Subject to the terms of this Agreement, we may provide you with access to the Developer Portal, Sandbox and Karhoo Materials for the purposes of testing and integration of applications with the Karhoo Platform. Where we do this:
- we hereby grant to you a personal, non-exclusive non-transferable, non-sublicensable licence for you and your Authorised Users to access (via the Karhoo API) and use the Karhoo Materials during the term of this Agreement solely for the purposes of the testing and integration of applications with the Karhoo Platform;
- from time to time during the term of this Agreement, we may (at our sole option) update, vary, suspend or modify the features and services of the Developer Portal, Sandbox and Karhoo Materials for any reason.
- You agree to immediately notify us in the event you become aware of any use of the Developer Portal, Sandbox or Karhoo Materials in breach of this clause.
- If you decide to pursue the Karhoo Services after using the Developer Portal, Sandbox and Karhoo Materials, we may discuss and agree a separate Commercial Agreement with you, along with related matters such as pricing, licensing and legal terms. You agree that nothing in this Agreement obliges either party to enter into discussions for any Commercial Agreement.
You acknowledge and agree that the Developer Portal and Karhoo Materials are provided to you under this Agreement for the limited purposes set out in clause 1.1 only. Accordingly, Karhoo:
- provides the Karhoo Materials and Support Channel to you as described in this Agreement on an “as-is” and “as available” basis;
- does not warrant that your use of the Developer Portal or Karhoo Materials will be uninterrupted or error-free or that the Karhoo Materials and/or the information obtained by you through the Sandbox will meet your requirements;
- 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 Sandbox and the Support Channel may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
- excludes (to the fullest extent permitted by law) of all other representations, warranties, terms and conditions, express or implied, statutory or otherwise, relating to the Developer Portal and Karhoo Materials provided by or on behalf of Karhoo under or in connection with this Agreement including without limitation any implied terms as to performance, fitness for a particular purpose, satisfactory quality or otherwise relating to the Karhoo Materials or any part.
- Any use of, or Developments created through the use of the Developer Portal and Karhoo Materials is at your sole risk.
You are responsible for:
- determining that the Karhoo Materials are appropriate for your needs and you acknowledge that Dummy Data may not be sufficient to test every eventuality and/or output of the Sandbox; and
- backing up your data which you use in conjunction with, or otherwise interface with, the Karhoo Materials.
- We are not obliged to provide any level of support in connection with your use of the Developer Portal, Sandbox or Karhoo Materials, however if you use the Support Channels, we will use reasonable endeavours to respond to any support queries.
In relation to your use of the Developer Portal and Karhoo Materials you must not (and you shall procure that any person you permit access to the Developer Portal or Karhoo Materials must not):
- store, distribute or transmit any virus, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, offensive, discriminatory or facilitates illegal activity;
- except as may be permitted by applicable law which is incapable of exclusion by agreement between us:(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Karhoo Materials in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Karhoo Materials;
- allow any access to, or use of, the Developer Portal, Sandbox or Karhoo Materials by any person who is not an Authorised User;
- use the Sandbox to provide services to third parties;
- other than to the extent expressly permitted by Karhoo, use or access all or any part of the Developer Portal or Karhoo Materials in order to build a product or service which competes with Karhoo or the Karhoo Materials;
- sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Developer Portal or Karhoo Materials available to any third party except Authorised Users; or
- use, or permit any third parties to use, the Developer Portal or Karhoo Materials in a way that interferes with or disrupts any of our other users, systems services or equipment (or those of our IT providers).
Where we provide each Authorised User with access credentials to use the Developer Portal and Karhoo Materials, you must:
- ensure that each Authorised User keeps such access credentials secure and confidential, and
- notify Karhoo immediately of any unauthorized use of any developer key or any other known or suspected breach of security or obligations under this Agreement.
- You will use all reasonable endeavours to ensure that any Developments interface with the Karhoo Services in an efficient manner in order to minimise the burden on the Karhoo Platform.
