QuikOrder API Terms of Use

The following API Terms of Use, including the terms incorporated herein by reference (collectively, the “Terms”) are an agreement effective as of the date of acceptance as provided herein (the “Effective Date”), by and between QuikOrder, Inc. (“QuikOrder”, “we”, “our” or “us”) and you, or the individual, company or other entity that you represent (“Licensee” or “you”). If you are entering into these Terms on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to these Terms.

QuikOrder and its affiliates have developed an ecommerce platform (the “QuikOrder Platform”) that receives, prices and transmits food orders from customers.  The Terms govern your use of certain application programming interfaces and associated software and documentation for the QuikOrder Platform that are made available by QuikOrder and its affiliates (collectively, “QuikOrder APIs” or “QOAPIs” or “APIs”).  The QuikOrder APIs permit you to build or implement applications or websites (“Licensee Applications”) that interact and interface with the functionality, websites, and services of the QuikOrder Platform (the “Services”).

By building Licensee Applications that interact with Services or by using the QuikOrder APIs, including but not limited to requesting authentication credentials or making calls to the QOAPIs, you unconditionally consent and agree to be bound by the Terms. Please read all the Terms carefully.

1. Subject to the terms and conditions of the Terms, including the restrictions set forth in Sections 3 and 4, QuikOrder grants you a non-exclusive, non-transferable, non-sublicensable, right and license during the Term: (a) to use the QOAPIs to develop and implement Licensee Applications; (b) to use and make calls to the QOAPIs in order to make use of the Services in connection with the operation of Licensee Applications for the benefit of your clients who have also entered into a separate agreement with QuikOrder (a “Services Agreement”) to use the QuikOrder Platform (each a “Client”); (c) to receive content, material and information made available through the QOAPIs or Services (“Content”); (d) to use, reproduce, manipulate and modify the Content only to the extent necessary to process, format and display it through your Licensee Applications in the manner permitted by the Terms; and (e) to display Content to your applicable Client and its users of your Licensee Applications (“Users”) in the manner permitted by these Terms. Licensee agrees to include the phrase “Powered by QuikOrder®” and the QuikOrder logo in any Licensee Application, the size and location of such notice to be in accordance with industry standards and subject to QuikOrder’s approval; QuikOrder grants Licensee a limited, non-exclusive, nontransferable and non-assignable license to use the QuikOrder trademark and logo for this purpose. Licensee Applications may not use or access the QOAPIs or Services in order to monitor the availability, performance, or functionality of the QOAPIs or Services, or for any other benchmarking or other competitive purposes, except as necessary to utilize the QOAPIs.
2. Access Credentials. You will use and access the QOAPI documentation and website using login credentials authorized by us (each a “Login”). Each Login is unique and confidential and is intended for use only by you.  Licensee applications will access and use the QOAPIs using access credentials provided by us (which may be tokens, OAuth tokens, or other forms of access validation) (each an "Authentication Credential”).   Authentication Credentials may be unique to you, or may be of a shared type for uses related to a Client or Licensee entity. You are not allowed to disclose your Login or Authentication Credentials (together “Credentials”) to third parties or permit others to use your Credentials.  You acknowledge that you will be held responsible for any use or security breach traceable to your Credentials.  You will keep your Credentials secure and will take reasonable security measures to protect against unauthorized usage of or access to your Credentials, your Licensee Applications, and the Content.  You agree to immediately notify us in the event you determine, or have reason to believe, that an unauthorized party has gained any unauthorized access. In such event you agree to take all reasonable steps to ensure that such access ceases and to prevent any recurrence.
3. API Prohibitions. Unless expressly permitted in a Services Agreement, when using the QOAPIs, you shall not (nor allow your Clients, Users, or those acting on your behalf to):
   • Sublicense, rent or lease the QOAPIs for use by a third party.
   • Use a proxy, intermediary or other mechanism to permit a third party to utilize the QOAPIs through you or your Credentials, or to hide, misrepresent or mask the identity of the entity or application using the QOAPIs. In no event will you permit any third party to directly or indirectly call a credit card API (including through the use of any proxy, intermediary or other mechanism).
   • Re-package the QOAPIs, forward an QOAPI call from a third party, or otherwise use an QOAPI in a manner that permits a third party to circumvent the need for obtaining its own access to the QOAPIs.
   • Use the QOAPIs to create a Licensee Application that is a substitute for, or substantially similar service to, the QOAPIs or Services and offer it for use by third parties.
