Welcome to Quikk.
Quikk Inc (“Quikk”, “us”, or “we”) is a technology company incorporated in Delaware, USA, with our principal entity in Kenya under QLI Platforms Limited at Riara Center, Block A, Nairobi.
Our Platform is the proprietary integration platform as a service including a set of application programming interfaces (APIs), tools, code, technology, content, and services, as updated from time to time (the “Quikk APIs”) used by Quikk to enable others, including software engineers, app developers, and website developers and operators, to integrate to Third Party APIs to develop functionality, receive and make payments, retrieve data from such Third Parties, or provide the Third Party with data (the “Services”).
To use our Services, you can either get a direct integration by reaching out to the Quikk team or register the software application, website, product or service you offer (“Application”) at the Quikk as set out in more details in Clause 2 below, and comply with the applicable requirements in our Developer Documentation as defined below.
If you do not understand any of the terms of this Agreement, please contact us before using the Quikk APIs.
You may not access or use any API unless you agree to abide by all of the terms and conditions in this Agreement.
If you fail to comply with these Terms or any other applicable terms or policies, we may suspend or terminate your Application or Account, as described below.
If you are using our Services on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an Application on behalf of that entity and bind it to these Terms (and for clarity, all other references to “you” in these Terms refer to such entity). If you are not authorized, you may not accept the Terms or register an Application for someone else.
These Terms will start on the earlier of the date you accept them or otherwise start accessing or using our APIs and will continue until you stop accessing and using our APIs, unless ended earlier as described below.
In these Terms:
“API Call” means an authenticated API interaction facilitated in connection with the Quikk APIs.
“API Integration” means a connection that enables the flow of data between Users and specific endpoints for a Third Party Service whether existing in the Quikk APIs or built using the Quikk APIs.
“Customer” means the clients of the User.
“Customer Data” means the digital content, data, and information input into the Quikk APIs by Users and their Customers or on behalf of the Customer by third party service providers.
“Documentation” means any user materials, instructions, and specifications made available by Quikk to the User for the APIs as part of the Services.
“Third Party Services” means the cloud applications, data services, software, application programming interfaces or similar development tools that establish an interface with third party’s products and services, and content of third parties to which the User may access and connect using the Quikk APIs which establish an interface with that Third Party’s products and services that are made available by the Third Party.
“Third Party Agreement” means a separate agreement between a User and a third party for Third Party Services to which Quikk is not a party.
The term “including” means “including without limitation.”
2. Account and User Onboarding
- To access the Services, you can either get a direct integration by reaching out to the Quikk team and we will help you create an account or you will need to create an account yourself at Quikk. To create the Account, we will ask you to submit certain information about the User, your Customers, and, as applicable, API access rights (“Registration Information”).
- You agree that:
- All such Registration Information, inclusive of Know Your Customer (KYC) and Know Your Business (KYB), will be accurate, complete, and current.
- Know Your Customer (KYC) and Know Your Business (KYB) information shall be shared and uploaded through
google drive, dropbox, or any other third-party platform recommended by the Quikk team. Know Your Customer
(KYC) and Know Your Business (KYB) includes the following documents and information:
- Directors IDs (front & back images)
- Directors KRA PIN (PDF document)
- Current CR12 (generated on E-citizen less than 30 Days ago)
- Certificate of incorporation
- Bank Account verification (Letter from bank or cancelled cheque)
- Company KRA PIN
- You will maintain and promptly update all such Registration Information to keep it accurate, complete, and current.
- You will not provide any unauthorized information belonging to another person or organization with the intent to impersonate that person or organization without authorization.
- Approval of your request to establish an Account will be at our sole discretion. Each user identification and password for an Account (each, an “Account ID”) is personal in nature and may be used only by the User or, as applicable, the User to whom the Account ID is issued.
- You shall be solely responsible for all access to and use of the Account, including all data and Services accessed through the Account. Quikk may deem any actions taken through the Account to have been authorized by the User. You are responsible for compliance, and the compliance of any of your Customers, with this Agreement. You will ensure the security and confidentiality of each Account ID and will notify us immediately if any Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all costs, fees, liabilities, or damages incurred, and material transferred, stored, modified, or shared through the use of each Account ID (whether lawful or unlawful, authorized or unauthorized).
