MENU APIs Terms of Use Thank you for using the Olo Inc. (“Olo”) application programming interfaces (“Olo APIs”). By accessing or using the Olo APIs, you agree to these terms of use (the “Terms of Use”). These Terms of Use govern your use of the Olo APIs and form a binding contract between you and Olo. BY ACCEPTING THESE TERMS OF USE, OR BY USING OR ACCESSING ANY PORTION OF THE OLO APIS, YOU IRREVOCABLY AGREE TO THESE TERMS OF USE AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED BY REFERENCE HEREIN, AND YOU REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE THE OLO APIS, THAT ENTITY) TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE OLO APIS. “You” means the individual person accessing or using the Olo APIs on his or her own behalf; or, if the Olo APIs or documentation are accessed or used on behalf of an organization, corporation or other legal entity, “you” means such legal entity. Olo reserves the right to update and change, from time to time at its sole discretion, these Terms of Use and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at https://www.olo.com/api-usage-terms; please check back for any changes that may impact you. If a significant change is made, including a change to the certification process, Olo will provide reasonable notice by email or by posting a notification on the Olo Dashboard and/or in the Developer Portal. Use of the Olo APIs after any such changes constitutes acceptance of such changes. 1. Licensed Uses and Restrictions. Olo APIs are owned by Olo and are licensed to you on a worldwide (except as limited below), non-exclusive, non-transferable, non-sublicensable, and revocable basis on the terms and conditions set forth herein and in accordance with any additional published specifications for the Olo APIs that Olo may make available from time to time. These Terms of Use define legal use of and access to the Olo APIs, all updates, revisions, substitutions, and any copies of the Olo APIs made by or for you. All rights not expressly granted to you are reserved by Olo. a. Subject to the restrictions set forth in these Terms of Use, you may use the Olo APIs and any updates provided by Olo (in its sole discretion) solely to interface with Olo’s platform, including Olo’s provision of digital ordering and delivery solutions and other associated services (the “Olo Service”). Your license to the Olo APIs under these Terms of Use continues until it is terminated by either party. You may terminate the license by discontinuing use of and access to all Olo APIs and deleting any copies of materials accessed through the Olo APIs. Olo may terminate the license at any time for any reason without providing notice to you. Olo may make changes, upgrades, or discontinue all or any portion of any Olo APIs at any time for any reason without providing notice to you. These Terms of Use terminate automatically if (i) you violate any term of these Terms of Use, (ii) Olo publicly posts a written notice of termination on Olo’s Web site, (iii) Olo sends a written notice of termination to you, or (iv) Olo ceases providing access to the Olo APIs to you. Upon the expiration or any termination of these Terms of Use, the license granted to you will terminate, your access to the Olo APIs may be revoked, and you, at your expense, will promptly return all Confidential Information in your possession to Olo. The provisions of Sections 2, 3, 5, 6, 8, and 10 shall survive termination or expiration of these Terms of Use for any reason. b. Your application may make automated calls or other data requests to or through the Olo network (“Calls”). Olo may at any time, and over any given period of time, delay or limit the number of Calls you may send to the Olo network, or prohibit any application created by you from sending Calls to the Olo network, as Olo deems appropriate in its sole discretion. c. When Olo changes, upgrades, or discontinues any of the Olo APIs used by your product or service, and any such change is reasonably expected to render your integration incompatible with the Olo APIs, Olo will use commercially reasonable efforts to notify you in advance of such change and you will be required to update your integration into the applicable Olo APIs no later than six (6) months after such notice. Notwithstanding the foregoing, your integration must be updated within one (1) month of any change to the Olo APIs intended to address a security vulnerability. Olo reserves the right to revoke your access to the Olo APIs in the event you do not update your integration in accordance with this Section 1(c). d. If your product or service uses or is based upon the Olo APIs, then you will comply with any Olo attribution policy as in effect from time to time. e. You will use the APIs in compliance with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties. f. Olo reserves the right to require the inclusion of an Olo library in your integrated application or system. g. Olo will make credentials available to you through the Olo developer portal. Olo supports multiple APIs for different use cases, and each Olo API requires separate credentials. Credentials for production will only be granted after certification, which must be completed separately for each Olo API. The credentials available to you: i. must be correctly categorized and used; ii. must only be used for their specific client platform (iOS, Android, Web, Kiosk, etc); iii. are subject to revocation if misused; iv. may expire; and v. must be removed when no longer in use. Your integrations with the Olo APIs must be equipped to handle revocation or expiry of your credentials. You are responsible for securing your server to server credentials. Do not publish or share them with any unauthorized persons or use them outside of their intended use case. You may not allow any third party to use your credentials for their own benefit. If you become aware of