API Licence Agreement

Introduction

This Agreement establishes the rules around use of our API for application development.

Definitions and interpretation

Definitions in the agreement:

agreement means this API License Agreement.

licensed materials means the WhereIsMyTransports application programming interface and any accompanying or related documentation, source code, executable applications and other materials;

licensee applications means software applications, services or products developed by you that use or interface with our licensed materials;

content means data or other content pulled from our services using the licensed materials;

customer means any person who uses your licensee application;

effective date means the date on which you accept this agreement;

personnel means any director, employee, agent, affiliate, consultant, contractor or other representative;

trade marks means the trade marks, trade names, logos or other descriptive marks or designs (whether registered or not) used by us or our licensors or principals in respect of the goods and services;

WhereIsMyTransport policies means with this Agreement, our Terms of Service and our Privacy Policy

Interpretation. All headings are inserted for reference purposes only and must not affect the interpretation of the agreement. Whenever “including” or “include”, or “excluding” or “exclude”, together with specific examples or items follow a term, they will not limit its ambit. Terms other than those defined within the agreement will be given their plain English meaning. References to any enactment will be deemed to include references to the enactment as re-enacted, amended, or extended. A reference to a person includes a natural and juristic person and a reference to a party includes the party’s successors or permitted assigns. Unless otherwise stated in the agreement, when any number of days is prescribed in the agreement the first day will be excluded and the last day included. The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply. GMT +2 will be used to calculate any times.

Duration

This agreement is valid from the effective date and will continue until terminated in terms of this agreement.

License Grant and Restrictions

License. We grant you a nonexclusive, non-transferable, non-sub licensable, worldwide, revocable right and license for the duration of this agreement to:

  • use and make calls to the API and to make use of the licensed materials to develop, implement and distribute licensee applications;
  • use, reproduce, distribute, transmit, display content, and modify the content only to the extent necessary to format and display it through the licensee applications;
  • Use and display the trade marks only to identify that the licensee applications use our licensed materials.

Limited daily calls. Calls to the API are not currently limited, but we reserve the right to limit the number of calls to our API to preserve our server stability and maintain our systems. We also reserve the right to rate limit or throttle the number of calls made per second per API key if we detect spamming. If you expect high volume usage of the API, please contact us on [email protected] Volume usage is determined using a “credit” system which is calculated on the following basis:

  • Querying transit entities (agencies, stops, lines, line shapes, fare products) this includes all the advanced filtering features (such as spatial querying): 1 credit
  • Creating a new journey: 5 credits
  • Querying stop or line timetables: 1 credit
  • Retrieving an existing journey or part of (itineraries, legs, geometry, etc.): 1 credit

Once you have used all your credits on a given day, you will not be allowed to make any further calls using the API until the next day when your credits will reset. If you would like to increase your daily credit allowance please contact us on [email protected]

Restrictions. The license granted above is subject to the following restrictions:

  • Compliance with our policies and guidelines. You must comply with the WhereIsMyTransport Policies in all uses of the licensed materials. If we believe, in our sole discretion, that you have violated or attempted to violate any term, condition, or the spirit of this agreement, your license to and ability to use and access the licensed materials may be temporarily or permanently revoked, with or without notice
  • Obtaining and Maintaining an API Key. In order to use the API, you must obtain appropriate API credentials (an “API Key”) via registration on our developer website. You will not share your API Key, will keep your API Key secure, and will use it as your sole means of accessing the API.
  • No Substantial Replication. You will not substantially replicate products or services offered by us, but are explicitly permitted to create specialized versions or extensions of such products or services. In addition, you won’t use the licensed materials or other information collected from users of licensee applications to create or maintain a competing product or service.
  • No Marketplaces or Other Aggregators or Repositories of Code or Applications. You aren’t permitted to create any sort of marketplace or other aggregator or public repository (a “Marketplace”) of code or applications that predominantly uses or collects the licensed materials or licensee applications.
  • No Export for the Purpose of Replication, Repackaging or Resale. You won’t, under any circumstances, export content with the intention to replicate, in whole or in part, our databases, nor will you repackage or resell the licensed materials, including any content, in any manner, including but not limited to by offering access to the licensed materials through your own API.
  • No Compromising Our Security. You aren’t permitted to use the licensed materials in any manner that does or could potentially undermine the security of our services or the licensed materials. In addition, you won’t, interfere with, modify or disable any features, functionality or security controls of our services or our API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the licensed materials, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from our services or API.
  • Reporting Security Flaws and Unauthorized Access. You will immediately report to us any security flaws you discover in any of our services or the licensed materials. We reserve the right, in our sole discretion, to determine what constitutes a security flaw. You will also immediately report any actual or suspected unauthorized access to the API using your credentials. Failure to report such flaws or unauthorized accesses, particularly prior to public disclosure, will be considered a material breach of this Agreement.
  • No Phishing, Malware, or Identity Theft. You will not publish or link to malicious content intended to damage, disrupt, compromise, or exploit a user’s browser, computer, mobile (or other) device.
  • No Spamming. You won’t use our services or API, and won’t create licensee applications, for the purpose of “spamming.” We reserve the right, in our sole discretion, to determine what actions constitute “spamming”.
  • Respect for Limitations. You will respect the letter and the spirit of the programmatic limitations of the API and the restrictions of this agreement in designing and implementing licensee applications. For example, you won’t work around any explicit API limitations, even if it is possible by avoiding use of the API. In addition, you will comply with any limitations imposed by us on the frequency of access, calls and use of the API.
  • No Content Modifications. Unless you are legally permitted to do so, you won’t use the licensed materials to make any modifications to any content, other than to modify the formatting of such content in order to display it in a manner appropriate for the pertinent licensee applications.
  • Indicating use of our services and the licensed materials. In a prominent location in all licensee applications, you should, to the extent reasonable based on the nature of the licensee application, indicate that the application has been created using the licensed materials.
  • Use of trade marks. You won’t, under any circumstances use our trade marks, or any marks that are confusingly similar to or derivative of our trade marks as part of your trade name, logo, or licensee application.
  • Monitoring. We reserve the right to monitor your use of the licensed materials for any reason.
  • Reporting and Statistics. You will ensure that all licensee applications properly and accurately use all reporting functionality that is made available through aspects of the API that are used by such licensee applications.

Modifications. You agree that we may modify this agreement, our services, the licensed materials, and WhereIsMyTransport Policies from time to time. You acknowledge and agree that our services and the licensed materials may be modified at any time and without any notice to you. You acknowledge that a Modification may have an adverse effect on your licensee applications, including but not limited to changing the manner in which those licensee applications communicate with our services. Your sole recourse for such adverse effects is to terminate this Agreement. your continued access to or use of our services or any licensed materials constitutes binding acceptance of the applicable modifications.

Intellectual property

  1. Our reservation of intellectual property rights. We own the intellectual property rights in and retain all worldwide right, title and interest in and to the Licensed Materials, including all worldwide intellectual property rights therein. We own all right, title and interest in and to our services, our API, our trade marks, any content we own, and any derivative works or enhancements thereof. If you acquire any rights in our services, API, or trade marks or any of our content, by operation of law or otherwise, you will, at no expense to us, immediately cede and assign any such rights to us.
  2. Your intellectual property rights. You retain all worldwide right, title and interest in and to the licensee applications, excluding our services, the licensed materials, our trade marks, and any derivative works or enhancements thereof.

Confidential information

  1. Responsibility to keep information confidential. Each party must keep confidential any information it receives from the other party or under this agreement.
  2. The receiving party’s responsibilities. The party that receives confidential information agrees to protect the interests of the party it is from, and will:
  • only use it to comply with its responsibilities under this agreement;
  • only give the information to any of its employees or agents that need it, and only give as much of it as they need;
  • use reasonable security procedures to make sure employees or agents keep the information confidential;
  • get promises of confidentiality from those employees or agents who need access to the information;
  • not reveal the information to anyone else; and
  • not use it for any purpose other than this agreement.

End of this agreement. At the end of an agreement, the parties will give back to the other all originals and copies of confidential information of the other that they have. If the other agrees, they may destroy the confidential information they have.