- You acknowledge that any transactions completed through the Account will be deemed to have been lawfully completed by you.
3. Provision of the Quikk APIs and Services
- Subject to your successful onboarding and compliance with these Terms and all other applicable terms and policies, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to use, access, and integrate with the Quikk APIs, but only to the extent permitted in these Terms and all other applicable terms and policies. You will not sell, transfer, or sublicense the Quikk APIs to anyone. Except as expressly licensed herein, you will not use, access, integrate with, modify, translate, create derivative works of, reverse engineer, or otherwise exploit the Quikk APIs or any aspect thereof. We reserve all rights, title, and interest (including the right to enforce any such rights) not expressly granted in these Terms.
- The Services are not provided contingent on the provision of any future functionality or features, or dependent on any oral, written, public comments made by us regarding future functionality or features.
- The Quikk APIs and Services utilize APIs for access and connectivity to Third Party Services. You and your Customers are responsible for determining which Third Party Services you access and connect to.
- We do not control or own any Third Party Services, and the access to and use of such Third Party Services, including the availability, security and uptimes related to such Third Party Services, is solely determined by the relevant third parties that control such Third Party Services. We shall not be liable for any downtime, discontinuation, security challenges or any other issues with or caused by the Third Party Services, or any disputes that arise between you or your Customers and third parties providing Third Party Services.
- In order to access and use a Third Party Service, the applicable third party may require that you or your Customers agree to a Third Party Agreement with such third party in order for you to access and use the applicable Third Party Service and such third party may require additional consents to allow you and your Customers to connect the Third Party Service to the Quikk APIs. The terms of any Third Party Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Agreement in addition to these Terms, but will not apply to any other Services that you may access through Quikk. Not all products and services advertised through the Third Party Services may be available for purchase, and your eligibility for particular products and services is subject to final determination by the applicable third parties.
- You shall promptly and adequately investigate any complaints raised by us concerning your use of the Quikk APIs and you shall take all possible steps to rectify any defect or problem within a reasonable time.
- As between the parties, in connection with our Services, we shall not be subject to any terms or policies associated with your Application (even if we click or tap agreement). Those terms and policies are excluded from these Terms.
- For the avoidance of doubt, Quikk is not a payment gateway or processor. We do not control, own or manage currency directly and we do not offer any Central bank licensed instruments like wallets or payment processing. We also do not handle any currency on behalf of any Users in our digital or bank accounts. Quikk is simply an infrastructure provider.
- Unless otherwise stated, Quikk Labs Inc and/or its licensors own the intellectual property rights for all material on Quikk API. All intellectual property rights are reserved. You may access this from Quikk API for your own personal use subject to restrictions set in these terms and conditions.
You must not:
- Copy or republish material from Quikk API
- Sell, rent, or sub-license material from Quikk API
- Reproduce, duplicate or copy material from Quikk API
- Redistribute content from Quikk API
This Agreement shall begin on the date hereof.
Parts of this website offer users an opportunity to post and exchange opinions and information in certain areas of the website. Quikk Labs Inc does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of Quikk Labs Inc, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, Quikk Labs Inc shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
Quikk Labs Inc reserves the right to monitor all Comments and remove any Comments that can be considered inappropriate, offensive, or causes breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material, which is an invasion of privacy.
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant Quikk Labs Inc a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats, or media.
Hyperlinking to our Content:
The following organizations may link to our Website without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
- System-wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications, or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party's site.
We may consider and approve other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources;
- dot.com community sites;
- associations or other groups representing charities;
- online directory distributors;
- internet portals;
- accounting, law, and consulting firms; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Quikk Labs Inc; and (d) the link is in the context of general resource information.
These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Quikk Labs Inc. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
- By use of our corporate name; or
- By use of the uniform resource locator being linked to; or
- Using any other description of our Website being linked to that makes sense within the context and format of content on the linking party's site.
No use of Quikk Labs Inc's logo or other artwork will be allowed for linking absent a trademark license agreement.
We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
Reservation of Rights:
We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
Removal of links from our website:
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct. We do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:
- limit or exclude our or your liability for death or personal injury;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.
