API Licence Agreement
Staff Central Australia (ACN 678 058 663) (Provider) has developed the Staff Central Platform (Platform). You wish to integrate your own software (Your Application) with the Platform through the Provider’s application programming interface (API). The Provider has agreed to licence the use of the API to you subject to the terms of this API Licence Agreement (Agreement).
1. Term
1.1 This Agreement commences on the date on which the last party signs the Agreement and continues for a period of 12 months (Term), unless terminated earlier by a party in accordance with this Agreement.
1.2 At the end of the Term, this Agreement will automatically renew for further periods of 12 month terms unless either party notifies the other party, no less than 30 days prior to the end of the then current term, that they do not wish to renew (Renewal Terms)
2. Acceptable Use of the API
2.1 Subject to your compliance with the terms of this Agreement, the Provider grants you a non-exclusive, non-transferable, revocable licence to access and use the API during the Term for the sole purpose of integrating Your Application with the Platform in accordance with the API Documentation (API Licence).
2.2 You must use the API in compliance with all applicable laws, regulations, and third-party rights, including but not limited to privacy laws, Intellectual Property Rights, and data protection laws.
2.3 In using the API, you must not:
(a) use the API for any purpose other than the purpose described in clause 1 (Approved Purpose)
(b) engage in any activity that disrupts or interferes with the operation or performance of the API, including but not limited to denial-of-service attacks, excessive API requests, or attempts to circumvent security measures;
(c) distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software, or the Platform;
(d) seek to modify the API in any way without the Provider’s prior written consent;
(e) use any data mine, scrape, crawl, email harvest or any other process that sends automated queries, or API calls that may create a risk to the stability, integrity or availability of the Platform or the ability of other person to use the API or the Platform, or that otherwise is beyond reasonable and acceptable use;
(f) decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the API or the Platform;
(g) collect or store data about other users of the API; or
(h) engage in any other conduct that is improper or brings the Provider, the API or the Platform into disrepute.
3. Usage Limits
3.1 You acknowledge that the Provider may impose:
(a) rate limits on your API usage to ensure fair access for all users (Rate Limits); and
(b) volume limits on your API usage to prevent abuse or excessive usage that may impact the availability or performance of the API for other users (Volume Limits).
3.2 You must not exceed any Rate Limits or Volume Limits imposed on you without prior authorization from the Provider.
4. Monitoring and Enforcement
4.1 The Provider may monitor your API usage to ensure compliance with this Agreement, to identify any misuse or abuse of the API, and to resolve any security issues.
4.2 In the event of an actual or likely violation of this Agreement, the Provider may take appropriate enforcement actions, including but not limited to limiting or suspending your access to the API, terminating your accounts, or pursuing legal remedies as necessary.
4.3 You must take your own precautions to ensure that the processes which you employ for accessing the API do not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer systems.
4.4 Your access to the API may be affected by the Provider’s network or equipment capacity, connection availability, scheduled or unscheduled downtime of the Platform or the API for maintenance or development purposes, due to interruptions which generally affect the internet.
5. Fees
5.1 Fees as negotiated pursuant to a separate API agreement
6. Data
6.1 By uploading any information, data, or other content (Data) to the Platform or using the API to transmit any Data, you:
(a) grant the Provider a non-exclusive, worldwide, royalty-free, perpetual licence (including a right of sub-licence) to use, publish, display, copy and modify the Data in any form or on any medium for the purpose of providing you with the API, operating the Platform and otherwise exercising the Provider’s rights and obligations under this Agreement; and
(b) warrant that you have the right to grant such licence.
6.2 You must not upload any Data to the Platform or otherwise use the API to transmit any Data that:
(a) infringes or misappropriates the Intellectual Property Rights or other rights of another person;
(b) is defamatory, offensive, abusive, profane or otherwise unlawful;
(c) creates a privacy or security risk to any person, including by soliciting personal information from any person;
(d) is false, misleading or deceptive;
(e) contains financial, legal, medical or other professional advice;
(f) would reflect negatively on the Provider or the Platform; or
(g) tampers with, hinders the operation of, or makes unauthorised modifications to the API or the Platform; or
6.3 The Provider may, upon providing notice to you, review, modify or remove any of the Data from the Platform in its absolute discretion where the Provider reasonably believes such Data violates this Agreement.
7. Limitation of liability and warranty
7.1 You are responsible and liable for:
(a) all use of the API resulting from access provided by you, including in relation to your Personnel; and
(b) all use of Your Application.
7.2 Any act or omission by your Personnel that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you.
7.3 If you are aware of or suspect any misuse or unauthorised access of the API or the Platform, you must report this to the Provider immediately and include detailed information about the nature of the violation and any supporting evidence.
7.4 To the maximum extent permitted by law, the Provider shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, suffered or incurred by you or any third party in connection with your use of the API or the Platform.
7.5 The Provider endeavours to provide a convenient and functional API, but does not warrant or represent that:
(a) the Platform will meet your requirements or expectations;
(b) the Platform will remain available, uninterrupted, timely, or error free; or
(c) any errors or defects on the Platform will be corrected.
7.6 The Provider is not responsible for any loss, corruption or interception of data sent to or from the API which occurs outside of the Platform.
7.7 Nothing in these terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
7.8 If any guarantee, term, condition or warranty is implied in this Agreement under the Australian Consumer Law or any other applicable legislation (Non-Excludable Provision) the Provider’s liability in relation to a breach of a Non-Excludable Provision is limited to an amount equal to the Fees paid by you in the 12 month period preceding the date on which any such breach arises.
