Application Programming Interface

This API Terms of Service ("Agreement") between you and, Akuuk. (“Akuuk” or “we”, “us” or “our”). As used herein, “you” (or “your”) means the user of the API that is entering into this Agreement, which governs your use of the Akuuk API (as defined herein), the Akuuk API domain ("api.akuuk.com" or "Akuuk Site"), and the services, features, and information available on the Akuuk Site and/or through the API. The Akuuk API is provided to developers, merchants or sellers, partners and approved licensees to access and integrate API Data from the Akuuk Site. By using or accessing the API, you agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you are not permitted to use the API. You and Akuuk may be collectively referred to as the "parties".

1. Definitions

   • "API" shall mean Akuuk's application programming interface in the form provided by Akuuk which enables individuals and software applications to interface with the Akuuk Site and access the API Data.
   • "API Data" means any data made available to you through the Akuuk API.
   • "Application(s)" shall mean the software application that is owned, operated, licensed and/or developed by you to interact with the API.
   • "Site" shall mean any website that is owned, operated and/or controlled by you.
   • "Third Party Service Provider" shall mean any third party service provider who is used by you to undertake any Permitted Use and who shall be subject to all the terms and conditions set forth herein.
   • "User" shall mean any person or party who accesses any Akuuk Site.
   • "User Data" shall mean any API Data about Users that Akuuk elects to make available, which may include some or all of the following: email addresses, order data, sales data, User buying and selling activities, and User behavior.

2. License and Access

   2.1 License. Subject to the terms and conditions of this Agreement, Akuuk hereby grants you a revocable non-exclusive, non-transferable, non-sublicenseable license to use the API, API Data and User Data solely in accordance with this Agreement.

   2.2 Permitted Use. The foregoing license applies only to use of the API, API Data and User Data solely for your internal business purposes, specifically to improve your sales performance on the Akuuk Site (“Permitted Purpose”). You shall not use the API in any way deemed competitive with Akuuk's Site, services or products, as determined by Akuuk in its sole discretion.

   2.3 Access. In order to access or use the API, you must first register for and receive valid Akuuk API Credentials ("Credentials"). All web services requests coming from your Application or service shall reference your Credentials. Akuuk shall have the right to audit your use of the Credentials and to disable and/or modify any Credentials being utilized in violation of this Agreement. The Credentials may be immediately revoked or terminated by Akuuk for any reason, with or without notice to you, including without limitation:

   • if you share your Credential with any third party (other than Third Party Service Providers in accordance with this Agreement);
   • if compromised by a third party; or
   • if you use or access the API, API Data or User Data in any way not expressly permitted under this Agreement.

3. API Policies and Restrictions

   3.1 Policies and Restrictions. You shall implement the API in accordance with this Agreement. You may not access the API if you are a competitor of Akuuk, as determined by Akuuk in its sole discretion, or to replicate or attempt to replicate the essential user experience of the Akuuk Site. Except as expressly provided herein, you have no other right to install, integrate, use, reproduce, sublicense or distribute the API.Akuuk may monitor your usage of the API in order to improve our service and to ensure compliance with our policies. Except as otherwise expressly provided herein, you may not, nor may you assist or enable others to:

   • Copy, alter, adapt, or reproduce any part of the Akuuk API without prior written authorization from Akuuk;
   • Re-sell, re-license, sublicense, lend, rent or syndicate access to the API to third parties in a way that bypasses said third parties requirements to register with Akuuk for API access;
   • Use the API for purposes of publishing known software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs into the Akuuk API;
   • Attempt to gain unauthorized access to the Akuuk API or any related systems or networks, including by using fake credentials or other improper means to gain access;
   • Interfere with or disrupt the integrity or performance of the Akuuk API or do anything that adversely impacts the Akuuk API or impacts the behavior of other Users or applications using the API;
   • Alter, remove or modify any tags, proprietary or copyright notices, labels, trademarks, or other identifying marks placed by or on behalf of Akuuk or any third party on Akuuk API documentation;
   • Add any third party tags, proprietary or copyright notices, labels, trademarks or other identifying marks on the Akuuk API documentation;
   • Use (or facilitate use of) any alternative means (e.g. robots, spiders, scraping or other technology) to access, query, or use the API or Akuuk Site to obtain any information that Akuuk has prevented access to; or
   • Distribute, publish, facilitate, enable or allow access or linking to the API from any location or source other than your Application or your Site.

