API DEVELOPER TERMS AND CONDITIONS

THE TERMS AND CONDITIONS CONTAINED HEREIN (THESE “TERMS”) GOVERN YOUR USE OF THE BRINGG API (AS DEFINED BELOW) MADE AVAILABLE FOR YOUR USE BY BRINGG DELIVERY TECHNOLOGIES LTD. AND/OR ITS AFFILIATES (COLLECTIVELY, “BRINGG”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE BRINGG API. BY USING THE BRINGG API, YOU ARE IRREVOCABLY CONSENTING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE REFRAIN FROM USING THE BRINGG API.

YOUR CONSENT TO BE BOUND BY THESE TERMS IS BOTH ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT, AND THE TERM “YOU” AS USED HEREIN WILL BE DEEMED TO REFER TO BOTH YOU AND YOUR EMPLOYER, JOINTLY AND SEVERALLY. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE USING OR SUBSCRIBING TO THE SERVICES BY OR ON BEHALF OF A CORPORATE ENTITY, ORGANIZATION OR ANY OTHER THIRD PARTY ENTITY, YOU REPRESENT AND WARRANT TO BRINGG THAT: (A) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; (B) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS LICENSE ON BEHALF OF SUCH ENTITY; AND (C) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Use of Bringg API

   Subject to your compliance with these Terms, Bringg grants you a non-exclusive, non-transferable, non-sublicensable right and license to access and use its and/or its affiliates’ proprietary application program interface, software development kit (“SDK”) or other development tools,  that are downloaded by you from http://developers.bringg.com and/or https://zenkraft.com/docs/api (the “Developer Sites”) and any other materials or information downloaded from or made available to you by the Developer Sites (collectively, the “Bringg API”), during the term of these Terms, for development of certain software or applications which are designed to access or communicate with certain products or services used by Bringg or provided by Bringg to its customers and end users (the “Compatible Applications” and the “Bringg Services”, respectively), as further detailed at the Developer Sites and solely for the purposes described therein from time to time.

2. Other Rights and Limitations

   You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the software underlying the Bringg API or the Bringg Services (the “Software”), or extract or attempt to extract source code from the object code of the Software. You may not make any commercial use of the Bringg API, Bringg Services or the Software, whether or not for consideration, other than for your own internal business purposes. You may not modify or alter the information obtained by you via the Bringg API.

3. Additional Terms

   Where you have entered into additional terms and conditions and/or agreement with Bringg (the “Additional Terms”), in Your capacity as Bringg’s customer or as Bringg’s partner, Your use of the Bringg API is further subject to the applicable Additional Terms entered between you and Bringg. Notwithstanding anything set forth in the Additional Terms, in the event of any conflict between the provisions, terms or conditions hereof and those of the Additional Terms, the provisions, terms or conditions of the Additional Terms shall govern and control.

4. Display Requirements for SDK

   Where you are downloading and using the SDK, You must at all times during which any output of the Bringg API is displayed via the Compatible Applications, ensure (a) that the display screen includes the words “powered by Bringg” in a legible and visible font, without the need for the user to scroll down, and (b) that all Bringg icons included in the Bringg API output that is being displayed are included and displayed to the user in the manner provided by Bringg. Any deviation from the foregoing requirements requires the express prior written approval of Bringg and may be subject to additional fees.

5. Developer Account and Developer Key for self-onboarding

   Before using the Bringg API when you self-onboard, you will be required to create a developer account (the “Developer Account”). The Developer Account allows your access to the Bringg API and certain other administrative functions in relation thereto. You will be provided with a unique, personal developer key upon creation of your Developer Account, which provides you access to the services offered by the Bringg API (the “Developer Key”). You may only access the services offered by the Bringg API through your Development Key. When you create a Developer Account you may be required to insert certain details such as your email address, user name, password, telephone number, address etc. Each of the Developer Account and the Developer Key is personal and is not transferable. By creating an account, you represent and warrant to Bringg that you have provided accurate, complete and updated account information. Failure to do so shall constitute a breach of these Terms which may result, inter alia, in immediate termination of these Terms and your access and use of the Bringg API. You are responsible for maintaining the confidentiality of your Developer Key, Developer Account, and username and password, and you agree to accept responsibility for all activities that occur under your account. The Developer Key and Developer Account username and password are personal to you and may not be transferred or disclosed to any other person or entity.

6. Compliance

   You agree to provide Bringg with access to your Compatible Applications as may be reasonably requested by Bringg in order to monitor your compliance with these Terms.

7. Usage Limitations

   Bringg may limit the amount of calls the Bringg API may make during a particular time period or the amount or size of information you may access via the Bringg API as Bringg deems appropriate in its sole discretion.

8. Confidential Information

   You shall not disclose to third parties nor use for any purpose other than for the proper use of the Bringg API any Confidential Information received from Bringg in whatever form under these Terms or in connection with the Bringg API without the prior written permission of Bringg. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to Bringg’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. You shall limit access to Confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the Bringg API under these Terms. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. You shall be responsible for any breach of these Terms by any of your personnel. You shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as you exercise in protecting your own proprietary information. The aforementioned limitations shall not apply to Confidential Information which the you can demonstrate: (i) was in your possession prior to disclosure hereunder provided that, immediately upon disclosure, you have brought this fact to the attention of Bringg; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that you shall use your best efforts to maintain the confidentiality of the Confidential Information.