   • Use the QOAPIs or Services in unintended ways without the prior approval of QuikOrder, including to bulk upload, bulk download, or create automated feeds of any Content.
   • Perform an action with the intent of introducing to the QOAPIs or Services any viruses, worms, defects, Trojan horses, malware, or other item intended to disrupt or damage the QOAPIs, Services or Content, or collect information about the Services or the users thereof.
   • Interfere with or disrupt the QOAPIs or the servers or networks providing the QOAPIs.
   • Modify, adapt or make derivative works of the QOAPIs or Services, or reverse engineer, translate, decompile, disassemble or derive any source code, underlying ideas, algorithms, structure or organizational forms of the QOAPIs or Services.
   • Use the QOAPIs in any manner that does or could potentially undermine the security of the Services or the Content, including attempts to (i) interfere with, modify or disable any features, functionality or security controls of the QOAPIs or Services, or (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the QOAPIs, Services or Content.
   • Use the QOAPIs, Services or Content in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations.
   • Defame, abuse, harass, stalk, or threaten others or encourage or promote illegal activity or violation of third party rights.
4. Content Restrictions. Unless expressly permitted in a Services Agreement or by applicable law, you shall not (nor allow your Clients, Users or those acting on your behalf to) do the following with Content returned from the QOAPIs or Services:
   • Pre-fetch, cache, index, scrape, archive, store or build databases of any Content or any information expressed by Content (such as hashed or transformed data), including keeping copies of Content in any manner that is meant to avoid calls to the QOAPIs or to prevent us from accurately tracking usage, except that you may store limited amounts of Content solely for the purpose of improving the performance of your Licensee Application due to network latency only if such storage: (i) is temporary (and in no event longer than permitted by the cache header, and in the absence of such a header it is not permitted); (ii) is secure; (iii) does not manipulate or aggregate any part of the Content or Services; and (iv) does not modify attribution in any way.
   • Re-package, export, re-purpose, resell, forward, transfer, distribute, sublicense, sell, lease or otherwise provide a third party (other than your Users) with Content or access to Content, including but not limited to by offering access to the Content through your own API.
   • Use Content obtained in connection with a Client for the benefit of any other third party.
   • Use the Content or other information collected from the Users of Licensee Applications to create a Licensee Application that is a substitute for, or substantially similar service to, QOAPIs or Services and offer it for use by third parties or for your own use not in connection with the QuikOrder Platform.
   • Use the Content to create or augment your own datasets or database (or that of a third party) that is used in competition with or as a replacement for the QOAPIs, Services or Content.
   • Modify, translate, alter or create a derivative work based on 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.
   • Use any Content outside of your Licensee Applications. For example, you will not export or save the Content to a third party’s platform or service.
   • Remove, obscure, or alter any proprietary notices, trademarks, or other proprietary rights notices affixed to or contained in the Content.
5. Use of APIs. Your use of the QOAPIs is subject to any usage limits (e.g. limiting the number of QOAPI requests that you may make or the number of Users you may serve) of which you have been notified in connection with receiving or using your Credentials (“Limits”). QuikOrder reserves the right to modify and enforce such Limits in our sole discretion. You agree to, and will not attempt to circumvent, such Limits. If you would like to use any QOAPI beyond applicable Limits, you must obtain QuikOrder’s express consent (and QuikOrder may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). QuikOrder reserves the right to monitor your use of the QOAPIs for any reason, including to ensure your compliance with the Terms and in connection with calculating any applicable usage fees. You will not interfere with this monitoring. You will pay any applicable usage fees of which you are notified and any related taxes thereon. You will immediately report to QuikOrder any security flaws you discover in any of the QOAPIs or Services. You will comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You shall furnish, at your expense, any computer, networking, telecommunications and other equipment necessary for you to use the QOAPIs, access the Internet, run your Licensee Applications and use the Content. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control, including but not limited to third party outages, delays, latency, or changes.
6. Licensee Applications. QuikOrder does not acquire ownership in Licensee Applications, and by using our QOAPI, you do not acquire ownership of any rights in our QOAPI or the Content that is accessed through our QOAPI. You will use commercially reasonable efforts to protect User information collected by Licensee Applications, including personally identifiable information (“PII”) and payment card information (“PCI”), from unauthorized access or use and will promptly report to QuikOrder and Users any unauthorized access or use of such information to the extent required by applicable law. You will comply with all applicable privacy laws and regulations, including those applying to PII and PCI, and those relating to privacy policies and required disclosures that information is shared with QuikOrder and third parties.
