Australia & New Zealand API License Agreement

SIKKA SOFTWARE CORPORATION
API LICENSE AGREEMENT
TERMS AND CONDITIONS
Australia and New Zealand

These terms and conditions apply to any document or agreement (“Agreement”) made by and between Sikka Software Corporation (“Sikka”), a Delaware corporation, and its licensee (“Licensee”, “you” or “your”) that incorporates these terms and conditions by reference. References to the “Agreement” include these terms and conditions.

The effective date of the Agreement is defined in section 7.1 of this Agreement. The order form, cover page or other document or agreement that incorporates these terms and conditions by reference is referred to as the “Order Form.”

Definitions
1. “API Data” means the Sikka Platform Software data and information more fully identified or described on the Order Form.
2. “API Documentation” means the documentation and information that Sikka provides under this Agreement regarding the use of the Licensed API.
3. “App” or “Application” means a Licensee-branded software application, website or product that uses the Licensed API to obtain and use the API Data, more fully identified or described on the Order Form.
4. “Confidential Information” means any non-public information of either of the parties disclosed under this Agreement that the recipient knows or reasonably should know is confidential to the discloser.
5. “Customer” collectively means a Practice Location and all Providers associated with that Practice Location. Upon installation, customers become joint Sikka and Licensee customers for applicable privacy law compliance (including the Privacy Act 1988 (Cth) in Australia and the Privacy Act 2020 in New Zealand) and marketing/co-marketing purposes.
6. “Licensed API” means Sikka’s proprietary application programming interface that enables a software application to access and display the API Data.
7. “Licensed Materials” means the Licensed API and API Data.
8. “Near Real Time Refresh” is as little as 15 minutes from posted activity.
9. “Practice Location” means each physical or administrative, as determined by practice management system records, office or location in which either the Licensee installs the Sikka SPU or Sikka installs the Sikka SPU on behalf of the Licensee. Sikka’s support fees under this Agreement are determined by multiplying the number of Practice Locations by the number of Apps.
10. “Services” means, collectively, the API services and any related services that Sikka makes available to Licensee under this Agreement.
11. “Sikka Platform Software” means the Sikka “SPU” software.
12. “Sikka Support Portal” means Sikka’s software online administrator.
Access to Sikka API
1. Your Applications. Subject to the restrictions below, Sikka grants Licensee a limited license to access Sikka’s Licensed APIs and API Documentation only as necessary to develop, test and support an integration of Licensee’s App with the Services.
  You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of Sikka’s Licensed APIs.
  
  Here Are the Rules:
  
  Your license to access Sikka’s Licensed APIs and API Documentation is limited and subject to compliance with the “Sikka API Developer Policy and Guidelines”, a copy of which is available on request. Sikka may update the Policy from time to time by giving reasonable notice of any changes. If an update results in a material and adverse change to your rights or obligations, you may terminate the Agreement by providing written notice to Sikka.
  
  Further, you will not:
  1. access Sikka’s Licensed APIs or API Documentation in violation of any law or regulation;
  2. access Sikka’s Licensed APIs in any manner that:
    1. compromises, breaks or circumvents any of Sikka’s technical processes or security measures associated with the Services,
    2. poses a security vulnerability to customers or users of the Services, or
    3. tests the vulnerability of Sikka’s systems or networks;
  3. access Sikka’s Licensed APIs or documentation in order to replicate or compete with the Services;
  4. attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of Sikka’s Licensed APIs or Services, except to the extent permitted by applicable law, including decompilation for interoperability purposes under the Copyright Act 1968 (Cth) (Australia) or Copyright Act 1994 (New Zealand);
  5. attempt to use Sikka’s APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
License Grants
1. License. Subject to the terms and conditions of this Agreement, Sikka hereby grants to Licensee a limited, non-exclusive, non-transferable license to:
  1. use internally the API Documentation and Licensed API for the sole purpose of developing the App;
  2. incorporate the Licensed API with an App; and
  3. use the Licensed API, as incorporated within an App, for the purpose of accessing, analyzing and receiving the API Data and otherwise accessing, receiving and utilizing information available from the Sikka Platform Software.
2. Authorized Users. Licensee shall identify to Sikka the Licensee employees that will be provided with password protected access to the Sikka Support Portal (the “Authorized Users”).
  For any prospective Authorized User that is not a Licensee employee, Licensee shall, prior to allowing the prospective Authorized User access to the Sikka Support Portal, have the person or entity sign an agreement with Licensee containing an equivalent level of protection for Sikka and its intellectual property as set out in this Agreement (the “Access Terms”).
  
