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
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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.
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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.
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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.
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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
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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.
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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.
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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 [email protected]
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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.
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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.
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Privacy: You
shall not violate the privacy rights of any individual or entity.
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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:
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Under this License Agreement,
you will receive the Licensed Content through the API key provided
by Global & Scoopy.
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You cannot cache or store,
record, pre-fetch or otherwise store any portion of the Licensed
Content or undertake any bulk download operations.
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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;
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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.
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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.
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You shall not, directly or
indirectly, sell, misuse or abuse the Licensed Content received by
you through the API key.
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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.
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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.
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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.
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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:
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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;
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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
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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.
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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.
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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
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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.
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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.
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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).
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This License Agreement
supersedes any other prior or collateral agreements, whether oral
or written, with respect to the subject matter hereof.
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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.
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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.
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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.
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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.
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All restrictive covenants
contained in this License Agreement shall survive the termination
of this License Agreement.
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Should you have any question
with regard to this License Agreement or would like to report any
violations of this License Agreement, please contact
[email protected]