this section titled “Commissions”, shall control and govern your ability to receive commissions, during your API User relationship with us, you may become eligible to receive a certain percentage (in each case, as indicated below) of the total amount of commissions actually received by us from applicable Orders (before tips, taxes and delivery charges) less third party credit and debit card (including university or college issued ones) and other processing and/or transmission fees and charges applicable to such Orders. Such percentage is 25%. You will be eligible to receive payments following the end of each calendar month that your commission balance is US$100.00 or more.

TERMINATION OF THE RIGHT TO USE; CONSEQUENCES OF TERMINATION

You may terminate your API User relationship with us at any time by a written notice to us using the applicable functionality of the Site.

We may terminate your API User relationship with us by a written notice posted on the Site and/or e-mailed or otherwise provided to you at the address in your API User profile on the Site at any time.

In addition, we may terminate your API User relationship with us by a written notice posted on the Site and/or e-mailed or otherwise provided to you at the address in your API User profile on the Site in the event that:

(A) we terminate Right to Use API, in whole or in part;

(B) you violate the Terms of Use and/or these API Terms and Conditions; or

(C) you become subject to investigation or other legal proceeding, or are reported to have engaged in activity of a nature which is reasonably considered by us to have the potential to damage our goodwill, reflect negatively upon our name, reputation or standards, cause a loss of public confidence or other negative consequences.

(For the purposes of sub-section (B) and sub-section (C) above only, the term “you” includes “you” and, where applicable, your affiliates and your and their officers, directors, employees and agents. Termination pursuant to sub-section (B) and/or sub-section (C) above is referred to as termination “for cause”.)

Upon termination of your API User relationship with us, we will have no obligations to you and the rights granted hereunder shall immediately terminate and API User shall have no right to use and shall immediately stop using and destroy the API, Delivery.com Marks and the Information in its possession or control. These API Terms and Conditions and obligations pursuant to these API Terms and Conditions shall become effective upon your submission of the API User application filled by you using the applicable functionality of the Site or otherwise as specified by us, survive termination of your API User relationship with us and shall continue in perpetuity. Notwithstanding the foregoing, in the event that we terminated your API User relationship with us “for cause”, we shall have no further obligation to pay you any commissions whatsoever.

PROVIDING INFORMATION

API User agrees to, from time to time promptly upon request of Delivery.com, provide to Delivery.com (i) a written certification that states that API User, to the best of your knowledge upon reasonable due diligence, is not in breach of these API Terms and Conditions and (ii) any and all information and records reasonably necessary to verify practices of API User related to access to and/or use of the API, Delivery.com Marks and the Information by or through API User.

INDEPENDENT CONTRACTOR STATUS

API User an independent contractor of Delivery.com, and  neither API User nor any of API User employees or agents, if any, shall be deemed to be an employee or agent of Delivery.com nor eligible for any of our benefits for any reason. API User shall not, and shall cause API User employees and agents, if any, not to, hold himself/herself/itself or themselves (as applicable) out as, nor claim to be, officers, employees or agents of Delivery.com, and shall ensure that neither API User, nor any or API User employees or agents make claims, demands or applications for any right, privilege or treatment applicable to any officer, director or employee of Delivery.com. API User agrees to take any and all steps necessary to preserve API User’s independent contractor relationship with Delivery.com and non-employment relationship between Delivery.com and API User and API User employees and agents, if any. API User acknowledges and agrees that Delivery.com is not a joint employer, dual-employer, co-employer or single employer of API User or API User employees or agents, if any.

CONFIDENTIALITY; NON-DISPARAGEMENT

You agree that the API, the Information and the list of merchant members, users and customers of Delivery.com are proprietary and confidential to Delivery.com and further agree to (and will cause his/her/its employees and agents, where applicable, to) (i) keep confidential, (ii) not disclose to any third parties, and (iii) not use for any purpose, whatsoever, except as expressly permitted in these API Terms and Conditions, such API and Information. Furthermore, during your API User relationship with us and for a period of one (1) additional year thereafter you agree not to make or participate in the making of any public comments or statements in any media (print, broadcast, electronic or otherwise) that are disparaging regarding Delivery.com, its managers or its senior executive officers, or are otherwise contrary to the interests of Delivery.com.

The use or disclosure of API or any Information in a manner inconsistent with these API Terms and Conditions may cause Delivery.com irreparable damage and Delivery.com shall be entitled to equitable and injunctive relief to prevent such threatened or actual unauthorized use or disclosure. Without limiting the foregoing and in addition thereto, in the event of any breach of these API Terms and Conditions, you agree to promptly disgorge any and all revenue earned by API User or any of API User affiliates arising from use, development, marketing, sale, implementation or exploitation of any portion of API or Information.

As an API User, you agree that, in addition to any other obligations that you may have under the Terms of Use and these API Terms and Conditions:

(A) during your API User relationship with us, not to (and to cause your employees and agents, where applicable, not to) take any action to harm, that harms, or that reasonably could be expected to harm, Delivery.com; and

(B) during your API User relationship with us and for ninety (90) days thereafter, not to, directly or indirectly (and not to enter into any contract, agreement or negotiation with any third party to) advertise, promote, market, provide a link to, display or describe including on the API User Applications any services that, in the reasonable judgment of Delivery.com, compete or may compete with the services provided by Delivery.com.

ELECTRONIC DOCUMENTS

We may, in our sole discretion, seek your consent to these API Terms and Conditions by means of an electronic signature by requesting you to affirmatively check the box indicating your acceptance to these API Terms and Conditions, affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.

By electronically indicating your agreement to these API Terms and Conditions, you acknowledge and agree: (i) that you and, where applicable, the company or organization on whose behalf we grant you access to the API intend to form a legally binding contract between you and Delivery.com; (ii) that you have read and agree to the terms and conditions of these API Terms and Conditions; (iii) that you agree and intend that these API Terms and Conditions to be the legal equivalent of signed, written contracts, and equally binding; (iv) that by electronically agreeing to these API Terms and Conditions, you acknowledge that you have received a copy of these API Terms and Conditions and Terms of Use by your viewing a web page containing a hyperlink to the web pages where these API Terms and Conditions and Terms of Use are displayed or otherwise; and (v) that if you are executing these API Terms and Conditions on behalf of others, you hereby certify that you are an authorized representative, duly authorized, including where applicable, by all required corporate action to act on behalf of such others and shall cause such others and their employees and agents to comply with these API Terms and Conditions and Terms of Use as if they were you hereunder.

Version Dated: November, 2016