  Without limitation, the Access Terms must contain provisions that:
  1. provide the employee may only use the Sikka Support Portal solely for the Licensee’s internal business purposes and only for the benefit of the Licensee;
  2. subject to Section 6.6, disclaim all express and implied warranties on behalf of Sikka to the extent permitted by applicable law;
  3. subject to Section 6.6, disclaim and exclude all liability on the part of Sikka for indirect, consequential, incidental and special damages to the extent permitted by applicable law;
  4. prohibit the copying, modification, reverse engineering, decompiling and disassembly of Sikka’s software, except to the extent permitted by applicable law; and
  5. provide that the prospective Authorized User’s access to the Sikka Support Portal will terminate upon any termination, expiration or cancellation of this Agreement.
  Licensee is responsible for compliance by each Authorized User with the terms of this Agreement and the Access Terms.
3. Restrictions. Use of the Licensed Materials is subject to any restrictions indicated in the Order Form, which may include, without limitation, restrictions on the number of APIs that may be utilized, the number of Applications, the number of Practice Locations, and the amount of data that may be accessed per day through the Licensed API and the refresh frequency of the Licensed Data, and restrictions on the number of Authorized Users and number of practices included in the base fee for the Licensed Materials.
4. Prohibitions. Licensee shall not, directly or indirectly, do, nor permit anyone to do, any of the following:
  1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of any of the Licensed API or any other Sikka software, except to the extent permitted by applicable law, including decompilation for interoperability purposes under the Copyright Act 1968 (Cth) (Australia) or Copyright Act 1994 (New Zealand);
  2. transfer, sublicense, distribute, re-transmit, disseminate, re-sell, loan, lease, share, give, or otherwise make available in any format the Licensed API on a stand-alone basis or as part of any software application other than an App;
  3. make available or provide the API Data to any third party as a reseller, service bureau, service provider or similar basis;
  4. modify or create derivative works based on any of the Licensed API or any related documentation;
  5. rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Licensed API;
  6. use the Licensed Materials for timesharing or service bureau purposes or otherwise for the benefit of any third party;
  7. remove any proprietary notices from any of the Licensed API or any other Sikka materials furnished or made available hereunder;
  8. publish or disclose to third parties any benchmarking, performance testing, or technical evaluation of the Licensed API or related services, except where such disclosure is required by applicable law or has been agreed in writing by Sikka; or
  9. use any of the Licensed API to develop a similar product or service, or other information resource of any kind (print, electronic or otherwise) or otherwise create or attempt to create a substitute or similar service or product.
5. Data Caching. Licensee shall not, nor shall Licensee permit any third party to, in any non-transitory manner store or cache the API Data or any other information or proprietary content obtained from or through the Licensed API, except to the extent required to comply with applicable law, including data retention requirements under the Privacy Act 1988 (Cth) (Australia), Privacy Act 2020 (New Zealand), or applicable health information legislation.
6. Registration and API Key. In order to access the Licensed API, Licensee is required to register and provide accurate user identification with a password (“Registration Information”) and to inform Sikka immediately of any updates or other changes to such information.
  The Licensee is responsible for ensuring the number of Practice Locations under their respective practices are accurate at all times and Sikka is informed of any changes before next billing. Retrospective billing changes will not be acceptable.
  
  In addition, Licensee must obtain a security key or identifier to use the Licensed Materials and Sikka Support Portal (“API Key”).
  
