DATA SUPPLY TERMS & CONDITIONS

These Terms and Conditions, govern the use of and access to the CASAFARI DaaS (Data as a Service) Products (“DaaS Products”) provided by Casa Safari, Lda., (“CASAFARI”).

From the 06.04.2023, all new Spanish clients (i.e. have a Spanish VAT number) will celebrate these Terms and Conditions with CASAFARI Spain, SL.

Before using or agreeing to any Order Form the Client must carefully read and agree to these Terms and Conditions. These Terms and Conditions together with a signed Order Form constitute a legally binding agreement between CASAFARI and the Client.

Definition and Interpretation
1. In these Terms and Conditions, unless the context requires a different interpretation, the following expressions shall be interpreted as described below:
  1. “Account” – an account through which Authorised Users access and use the Platform;
  2. “Agreement” – the contract between the parties for the provision of access to the DaaS Products, as set out in these Terms and Conditions, including any amendments or updates that may be periodically made by CASAFARI and notified to the Client.
  3. “API” means the CASAFARI application programming interface described in the Specification and the API Documentation, made available to Client by CASAFARI from time to time including through the Platform as each may be updated from time to time by incorporation of a Maintenance Release or Feedback.
  4. “API Call” means each call from an Application via the API to access the DaaS Products.
  5. “API Data“means all data published or made available through the API, along with any related metadata.
  6. “API Documentation” means the API documentation made available to the Client by CASAFARI from time to time, including, without limitation, through the Platform.
  7. “API Key” means the security key CASAFARI makes available for the Client to access the API.
  8. “API Limits” means the restrictions detailed in the Order Form or otherwise provided or published by CASAFARI from time to time.
  9. “Application” means any applications developed by, or on behalf of, the Client to interact with the API.
  10. “Authorised Users” means any users authorised by CASAFARI in writing to access the API on behalf of the Client via the API Key.
  11. “Business Day” – days in Portugal that are not a Saturday, Sunday or national or bank holiday.
  12. “CASAFARI Affiliates“- commercial companies that directly or indirectly control or are controlled by Casa Safari, Lda., or that are jointly controlled with it by another entity. For the purposes of these Terms and Conditions, “control” means the direct or indirect ownership of more than 50% of the share capital or voting power of the entity in question.
  13. “DaaS Products” – means the CASAFARI’s Data as a Service Products which are identified in the Order Form and may include some or all of the following CASAFARI API applications:
Alerts: the Alerts API enables

End Users to access raw data and

receive all updates of the market

listings, namely private listings

(FSBOs – For Sale by Owner).

Comparables: the Comparables API enables End Users to access comparables from the market, based on clean and deduplicated data.
Properties: the Properties API enables End Users to access

unique and deduplicated

properties, segmented by listings

and based on raw data.

References: the References API enables Client to access a list of all possible estate types to use as a reference when using other APIs.

