This License Agreement governs your use of Licensed Content and Symbols, API licensed to you pursuant to the terms hereto, and any accompanying or related documentation, source code, executable applications and other materials Vocally determines to provide to you in the development or operation of your website and / or mobile application (“Developer Platform”).
Creation of Account
Grant of License
- License to Content: That subject to the terms and conditions of this License Agreement and the License Content Usage Guidelines, Vocally hereby grants you a non-transferable, non-exclusive, revocable, non-sublicensable, royalty-free right and license to
(a) use, perform and display (publicly or otherwise) the Licensed Content in your applications (the “Developer Application”) on the Developer Platform, And
(b) allow users of the Developer Platform (“Users”) to access the Licensed Content using the Developer Applications on the Developer Platform.
- Licensed Content: That licensed Content shall include such restaurant information as may be provided by Vocally at its sole discretion from time to time. The Licensed Content shall be shared with you on a real time basis and you will be permitted to make a maximum of thousand (1000) calls to the API per day to access the Licensed Content. Vocally hereby reserves the right to modify, change, or delete any of the Licensed Content and API, including but not limited to alter, modify, change or delete the terms of this License Agreement, from time to time, at its sole discretion. Further, any modification, change or deletion made by Vocally to the Licensed Content, API or this License Agreement shall be applicable to you. If you do not wish to be bound to any new modification introduced by Vocally to the Licensed Content, API or this License Agreement, you must terminate this License Agreement be ceasing to use the API and Licensed Content within 10 (ten) days from such modification.
- Attribution: That all content pages which contain Licensed Content will have a ‘Powered By Vocally’ attribution as described in the Trademark Use Guidelines. Each website content page will have a do-follow link to www.Vocally.com, which link will open www.Vocally.com in a new window. Each mobile app content page will have a link to open the Vocally mobile app or, if the Vocally app is not installed, to the mobile device’s app store (e.g., Google Play or Apple’s App Store)
- License to use Vocally Symbols: That subject to the terms of this License Agreement, Vocally hereby grants you a non-transferable, non-exclusive, revocable, non-sublicensable, royalty-free license to use, reproduce and display Vocally’s name, tradeSymbols, service Symbols and logos identified as set out in the License Content Usage Guidelines (collectively, “Symbols”), solely for purposes of performing your obligations or exercising your rights under this License Agreement and strictly in accordance with the License Content Usage Guidelines.
Obligations of Developer
- Developer Platform: That you are responsible for all costs and expenses related to the Developer Application, the Developer Platform, and the integration of the API and/ or the Licensed Content (as applicable) therein.
- Credentials: That you will be provided with the API credentials, which will be in the form of a secure electronic key provided by Vocally. You shall not share API key with any third party and shall keep the API key safe and secure. You shall only use the API key for the Developer Applications. Vocally reserves the right to (a) issue new API keys to you from time to time; and (b) suspend your API key at its sole discretion. In the event you are unable to access the API with your existing API key, please contact Vocally at api@Vocally.com.
- Reporting: That you will immediately report any security flaws in the API or the Licensed Content or infringement of Symbols, and any actual or suspected unauthorized access to the API.
- No Modification of Licensed Content: That you shall not modify or edit Licensed Content except for formatting changes solely for the purpose of integrating the Licensed Content into the Developer Application, provided that such modification shall not adversely affect the attribution required.
- Privacy: That you shall not violate the privacy rights of any individual or entity.
- No Interference or Reverse Engineering: That you won’t attempt to
(a) copy, rent, lease, sell, transfer, assign, sublicense, interfere with, modify or disable any features, functionality or security controls of the API and Licensed Content,
(b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Content or Symbols, or
(c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the API.
Data received from Vocally:
- That under this License Agreement, you will be provided with the Licensed Content through the API key provided by Vocally.
- That you shall not create or disclose metrics about, or perform any statistical analysis of, the Licensed Content. You shall not disclose any such metrics or analyses related to or connected with the Licensed Content to any third party, during the validity of this Licensed Agreement and for a further period of 3 years following termination of this API Agreement.
- That you cannot cache or store, record, pre-fetch or otherwise store any portion of the Licensed Content or undertake any bulk download operations.
- That you will not directly or indirectly transfer any data received from Vocally to any third party and shall limit access to your employees and contractors with a need to know such information in performance of their duties;
- That you shall not use the Licensed Content on your Developer Platform and/or Developer Application to
(a) create/ generate additional data or
(b) provide any functionality whereby you or any third party is able to generate additional data using the Licensed Content.
- That you shall not, directly or indirectly, create enhancements, derivatives, teaser content in all media, mediums, and formats (including, without limitation, all languages), to the Licensed Content.
- That you shall not, directly or indirectly, sell, misuse or abuse the Licensed Content received by you through the API key.
