Use by you (“Recipient”) of FoodMeUp’s application programming interfaces and any development tools, data, documentation or information made available through such application programming interface (“FoodMeUp API’s) is conditional upon recipient agreeing to the terms of this license agreement. The terms of this agreement shall apply to all updates, revisions and copies of the API.

PROCEED AT OWN RISK (!)

Recipient acknowledges that this Agreement gives FoodMeUp wide latitude to modify, suspend and/or terminate FoodMeUp’s access to the API and that such modifications, suspension and/or termination may diminish the value of Recipient’s application; require Recipient to expend additional resources and negatively impact Recipient’s customers. IN USING THE FOODMEUP API, RECIPIENT EXPRESSLY AGREES TO TAKE ON THIS RISK.

1.       DEFINITIONS

“App” refers to any software application of Recipient which interacts with the FoodMeUp API.

“Partner” refers to a company using FoodMeUp products and services.

“User” refers to a user of any Partner.

2.    LICENSED USES AND RESTRICTIONS

1.      License Grant.

The API is owned by FoodMeUp and licensed to Recipient on a worldwide, non-exclusive, non-sublicensable, non-transferable and revocable basis. Except as expressly granted herein, FoodMeUp does not grant any intellectual property rights or other proprietary rights in the API.

2.      Permitted Uses

Recipient may use the FoodMeUp API only to create applications which extend the functionality of FoodMeUp’s products and services. Any Partner using Recipient’s App to access FoodMeUp products and services must expressly consent to same through FoodMeUp’s interface. The following are examples of permitted commercial uses for Recipient Apps:

•         add-on modules and reporting tools;

•         marketing tools;

•         integrations relating to ecommerce services;

•         integrations relating to accounting services;

•         integrations relating to POS services;

•         integrations relating to the Recipients website;

•         any other integration.

3.      Prohibited Uses

Recipient may not, without FoodMeUp’s prior written approval, use the API for any application that:

•         permits multi-plexing of FoodMeUp’s products or services (i.e., use of a single license by multiple users);

•         aggregates, repurposes, or otherwise makes use of or discloses data to anyone other than the Partner, without Partner’s consent;

•         adversely impacts the stability of FoodMeUp’s system and servers or adversely impacts the behavior of other applications using the API;

•         damages FoodMeUp’s software or allows malware to affect Partner’s software;

•         uses any “black-hat” or deceptive or fraudulent methods including, but not limited to malware, adware, hidden text or links, doorway or cloaked pages, blog comment spamming, spyware, or parasiteware techniques;

•         stores or caches any Partner or User content other than for reasonable periods in order to provide the service connected to App and with Partner’s express consent;

•         circumvents any usage restrictions or content protection measures imposed with respect to user content;

•         weakens the security of payment card information of Partner Users or fails to adequately safeguard privacy or personally-identifiable information;

•         in any manner or for any purpose violates any law or regulation, or any rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;

The preceding list is intended to be illustrative and not exhaustive.

4.      Support

FoodMeUp will make available resources to assist Recipient in developing its App (collectively, "Support"). FoodMeUp may change, suspend, or discontinue any aspect of the FoodMeUp API or Support at any time, including the availability of either the FoodMeUp API or Support. FoodMeUp may also impose limits on certain features and services or restrict Recipient’s access to parts or all of the FoodMeUp APIs or the FoodMeUp website without notice or liability. Any modifications required to Recipient’s App shall be at Recipient’s own cost.

5.      Fees

Access to the FoodMeUp API shall be provided free of charge; FoodMeUp has the right to charge fees by providing at least 60 days’ advance notice to Recipient.

6.      Promotion

Recipient hereby grants to FoodMeUp a limited, worldwide, non-exclusive license to use, at FoodMeUp’s election, Recipient’s logos and trademarks solely to promote and describe the functionality of Recipient’s App.

3.  RECIPIENT RESPONSBILITIES

1.      Updating FoodMeUp

Recipient agrees to notify FoodMeUp upon progress of its integration and of its first use by a Partner. Recipient further agrees to promptly notify FoodMeUp of any security incidents, disruptions in delivery or other problems associated with Recipient’s App.

2.      Security Standards

Recipient’s networks, operating systems, web servers, routers and computer systems must be properly configured to industry standards so as to securely operate Recipient’s App and prevent any intrusion or unauthorized disclosure or loss of data. In the event of any breach of security involving the FoodMeUp API or Personal Data, Recipient must notify FoodMeUp immediately and work diligently to remedy such security breach as soon as practicable.

3.      Relationship with Partners

Recipient must include in its sales or user agreements provisions exempting FoodMeUp from

(i)                  all liability for any fault in or damages caused by the Recipient’s App; and

(ii)                 any responsibility to provide support services in connection with the App. Recipient’s agreement with Partner must contain means for Recipient to update its App to the most current version of the FoodMeUp API after any version has been deprecated.

4.      Confidentiality

Recipient shall not disclose any FoodMeUp Information to any third party without FoodMeUp’s prior written consent. “FoodMeUp Information” means all non-public FoodMeUp software, technology, programming, and specifications relating to the FoodMeUp API, and any other information identified by FoodMeUp as “confidential” or an equivalent designation. FoodMeUp Information does not include information that has been

(i)                  independently developed without access to FoodMeUp Information;

(ii)                 rightfully received by Recipient from a third party who has the lawful right to disclose such information; or

(iii)               required to be disclosed by law or by a governmental authority.