any unauthorized use of your credentials, contact Olo immediately at security@olo.com. h. You shall NOT: i. use the Olo APIs in any manner or for any purpose that violates any law or regulation, promotes illegal activities, violates third party rights or Terms of Use, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms of Use; ii. modify, adapt, alter, translate, disassemble, decompile, copy or create derivative works from the Olo APIs; iii. use the Olo APIs to engage in spamming or other unsolicited advertising or marketing activities or other unsolicited communications; iv. sell, lease, rent, share, transfer, distribute or sublicense the Olo APIs, or access or access codes thereto, or derive income from the use or provision of the Olo APIs, whether for direct commercial or monetary gain or otherwise, without Olo’s prior, express, written permission; v. use the Olo APIs in a manner that adversely affects Olo and/or the Olo Service or that (a) exceeds reasonable request volume, as set by Olo from time to time or results in more calls to the Olo APIs than necessary to carry out an operation, as determined by Olo in its sole discretion, (b) constitutes excessive or abusive usage, (c) otherwise fails to comply or is inconsistent with any part of the Olo APIs documentation, as determined by Olo in its sole discretion, or (d) does or is intended to, directly or indirectly, circumvent any other agreements that Olo has with you, its customers or a third party; vi. otherwise exercise rights to the Olo APIs except as expressly allowed by these Terms of Use; vii. reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques, source code or algorithms related to the Olo Service or any functionality provided by the Olo APIs; viii. remove, obscure or alter any of Olo’s copyright notices, trademarks or other proprietary rights notices or confidentiality notices affixed to, associated with or contained within the Olo APIs; ix. except as expressly authorized by Olo in writing, substantially replicate products or services offered by Olo, including the Olo APIs, or replicate or attempt to replace the essential user experience of Olo customers; provided that, subject to the foregoing, you and Olo may each develop and publish applications that are similar to or otherwise compete with the other party’s applications; x. permit access to the Olo APIs by any third party (except your employees or agents who need access to use, maintain, or update your application in accordance with these Terms of Use, and who are subject to confidentiality obligations at least as protective as those contained herein); xi. interfere with any other user’s access to the Olo APIs; xii. use the Olo APIs to introduce into Olo’s systems any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; xiii. falsify or alter any unique identifier in or assigned to your application, or otherwise attempt to cloak or conceal your identity or your application's identity when requesting authorization to use Olo APIs; xiv. use the Olo APIs for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code; xv. use the Olo APIs in a manner that interferes with, damages, harms, disrupts or otherwise adversely impacts the stability of Olo servers, security, networks, data, applications, or other properties or services of Olo or adversely impacts the behavior of other applications using the Olo APIs; xvi. use the Olo APIs in any application that contains or displays adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any law or regulation; xvii. indiscriminately proxy malicious or fraudulent requests sent to URLs belonging to your web application to Olo’s API; xviii. proxy requests sent to URLs belonging to your web application to Olo’s API from countries not served by your customer; xix. provide a web application that connects to Olo APIs without a Web Application Firewall (WAF), which WAF must (a) block at least the OWASP Top 10 vulnerabilities; (b) include industry standard bot and fraud mitigation controls such as JavaScript checks, Captcha challenges and rate limiters; and (c) include Denial of Service mitigations; xx. make requests to the Olo APIs: (a) that are unencrypted or using encryption that does not use industry standard cryptographic algorithms; (b) with payment data unless the requestor is PCI compliant; or (c) with HTTP query strings that contain personally identifiable information; or xxi. make requests to transactional Olo APIs when bulk Olo APIs exist for that purpose. i. Olo API specifications may be provided to enable you to build an API for Olo integration. Olo owns such API specifications and hereby grants you a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use solely for yourself the Olo API specifications. When using Olo-provided API specifications to build an implementation of an Olo API specification, you are responsible for the performance, security, integrity and availability of services based on such Olo API specifications. When Olo changes, upgrades, or discontinues any of the Olo API specifications used by your product or service, and any such change is reasonably expected to render your integration incompatible with the Olo APIs, Olo will use commercially reasonable efforts to notify you in advance of such change and you will be required to update your integration no later than six (6) months after being notified of such change. Notwithstanding the foregoing, your integration must be updated within one (1) month of any change to the Olo API specifications intended to address a security vulnerability. Olo reserves the right to revoke your access to the Olo API specifications and disable your integrations in the event you do not update your integration in accordance with this Section 1(i). You will use the Olo API specifications in compliance with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties. In addition, you shall NOT: i. use the