  The API Key is Sikka’s Confidential Information. Licensee agrees to neither share Licensee API Key with any third party nor use an API Key issued to a third party by Sikka. Licensee is responsible for any acts or omissions of any third party that uses the API Key issued to Licensee.
Delivery
1. Sikka will deliver the API Data to Licensee electronically. A party will promptly notify the other in writing if it becomes aware of any unavailability or other problems associated with the Licensed Materials or the Sikka Platform Software.
2. Service Standard. Sikka will provide the Services in a professional and workmanlike manner and will use commercially reasonable efforts to maintain the Services. Sikka does not warrant that the Services will be uninterrupted or error-free.
Consideration/Fees
1. Fees and Charges. Licensee shall immediately upon signing, pay Sikka the amounts specified on the Order Form. All subsequent payments are due and payable within 30 days of the invoice date. Payment shall be made by electronic funds transfer or another method as instructed by Sikka in writing.
2. Non-Refundable Fees. Subject to Section 5.3, all amounts paid are non-refundable. The parties acknowledge that certain fees (including onboarding, implementation, configuration and third party licensing costs) are incurred by Sikka at or shortly after the commencement of the Services, and are therefore reasonably necessary to protect Sikka’s legitimate business interests and are non-recoverable once incurred.
3. Statutory Refund Rights. Notwithstanding Section 5.2, this section does not affect any rights that Licensee may have under the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth), or New Zealand Consumer Guarantees Act 1993, including any right to a refund where there is a major failure in the Services. In addition, where Licensee prepaid fees for Services that Sikka does not provide due to Sikka’s termination for convenience or a failure to deliver the relevant Services (other than due to Licensee’s breach), Sikka will refund any unused, prepaid fees attributable to the period after termination.
4. Late Payment Interest. Invoices not paid when due will bear interest at rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid. Licensee shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments.
5. Taxes. All amounts payable under this Agreement are exclusive of GST. Licensee will pay goods and services tax (GST) and any other applicable taxes with respect to the Licensed Materials, Sikka Support Portal or otherwise arising out of or in connection with this Agreement or payments to be made under this Agreement, excluding taxes based on Sikka’s net income. If any supply made under or in connection with this Agreement is a taxable supply, the Licensee must pay to Sikka, in addition to the consideration for that supply and at the same time the consideration is payable, an amount equal to the GST payable on that supply, subject to Sikka issuing a valid tax invoice.
Mutual Warranty and Indemnity
1. Mutual Warranties. Each party represents and warrants to the other that:
  1. it is organized and validly existing under the laws of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder;
  2. this Agreement is a legal and valid obligation binding upon it and enforceable according to its terms, except to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws of general applicability governing the enforcement of the rights of creditors or by the general principles of equity (regardless of whether considered in a proceeding at law or in equity); and
  3. its execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or contract, oral or written, to which it is bound.
2. Indemnification by Sikka.
  1. Subject to the limitations herein, Sikka shall defend Licensee from any third party claim, suit or proceeding (“Claim”) alleging that the Licensed API provided to Licensee by Sikka under this Agreement infringes or violates any valid intellectual property right in the United States, Australia, or New Zealand of that third party, and shall indemnify and hold harmless Licensee from all resulting damages, losses, liabilities, settlements, judgments, costs and expenses (including reasonable legal fees).
  2. If use of the Licensed API is enjoined, Sikka may, at its option, do one or more of the following:
    1. procure for Licensee the right to use the Licensed API;
    2. replace the Licensed API with other suitable services, software or products; or
    3. refund the unearned prepaid portion of the fees paid by Licensee for the affected part thereof and terminate this Agreement.
  3. Sikka will have no liability under this Section if the Claim is based upon:
    1. use of the Licensed API in combination with data, software, hardware, equipment or technology not provided by Sikka, if infringement would have been avoided in the absence of the combination;
    2. modifications to any of the Licensed Materials not made by Sikka, if infringement would have been avoided by the absence of the modifications;
    3. use of any version other than a current release of the Licensed API, as applicable, if infringement would have been avoided by use of a current release; or
    4. any action or omission of Licensee for which Licensee is obligated to indemnify Sikka herein.
  4. Subject to Section 6.6, this Section states Sikka’s entire liability and Licensee’s sole and exclusive remedy for intellectual property infringement or misappropriation claims.
3. Indemnification by Licensee. Subject to Section 6.4, Licensee shall defend Sikka from any:
  1. breach of this Agreement by Licensee, its affiliates, employees, agents, successors and assigns; or
  2. Claim arising out of, relating to or based on the provision, processing, access or use of the API Data or Licensed API as contemplated by this Agreement (including, without limitation, any Claim that doing so violates any law or obligation applicable to Licensee) except to the extent the Claim is caused by Sikka’s acts or omissions or Sikka’s breach of this Agreement,
  and shall indemnify and hold harmless Sikka from all resulting damages, losses, liabilities, settlements, judgments, costs and expenses (including reasonable legal fees).
4. Limitation of Licensee Indemnity. The indemnity in Section 6.3(b) does not apply to the extent the Claim arises from Sikka’s negligence, breach of this Agreement, or breach of applicable law.
5. Conditions to Indemnity. As a condition to indemnification under this Section, the indemnified party shall:
  1. promptly notify the indemnifying party in writing of the Claim;
  2. provide the indemnifying party with sole control of the defense and all related settlement negotiations; and
  3. give information and assistance as reasonably requested by the indemnifying party.
6. Consumer Law Limitations.
  1. For Australian Licensees: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
    1. to cancel your service contract with us; and
    2. to a refund for the unused portion, or to compensation for its reduced value.
    You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the services.
    
