Last Updated: 27 March 2020
AT has built a marketplace (the AT Marketplace ) to curate applications from our developer network. Applications in this case mean any software application, functionality, website, product or service that you create that uses AT's APIs.
These AT Marketplace Terms and Conditions (the Agreement ) set out the legally-binding terms and conditions for the listing of your Application in the AT marketplace.
In this Agreement, we , us , our or AT will refer collectively to Africa's Talking International Limited and it's subsidiaries/affiliates existing from time to time and the terms you and your will refer to you. If you are listing the Application in the Marketplace on behalf of an organisation, then you are entering into this Agreement on behalf of that organisation and represent and warrant that you have the authority to bind that organisation to this Agreement (and, in which case, the terms you and your or Developer will refer to that organization). AT and the Developer are each referred to in this Agreement as a Party and collectively as the Parties.
To join the Marketplace, you must register your interest here, agree to be bound by this Agreement, and be notified by AT of acceptance of your Application into the Marketplace via email confirmation. Participation in this Marketplace does not authorize you to resell or sublicense our Services, unless mutually agreed upon in a separate written agreement between the Parties.
You will be solely responsible for, and AT will have no responsibility to handle support or maintenance of your Application. You must supply and maintain valid and accurate contact information that will be displayed in each Application detail page of the AT Marketplace and made available to users for customer support and legal purposes. Failure to provide adequate information or support for your Application may result in low ratings, less prominent placement, or removal from the AT Marketplace.
AT may allow users to rate and review your Application in the AT Marketplace. Those ratings may be used to determine the placement of your Application in the AT Marketplace, subject to AT's ability to change placement at AT's sole discretion.
AT does not undertake an obligation to monitor your Application or its content, however, AT may immediately remove your Application from the AT Marketplace if AT is notified by you or otherwise becomes aware and determines in its sole discretion that any portion of your Application or Your Name (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) if AT determines, in its sole discretion, that your Application is not meeting acceptable standards; (d) violating the terms of AT's API terms of service; or (d) violates the terms of this Agreement. AT reserves the right to suspend and/or bar any developer from the AT Marketplace at its sole discretion, without prior notice.
Notwithstanding anything to the contrary, you may provide suggestions, comments or feedback ( Feedback ) to AT regarding our products and services. Any such Feedback will be provided voluntarily and AT may use and commercially exploit any and all rights in the Feedback for any purpose without obligation or compensation to you, both during and after the term of this Agreement. Feedback will not be deemed to be your Confidential Information.
This Agreement will commence on the date of acceptance by AT into the AT Marketplace (the Effective Date ) and will remain in effect until terminated (the Term ). Either party may terminate this Agreement at any time for convenience by giving the other Party ten (10) days' written notice of such termination. AT may also terminate this Agreement immediately if you breach this Agreement. If this Agreement is terminated for any reason: (a) all licenses granted by either Party to the other will terminate; (b) AT will remove your application from the Marketplace; and (c) you will immediately cease to identify yourself or hold yourself out as a Marketplace Partner.
You agree to indemnify, defend and hold harmless AT and its representatives, agents and employees from any and all claims, demands, actions, damages (including attorneys' fees) and obligations of any kind that any third party may have relating to your violation of this Agreement, any dispute between you and a user of your app, or for AT's performance of a Review.
Except in connection with a Party's gross negligence, fraud or wilful misconduct, in no event shall either Party be liabile to the other Party for any consequential, special or indirect losses or damage sustained by either Party or any third parties in connection with this Agreement, howsoever arising whether under contract, tort or otherwise (including, without limitation, third party claims, loss of business or profit, loss of customers, loss of data or information, cost of substitute performance, or damage to reputation or goodwill) even if it has been advised of the possibility of such damages.
You hereby authorise AT to send notices to you relating to this Agreement (e.g. updates, notices of breach and/or suspension) via email to the email address you provide to us in your application. It is your responsibility to keep your email address current, and you will be deemed to have received any email sent to the last known email address AT has on record for you. Notices that AT sends to you via email will be deemed effective upon AT's sending of the email. Notices provided to AT under this Agreement shall be sent to the attention of [email protected], with a copy sent to the following address with respect to any legal matters, at [email protected].
We may change, add to or delete these AT Marketplace Terms or any portion thereof from time to time in our sole discretion. If we make a material change to these AT Marketplace Terms, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the AT Marketplace. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the AT Marketplace. If any change in unacceptable to you, then your only recourse is to remove your Application from the AT Marketplace. Your continued listing of the Application on the AT Marketplace will mean that you agree to the updates and modifications.
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
No variation, amendment or any alteration to any of the terms and conditions of this Agreement shall be of any force or effect unless they have been reduced to writing and have been duly signed by the Parties. The Parties agree that no other terms or conditions, whether oral or written, and whether express or implied, apply to this Agreement.
No waiver of any of the terms and conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same, and any such waiver will be effective only in a specific instance and for the purpose given. No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege.
If any term of this Agreement is to any extent illegal, otherwise invalid or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms shall remain in full force and effect; and to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
This Agreement including the additional terms, policies or agreements indicated herein, constitutes the entire agreement of the Parties concerning its subject matter and it supersedes any prior written or oral agreements between the Parties.
Neither Party shall assign any or all of its rights and obligations under this Agreement without the prior written consent of the other Party.
Governing Law and Dispute Resolution
Governing Law - This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with the laws of England and Wales.