9. Proprietary Rights

   You acknowledge and agree that all right, title and interest in and to the Bringg API, all information obtained by you from the use of the Bringg API and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, NRE, customization and integration work product, customer feedback, suggestions and white-label branded applications, are and shall remain the sole and exclusive property of Bringg and its licensors. These Terms and the rights granted hereunder do not convey to you any interest in or to the Bringg API, all information obtained by you from the use of the Bringg API or the Software. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Software or Services or any material provided by Bringg.

10. Privacy Policy

    Bringg’s current Privacy Policy is available at https://www.bringg.com/privacy-policy/ and is incorporated herein by reference. Bringg may change its Privacy Policy from time to time and such changes are effective as set forth in the Privacy Policy. Any Compatible Application provided to by you will reference, and include a hyperlink to, Bringg’s privacy policy and will state that all information collected by Bringg regarding the Compatible Application’s users is subject to Bringg’s privacy policy, as in effect from time to time. 

11. Use Restrictions

    The following restrictions apply to your use of the Bringg API. Failure to comply with such restrictions will constitute a breach of these Terms: (a) you may not actually or seek to interfere with or disrupt the operation of the Bringg Services; (b) you may not actually or seek to interfere with or violate other users’ rights to privacy and other rights, or harvest or collect data and information about users without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the Bringg Services applications, websites, servers or databases and/or retrieve index and/or data-mine information; (c) you may not actually or seek to impersonate any person or entity or provide false or misleading personal information; (d) you may not knowingly transmit or otherwise make available through or in connection with the Bringg Services or Bringg API any virus, “worm”, “Trojan Horse”, “time bomb”, “web bug”, spyware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (e) you may not use the Bringg Services or Bringg API for any illegal, unlawful or unauthorized purposes; (f) you may not access the Bringg Services or Bringg API in order to build a competitive product or service.

12. Disclaimer and Limited Warranty

    BRINGG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, PERFORMANCE, ACCURACY, RELIABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BRINGG PROVIDES THE BRINGG API AND BRINGG SERVICES ON AN “AS IS” BASIS. WITHOUT LIMITING THE ABOVE, BRINGG DOES NOT WARRANT THAT THE BRINGG API WILL BE ERROR FREE OR AVAILABLE WITHOUT INTERRUPTION OR BUGS. BRINGG OR ITS AFFILIATES, EMPLOYEES, DIRECTORS OR OFFICERS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER SIMILAR DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE BRINGG API IS MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO YOU AND, AS SUCH, YOU AGREE THAT THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES.

13. Indemnification

    Without derogating from any applicable law, you agree to indemnify and hold harmless Bringg and its employees, officers, directors and agents, from and against all losses, claims, expenses, costs, liabilities and demands resulting from or in connection with (a) your use of the Bringg API that is not in accordance with these Terms, any applicable Additional Terms, and Bringg’s documentation and instructions, or (b) your development, use, operation or distribution of any Compatible Applications in violation of the rights of any third party, including the infringement or breach by the Compatible Applications of the intellectual property rights of any third party. You will be solely responsible for defending any such claim against Bringg, subject to Bringg’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all of the above claims against Bringg, provided that you will not agree to any settlement that imposes any obligation or liability on Bringg without Bringg’s prior express written consent.

14. Limitation of Liability

    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BRINGG’S CUMULATIVE LIABILITY TO YOU AND ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS AND/OR USE OF THE BRINGG API SHALL NOT EXCEED 1 US DOLLAR. Some States may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply.

15. Allocation of Risks

    The limited warranties, warranty disclaimers, exclusive remedies and limited liability provisions set forth herein are fundamental elements of these Terms and the Bringg API provided hereunder, and allocate risk under these Terms between you and Bringg.

16. Governing Law and Jurisdiction

    These Terms shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent courts of Tel Aviv-Jaffa shall have sole and exclusive jurisdiction over any dispute under these Terms or otherwise related to the Bringg API.

17. Assignment

    You may not assign, sublicense or make available to any other person or entity, these Terms, or any rights or obligation hereunder, or the use of the Bringg API or any part thereof, without the prior written consent of Bringg, and any attempt by you to so assign, sublicense or make available shall be deemed null and void. 

18. Modification or Amendment

    Bringg may add features or functionality or improve or change or modify or alter the Bringg API at any time at its sole discretion. In addition, Bringg may modify or amend these Terms at any time, with or without notice to you by posting a copy of the modified or amended Terms on its website. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the Bringg API following the date in which the modified or amended Terms are posted to Bringg’s website. 

19. Miscellaneous

    Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give maximum effect to the intention of the void or unenforceable term. These Terms together with the Privacy Policy, and any general terms of service posted on Bringg’s website represents the entire agreement between you and Bringg with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Titles used in these Terms are for purposes of convenience of reference only and shall not be considered in constructing these Terms. All notices to be sent to you by Bringg under these Terms or for any purpose relating to these Terms will be sent to the email address you provided when opening the Developer Account, and all notices delivered as aforesaid will be deemed received one day after they are sent.