- That you shall not comingle the Licensed Content with third party content. Further, you shall not display Licensed Content and Symbols along with content that under law are considered to be unlawful, blasphemous, derogatory, objectionable, against public policy and derogatory or detrimental to Vocally’s reputation.
- That in the event that you stop using the Licensed Content or if this License Agreement is terminated, you must delete all Licensed Content you have received from Vocally or through use of the API and Vocally reserves the right to deactivate the API key provided to you.
- That Vocally may require you to inter alia promptly delete and remove all calls to the API made by you including but not limited to any data received from the API and cease all use of the Symbols if you violate the terms and conditions of this License Agreement or any other conditions that Vocally may in the future make applicable to you with regard to the API, the Licensed Content or the Symbols.
Recognition of Absolute Ownership
That Vocally shall own and retain all right, title and interest to all the Licensed Content and enhancement thereof, the Symbols, the API, and all content displayed on Vocally’s website (except the Developer Application and the Developer Platform) and you hereby recognize and acknowledge such ownership by Vocally. Vocally shall also own all right, title and interest in and to all reviews, photographs, and other user-generated content posted by Users with respect to establishments included in the Licensed Content, all derivative works based upon any of Vocally’s intellectual property and Licensed Content, including any and all intellectual property rights in such user-generated content and in such derivative works; provided, however, that you shall own your confidential information on your website pages, metrics, and internal reporting (including metrics generated on the Developer Platform, even if it is generated on the basis of data that is provided to you by Vocally). To the extent applicable, Vocally shall be deemed to be the "author" of all such derivative works and all such derivative works will constitute "works made for hire" under the Copyright Act, 1957, Section 17 and any other applicable copyright law. You hereby waive any and all moral rights (including rights of integrity and attribution) in and to such derivative works. To the extent that any of such derivative works does not constitute a work made for hire, you hereby assign to Vocally all right, title and interest that you may have or may hereafter acquire in all such derivative works, including all intellectual property rights therein. At Vocally’s expense, you shall execute all documents and take all actions necessary for Vocally to document, obtain, maintain or assign its rights to such derivative works. All such materials will be deemed to be the confidential, proprietary and trade secret information of Vocally.
Developer Obligations and Protection of Information and Access Key
In the event of any breach of this License Agreement (including without limitation the confidentiality provisions herein) or unauthorized use of the API and/ or Licensed Content is committed by you and your authorized personnel or others with access to the API key or Licensed Content through you, you shall be liable for such breach or disclosure.
- That “Confidential Information” means any confidential and/or proprietary information of Vocally or any of its affiliates disclosed to you, and/or obtained by you through Vocally under this License Agreement, either directly or indirectly, in writing or orally and whether or not in tangible or fungible form. Notwithstanding the foregoing, it is clarified that Confidential Information does not include any information which you can demonstrate by reasonable evidence:
a) is generally known to, and available for use by, the public other than as a result of the breach of this License Agreement or a breach of another obligation to Vocally of which you are aware;
b) was known to you at the time of receipt of such information from Vocally without obligation of confidentiality to Vocally or any third party; or
c) is disclosed to you on a non-confidential basis by a third party; provided, that such third party is not, to your knowledge after due inquiry, bound by an obligation of confidentiality to Vocally or any of its affiliates with respect to such confidential information.
- That you shall restrict all access to Confidential Information to your authorised personnel on strict a “need to know” basis and apprise them of the confidentiality requirements. This obligation shall survive the termination of this License Agreement for a period of 5 (five) years. Nothing in the Clause (Confidentiality) will prevent you from disclosing Confidential Information where it is required to be disclosed by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceeding or claim or otherwise by applicable law (provided, however, that you use reasonable efforts to provide notice of such disclosure to Vocally and the opportunity for Vocally to seek a protective order to guard the confidentiality of the disclosed confidential information).
- That during the validity of this License Agreement and for a period of 2 (two) years following expiration or termination hereof, you will not directly or indirectly make or publish any statement or do anything which might reasonably be expected to damage the reputation or any other business interests of Vocally.
Vocally Use of Developers Trademark
- That you hereby grant to Vocally a nonexclusive, royalty-free, license during the validity of this License Agreement, to use your name and trademark solely to promote and advertise the relationship between Vocally and you pursuant to this License Agreement. You understand and agree that Vocally has no obligation
(a) to use your name or trademark or
(b) to promote you or its services.
- That this License Agreement is on a “principal to principal” basis and the Parties are independent of each other and nothing contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto or between Vocally and you and if applicable your representatives and employees or between you and the representatives and employees of Vocally or to provide either of the Parties with any right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party.