7. You acknowledge that the QOAPIs and Services (including all related documentation and information as well as the underlying ideas, algorithms, methods, structure, headers and organizational forms of the QOAPIs and Services) are the confidential and proprietary information of QuikOrder (“Confidential Information”).  You may use such Confidential Information only to the extent necessary to exercise your rights under the Terms, and you shall not disclose Confidential Information to any third party without our prior written consent. You agree to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that you use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable standard of care. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice (unless a court orders that we not receive notice) and assist us in seeking a protective order.
8. You acknowledge and agree that QuikOrder may modify and update these Terms or the QuikOrder Platform, QOAPIs, the Services, or Content, from time to time (a “Modification”). We may notify you of Modifications through a form of direct communication, including but not limited to e-mail or notifications provided through the Services. A Modification to the QuikOrder Platform, QOAPIs, the Services, or Content may be made with or without prior notice, and notice (whether prior to or after the Modification is implemented) will only be provided where QuikOrder reasonably foresees an impact on your ability to utilize that functionality. A Modification to the Terms will become effective thirty (30) days after we have provided you notification of that Modification. 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 the Services and display Content. Your sole recourse for such adverse effects is to terminate the Terms pursuant to Section 12. Your continued access to or use of the QuikOrder Platform, QOAPIs, Services or any Content following such thirty (30) day period after notice of a Modification of the Terms shall constitute binding acceptance of the applicable Modification(s). If you do not agree to a Modification, you should discontinue your use of the APIs, Services and Content.
9. Intellectual Property. Except as otherwise provided in a Services Agreement, QuikOrder retains all worldwide right, title and interest in and to the QuikOrder, Platofrm, QOAPIs, Services, and Content and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein. If you acquire any rights in such items, by operation of law or otherwise, you will, at no expense to QuikOrder, immediately effectuate an assignment of such rights to QuikOrder. You agree not to act in any manner inconsistent with QuikOrder’s ownership. Any of QuikOrder’s rights not expressly granted under the Terms are reserved.
10. You may provide QuikOrder with feedback or comments related to the QOAPIs, Services or Content and/or your experience with and use thereof (“Feedback”). You agree that QuikOrder and its designees and assigns shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate, and otherwise use Feedback, including all derivative works thereof, for any and all purposes, commercial or otherwise, with no obligation of any kind to you.
11. The Terms do not entitle you to any support for the QOAPIs, Services or Content, although you may be entitled to such support as provided in an applicable Services Agreement or other separate agreement with QuikOrder. Except as otherwise provided in a Services Agreement or other separate agreement with QuikOrder, you acknowledge and agree that QuikOrder has no obligation to provide support or technical assistance directly to your Users and you shall not represent to any of your Users that QuikOrder is available to provide such support.
12. This Section 12 is subject to any other obligations or agreements, such as a Services Agreement. You may stop using our APIs at any time with or without notice. If you want to terminate the Terms, you must provide QuikOrder with prior written notice and upon termination, cease your use of the applicable QOAPIs. QuikOrder may immediately suspend access to the APIs by you or your Licensee Applications if we reasonably believe that you are in violation of the Terms, and we will take commercially reasonable measure to notify you of such suspension. Upon thirty (30) days’ notice, QuikOrder reserves the right to terminate the Terms with you or discontinue the QOAPIs or your access thereto for any or no reason without liability or other obligation to you (the discontinuation of a portion or feature of the QOAPI is a Modification and is covered in Section 8 and may be done with no prior notice). Upon any termination of the Terms or discontinuation of your access to QOAPI, you will immediately stop using the QOAPIs and delete any Content in your possession or control. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 7, 9, 10, 12, 13, 14 and 15.
13. Disclaimers and Limitations of Liability.
    • WE PROVIDE THE QOAPIS “AS IS”. NEITHER QUIKORDER NOR ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE QOAPIS. QuikOrder shall not be liable for any loss, liability or damage of any kind resulting in any way from (i) any errors in or omissions from the QOAPIs, Services or Content available or not included therein, (ii) the unavailability or interruption of the QOAPIs or Services, any features thereof or any Content available therefrom, (iii) your use of the QOAPIs or Services, (iv) use of or reliance on Content provided in connection with in the Services, or (v) any delay or failure in performance of the QOAPIs or Services.  Specifically, QuikOrder is not responsible for any costs incurred as the result of lost profits or revenue, loss of use of the QOAPIs, Services or Content, use of or reliance on Content, loss of data, costs of recovering data, the costs of any substitute programs, claims by third parties, or other similar costs. Licensee agrees that the Services are not a consumer good for purposes of federal or state warranty laws.
