Last Updated: January 2, 2020
Curri Inc. (“Curri” or “we”) operates a platform to facilitate on-demand delivery of goods in our cities through our applications and websites. We have developed an application programming interface (the “Curri API” or “API”) and other technical documentation and materials (the “API Materials”) to allow you to develop your own websites or applications that can be used with the Curri API to fulfill deliveries, collectively with the Curri Service, the “Curri Service,” for your own products (the “Partner Product”) or products from third-party businesses with whom you partner (the “Developer Product”) (collectively, “your Product”).
In consideration of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the foregoing and as follows:
API License API License from Curri. Subject to these API Terms, Curri hereby grants you a limited, revocable, non-exclusive, sub-licensable and transferable license to access and use the Curri API in accordance with the API Materials and to use the API Materials, in each case, solely for the purposes of: (i) developing and testing your Product for use with the Curri API; (ii) obtaining data made available by Curri through the Curri API (“Curri Data”) for use by you in accordance with this Agreement; and (iii) providing data to Curri through the API (“Partner Data” or “Developer Data,” collectively, “your Data,” and together with Curri Data, “Data”) for use by Curri in accordance with this Agreement. You may only sublicense or transfer access and use of the Curri API, and any applicable credentials or passwords to reputable third-party software developers for the sole purpose of facilitating your use of the Curri API (“Authorized Third Party”). You are solely responsible for the use and integration of the Curri API, credentials and passwords by any Authorized Third Party. You are solely responsible for an Authorized Third Party’s use and/or misuse of the Curri API pursuant to these API Terms. You are solely responsible, and must indemnify Curri, for the use or misuse of the Curri API or Curri Service by any unauthorized users as a result of your willingly or unwillingly giving them access to the Curri API.
License Restrictions. You will not and will not allow any of your directors, officers, employees, agents, contractors, Authorized Third Party or any other person (collectively, “Personnel”) to: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the Curri API or any Curri Service, or any part of any of the foregoing; (ii) sublicense, transfer, distribute or otherwise make available the Curri API or any API Materials or Curri Service, or any part of any of the foregoing, in any form; (iii) lease, loan or sell the Curri API or any API Materials or the Curri Service, or any part of the foregoing; (iv) create derivative works of or otherwise modify the Curri API or any API Materials or Curri Service, or any part of any of the foregoing; (v) make any copies of the Curri API or any API Materials, or any part of any of the foregoing, in any form; (vi) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Curri API or any Curri Service, including without limitation, any such mechanism used to restrict or control the functionality of any of the foregoing; or (vii) remove or alter any legal, copyright, trademark, watermark, or other proprietary rights notice contained in or on Curri Service.
Rate Limits/Restrictions. There may be rate limits and/or restrictions to the data fields displayed per application or service utilizing the Curri API implemented by Curri from time to time of which you may (but need not) be notified. If such limits or restrictions are implemented, you agree that you shall comply with such limits and restrictions, as applicable, at all times. Any rate limits and/or restrictions implemented are subject to change from time to time at Curri’ sole discretion, effective immediately upon posting. Your use of any methods intended to subvert rate limiting that may be implemented (including maintaining a cache of data) is a violation of these API Terms.
Reservation of Rights. Curri does not grant you any rights in or to the Curri API, API Materials, or Curri Service except as expressly set forth in Section 2(a) above, and as between the Parties, Curri owns and retains ownership of the Curri API, API Materials, and Curri Service, including any and all rights under patent law, copyright law, trade secret law, trademark law and any and all other proprietary rights (“Intellectual Property Rights”).
Curri Data. Subject to these API Terms, Curri hereby grants you a non-exclusive, revocable, non-sublicensable and non-transferable worldwide right to use the Curri Data solely as necessary to fulfill orders.
Reservation of Rights. As between Curri and you, Curri retains the sole and exclusive title in and to all Curri Data, and you retain the sole and exclusive title in and to all your Data.
You will not use the Curri Data for any purposes other than as expressly permitted in Section (3)(b). You shall not disclose, transfer, sell, rent, or lease Curri Data, without our express written consent.
When you collect data from or regarding individual merchants, and such data constitutes part of your Data (“Merchant Data”), you shall obtain each applicable merchant’s prior permission for the collection of the Merchant Data, as well as the use and sharing of such Merchant Data pursuant to the provisions of this Agreement.
When you collect data from or regarding individuals or their devices, and such data constitutes part of your Data (“User Data”), you shall obtain each applicable individual’s prior permission for the collection of the User Data, as well as the use and sharing of such User Data pursuant to the provisions of this Agreement.
You shall implement reasonable security measures to safeguard the Curri’ Data.
