ResDiary API License Terms

This Licence is granted by RESTAURANTDIARY.COM LIMITED a limited liability company incorporated in Scotland with Registered Number SC258100 and having its Registered Office at 36 Renfield Street, Glasgow, Scotland, G2 1LU (“ResDiary”); to you (“the User”)
Each a “Party” and together the “Parties”
This is a Click to Agree Contract if the User wishes to be bound by the API Licence, the User must click to accept these terms and conditions. If the User does not agree to be bound by the API Licence, the User cannot order or use the  APIs. The User must be at least 18 years old to order enter into the API Licence. The person entering into the API Licence on behalf of the User (if the User is not a natural person, i.e., the User is a company or partnership etc.)  warrants that he/she has the authority of the User to enter into the API Licence on the User’s behalf.

1 Definitions
1.1 “API” means Application Programming Interface and the “APIs” means ResDiary’s APIs;
1.2 “API Licence” means this Licence;
1.3 "Confidential Information" means in relation to either Party any information which is disclosed to that Party by the other Party (whether or not developed by the other) including, without limitation (a) pre-existing or new information that relates to all ideas, designs, methods, discoveries, improvements, products or other results of consulting services, (b) trade secrets, (c) product data, (d) proprietary rights, (e) business and financial affairs, (f) product developments, (g) customer  and employee information, (h) Intellectual Property (i) information that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure and (j) the terms and conditions of the API Licence;
1.4 “Credentials” means the confidential ID and password provided by ResDiary to the User for the User’s use the APIs;
1.5 “Data Flow Diagram” means a diagram to be agreed between the Parties in writing showing the Integration;
1.6 “Disclosing Party” means the Party who discloses Confidential Information to the Receiving Party.
1.7 “Effective Date” means the date of the User’s acceptance of the API Licence;
1.8 “Intellectual Property” means patents, trademarks, trade name, service mark, copyright, trade secrets, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database right, methodology, algorithm and invention, Graphical User Interface and Menu Command Hierarchy, and any other proprietary information (whether registered, unregistered, pending or applied for);
1.9 “ISP” means Internet Service Provider;
1.10“the User Platform” means the User’s hardware and software environment in which the software element of the User’s services operates, which comprises one or more server computers (whether virtual or not), mirroring/duplicating/back-up and storage systems and relative hardware operating software, virtual machine software (where relevant), operating system software, database software, databases, anti-virus and security software, switches, power supplies and telecommunications infrastructure, together with the User’s proprietary and third party software which is located on the Platform;
1.11“Permitted purpose” means the integration (“Integration”) of the User Platform with the ResDiary Platform for a specific purpose to be agreed in writing between the Parties and shown on the Data Flow Diagram;
1.12 “Privacy Legislation” means any data protection legislation from time to time in force in the United Kingdom including, but not limited to, the Data Protection Act 2018, any legislation which succeeds that Act, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and, where applicable, guidance and codes of practice issued by the Information Commissioner and any other relevant privacy legislation (including without prejudice to the foregoing the said General Data Protection Regulation ((EU) 2016/679) in relation to personal data of European Union citizens) applicable to the Parties in the jurisdictions in which they operate;
1.13“Receiving Party” means a person or entity who or which receives Confidential Information in terms of Clause 13 (Confidentiality) hereof.
1.14“ResDiary Platform” means ResDiary’s proprietary software-as-a-service-based restaurant management platform being a system for the making of on-line restaurant reservations and the management of such bookings;
1.15 “Term” means the period of one year from and including the Commencement Date or such longer period as is agreed between the Parties in writing;

2 Permitted uses
2.1 the User’s interaction and use of the APIs is permitted only for the Permitted Purpose. The Integration cannot take place until the Data Flow Diagram and the Permitted Purpose have been agreed between the Parties.

3 ResDiary API License

3.1  Licence. Subject to the terms of this API Licence, ResDiary grants the User a non-exclusive, non-transferable, and non-sublicensable (except to the User’s contractors and consultants) licence to interact and use the  APIs solely for the Permitted Purpose.
3.2 Credentials. ResDiary will provide the User with Credentials that permit the User to Integrate the APIs. The Credentials are and remain the property of ResDiary and may be revoked if: i) the User shares them with any third party (other than as allowed under the API Licence); (ii) they are compromised; (iii) the User breaches any term of the API Licence; or (iv) ResDiary terminates the API Licence.
3.3 API Call Limitations. The number of API calls the User will be permitted to make during any given period may be limited to take into account the Parties’ systems capacities. ResDiary may, in its sole discretion, suspend the User access to the APIs if the API calls exceed the call limits due to any non-planned increase in the User’s API calls. Unused API calls will not roll over to the next day or month, as applicable.

