Kounta Developer Program, Terms & API Licensing Agreement
The Kounta Developer Program has been designed for stores and developers to integrate any online or mobile service with or on the Kounta Platform. Kounta provides certain products and services relating to the Kounta Platform of Sale (the “Service”).
By holding a Kounta account, submitting an application and being certified for the Kounta Developers (“Developer”) Program (“Program”) You agree to be bound by the following terms and conditions (“Terms”) by which Kounta will provide You with rights to use the Development Tools and access our API. This Agreement is made between Kounta™ (“Kounta”, “us”, “we” or “our”) and You, or, if You represent an entity or other organization, that entity or organization (in either case “You” or “Your”).
Any end-user customers (“Customer”) will be subject to the Terms and Conditions at www.kounta.com/terms upon accessing the Service.
Kounta reserves the right to update and change this Agreement from time to time and without notice. You can review the most current version of the Agreement at any time at the link to this agreement in the partner resources section of your Kounta account.
1. Additional Definitions
- “API” means an Application Program Interface provided by us, that is a set of routines, data structures, object classes or protocols. There may be more than one, and in this Agreement the term is both singular and plural.
- “Application” means the software application, website or other interface that you develop, own or operate to interact with the API.
- “Development Tools” means the software code and information made available to you from kounta.com and perhaps from other sites controlled by us.
- “Personal Information” means any information pertaining to a directly or indirectly identifiable individual.
- “Account” means an account owned by a Customer.
2. Developer Program Conditions
Participation in the Developer Program
The Kounta Developer Program consists of access to the Kounta API and our suite of Development Tools that facilitate the creation of Applications to access and interact with Kounta. Any Application will be installed and run on your server, or a Customer’s server, but not our server. Access to any Account must be granted by the Customer through an authorisation screen that we provide.
Your use of the Kounta Development Tools and API is permitted only for the purpose of developing Applications that facilitate your own, or a Customer’s, use of the Service.
Your access to the API is as our guest, under a free, revocable, licence. We reserve the right to terminate your access for situations that we consider undesirable, in our own judgment. We cannot imagine now every situation that would be undesirable, but to give a few examples, this would include, without limitation:
• Applications that damage our software, or allow malware to affect software or the Customers
• Applications that distribute spyware, adware, or programs commonly found objectionable
• Applications that excessively burden our system, which we might either terminate or throttle
• Applications that fail to respect, or to adequately protect, the privacy of Customers
• Applications that weaken the security of credit card or payment information of Customers
• Applications that are a checkout or a payment system (we have selected providers for those)
• Use of Account data to generate unsolicited email from anyone other than the Customer
• Disclosure of Account data to anyone other than the Customer, without the Customer’s consent
• Attempts to reverse engineer Kounta software that is not open source
• Applications that allegedly violate the intellectual property rights of any person (if we consider the allegation reasonable, without the results of litigation) **Violations of the law in any country by use of the Application, or facilitated by the Application
Termination of Your Access and Application
We can terminate or restrict the use of your Application through our API at any time for our convenience. Without limiting that very general statement, we would terminate your rights under this Agreement if you breach this Agreement, or if you support or condone un-permitted uses such as are mentioned in the preceding paragraph, or if we feel you are defrauding Customers by not delivering on your promises to them. Before we do that, we will notify you of our concern, if you can conveniently be contacted by email, and we will then allow some time (how long depends on the nature of the problem) for you to eliminate the problem. We may temporarily suspend the Application if that seems to us to be necessary for protection of the Customers or us. Termination will adversely affect the Customers who use your Application, and therefore you must ensure that all Customers who adopt your Application are aware of that risk.
Who is Responsible
You must inform all Customers who adopt your Application, in your sales literature or sales contracts:
that you are entirely responsible for the Application;
that we at Kounta.com are not liable for any fault in the Application, or harm done by it;
that we at Kounta.com cannot provide assistance with installation or use of the Application.
Our Licence to You
Access to our API is licensed to you on a worldwide, non-exclusive, revocable basis, on the terms and conditions set forth herein. You shall not transfer or sub-license any rights granted by this Agreement, except as necessary for Customers and Customers to use your Applications. All rights not expressly granted to you are reserved by us. This Agreement applies to all updates, substitutions, revisions, and copies of the API, whether made by us or for us or by or for you.
You may develop, display and distribute Applications that interact with our API. You may use any Development Tool that we provide on our website explicitly as a Development Tool for the purpose of developing Applications. You may make derivative works based on any Development Tool. You may not use anything we provide for any purpose not related to the Service.
You may make intermediate copies of the contents of Accounts only as necessary to perform an activity permitted under this Agreement, and within limits set by Customer. You must delete all copies of such Account contents when they are no longer required for the purpose for which they were created.
We license you on a worldwide, non-exclusive, revocable basis to display certain logos and trademarks that we provide explicitly for such use as part of the Development Tools, but only for use in your Applications or for the marketing of your Applications, and only in relation to us at kounta.com or in relation to an Account. We reserve the right to require you to stop using our logos or trademarks in some manner that we do not like, in our sole discretion.
You may work with service providers as necessary to facilitate your performance under this Agreement. You acknowledge and agree that any act or omission by your service provider amounting to a breach of this Agreement will be deemed a breach by you.
Your networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, your “System”) must be properly configured to Internet industry standards so as to securely operate your Application. If you do not completely control some aspect of the System you will use all influence that you have over the System to do so. You must diligently correct any security deficiency, and disconnect immediately any intrusions or intruder.