As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
4. Fees and Fines
- We shall provide the Services to you at the rates and for the Commission described in the third column of Fee Schedule 1, and incorporated into this Agreement. The commissions are exclusive of, and you shall be responsible for and pay, all taxes, fees (including payment processing fees), duties, and other governmental charges arising from the agreement of any Fees or any amounts owed to us.
- We may revise the commission at any time. However, we will provide you with at least 30 calendar days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable law).
- In addition to the commission, you are also responsible for any penalties or fines imposed in relation to your use of Third-Party Services in a manner not permitted by the third party’s terms and conditions of use.
- From the effective date of these Terms, Quikk shall be entitled to and the Customer shall pay to Quikk a commission as described in Schedule 1 being the fee payable to us for the use of Quikk APIs. Quikk may review the commission periodically and in such eventuality notify the Customer in writing of any change in commission rate as per clause 4.2.
- Quikk shall automatically charge a percentage of the total transactional value (“Commission”) on the Quikk portal, meaning that the transactional value that exits the Quikk APIs will be minus our Commission and the User shall ensure that all other fees entitled to Quikk are paid promptly when they fall due.
- If we do not receive any accrued fee within the stipulated time, then without prejudice to any other rights
remedies we may have:
- We may disable your account and remove access to all or part of our Services, and we shall be under no obligation to provide any or all of the Services while the outstanding fee concerned remains unpaid; and
- Interest shall accrue on a daily basis on such due amounts at the rate equal to 3% commencing on the due date and continuing until fully paid.
- If you request any other Services that are not provided through the Quikk APIs, the Fees charged will be as mutually agreed to by both of us in writing. All payments received by us are not refundable except as otherwise expressly provided in this Agreement.
- If you do not understand the Fee Schedule or you have a question about Fees or commission, please contact us at email@example.com and firstname.lastname@example.org.
5. Service Level Agreement
The APIs shall be provided in accordance with the service level agreement provided here
6. Prohibited and Restricted Businesses
You must not use the Quikk APIs for the following activities:
- Money laundering activities
- Illegal products and services
- Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs
- Fake references or ID-providing services
- Telecommunications manipulation equipment including jamming devices
- Any business or organization that:
- Engages in, encourages, promotes, or celebrates unlawful violence or physical harm to persons or property, or
- Engages in, encourages, promotes, or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
- Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to
- Products and services that infringe intellectual property rights:
- Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization.
- Counterfeit goods; illegally imported or exported products.
- Unauthorized sale of brand name or designer products or services.
- Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party.
Products and services that are unfair, predatory, or deceptive:
- Pyramid schemes
- 'Get rich quick' schemes including:
- Investment opportunities or other services that promise high rewards to mislead consumers.
- Schemes that claim to offer high rewards for very little effort or upfront work.
- Sites that promise fast and easy money.
- Businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials.
- Offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase (with or without a written contract).
- No value-added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value.
- Sales of online traffic or engagement
- Negative response marketing and telemarketing.
- Predatory mortgage consulting, lending, credit repair and counseling services.
- Predatory investment opportunities with no or low money down
- Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales.
- Any other businesses that Quikk considers unfair, deceptive, or predatory towards consumers.
- Adult content and services:
- Pornography and other mature audience content (including literature, imagery, and other media) depicting nudity or explicit sexual acts
- Adult services including prostitution, escorts, pay-per-view, sexual massages, and adult live chat features
- Adult video stores
- Gentleman's clubs, topless bars, and strip clubs
- Certain legal services:
- Law firms collecting funds for purposes other than legal service fee payment
- Bankruptcy attorneys
- Bail bonds
- Firearms, explosives, and dangerous materials:
- Guns, gunpowder's, ammunition's, weapons, fireworks, and other explosives
- Peptides, research chemicals, and other toxic, flammable, and radioactive materials
- Games of chance including gambling, internet gambling, sweepstakes and contests, fantasy sports leagues with a monetary or material prize
- Sports forecasting or odds making with a monetary or material prize
- Bidding fee auctions
- Cannabis products
- Cannabis dispensaries and related businesses
- Products containing any amount of CBD/THC
- Misuse of Quikk products:
- Use of Quikk products with false, manipulated, inaccurate, or misleading information regarding your identity, business entity, the nature of business, and any other information requested by Quikk (you must inform us immediately of any changes to your personal and business information)
- Use of Quikk products to facilitate transactions on behalf of another undisclosed merchant or for products/services that were not disclosed in the merchant's Quikk account application
- Use of Quikk principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information)
- Processing where there is no bona fide good or service sold, or donation accepted; card testing
- Evasion of card network chargeback monitoring programs
- Cross-border acquiring where the business address of the merchant is outside of the jurisdiction of the acquiring Quikk entity unless permitted under the card network rules
- Sharing cardholder information with another merchant for payment cross-sell products or services
- Use of Quikk intellectual property without prior written consent from Quikk; use of the Quikk name or logo including use of Quikk trade or service marks inconsistent with the Quikk Marks Usage Agreement, or in a manner that otherwise harms Quikk or the Quikk brand; any action that implies an untrue endorsement by or affiliation with Quikk
The types of businesses listed are representative but not exhaustive.
