1.1 The definitions and rules of interpretation in this clause or elsewhere in this
Licence apply in this Licence.
the action(s) requested of the Street Repairs Platform by the Licensee using the Street Repairs API, in order to satisfy the search location and report the problem to Street Repairs initiated by the end user on the Licensee User Interface.
the API keys provided by Street Repairs that uniquely identify and authenticate the Licensee and enable the Licensee to carry out searches using the Street Repairs API and or associated software including mobile phone applications (app) linked to the API key or software;
any day which is not a Saturday, Sunday or public holiday in the UK;
Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9;
the date set out in, or identified in accordance with, the Licence Confirmation;
Initial Licence Term
the initial term of this Licence as set out in Licence Confirmation;
Intellectual Property Rights
patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
the Licence Confirmation and Agreed Terms, including the Schedule;
the initial pages of this Licence setting out, among other things, the Licence Fee and Initial Licence Term;
the period described in clause 11.2;
the documents and code examples provided by Street Repairs that assist the Licensee to build the Pages;
the Licence fees payable by the Licensee to Street Repairs as set out in the Licence Confirmation;
the website or websites identified in the Licence Confirmation;
Licensee User Interface
The page or pages on the Licensee Site that access the Street Repairs API;
Street Repairs and/or the Licensee.
Street Repairs API functionality that enables access to the website.
Term has the meaning given in clause 11 (being the Initial Licence Term together with any subsequent Renewal Periods);
Territory the United Kingdom;
Street Repairs API Functionality
the combination of the Street Repairs Platform, the Street Repairs API, the API keys, and the Service Materials and or associated software including mobile phone applications (app) linked to the API key or software
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Licence.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re- enactment and includes any subordinate legislation for the time being in force made under it.
1.8 References to the Schedule and clauses are to the Schedule and clauses of this Licence.
2. LICENSE GRANT AND RESTRICTIONS
2.1 Street Repairs API
Subject to the terms and conditions of this Licence, Street Repairs grants to Licensee during the Term a non-exclusive, non- transferable, limited right and license to the Street Repairs API for use only on the Licensee User Interface.
2.2 Service Materials
Subject to the terms and conditions this Licence, Street Repairs grants to Licensee during the Term a non-exclusive, non-transferable, limited right and license to use the Service Materials to build pages of the Licensee User Interface on the Licensee Site.
2.3 API Keys
Subject to the terms and conditions of this Licence, Street Repairs grants to the Licensee during the Term a non-exclusive, non-transferable, limited right and license to use the API Keys to access the Street Repairs API.
2.4 General Restrictions. The Licensee shall not:
(a) have any rights whatsoever with respect to the Street Repairs API or any portion of it and shall not use the Street Repairs API or any portion of it except as expressly set forth in this Licence. Without limiting the generality of the foregoing, the Licensee shall not, and shall not knowingly or negligently cause, permit or assist any third party to, modify, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code of the Street Repairs API, or any other Intellectual Property of Street Repairs;
(b) sublicense (except as expressly permitted by any agreement in writing between Street Repairs and the Licensee), lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the Street Repairs API, the API Keys, the Service Materials, API platform, the Documentation, the Intellectual Property, or any portion of it, to any third party;
(c) use the Street Repairs API on or in connection with any World Wide Web or intranet page, or mobile web page, or application other than the Licensee Site;
(d) use the Street Repairs API to operate a service bureau (or any similar operation not integrated into value-added content specific to Licensee’s business), or to process or generate data for any third party (other than for end-users as expressly permitted by this Licence);
(e) access the Street Repairs other than by use of the
API, Licensee User Interface and API Keys;
(f) use the Street Repairs API or Service Materials for any purpose not expressly permitted by this Licence;
(g) use the Street Repairs API for any purpose other than to access
the Street Repairs Website Platform;
(h) use the Service Materials for any purpose other than to develop the
Licensee User Interface;
(i) grant the right to or permit (in the event that Licensee acquires the knowledge) any third party to include or integrate into any World Wide Web page any hypertext link to any Licensee Site for the primary purpose of retrieving data from the Street Repairs platform; nor
(j) use the Street Repairs API in connection with any pages containing unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive materials; or to facilitate illegal activity; or to depict sexually explicit images; or to promote unlawful violence; or to discriminate based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity.
