API Policy
By accepting these License Agreement Terms of Use (“License Agreement”) you and your controlled
affiliates, where applicable, agree to enter into a legally binding agreement (“Agreement”) with
Innovations Private Limited and its affiliates (collectively, “Global & Scoopy”) regarding use of
Global & Scoopy 's Licensed Content, Marks (each as defined below) and application programming interface
(“API”). The following terms shall govern your use of API and relationship with Global & Scoopy.
- Account Creation
You must create an account in order to use Global & Scoopy’s Licensed Content, Marks and API. To create an
account, you will be asked to provide certain basic information. This information may include your name,
address, company/organization, telephone number and email address. Such information will be held and
used by Global & Scoopy in accordance with Global & Scoopy’s privacy policy, which governs the use of any
personal information provided by you to Global & Scoopy.
- Purpose
This License Agreement governs your use of Licensed Content and Marks, API licensed to you pursuant to
the terms hereto, and any accompanying or related documentation, source code, executable applications
and other materials Global & Scoopy determines to provide to you in the development or operation of your
website and / or mobile application (“Developer Platform”).
- Grant of License
- License to Content: Subject to the terms and
conditions of this License Agreement and the License Content Usage Guidelines, Global & Scoopy hereby
grants you a non-transferable, non-exclusive, revocable, non-sublicensable, royalty-free right and
license to (i) use, perform and display (publicly or otherwise) the Licensed Content in your
applications (the “Developer Application”) on the Developer Platform, and (ii) allow users of the
Developer Platform (“Users”) to access the Licensed Content using the Developer Applications on the
Developer Platform.
- Licensed Content: Licensed Content shall
include such restaurant information as may be provided by Global & Scoopy at its sole discretion from
time to time. The Licensed Content shall be shared with you on a real time basis and you will be
permitted to make a maximum of thousand (1000) calls to the API per day to access the Licensed
Content. Global & Scoopy hereby reserves the right to modify, change, or delete any of the Licensed
Content and API, including but not limited to alter, modify, change or delete the terms of this
License Agreement, from time to time, at its sole discretion. Further, any modification, change or
deletion made by Scoopy to the Licensed Content, API or this License Agreement shall be applicable
to you. If you do not wish to be bound to any new modification introduced by Scoopy to the Licensed
Content, API or this License Agreement, you must terminate this License Agreement be ceasing to use
the API and Licensed Content within 10 (ten) days from such modification.
- License to Global & Scoopy Marks: Subject to the
terms of this License Agreement, Global & Scoopy hereby grants you a non-transferable, non-exclusive,
revocable, non-sublicensable, royalty-free license to use, reproduce and display Global & Scoopy s’s
name, trademarks, service marks and logos identified as set out in the License Content Usage
Guidelines (collectively, “Marks”), solely for purposes of performing your obligations or exercising
your rights under this License Agreement and strictly in accordance with the License Content Usage
Guidelines.
- Attribution: All content pages which contain
Licensed Content will have a ‘Powered By Global & Scoopy’ attribution as described in the Trademark
Use Guidelines. Each website content page will have a do-follow link to
www.Scoopy.in&www.Scoopy.app, which link will open www.Scoopy.in& www.Scoopy.app in a new window.
Each mobile app content page will have a link to open the Global & Scoopy mobile app or, if the
Global & Scoopy app is not installed, to the mobile device’s app store (e.g., Google Play or Apple’s
App Store)
- Obligations of Developer
- Developer Platform: You are responsible for
all costs and expenses related to the Developer Application, the Developer Platform, and the
integration of the API and/ or the Licensed Content (as applicable) therein.
- Compliance: You shall comply with this
License Agreement, the Global & Scoopy Terms of Use, the Trademark Usage Guidelines, the Global & Scoopy
Privacy Policy and any other Global & Scoopy policy to your use of the API, Licensed Content, Marks
and documentation, as the same may be amended by Global & Scoopy from time to time.
- Credentials: You will be provided with the API
credentials , which will be in the form of a secure electronic key provided by Global & Scoopy. You
shall not share API key with any third party and shall keep the API key safe and secure. You shall
only use the API key for the Developer Applications. Global & Scoopy reserves the right to (a) issue
new API keys to you from time to time; and (b) suspend your API key at its sole discretion. In the
event you are unable to access the API with your existing API key, please contact Global & Scoopy at
api@scoopy.in
- Reporting: You will immediately report any
security flaws in the API or the Licensed Content or infringement of Marks, and any actual or
suspected unauthorized access to the API.
