1. USE OF JOBADDER API
Subject to the restrictions set out in clause 2 and the other terms and conditions of this Agreement, JobAdder grants You a non-exclusive, non-transferable right (without the right to grant sublicenses) to access and use the JobAdder API during the term of this Agreement, and strictly for the purposes expressly set out in this Agreement. You acknowledge and agree that:
- JobAdder will grant access tokens to the API Partner, however the API Partner may determine who is an Invited User;
- the API Partner is responsible for all Invited User’s use of the JobAdder API and as such must ensure that the Invited Users use the JobAdder API and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Invited User's breach of this Agreement;
- JobAdder controls each API Partner and Invited User's level of access to the JobAdder API at all times and can revoke or change an API Partner or Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an API Partner or Invited User or shall have that different level of access, as the case may be;
- it is the API Partner’s responsibility to ensure that each Invited User is issued with and keeps a secure password for their usage of the JobAdder API and that each Invited User keeps their password confidential; and
- the API Partner shall maintain a written, up to date list of current Invited Users and provide such list to JobAdder within 5 Business Days of JobAdder's written request at any time or times.
2. YOUR OBLIGATIONS
You agree that as a condition of Your use of the JobAdder API, You will comply with the following obligations:
- General Obligations You shall:
- not publish or make available any Partner Services until they have been approved in writing by JobAdder;
- only use the JobAdder API to create and use such Partner Services as have been approved by JobAdder in writing;
- only use the JobAdder API for Your own lawful internal business purposes, and in accordance with these Terms and any additional conditions posted on the Website from time to time;
- comply with any requirements or conditions set out in any Documentation and ensure that Your network and systems comply with the relevant specifications provided by JobAdder from time to time;
- be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the JobAdder API, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;
- co-operate with JobAdder in all matters relating to the JobAdder API; comply with all applicable laws and regulations with respect to your activities under this Agreement, including your use of the JobAdder APIs, the JobAdder Service and any Partner Services; and
- obtain and maintain all necessary licences, permissions and consents which may be required before You use the JobAdder API.
- You must ensure that all usernames, passwords and access tokens required to access the JobAdder API are kept secure and confidential. You must prevent any unauthorised access to, or use of, the JobAdder API and must immediately notify JobAdder of any unauthorised use of Your passwords or any other breach of security. You must take all other actions that JobAdder reasonably requires to maintain or enhance the security of JobAdder's computing systems and networks, and Your access to the JobAdder API. You indemnify JobAdder against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of JobAdder Data or Confidential Information occurring via any system controlled by You.
- As a condition of these Terms, when accessing and using the JobAdder API, You must not:
- attempt to undermine the security, stability or integrity of JobAdder's computing systems or networks or, where the JobAdder API or JobAdder Service is hosted by a third party, that third party's computing systems and networks;
- use, or misuse, the JobAdder API in any way which may impair the functionality of the JobAdder API or JobAdder Service, or other systems used to deliver the JobAdder APIs or impair the ability of any other user to use the JobAdder API or JobAdder Service;
- use or allow any automated systems or bots to collect, harvest or “scrape” data or information from or through the JobAdder API or JobAdder Service, except as may expressly be permitted by JobAdder or in any Documentation.
- attempt to gain unauthorised access to any materials or security levels other than those to which You have been given express permission to access or to the computer system on which the JobAdder API is hosted;
- transmit, or input into the JobAdder API or JobAdder Service any files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which You do not have the right to use);
- access, store, distribute or transmit any Viruses, or any material or content during the course of use of the JobAdder APIs that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and JobAdder reserves the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause;
- transmit any material or content, or otherwise use the JobAdder API or Partner Services, in any manner which infringes the rights, including the Intellectual Property Rights of any third party;
- access or use all or any part of the JobAdder API in order to build a product or service which competes with, or may in the reasonable opinion of jobadder.compete with, any product, service or business of JobAdder including the JobAdder Service;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the JobAdder API available to any third party except the Invited Users.
You shall defend, indemnify and hold harmless JobAdder against all claims, actions, proceedings, losses, expenses, costs (including without limitation court costs and reasonable legal fees), damages and any other liabilities arising out of or in connection with Your use of the JobAdder API, including any breach of any of these Terms or any obligation You may have to JobAdder.
3. API and API AVAILABILITY
- The JobAdder API is provided “as is”. JobAdder shall use commercially reasonable endeavours to make the JobAdder API available for use, subject to any planned or unplanned maintenance. JobAdder may change, amend, upgrade or discontinue use of the API at any time without notice and without liability to you. Without limiting this, you acknowledge that JobAdder may discontinue or alter certain functionality of the JobAdder API. Your continuing access to the JobAdder API is not guaranteed.
- does not warrant that Your use of the JobAdder API will be uninterrupted or error-free; or that the JobAdder API, Documentation and/or the information obtained by You through the JobAdder API will meet Your requirements or be fit for any particular purpose; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the JobAdder API and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- This Agreement shall not prevent JobAdder from entering into similar agreements with third parties, or from allowing third parties to develop, use, sell or license documentation, products and/or services which may be similar to or compete with You or Your Partner Services.
- JobAdder may impose usage limits on customers or endpoints, such as request rate limiting, for APIs to ensure availability for all customers. This will be at the sole discretion of JobAdder.
- As JobAdder is an evolving platform, occasionally changes (including breaking changes) will be required to be made to the JobAdder API or associated documents located at https://api.jobadder.com/v2/docs .
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
- You acknowledge that details, code and workings of the JobAdder API constitute JobAdder's Confidential Information.
