Whispir Limited (ACN 097 654 656) (Whispir) grants you (Customer) access to the Whispir Application Programming Interface service, as hosted by Whispir's third party providers (API). The API allows Customer's eligible software programs to interface with Whispir platforms and functionality.
If Customer does not agree to this Agreement then Customer has no right to access or use of the API. If Customer accepts or agrees to this Agreement on behalf of a company or other legal entity, Customer represents and warrants that Customer has the authority to bind the company or other legal entity to this Agreement and, in such event "Customer" will refer to and apply to that company or legal entity.
Whispir may change the terms of the Agreement from time to time and Whispir will publish the most-up-to-date terms on its website at developer.whispir.com If Customer continues to use the API after a change has been published in this way, Customer will be deemed to have agreed to the change. Accordingly Whispir recommends that Customer regularly checks for changes to this Agreement.
1. API License
1.1 Subject to this Agreement, Whispir grants Customer a non-exclusive, non-transferable license for the License Period (see clause 6.1) to use the API for its own internal business purposes.
1.2 Customer shall have no right to access and use the API for any purpose other than in accordance this Agreement.
1.3 No licenses or rights are granted to Customer by implication or otherwise under any intellectual property rights owned or controlled by Whispir or its licensors, except for the licenses and rights expressly granted in this Agreement.
1.4 The copy of each API is licensed not sold to Customer. Customer agrees that Whispir and its licensors own all right, title and interest in and to the API, including the Whispir IP (see clause 2), and that Whispir retains ownership of all copies of the API even after installation on Customer's computer, mobile device or other electronic equipment capable of running the API.
1.5 No licenses or rights are granted to Customer by implication or otherwise under any intellectual property rights owned or controlled by Whispir or its licensors, except for the licenses and rights expressly granted in this Agreement.
1.6 Customer agrees that if, in the course of using the API, it is necessary for Whispir to access Customer's equipment, or use Customer's technology, then Customer grants a limited, non-exclusive, internal, and royalty free license, solely during the Licensed Period and solely for the purposes of delivering the API to Customer.
2. Confidential Information and Intellectual Property
2.1 All information of a confidential nature disclosed by Whispir to Customer either under this Agreement or in accessing or using the API, will remain confidential and must not be disclosed by Customer (or by Customer's employee's, officers, advisors or contractors) to any third party. For the avoidance of doubt, all the information contained in the API is confidential to Whispir and its licensors.
2.2 The name "Whispir" and the Whispir logo are trademarks, service marks, registered trademark, copyrights or other intellectual property of Whispir and its affiliates (Whispir IP). The name "Mashery" and the Mashery logo is the interllectual property of Mashery Inc. A ll other trademarks are the property of their respective owners . Whispir owns all of the Whispir IP under this Agreement. Customer may not use or display any Whispir IP during the course of Customer's use of, or in connection with the access or use of the API without Whispir's prior written consent.
3. Customer Warranties and General prohibitions
3.1 Customer warrants that it will not:
(a) circumvent (or attempt to circumvent) any technical limitations Whispir implements in order to protect the integrity of the API; and
(b) interfere with any or violate any security measures implemented by Whispir to the API.
3.2 Customer must not re-supply the API to any person as part of any augmented or enhanced listing that Customer has created on a fee-for-service basis.
3.3 Customer agrees that is must not (and must not cause or allow another person to):
(a) robotically or otherwise automatically harvest information from the Whispir site;
(b) except as permitted under this Agreement, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code, trade secrets or know-how in or underlying any software, technology or other confidential information of Whispir and its licensors;
(c) use the API to transit viruses, worms, Trojan horses and other items of a destructive nature to cause damage to any equipment or software;
(d) use the API in a way that:
(i) is defamatory;
(ii) is obscene or otherwise likely to be offensive to reasonable adults;
(iii) promotes, incites or instructs in matters of crime;
(iv) breaches any applicable laws, regulations, rules or policies;
(v) breaches or incites or encourages breaches of any applicable laws, regulations, rules or policies;
(vi) is false, misleading or deceptive or likely to mislead or deceive; or
(vii) in any way prejudices Whispir's reputation or brand in Whispir's reasonable opinion.