Collecting and Using Personal Information
Customers disclose Personal Information to the Customer, but they do not intend it to be accessible to you. Your Application must not make Personal Information accessible to you or anyone but the Customer unless the Customer is clearly notified, before the Customer discloses the Personal Information, about who will also receive the Personal Information. An exception to that prohibition on access are automatic bug reports that are occasionally generated automatically to report a problem and may contain Personal Information. You must not retain that information longer than reasonably necessary to diagnose and correct a software problem, and must not use the information for any other purpose and must not disclose it beyond the technical staff working on the software problem. Your Application must assist Customers to comply with rules about privacy of Personal Information, such as by ensuring that it is deleted when it is no longer necessary for the purpose for which it was collected. At all times, your Application and your use of the data from Accounts must comply with all applicable laws, regulations and best practices concerning privacy, Personal Information, and data protection.
You must not use Personal Information from Customers or Accounts to enable sending of unsolicited communications of any type. You may communicate with Customers (Merchants), or with their customers but only on behalf and at the request of the Customer. You may only send communications to recipients who have explicitly consented to receive them.
Competitive or Similar Materials
We are not precluded from discussing, reviewing, developing for ourself, having developed, acquiring, licensing, or developing for third parties, as well as marketing and distributing, materials which are competitive with your Application or other products or services provided by you, regardless of their similarity to your current products or products that you may develop.
Modification of the API and Accounts
We may modify the Development Tools, the API, permitted API calls, databases, the permitted uses under this Agreement, and any Account. Customers may also modify their Accounts. Customers may deny API access to their Accounts. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with, or interface with, the API, the Service and Accounts. That is a risk you must accept
4. Monitoring and Enforcement
Right to Monitor and Audit
You agree that we may monitor or audit your Application or activities relating to your access to our API. You must not try to block or otherwise interfere with the monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and for information and for a visit to your facilities. Your failure to reasonably comply with our audit shall constitute a material breach of this Agreement.
Remedy for Breach
If we, in our sole discretion, believe that you or your service providers have breached this Agreement, or that you or your service providers have engaged in fraudulent activity, we may take any and all steps we consider appropriate, including warning, investigating, or terminating or suspending your rights under this Agreement.
In addition to any other available remedies, we may, in our sole discretion, seek specific performance, an injunction, and legal costs. We reserve the right to take corrective action as we see fit if we receive complaints from Customers or Customers about your Application or your actions.
5. Your Fees and Payments
We charge no fee for access to our API and Development Tools, but we reserve the right to introduce fees in the future for things that we have not already provided to you.
For no fee, we will advertise your Application in a directory on our website, if your Application meets our criteria which are entirely in our discretion, in a manner that enables existing and potential Customers to contact you.
You and a Customer may agree on any fee for use of your Application. It may be a one-time fee, or a periodic fee, or a component of prices paid by each Customer.
You can earn money for marketing and promoting the Service. In this case the Kounta Advisor Terms will apply.
6. Disclaimer of any Warranty
The API and development tools are provided “as is” with no warranty, express or implied, of any kind and we expressly disclaim any and all warranties including but not limited to any implied warranty of Customers, fitness for a particular purpose, availability, security, title and non-infringement. You use the API and development tools at your own discretion and risk, and you will be solely responsible for any damage that results from their use including, but not limited to, damage to your computer system or loss of data.
7. Limitation of Liability
We shall not, under any circumstances, be liable to you for any amount, whether as indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the API or development tools, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not you advised us of the possibility of such damages.
8. Availability, Security and Stability
We make no guarantees with respect to the availability or uptime of any Development Tools, the Service or Accounts. We may conduct maintenance on, or stop providing, any Development Tool, or close any Account or cease any service, at any time without notice to you. In the event of degradation or instability of our system or an emergency, we may temporarily suspend your access to the API and to the Service and Accounts.
9. Release and Indemnification
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us, and our affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “Covered Persons”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the API and Development Tools. You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to your use of the API and Development Tools or to the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.
Term and Termination
The term of this Agreement will begin on the date on which you begin to use the Development Tools or the API. It will continue until terminated in accordance with this Agreement.
This Agreement will terminate automatically without notice if you fail to comply with any of its terms. The license that is granted hereunder is dependent on your compliance with this agreement and terminates automatically if you fail to comply with the terms. We reserve the right to terminate this agreement or suspend or discontinue your access to the API, or any portion or feature thereof, for any or no reason, and at any time with or without notice to you and without liability to you.
If you wish to terminate this Agreement, you must email a termination notice to email@example.com. Your termination notice will be effective when we receive it. Any other method by which you try to terminate the Agreement will not be effective unless we acknowledge it in writing to you.
Effect of Termination
Within ten days after the termination of this Agreement, you must destroy all your copies of the content of Accounts, and Personal Information, and provide us with written proof of destruction upon our request.
The following Sections will survive any termination of this Agreement:  Definitions,  Disclaimer of Any Warranty,  Limitation of Liability,  Release and Indemnification, [10.4] Effect of Termination,  Miscellaneous.
You acknowledge and agree that this Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and any conflicting or additional terms in other documents or oral discussions are void. You may grant approvals, permissions and consents to us by email, but any modifications by you to this Agreement must be made in a writing (not including email) signed by both parties. We may refuse to execute any such writings in our sole discretion. Any notices to us must be sent to our corporate headquarters address as set forth on our website and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for us to make an assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of our stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent). You are not our legal partner or agent, but an independent contractor. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
12. Governing Law
These terms and conditions and any contract to which they apply are governed by the laws of the State of New South Wales. You irrevocably agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, for the purpose of resolving any dispute relating to the Terms.
If you do not accept all the terms of this agreement, for yourself and your employer, then we do not license you to use the development tools or API.
If you proceed to use the Development Tools or to access our API, you will be deemed to have accepted and agreed with all of the following terms. If you cannot accept that we may terminate your use and anybody’s use of your Application in our discretion, then you should not begin.