Olo API specifications in any manner or for any purpose that violates any law or regulation, promotes illegal activities, violates third party rights or Terms of Use, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms of Use; ii. sell, lease, rent, share, transfer, distribute or sublicense the Olo API specifications, or access or access codes thereto, or derive income from the use or provision of the Olo API specifications, whether for direct commercial or monetary gain or otherwise, without Olo’s prior, express, written permission; iii. otherwise exercise rights to the Olo API specifications except as expressly allowed by these Terms of Use; iv. remove, obscure or alter any of Olo’s copyright notices, trademarks or other proprietary rights notices or confidentiality notices affixed to, associated with or contained within the Olo API specifications; v. use the Olo API specifications in a product or service that competes with products or services offered by Olo or that replicates or attempts to replace the essential user experience of Olo customers; vi. permit access to the Olo API specifications by any third party (except your employees or agents who need access to use, maintain, or update your application in accordance with these Terms of Use, and who are subject to confidentiality obligations at least as protective as those contained herein); vii. use the Olo API specifications to introduce into Olo’s systems any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; viii. use the Olo API specifications in a manner that interferes with, damages, harms, disrupts or otherwise adversely impacts the stability of Olo servers, security, networks, data, applications, or other properties or services of Olo; or ix. disclose specific features of your API to a third party which disclosure could reasonably be expected to enable such third party to reverse engineer, reconstruct, or discover any underlying ideas in the Olo API specifications. Olo reserves the right to, at its sole discretion, (1) charge you a penalty fee and/or (2) immediately suspend access to the API if you breach any terms of these Terms of Use. 2. Ownership and Relationship of Parties. The Olo APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Olo’s rights apply to the Olo APIs and all output and executables of the Olo APIs, excluding any software components developed by you which do not themselves incorporate the Olo APIs or any output or executables of the Olo APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms of Use. Olo owns and retains all rights, title, and interest in and to the Olo APIs and the technology and/or software used to provide the Olo APIs. These Terms of Use grant you no right, title, or interest in any intellectual property owned or licensed by Olo, including (but not limited to) the Olo APIs and Olo trademarks. If you provide or communicate any suggestions for improvements or enhancements to the Olo APIs (collectively, “Feedback”), Olo will own all right, title, and interest in and to the Feedback, and Olo will be entitled to use the Feedback without restriction or any obligation of compensation to you. You hereby irrevocably assign all right, title, and interest in and to the Feedback to Olo. 3. Confidentiality. You acknowledge that the Olo APIs are a commercially valuable asset which constitutes a trade secret of Olo and that they contain Confidential Information proprietary to Olo. For purposes of these Terms of Use, “Confidential Information” means the Olo APIs, all information provided by Olo about the Olo APIs, performance and any other specifications for the Olo APIs, including any Olo-provided specifications used by you to build your own API(s) for integration with Olo, technical emails and responses to support inquiries, and all information provided by Olo that is clearly marked or identified as confidential or that a reasonable person would understand to be confidential. You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than as expressly permitted by these Terms of Use. You agree that you, including your employees, officers, and agents, if any, shall treat all Confidential Information with the same degree of care as you accord to your own confidential information but which, in no event, shall be less than reasonable care and shall not disclose, sell, transfer, publish, copy, display or otherwise make the Olo APIs available, or any part thereof in any form, to any person or entity not a party to these Terms of Use. You shall take all reasonable precautions to ensure fulfillment of this confidentiality and nondisclosure obligations and agree to immediately notify Olo of any unauthorized use, copying and/or disclosure of the Olo APIs, and take such actions as are necessary to cease and prevent any further unauthorized use, copying and/or disclosure. 4. Support. Olo may elect to provide you with support or modifications for the Olo APIs (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. Olo may change, suspend, or discontinue any aspect of the Olo APIs at any time, including the availability of any Olo APIs. Olo may also impose limits on certain features and services or restrict your access to parts or all of the Olo APIs or the Olo website without notice or liability. 