3.4 In addition to Customer's other obligation under this Agreement, where the API is hosted on a third party site (Host Provider), the Customer:
(a) must not violate any applicable law, regulation, or cause a breach of any agreement with any third party or unreasonably interfere with use of the services offered by the Host Provider to third parties;
(b) shall be responsible for any errors, disruptions or losses arising from its decision to modify or disable the Host Provider's default protocols, configurations or security parameters; and
(c) must not perform system load or stress tests or security scans against the Host Provider's website without obtaining express written approval from and coordination with Whispir prior to each instance that such a test or scan is to be conducted
4. Limitation of Liability and Indemnity
4.1 The API is provided on an "as is" basis and Whispir makes no representations about the accuracy, completeness, currency or suitability of the API.
4.2 While Whispir will use its best efforts to make the API available at all times (subject to standard maintenance), Whispir makes no representation that the API will be available on a continuous basis or will be error or fault free.
4.3 To the full extent permitted by law, Whispir will not be liable for any loss, claims, expense, damages, costs (including legal costs) or expenses arising out of the use or inability to use the API whether direct or indirect (including as loss of profits, loss of opportunity and loss of data) incurred by Customer or third parties (such as Customer's end users) due to Customers use of the API. Where Whispir's liability cannot be lawfully excluded, Whispir limits its liability to the resupply of the API or the cost of resupplying the API.
4.4 Customers agrees to indemnify Whispir and its affiliates against all claims, loss, liability and damage suffered or incurred in any way connected with Customer's use of the API.
5.2 Customer agrees to only process, use or disclose personal information (as defined in the Privacy Act 1988 (Cth)) collected in the course of using the API as required for Customer's primary purpose of using the API, and Customer agrees to take all reasonable steps to prevent the misuse or loss of and unauthorised use, modification, disclosure of and access to personal information.
6.1 This Agreement commences on the date that Customer starts to use the API and will continue until termination in accordance with these terms (Licensed Period)
6.2 Whispir may terminate or suspend this Agreement and/or Customer's access to the API at any time and for any reason.
6.3 If the Agreement is terminated, Customer must immediately:
(a) stop accessing or attempting to access the API and the Data; and
(b) stop using the API and Whispir IP. and
(c) where practicable, permanently destroy all copies of the API in Customer's possession or control.
6.4 If the Agreement is terminated, the parties are released from the obligation to perform the terms of the Agreement, except those terms that expressly or by their nature, survive termination. Each party retains the rights and claims it has against the other party for any past breach of the Agreement.
7. General Provisions and Interpretation
7.1 This Agreement is governed by the laws of Victoria, Australia and Customer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and waives any claim or objection based on absence of jurisdiction or inconvenient forum.
7.2 Customer must, at its own expense, do or arrange for others to do, everything reasonably necessary to give effect to this Agreement.
7.3 Whispir will not be liable for any delay or failure to perform any of its obligations under this Agreement if such delay or failure is due to a force majeure event.
7.4 If a provision of the Agreement is invalid or unenforceable, it will be read down or severed to the extent of the invalidity and unenforceability.
7.5 Whispir may freely assign this Agreement and the rights grants hereunder without restrictions. Customer will not assign, novate or otherwise transfer any rights granted to Customer or any of its duties hereunder without the prior written consent of Whispir. Any attempt to do so is void and of no effect.
7.6 In the event that any provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
7.7 The failure of Whispir to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
7.8 This Agreement is the entire agreement of the parties and supersedes all other representations, negotiations, arrangements, communications, understandings or agreements, whether written or oral in relation to its subject matter.
7.9 Nothing in this Agreement shall constitute a partnership or joint venture between Customer and Whispir.
7.10 The headings are for convenience only and do not affect the interpretation of this Agreement.
7.11 The words "including" or "includes" means "including, but not limited to", or "includes, without limitation" respectively.
7.12 The rights, remedies and powers of the parties under the Agreement are cumulative and do not exclude any other rights, remedies and powers.
7.13 If you have any questions about this Agreement please contact Whispir at firstname.lastname@example.org