- Each party agrees where it is in possession of information about the other that is by its nature confidential, or is designated as such (whether in writing or orally), including this Agreement (“Confidential Information”), we each undertake to (i) keep it confidential; (ii) use it only in connection with our rights and obligations under this Agreement; and (iii) not to disclose it to any other person without the other’s prior written consent. You acknowledge and agree that the Sandbox, Karhoo Materials and Support Channel communications are Karhoo’s Confidential Information. These undertakings will not apply to any information that is or becomes generally publicly available for reasons not due to the recipient’s default, was possessed without any obligation of confidence prior to the commencement of this Contract (or prior to being designated as Confidential Information), or is lawfully acquired from a third party who is under no obligation of confidence, or which is or has been independently developed by the recipient.
- Nothing in this Agreement will prevent either party from being entitled to disclose Confidential Information to its legal advisors, to protect its own legitimate interests and to comply with any legal, professional or regulatory requirement. You agree to pay any reasonable costs we may incur where we are required to provide information or assistance in connection with any proceedings or regulatory process to which you are a party but we are not otherwise a party, provided that we notify you promptly and, where reasonably or legally possible, prior to disclosure.
INTELLECTUAL PROPERTY RIGHTS
- Karhoo (or its licensors) own and retain ownership of all IPRs and other proprietary rights of any kind in the Karhoo Materials, the Sandbox and Developer Portal (including any enhancements and modifications), any feedback, suggestions or comments from you and in all other reports, materials, documentation, software, system interfaces, templates, methodologies and processes and ideas and concepts and techniques that Karhoo may use or develop in connection with this Agreement.
- Source code materials and licences can only be used in accordance with the terms set out for them and can be found here [insert link].
- To the extent any IPRs arising in the Sandbox, Development or Karhoo Materials, any comments, suggestions or feedback regarding the Sandbox Karhoo Materials or Developer Platform (its contents) or Karhoo made by you do not automatically vest in us or our third party licensors, you hereby irrevocably assign title, with full title guarantee, all present and future rights and interest in such IPRs to us or our nominated third party licensors. Upon our request, you will do, and execute or arrange for the doing and executing of, each reasonably necessary act and document that we may consider necessary to give effect to this clause.
- Karhoo and the Developer each warrants that it will comply with all of its obligations under the Data Protection Requirements which arise in connection with this Agreement and that it shall not, in respect of personal data processed under or in connection with this Agreement, do any act or make any omission which puts the other party in breach of its obligations under the Data Protection Requirements.
LIMITATION OF LIABILITY
Subject to clause 7.3, neither Karhoo or any Karhoo Affiliate shall in any circumstances be liable to you or any of your affiliates:
- whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for: (i) loss or damage incurred as a result of third party claims; (ii) loss of business; (iii) depletion of goodwill or similar losses; (iv) loss of anticipated savings; (v) loss of sales; (vi) loss of use; (vii) loss or corruption of data, software, or information; (viii) damage to or loss of use of computer equipment; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses you may suffer, howsoever caused and whether or not you or we knew, or ought to have known that such losses would be likely to be suffered by you; or
- in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement.
- Without limitation to clause 7.1 above and subject to clause 7.3, Karhoo or total aggregate liability of whatever nature, whether in contract, tort (including, without limitation, negligence), under statute or otherwise for any and all losses arising from or in any way in connection with this Agreement is limited to £100 sterling.
- Nothing in this Agreement excludes any liability which may not be excluded at law, including liability for: death or personal injury resulting from the relevant party’s negligence; or fraud or fraudulent misrepresentation.
TERM AND TERMINATION
- This Agreement shall commence on the Commencement Date and shall, unless terminated earlier in accordance with this Agreement, continue until either party terminates this Agreement by giving written notice to the other party.
On termination or expiration of this Agreement for any reason:
- all licences (and any other rights) granted to you under this Agreement shall cease;
- you shall return or delete (at Karhoo’s election) and make no further use of any Karhoo Confidential Information and Karhoo Materials in your possession or control; and
- 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
- Any provisions of this Agreement which either expressly, or by their nature, extend beyond the expiry or termination of this Agreement shall survive such expiration or termination.
- The Agreement is between you and Karhoo. You agree that your relationship is solely with Karhoo as the entity contracting with you under this Contract. Karhoo neither owes nor accepts any duty to any person other than you.
- Karhoo may vary the terms of this Agreement from time to time by providing you with written notification. Your continued use of the Developer Portal, Karhoo Materials or Sandbox will constitute your agreement to the variation of the Agreement. If you do not agree to the notified variation, please immediately stop using the Developer Portal, Karhoo Materials and Sandbox and terminate this Agreement.