- Notwithstanding clause 7.1 above, you must always have in effect and maintain administrative, physical, and
technical safeguards that do the following:
- Meet or exceed industry standards given the sensitivity of the Customer Data and the sensitivity of Quikk APIs.
- Comply with applicable laws and regulations, including data security and privacy laws, rules, and regulations.
- Are designed to prevent any unauthorized processing (including, for the avoidance of doubt, access, destruction, loss, alteration, disclosure, distribution, or compromise) of Customer Data or the Quikk APIs.
- You must have a publicly available way for people to report security vulnerabilities in your Application to you, and you must promptly address identified deficiencies.
- You must not transfer or share Account IDs or your access token and secret keys, except with a service provider who helps you build, run, or operate your Application.
- If any of the following incidents happen, you must promptly, and no later than 24 hours after you become
of the incident, notify us and provide us with information we request regarding:
- Any unauthorized processing (including, for the avoidance of doubt, access, destruction, loss, alteration, disclosure, distribution or compromise) of Customer Data or the Quikk APIs.
- Any incidents that are reasonably likely to compromise the security, confidentiality, or integrity of your IT Systems or your service provider’s or sub-service provider’s IT Systems.
- You must immediately begin remediation of the incident and reasonably co-operate with us, including by informing us in reasonable detail of the impact of the incident upon the Quikk APIs and corrective actions being taken, and keeping us updated about your compliance with any notification or other requirements under applicable laws and regulations.
- A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.
8. Intellectual Property Rights
- You own all rights, title, and interest in your Customer Data, including all intellectual property rights
therein. Any rights not expressly granted to us are reserved by you, your licensors and suppliers. You hereby
grant to us, during the existence of this Agreement, a limited, non-exclusive, non-transferable (except as
permitted by clause 11.2), non-sublicensable, royalty-free, worldwide license to:
- Use the Customer Data solely for the limited purposes of performing the Services for you under this Agreement.
- Host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your Application for any business purpose in connection with operating, providing, or improving our Services. This license remains in effect even if you stop using the Quikk APIs. Without limitation, the foregoing license includes the right to frame or link to your Application, and to analyze your Application (including to assess your compliance with these Terms and all other applicable terms and policies).
- Use your name, trademarks, and logos for distribution, marketing, and promotional purposes, in connection with your use of our Services, in all formats and media. This license remains in effect for existing materials even if you stop using our Services.
- Nothing in these Terms prohibit us from utilizing any skills or knowledge of a general nature that we gain or create during the course of providing the Quikk APIs or Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Quikk.
- Nothing in these Terms shall be interpreted as a representation or agreement that we will not develop or have not developed apps, products, features, or services that are similar to your Application or compete with your Application.
- All proprietary technology utilized by Quikk to perform its obligations under these Terms, and all intellectual property rights in and to the foregoing, as between the User and Quikk, are our exclusive property. Quikk and any of its third-party licensors retain ownership of all rights, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Quikk APIs, including without limitation the software, all API instances, Quikk’s database (and all data therein except for Customer Data), Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by Quikk in performing under this Agreement.
9. Representations and Warranties
- We warrant that the Quikk APIs will perform substantially as described in the associated Documentation when operated in accordance with the Documentation.
- We shall use reasonable efforts to correct any reproducible error in the Quikk APIs that indicates a breach of the foregoing warranty reported by a User within 30 calendar days after the User experiences the error. If we are unable to correct a properly reported error within 30 calendar days, you shall have the right to terminate your use of the non-conforming portion of the Quikk APIs.