Parties' Obligations We reserve the right to determine whether or not your use of the Curri API, Curri Service, Curri API Materials or Curri Data is acceptable, and to immediately revoke your access to the Curri API at our sole discretion.
Your Obligations. You agree to perform the obligations as set forth in the Partner and Developer Policies and Rules of Conduct, which is incorporated into these API Terms, and which may be updated from time to time at Curri’ sole discretion.
Use Restriction. The following are some, but not all, restrictions applicable to the use of the Curri API, Curri Service, Curri API Materials and Curri Data.
You may not access or use, or attempt to access or use, the Curri API, Curri API Materials, or Curri Data for any purpose other than a legitimate, actual, non-hypothetical delivery opportunity.
You may not use the Curri API or Curri Service to request delivery of goods if the delivery of such goods would violate any federal, state or local law, rule or regulation.
You may not use the Curri API, Curri API Materials, or Curri Data for any other purpose other than providing the products for which you are registered to provide.
You will at all times use the Curri API, Curri Service or Curri API Materials in accordance with federal or state laws and regulations applicable to the manner in which you conduct your business and with the Curri Terms of Service, and you may not use the Curri API or Curri API Materials to conduct or facilitate, in any way, activity that is in violation of applicable laws or regulations or the Curri Terms of Service or Partner and Developer Policies and Rules of Conduct. Without limiting the foregoing, you will at all times use the Curri API, Curri Service or Curri API Materials in accordance with state and federal telemarketing laws, including the federal Telephone Consumer Protection Act. You understand and acknowledge that, to the extent you use the Curri API to facilitate the transmission of text messages or phone communications, Curri does not control the timing, content, or recipients of such communications.
You may not use the API, Curri Service or Curri Data in any manner that is competitive to Curri or the Curri Service, including in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Curri’ products and services, in Curri’ sole discretion.
You may not include or use the Curri API, Curri Service or Curri Materials in, or in connection with, any application, website or other product or service that includes content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, in Curri sole discretion.
Mutual Obligations. Each Party agrees:
Not to perform any action with the intent of introducing to the other Party’s systems, products or services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
Not to defame, abuse, harass, stalk or threaten others or promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements in connection with its performance of the API Terms.
To conduct business in a manner that does not reflect negatively on the other Party and its products and services.
Not to make any statement that suggests partnership with, sponsorship by or endorsement by the other Party without the other Party’s prior written approval.
Not to use web scraping, web harvesting, or web data extraction methods to extract data from the other Party.
Curri may elect to provide you with support or modifications for the Curri API (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Curri may change, suspend, or discontinue any aspect of the Curri API at any time, including the availability of any Curri API. Your continued use of the Curri API following a change or subsequent release will be deemed your acceptance of such modifications. Curri may also impose limits on certain features and services or restrict your access to parts or all of the Curri API, the Curri API Materials, or the Curri Services without notice or liability.
Rights and Ownership Use of Curri Marks. The rights granted in these API Terms do not include any general right to use the Curri name or any Curri trademarks, service marks or logos (the “Curri Marks”) with respect to your website or application. Subject to your continued compliance with these API Terms, we agree that you may use Curri Marks for certain limited purposes related to your use of the Curri API or Curri API Materials. These rights apply on a non-exclusive, non-transferable, worldwide, royalty-free basis, without any right to sublicense, and may be revoked by Curri at any time. If Curri updates any Curri Marks that you are using, you agree to update such Curri Marks to reflect the most current versions. You must not use any Curri Marks, or any confusingly similar mark, as the name or part of the name of your Product, or as part of any logo or branding for your Product.
Promoting Your Product. You may not use any Curri Marks in any advertising, promotional or marketing materials for your Product, provided that you may use the name “Curri” in a written description of your Product in order to describe the fact that your Product connects to the Curri Service using the Curri API. You must not use the Curri name in any way that takes unfair advantage of our goodwill or reputation in the Curri Marks, and you must not make any suggestion, directly or indirectly, that your Product is an official Curri app or is endorsed or sponsored by Curri in any way.
Press and Publicity. You may not issue any press release or other announcement regarding your Product that makes any reference to Curri (except as permitted in the “Promoting your Product” paragraph above) without our prior written consent.
Independent Development. You understand that Curri may currently or in the future develop products and services that may be similar to or compete with your Product. Nothing in these API Terms shall in any way restrict Curri from pursuing any business activities or from entering into any agreement with any other person or company.
Feedback. In the event that you choose to provide Curri with feedback, suggestions or comments regarding the Curri API, the Curri API Materials, or your use thereof, you agree that Curri will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you.
License to Curri. You hereby grant to Curri a paid-up, royalty-free, non-exclusive, worldwide, transferable, sub-licenseable, right and license, under all your intellectual property rights, for Curri’ marketing and promotional purposes to: (a) use, perform, make available, display to the public, reproduce, distribute, and import your integration of the Curri API and (b) use your name, likeness, or brand (which includes all your trademarks, service marks, logos, brand names, or trade names) (“Your Marks”) to the extent it is incorporated into your integration of the Curri API. Following the termination of these API Terms and upon written request from you, Curri shall make commercially reasonable efforts, as determined in its sole discretion, to remove references to your integration of the Curri API and any of Your Marks from the Curri website.
Fees and Payment Fees and Payment Terms. You will pay Curri fees for the Curri Service in accordance with API Pricing Policy, which is incorporated into these API Terms, and which may be updated from time to time at Curri’ sole discretion. Curri will issue invoices to Merchant for its use of the Curri API monthly in arrears. Merchant will pay each undisputed invoice no later than 30 days after receipt. You authorize Curri to charge all Curri fees to the designated payment method associated with your account. Any amount not paid when due will be subject to finance charges equal to 1.5% per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Merchant will also reimburse any costs or expenses (including reasonable attorneys’ fees) incurred by Curri to collect any amount that is not paid when due. All payments will be made in US dollars. Failure to make a payment when due will constitute a material breach of this Agreement.
Taxes. You will be responsible for and to pay, or to reimburse Curri on written request, if Curri is required to pay or collect, any sales, use, VAT, excise, export or other tax, duty or other charge of any kind or nature (excluding any tax that is based on Curri’ net income) that is levied or imposed by any governmental authority on the use of the Curri Service or any portion thereof.
Confidential Information “Confidential Information” shall mean any information relating to or disclosed in connection with the API Terms and the use of the Curri API, which is or should be reasonably understood to be confidential or proprietary to Curri, including, but not limited to, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data.
Non-Use and Non-Disclosure. You agree that, unless Curri gives its prior written authorization, you shall: (a) not use the Confidential Information for any other purpose other than for use of the Curri API and Curri Service; and(b) not disclose any such Confidential Information to any person or entity except your directors, officers, employees and contractors who are required to have such Confidential Information in order to implement and use the Curri API and Curri Service and who are bound by confidentiality obligations protecting the Confidential Information similar to the provisions hereof.
Maintenance of Confidentiality. You shall prevent the unauthorized access, use, disclosure, dissemination or publication of the Confidential Information with the same degree of care that you use to protect your own confidential information of a similar nature, but no less than a reasonable degree of care. You agree to notify Curri in writing of any misuse or misappropriation of the Confidential Information which may come to your attention.
Compelled Disclosure. If you become legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, to the extent permitted by law, you shall give Curri prompt written notice of such obligations sufficient to allow Curri the opportunity to pursue its legal and equitable remedies (including but not limited to making an application for a protective order) regarding such potential disclosure. You agree to: (a) assert the confidential nature of such Confidential Information to the governmental entities; (b) disclose only such Confidential Information as is required to be disclosed by law; (c) use its commercially reasonable efforts to obtain confidential treatment for any such Confidential Information that is so disclosed; and (d) provide reasonable assistance to Curri in protecting such disclosure.
Return of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by Curri, and all copies or extracts thereof or notes derived therefrom that are in your possession, shall be and remain the property of Curri and shall be promptly returned to Curri or destroyed (with proof of such destruction), each upon Curri written request.
Term and Termination You may terminate these API Terms at any time by ceasing all use of the Curri API and API Materials and deleting all copies of the Curri API Materials (including all Curri Data) in your possession or control.
We may immediately revoke your use of the Curri API without notice if your use violates any of these API Terms or if we otherwise object to your use of the Curri API. We may also terminate any rights granted hereunder, or may add or remove functionalities or features of the Curri API, at any time and for any reason at our discretion. The rights granted hereunder terminate automatically if (i) you violate any term of the API Terms, (ii) Curri publicly posts a written notice of termination on its website, (iii) Curri sends a written or e-mail notice of termination to you, or (iv) Curri ceases providing access to the Curri API to you. We will not be liable to you or any third party for any costs or damages as a result of termination of this Agreement. Any sections of this Agreement, which expressly or by their nature, extend beyond the termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement.
