What we value
By using our API, you’re part of the Ezpizee platform. These are the values that we feel keep our platform strong.
Respect our merchants
When you’re granted a Ezpizee API license, you get access to over 1,000,000 merchants who might be looking for an app just like yours. You’ll still own your app, but Ezpizee owns the platform. As owners of the platform, we put reasonable limits on the use of the merchant data it allows you to access.
Only request the merchant data you need to provide your service, nothing more. Get merchants’ permission to do so, and follow our rules for deleting personal customer data. If your public app captures customer data via a Ezpizee online store or POS, sync it back to the merchant’s Ezpizee store, or let them do it manually.
Make sure your developer system meets internet security standards. Don’t do anything criminal, irresponsible or sketchy, or disrupt or overburden our systems. Use only your Ezpizee API credentials to access the API. Stay within the limits we set for API calls, and keep your app up to date with API changes. Use the API to develop and operate your app, not for anything else.
Play by the rules
Don’t monitor the API for benchmarking purposes. Use Ezpizee Checkout for payments and don’t divert to any other web checkout or payment processing (unless you have our permission). Don’t build apps intended to move merchants off of Ezpizee, remove Ezpizee branding, or attempt to substantially reproduce our products or services.
Don’t use the API for any purpose other than providing an application to merchants. And if you’re not sure where you stand, reach out to us.
Thank you for being a part of the Ezpizee Developer community.
“Application” or “App” means the software application, website, interface or any other means you use to access the Ezpizee API using the API Credentials, including a Private Application, Custom Application or a Public Application.
“API Client” means the unique Application configuration (including API Credentials) generated through the Partner Account.
“API Credentials” means the credentials that allow you to make authenticated requests to the Ezpizee API.
“Custom Application” means an Application that accesses the Ezpizee API via an API Client and is made available to a single Merchant.
“Customer” means any individual that visits or transacts via the Merchant Store.
“Customer Data” means information (including Personal Information) relating to a Customer, including order information, payment information, or account information.
“Developer” means an individual or entity that develops, owns or operates one or more Application(s) that accesses or uses the Ezpizee API.
“Merchant” means an individual or business that uses the Service to sell products or services.
“Merchant Agreement” means the agreement entered into between a Developer and the Merchant governing the Merchant’s use of the Developer’s services, including, if applicable, the installation and use of an Application.
“Merchant Data” means information (including Personal Information) relating to a Merchant or Merchant Store, including business, financial and product information and any Customer Data.
“Merchant Store” means the Merchant’s commerce presence hosted by Ezpizee, including their online store and Point of Sale (POS). For clarity, a Merchant may have more than one Merchant Store.
“Merchant Store Admin” means the password protected internal administration page of the Merchant Store.
“Partner” means an individual or entity that has agreed to the terms of the Ezpizee Partner Program Agreement or other written agreement with us relating to access to the Ezpizee API or participation in the Partner Program.
“Partner Account” means a Ezpizee Partner Program account.
“Partner Program” means the resources made available by Ezpizee to Partners. For the avoidance of doubt, the Partner Program includes the Channel Program, Experts Marketplace Program and Plus Partner Program, to the extent that Partner is invited to participate in those programs.
“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.
“Public Application” means an Application that accesses the Ezpizee API via an API Client and that is made available to Merchants either via a URL or through the Ezpizee App Store, and that is not a Custom Application.
“Private Application” means an Application that accesses the Ezpizee API via Private API Credentials and is made available to a single Merchant.
“Private API Credentials” means the API Credentials generated through the Merchant Store Admin that provide access via the Ezpizee API to the specific Merchant Store to which such credentials relate.
“Sensitive Personal Information“ means Personal Information that can reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, sexual orientation or sex life. Sensitive Personal Information also includes biometric data that can uniquely identify a natural person, payment information (including payment card or bank account numbers), and government identifiers that uniquely identify a natural person such as a social insurance number or passport number.
“Service” means the Ezpizee hosted commerce platform available via www.ezpizee.com and any associated websites, products or services offered by Ezpizee.
“Ezpizee API(s)” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, Updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by Ezpizee at https://www.ezpizee.com/en/support/docs/api.html or as otherwise provided to you.