    If a failure with the services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to cancel the contract and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
  2. For New Zealand Licensees: If Licensee is acquiring the Licensed Materials for personal, domestic or household use or consumption and not for the purpose of a business, the Consumer Guarantees Act 1993 applies to this Agreement and nothing in this Agreement excludes, restricts or modifies any rights or remedies Licensee may have under that Act.
  3. Business Customers: If Licensee is acquiring the Licensed Materials for the purposes of a business, Licensee agrees that the Consumer Guarantees Act 1993 (New Zealand) does not apply to this Agreement to the maximum extent permitted by section 43 of that Act.
  4. Non-Excludable Liability: Nothing in this Agreement excludes, restricts or modifies any liability that cannot be excluded, restricted or modified under applicable law, including:
    1. liability for death or personal injury caused by negligence;
    2. liability for fraud or fraudulent misrepresentation;
    3. in Australia, liability under the consumer guarantees in the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded; and
    4. in New Zealand, liability under the Consumer Guarantees Act 1993 that cannot be excluded.
  5. Limitation for Non-Excludable Guarantees: To the extent that Sikka’s liability cannot be excluded but can be limited under applicable law, Sikka’s liability for breach of any non-excludable guarantee is limited, at Sikka’s option, to:
    1. in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again.
Term
1. Term. This Agreement is effective on the date set forth on the Order Form (the “Effective Date”) for the initial term specified in the Order Form (the “Initial Term”).
2. Renewal. Unless otherwise specified in the Order Form, this Agreement will automatically renew for successive renewal periods specified in the Order Form, or if no renewal period is specified, for successive periods equal to the initial Term. Sikka will provide Licensee with a written renewal reminder at least 30 days before the end of the then-current Term. Either party may elect not to renew by providing written notice of non-renewal at least 30 days prior to the end of the then-current Term. The Initial Term and any renewal period are collectively the “Term.”
3. Termination for Cause. Either party may terminate this Agreement:
  1. if the other party materially breaches this Agreement and does not remedy the breach within 30 days after its receipt of written notice of such breach, except that the cure period for non-payment is 14 days; or
  2. if the other party terminates its business activities or is adjudicated insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, administrator, liquidator or similar authority.
4. Cure and Restoration of Access. If Sikka suspends Licensee’s access to the Licensed Materials or Services due to a remediable breach by Licensee, Sikka will reinstate access promptly after Licensee has cured the breach and resolved any related security, legal compliance or payment issue to Sikka’s reasonable satisfaction. This Section does not limit Sikka’s rights to suspend or terminate access where required to protect the security, integrity, availability or legal compliance of the Licensed Materials, Services, Sikka systems or Sikka customers.
5. Effect of Termination. Upon termination or expiration of this Agreement:
  1. all licenses granted hereunder shall immediately terminate;
  2. Licensee shall immediately cease all use of the Licensed Materials and API Key;
  3. each party shall return or destroy all Confidential Information of the other party in its possession. However, each party may retain copies of the Confidential Information to the extent required to comply with applicable law provided that any retained Confidential Information continues to be kept confidential in accordance with the Agreement; and
  4. Sections 1, 5 (with respect to amounts accrued prior to termination), 6, 8, 9, and 10 shall survive termination.
6. Transition Assistance. To the extent Sikka terminates this Agreement or an applicable Order Form for convenience, Sikka will use commercially reasonable efforts to provide transition assistance for up to ninety (90) days following the effective date of termination, provided that Licensee remains current on all undisputed fees and complies with this Agreement during the transition period. Transition assistance may include reasonable cooperation to support migration, export, or handoff activities related to Licensee’s use of the Services. This Section does not require Sikka to continue providing access to the Services where suspension or termination is based on non-payment, breach, security risk, violation of law, third-party service dependency, insolvency, or any other termination or suspension right available to Sikka under this Agreement.