- This Agreement does not make either of us an agent or legal representative of the other, nor does it create a partnership or joint venture.
- Neither of us may assign, novate or otherwise transfer this Agreement (or any benefit or claim arising hereunder) without the prior express written consent of the other, except that we may assign the benefit of this Agreement to any Karhoo Affiliate, including any successor to our business.
- Other than Karhoo Affiliates who may enforce this Agreement on our behalf, no person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
- Neither party will be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond the reasonable control of either party.
- All notices hereunder shall be: (i) in writing (including by email); (ii) by hand or sent by pre-paid first-class post or recorded delivery post or by email to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, and (iii) effective upon receipt.
- The Agreement and our relationship (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with English law. We each submit irrevocably to the exclusive jurisdiction of the Courts of England and Wales over any dispute (including claims for set-off, counterclaim and any non-contractual claims) that may arise in connection with any aspect of the legal relationship established by the Agreement or otherwise arising in connection with the Agreement.
- The capitalised terms in this Agreement have the following meanings:
Agreement: means the Sandbox Terms (Details), the Sandbox Terms (Substantive Provisions) and each Community Policy, each as amended from time to time in accordance with clause 9.2.
Authorised Users means where applicable, your employer, those of your employees and contractors who are authorised to use the Sandbox, Developer Portal or Karhoo Materials.
Commencement Date: means the date a Developer logs into the Developer Portal.
Commercial Agreement: means the agreement to be entered into by the parties after the date of this Agreement containing the full terms and conditions upon which Karhoo provides the Services to the Developer.
Community Policies: means any policy (as updated) made generally available by Karhoo to participants on the Karhoo Platform from time to time and notified to you from time to time.
Data Protection Requirements: means the Data Protection Act 2018 (UK), Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and data security. For the purpose of this Agreement, personal data and the term process shall have the meanings given to them in the applicable Data Protection Requirements.
Connection Method: means HTTP REST or other connection method made available from time to time.
Customers: means the customers who wish to undertake a Journey with the Fleet and have made a booking.
Developer: means a person or legal entity using the Developer Platform.
Developer Portal: means the portal available from time to time at .
Developments: means any software and systems of the Developer that incorporate any element of the Karhoo Materials and are built in order that the Developer may connect to the Sandbox by means of the Kahoo API.
Dummy Data: means test data simulating the operation of the live Karhoo Platform to allow Developers to test Karhoo’s operations.
Fleet: means a transportation provider which permits Karhoo to include its services within the Karhoo Platform.
Intellectual Property Rights (IPRs): all intellectual property rights, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including copyright, rights in know-how, trade secrets, business names and domain names, trade marks, service marks, trade names, patents and database rights.
Journey: means collecting a Customer from their pickup location and time designated in the booking to their drop-off location designated in the booking.
Karhoo Affiliate: means Flit Technologies Limited and each of its subsidiaries.
Karhoo API: Individually or together Karhoo’s application programming interfaces, together with supporting documentation, including Karhoo’s Universal Supply API (“KUSAPI”), Karhoo’s Universal Demand API (“KUDAPI”), Karhoo’s developed interface connection (“KDC”) and such other APIs as Karhoo may make available from time to time.
Karhoo Platform: the proprietary software systems developed by Karhoo or a Karhoo Affiliate, allowing white label partners and Fleets to connect and transact such that Fleets may provide transportation services directly to Customers of those partners.
Karhoo Materials: any and all materials, data, code, information or content made available to the Developer by Karhoo (or a Karhoo Affiliate) whether directly, through a Karhoo API or which are available on the Developer Portal and/or the Sandbox, including the Dummy Data.
Sandbox: means an integration and testing environment where payments and Fleets can be synthesised.
Service: Karhoo making available the Karhoo Platform through the Karhoo API’s or a Connection Method to allow Developers to request, book, manage, track and settle Journeys for end Customers.
Support Channel: includes, without limitation, any of the following, telephone, email and the services provided by “SLACK” developed by Slack Technologies Inc.
words or phrases such as “including”, “for example” or “in particular” are not words or phrases of limitation;
each gender includes every other gender;
the singular includes the plural and conversely; and
reference to a person includes an individual, firm, body corporate, association (whether incorporated or not) and authority or agency (whether governmental, semi-governmental or local).
- The following rules apply to the interpretation of this Agreement: