ORDERGRID API TERMS OF SERVICE

Last updated: August 24, 2022

The following terms and conditions (the “API Terms of Service“) govern your access to and use of our proprietary application programming interface, including our ‘API’, ‘OrderGrid API,’ ‘Partner API,’ ‘REST API,’ and ‘Public API’ (all versions) (collectively, the “OrderGrid API“) and the related documentation, the current version of which is located at https://ordergrid.com/api-terms-of-service, as may be updated by OrderGrid from time to time (the “OrderGrid API Documentation“), all of which are designed to facilitate your access to, and use of, our products and services. These API Terms of Service form an agreement between OrderGrid Inc. (“OrderGrid“, “us“, “we“, “our“) and you. The term “you” refers to the person or entity accessing, downloading, implementing, storing or otherwise using the OrderGrid API and OrderGrid Documentation (“use“ or “using” in these API Terms of Service will mean any of the foregoing). For purposes of these API Terms of Service, capitalized terms shall have the meanings in these API Terms of Service. Capitalized terms utilized in these API Terms of Service and not defined have the meaning set forth in OrderGrid’s standard Terms of Service, OrderGrid’s Dark Store Terms of Service or such other applicable agreement (“Service Agreement”) that permits Client to access, and provide its personnel with access, to the Platform.  These API Terms of Service are incorporated into and forms part of the Service Agreement and comprises a variation, and is supplemental to, the Service Agreement. In the event of any conflict between the Service Agreement and these API Terms of Service, the terms and conditions of this API Terms of Service shall control in respect of the OrderGrid API only. Except to the extent expressly superseded or modified in this API Terms of Service, the terms and conditions of the Service Agreement will apply to this API Terms of Service and remain in full force and effect.

BY USING ANY ORDERGRID API AND AUTHORIZING OR PERMITTING ANY PERSON TO ACCESS OR USE THE ORDERGRID API, YOU AGREE TO THESE API TERMS OF SERVICE, ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE API TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE API TERMS OF SERVICE, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE ORDERGRID API. YOU REPRESENT AND WARRANTY TO US THAT  YOU HAVE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF YOU ARE USING THE ORDERGRID API ON BEHALF OF ANOTHER PERSON OR PERSONS, YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND EACH SUCH PERSON TO THESE API TERMS OF SERVICE, IN WHICH CASE THE TERM “CLIENT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE API TERMS OF SERVICE DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE API TERMS OF SERVICE AND MAY NOT USE THE ORDERGRID API.    BY USING THE ORDERGRID API OR ORDERGRID DOCUMENTATION, YOU REPRESENT AND WARRANT THAT YOU ARE A CLIENT OR AUTHORISED USER OF A CLIENT THAT HAS ENTERED INTO  THE TERMS OF SERVICE, THE DARK STORE TERMS OF SERVICE OR OTHER SERVICE AGREEMENT WITH US FOR THE PLATFORM, PRODUCTS OR SERVICES THROUGH WHICH THE ORDERGRID API IS INTENDED TO INTEROPERATE.  THESE API TERMS OF SERVICE REPLACE ANY PRIOR AGREED TO TERMS AND CONDITIONS BETWEEN ORDERGRID AND YOU RELATED TO THE ACCESS AND USE OF THE ORDERGRID API.        

THE ORDERGRID API MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. OUR DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE ORDERGRID API.    

 

1. Changes to these API Terms of Service

Except where prohibited by applicable law, we reserve the right to change these API Terms of Service at any time by posting a new version on our OrderGrid API website at https://ordergrid.com/api-terms-of-service (the “OrderGrid API Site”). It is your obligation to monitor the OrderGrid API Site for any such changes. Your continued access to or use of the OrderGrid API or OrderGrid API Documentation after any changes to these API Terms of Service indicates your acceptance of such changes. It is your responsibility to review the OrderGrid API Site for the latest API Terms of Service regularly.    