2.5 Other Restrictions and Rights of Street Repairs
(a) Responsibility for API Keys. The API Keys are the confidential information and are the property of Street Repairs. If Street Repairs determines that third parties are accessing the Street Repairs Platform through the API Keys without proper authorisation to do so, or if Licensee exceeds the scope of the license by using API Keys to use the Street Repairs Platform features that are not licensed by this Licence. The Licensee shall, in addition to other remedies available to Street Repairs, be responsible for all charges incurred with such usage, as reasonably determined by Street Repairs. Street Repairs reserves the right in its sole discretion to change Licensee’s API keys (with or without a fee), or terminate this Licence if such unauthorised usage is discovered.
(b) Expiration of API Keys. The Licensee acknowledges that the API Keys will expire upon expiration of the Term, unless they are renewed in accordance with this Licence.
(c) No Exclusivity. Unless otherwise agreed in this Licence this Licence shall not prevent Street Repairs from entering into similar licences or other agreements with third parties.
3. CHARGES AND PAYMENT
3.1 There is no charge to access the API for development and testing on an internal network, before the Launch Date.
3.2 The Licensee shall pay the Licence Fees to Street Repairs on the Payment Terms in accordance with the Licence Confirmation.
3.3 If Licensee Site or mobile application can be accessed by users outside of Licensee’s organisation (for example but without limitation, a site or application that consumers access), then reserves the right in its sole discretion to make it a condition of accessing the Search and Report API that the Licensee displays the Street Repairs logo or name, or name on Licensee’s screen where information that has been generated or tailored by the service is displayed and at a size to be agreed by Street Repairs. Street Repairs will provide the logo or name in an appropriate form if required or if being displayed on the Licensee’s website.
3.4 If Street Repairs has not received payment within 15 days after the due date of any amount payable to it under this Licence including Licence Fees, and without prejudice to any other rights and remedies of Street Repairs:
(a) Street Repairs may, without liability to the Licensee, disable the API Keys, and access to all or part of the Street Repairs API, and Street Repairs shall be under no obligation to renew such access while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
3.5 All amounts and fees stated or referred to in this Licence:
(a) shall be payable in pounds sterling or any other currency acceptable to Street Repairs;
(b) are, non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Street Repairs' invoice(s) at the appropriate rate.
3.6 Street Repairs shall be entitled to increase the Licence Fees, at the start of each Renewal Period upon 60 days' prior notice to the Licensee and the Licence Confirmation shall be deemed to have been amended accordingly.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Authority. Each Party represents and warrants that it has the full corporate right, power and authority to enter into this Licence; the execution of this Licence and performance of its duties and obligations by this Licence do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and when executed and delivered by it, this Licence will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.2 Street Repairs API Functionality. Street Repairs warrants that, during the Term, the Street Repairs API Functionality shall perform substantially in accordance with the documentation. As Licensee’s role sole and exclusive remedy for a failure to comply with this warranty, and provided such non-compliance is reported to Street Repairs in a timely manner, Street Repairs will, in its sole discretion, use commercially reasonable efforts to correct any verifiable errors so that the Street Repairs API Functionality complies with such warranty.
4.3 Exclusions. Notwithstanding the provisions of clauses 4.2 and 4.3, Street Repairs does not warrant that
(a) the Street Repairs API Functionality will meet Licensee’s requirements
(b) there will be any a specific outcome resulting from Licensee’s use the Service, and Street Repairs is not responsible for decisions the Licensee or Licensee’s end users make as a result of using the Street Repairs API Functionality;
(c) the Licensee’s or end user’s use of the Street Repairs API Functionality will be uninterrupted, error-free, or available at all times;
(d) any interruptions or errors identified by Licensee can or will be corrected; or
(e) any API functionality (or the contents of it) is accurate, complete or correct.