   3.2. No Unlawful Activity. You agree that your Application will not:

   • Upload or otherwise transmit any content or data that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or hateful;
   • Harm minors in any way;
   • Upload or otherwise transmit any content or data that you do not have a right to transmit under any law or under contractual relationships;
   • Upload or otherwise transmit any content or data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; or
   • Violate any applicable law or regulation, including, but not limited to, laws regarding the export of technical data.

   3.3 Use of User Information. You shall only use User Data for the Permitted Purpose, as authorized by this Agreement, and as set forth in your privacy policy. Your privacy policy shall be adequately displayed throughout your Application and your Site and shall adhere to current industry standards. Any API Data and User Data gathered by you and/or provided to you by Akuuk shall be limited to information reasonably necessary to perform your obligations under this Agreement or activities permitted under this Agreement. You shall not use or disclose, nor permit any third party to use or disclose, User Data or API Data for any purpose other than in accordance with this Agreement. You shall not collect and/or store, whether automatically or manually: (a) any information from Users without their express permission and you shall provide a functioning opt-out method for all Users; (b) User IDs and passwords under any circumstances; or (c) other data from Users without expressly disclosing through your Application and on your Site, as applicable, that such other information is being collected and stored. You agree that you shall be liable and responsible to Akuuk for any breach of this section by any Third Party Service Provider.

   3.4 Solicitation Restrictions. You shall not use the API, API Data or User Data to send or facilitate the sending of unsolicited communications of any type. You shall not solicit or facilitate the solicitation of Users by any third party as a result of their status as Users or members. You shall not sell, rent, lease or otherwise disclose the User Data or User Data.

4. Modifications

   Akuuk reserves the right, in its sole discretion, to modify, change, update and/or enhance the API, API Data, User Data, the Permitted Use, and/or any Akuuk Site (each a "Modification") at any time with or without notice to you. You acknowledge and agree that such Modifications may affect Your Application and/or your Site and may require you to make changes to your Application and/or your Site, at your sole expense, to enable your Application and/or your Site to continue to be compatible with, and/or interface with, the API, API Data, User Data, or the Akuuk Site. Akuuk will make reasonable efforts to inform you of material Modifications (which efforts may include the posting of notices on the Akuuk Site); but Akuuk shall not be liable for any failure to do so, nor shall any such failure mitigate the effect of the Modifications.

5. Ownership

   This Agreement in no way conveys any ownership rights to you in the API or API Data accessed through your Application(s). As between Akuuk and you: (i) Akuuk retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the API, API Data, User Data, and the Akuuk Site, including without limitation, anything derived therefrom; and (ii) you and your suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Site and your Application, excluding the above listed Akuuk intellectual property and any other intellectual property rights owned by Akuuk. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Akuuk. You shall not take any action inconsistent with Akuuk's ownership of the API, API Data, User Data, or the Akuuk Site.

6. Confidentiality

   "Confidential Information" shall include all non-public information provided by Akuuk to you hereunder, and shall include, but is not limited to, the Credentials, API Data and User Data. Akuuk retains all proprietary rights to all Confidential Information. In connection with your receipt of Confidential Information, you agree that you shall not disclose Confidential Information to any third party, and shall not use Confidential Information other than as required to perform under this Agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Akuuk shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

7. Uptime

   Akuuk makes no guarantees with respect to the availability or uptime of the Akuuk Site or API. Akuuk may conduct maintenance on either of the foregoing at any time without notice to you, in Akuuk's sole and absolute discretion.

8. Fees

   Akuuk may charge fees for any and all of the services and/or benefits provided in connection with your use of the API at any time, and such fees shall be determined in Akuuk's sole discretion. In the event Akuuk charges a new fee or increases a fee, Akuuk will notify you by posting a change notice or a new agreement on the Akuuk Site and/or you may be notified by email. If any fee is unacceptable to you, your only recourse is to terminate this Agreement and immediately terminate all use of the API. Your continued use of the API following posting of a new fee or increased fee on the Akuuk website will constitute binding acceptance of fees.