Confidentiality
1. Each party agrees, both during and after the term of this Agreement, to hold the Confidential Information of the other party in confidence and not to use or disclose such Confidential Information to any third party, except as otherwise expressly provided by this Agreement.
2. Each party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers, employees, or contractors, all on a need-to-know basis, on condition that such individuals or entities are under obligations of confidentiality that require them to protect the Confidential Information to the same extent as required under this Agreement.
3. Each party shall employ reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure or use, including, without limitation, the steps that it takes to protect its own information of like kind.
4. The recipient shall give the discloser notice immediately upon learning of any unauthorized use or disclosure of the discloser’s Confidential Information.
5. The obligations set forth in this Section do not apply to any portion of the Confidential Information where the recipient establishes that:
  1. the recipient already possessed the information at the time of disclosure (other than the API Data);
  2. the recipient received the information in good faith on a non-confidential basis from a third party lawfully in possession thereof;
  3. the information was publicly known or available at the time of its receipt by the recipient or becomes publicly known or available other than by a breach of this Agreement or in violation of any confidentiality obligation applicable to such information;
  4. the information is independently developed by the recipient without use of, or reference to, the discloser’s Confidential Information; or
  5. the information is rightfully provided or made available to a third party free of an obligation of confidentiality.
6. A disclosure of Confidential Information required by applicable statute or regulation or by judicial or administrative process shall not be considered a breach of this Section, provided that, to the extent permitted by law, the recipient notifies the discloser of such requirements as soon as reasonably practicable (and in any event within 5 business days, or such shorter period as may be required by law) so as to provide the discloser the opportunity to obtain such protective orders or confidential treatment or otherwise limit or prevent the disclosure.
Privacy and Data Protection
1. Application. This Section applies to the extent that Sikka receives, creates, or has access to personal information (as defined in the Privacy Act 1988 (Cth) in Australia or the Privacy Act 2020 in New Zealand) from or on behalf of Licensee.
2. Compliance. The parties agree to comply with all applicable privacy and data protection laws governing personal information, including:
  1. in Australia: the Privacy Act 1988 (Cth) and the Australian Privacy Principles; and
  2. in New Zealand: the Privacy Act 2020, the Information Privacy Principles, and the Health Information Privacy Code 2020 (where applicable).
3. Sikka’s Obligations. Sikka agrees to:
  1. not use or disclose personal information other than as permitted or required by this Agreement or as required by law;
  2. use appropriate safeguards to prevent unauthorised use or disclosure of personal information, including implementing reasonable administrative, physical and technical safeguards that protect the confidentiality, integrity and availability of such information;
  3. take reasonable steps to ensure that any subcontractor to whom Sikka discloses personal information has agreed in writing to comply with obligations equivalent to those in this Section;
  4. notify Licensee as soon as practicable (and in any event within 72 hours) after becoming aware of any actual or suspected unauthorised access to, disclosure of, loss of, or interference with personal information (“Privacy Breach”);
  5. cooperate with Licensee in investigating and responding to any Privacy Breach, including:
    1. in Australia: assisting Licensee to assess whether the breach is an eligible data breach requiring notification to the Office of the Australian Information Commissioner and affected individuals under Part IIIC of the Privacy Act 1988; and
    2. in New Zealand: assisting Licensee to assess whether the breach is a notifiable privacy breach requiring notification to the Privacy Commissioner and affected individuals under the Privacy Act 2020;
  6. upon reasonable request, make available to Licensee information necessary to demonstrate compliance with this Section;
  7. assist Licensee to respond to requests from individuals to access or correct their personal information, within the timeframes required by applicable law; and
