“Acceptable Use Policy” is the policy that Chaiz makes available to the Customer that defines how Customer and other users can and cannot use the Chaiz API.
“Associated Agreement” means an agreement between Chaiz and Customer which envisages the possibility of Customer using the Chaiz API. Unless otherwise specified in this license any definitions used in the Associated Agreement apply to this license.
“Authorized Application" means an application or product offered to Consumers by the Customer as approved for use with the Chaiz API by Chaiz.
“Chaiz API” means the API which Customer wishes to utilize.
“Chaiz Site" means the online site at chaiz.com allowing Consumers to search for, review and purchase Vehicle Service Contracts.
“Consumer” means a member of the public who wishes to purchase a Vehicle Service Contract.
“Content & Personal Data” means any Customer or Consumer content, data or information (including personal data as this term is commonly defined).
“Customer” the entity named in the Associated Agreement as the Customer and referred to as You or Your in this API License.
“Finance Company” means a company that provides finance to a Consumer to purchase a Vehicle Service Contract.
“Vehicle Service Contracts" means vehicle service contracts, also called extended car warranties provided by third parties (VSC Provider).
“VSC Provider” means a corporation (or other entity) which offers Vehicle Service Contracts to Consumers
2.1 The Chaiz API is offered to you without separate charge to be used in conjunction with an Associated Agreement. Subject to Your compliance with the Associated Agreement, Acceptable Use Policy and this API License You may:
(a) use the Chaiz API, use the Chaiz Site and to access or link to Authorised Applications on a revocable, non-exclusive, non-assignable, non-transferable basis; and
(b) use the Chaiz API to obtain sales, financial, statistical and similar information (where available from the Chaiz API) .
2.2 Any information You provided to Chaiz as part of the provisioning process must be accurate. You are solely and entirely responsible for all uses of the Chaiz API. Before allowing full access to the Chaiz API, Chaiz may require You to permit testing of the Authorized Application, as Chaiz deems appropriate, to ensure that the Authorized Application will not adversely affect Chaiz’s Site, Chaiz API or other aspects of Chaiz infrastructure.
3.1 Once authorized by Chaiz, You may access and/or deploy the Chaiz API although Chaiz reserves the right, in its sole discretion, to refuse to provide access to the Chaiz API for any website or application.
You are responsible for procuring and maintaining the network connections that connect to the Chaiz API and Chaiz Site. Chaiz is not responsible for any upgrades, fixes or enhancements to any software or for any compromise of data, including data, transmitted across computer networks which are not owned, operated or controlled by Chaiz. Chaiz has no responsibility for the reliability or performance of any connections to the Chaiz Site or Chaiz API.
Customer is responsible for and shall at all times comply with any Chaiz Acceptable Use Policy (http:\\chaiz.com\aup?) shared with You prior to the Commencement Date. Chaiz may amend such Acceptable Use Policy which will come into effect on 30 Business Days’ notice to You. If You are unwilling or unable to comply with the Chaiz Acceptable Use Policy this license shall terminate.
3.2 You acknowledge that Vehicle Service Contracts are created, offered, supported and maintained by VSC Providers unaffiliated with Chaiz. You acknowledge and agree that: (a) You will use your own discretion when you offer Vehicle Service Contracts to Consumers through the Chaiz API; (b) You will be bound by and honor the terms and conditions and privacy policies of, Chaiz, Finance Company’s and VSC Providers associated with those Vehicle Service Contracts as provided by the applicable VSC Providers; and (c) Chaiz does not own or control any of these Vehicle Service Contracts or associated products or services.
3.3 You agree not to hold Chaiz responsible or liable for any such Vehicle Service Contracts or for any acts or omissions or defective services of the VSC Providers under any circumstances. Chaiz does not warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Vehicle Service Contracts.
4.1 The Chaiz API is governed by the terms of this license. Your use of the Chiaz API is additionally subject to the Acceptable Use Policy .
4.2 Additional terms:
(a) You may not copy, modify, reverse engineer, decompile or disassemble any Chaiz API in whole or in part, or create any derivative works from or sublicense any rights in the Chaiz API, unless otherwise expressly authorized in writing by Chaiz.
(b) Chaiz owns and maintains all right, title and interest in and to all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Chaiz IP Rights”) in the Chaiz API. The license granted herein does not convey any additional rights in Chaiz’s API, or in any Chaiz IP Rights associated therewith. Subject only to limited rights to access and use the Chaiz API as expressly stated herein, all rights, title and interest in and to the Chaiz API, including all related Chaiz IP Rights, will remain with and belong exclusively with Chaiz.