“Client” – an individual or legal entity (as applicable) who accepts this Agreement, executes an Order Form and who wishes to access the DaaS Products via www.casafari.com.
“Client Data” – data, content, and materials: (i) uploaded or stored on the Platform by the Client; (ii) transmitted or organised by the Platform at the request of the Client; (iii) provided by the Client to CASAFARI for uploading, transmitting or storing on the Platform; (iv) or generated by the Platform as a result of the use of the DaaS Products, as agreed with the Client (excluding analytical data related to the use of the Platform and server log files);
“Client System” the Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by or on behalf of the Client that is used to access the API, make an API Call or otherwise communicate or interact with the Platform and DaaS Products.
“Company” or “CASAFARI” means the company Casa Safari, Lda., headquartered in Portugal;
“Confidential Information” – any information of one party transmitted or accessed by the other party under this Agreement (whether in writing, orally, or otherwise) that is not in the public domain, regardless of whether the disclosing party identifies it expressly as confidential. Among other things, confidential information includes: the data of each party; proprietary software and computer operations of each party; all code, inventions, algorithms, business concepts, workflow, marketing, financial information, trade secrets, and technical and business information; the specific terms and pricing under this Agreement, authentication credentials associated with the use of the DaaS Products including, all API Data and the API Key and personal data, as well as any information identified as confidential by either party.
“Derived Data” means data created by the Client or an End User, now or in future, which has benefited from, derived from, relied on or made any use of the API or API Data (including, without limitation, where the Client or End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the API or API Data).
“End Users” means the Authorised Users, together with any other individuals (such as the Client’s employees, contractors, or agents) whom the Client enables to use or access the API.
“Effective Date” – the date on which the Client subscribes to the DaaS Products via www.casafari.com and by executing an Order Form;
“Feedback” means all current and future suggestions, comments or other feedback regarding the API or API Data provided by or on behalf of the Client.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Legislation on personal data protection” – means the UK Data Protection Legislation and any other European Union, including the General Data Protection Regulation (Regulation (EU) 2016/679), or other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party;
“Maintenance Release” means release of the API that corrects faults, adds functionality or otherwise amends or upgrades the API, but which does not constitute a New Version.
“New Version” means any new version of the API which from time to time is publicly marketed and offered for purchase by CASAFARI in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
“Platform” – means the platform managed by CASAFARI through which CASAFARI provides access to the DaaS Products to the Client;
“Prices” – means the amount payable by the Client as consideration for the provision of access to the DaaS Products calculated in accordance with the applicable Order Form;
“Release Purpose” means those purposes for which the DaaS Products be used, as set out in the Order Form.
“Site” means the webpage www.casafari.com;
“Specification” means the specification of the API as set out at https://developer.casafari.com;
Subscription Order” or “Order Form” – means the Order Form signed with CASAFARI which amongst other matters details the DaaS Products the Client wishes to access the Term, details of the Prices and how to calculate the same , any automatic renewal period for the Term, the Release Purpose, API Limits, the permitted number of End Users, historical days interval, search alerts, favourites, daily page display limit and agency details;
“Term” – term as defined in clause 9.1. of this Agreement.
“Virus” means anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Provision of access to the DaaS Products