Exceptions. These responsibilities will not apply to any information that:

  • is lawfully in the public domain (available to the general public) when a party received it;
  • lawfully becomes part of the public domain afterwards;
  • is given to the receiving party afterwards by a different person who is allowed to reveal the confidential information; or
  • is given to comply with a court order or other legal duty.

Indemnity. Each party indemnifies the other against any loss or damage that the other may suffer because of a breach of this clause by a party or its employees or agents.

Survival. This clause about confidential information is separate from the rest of this agreement and remains valid for five years after the end of this agreement.

Publicity. A party will not make any announcement or statement to the press about this agreement, without first getting written permission from the other party.

Limitation of liability

  1. Direct damages limited. To the extent permitted by applicable law, regardless of the form (whether in contract, delict or any other legal theory) in which any legal action may be brought, each party’s maximum liability for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid (or due and payable) by you to us in respect of this agreement for the period 12 months preceding the claim.  The aggregate amounts for all claims will not be greater than the maximum amount.
  2. Indirect damages excluded. To the extent permitted by applicable law, in no event will a party be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from this agreement.
  3. Exclusions. The limitation contained in this clause will not apply to (i) any breach by a party of the other party’s proprietary or confidential information or intellectual property; (ii) a party’s indemnification obligations under this agreement; (iii) or damages arising from a party’s gross negligence.

Warranties

  1. Mutual warranty. Each party warrants to the other that it has full power and authority to enter into this agreement and to perform all its respective obligations under this agreement.
  2. Disclaimer. We make no warranties or guarantees, whether express, implied or statutory or otherwise regarding or relating to the license materials. We specifically disclaim all implied warranties of merchantability and fitness for a particular purpose and use with respect to the license materials.
  3. Information only. All brochures, booklets, catalogues, trade pamphlets, advertising material or other documentation issued by us in respect of the license materials are for information purposes only, and do not constitute warranties, representations or undertakings in respect of the license materials.
  4. No other claim. Except as expressly set out in this agreement, you will have no claim or remedy against us in respect of any defect in the license materials.
  5. Your general warranties. You warrant further that:
  • your use of our license materials as contemplated by this agreement will not infringe the intellectual property rights of any third party;
  • on the effective date of this agreement, you are free to enter into and perform your own obligations under this agreement; and
  • you will not accept an obligation or restriction which would be inconsistent with, or conflict with the terms of this agreement.

Indemnity

Each party agrees to indemnify, defend, and hold harmless the other (and those related to it and its personnel, co-branders or other partners) from and against any claim, demand, loss, damage, cost, or liability (including legal costs) arising out of or relating to you failing to comply with your obligations or warranties contained in this agreement.

Relationship

  1. Cannot bind. You have no authority or right (whether express or implied) to bind, assume or create any obligations for, enter into any contract on behalf of, collect any money for or bring any action in a court of law on behalf of us.
  2. Your independence. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship with us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph.

Breach

If you:

  • do not fix any breach of this agreement (failure to comply with it) within seven days of receiving written notice from us to do so;
  • breach this agreement materially twice or more in any six month period;
  • are insolvent (bankrupt), or have some legal disability, for example, if you are placed under administration;
  • take steps to deregister yourself (close down) or are deregistered;
  • make any settlement or arrangement with your creditors; or
  • fail to pay a court order against you (do not satisfy a writ of execution) for more than one million rand, within 21 days;

then we may, without prejudice to any of our rights:

  • claim specific performance of this agreement (make you comply with this agreement); or
  • immediately cancel this agreement in writing; and
  • claim damages from you, including any claim for any fees already due.

Termination

Termination by agreement. Either party may terminate this agreement for any reason at any time.

Effect of termination

On termination of this agreement:

  • each party must stop using and return all property, including all trade marks and licensed materials, owned by the other immediately to the other party;
  • all rights given to you in this agreement will terminate immediately;
  • you will destroy any confidential information in your possession, and will certify to us that such actions have occurred.