“Ezpizee App Store” is where Merchants can view and install Apps on their Merchant Store, and is available through www.ezpizee.com/en/apps.html.
“Ezpizee Checkout“ means Ezpizee’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order. For clarity, Ezpizee Payment includes checkouts that occur through the Ezpizee Payment API.
“Ezpizee Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Ezpizee; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
“Ezpizee Trademarks” means the trademarks, logos, service marks and trade names of Ezpizee Inc. and any Ezpizee Related Entities, whether registered or unregistered, including the word mark ezpizee, Ezpizee, or EZPIZEE, and the “ez”, "Ez", or "EZ" and jellybeans design.
“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Ezpizee API.
2. Using the Ezpizee API
Access to the Ezpizee API.
- You may not use the Ezpizee API and may not accept the Terms if (a) you are not of legal age to form a binding contract with Ezpizee, or (b) you are a person barred from using or receiving the Ezpizee API under the applicable laws of the United States or the country in which you are resident or from which you use the Ezpizee API.
- If you are accessing or using the Ezpizee API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).
- Except in the case of Private API Credentials, in order to access and use the Ezpizee API, Developer must obtain an API Client by registering for a Partner Account and agreeing to and complying with the terms and conditions of the Partner Program Agreement or other written agreement with Ezpizee relating to Developer’s access to and use of the Ezpizee API and participation in the Partner Program.
- If you are accessing and using the Ezpizee API by Private API Credentials, you may only do so with the express authorization of the account owner for the applicable Merchant Store, and only for the purposes of providing your Application’s service to the Merchant to whom the Private API Credentials relate.
- Except as permitted herein, (A) you must keep the API Credentials and all login information for your Ezpizee Account and Partner Account secure, (B) you may not share the API Credentials with any third party, and (C) you will not access the Ezpizee API by any means other than the API Credentials you receive in accordance with Section 2.1.3 or 2.1.4 above. API Credentials are the exclusive property of Ezpizee, and your access to and use of API Credentials is in Ezpizee’s sole discretion.
- You are not permitted to use a service provider in connection with providing your Application’s service unless they sign an agreement with you to (A) protect any Merchant Data received from Ezpizee (that is at least as protective as Ezpizee’s terms and policies), (B) limit their use of Merchant Data solely for the purpose of providing their services to your Application (and not for their own purpose or any other purpose), and (C) keep the Merchant Data secure and confidential. You must ensure that any service provider complies with these Terms and any other applicable Ezpizee terms and policies, and you acknowledge and agree that any act or omission by a service provider amounting to a breach of these Terms will be deemed to be a breach by you. If requested, you will provide a list of your service providers to Ezpizee or the Merchant.
- Access to certain APIs or SDKs may require a separate written agreement between Developer and Ezpizee.
API License. Subject to the Terms, Ezpizee grants you a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Ezpizee API solely in connection with developing, implementing and distributing your Application that interoperates or integrates with the Service, and solely in the manner described in the Terms and in the technical documentation contained in the Ezpizee API.
API Restrictions. When using the Ezpizee API, you will (and will ensure that your employees, agents and service providers will):
- only use the Ezpizee API (including SDKs) to develop and distribute Applications or content for your use or a Merchant’s use with the Services;
- restrict disclosure of the API Credentials, or any part thereof, to your agents, employees, or services providers, who must require access to use, maintain, implement, correct or update your Application in accordance with the Terms, and who are subject to confidentiality obligations the same as or greater than those contained herein;
- not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Terms to any third party;
- not use or access the Ezpizee API or the Service in order to monitor the availability, performance, or functionality of the Ezpizee API, the Service or any portion thereof or for any similar benchmarking purposes;
- not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Ezpizee API;
- not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Ezpizee or any third party;
- not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
- not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Ezpizee API, Merchant Data, any Merchant Store, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
- not bypass Ezpizee API restrictions for any reason, including automating administrative functions of the Merchant Store Admin;
- not, except as authorized by Ezpizee in writing, substantially replicate products or services offered by Ezpizee or any Ezpizee Related Entity, including the Ezpizee API. Subject to the preceding sentence and the parties’ other rights and obligations under the Terms (including confidentiality obligations and any restrictions on use of Merchant Data), each party agrees that the other party may develop and publish Applications that are similar to or otherwise compete with such party’s Applications;
- not develop Applications that excessively burden the Ezpizee system, distribute spyware, adware or other commonly objectionable programs;
- not develop an Application whose primary purpose is to migrate Merchants off of Ezpizee;
- not access or use the Ezpizee API to develop or distribute the Application in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the Ezpizee Acceptable Use Policy;
- not request more than the minimum amount of data from a Ezpizee API needed by your Application to provide the Merchant the intended Application functionality, or any data outside any permissions granted by the Merchant;
- not falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application; and
- not include code in any Application which performs any operations not related to the services provided by the Application, whether or not Developer has obtained Merchant consent to do so, and whether or not the Application obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining.