- No Modification of Licensed Content: You
shall not modify or edit Licensed Content except for formatting changes solely for the purpose of
integrating the Licensed Content into the Developer Application, provided that such modification
shall not adversely affect the attribution required by Section 3.4.
- Privacy: You shall not violate the privacy
rights of any individual or entity.
- No Interference or Reverse Engineering: You
won’t attempt to (i) copy, rent, lease, sell, transfer, assign, sublicense, interfere with, modify
or disable any features, functionality or security controls of the API and Licensed Content, (ii)
defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the
Licensed Content or Marks, or (iii) reverse engineer, decompile, disassemble or derive source code,
underlying ideas, algorithms, structure or organizational form from the API.
- Data received from Global & Scoopy:
- Under this License Agreement, you will receive the Licensed
Content through the API key provided by Global & Scoopy.
- You cannot cache or store, record, pre-fetch or otherwise store
any portion of the Licensed Content or undertake any bulk download operations.
- You will not directly or indirectly transfer any data received
from Global & Scoopy to any third party and shall limit access to your employees and contractors with
a need to know such information in performance of their duties;
- You shall not create or disclose metrics about, or perform any
statistical analysis of, the Licensed Content. You shall not disclose any such metrics or analyses
related to or connected with the Licensed Content to any third party, during the validity of this
Licensed Agreement and for a further period of 3 years following termination of this API Agreement.
- You shall not use the Licensed Content on your Developer
Platform and/or Developer Application to (i) create/ generate additional data or (ii) provide any
functionality whereby you or any third party is able to generate additional data using the Licensed
Content.
- You shall not, directly or indirectly, sell, misuse or abuse
the Licensed Content received by you through the API key.
- You shall not, directly or indirectly, create enhancements,
derivatives, teaser content in all media, mediums, and formats (including, without limitation, all
languages), to the Licensed Content.
- You shall not comingle the Licensed Content with third party
content. Further, you shall not display Licensed Content and Marks along with content that under law
are considered to be unlawful, blasphemous, derogatory, objectionable, against public policy and
derogatory or detrimental to Global & Scoopy’s reputation.
- In the event that you stop using the Licensed Content or if
this License Agreement is terminated, you must delete all Licensed Content you have received from
Global & Scoopy or through use of the API and Global & Scoopy reserves the right to deactivate the API
key provided to you.
- Global & Scoopy may require you to inter alia promptly delete and
remove all calls to the API made by you including but not limited to any data received from the API
and cease all use of the Marks if you violate the terms and conditions of this License Agreement or
any other conditions that Global & Scoopy may in the future make applicable to you with regard to the
API, the Licensed Content or the Marks.
- Recognition of Absolute Ownership
Global & Scoopy shall own and retain all right, title and interest to all the Licensed Content and
enhancement thereof, the Marks, the API, and all content displayed on Global & Scoopy’s website (except
the Developer Application and the Developer Platform) and you hereby recognize and acknowledge such
ownership by Global & Scoopy. Global & Scoopy shall also own all right, title and interest in and to all
reviews, photographs, and other user-generated content posted by Users with respect to establishments
included in the Licensed Content, all derivative works based upon any of Global & Scoopy’s intellectual
property and Licensed Content, including any and all intellectual property rights in such user-generated
content and in such derivative works; provided, however, that you shall own your confidential
information on your website pages, metrics, and internal reporting (including metrics generated on the
Developer Platform, even if it is generated on the basis of data that is provided to you by
Global & Scoopy). To the extent applicable, Global & Scoopy shall be deemed to be the "author" of all such
derivative works and all such derivative works will constitute "works made for hire" under the U.S.
Copyright Act (17 U.S.C. §§ 101 et seq.), Section 17 (c) of Indian Copyright Act, 1957 and any other
applicable copyright law. You hereby waive any and all moral rights (including rights of integrity and
attribution) in and to such derivative works. To the extent that any of such derivative works does not
constitute a work made for hire, you hereby assign to Global & Scoopy all right, title and interest that
you may have or may hereafter acquire in all such derivative works, including all intellectual property
rights therein. At Global & Scoopy’s expense, you shall execute all documents and take all actions
necessary for Global & Scoopy to document, obtain, maintain or assign its rights to such derivative works.
All such materials will be deemed to be the confidential, proprietary and trade secret information of
Global & Scoopy.
- Developer Obligations and Protection of Information and Access Key
In the event of any breach of this License Agreement (including without limitation the confidentiality
provisions herein) or unauthorized use of the API and/ or Licensed Content is committed by you and your
authorized personnel or others with access to the API key or Licensed Content through you, you shall be
liable for such breach or disclosure.