7.9 Notwithstanding any other provision of this Agreement to the contrary, neither party shall be liable for Consequential Loss.
7.10 You will indemnify the Provider and its directors, officers, employees and contractors from and against any claim, loss, expense or liability suffered or incurred by the Provider, arising out of or in connection with:
(a) your use of the API other than in accordance with this Agreement; or
(b) your violation of any applicable law or any rights of a third party.
8. Intellectual Property
8.1 You acknowledge and agree that the provider owns all the Intellectual Property Rights in the API and the Platform and this Agreement does not transfer or assign ownership of any Intellectual Property Rights in the API or the Platform to you or any other person.
8.2 You must not reproduce, copy, distribute, modify, sell, rent, lease, license, sublicense, reverse engineer, decompile, or transfer any part of the API or the Platform.
8.3 You indemnify the Provider for any loss, cost, damage, claim, or expense suffered or incurred by the Provider in relation to your breach of the API Licence.
8.4 You own and retain all the Intellectual Property Rights in Your Application, and this Agreement does not transfer or assign ownership of any Intellectual Property Rights in Your Application to the Provider.
9. Confidentiality and Privacy
9.1 Each party agrees to keep the other party’s Confidential Information secret and not use or disclose it to any person without the written consent of the other party, except to the extent necessary to:
(a) perform its obligations under this Agreement;
(b) obtain professional advice in relation to this Agreement; or
(c) comply with disclosure obligations required by law or any applicable securities exchange, provided that the other party is given reasonable notice of the required disclosure where, in circumstances where disclosure is required to be made to a securities exchange, such disclosure will likely cause detriment to the other party’s interests.
9.2 Each party must comply with Privacy Laws including without limitation, by obtaining all required consents and making all the required disclosures and notifications to ensure that each party has the right to use, collect, provide and disclose to the other party any Personal Information.
10. Suspension and Termination
10.1 The Provider may immediately terminate or suspend your access to the API with immediate effect if:
(a) you have breached a term of this Agreement, or have used the API for a purpose other than the Approved Purpose;
(b) you fail to pay the Fees in accordance with the payment terms of an invoice;
(c) it is reasonably necessary to do so to protect the security and/or integrity of the Platform or the API or Our Data, including for any emergency maintenance or if there are interoperability, data protection or other operational or technical reasons for doing so; or
(d) required to comply with applicable laws.
10.2 Either party may terminate this Agreement by providing notice to the other party of no less than 30 days.
10.3 Upon termination of this Agreement for any reason, all rights and licences granted under this Agreement, including the API Licence will also terminate. You must immediately cease using and accessing the API, and permanently delete all Data which you have stored in the course of accessing or using the API.
11. General
11.1 Entire Agreement: The terms of this Agreement contain the entire agreement between the parties, and supersede and replace any prior representations, negotiations, or agreements, in respect of that subject matter.
11.2 Variation: The Provider may update the terms of this Agreement at any time, which will be effective upon no less than 30 days’ notice to you.
11.3 Dispute: A party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the parties cannot agree how to resolve the Dispute at that initial meeting, the parties must appoint an independent third party mediator. The mediator will decide the time, place and rules for mediation. The parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the parties. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
11.4 Assignment: You must not assign, transfer, or novate your rights or obligations under this Agreement.
11.5 Force Majeure: A party’s obligations are suspended during the time and to the extent that it is affected by a Force Majeure Event, save for the obligation to pay. If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by written notice.
11.6 Governing Law: This Agreement is governed by and is to be construed in accordance with the laws of Australia, Victoria and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.
11.7 Severability: If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force. If anything in this Agreement is unenforceable, illegal or void in one jurisdiction but not in another jurisdiction, it is severed only in respect of the operation of this Agreement in the jurisdiction where it is unenforceable, illegal or void.
11.8 Survival: Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.
12. Definitions
API Documentation means a reference manual regarding the information for working with the API as provided by Provider.
Consequential Loss means in respect of a breach of this Agreement (including a breach of any warranty or indemnity) or event, fact, matter or circumstance giving rise to a claim:
a) any Cost suffered by a party that cannot reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance;
b) any and all consequential, special, indirect, exemplary or punitive Cost in relation to that breach or event, fact, matter or circumstance, even if such Cost could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance; and
c) any and all loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of a third- party contract, and loss of savings, even if such loss could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance, whether arising in contract, tort (including negligence) or equity or under statute.
Costs means all expenses, claims, demands, loss, or other detriment, including legal costs on an indemnity basis.
Confidential Information means the terms of this Agreement and all information of a confidential or sensitive nature, whether in writing or otherwise of or concerning a party to this Agreement or its Personnel, Related Entities, business activities, data and financial information. Confidential Information will not include any information that is in the public domain or is intended to come into the public domain through the performance of this Agreement (other than through breach of this Agreement).
Force Majeure Event means any act, matter or circumstance that is beyond the reasonable control of a party, including but not limited to acts of God, invasion, riot, civil commotion, strike, lock-out, labour, disturbance, revolution, conspiracy, civil war, fire, epidemic, pandemic, trade restrictions, restrictions or restraint by any Government or other authority, or regulations imposed by any Government.
Intellectual Property Rights means all present and future rights, whether registered or unregistered or recorded or unrecorded, in or in relation to any copyright; design, patent, trademark, semiconductor, or circuit layout rights (whether or not continued, registered, abandoned or withdrawn); trade, business, company or domain name; and know-how, inventions, processes, confidential information (whether in writing or recorded in any form), database rights or software, and any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields.
Personal Information means personal information as defined in the Privacy Act 1988 (Cth).
Personnel means employees, directors, officers, contractors or agents.
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