automatically sync to the Merchant Store Admin the Customer Data set out below that is collected by the Application on the Merchant Store, and any updates to such data made by the Application on behalf of the Merchant (“Applicable Customer Data”). The Applicable Customer Data must be synced via the Ezpizee APIs Customer resource (REST). If a Partner is unable to sync Applicable Customer Data to the Merchant Store Admin using the Ezpizee APIs Customer resource, the Partner will meet this requirement by providing functionality that enables the Merchant to manually sync their Customer Data with the Merchant Store Admin.
In all cases, the types of Customer Data listed below only apply to data collected or updated by the App on behalf of Merchants with respect to individuals who visit or process a transaction on the merchant’s online store and POS.
This requirement (a) only applies to Public Applications, (b) applies to all Applicable Customer Data collected by the Public Application from the date that it is installed by the Merchant, and (c) does not apply to Sensitive Personal Information relating to Customers.
For more information, please refer to the developer documentation.
not use an alternative to Ezpizee Checkout for web checkout or payment processing, or register any transactions through the Ezpizee API, without Ezpizee’s express written authorization. This Section 2.3.18 only applies to Public Applications.
API Limits. Ezpizee may set and enforce limits on your use of the Ezpizee API (limiting the number of requests that you may make or the number of Merchants you may serve), in our sole discretion. You agree to, and will not attempt to circumvent such limitations, including those documented at https://www.ezpizee.com/en/support/docs/api.html. If you would like to use any Ezpizee API beyond these limits, you must obtain Ezpizee’s express written consent (and Ezpizee may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact us at https://www.ezpizee.com/en/support/contact.html.
Open Source Software. Some of the software packages, libraries, or components required by or included in the Ezpizee API are or may become licensed under an open source software license (“Open Source Components”). To the limited extent that the Open Source Component license expressly supersedes the Terms, your use, reproduction and distribution of any such Open Source Components is governed by the terms of the applicable open source software license and not this Section 2.5.
Feedback. If you provide any feedback (including identifying potential errors and improvements) to Ezpizee concerning the Ezpizee API or any aspects of the Service (“Feedback”), you hereby assign to Ezpizee all right, title, and interest in and to the Feedback, and Ezpizee is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Ezpizee API or the Service and to create other products and services. Ezpizee will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.
3. Changes to the Ezpizee API
Updates. Ezpizee reserves the right to require Developer to install or update any and all software to continue using the Ezpizee API and the Service. You acknowledge that Ezpizee may make Updates to the Ezpizee API from time to time, and at its sole discretion. You must implement and use the most current version of the Ezpizee API and to make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Ezpizee API. Your continued access or use of the Ezpizee API following an update or modification will constitute binding acceptance of the Update.
Access and Use. We may change or discontinue the availability of some or all of the Ezpizee API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the Ezpizee API. Your continued use of the Ezpizee API following a subsequent release will be deemed your acceptance of modifications.
Beta Services. From time to time, Ezpizee may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Ezpizee will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Ezpizee and subject to the confidentiality provisions in these Terms. Ezpizee makes no representations or warranties that the Beta Services will function. Ezpizee may discontinue the Beta Services at any time in its sole discretion. Ezpizee will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Ezpizee may change or not release a final or commercial version of a Beta Service in our sole discretion.