9. Term and Termination

   9.1 Term. The term of this Agreement shall commence upon the issuance of a Credential to you and shall continue until terminated in accordance with this Agreement.

   9.2 Termination. Akuuk reserves the right to terminate this Agreement or suspend or discontinue your access to the API, or any portion or feature thereof, for any or no reason, at any time with or without notice to you and without liability to you, in Akuuk's sole discretion. You may terminate this Agreement at any time by ceasing any and all uses of the API and sending a confirmatory e-mail to legal@akuuk.com. Upon termination of this Agreement, your Credentials shall be revoked, all licenses granted to you hereunder shall terminate, you shall immediately pay all fees due and owing to Akuuk (if applicable), and you shall destroy all API Data and User Data within ten (10) days of termination.

   9.3 Survival. Sections 3, 5, 6, 8, 9.3, 10 and 12 of this Agreement shall survive any expiration or termination of this Agreement.

10. Indemnification; Limitation of Liability; Disclaimer

    10.1 Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE API AND AKUUK SITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT TO THE EXTENT THAT SUCH DISCLAIMER OF WARRANTY IS PROHIBITED UNDER APPLICABLE LAW). WITHOUT LIMITING THE FOREGOING, NEITHER AKUUK NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "AKUUK PARTIES") WARRANT THAT THE API WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE OR THAT THE API DATA OR USER DATA WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY.

    NO CLAIM MAY BE ASSERTED BY YOU AGAINST AKUUK MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE API SHALL BE FOR AKUUK, FOLLOWING NOTICE OF ANY SUCH FAILURE OR NONPERFORMANCE, TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE API.

    YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).

    10.2 Representation. You represent that you have the full power, capacity and authority to accept this Agreement. If you are accepting on behalf of your employer or another entity, you represent that you full legal authority to bind your employer or such entity to this Agreement.

    10.3 Limitation of Liability. THE AKUUK PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION THAT MAY ARISE FROM THE USE OR MISUSE OF, OR INABILITY TO USE, THE API, WHETHER OR NOT THE AKUUK PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE AKUUK PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID AKUUK FOR USE OF THE API IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM OR, IF GREATER, $100.

    10.4 Release. You forever release, discharge, and covenant not to sue the Akuuk Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Akuuk Parties, or otherwise, in connection with your use of the API or Akuuk Site. In other words, you agree that you cannot sue the Akuuk Parties if anything happens to you or your property in connection with your use of the API or Akuuk Site.

    10.5 Indemnification. You agree to defend, indemnify and hold harmless the Akuuk Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of (a) your use of the API, (b) your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement, (c) your infringement of any third party intellectual property or proprietary right, or (d) your violation of any applicable law.

11. Restricted Persons; Export of Products or Technical Data

    You hereby warrant that you are not a Restricted Person. For purposes of this Agreement, you are a Restricted Person if you, or any officer, director, or controlling shareholder thereof, are (i) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a Restricted Person.

12. Miscellaneous

    12.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

    12.2 Entire Agreement. The parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that this Agreement may be amended from time to time by Akuuk with or without advance notice to you. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

    12.3 Assignment. You may not assign any of your rights hereunder. Akuuk may assign all rights to any other individual or entity in its sole discretion.

    12.4 Headings. The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.

    12.5 Independent Contractor Status. Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind Akuuk in any respect whatsoever.

    12.6 Governing Law and Venue. This Agreement shall be governed by the laws of Nigeria and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Nigeria, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the state or federal courts located in FCT, Nigeria.

    12.7 Notices. You agree that Akuuk may provide notice to you by emailing such notice to the email address listed by you during your registration. Such notice shall be considered to be received by you within 24 hours of the time it is emailed to you unless Akuuk received notice that it was not delivered. Any notice to Akuuk must be emailed to legal@akuuk.com or sent by postal mail to:
    
    AKUUK
    Attention: Legal Department
    No. 1, Gwani Street, Zone 4, Wuse,
    Municipal Area Council 900284,
    FCT, Nigeria.