(c) Chaiz does not permit or authorize any attempt to use the Chaiz API in a manner that could damage, disable, overburden, or impair any aspect of any of the Chaiz API or Chaiz Site, or that could interfere with any other party's use and enjoyment of the Chaz API or Chaiz Site. If Chaiz believes that unauthorized or improper use is being made of the Chaiz API or Chaiz Site, it may, without notice, take such action as it, in its sole discretion, deems appropriate, including blocking messages, or ceasing any access to the Chaiz API. Chaiz may immediately terminate the offering of the Chaiz API if it believes that any party is acting in violation of any law or in breach of these terms or the Acceptable Use Policy.
(d) Use of or access to Chaiz’s API is not permitted for or by any third parties (as integrators or agents acting or providing services to Customer) save as specifically authorized in writing by Chaiz and only where that third party accepts and is subject to Chaiz’s API License.
4.3 Chaiz offers the Chaiz API and all Vehicle Service Contracts “as is” and on “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and Chaiz expressly disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that Chaiz does not warrant the Vehicle Service Contracts or their suitability.
4.4 Data Processing Compliance:
(a) Chaiz warrants that it will only process Content & Personal Data in compliance with applicable laws and not cause itself or its Customers to be in breach of any national implementing laws, regulations and secondary legislation.
(b) Chaiz will ensure that access to Content and Data in its control is strictly limited to only those authorized persons and partners requiring access in order to provide the relevant Vehicle Service Contracts and associated services.
(c) Content & Personal will be subject to the Vehicle Service Contracts terms, privacy policy, or similar terms that the VSC Provider provides to Consumers. Chaiz has no responsibility or liability for the VSC Provider’s use of Content & Personal Data. Your Content & Personal Data is subject to VSC Providers terms and conditions and privacy policy.
(d) Content & Personal will be subject to any Finance Company’s terms, privacy policy, or similar terms that the Finance Company provides to Consumers. Chaiz has no responsibility or liability for the Finance Company’s use of Content & Personal Data. Your Content & Personal Data is subject to the Finance Company’s terms and conditions and privacy policy.
(e) Customer confirms that it has obtained all necessary consents and permissions to provide the Content & Personal Data to Chaiz and to the VSC Providers and Finance Companies.
4.5 Customer represents and warrants that it will offer Vehicle Service Contracts in compliance with applicable laws.
4.6 Each party shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). Chaiz owns:
(a) the Chaiz API and all Intellectual Property therein;
(b) any Chaiz documentation in relation to the Chaiz API;
(c) any data that is derived or generated by Chaiz from the use or provision of the Chaiz API that does not identify or no longer identifies You, Your Consumers, or any natural person or any data that is anonymized, de-identified, and/or aggregated; and
(e) any feedback You or Your employees, contractors or agents, Consumers provide to Chaiz.
Additionally, what is Yours is Yours, including the software applications you develop or products and services you offer, and your data. The rights granted to You to use the Chaiz API do not convey any additional rights in any Intellectual Property Rights associated therewith.
4.7 You agree to indemnify and hold Chaiz harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Your use of the Chaiz API or Chaiz Site.
5.1 In using Chaiz’s API Customer shall:
(a) comply with the provisions of the Associated Agreement, into which this API License is incorporated.
(b) comply with any design guidelines or other rules (including the Acceptable Use Policy) for the API that Chaiz provide; and
(c) design and operate Authorized Applications so as to minimize usage of the computing resources of Chaiz API and Site, and promptly remedy any situation resulting in an unusually high number of transactions being sent to or received by Chaiz.
5.2 Before the retirement of an API version, Chaiz will provide reasonable advance notice. You will need to upgrade to a currently supported version in advance of a Chaiz API retirement. If You fail to do so any applications using the retired Chaiz API version may not function as intended. Chaiz will provide support only for the current version of the Chaiz API, and for a limited period of time the previous version to allow Customers to migrate onto the latest version of the Chaiz API.
Chaiz may temporarily suspend use or access of the Chaiz API to perform necessary repairs, maintenance, or improvements. Chaiz will provide reasonable advance notice of any such suspension where it is practicable under the circumstances; and will use commercially reasonable efforts to promptly restore the Chaiz API. Chaiz excludes all liability of any kind relating to any problems of whatever nature which have been caused by the suspension of use or access of the Chaiz API.