  8. upon termination of this Agreement, return or destroy all personal information received from Licensee, or created or received on behalf of Licensee, unless retention is required by law.
4. Licensee’s Obligations. Licensee shall:
  1. ensure that it has obtained all necessary consents and provided all necessary notices to individuals to permit the collection, use and disclosure of personal information to Sikka as contemplated by this Agreement;
  2. notify Sikka of any restrictions on the use or disclosure of personal information that may affect Sikka’s ability to perform its obligations;
  3. not request Sikka to use or disclose personal information in any manner that would not be permissible under applicable privacy laws if done by Licensee; and
  4. comply with all applicable privacy laws in connection with its use of the Licensed Materials.
5. Cross-Border Disclosure. Licensee acknowledges that Sikka may disclose personal information to recipients located outside Australia or New Zealand for the purposes of providing the Licensed Materials. Before disclosing personal information outside Australia or New Zealand, Sikka will take reasonable steps to ensure that the information will be subject to comparable safeguards to those in the applicable Privacy Act, or will ensure that an applicable exception applies.
General Provisions
1. Governing Law and Jurisdiction.
  1. For Australian Licensees: This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from them.
  2. For New Zealand Licensees: This Agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
  3. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
2. Severability. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by both parties.
4. Assignment. Except in connection with a merger, acquisition or sale of all or substantially all of a party’s assets to which this Agreement relates where the successor or acquirer agrees in writing to be bound by this Agreement, a party may not assign its rights under, nor delegate any performance of, this Agreement without the prior written consent of the other party (consent must not be unreasonably withheld or delayed). Any attempt to do so without such consent is void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
5. Relationship of the Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
6. Force Majeure. Except for the payment of money, a party will not be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and provided such delay or failure was not caused or contributed to by the affected party, such as acts of God, acts of civil or military authority, embargoes, epidemics, pandemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, failure of suppliers, or acts of terrorism. The affected party must promptly notify the other party of the force majeure event and its expected duration. The affected party must use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. In the event the delay or failure continues for more than 30 days, the other party may terminate this Agreement upon written notice.
7. Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email (and deemed received when successfully sent, unless the sender becomes aware it was not successfully transmitted), or sent by registered post or postal service requiring signature on delivery, to the addresses specified in the Order Form or such other address as a party may designate by notice. If deemed receipt occurs after 5.00 pm or on a non-Business Day at the place of receipt, the notice is taken to be received at 9.00 am on the next Business Day. Where “Business Day” means a day other than a Saturday, Sunday or public holiday in New South Wales, Australia (if Licensee is located in Australia) and New Zealand (if Licensee is located in New Zealand).
8. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
9. Export Control. Licensee may not use or otherwise export or re-export the Licensed Materials except as authorized by Australian law, New Zealand law, and the laws of the jurisdiction in which the Licensed Materials were obtained. In particular, but without limitation, the Licensed Materials may not be exported or re-exported:
  1. into any country subject to Australian or New Zealand government sanctions; or
  2. to anyone on the Australian Department of Foreign Affairs and Trade’s consolidated list of persons and entities subject to targeted financial sanctions, or any equivalent New Zealand list.
  By using the Licensed Materials, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees not to use the Licensed Materials for any purposes prohibited by Australian, New Zealand or applicable law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
10. Counterparts. This Agreement may be executed in any number of counterparts, including electronically, each of which is deemed an original. All counterparts together form one instrument.

Sikka API License Agreement Terms and Conditions (Australia and New Zealand)

United States API License Agreement