Without limiting the generality of the foregoing, Street Repairs shall have no obligation or other liability with regard to any error or non-compliance with the warranty set forth in clause 4.2 that is caused, in whole or in part, by;
(a) modifications to the Street Repairs API Functionality made by Licensee or any third-party;
(b) use of the Street Repairs Service other than as described in
(c) hardware, software or other products not provided by Street Repairs;
(d) the negligence, misuse or improper use of the Street Repairs API
Functionality by Licensee or any third-party.
5. LIMITATION OF LIABILITY
5.1 This clause 5 sets out the entire financial liability of Street Repairs (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Licensee:
(a) arising under or in connection with this Licence;
(b) in respect of any use made by the Licensee of the Street
Repairs API Functionality; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Licence.
5.2 Except as expressly and specifically provided in this Licence:
(a) the Licensee assumes sole responsibility for results obtained from the use of the Street Repairs API Functionality by the Licensee, and for conclusions drawn from such use. Street Repairs shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Street Repairs by the Licensee in connection with the Licence, or any actions taken by Street Repairs at the Licensee's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Licence; and
(c) the Street Repairs API Functionality and the Documentation are provided to the Licensee on an "as is" basis.
5.3 Nothing in this Licence excludes the liability of Street Repairs:
(a) for death or personal injury caused by Street Repairs’ negligence; or
(b) for fraud or fraudulent misrepresentation.
5.4 Subject to clause 5.2 and clause 5.3:
(a) Street Repairs shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Licence; and
(b) Street Repairs’ total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Licence shall be limited to the total Licence Fees paid for the three months immediately preceding the date on which the claim arose.
6. SEARCH AND REPORT DATA
Street Repairs is not obliged to store, back-up, archive or otherwise record any data submitted to it by the Licensee during and API Call.
7. LICENSEE'S OBLIGATIONS
The Licensee shall:
(a) provide Street Repairs with all necessary co-operation in relation to this Licence; and
(b) comply with all applicable laws and regulations with respect to the use of the Street Repairs Platform in accordance with this Licence.
8. PROPRIETARY RIGHTS
8.1 The Licensee acknowledges and agrees that Street Repairs owns all of the Intellectual Property Rights in the Street Repairs API and that other than as expressly stated in this Licence, this Licence does not grant the Licensee any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Street Repairs API.
8.2 Street Repairs confirms that it has all the rights in relation to the Street Repairs API that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Licence.
9.1 Each Party may be given access to Confidential Information of the other Party in order to perform its obligations or exercise its rights under this Licence. A Party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Licence.
9.3 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 Licence.
9.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5 This clause 9 shall survive termination of this Licence, however arising.
10.1 The Licensee shall defend, indemnify and hold harmless Street Repairs against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees) arising out of or in connection with the Licensee's use of the Street Repairs API, provided that:
(a) the Licensee is given prompt notice of any such claim;
(b) Street Repairs provides reasonable co-operation to the Licensee in the defense and settlement of such claim, at the Licensee's expense; and
(c) the Licensee is given sole authority to defend or settle the claim.
10.2 Street Repairs shall defend the Licensee, its officers, directors and employees against any claim that this License infringes any United Kingdom patent effective as of the Launch Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Licensee for any amounts awarded against the Licensee in judgment or settlement of such claims, provided that:
(a) Street Repairs is given prompt notice of any such claim;
(b) the Licensee provides reasonable co-operation to Street Repairs in the defense and settlement of such claim, at Street Repairs’ expense; and
(c) Street Repairs is given sole authority to defend or settle the claim.
10.3 In the defense or settlement of any claim, Street Repairs may procure the right for the Licensee to continue using the Street Repairs API, replace or modify the Street Repairs API Functionality so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Licence on two Business Days’ notice to the Licensee without any additional liability or obligation to pay liquidated damages or other additional costs to the Licensee.
