Distribution Service Agreement

Zaui IO API Distribution Service Agreement

The Zaui IO Application Programming Interface (the “API”) is owned and operated by Zaui Software. If you use the Zaui Software IO API, you will be able to access data from any partner Supplier within the Zaui system. Listed below are the terms and conditions of use (the “Terms”) for this API. By using, accessing and/or viewing information on the API, you agree to be bound by these Terms. If you violate these Terms, Zaui Software has the right to terminate your use of the API and/or take appropriate legal actions against you. We reserve the right to change these Terms at any time without notice.

ACCEPTANCE OF TERMS. In order to use the API you must agree to these Terms. You represent that you have the full power, capacity and authority to accept these Terms. If you are accepting on behalf of a business entity, you represent that you have the full legal authority to bind the business entity to these Terms. These terms are in addition to the standard Zaui Software Terms of Service.

PERMITTED USE. You may access, view and make copies of the data in the API for your personal or commercial use. Due to the special features of API, by accessing and viewing information from API you agree to be bound by these special terms:

  1. you will not modify the data from API in any way;
  2. you will not modify the link structure to API;

Subject to these Terms, Zaui Software gives you a personal, worldwide, non-assignable and non-exclusive license to the API.

RESTRICTIONS. You may not:

  1. display the API in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Zaui or that can be reasonably interpret to suggest content represents the views or opinions of Zaui.
  2. use the API to disparage Zaui or its products, partners or product suppliers.
  3. use the API on your website if the website promotes illegal activity, contains pornography, gambling, or the sale of tobacco or alcohol to individuals under the age of legal consumption.
  4. delete or alter any trade names, trademarks, service marks, logos, domain names or other distinctive brand features of Zaui that are included in the API in applications or programs that you create.
  5. reverse engineer, decompile or otherwise attempt to extract the source code of the API or any part thereof, unless this is expressly permitted or required by applicable law.
  6. access, tamper with, or use non-public areas of the Services, Zaui computer systems, or the technical delivery systems of Zaui providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
  7. access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Zaui, unless you have been specifically allowed to do so in a separate agreement with Zaui.
  8. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information.
  9. interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

RATE LIMITS AND MONITORING. Your use of the Zaui IO API and Zaui Content are subject to certain limitations on access, calls, and use as determined by Zaui, at its sole discretion. If Zaui believes that you have attempted to exceed or circumvent these limitations, your ability to use the Zaui IO API and ZContent may be temporarily or permanently blocked. Zaui may monitor your use of the Zaui API to improve the Zaui service and to ensure your compliance with these Terms.

OWNERSHIP/TRADEMARKS. You do not acquire or have any ownership, license or other proprietary interest in the API. You understand that the API is protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws.

PRIVACY POLICY. The use of personal information is governed by our Privacy Policy and the Zaui Terms of Service.

LIMITATION OF LIABILITY. Zaui assumes no responsibility for, and shall not be liable for, any damages or expenses you may incur as a result of any inaccuracy, incompleteness or obsolescence of anything contained in the API. THE SERVICES OF THE API ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER. Without limiting the generality of the forgoing, you agree that neither Zaui nor any of its affiliates, employees or agents will be liable to you or to any other party for any direct or indirect damages, or for any special, exemplary, punitive, incidental, consequential or other damages (including, but not limited to, lost profits or lost time), whether based on contract, tort, strict liability or otherwise, which arise out of or are in any way connected with any access to the API or any viewing or use of any information on the API. You acknowledge that the limitations in this Section are reasonable and appropriate. Zaui DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE DATA IN THE API, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE ARISING BY LAW OR STATUTE. YOU AGREE THAT YOUR USE OF, OR RELIANCE UPON, ALL DATA OBTAINED THROUGH THE API IS AT YOUR OWN DISCRETION AND RISK.

UNAUTHORIZED USE/NO INTERFERENCE. You agree that you will not use or attempt to use any method, device, software or routine to harm others or interfere with functioning of the API or use and/or monitor any information in or related to the API for any unauthorized purpose.

By using the API in applications or programs you create, you agree to be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm (including but not limited to harm caused by spyware, malware, worms, Trojan horses and viruses) resulting from such application or program.

INDEMNIFICATION. You agree to indemnify and to hold Zaui, its subsidiaries, affiliates, business partners, officers, employers and other agents, harmless from and against any loss, liability, damage or expense (including reasonable attorneys fees) arising out of your use of the API, including, without limitation, any violations by you of these Terms.

TERMINATION. Without limiting its other remedies, Zaui may immediately discontinue, suspend, terminate or block your and any user’s use of the API at any time in its sole discretion. You may terminate this agreement by ceasing to use the API or any product incorporating it.

Zaui may in its sole discretion choose to upgrade the current version of the API at any time without notice to you, which may make the version of the API that you are using obsolete.

ACCURACY OF INFORMATION. ALL INFORMATION IN THE API IS PROVIDED TO YOU ON AN “AS-IS” BASIS. ZAUI SOFTWARE DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY INFORMATION IN THE API, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE ARISING BY LAW OR STATUTE.

TRANSMISSION FAILURES. Zaui will use commercially reasonable efforts to publish and transmit the API on a continuous and timely basis. Zaui is not, however, responsible for any failure or malfunction in communications; for any failure or refusal of any third party transmission intermediaries to transmit any API; or for the failure to transmit any API resulting from any natural disasters, wars, labor strike or other events beyond the control of Zaui.

LIMITATION OF LIABILITY. You acknowledge that, Zaui cannot and does not assume any responsibility for, and shall not be liable for, any damages or expenses you may incur as a result of any inaccuracy, incompleteness or obsolescence of any information contained in the API. You agree that Zaui will not be liable to you or to any other party for any direct or indirect damages, or for any special, exemplary, punitive, incidental, consequential or other damages (including, but not limited to, lost profits or lost time), whether based on contract, tort, strict liability or otherwise, which arise out of or are in any way connected with any access to the API or any contractual or other dealings or relationships you may have with third parties based upon any information included in the Zaui.

GOVERNING LAW/JURISDICTION. These terms and conditions and your access to and use of information from the API are governed by the laws of the Province of British Columbia. In the event of any dispute regarding the interpretation or compliance with these terms and conditions, you consent to the exclusive jurisdiction of the Provincial and Federal courts located in British Columbia.

ENTIRE AGREEMENT. These terms and conditions of use for this API constitute the entire agreement between you and Zaui regarding your access to the API and your reproduction and use of any information in the API. Any waiver of any term or condition shall not be effective unless in a written document signed by an authorized representative of Zaui.