Cloudscene Global API Terms
Last updated: 11 March 2021
These terms and conditions (the “API Terms”) describe and govern the rights and obligations of Cloudscene Pty Ltd (“Cloudscene”, “we”, “us” or “our”) and the company or legal entity represented by you (“you” or “your”) regarding your sharing of data with us and the associated application programming interface (“API”) between Cloudscene and you (together “the parties”). These API Terms are in place to enable our partners to integrate their data and information with Cloudscene’s online platforms through each party’s API.
Any party or entity who gives Cloudscene access to its data through its API is deemed to agree to be bound by these API Terms, unless otherwise agreed in writing by Cloudscene. An authorised representative may also accept to be bound by these API Terms on your behalf. If an individual is confirming acceptance of these API Terms as an authorised representative of a company or legal entity they represent, that authorised representative represents and warrants to us they have been duly authorised to accept these API Terms on behalf of that company or legal entity.
Cloudscene may make changes to these API Terms from time to time. By continuing to share your data with us through the API, you will be deemed to have agreed to these API Terms as updated on this website, provided that we agree to give notice to you of any material change to the API Terms prior to any deemed acceptance.
Capitalised words not otherwise defined in these API Terms are defined at the end of this document.
Licence and consent to publish Data
By agreeing to these API Terms, you agree and consent to us publishing your pricing, product, location or other business data which you make available to us through your API from time to time (the “Data”) on our Website and the Platform.
You grant to us a non-exclusive, royalty-free licence to cache, display, store, access, use and publish the Data in accordance with these API Terms, for the purpose of making available the Data to our end users, integrating the Data with the Website, Platform and other Cloudscene products and for any other purpose as agreed by you from time to time (the “Approved Purpose”).
By granting us this licence, you agree and consent to Cloudscene accessing and collecting data from your online applications, websites and through your APIs (including accessing, collecting or ‘scraping’ Data by automated means).
You agree and acknowledge we will display the Data on our Website and on the Platform entirely at our own discretion. We can remove all or part of the Data from our Website and Platform at any time and for any reason, without providing notice, or incurring any liability, to you.
In connecting your API to Cloudscene’s systems and agreeing to share Data with Cloudscene in accordance with these API Terms, you agree to:
(a) comply with any applicable published policy of Cloudscene and any other reasonable technical specifications or requirements of Cloudscene;
(b) ensure that the Data is not offensive, profane, obscene, libelous, misleading or deceptive in any way; ensure that no aspect of the Data is in any way designed to or utilised for the purpose of spamming end users;
(c) and ensure the Data, and the use and publication of the Data by Cloudscene pursuant to these API Terms, does not violate any applicable law (including privacy laws) or third party rights.
You must provide us with access to Data and to your API in a safe, lawful and secure manner, and you must maintain your systems and applications in order to allow us to receive the Data through your API in a continuous and stable form.
We agree not to modify or alter any Data without your prior written consent, except for non-material or minor modifications to the display, arrangement or form of the Data to allow it to be presented on our Website and Platform. We will publish and display Data, and otherwise store and deal with the Data, in compliance with all applicable laws.
We agree not to sublicense the Data or otherwise use the Data in a manner inconsistent with the Approved Purpose.
We will use reasonable endeavours to ensure that the Licensed Data is not reverse engineered, reverse decompiled or disassembled by any third party or end user (except as permitted by law), including by implementing reasonable security measures and rate limiting on the Platform.
Systems and API security
The security and protection of our Platform and Website is of utmost importance to us. You must maintain the security of your API, systems and applications at all times so that they do not violate Cloudscene’s security policies and otherwise function in a manner that will not detrimentally impact or affect the functioning of our API, systems or applications.
You agree to comply with any reasonable request from us in regard to the operation of your API, applications or systems, as notified to you from time to time.
Without limiting the above, in connecting to the other party’s API, systems or applications or sharing or receiving Data from the other party, each party must ensure that their respective API, applications and systems do not:
(a) interfere with or disrupt the Platform, Website or the other party’s services, servers or networks; and
(b) transmit any viruses, worms, defects, trojan horses or any other items or codes of a destructive nature to any end users.
Each party agrees to use reasonable endeavours to maintain their systems and applications to support the interface and interoperability of their respective APIs and the sharing of the Data as contemplated by these API Terms.
You acknowledge and agree that we may modify our API, or may transition to a new API at any time, but will use reasonable endeavours to maintain compatibility with any existing connection to your APIs, where reasonably practicable.
Representations and warranties
You represent and warrant to us that you have all necessary authority to enter into, perform and fulfil the obligations imposed on you under these API Terms.