10.4 In no event shall Street Repairs, its employees, agents and sub-contractors be liable to the Licensee to the extent that the alleged infringement is based on:
(a) a modification of the Street Repairs API Functionality by anyone other than Street Repairs; or
(b) the Licensee's use of the Street Repairs API in a manner contrary to this Licence; or
(c) the Licensee's use of the Street Repairs API after notice of the alleged or actual infringement from Street Repairs or any appropriate authority.
10.5 The foregoing and clause 4.2 states the Licensee's sole and exclusive rights and remedies, and Street Repairs’ (including Street Repairs’ employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. TERM AND TERMINATION
11.1 Notwithstanding any other provision of this Licence, Street Repairs may in its sole discretion terminate this Licence without liability, provided always that Street Repairs gives the Licensee fourteen days written notice of such termination.
11.2 This Licence shall, unless otherwise terminated as provided in this clause 11, commence on the Launch Date and shall continue for the Initial Licence Term (subject to any contrary provision set out in the Licence Confirmation) and, thereafter, this Licence shall be automatically renewed for successive periods of 12 months (each twelve months), unless:
(a) either Party notifies the other Party of termination, in writing, at least
60 days before the end of the Initial Licence Term or any Renewal Period, in which case this Licence shall terminate upon the expiry of the applicable Initial Licence Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Licence and the Initial Licence Term together with any subsequent Renewal Periods shall constitute the “Term”.
11.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either Party may terminate this Licence without liability to the other and subject to Street Repairs’ right to terminate under clause 11.1, if:
(a) the other Party commits a material breach of any of the terms of this Licence and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other Party, or notice of intention to appoint an administrator is given by the other Party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other Party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other Party, or if any other person takes possession of or sells the other Party's assets; or
(e) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other Party ceases, or threatens to cease, to trade; or
(g) the other Party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.4 On termination of this Licence for any reason:
(a) this Licence shall immediately terminate;
(b) each Party shall return and or destroy all documentation (and all copies of them) belonging to the other Party; and
(c) the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
12. FORCE MAJEURE
Street Repairs shall have no liability to the Licensee under this Licence if it is prevented from or delayed in performing its obligations under this Licence, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Street Repairs or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Licensee is notified of such an event and its expected duration.
13. EQUITABLE REMEDIES
The Licensee acknowledges and agrees that monetary damages would be insufficient to compensate Street Repairs for an actual or anticipated breach of this Licence by Licensee. Licensee agrees that in such circumstances Street Repairs shall be entitled to equitable remedies (including preliminary and permanent injunctions), in addition to any other remedies available to Street Repairs at law or by this Licence.
14.1 A waiver of any right under this Licence is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
14.2 Unless specifically provided otherwise, rights arising under this Licence are cumulative and do not exclude rights provided by law.
15.1 If any provision (or part of a provision) of this Licence is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16. ENTIRE AGREEMENT
16.1 This Licence, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.2 Each of the Parties acknowledges and agrees that in entering into this Licence it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Licence or not) relating to the subject matter of this Licence, other than as expressly set out in this Licence.
17.1 The Licensee shall not, without the prior written consent of Street Repairs assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Licence.
17.2 Street Repairs may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Licence.
18. NO PARTNERSHIP OR AGENCY
Nothing in this Licence is intended to or shall operate to create a partnership between the Parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19. THIRD PARTY RIGHTS
This Licence does not confer any rights on any person or party (other than the parties to this Licence and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
20.1 Any notice required to be given under this Licence shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Licence, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Licence.
20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first- class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email to the recipient’s correct email address shall be deemed to be received at the time sent unless the contrary is proven.
This Licence may be executed in any number of counterparts and by the parties on separate counterparts, each of which when executed and delivered shall constitute an original of This Licence, but all the counterparts shall together constitute the same agreement. The expression “counterpart” shall include any executed copy of This Licence transmitted by fax or scanned into printable PDF, JPEG, or other agreed digital format and transmitted as an e- mail attachment.
22. GOVERNING LAW AND JURISDICTION
22.1 This Licence and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).