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.

1. Joining the Marketplace

   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.

2. Review
   1. During the Term, you grant permission to AT and its designated personnel, to perform, at times and dates selected by AT, one or more Reviews on your Application, and related services and/or computer systems (a Review ). AT will not divulge any information to a third party (other than authorized contractors and agents acting on its behalf) that has been disclosed by you in relation to a Review. All such information and results are confidential and will be treated as such; provided, that AT may disclose such information and results to a third party as required by law or to the extent such information and results is in an aggregate form that does not identify your or the Application, and that is stripped of all persistent identifiers (e.g., device identifiers, IP addresses, and cookie IDs). At any time during a Review, you may request AT to promptly stop the tests, however, such request may result in a 'Failed' review. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with a Review and will not make a claim against AT for lost data, re-run time, inaccurate output, work delays or lost profits resulting from a Review.
   2. You acknowledge and agree that notwithstanding any Review conducted by AT, AT does not "certify", warrant or support the Application. You further represent and warrant that you will not make any externally-facing statements to the contrary, including any statements that imply AT's endorsement, certification, affiliation or partnership.
3. Licence Grants
   1. During the Term, you grant to AT a limited, worldwide, non-exclusive, and royalty-free license to (a) perform, display, and use your Application for administrative and demonstration purposes in connection with the operation, improvement and marketing of the AT Marketplace; (b) distribute your Application through the AT Marketplace; (c) perform a Review on your Application; and (d) use the trade names, trademarks, service marks, logos, and domain names associated with your Application (collectively, Your Names ) as a reference for marketing or promotional purposes on and in connection with the AT Marketplace and in other communications with, or promotions for, existing or potential developers, partners and customers about the AT Marketplace.
   2. You grant AT the right to use your company name and logo as a reference for marketing or promotional purposes on AT's website and in other public or private communications with existing or potential AT customers. If you are accepted into the AT Marketplace and publish an Application that gets approved for inclusion in the AT Marketplace, you may call yourself a Marketplace Partner.
4. Warranties
   1. You represent and warrant that you have all right, title and interest necessary for AT to distribute your Application, including all intellectual property rights, such as patent, trademark, trade secret, copyright and other proprietary rights, in and to your Application and Your Names. You will not distribute any material through the AT Marketplace that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or has permission from their rightful owner to submit the material.
   2. You represent and warrant that you have the appropriate authority and permission to enter into this Agreement on behalf of the developer of the Application, that the developer of the Application has the legal right to subject the Application, services and computer system(s) to a Review and that if it is not the owner of such Application, services and computer system(s), it has obtained such right from the legal owner.
5. Support

   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.

6. Review Ratings

   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.

7. Removals

   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.

8. Feedback

   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.

9. Marketplace Administration

   From time to time, we may use the contact details you provide to send information about the AT Marketplace, including information about related events and training opportunities, invitations to participate in surveys and research opportunities, and other information supporting your efforts to deliver solutions on AT in accordance with our Privacy Policy.

10. Usage Statistics

    In order to improve the AT Marketplace, AT may collect certain usage statistics from the AT Marketplace about your Application, including but not limited to, information on how the AT Marketplace is being used. The data collected is examined in the aggregate to improve the AT Marketplace and is maintained in accordance with our Privacy Policy.

11. Confidentiality

    1. Each Party undertakes that it shall not at any time, and for a period of three (3) years after termination of this Agreement, disclose to any person any confidential information concerning the business (including but not limited to computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information) of the other Party except as permitted by Clause 11.2.
    2. Each Party may disclose the other Party's confidential information:
       1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12. Term

    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.

13. Indemnification

    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.

14. Limitation of Liability

    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.

15. Notices

    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].

16. Amendments

    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.

17. Relationship of the Parties

    This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

18. Variation

    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.

19. Waiver

    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.

20. Severability

    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.

21. Entire Agreement

    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.

22. Assignment

    Neither Party shall assign any or all of its rights and obligations under this Agreement without the prior written consent of the other Party.

23. Governing Law and Dispute Resolution

    1. 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.

    2. Amicable Settlement

       1. The Parties shall use their best efforts to settle amicably any dispute arising from or in connection with this Agreement through good faith negotiations between the senior officers of the Parties. The Party seeking resolution of a dispute will first give notice in writing to the other Party, setting forth the nature of the dispute and a concise statement of the issues to be resolved.
       2. All information exchanged during this meeting or any subsequent dispute resolution process, shall be regarded as "without prejudice" communications for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their Representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.
    3. Arbitration
       1. If the dispute has not been settled amicably within thirty (30) days (or such longer period as may be agreed upon between the Parties) from when the dispute resolution process was instituted, a Party may elect to refer the dispute to arbitration for final resolution under the arbitration rules of the London Court of International Arbitration ( LCIA ).
       2. Where a Partyelects to commence arbitration proceedings, such arbitration shall be determined by a single arbitrator to be appointed by agreement between the Parties or, in default of such agreement, within fourteen (14) days of the notification of a dispute, the arbitrator shall be appointed upon the application of either Party, by a Judge of the Supreme Court of Mauritius.
       3. The arbitration shall be conducted in Port Louis, Mauritius. The language of the arbitration shall be English.
       4. The award of the arbitrator shall be final and binding upon the Parties and any Party may apply to a court of competent jurisdiction for enforcement of such award.
       5. Notwithstanding the foregoing, a Party is entitled to seek preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending the final decision or award of the arbitrator.