5.      Use of Personal Information

Recipient’s App must not make any Personal Data (as defined below) accessible to Recipient or any other person except for the Partner, unless Recipient clearly discloses in its App through a privacy policy or otherwise, how data is collected, used, stored, processed or transmitted to third parties. In any event, Recipient must not request access to more Personal Data than is needed for effective operation of Recipient’s App and must not retain Personal data for longer than is necessary. Recipient’s App must comply with privacy rules relating to Personal Data and assist Partners in this regard. Recipient’s privacy policy should adopt standards that are consistent with FoodMeUp’s privacy policy regarding storage and use of Personal Data, and Recipient must comply with its privacy policy and all privacy and applicable data protection laws at all times (in particular, any use of email addresses that our users have chosen to share must be in line with relevant anti-spam laws, such as CASL, the CAN-SPAM Act and the Privacy and E-Commerce Regulations).

For the purposes of these Agreement, "Personal Data" means data relating to an individual end-user or User, or that might be used to identify an individual user or User, including a user's username, email address, city and country, and any information or data from the user's profile such as their avatar or profile picture, website or social media URLs, followers and/or any comments or posted by that user

6.      Publicity/Trademarks

Recipient may not issue any public announcement regarding Recipient’s use of the FoodMeUp API which suggests, either directly or indirectly, a partnership with FoodMeUp or endorsement by FoodMeUp without first obtaining FoodMeUp’s prior written consent, which consent may be withheld in FoodMeUp’s sole discretion. FoodMeUp grants Recipient a limited, worldwide, non-exclusive, revocable license to use FoodMeUp’s logos and trademarks solely in connection with the use and promotion of FoodMeUp’s products and services. Recipient must not use the FoodMeUp name in any way that takes unfair advantage of FoodMeUp’s goodwill or reputation in its logo or trademarks.

4.             TERMINATION

1.      By Recipient

Recipient may terminate this Agreement at any time upon thirty (30) days’ written notice to FoodMeUp.

2.      By FoodMeUp

FoodMeUp may at any time terminate this Agreement or discontinue the FoodMeUp API, or any portion or feature thereof for any or no reason without liability to Recipient. Upon termination or notice of discontinuance, Recipient shall immediately stop and thereafter desist from using the FoodMeUp API and delete all related data within Recipient’s possession or control (including, without limitation, from Recipient’s servers). FoodMeUp may independently communicate with any Partner whose account is associated with Recipient’s App to provide notice of termination.

5.    WARRANTY DISCLAIMER

The FoodMeUp API is provided “as is” with no warranty, express or implied, of any kind and FoodMeUp expressly disclaims any and all warranties including but not limited to any implied warranty of Partnerability, fitness for a particular purpose, availability, security, title and non-infringement. Recipient’s use of the FoodMeUp API is at its discretion and risk, and recipient will be solely responsible for any damages that result from its use, including but not limited to loss of data or damage to computer systems.

6.             LIMITATION OF LIABILITY

FoodMeUp shall have no direct, consequential, special, indirect, exemplary, punitive, or other liability, whether in contract, tort or any other legal theory, under this agreement, even if advised of the possibility of such liability, and notwithstanding any failure of essential purpose of any limited remedy, in the event the foregoing is not enforceable, FoodMeUp’s total liability under this agreement is limited to one hundred euros (€100).

7.           INDEMNIFICATION

Recipient shall indemnify, defend and hold FoodMeUp, its agents, affiliates, officers, employees, consultants and licensors harmless from any claim, costs, losses, damages, liabilities, judgment and expenses (including reasonable attorneys’ fees and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are “Claims”) by a third party arising out of Recipient’s, or of any of Recipient’s agents or representatives, use of the FoodMeUp API in any manner that breaches this agreement or otherwise arising out of materials or technology contributed by Recipient. Recipient will assume control of the defense and settlement of any Claim subject to this indemnification (provided that, in such event, FoodMeUp may at any time thereafter elect to take over control of the defense and settlement of any such Claim). In no event will Recipient settle any such Claim without the prior written consent of FoodMeUp.

8.         GENERAL

This Agreement is non-exclusive. Recipient acknowledges that FoodMeUp may be developing or may develop products and services that may compete with Recipient’s App or any other products or services provided by Recipient.

FoodMeUp may audit or monitor Recipient’s App at any time or any activities relating to Recipient’s access to the FoodMeUp API. Recipient’s failure to comply with any request for documents, information or visit to Recipient’s facilities will constitute a material breach of this Agreement.

This Agreement is governed by the laws of France, except for conflict of laws principles. Any dispute arising out of or related to this Agreement must be brought exclusively in a court in Paris, France, and by accepting this Agreement, Recipient attorns to the jurisdiction of such court.

FoodMeUp may modify any of the terms and conditions contained in this Agreement at any time in its sole discretion by posting a change notice on its FoodMeUp’s website, emailing to the email address provided by Recipient or otherwise notifying Recipient. If any modification is not acceptable to recipient, recipient’s only recourse is to terminate this agreement. Recipient’s continued use of the FoodMeUp API, continued possession of a copy of non-public FoodMeUp API documentation and specifications, or continued development following posting of a change of notice or new agreement on FoodMeUp’s website will be deemed binding acceptance of the change.

The following sections will survive termination of the Agreement: Section 3 (Recipient’s Responsibility); Section 5 (Warranty Disclaimer), Section 6 (Limitation of Liability), Section 7 (Indemnification), and Section 8 (General).

9.  Entire Agreement

This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.