2. Use of the OrderGrid API and OrderGrid API Documentation

a.     API Credentials Required to Access the OrderGrid API. Certain authenticated features and functionality available through the OrderGrid API may require an authentication key. If you wish to access these features and functionality through the OrderGrid API, you may be required to further generate one or more client ids, client secrets, API keys or OAuth authorizations (each, an “API Credential” and collectively, “API Credentials”). You acknowledge and agree that: (1) it is your responsibility to keep your API Credentials secure and confidential; and (2) we may revoke your API Credentials any time without your consent.

b.     Use of the OrderGrid API. Subject to your compliance with the terms and conditions hereunder, we hereby grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the Term to: (i) to access and use the OrderGrid API solely to facilitate your development of applications that interface with our products and services  (each such application, an “Application”); (ii) use, reproduce, distribute, and transmit Client Data to the extent necessary to format and display it through the Applications; and (iii) receive Content, OrderGrid’s or its licensor’s data in accordance with these API Terms of Service, the Service Agreement and the OrderGrid API Documentation.

c.     Licence to OrderGrid API Documentation. Subject to the terms and conditions contained in these API Terms of Service,  we  hereby grant to you a limited, non-exclusive, non-sublicenseable, non-transferable licence to use the OrderGrid API Documentation during the Term solely for your internal business purposes in connection with its use of the OrderGrid API.    

d.     API Call Limitations. The number of calls you or your Application makes to the OrderGrid API during any given period may be limited, at our sole discretion, based on various factors that include the manner in which your Application makes calls to the OrderGrid API and the anticipated volume of use associated with your Application.  You agree to respect and comply with the technical and policy-implemented limitations of the OrderGrid API and the restrictions of these OrderGrid API Terms of Service in designing and implementing Applications. Without limiting the foregoing, you shall not violate any explicit rate limitations on calling or otherwise utilizing the OrderGrid API.

e.     Changes to the OrderGrid API. We reserve the right to change the OrderGrid API and OrderGrid API Documentation at any time and without notice. You acknowledge and understand that these changes may require you to make substantial changes to your Application at your own cost and expense. It is your responsibility to review the OrderGrid Documentation and these API Terms of Service regularly.    

f.      Suspension or Revocation of Access. Notwithstanding the foregoing, we retain the right, at our sole discretion, to suspend or revoke your access to the OrderGrid API, at any time and for any reason, including: (i) your violation of these API Terms of Service or the Service Agreement; (ii) your use of the OrderGrid API contrary to the OrderGrid API Documentation; (iii) for scheduled maintenance; or (iv) to address any emergency security concerns.    

3. OrderGrid API Use Restrictions.

You will not use or access the OrderGrid API in any way not expressly permitted under these API Terms of Service or the OrderGrid API Documentation. Without limiting the generality of the foregoing, you will not:

a.     develop any Applications that: (i) are fraudulent or misleading; (ii) infringe on any third party’s intellectual property rights or rights of publicity or privacy; (iii) are defamatory, trade libelous, threatening, or harassing; (iv) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (v) replicate or attempt to replace the essential user experience of the OrderGrid API or any of our other products or services; (vi) access or use any OrderGrid APIs features or functionality that have not been documented in the OrderGrid API Document, including any features or functionality that an experienced programmer would reasonably understand or suspect to be intended for internal use and not for persons other than OrderGrid, without the prior written consent of OrderGrid; or (vii) otherwise violate any applicable law;

b.     disable, overly burden, impair, or otherwise interfere with servers or networks connected to the OrderGrid API (e.g., a denial of service attack);

c.     overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:

i.               using “robots,” “spiders,” “offline readers,” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser;

ii.             going far beyond the use parameters for any given service as described in its corresponding documentation; or

iii.            consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the services were designed;

d.     cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the OrderGrid API, data, products or services or unduly burdening or hindering the operation and/or functionality of any aspect of the OrderGrid API;

e.     modify, decompile, reverse engineer, or otherwise alter the OrderGrid API;

f.      link to, mirror or frame any portion of the OrderGrid API;

g.     use the OrderGrid API in any manner that may threaten the security or functionality of the OrderGrid API or our products or services;

h.     use the OrderGrid API to circumvent the intended features, functionality or limitations of our other products or services;

i.      perform any vulnerability, penetration or similar testing on the OrderGrid API;

j.      use the OrderGrid API for the purpose of building a similar or competitive product or service; or

k.     authorize, permit, enable, induce or encourage any third party to do the above.

 

4. General Data

a.     Data That You Transmit Using the OrderGrid API. You: (1) grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence during the term of use of the OrderGrid API to access, collect, store and use any data, information, records and files that: (i) you load, transmit to or enter into the OrderGrid API (“Transmitted Data”); or (ii) we collect from your usage of the OrderGrid API, to: (1) develop, enhance and make available the OrderGrid API and our products and services; and (2) to produce data, information or other materials that are not identified as relating to you or any particular individual or company (such data, information and materials, the “Aggregated Statistical Information”); and (     3) give us the right to share your Transmitted Data with our third party sub-contractors to allow such third party sub-contractors to provide services to you.

b.     Additional Client Obligations. You will:

i.               promptly delete any and all information and data obtained through the OrderGrid API, including in connection with: (1) when your access to the OrderGrid API is suspended or revoked; (2) when you deactivate your Application or otherwise remove its integration from the OrderGrid API; or (3) when it is no longer reasonably required by you or your Application;

ii.             refrain from viewing, accessing or otherwise using any information that you have access to other than the specific subset of information that is strictly required as permitted in the Documentation or specified by us;

iii.            only use information that you have the rights and access to using the OrderGrid API solely for your Application; and

iv.            not disclose any data obtained through the OrderGrid API without the consent of OrderGrid or if otherwise permitted in these API Terms of Service.