You represent and warrant to us that all Data shared with us pursuant to these API Terms will not, in any way:
(a) breach any applicable laws, regulations, standards or codes;
(b) breach or infringe the Intellectual Property Rights of any third party; or
(c) be misleading or deceptive or likely to mislead or deceive.
You represent and warrant that, to the extent the Data contains any Personal Information, it has been collected and processed, and it can be disclosed to us and used in accordance with these API Terms, without breaching any applicable privacy laws.
Liability and indemnity
To the extent permitted by law, Cloudscene will not be liable to you for any damages of any kind (under the law of contract, tort, equity or otherwise) arising out of or in connection with these API Terms, that are indirect or consequential in nature, including any interruption to business, loss of revenue, loss of sale, loss of profits, loss of business or any other economic loss or any loss of goodwill.
You acknowledge and agree that you remain responsible for the Data and, accordingly, you agree to indemnify Cloudscene for any loss, damages or claims arising directly or indirectly from any breach of these API Terms by you, any negligent act or omission by you or your personnel, or from Cloudscene’s use, access to or publication of the Data.
In these API Terms, indemnities and exclusions of liability in favor of Cloudscene are to be construed as indemnities and exclusions in favour of each of Cloudscene’s related entities.
Intellectual property and ownership of Licensed Data
All Intellectual Property Rights subsisting in the Data are and remain your property and under your control. We do not acquire any right, title or interest in the Intellectual Property Rights subsisting in the Data, except as pursuant to the express licence granted by you under these API Terms.
You acknowledge and agree that all risk in the Data remains with you. Under no circumstance will we be in any way responsible for any liability arising in connection with the content of the Data.
(a) The parties acknowledge and agree that:each party’s Intellectual Property Rights existing prior to entry into these API Terms remain the property of the party who owns it; and
(b) any Intellectual Property Rights created by either party relating to these API Terms remain the property of the party who creates it.
These API Terms take effect and commence on the earlier to occur of:
(a) the authorised representative accepting them on your behalf; or
(b) you providing us with access to the Data through your API.
These API Terms continue to apply unless terminated in writing by the parties or otherwise in accordance with these API Terms.
You may terminate these API Terms at any time by giving us notice and ceasing to provide us with access to your API and Data.
These API Terms will immediately terminate as between the parties, and Cloudscene will be entitled to immediately terminate its integration with your API and cease its display and publication of the Data, if:
(i) you breach these API Terms;
(iii) if Cloudscene determines that continuing with these API Terms with you impacts the secure and lawful operation of its Website or Platform in any way.
If these API Terms are terminated as between the parties, the parties will have no further liability to each other, other than any rights which accrued prior to termination of the API Terms. Following termination, the parties agree to use reasonable endeavours to provide any reasonable assistance requested in order to discontinue the connection of their APIs and to cease display of the Data by Cloudscene.
On termination of these API Terms with you, we will use reasonable endeavours to delete or destroy any of your Data still held by us, except as required by law or for Data which is automatically stored by our bona-fide computer back-up systems, processes or software.
If for any reason in the performance of these API Terms either party obtains any Personal Information, that party must comply with all applicable laws with respect to such Personal Information and not disclose any Personal Information to any third party without the prior written consent of the other party (except as permitted below) and protect all such Personal Information from any unauthorised disclosure.
Any notice or communication given by one party to another in connection with these API Terms must be in writing. In addition to any other lawful method of service, notices may be sent by email by us to the email address of your authorised representative who accepted these terms.
Except as expressly specified in these API Terms, these API Terms are the entire agreement and understanding between the parties on everything connected with its subject matter and supersedes any prior agreement or understanding on anything connected with that subject matter.
An amendment or variation to these API Terms is not effective unless it is either (i) updated by Cloudscene and notified to you in writing; or (ii) in writing and executed by Cloudscene.
If anything in these API Terms is unenforceable, illegal or void then it is severed, and the rest of these API Terms remain in force. If anything in these API Terms is unenforceable, illegal or void in one jurisdiction but not in another jurisdiction, it is severed only in respect of the operation of these API Terms in the jurisdiction where it is unenforceable, illegal or void.
The law of Queensland, Australia governs these API Terms.
Neither party may assign these API Terms without the prior written consent of the other party.
These API Terms are intended to operate for the benefit of Cloudscene, its related entities, and their respective directors, officers, employees, agents and contractors.
Definitions and interpretation
In these API Terms, the following rules of interpretation apply unless the context requires otherwise:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;
(e) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
(f) a reference to dollars and $ is a reference to Australian Dollars; and
(g) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions.
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