- That you will indemnify and hold harmless Vocally, its affiliates and network partners, and any of their respective officers, directors, employees and agents from and against any claims, costs, charges, damages, losses and expenses (including reasonable attorneys and consultants fees and expenses) with respect to any third party claim relating to or arising out of:
(a) your use of any Licensed Content in a manner inconsistent with the terms of this License Agreement;
(b) your breach of this License Agreement,
(c) breach of any applicable laws, regulations, or ordinances;
(d) the Developer Platform or
(e) the Developer Applications. Vocally will:
(i) promptly notify you of such claim (provided, however, that a failure to provide such notice shall not limit your indemnification obligation hereunder except to the extent that you are materially prejudiced thereby) and permit you to participate in the defense of any such claim at its expense, with counsel reasonably acceptable to Vocally.
- Limitation of Liability: That in addition to your liability for breach of the terms of this agreement you shall be liable for breaches of confidentiality, your use of the licensed content, in a manner inconsistent with the terms of this license agreement. Neither party will be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to damages for lost data, lost profits, lost revenue or costs of procurement of substitute goods or services, however caused and under any theory of liability, including but not limited to contract or tort (including product liability, strict liability and negligence), and whether or not such party was or should have been aware or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated herein. The Parties agree that the mutual agreements made in this Section reflect a reasonable allocation of risk. Any claim arising out of or relating to this License Agreement must be brought by the later of 2 (two) years following the occurrence of the event giving rise to such claim or 1 (one) year following discovery of such claim.
That Vocally reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice or liability, to change, suspend or discontinue the API, Licensed Content and/or suspend or terminate your rights under this Licensed Agreement to access, use and/or display (as applicable) the API, and/or any Licensed Content.
- That any termination of this License Agreement shall also terminate the licenses granted hereunder. Upon termination of this License Agreement for any reason, you will promptly stop all calls to the API and stop using, and either return to Vocally or destroy and remove, all copies of the Licensed Content, Symbols, API Key and any Confidential Information in your possession. Upon such termination or early expiration, Vocally reserves the right to suspend the API key without notice to you.
- That notwithstanding the above, the provisions of this License Agreement regarding confidentiality and indemnification and all obligations of Parties arising prior to the expiration or termination of this License Agreement shall survive the expiration or termination of this License Agreement.
Governing Law and Jurisdiction
The validity, construction and performance of this License Agreement shall be governed by, and construed and enforced in accordance with, the laws of India. Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this agreement or the validity or the breach thereof shall be settled by arbitration in accordance with the Rules of the Indian Council of Arbitration and the award made in pursuance thereof shall be binding on the parties.
That Vocally makes no representation or warranty with respect to the vocally site, the API, the licensed content and vocally expressly disclaims any and all warranties, whether express, implied or statutory, with respect to vocally, the vocally site, the API, the licensed content, and the symbols, including without limitation any implied warranty of merchantability, infringement or fitness for a particular purpose, or any implied warranty arising from course of performance, course of dealing or usage of trade. Vocally does not warrant that use of the API will be uninterrupted or error-free.
Any delay in or failure of performance by Vocally under this License Agreement will not be considered a breach of this License Agreement and will be excused to the extent caused by any occurrence beyond its reasonable control, including, but not limited to, acts of God, power outages, failures of the Internet, failures of banking or any other unforeseeable event.
That you and Vocally will each comply with all laws, rules and regulations, if any, applicable in connection the performance of their respective obligations under this License Agreement.
- That if any covenant or provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such covenant or provision will be interpreted so as to best accomplish its intended objectives and shall be enforced as so modified, and the remaining covenants and provisions will remain in full force and effect. The invalidity or unenforceability of any such covenant or provision in one jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
- That this License Agreement may be amended by Vocally, at its sole discretion from time to time and shall be applicable to your usage of the Licensed Content under this Agreement.
- That all restrictive covenants contained in this License Agreement shall survive the termination of this License Agreement.
- That the Parties agree that any material breach of the provisions this License Agreement shall cause irreparable harm to Vocally, for which monetary damages would not be an adequate remedy, and shall be the basis for specific performance or injunctive relief (without any requirement to post bond).
- That the parties agree that Vocally may assign any of its rights or transfer by novation any of its rights and obligations under this License Agreement to any of its affiliates or to any acquirer of substantially all of its business without notice to You or Your consent. You may not assign your rights and obligations under this License Agreement without the prior written consent of Vocally, which consent shall be at the discretion of Vocally and may also be subject to conditions as deemed appropriate by Vocally.
- That the failure to require performance of any provision will not affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself or of any subsequent breach of such provision.
- That this License Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof.
- That nothing in this License Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this License Agreement on any persons other than the parties to it and their respective successors and permitted assigns, nor is anything in this License Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this License Agreement, nor shall any provisions give any third persons any right of subrogation or action over and against any party to this License Agreement.
- That a party will not be bound to comply with any provisions of this License Agreement if such compliance would be in contravention or contradictory to applicable law. In such a circumstance such party will inform the other immediately and take necessary steps to comply with applicable law.
- That should you have any question with regard to this License Agreement or would like to report any violations of this License Agreement, please contact Info@v4ltechnologies.com.