5. Monitoring Usage of API

You acknowledge and agree that we may monitor your use of the OrderGrid API and that you will not block or otherwise interfere with our monitoring.

6. Communications Not Confidential

Your use of the OrderGrid API requires the transmission of data and information over the Internet and public networks. Accordingly, we do not, and cannot, guarantee the confidentiality, security or reliability of any communications made through the OrderGrid API.

7. Ownership

All rights (including intellectual property rights), title and interest in and to the OrderGrid API, the OrderGrid API Documentation, Aggregated Statistical Information and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third party suppliers, if applicable). The OrderGrid API, OrderGrid API Documentation and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these API Terms of Service are reserved.

8. Disclaimer

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE ORDERGRID API AND ORDERGRID API DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE ORDERGRID API AND ORDERGRID API DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON INFRINGEMENT, SECURITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE ORDERGRID API OR ORDERGRID API DOCUMENTATION IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT IF YOU DISCLOSE YOUR API KEYS TO THIRD PARTIES, THEY MAY HAVE ACCESS TO, AND THE ABILITY TO MODIFY OR DELETE, YOUR INFORMATION, DATA, AND MATERIALS, INCLUDING INFORMATION, DATA AND MATERIALS THAT MAY BE SENSITIVE, CONFIDENTIAL OR VALUABLE. WE CAN NOT, AND WILL NOT, BE RESPONSIBLE FOR ACTIONS OF ANY THIRD PARTY TO WHOM YOU DISCLOSE YOUR API KEYS. WITHOUT LIMITING THE FOREGOING, WE ARE NOT LIABLE FOR ANY LOSS OF DATA RELATED TO YOUR ACCESS AND USE OF THE ORDERGRID API.

9. Indemnity and Limitation of Liability

a.     You will indemnify, defend, and hold harmless OrderGrid and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, arising from or relating to:  (a) your use or misuse of the OrderGrid API or our marks; (b) your breach of these API Terms of Service; (c) any representations, warranties, or commitments that you make to users or others regarding the  OrderGrid API or Services; (d) your Applications including any end user’s use thereof; and (e) any content or data routed into or used with the OrderGrid APIs by you, those acting on your behalf, or your end users. You will fully cooperate with us in the defense of any claim defended by you pursuant to its indemnification obligations under these API Terms of Service and will not settle any such claim without the prior written consent of OrderGrid.

b.   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE IN ANY WAY CONNECTED TO THESE API TERMS OF SERVICE OE THE ORDERGRID API OR ORDERGRID API DOCUMENTATION FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE API TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE ORDERGRID API AND ORDERGRID API DOCUMENTATION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE API TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

 

10. General Provisions

a.     Choice of Law.

Except as restricted by applicable law, these API Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the OrderGrid API and OrderGrid API Documentation, notwithstanding your domicile, residency or physical location. You will only use the OrderGrid API and OrderGrid API Documentation in jurisdictions where the OrderGrid API and OrderGrid API Documentation may lawfully be used. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these API Terms of Service. This choice of jurisdiction does not prevent us      from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction

b.     Entire Agreement.

These API Terms of Service and the Service Agreement constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the OrderGrid API and OrderGrid API Documentation. These API Terms of Service are non-exclusive. You acknowledge that OrderGrid may develop products or services that may compete with the Applications or any other products or services.

c.     Waiver.

Our failure to insist upon or enforce strict performance of any provision of these API Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these API Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

d.     Severable.

If any of the provisions contained in these API Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these API Terms of Service and all other provisions of these API Terms of Service will remain in full force and effect.

e.     Assignment.

You will not assign these API Terms of Service to any third party without our prior written consent. We may assign these API Terms of Service or any rights under these API Terms of Service to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these API Terms of Service will be binding upon permitted assignees. These API Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

f.      English Language.

It is the express wish of the parties that these API Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

11. Contact

If you have any questions or comments regarding these API Terms of Service, please contact us at info@ordergrid.com.