4. Proprietary Rights
The Service, the Ezpizee API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Ezpizee or Ezpizee Related Entities or otherwise related to the Service, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “Ezpizee Property”) will be and remain the sole and exclusive property of Ezpizee. To the extent, if any, that ownership of any Ezpizee Property does not automatically vest in Ezpizee by virtue of the Terms, or otherwise, and vests in Developer, Developer hereby transfers and assigns to Ezpizee, upon the creation thereof, all rights, title and interest Developer may have in and to such Ezpizee Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
Ezpizee does not acquire ownership in your Application, and by using the Ezpizee API, you do not acquire ownership of any rights in the Ezpizee APIs or the content that is accessed through the Ezpizee APIs.
5. Ezpizee Trademarks
Ezpizee hereby grants to Developer a limited, revocable, non-exclusive, non-sublicensable and non-transferable license during the term to display the Ezpizee Trademarks for the sole purpose of notifying Merchants that the Application is compatible with the Service. Developer acknowledges and agrees that: (i) it will use Ezpizee’s Trademarks only as permitted hereunder; (ii) it will use the Ezpizee Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Ezpizee in writing from time to time, including brand assets accessible from the Partner Program website and the Ezpizee brand guidelines; (iii) the Ezpizee Trademarks are and shall remain the sole property of Ezpizee; (iv) nothing in these Terms shall confer on Developer any right of ownership in the Ezpizee Trademarks and all use thereof by Developer shall inure to the benefit of Ezpizee; (v) Developer shall not, now or in the future, apply for or contest the validity of any Ezpizee Trademarks; and (vi) Developer shall not, now or in the future, apply for or use any term or mark confusingly similar to any Ezpizee Trademarks.
6. Privacy and Data Security
- Prior to Developer accessing a Merchant Store or any Merchant Data, the Merchant must grant Developer access (A) through a consent screen provided by Ezpizee at the time the Application is installed by a Merchant, or (B) to the Merchant’s Private API Credentials. Any other access to or use of a Merchant Store or Merchant Data by Developer is strictly prohibited and is a violation of the Terms.
- Developer will have in place and will present the Merchant with a Merchant Agreement that contains provisions at least as protective of Ezpizee as those in these Terms. Developer must inform Merchants in the Merchant Agreement that: (i) Developer is solely responsible for the Application; (ii) Ezpizee is not liable for any fault in the Application or any harm that may result from its installation or use; (iii) except where expressly stated by Ezpizee, Ezpizee cannot provide assistance with the installation or use of the Application; and (iv) Developer is solely responsible for any liability which may arise from a Merchant’s access to or use of the Application, including: (A) the development, use, marketing or distribution of or access to the Application, including support of the Application; or (B) Developer’s access, use, distribution or storage of Merchant Data.
If you access Merchant Data, you will (and will ensure that your employees, agents and service providers will):
- not share, sell, disclose or otherwise provide such information to any third party, except as provided for in the Terms;
- provide the Merchant (or where required by applicable law, the Customer) with access to a structured, commonly used, and machine readable copy of any Personal Information that you have that relates to such Merchant or Customer from whom you receive the request, and provide them with an opportunity to correct this information;
- not use information from Merchants or Customers for competitive benchmarking;
- not communicate with Customers directly or indirectly, provided however that Developer may contact Customers if the information is obtained from another source, such as from the Customers themselves, or if Developer has obtained consent to do so in the Merchant Agreement;
- ensure that you have obtained effective consent from the applicable individual, to the extent such consent is legally required, before you provide Ezpizee with information that you independently collected from them;
- not directly or indirectly transfer any data you receive from Ezpizee (including anonymous, aggregate or derived data) to any third party or any other Application you may own, except as necessary to provide your Application's services or if expressly authorized by the Merchant;
- not put Merchant Data or any other data you receive from Ezpizee in a search engine or directory, or include web search functionality on Ezpizee, except as necessary to provide your Application's services;
- promptly notify Ezpizee of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) within twenty-four (24) hours of becoming aware of such occurrence. Upon learning of the Data Breach, at your own cost, you will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Ezpizee, the Ezpizee Related Entities, Merchants or Customers; and (D) promptly answer questions from Ezpizee relating to the Data Breach, regularly communicate the progress of your investigation to Ezpizee and cooperate to provide Ezpizee with any additional requested information in a timely manner.