- The provisions of clause 4.1.a) shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
- is independently developed without access to the Confidential Information;
- is disclosed to an actual or potential buyer of or investor in JobAdder, its related bodies corporate or any other entity from time to time forming part of the JobAdder group, provided that person is subject to confidentiality obligations commensurate with those of JobAdder under this Agreement; or
- is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4.1(e)(vi), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
- Data and Privacy
- JobAdder Data remains at all times the property of JobAdder or users of the JobAdder Service, as applicable. You must only use JobAdder Data for purposes directly related to Your Partner Services accessed through or in connection with the JobAdder API, and as may be approved by JobAdder. JobAdder makes no warranty in relation to the JobAdder Data, either as to its accuracy or reliability, or that any use by you will be in accordance with applicable law or that it will not infringe the rights of any third party.
- You must ensure the security of JobAdder Data, secure it from any unauthorised use, and comply with any specific or technical security requirements set out in any Documentation or which is otherwise notified to you by JobAdder from time to time.
- If collecting, using, processing or disclosing (Processing) any Personal Information obtained through the JobAdder API or from users of the JobAdder Service, you must obtain the express consent of such users to the proposed Processing. You must comply with all Privacy Law in conducting such Processing and in making your Partner Services available. JobAdder makes no warranty that any Personal Information obtained through the JobAdder API may be used for any particular purpose or that the relevant individuals have consented to Processing by You. You must not do anything that does or may cause JobAdder or users of the JobAdder Service to breach any applicable Privacy Law.
- If any user of the JobAdder Service requests or requires its disconnection from any Partner Services or the return or destruction of any data or information relating to it, You will, subject to any legal obligations to the contrary, promptly comply with any such request or requirement.
- In the event of a data breach or suspected data breach affecting any JobAdder Data or Personal Information, whether occurring on or through JobAdder’s or Your systems or infrastructure, the party becoming aware of the breach must notify the other and provide details of the breach as soon as practicable. The parties must cooperate in order to allow both parties to comply with any legal requirements and to minimise any loss or damage resulting from the data breach. You indemnify JobAdder against any loss or damage it may suffer in connection with a data breach under this clause except to the extent that the data breach or any resulting loss or damage was caused by JobAdder’s acts or omissions.
- You are solely and exclusively responsible for your own data which you may upload or use in connection with the JobAdder API. JobAdder disclaims all liability for any loss or corruption of or damage to any of your data.
5. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in or arising out of or in connection with the JobAdder API, the JobAdder Service, the Website and any Documentation remain the property of JobAdder (or its licensors, or related entities, as applicable). Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, the JobAdder API or any associated Documentation.
You must not use the JobAdder name or trade mark unless expressly authorised by JobAdder in writing to do so and then only in the form and to the extent authorised by JobAdder
Your acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on JobAdder obtaining a written licence from the relevant licensor on such terms as will entitle JobAdder to license such rights to You.
- Your Services:
You grant JobAdder a non-exclusive, non-transferable licence during the term of this Agreement to use the data and Intellectual Property Rights in your Partner Services solely for the purpose of JobAdder providing the JobAdder API to you under this Agreement. JobAdder takes no other interest in Your Partner Services.
6. WARRANTIES AND ACKNOWLEDGMENTS
- You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that your use of the JobAdder API and Your Partner Services will comply with laws applicable to you (including but not limited to laws relating to the privacy of Personal Information) and will not infringe the rights of any third parties. JobAdder makes no warranty that any particular functionality provided by the JobAdder API or JobAdder Service, or any particular activities which may be able to be carried out by the JobAdder API or JobAdder Service (whether alone or in conjunction with third party sites or applications), will be lawful or will not infringe the rights of third parties.
7. LIMITATION OF LIABILITY
- Nothing in this Agreement is intended to exclude or limit JobAdder’s liability for any liability which cannot be limited or excluded by applicable law.
- If JobAdder incurs any liability to you under or as a result of any such non-excludable provisions, then JobAdder’s liability is limited to (at JobAdder’s election) the re-supply of the JobAdder API, or the payment of the cost or re-supplying the JobAdder API.
- Subject only to clauses 7.1 and 7.2:
- JobAdder gives no warranty about the JobAdder API. Without limiting the foregoing, JobAdder does not warrant that the JobAdder API will meet Your requirements or that it will be suitable for any particular purpose. All implied conditions, warranties representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
- if JobAdder incurs any liability to you, whether in contract, tort (including negligence) or otherwise, then JobAdder’s liability is limited to (at JobAdder’s election) the re-supply of the JobAdder API, or the payment of the cost or re-supplying the JobAdder API;
- despite clause 7.3 b) JobAdder excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under on in connection with the Terms for any consequential or indirect loss of any kind (including loss or corruption of software, information or data); any loss of profits; any loss of sales or business; any loss of agreements or contracts; any loss of anticipated savings; any loss of damage or goodwill.
- In no event shall JobAdder, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
- a modification of the JobAdder API by anyone other than JobAdder; or
- Your use of the JobAdder API in a manner contrary to the instructions given to You by JobAdder; or
- Your use of the JobAdder API after notice of the alleged or actual infringement from JobAdder or any appropriate authority.
- JobAdder may terminate this Agreement and/or your access to the JobAdder API at any time without cause or the requirement to provide any reasons to you. JobAdder will have no liability to you of any kind in the circumstances, including that it will have no liability for any detriment to or loss of functionality of any Partner Services.
- On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the JobAdder API;
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
- You must return to JobAdder, or at JobAdder’s option destroy, any JobAdder Data, Documentation or Confidential Information, and certify to JobAdder that this has been done.
- Entire Agreement:
- Third Parties:
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
- Governing law:
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of New South Wales, Australia.
Each party irrevocably agrees that the courts of Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
In the interpretation of this Agreement, no clause will be construed or interpreted against the party that will benefit from the clause because it was drafted or put forward by that party.