4 Restricted Activities

4.1 User Restricted Activities. The User may not use or access (nor facilitate or enable others to use or access) the APIs for any purpose other than the Permitted Purpose or in any way not expressly permitted under the API Licence. For example, the User will not and the User will not facilitate or enable others to:
4.1.1 distribute, publish, or allow access or linking to the APIs.
4.1.2 modify, decompile, reverse engineer or otherwise alter the APIs.
4.1.3 use robots, spiders, scraping or other technology to access or use the APIs and/or Resdiary’s systems to obtain any information beyond what ResDiary provides to the User under the API Licence.
4.1.4 use the APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage.
4.1.5 cause the APIs or their use to: (i) be false, inaccurate or misleading; (ii) infringe on any third party's Intellectual Property rights or other property rights or rights of publicity or privacy; (iii) be in breach of any law, statute, contract, regulation or generally accepted practice in all relevant jurisdictions; (iv) be defamatory, trade libellous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for ResDiary or cause ResDiary to lose (in whole or in part) the services of ResDiary’s ISPs or other suppliers.

5  Terms

5.1 In the event of a conflict between the API Licence and either Party’s other terms regarding its use of the APIs, this API Licence will prevail. 

 6 Monitoring and Enforcement

6.1 Right to Monitor. ResDiary may monitor the User’s use of the APIs. 
6.2 Remedy for Breach. If ResDiary, acting reasonably and in good faith, believes that the User has breached the API Licence, or that it has engaged in fraudulent activity, ResDiary, in addition to any other available remedies, may take any and all steps it deems appropriate, including revoking the User’s Credentials and or applying for Interdict.
action Data to ResDiary.

7  Ownership and Licensing

7.1 Ownership. ResDiary retains all rights, title and interest in and to all Intellectual Property rights embodied in or associated with the APIs, the ResDiary Platform and ResDiary’s systems and services. There are no implied licenses under the API Licence, and any rights not expressly granted to the User hereunder are reserved by ResDiary. The User will not take any action inconsistent with ResDiary’s ownership of the APIs. The User will not exceed the scope of the licences granted hereunder.

8 Indemnity

8.1 shall indemnify and hold harmless ResDiary, its affiliates, directors, and employees from any cost, action, claim or demand incurred by ResDiary due to the breach of the terms of this AP Licence by the User, its employees, agents, contractors or generally those for whom the User is responsible in law.

9 Availability, Security and Stability
9.1 ResDiary will use reasonable endeavours to provide good quality of service and uptime but makes no guarantees with respect to the availability or uptime of the APIs. The User’s continued access to the APIs is subject to its compliance with ResDiary’s security standards as provided by ResDiary to the User. 

10 Changes to an API
10.1 From time to time in its discretion, ResDiary may modify, update or enhance its APIs or related elements of the Resdiary Platform (each, a “Change”). ResDiary will use commercially reasonable efforts to provide the User with thirty (30) days’ prior notice of any Change that it believes may materially affect the User’s operation of the Integration, and the User will be responsible for any modifications to the User Platform that may be reasonably necessary to ensure continued operation of the Integration.

11 Disclaimers & limitation of liabilty
11.1 The APIs and all services and products are provided “as is” and “as available.” ResDiary makes no warranty or representation, express or implied by statute, custom or usage, that the APIs will meet the User’s requirements, that it/they will be of satisfactory quality, that it/they will be fit for a particular purpose, that it/they will not infringe the rights of third parties, that it/they will be compatible with all systems, that it/they will be secure and that all information provided will be accurate. ResDiary makes no guarantee of any specific results from the use of the APIs. The APIs are provided "as is" and on an "as available" basis. ResDiary gives no representation, guarantee or warranty that the APIs will be free of defects and/or faults, and/or available without interruption.
11.2 ResDiary shall not shall be liable under the API Licence for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort/delict, strict liability or any other theory), even if the User has been informed of this possibility. The User assumes all responsibility for the selection of the APIs, necessary to achieve the User’s intended results. ResDiary’s total aggregate liability for any direct loss, cost, claim or damages of any kind related to the API Licence shall not exceed the sum of TEN THOUSAND POUNDS (£10,000) STERLING.