Indemnification Your Indemnity. You shall indemnify, defend, and hold harmless Curri, its subsidiaries, affiliates, officers, directors and employees (“Curri Indemnified Parties”), individually and collectively, from and against all taxes, losses, damages, claims, suits, fines, liabilities, costs and expenses, including reasonable attorneys’ fees and other legal costs, government investigations (“Claims”) brought against the Curri Indemnified Parties by a third party related to, arising from, or in connection with conduct by or alleged to be by: (a) you, your employees, agents, or contractors; (b) an Authorized Third Party, it’s employees, agents or contractors; or (c) any third-party business with whom you partner, its employees, agents, or contractors for the following: (i) use of the Curri API, API Materials, Curri Data or Curri Service; (ii) breach or alleged breach of any of the terms, conditions, obligations or representations under these API Terms; (iii) your Product or the product or service of any third-party businesses with whom you partner; (iv) failure to comply with any laws, rules or regulations applicable to your Product or the service of any third-party businesses with whom you partner; (v) negligence, gross negligence or willful misconduct; (vi) any Claim that your Product or the service of any third-party businesses with whom you partner, including any application or website, or any part thereof, infringes any third party Intellectual Property Rights; (vii) any Claim that Authorized Third Party has infringed any third party Intellectual Property Rights; (viii) any Claim arising from your failure or the failure of any third-party businesses with whom you partner to obtain consent or right for us to process User Data or Merchant Data in accordance with these API Terms; and (ix) any third party claims arising as a result of unauthorized access to the Curri API or Curri Service as a result of your action or inaction. You shall pay any settlement amounts agreed by you or damages finally awarded to such third party in such Claims.
Procedure. If Curri is seeking indemnification, we will promptly notify you of the Claim for which we seek indemnity and will cooperate with you in defending the Claim; provided, however, that failure to provide prompt notice will not excuse your obligations under this Section 9, unless the delay materially prejudices your ability to defend the Claim. You will have full control and authority over the defense of an indemnified Claim, except that: (a) you must not agree to a settlement that imposes any obligation, injunctive relief, or liability (other than the payment of monetary damages for which indemnity is provided pursuant to this Section 9) on, or that requires an admission of guilt or wrongdoing by, Curri; (b) you must use counsel reasonably satisfactory to Curri in such defense; and (c) Curri may participate in the defense at its own expense with counsel of its choice.
Disclaimer THE Curri API, API MATERIALS, Curri DATA AND Curri SERVICE, ALONG WITH OTHER MATERIALS PROVIDED BY Curri IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND AND Curri, ON BEHALF OF ITSELF, ITS SUPPLIERS, AND CONTRACTORS, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Curri DOES NOT GUARANTEE THAT THE Curri API, Curri API MATERIALS, Curri DATA OR Curri SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE USE THEREOF WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.
Curri WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF GOODS RELATED TO YOUR USE OF THE Curri SERVICE OR Curri API.
Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, Curri’ AGGREGATE LIABILITY TO YOU, OR ANY OF YOUR AFFILIATES, IN CONNECTION WITH, RELATED TO, OR ARISING FROM THIS AGREEMENT SHALL NOT EXCEED TEN THOUSAND DOLLARS ($10,000), REGARDLESS OF THE THEORY UPON WHICH SUCH LIABILITY IS BASED, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
Dispute Resolution Unless you timely opt out, any and all disputes between you and Curri arising out of relating to these API terms or your use of the Service shall be resolved on an individual basis pursuant to the Dispute Resolution and Arbitration provision of Curri Terms of Service.
Miscellaneous Entire Agreement. This Agreement, including all rules, policies and procedures incorporated herein by reference, constitutes the entire legal agreement between the Parties with respect to the Curri Service and Curri API.
Drafting. No ambiguity will be construed against Curri based upon a claim that Curri drafted the ambiguous language.
Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
Conflict of Terms. In case of any inconsistency or conflict between the terms and conditions of these API Terms and those of the Curri Terms of Service, the terms of these API Terms shall govern and control.
No Waiver. The waiver by either Party of any breach of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
Independent Contractors. The relationship of the Parties established by the Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship, or give either Party the power to act as an agent or direct or control the day-to-day activities of the other. Each Party will be responsible for its own costs of conducting business and performing its obligations under the Agreement.
Assignability. This Agreement may not be delegated, assigned or transferred, in whole or in part, by you without prior written approval of Curri. Curri may assign or otherwise transfer this Agreement in connection with a reorganization, consolidation, change of control, merger, acquisition or sale of substantially all of its assets that relate to this Agreement. Any assignment in violation of the foregoing shall be null and void.
Governing Law; Venue. This Agreement, and all the rights and duties of the Parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, will be governed by, construed and enforced in accordance with the law of the State of California, without regard to any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction. Any suit or proceeding relating to this Agreement will be brought only in the state courts located in San Francisco County or federal courts located in the Northern District of California. Each of the Parties consent to the exclusive personal jurisdiction and venue of such courts.
Force Majeure. A Party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.