CASAFARI DaaS Products: From the Effective Date and for the duration of the Contract, CASAFARI undertakes to use its reasonable endeavours to make access to the DaaS Products available to the Client.
Qualification on the supply of access to the DaaS Products: CASAFARI does not warrant that:
1. the Client’s use of the API will be uninterrupted or error-free; or
2. the API and/or the API Data obtained by the Client through the API will meet the Client’s requirements; or
3. the API or the API Data will be free from Vulnerabilities or Viruses; CASAFARI is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
CASAFARI reserves the right, at its sole and absolute discretion, and without prior notice, to periodically introduce changes and updates to improve the DaaS Products.
Licence: In consideration of Prices paid by the Client to CASAFARI, CASAFARI grants to the Client a non-exclusive licence during the term of the Agreement:
1. for the Authorised Users to access the API solely for the purposes of:
  1. internally developing the Applications that will communicate and interoperate with the DaaS Products for the Release Purpose;
  2. making API Calls in compliance with the API Limits;
2. to display the API Data received from the API, within the Application for the Release Purpose;
The Client’s sole means of accessing the API, for the purposes of clause 2.4, shall be via the API Key.
In relation to the scope of use set out in clause 2.4 the Client may not:
1. make API Calls in excess of the API Limits;
2. remove any proprietary notices from the API or API Data;
3. use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law and/or regulation;
4. design or permit the Applications to disable, override, or otherwise interfere with any CASAFARI-implemented communications to End Users, consent screens, user settings, alerts, warning, or the like;
5. use the API, including in any of the Applications, to replicate or attempt to replace the user experience of the DaaS Products;
6. attempt to cloak or conceal the Client’s identity or the identity of the Applications when requesting authorisation to use the API or making an API Call;
7. except to the extent expressly permitted under this clause 2, the Client shall not (and shall ensure each End User does not):
  1. combine or integrate the API or API Data with any software, technology, services, or materials not approved in advance by CASAFARI;
  2. pass or allow access to the API or API Data to any third party; or
  3. access all or any part of any API or API Data to build a product and/or service which competes with the API or the DaaS Products (or any part of them).
Except as expressly stated in this clause 2, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or the DaaS Products, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
The Client shall not use the API or API Data other than as specified in this clause 2 without the prior written consent of CASAFARI.
Without prejudice to its other rights and remedies under this Agreement, should the Client use the API or API Data other than as specified in this clause 2 without the prior written consent of CASAFARI, CASAFARI may, in its sole discretion:
1. terminate this Agreement, or suspend the Client’s access and use to the API and the API Data, on written notice with immediate effect; and/or
2. require the Client to pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which CASAFARI would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 7.5, from such date to the date of payment.
CASAFARI shall be entitled to suspend the Client’s access to, and use of, the API and the API Data under clause 2.10. until such time as the breach is remedied to CASAFARI’s reasonable satisfaction, which may include (where payment is required under clause 2.9.2) until CASAFARI has received that payment in cleared funds from the Client.
Client’s Obligations: The Client shall ensure that: (i) its workers, agents and subcontractors act in accordance with this Agreement, including all specific applicable restrictions and be responsible for their actions; (ii) without prejudice to the other related obligations below. it adopts all commercially reasonable efforts to prevent unauthorised access or use of the DaaS Products, and promptly notifies CASAFARI of any unauthorised access or use; (iii) it uses the DaaS Products in accordance with the terms and conditions of this Agreement and applicable legislation.
The Client must obtain an API Key through the registration process available at https://developer.casafari.com/settings/token to use and access the API. The Client may not share the API Key with any third party, must keep the API Key and all log-in information secure and must use the API Key as the Client’s sole means of accessing the API. The API Key may be replaced at any time by CASAFARI on notice to the Client.
The Client shall:
1. ensure that the number of End Users does not exceed the number of Authorised Users specified in the Order Form;
2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
3. carry out all of its responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, CASAFARI may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. keep a complete and accurate record of:
  1. its End Users;
  2. Its development of the Application;
  3. Its use of the API and API Data;
  4. Its compliance with other obligations under this Agreement,

and produce such records to CASAFARI on request from time to time; and

notify CASAFARI as soon as it becomes aware of any unauthorised use of the API or API Data by any person.

The Client is responsible and liable for all uses of the API resulting from access provided by the Client, directly or indirectly, whether such access or use is permitted by or in breach of this Agreement, including use with any Application or third-party software. Without limiting the generality of the foregoing, the Client is responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data, if any. Any act or omission by an End User that would constitute a breach of this Agreement if made or omitted by the Client will be deemed a breach of this Agreement by the Client. The Client shall take reasonable efforts to make all End Users aware of this Agreement’s provisions as applicable to such End Users and shall cause End Users to comply with such provisions.
The Client will monitor the use of the API for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Application from further use of the Application.

Maintenance releases
1. CASAFARI shall make Maintenance Releases available to the Client no later than such releases are generally made available to its other customers. CASAFARI warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the API.
2. The Client is required to make any change to the Application that is required for integration as a result of such Maintenance Release at the Client’s sole cost and expense as soon as reasonably practicable after receipt.

Feedback
1. The Client may, in its discretion, provide Feedback to CASAFARI, but CASAFARI shall not be obliged to take any action in response to the Feedback.
2. Feedback, even if marked confidential, will not create any confidentiality obligations on CASAFARI unless CASAFARI has otherwise agreed in writing, signed by an authorised signatory of CASAFARI.
3. Without prejudice to its other rights and remedies (including under this Agreement), CASAFARI will be free to use, disclose, reproduce, distribute, implement in the DaaS Products or API and otherwise commercialise all Feedback provided by the Client without obligation or restriction of any kind, and the Client hereby waives all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.