12 Term and Termination
12.1 Term. The term of this API Licence will begin on the Effective Date. It will continue for the Term.
12.2 Termination. The API Licence is dependent on each Party’s compliance with this API Licence and shall terminate automatically if one Party fails to comply with this API Licence.
12.3 Notice of termination. If one Party wishes to terminate this API Licence as permitted herein, that Party shall do in accordance to clause 11.7 (Notices) of the Licence. Any other methods used by either Party to terminate the API Licence will be void and will not result in a termination. Termination notice will be effective when it is received by the other Party.
12.4 Effect of Termination. Upon the termination of the API Licence, the Credentials will be revoked and all licences granted hereunder will terminate.
12.5 Survival. The following provisions will survive any termination of this API Licence: 1 (Definitions), 4 (Restricted Activities), 5 (Terms), 7 (Ownership and Licensing), 11 (Disclaimers & Limitation of Liability), 12 (Effect of Termination), 13 (Confidentiality), 14 (Data Protection), 19 (Third Party Rights), 20 (Entire Agreement) and 22 (Law and Jurisdiction).

13 Confidentiality
13.1 The Receiving Party agrees that all Confidential Information it obtains from the Disclosing Party constitutes the confidential property of the Disclosing Party and the Receiving Party undertakes (i) to hold Confidential Information in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Licence.
13.2 The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that (1) such employees, agents, contractors and other representatives are made aware of the confidential nature of the Confidential Information and (2) the Receiving Party remains responsible for compliance by any such employees, agents, contractors and other representatives with the terms of this Clause 13.
13.3 The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can prove beyond reasonable doubt: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information from or on behalf of the Disclosing Party; (ii) is or has become public knowledge through no fault of the Receiving Party or breach of this Licence; or (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation. The Receiving Party may make disclosures to the extent required by applicable law or court order, provided that (unless prohibited by applicable law) the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort by the Disclosing Party to obtain confidential treatment.
13.4 The Receiving Party acknowledges that use of or disclosure of Confidential Information in violation of this Clause 13 could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such threatened or actual use or disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate action such a interim Interdict and/or Interdict in addition to whatever other remedies it might have at law.
13.5  Upon any termination or expiration of this API Licence or upon the Disclosing Party’s prior request, each Party will return or destroy (and certify destruction of) the other Party’s Confidential Information. However, each Party may retain copies of Confidential Information in its standard backups or as may be required by applicable law (which copies will remain subject to this Clause 13).
13.6 This Clause 13 shall survive termination or expiration of this API Licence and shall endure for a period of 5 years from and after such termination and/or expiration.

14 Data Protection
14.1 All personal information that Parties may use will be collected, processed, and held in accordance with the provisions of the Privacy Legislation and each Party’s and third parties’ rights thereunder;

15 No Waiver
15.1 Except as provided expressly by this Licence, no failure or delay by either Party in exercising any of its rights under this Licence shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Licence shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

16 Assignment
 16.1 This API Licence is personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
17 Time
 17.1 The Parties agree that the times and dates referred to or set out in either this API Licence or any order or request, or communicated by any means by either Party to the other, are for guidance only, are not agreed times or dates, and are not of the essence of this Licence. 

18 Relationship of The Parties
 18.1 Nothing in this Licence shall constitute or be deemed to constitute:
 18.1.1. an employment relationship between the parties; or 
18.1.2. a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Licence.

19 Third Party Rights
19.1 No part of this Licence is intended to confer rights on any third parties and accordingly the 
19.2 Contract (Third Party Rights) (Scotland) Act 2017 shall not apply to this Licence; and
19.3 Subject to this Clause 19, this Licence shall continue and be binding on the transferee, successors and assigns of either Party as required.

 20 Notices
20.1 All notices under this Licence shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice;
20.2 Notices shall be deemed to have been duly given:
20.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
20.2.2. when sent, if transmitted by e-mail, upon transmission; or
20.2.3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

21 Entire Agreement
 21.1 This Licence contains the entire express agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties; and
21.2 Each Party acknowledges that, except as expressly provided in this Licence, in entering into this Licence, it does not rely on any Other Term or Provision and all such Other Terms or Provisions are hereby excluded to the fullest extent permitted by law. In this Clause 21, “Other Term or Provision” means any representation, warranty, condition, undertaking, or any other term or provision, express or implied, statutory or otherwise. 

22 Law and Jurisdiction
22.1 This API Licence (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Scotland; and
22.2 Any dispute, controversy, proceedings or claim between the Parties relating to this API Licence (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the non- exclusive jurisdiction of the Scottish courts.