API License Agreement

Last updated: October 1, 2020

BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE BOLD INNOVATION GROUP LTD. API, YOU AGREE TO THIS API LICENSE AGREEMENT (“API LICENCE”) WITH BOLD INNOVATION GROUP LTD. AND ITS AFFILIATES (“BOLD”, “WE”, “OUR” OR “US”). IF YOU ARE ENTERING INTO THIS API LICENCE ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY (AN “ENTITY”), YOU ARE AGREEING TO THIS API LICENCE FOR THAT ENTITY AND REPRESENTING TO US THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS API LICENCE, IN WHICH CASE THE TERMS “LICENSEE”, “YOU”, OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS API LICENCE, YOU MUST NOT ACCEPT THIS API LICENCE AND MAY NOT ACCESS NOR USE THE API.

1. Definitions.

(a) “API” means the application programming interface and any API Documentation or other API materials made available by Bold.

(b) “API Documentation” means the API documentation described at www.developers.boldcommerce.com from time to time.

(c) “API Key” means the security key Bold makes available for you to access the API.

(d) “Bold Marks” means Bold’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this API LICENCE.

(e) “Bold Offering” means the technology and application software made available by Bold on a hosted basis as listed and described at www.boldcommerce.com.

(f) “Your Applications” means any software applications or websites developed by you to interact with the API.

2. Licence Grants.

Subject to and conditioned on your compliance with all terms and conditions set forth in this API Licence and our Terms of Service available on our website, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the term of the API Licence to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Bold Offering; and (b) display certain Bold Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications. You acknowledge that there are no implied licences granted under this API Licence. We reserve all rights that are not expressly granted. You may not use the API or any Bold Mark for any other purpose without our prior written consent. Where applicable, you must obtain an API Key through the registration process to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

3. Use Restrictions.

Except as expressly authorized under this API Licence, you may not:

(a) copy, modify, or create derivative works of the API, in whole or in part;

(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;

(d) remove any proprietary notices from the API;

(e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

(f) combine or integrate the API with any software, technology, services, or materials not authorized by Bold;

(g) design or permit Your Applications to disable, override, or otherwise interfere with any Bold-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

(h) use the API in any of Your Applications to replicate or attempt to replace the user experience of the Bold Offering; or

(i) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

You will comply with all terms and conditions of this API Licence, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.boldcommerce.com from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to Canadian embargo, unsolicited mass distribution of email (“spam”), unconsented to commercial electronic messages (CEMs), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

4. Collection and Use of Your Information.

We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By 3accessing, using, and providing information to or through the API or the Bold Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at www.boldcommerce.com/legal#privacy-statement, and all applicable privacy and data security laws, rules and regulations.

5. Term and Termination.

The term of this API Licence commences when you access the API and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this API Licence, any rights granted herein, and/or your licences under this API Licence, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Bold Trademarks. In addition, this API Licence will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this API Licence. You may terminate this API Licence at any time by ceasing your access to and use of the API and Bold Trademarks. Upon termination of this API Licence for any reason, all licences and rights granted to you under this API Licence will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Bold Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of this API Licence will survive termination. Termination will not limit any of Bold’s rights or remedies at law or in equity.

6. Entire API Licence.

This API Licence, together with the Bold Terms of Service found at www.boldcommerce.com/legal#terms-of-service, the Bold Privacy Policy found at www.boldcommerce.com/legal#privacy-statement, and all guidelines and other documents linked or otherwise incorporated or referenced herein, set forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof. Either party’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

Our contact information can be found on our website at www.boldcommerce.com.

The registered head office for Bold is located at 50 Fultz Boulevard, Winnipeg, Manitoba, Canada, R3Y 0L6.