- You will, and will ensure that your employees, agents and service providers will, comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies, including: (i) the European Union General Data Protection Regulation (Regulation 2016/679); (ii) the ePrivacy Directive (Directive 2002/58/EC) or any local or European law implementing or replacing the same; (iii) the Canadian Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5); (iv) the Federal Trade Commission Act of 1914 (15 U.S.C. § 43); and (v) the Children’s Online Privacy Protection Act (15 U.S.C. § 6501-6505) or any regulations implemented pursuant thereto.
- You will only use the approved pixels, tags, or other forms of tracking technologies made available by Ezpizee in the Partner Account on the listing page for your Application in the Ezpizee App Store.
YOU AGREE THAT Ezpizee MAY MONITOR USE OF THE Ezpizee API TO ENSURE QUALITY, IMPROVE Ezpizee PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Ezpizee accessing and using your Application, for example to identify security issues that could affect Ezpizee or Merchants. You will not interfere with this monitoring. Ezpizee may use any technical means to overcome such interference. Ezpizee may suspend access to the Ezpizee API by you or your Application without notice if we reasonably believe that you are in violation of the Terms.
Your Application will be installed and run on your server or another server, but will not be run on Ezpizee’s servers. Your networks, operating system and software of your web servers, routers, databases, and computer systems (collectively, “Developer System”) must be properly configured to Internet industry standards so as to securely operate your Application and protect against unauthorized access to, disclosure or use of any information you receive from Ezpizee, including Merchant Data. If you do not completely control some aspect of the Developer System, you will use all influence that you have over the Developer System to do so. You must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
Ezpizee shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit Developer’s App, systems and records to confirm Developer’s compliance with the Terms, including without limitation Developer’s compliance with Ezpizee’s requests and requests from Merchants or Customers, as applicable, to delete Merchant Data obtained through the Ezpizee API or otherwise through our Services. If requested, you must provide us with proof that your Application complies with these Terms.
9. Disclaimer of Warranties
The Service and the Ezpizee API are provided “as-is”. Ezpizee makes no warranties hereunder, and Ezpizee expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, Ezpizee further disclaims all representations and warranties, express or implied, that the Service or the Ezpizee API satisfies all of your or a Merchant’s requirements or will be uninterrupted, error-free or free from harmful components.
10. Limitation of Liability
Ezpizee shall have no liability with respect to the Terms, the Ezpizee API, the Services or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Terms, the Services or the Ezpizee API, even if Ezpizee has been advised of the possibility of such damages. In any event, Ezpizee’s liability to you under the Terms for any reason will be limited to $100 USD. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
The relationship between a Merchant and a Developer is strictly between the Merchant and the Developer, and Ezpizee is not obligated to intervene in any dispute arising between the Merchant and the Developer. Under no circumstances shall Ezpizee be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Developer’s relationship with any Merchant. These limitations shall apply even if Ezpizee has been advised of the possibility of such damages.
The foregoing limitations shall apply to the fullest extent permitted by applicable law.
You agree to indemnify, defend and hold harmless Ezpizee and any Ezpizee Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under the Terms; (b) your gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Ezpizee and Ezpizee Related Entities granted by you to any Merchant or other third party; (d) your access to or use of the Ezpizee API; (e) your breach of a Merchant Agreement; (f) any third party claim that your products or services, including any Application, infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the your products or services, including any Application; (h) your relationship with any Merchant; and (i) a Data Breach.
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Developer with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under the Terms. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Developer shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Developer will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
In the event of any breach or threatened breach by Developer of any provision of Sections 2 (Using the Ezpizee API), 4 (Proprietary Rights), 6 (Privacy and Data Security), 7 (Security) or 12 (Confidentiality), in addition to all other rights and remedies available to Ezpizee under the Terms and under applicable law, Ezpizee shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate Developer’s rights under these Terms, (c) receive a prompt refund of any amounts paid to Developer hereunder, and (d) be indemnified for any losses, damages or liability incurred by Ezpizee in connection with such violation, in accordance with the provisions of this Section 11.