    • QUIKORDER SHALL NOT BE LIABLE FOR ANY CLAIM FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST DATA, LOST PROFITS OR BUSINESS LOSS, ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL QUIKORDER’S LIABILITY TO YOU RELATED TO THIS AGREEMENT OR THE QOAPIS, THE SERVICES OR THE CONTENT, OR TO ANY PARTY CLAIMING THROUGH YOU, UNDER ANY THEORY OF LIABILITY EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO QUIKORDER IN CONNECTION WITH USE OF THE QOAPIS DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING SUCH LOSS OR DAMAGE. IN ALL CASES, QUIKORDER, AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
    • NOTHING IN THIS SECTION 13 SHALL AFFECT OR LIMIT ANY RIGHT OR REMEDY OF LICENSEE UNDER ANY SEPARATE AGREEMENT WITH QUIKORDER RELATING TO THE QUIKORDER PLATFORM OR SERVICES, INCLUDING ANY REMEDY AVAILABLE TO LICENSEE UNDER AN APPLICABLE SERVICES AGREEMENT BETWEEN THE PARTIES.
14. Except to the extent prohibited by applicable law, you will defend, indemnify and hold harmless QuikOrder and its affiliates, and their directors, officers, employees, contractors and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third party allegation or legal proceeding to the extent arising from: (a) a Licensee Application; (b) any act or omission by you in connection with your use of the QOAPIs, Services or Content; (c) the use or misuse by you or your Users of the QOAPIs, Services or Content; (d) the violation by you or your Users of the Terms; or (e) any content or data routed into or used with the QOAPIs or Services by you, those acting on your behalf, your Client or your Users.
15. General Provisions.
    • Assignment. Licensee may not assign or delegate the Terms or any right, interest benefit or obligation under the Terms without our prior written consent.  Any assignment, delegation or transfer of the Terms made in contravention of the terms hereof shall be null and void.  Subject to the foregoing, the Terms shall be fully binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
    • Notice. Any notice required under the Terms will be in writing and sent to the contact points given by a party from time-to-time.  Notices will be sent by facsimile, certified mail or by overnight courier. We may also provide notice to you via the QOAPIs or Services or via email using the contact information that you supplied.
    • Severability. Any provision of the Terms that is held by a court of competent jurisdiction to be invalid or unenforceable shall be changed and interpreted so as best to accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Terms shall remain in full force and effect.
    • Government Rights. The QOAPIs were developed solely at private expense and are “restricted computer software” and/or “commercial computer software” within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto. The QOAPIs are provided with RESTRICTED RIGHTS, and are licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the Terms set forth herein.
    • Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, excluding conflicts of laws provisions thereof.  Any action or proceeding against any party under or in connection with the Terms may only be brought in a state or federal court in Cook County, Illinois.  The parties hereby irrevocably (i) submit to the exclusive jurisdiction of such courts and (ii) waive any objection they may now or hereafter have as to the venue of any such action or proceeding brought in any such court or that any such court is an inconvenient forum.
    • Injunctive Relief. You agree that QuikOrder would be irreparably harmed by a breach of Section 1, 3, 4, and 7 and that we shall be entitled to an injunction (both preliminary and permanent) from any court of competent jurisdiction, without posting bond or other security, enjoining and restricting the breach or threatened breach thereof.
    • Relationship Between parties. Nothing contained in the Terms shall be construed as creating a joint venture, partnership, agency, or employment relationship between the parties, and neither party shall have the right to bind the other party or incur any obligation on the other party’s behalf without the other party’s prior written consent.
    • Waiver and Amendment. The failure of either party to exercise any right granted herein or to require any performance of any provision of the Terms or the waiver by either party of any breach of the Terms shall not prevent a subsequent exercise or enforcement of such provision or be deemed a waiver of any subsequent breach of the same or any other provision of the Terms.  No modification, amendment or waiver of any provision of the Terms shall be effective unless in writing and signed by the party to be charged.
    • Entire Agreement. This Agreement embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations, and understandings, whether written or oral relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. The parties are relying solely on the representations made in the Agreement and not upon any representations made prior to the date hereof by, but not limited to, any employee or agent of the parties.  Nothing in the Terms shall affect, limit or supersede any Services Agreement or other separate written agreement between the parties relating to the QuikOrder Platform, and in the event of a direct conflict between any such Services Agreement and the Terms, the terms of the Services Agreement shall control with respect to the QuikOrder Platform.
    • Publicity. We may identify you as a user of the QOAPIs to present and potential customers.