5. Disclaimers. SOME OF THE OLO APIS MAY BE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. OLO DOES NOT REPRESENT OR WARRANT THAT ANY OLO APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE OLO APIS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND OLO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. OLO DOES NOT WARRANT THAT THE OLO APIS WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR FREE FROM HARMFUL COMPONENTS. NO WARRANTY IS MADE BY OLO ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. OLO DOES NOT WARRANT THAT THE OLO PLATFORM OR OLO SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE OLO PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOUR USE OF THE OLO APIS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY OLO APIS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OLO OR THROUGH OR FROM OLO’S WEBSITE OR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. You acknowledge that Olo may modify the Olo APIs from time to time, and that Olo is not obligated to notify you of any such modification. OLO WILL HAVE NO LIABILITY TO YOU, OR TO YOUR END USERS OR LICENSEES, IN CONNECTION WITH ANY MODIFICATION OF THE OLO APIS OR TERMINATION OF THESE TERMS OF USE. 6. Limitation of Liability. OLO SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL ECONOMIC DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE OLO APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT OLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OLO’s LIABILITY TO YOU UNDER THE TERMS OF USE FOR ANY REASON WILL BE LIMITED TO $100 USD. 7. Essential Basis; Exclusions and Limitations. The parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in these Terms of Use form an essential basis of these Terms of Use, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these Terms of Use, including, without limitation, the economic terms, would be substantially different. The limitations contained herein shall apply to the fullest extent permitted by applicable law. 8. Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Olo, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of Olo APIs. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law. THE FOREGOING RELEASE DOES NOT APPLY TO ANY CLAIMS, DEMANDS, OR ANY LOSSES, DAMAGES, RIGHTS AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE, FOR ANY UNCONSCIONABLE COMMERCIAL PRACTICE BY OLO OR FOR OLO’S FRAUD, DECEPTION, FALSE PROMISES, MISREPRESENTATION OR CONCEALMENT, SUPPRESSION, OMISSION OF ANY MATERIAL FACT IN CONNECTION WITH ANY SERVICE PROVIDED HEREUNDER. 9. Release, Hold Harmless and Indemnity. You irrevocably and unconditionally release and covenant not to use or pursue any claim against Olo and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your use of the Olo APIs, or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the Olo platform, documentation, or Olo APIs. To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Olo and its subsidiaries, affiliates, officers and employees from and against any claim, demand, cause of action, loss, expense, damage (actual or consequential), settlement, or other liability (including reasonable attorney’s fees) arising from or in any way related to (a) your gross negligence or willful misconduct; (b) your access to or use of Olo APIs, (c) any violation by you of these Terms of Use, (d) any third-party claim that your products or services or any application you use in connection with the Olo APIs infringes on the intellectual property rights of a third party; and (d) the performance or non-performance of your applications. Olo shall use good faith efforts to provide you with written notice of such claim, suit or action. This provision does not require you to indemnify the above named parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promises, misrepresentation, or concealment, suppression or omission of any material fact in connection with the Olo APIs or any services provided hereunder. 10. Governing Law. These Terms of Use will be governed by and construed in accordance with the laws of the State of New York. Any action or proceeding arising out of or relating to these Terms of Use or your use of the Olo APIs must be brought in a federal court in the Southern District of New York and each party irrevocably submits to the jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to these Terms of Use or your use of the Olo APIs, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs incurred. 11. General Terms. You acknowledge that any use or disclosure of the Olo APIs by you in violation of or in any manner inconsistent with these Terms of Use would cause substantial and irreparable injury to Olo, and that Olo’s remedies at law will not be adequate. Accordingly, you agree that Olo shall be entitled to injunctive relief with respect to any breach, or threatened breach of Section 3, and that such right shall be in addition to, and not in limitation of, any other rights or remedies to which Olo is or may be entitled at law or equity. Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and Olo shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Olo, express or implied, and you shall not attempt to bind Olo to any contract. Nothing herein shall preclude Olo from developing for itself or third parties, having developed for Olo, acquiring, licensing, or distributing products or services which are similar to or competitive with your products or services. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of such documents remain in full force and effect. The Terms of Use and the relationship between you and Olo shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Olo agree to submit to the personal jurisdiction of the courts located within New York County, New York. Olo’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The section headings and subheadings contained in these Terms of Use are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between Olo and you with respect to the subject matter hereof. You may not assign any of your rights or obligations under these Terms of Use without the prior written consent of Olo. Any attempted assignment or transfer in violation of the foregoing will be void. No failure of either party to enforce any of its rights under these Terms of Use will act as a waiver of those rights. Last updated: August 31, 2020 ALERT Wisely joins Olo. Read more about their customer intelligence products as we work to integrate them into Olo’s platform. 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