- Confidentiality
“Confidential Information” means any confidential and/or proprietary information of Scoopy or any of its
affiliates disclosed to you, and/or obtained by you through Global & Scoopy under this License Agreement,
either directly or indirectly, in writing or orally and whether or not in tangible or fungible form.
Notwithstanding the foregoing, it is clarified that Confidential Information does not include any
information which you can demonstrate by reasonable evidence:
- is generally known to, and available for use by, the public
other than as a result of the breach of this License Agreement or a breach of another obligation to
Global & Scoopy s of which you are aware;
- was known to you at the time of receipt of such information
from Global & Scoopy without obligation of confidentiality to Global & Scoopy or any third party; or
- is disclosed to you on a non-confidential basis by a third
party; provided, that such third party is not, to your knowledge after due inquiry, bound by an
obligation of confidentiality to Global & Scoopy or any of its affiliates with respect to such
confidential information.
You shall restrict all access to Confidential Information to your authorised personnel on strict a “need
to know” basis and apprise them of the confidentiality requirements. This obligation shall survive the
termination of this License Agreement for a period of 5 (five) years. Nothing in this Clause 6
(Confidentiality) will prevent you from disclosing Confidential Information where it is required to be
disclosed by judicial, administrative, governmental or regulatory process in connection with any action,
suit, proceeding or claim or otherwise by applicable law (provided, however, that you use reasonable
efforts to provide notice of such disclosure to Global & Scoopy and the opportunity for Global & Scoopy to
seek a protective order to guard the confidentiality of the disclosed confidential information).
During the validity of this License Agreement and for a period of 2 (two) years following expiration or
termination hereof, you will not directly or indirectly make or publish any statement or do anything
which might reasonably be expected to damage the reputation or any other business interests of
Global & Scoopy.
- Scoopy Use of Developers Trademarks
You hereby grant to Global & Scoopy a nonexclusive, royalty-free, license during the validity of this
License Agreement, to use your name and trademarks solely to promote and advertise the relationship
between Global & Scoopy and you pursuant to this License Agreement. You understand and agree that
Global & Scoopy has no obligation (i) to use your name or trademarks or (ii) to promote you or its
services.
- Independent Parties
This License Agreement is on a “principal to principal” basis and the Parties are independent of each
other and nothing contained herein is intended to or shall be deemed to create any partnership, joint
venture, employment or relationship of principal and agent between the Parties hereto or between
Global & Scoopy and you and if applicable your representatives and employees or between you and the
representatives and employees of Global & Scoopy or to provide either of the Parties with any right, power
or authority, whether express or implied to create any such duty or obligation on behalf of the other
party.
- Indemnity
You will indemnify and hold harmless Scoopy, its affiliates and network partners, and any of their
respective officers, directors, employees and agents from and against any claims, costs, charges,
damages, losses and expenses (including reasonable attorneys and consultants fees and expenses) with
respect to any third party claim relating to or arising out of: (a) your use of any Licensed Content in
a manner inconsistent with the terms of this License Agreement; (b) your breach of this License
Agreement, (c) breach of any applicable laws, regulations, or ordinances; (d) the Developer Platform or
(e) the Developer Applications. Global & Scoopy will: (i) promptly notify you of such claim (provided,
however, that a failure to provide such notice shall not limit your indemnification obligation hereunder
except to the extent that you are materially prejudiced thereby) and (ii) permit you to participate in
the defense of any such claim at its expense, with counsel reasonably acceptable to Global & Scoopy.
Limitation of liability: In addition to your liability for breach of the terms of this
agreement you shall be liable for breaches of confidentiality, your use of the licensed content,in a
manner inconsistent with the terms of this license agreement. neither party will be liable for any
indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited
to damages for lost data, lost profits, lost revenue or costs of procurement of substitute goods or
services, however caused and under any theory of liability, including but not limited to contract or
tort (including product liability, strict liability and negligence), and whether or not such party was
or should have been aware or advised of the possibility of such damage and notwithstanding the failure
of essential purpose of any limited remedy stated herein. notwithstanding anything to the contrary
herein contained Scoopy’s liability under this licensed agreement shall not exceed $500. further, in no
event shall your liability be limited under this licensed agreement. the parties agree that the mutual
agreements made in this section reflect a reasonable allocation of risk. any claim arising out of or
relating to this license agreement must be brought by the later of 2 (two) years following the
occurrence of the event giving rise to such claim or 1 (one) year following discovery of such claim.
-Termination
Global & Scoopy reserves the right, in its sole discretion (for any reason or for no reason) and at any
time without notice or liability, to change, suspend or discontinue the API, Licensed Content and/or
suspend or terminate your rights under this Licensed Agreement to access, use and/or display (as
applicable) the API, and/or any Licensed Content.