- Quikk shall have no obligation to undertake any action for any error caused by:
- User or a third party.
- The quality or integrity of Customer Data.
- The combination of the Quikk APIs with third-party products or materials.
- Your sole and exclusive remedy for errors in the Quikk APIs or non-conformity with this warranty shall be as set forth in clause 13.
We are not the source of any data and your rights and obligations regarding the access and use of data through the Quikk APIs are subject to the applicable Third Party Agreements related to the source of the data. Accordingly, you represent and warrant that:
- You shall comply with and shall not violate any Third Party Agreements in connection with the Quikk APIs or Services.
- You have the right to:
- Use the Customer Data as contemplated by this Agreement and
- Grant Quikk the license in clause 8.1(i).
- In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, we shall have the right to suspend your access and use of the Quikk APIs or Services in order to prevent any harm to Quikk or its business and to limit any potential liability. If practicable, we shall provide notice and opportunity to cure. Once cured, we shall use reasonable efforts to promptly restore access and use of the Quikk APIs and Services.
- EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, THE QUIKK APIs AND SERVICES ARE PROVIDED SOLELY ON AN "AS IS" BASIS, AND THE USER’S USE OF THE QUIKK APIs AND SERVICES IS AT ITS SOLE RISK. QUIKK, ITS THIRD-PARTY LICENSORS, AND ANY THIRD-PARTY SERVICE PROVIDERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. QUIKK, ITS THIRD-PARTY LICENSORS, AND ANY THIRD-PARTY SERVICE PROVIDERS DO NOT WARRANT THAT THE QUIKK APIS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
- IN NO EVENT WILL QUIKK, AND ITS THIRD-PARTY LICENSORS, AND ANY THIRD-PARTY SERVICE PROVIDERS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, COST OF REPLACEMENT OF GOODS OR SERVICES, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE OF SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER AND QUIKK, AND ITS THIRD-PARTY LICENSORS, AND ANY THIRD-PARTY SERVICE PROVIDERS, TOTAL LIABILITY TO THE OTHER PARTY FOR ANY REASON (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR OWED BY THE USER TO QUIKK DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
We shall defend any claim, suit, or action against you brought by a third party to the extent based on an
allegation that the Quikk APIs infringe any intellectual property rights of such third party (“User Claim”),
and we shall indemnify and hold you harmless, from and against damages, losses, liabilities, and expenses
(including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically
attributable to such User Claim or those costs and damages agreed to in a settlement of such a User Claim. The
obligations are conditioned on you:
- Promptly notifying us in writing of such User Claim, but late notice shall only relieve Quikk of its obligation to indemnify to the extent that it has been prejudiced by the delay;
- Giving us sole control of the defense and any related settlement negotiations; and
- Cooperating and, at our request and expense, assisting in such defense.
- In the event that the use of the Quikk APIs is affected, we shall, at our own expense either:
- Procure for you the right to continue using the Quikk APIs;
- Replace the Quikk APIs with a non-infringing but functionally equivalent product;
- Modify the Quikk APIs so it becomes non-infringing; or
- Terminate this Agreement.
- Notwithstanding the foregoing, we shall have no obligation under this Section 10 with respect to any
infringement claim based upon:
- Any use of the Quikk APIs not in accordance with this Agreement;
- Any use of the Quikk APIs in combination with products, equipment, software, or data that we did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or
- Any modification of the Quikk APIs by any person other than us or our authorized agents or independent contractors.
- This Section 10 states our entire liability and your sole and exclusive remedy for infringement claims or actions.
You shall defend any claim, suit, or action against us brought by a third party to the extent that such
claim, suit or action is based upon:
- Your failure to comply with or violation of any Third Party Agreement;
- An allegation that the Customer Data infringes any intellectual property rights of such third party;
- Your use of any Third Party Services or data accessed through the Services ( “Quikk Claim” )
- And you shall indemnify and hold us harmless, from and against Losses that are specifically attributable to such a Quikk Claim or those costs and damages agreed to in a settlement of such Quikk Claim.