Resolving disputes

Notifying each other. There will be a dispute about or from this agreement if a party writes to the other about it and asks for it to be resolved under this clause. The parties must refer any dispute to be resolved by:

  • Negotiation (direct talks to try and agree how to end the dispute); failing which
  • Mediation (talks in which a neutral third party tries to help the parties agree how to end the dispute); failing which
  • Arbitration (a hearing after which a neutral third party makes a binding decision about the dispute).
    1. Negotiation. Each party must make sure that their chosen representatives meet within 10 business days of notification, to negotiate and try to end the dispute by written agreement within 15 more business days.
    2. Mediation. If negotiation fails, the parties must refer the dispute to mediation under the mediation rules of the International Chamber of Commerce (“ICC”).
    3. Arbitration. If mediation fails, the parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under the rules of arbitration of the ICC. The arbitration will be held in English in London. The parties will agree and appoint one arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of the ICC will appoint the arbitrator.
    4. Periods. The parties may agree in writing to change the periods for negotiation or mediation.
    5. Urgent interim relief. This clause will not stop a party from applying to court for urgent interim relief (temporary help) while the dispute resolution process is being finalised. An example might be an interdict (type of court order).
    6. Severability. This clause is separate and divisible from the rest of this agreement and remains effective even if this agreement ends or is invalid.

Non-exclusivity

  1. Our freedom to agree. You understand that we may at any time (directly or indirectly) solicit agreements with or enter into agreements with any other entity on terms that may differ from those contained in this agreement or work with partners that compete with you.
  2. We are not restricted. Nothing in this agreement will prevent us from entering into the same agreement or similar agreements with any other entity or, in any way, restrict us from engaging in independent marketing and development activities.

Notices and domicile

  1. Notices. The parties will send all notices, authorisations, disclosures, acknowledgements, or requests by hand delivery, prepaid registered post, fax, or email to an address or number given in the specific terms.
  2. Service (delivery) address for legal documents. Each party chooses its street addresses and numbers as its domicilium citandi et executandi (its address for the service of any document used in legal action) for this agreement.
  3. Change of addresses or numbers. Each party may change the addresses or numbers in the specific terms to any other addresses by writing to the other party notifying them of the change.
  4. Deemed delivery. Notice will be considered to be delivered on the date shown on any hand-delivered, prepaid registered post, courier, fax or email confirmation of delivery.
  5. Notice actually received. If a party actually receives any notice or other communication, this will be good enough.

Force Majeure

  1. Parties not liable. No party will be responsible for any breach of this agreement caused by circumstances beyond its control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions, or acts of God.
  2. Party affected to notify other party. If there is an event of force majeure, the party affected will tell the other immediately, and they will meet within seven days to negotiate other ways to carry out any affected responsibilities under this agreement. The parties will continue to comply with the responsibilities that are not affected by the circumstances.
  3. Right to cancel. If a party cannot fulfil a material (significant) part of its responsibilities under this agreement for more than 60 days because of force majeure, the other party may cancel this agreement by written notice.

Assignment and subcontracting

  1. No assignment. No party may delegate its duties under this agreement or assign its rights under this agreement, in whole or in part.  We may assign this agreement to any successor or purchaser of its business or some of its assets.
  2. Exception. Despite this clause, we may cede and assign all rights and obligations under this agreement to a related person without your prior written consent, provided that we notify you within a reasonable time of the event occurring.
  3. Our third party contractors. We may sub-contract or delegate our obligations under this agreement to third party contractors.  We will remain liable for performance of the third party contractors. No one may require us to disclose the terms (including payment terms) of any sub-contract entered into with respect to our obligations under this agreement.

General

  1. Entire agreement. The agreement is the entire agreement between the parties on the subject.
  2. Changes. No change to this agreement is effective unless in writing and signed with a handwritten signature by authorised signatories of both parties.
  3. Waiver (giving up of rights). Any favour we may allow you will not affect or substitute any of our rights against you.
  4. Severability. If any term is void (invalid), unenforceable, or illegal, the term may be severed (removed) from and will not affect the rest of this agreement if it does not change its purpose.
  5. Governing law. The laws of England govern this agreement.
  6. Costs. Each party is responsible for its own costs of drafting and negotiating this agreement.