Application Developer and API Agreement

Last updated: 24 June 2023

Ordermentum provides a digital commerce platform to help suppliers of food, beverage, packaging and more and hospitality venues and other retail outlets trade smarter and more sustainably.   We allow certain partners who also support our Suppliers or Venues to access or use our Ordermentum Pty Ltd REST API and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by Ordermentum (together the "API") with the consent of those Suppliers or Venues and for the purpose of helping those Suppliers and Venues trade smarter through the Services and other software they use in their business.

By accessing or using the API, you agree to be bound by this agreement and comply with the following terms and conditions ("Terms"), our general Terms of Use and our  Privacy Policy.  Terms defined in our Terms of Use and our Privacy Policy have the same meaning in this agreement.  If you are entering into this agreement on behalf of a company, organisation or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to Ordermentum that you have the authority to bind such Entity and its Affiliates to this agreement, in which case the terms “Licensee”, “you”, “your” or a related capitalised term herein shall refer to such Entity and its Affiliates.

1. Acceptance of Terms: These Terms constitute a legal agreement between you and Ordermentum Pty Ltd ("Ordermentum"). You acknowledge and agree that by accessing or using the API, you have read, understood, and accept to be bound by these Terms. If you do not agree with these Terms, you must not access or use the API.
2. License: Ordermentum grants you a non-exclusive, non-transferable, non-sub-licensable, revocable license to access and use the API solely for the purpose of developing, integrating, and operating your software applications or services ("Application"). This license is subject to compliance with these Terms.  
3. API Usage: 
1. You agree to use the API in accordance with any documentation, guidelines, or instructions provided by Ordermentum. 
2. You are responsible for obtaining any necessary permissions, consents, or licenses required for using and distributing Your Application.  
3. You must comply with any restrictions set out in our general Terms of Use and our  Privacy Policy.  
4. In using the API, your Applications, must not substantially replicate products or services offered by Ordermentum (including integration with any marketplace), or repackage or resell the Services, API, or Data.

• You shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Service or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organisational form from the Services or the API.

1. Representations: To the extent your Applications transmit Data outside a Service, you represent and warrant that you have notified all users of such Applications that their Data will be transmitted outside the Service and that Ordermentum is not responsible for the privacy, security or integrity of such Data. Licensee further represents and warrants that to the extent your Applications store, process or transmit Data, neither you nor your Application will, without appropriate prior user consent or except to the extent required by applicable law (a) modify the content of Data in a manner that adversely affects the integrity of Data; (b) disclose Data to any third party; or (c) use Data for any purpose other than providing the Application functionality to users of such Application. You shall maintain and handle all Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all Data and all applicable privacy laws and regulations, and in no event less protective than the measures and policies set forth in the Privacy Policy and Ordermentum’s Terms of Use.
2. Intellectual Property: All intellectual property rights, including copyrights, trademarks, and patents, related to the API and any associated documentation remain the property of Ordermentum Pty Ltd or its licensors. These Terms do not grant you any ownership rights to the API or its intellectual property.
3. Feedback: You grant Ordermentum a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into any of Ordermentum’s products or services any suggestions, enhancement requests, recommendations or other feedback you give us.
4. Data Privacy: You understand and acknowledge that your use of the API may involve the transmission and processing of data. You are solely responsible for complying with all applicable data protection laws and regulations governing collecting, using, and disclosing any personal or sensitive information obtained through the API.
5. Confidential Information: You may from time to time, gain access to Confidential Information. You may use Confidential Information only to the extent necessary to exercise your rights under this Agreement. Subject to the express permissions in these Terms, you may not disclose Confidential Information to a third party without the prior express consent of Ordermentum or the relevant Supplier or Venue, provided in writing or by email. Without limiting any of your other obligations under this Agreement, you must protect Confidential Information from unauthorised use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
6. Security and Access: You must take appropriate security measures to protect your access credentials and prevent unauthorised access to the API. You are solely responsible for any activity using your access credentials, and you agree to promptly notify Ordermentum Pty Ltd of any unauthorised use or breach of security.
7. Suspension or Termination: Ordermentum Pty Ltd reserves the right to suspend or terminate your access to the API at any time and for any reason without prior notice. You agree that Ordermentum Pty Ltd shall not be liable to you or any third party for any suspension or termination of access to the API.
8. Limitation of Liability: You are solely responsible, and Ordermentum has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of your Applications.  Ordermentum Pty Ltd shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with your use of the API, even if Ordermentum Pty Ltd has been advised of the possibility of such damages. Your use of the API is at your own risk.  This agreement does not entitle you to any technical assistance or support for the Services or API.
9. Modification of Terms: Ordermentum Pty Ltd reserves the right to modify these Terms, the API and any associated documentation at any time without prior notice. Your continued use of the API after any modifications indicates your acceptance of the modified Terms. It is your responsibility to review the Terms periodically.
10. Fees: Ordermentum reserves the right to charge you fees for accessing the API and for any Applications it sells that use the API or Data.  Ordermentum may introduce or make changes to the fees upon 30 days’ notice to the Licensee.
11. Ownership: Subject to the limited licenses expressly provided in this agreement, nothing in this agreement transfers or assigns to Ordermentum any of your intellectual property rights in your Applications, and nothing in this agreement transfers or assigns to you any of Ordermentum’s intellectual property rights in the Services, the API or Ordermentum’s other technology or the respective intellectual property rights in any Data of Ordermentum or its Suppliers, Venues or Users.
12. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of NSW, Australia. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of NSW, Australia.
13. Entire Agreement: These Terms constitute the entire agreement between you and Ordermentum concerning the API and supersede any prior or contemporaneous agreements, communications, or understandings, whether oral or written, relating to the API.

If you have any questions or concerns regarding these Terms, please contact us at info@ordermentum.com.