- The foregoing obligations are conditioned on us:
- Promptly notifying you in writing of such Quikk Claim, but late notice shall only relieve you of your obligation to indemnify to the extent that it has been prejudiced by the delay;
- Giving you sole control of the defense thereof and any related settlement negotiations; and
- Cooperating and, at your request and expense, assisting in such defense.
- “Confidential Information” means all confidential and proprietary information disclosed by one party ( “Discloser”) to the other party ( “Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by the Recipient to be confidential and proprietary to the Discloser or to a third party, whether or not such information is designated as confidential. Quikk’s Confidential Information includes the software and the Documentation. Your Confidential Information includes Customer Data.
- The Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees, independent contractors, and users who have a need to know such Confidential Information for purposes of this Agreement and who are subject to written confidentiality obligations no less restrictive than Recipient’s obligations under this Clause. Additionally, we may provide Customer Data to Third Party Services that you have authorized. Recipient shall protect Confidential Information from unauthorized access and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
The Recipient shall have no confidentiality obligations under clause 11.2 above with respect to any
of the Discloser that the Recipient can document:
- Was already known to the Recipient prior to the Discloser’s disclosure;
- Is disclosed to the Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information;
- Is, or through no fault of Recipient has become, generally available to the public; or
- Is independently developed by the Recipient without access to or use of Confidential Information.
- The Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process, provided that, to the extent permitted by applicable law, the Recipient gives prior written notice of such requirement to the Discloser. The Recipient shall take reasonable efforts to provide this notice in sufficient time to allow the Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and the Recipient shall reasonably cooperate in such efforts at the expense of Discloser.
After you agree to these Terms, any written notice, request, or communications from us to you may be provided via email or mail (for example, to the email address or mailing address in your Account with us). You will keep your contact information current, including name, business name, and email.
- If you are dissatisfied with any aspect of the Quikk APIs, your sole and exclusive remedy is to stop using them, which shall terminate these Terms. We reserve the right to discontinue offering the Quikk APIs or to modify the Quikk APIs at any time in our sole discretion.
- If you breach these API Terms, you acknowledge that termination and/or monetary damages may not be a sufficient remedy and that, notwithstanding anything to the contrary in these API Terms, we will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach or threatened breach.
- Without affecting any other right or remedy available, we may terminate this Agreement with immediate effect if you fail to pay any amount due under this Agreement on the due date for payment and remain in default for more than 30 calendar days after we notify you in writing to make such payment.
- Either one of us may terminate this Agreement if:
- The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the Insolvency Act;
- The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- The other party applies to court for, or obtains, a moratorium under the Insolvency Act;
- A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership, or limited liability partnership);
- The holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
- A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 calendar days;
- The other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
- There is a complete change of control of the other party.
- On termination of this Agreement, any rights, remedies, obligations or liabilities that have accrued to any of us up to the date of termination shall not be affected or prejudiced.
- Upon termination of these API Terms, you must promptly remove all copies (full and partial) and all component parts of the Quikk APIs from your computer or other systems and discontinue the use of the Quikk APIs. This clause 13.6 and clauses 7, 8 and 11 will survive termination of these API Terms or any discontinuation of the offering of the Quikk APIs, along with any other provisions that would by their very nature reasonably be deemed to survive such termination.
14. General Terms
- None of us shall be in breach of the Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control. The time for the performance of such obligations shall be extended accordingly. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
- These Terms constitute the entire agreement between us and supersede and extinguish all previous and contemporaneous agreements, promises, assurances, and understandings between us, whether written or oral, relating to its subject matter.
- You shall not, without the prior written consent of Quikk, assign, novate, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement. We may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.
- Nothing in Terms is intended to or shall operate to create a partnership between us, or authorize either one of us to act as an agent for the other, and neither one of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power).
- These Terms do not confer any rights on any person or party other than you, and where applicable, your successors and permitted assigns.
- These Terms shall be valid from the date written above and shall be binding upon the parties for as long as you use the Quikk APIs.
15. Dispute Resolution
Any dispute arising from or under these Terms shall be resolved amicably through dialogue by authorized representatives of both parties. Disagreements between parties shall be referred to and resolved by a neutral certified professional mediator to be agreed and appointed by both parties. Should mediation fail, the Courts of the Republic of Kenya shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
16. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of Kenya.