The parties acknowledge that a party (the “Receiving Party”) may receive confidential or proprietary information relating to the other party (the “Disclosing Party”) which is either identified as confidential at the time of disclosure, or should reasonably be recognized by the Receiving Party as confidential under the circumstances, whether or not marked as confidential or proprietary (collectively, "Confidential Information"). For the avoidance of doubt, the Ezpizee API and API Credentials are deemed to be Ezpizee’s Confidential Information. Confidential Information shall not include any information that the Receiving Party can establish: (a) was generally available to the public (or becomes so) without the fault or negligence of the Receiving Party, (b) was known by or in the possession of the Receiving Party before receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, and without breaching any provisions of the Terms; or (d) is rightly obtained by the Receiving Party from a third party without a duty of confidentiality.
A Receiving Party will use Confidential Information solely as necessary to perform its obligations under the Terms and in accordance with any other obligations in the Terms including this Section 12. A Receiving Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but in any event no less than reasonable care, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and service providers who, in each case, must have access to such Confidential Information to perform the Receiving Party’s obligations under the Terms and who are each subject to obligations of confidentiality that are at least as stringent as those contained in the Terms or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in the Terms, provided that, if legally permitted, the Receiving Party shall give the Disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. To the extent legally permitted, the Receiving Party will consult and cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and will otherwise only disclose that portion of the Confidential Information that is required to be disclosed. The Receiving Party is liable for its affiliates’, employees’, service providers’ and agents’ compliance with the terms of this Section 12. Upon request, all copies and excerpts of Confidential Information will be securely erased or destroyed, except any archived copies, which will remain subject to these confidentiality provisions.
Termination. Access to the Ezpizee API may be terminated or suspended by Ezpizee at any time and at Ezpizee’s sole discretion. Without limiting the foregoing, Ezpizee may terminate your right to use the Ezpizee API if you breach the Terms or any documents incorporated by reference in the Terms (including the Acceptable Use Policy). Termination or suspension of Developer’s access to the Ezpizee API may negatively affect Merchants who use Developer’s Application, and Developer is responsible to ensure that all Merchants who access or use Developer’s Application are aware of this risk.
Consequences of Termination. Upon termination of the Terms: (a) each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information); (b) Developer shall immediately cease displaying any Ezpizee Trademarks on any website or otherwise; and (c) all rights granted to Developer hereunder will immediately cease, including the right of Developer to access and use the Ezpizee API.
Independent Contractors. The parties to the Terms are independent contractors. Neither party is an agent, representative or related entity of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party. The Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
Non-Exclusivity. Nothing in the Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to the Terms. The Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under the Terms by doing so, including any confidentiality obligations.
No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms or to exercise any right under the Terms shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving party.
Entire Agreement. These Terms, including all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of the Terms).
Assignment. All the terms and provisions of the Terms shall be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. Ezpizee shall be permitted to assign these Terms without notice to or consent from Developer. Developer shall have no right to assign or otherwise transfer the Terms, or any of its rights or obligations hereunder, to any third party without Ezpizee’s prior written consent, to be given or withheld in Ezpizee’s sole discretion.
Applicable Laws. The Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms.
Patent Non-Assertion. Developer and its affiliates covenant not to assert patent infringement claims against Ezpizee, Ezpizee Related Entities, or Ezpizee products and services including the Ezpizee API.
Competitive or Similar Materials. Ezpizee is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Developer’s products or services, including any Application, regardless of their similarity to Developer’s products or services, provided that Ezpizee does not use Developer’s Confidential Information in so doing.
Surviving Provisions. This Section 14.10 and the following articles shall survive any termination or expiration of the Terms: Section 1 (Definitions), Section 4 (Proprietary Rights), Section 6 (Privacy and Data Security), Section 8 (Audit Rights), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Confidentiality) and Section 14 (General). In addition, any provisions of the Terms that by their nature are intended to survive, will survive termination.
Saint-Hubert, QC J3Y 7Z5