- Any termination of this License Agreement shall also terminate
the licenses granted hereunder. Upon termination of this License Agreement for any reason, you will
promptly stop all calls to the API and stop using, and either return to Global & Scoopy or destroy and
remove, all copies of the Licensed Content, Marks, API Key and any Confidential Information in your
possession. Upon such termination or early expiration, Global & Scoopy reserves the right to suspend
the API key without notice to you.
- Notwithstanding the above, the provisions of this License
Agreement regarding confidentiality and indemnification and all obligations of Parties arising prior
to the expiration or termination of this License Agreement shall survive the expiration or
termination of this License Agreement.
- Governing Law and Jurisdiction
The validity, construction and performance of this License Agreement shall be governed by, and construed
and enforced in accordance with, the laws of India. Any dispute or difference whatsoever arising between
the parties out of or relating to the construction, meaning, scope, operation or effect of this
agreement or the validity or the breach thereof shall be settled by arbitration in accordance with the
Rules of International Commercial Arbitration of the Indian Council of Arbitration and the award made in
pursuance thereof shall be binding on the parties. The Parties specifically exclude from application to
the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the
Uniform Computer Information Transactions Act.
- Warranty Disclaimer
Global & Scoopy makes no representation or warranty with respect to the Scoopy site, the api, the
licensed content and Scoopy expressly disclaims any and all warranties, whether express, implied or
statutory, with respect to Scoopy, the Scoopy site, the api, the licensed content, and the marks,
including without limitation any implied warranty of merchantability, infringement or fitness for a
particular purpose, or any implied warranty arising from course of performance, course of dealing or
usage of trade. Scoopy does not warrant that use of the api will be uninterrupted or error-free.
- Force Majeure
Any delay in or failure of performance by Global & Scoopy under this License Agreement will not be
considered a breach of this License Agreement and will be excused to the extent caused by any occurrence
beyond its reasonable control, including, but not limited to, acts of God, power outages, failures of
the Internet, failures of banking or any other unforeseeable event.
- Legal Compliance
You and Global & Scoopy will each comply with all laws, rules and regulations, if any, applicable in
connection the performance of their respective obligations under this License Agreement.
- Miscellaneous
- If any covenant or provision is adjudged by a court of
competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such covenant or
provision will be interpreted so as to best accomplish its intended objectives and shall be enforced
as so modified, and the remaining covenants and provisions will remain in full force and effect. The
invalidity or unenforceability of any such covenant or provision in one jurisdiction shall not
invalidate or render unenforceable such covenant or provision in any other jurisdiction.
- This License Agreement may be amended by Global & Scoopy, at its
sole discretion from time to time and shall be applicable to your usage of the Licensed Content
under this Agreement.
- The Parties agree that any material breach of the provisions of
Sections 3, 4.3, 4.7, 4.8, 5, 6, 7, 10 and 12 of this License Agreement shall cause irreparable harm
to Global & Scoopy, for which monetary damages would not be an adequate remedy, and shall be the basis
for specific performance or injunctive relief (without any requirement to post bond).
- This License Agreement supersedes any other prior or collateral
agreements, whether oral or written, with respect to the subject matter hereof.
- The failure to require performance of any provision will not
affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of
any provision constitute a waiver of the provision itself or of any subsequent breach of such
provision.
- Nothing in this License Agreement, whether express or implied,
is intended to confer any rights or remedies under or by reason of this License Agreement on any
persons other than the parties to it and their respective successors and permitted assigns, nor is
anything in this License Agreement intended to relieve or discharge the obligation or liability of
any third persons to any party to this License Agreement, nor shall any provisions give any third
persons any right of subrogation or action over and against any party to this License Agreement.
- The parties agree that Global & Scoopy may assign any of its
rights or transfer by novation any of its rights and obligations under this License Agreement to any
of its affiliates or to any acquirer of substantially all of its business without notice to You or
Your consent. You may not assign your rights and obligations under this License Agreement without
the prior written consent of Scoopy, which consent shall be at the discretion of Scoopy and may also
be subject to conditions as deemed appropriate by Scoopy.
- A party will not be bound to comply with any provisions of this
License Agreement if such compliance would be in contravention or contradictory to applicable law.
In such a circumstance such party will inform the other immediately and take necessary steps to
comply with applicable law.
- All restrictive covenants contained in this License Agreement
shall survive the termination of this License Agreement.
- Should you have any question with regard to this License
Agreement or would like to report any violations of this License Agreement, please contact
legal@scoopy.in