Audit
1. CASAFARI, or its representative, may physically or remotely monitor and audit the Client’s use of the API and the API Data to ensure the Client is complying with the terms of this Agreement, provided any physical audit shall take place on reasonable advance notice and at reasonable times. Such an audit may include an audit of the Usage Data to verify the name and password of each End User.
2. If the audit referred to in clause 5.1 reveals that the API or API Data has been used or accessed other than in accordance with this Agreement, then, without prejudice to CASAFARI’s other rights, the Client shall promptly disable such access and use and CASAFARI shall be entitled to revoke any existing passwords, or not issue any new passwords, to any End User so implicated in the unauthorised use or access.
3. The Client shall keep complete and accurate records to demonstrate its compliance with the terms of this Agreement, and the fulfilment of its obligations under it and shall make such records available for inspection by CASAFARI, or CASAFARI ‘s representative, as part of the audit referred to in clause 5.1.
4. Client Reference: The Client agrees that CASAFARI may identify the Client as its Client and user of the DaaS Products in sales presentations, marketing materials, and press releases. Where applicable, the Client allows CASAFARI to use its corporate name, its word mark and/or figurative mark for this purpose.

Systems and Security
1. The client:
  1. is solely responsible for the operation and security of the Client System and the Application;
  2. shall ensure that the Client System and the Application comply with any relevant specifications provided by CASAFARI from time to time; and
  3. shall be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely Responsible for procuring, maintaining and securing its network connections and telecommunications links from the Client System and the Application to the DaaS Products and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
  4. Will take reasonable steps to:
    1. secure the API, the API Data, and the API Key (including all copies thereof) from infringement, misappropriation, theft, misuse of unauthorised access; and
    2. prevent the introduction of any Virus or Vulnerability into the Client’s or End User’s use of the API, API Key or otherwise.

Payment and Payment Conditions
1. Payment: As consideration for the licence to the DaaS Products provided under this Agreement, the Client shall pay CASAFARI the Prices in accordance with the Order Form, on the due dates provided, and it such dates are not provided then prior to the start date of access to the DaaS Products. Orders are not cancellable, and once paid, they are not refundable.
2. Additional Costs: Without prejudice to the provisions of clause 2.10, CASAFARI reserves the right to charge the Client the proportional amount for any exceeded capacity in use of the DaaS Products, according to the prices in CASAFARI’s service tariff in force at the time.
3. Price Changes: CASAFARI reserves the right to change the Prices or charges applicable and set new charges and Prices at the end of the initial Service Term, as set out in the Order Form, or upon renewal. CASAFARI will notify the Client of the change in question 30 (thirty) days in advance of the date on which it is to take effect. Such notification may be made by email. The Client may address any questions related to price changes to CASAFARI’s Client support department.
4. Payment and Invoicing: On request from CASAFARI the Client shall promptly provide such evidence of payment as required to meet CASAFARI’s reasonable satisfaction. . By providing CASAFARI with information regarding credit/debit cards or direct debit accounts, the Client authorises CASAFARI to charge the agreed prices in the Order Form, using these same methods, during the initial Service Term and its renewals, under the terms of the “Renewal” clause below. Payments shall be made by the due date of the respective invoices, on an annual or other agreed periodicity. The Client shall provide complete and updated data to CASAFARI, both for billing payments and for contacting regarding the matter and notify CASAFARI of any relevant changes to this data.
5. Late Payments: In case of delay in payment by the Client of sums due under this Agreement, without prejudice to other legal rights or resources available to CASAFARI, (i) a monthly penalty of 1.5% of the overdue and unpaid amounts will be due, or the application of commercial default interest at the legal rate in force at the time, whichever is higher, and/or (ii) CASAFARI reserves the right to condition future subscription renewals to payment terms shorter than those stipulated in the “Invoicing and Payments” clause above.
6. Suspension of access to the DaaS Products and Due Obligations: If the Client fails to settle, within 7 (seven) calendar days after notification to that effect, the amounts in arrears under this Agreement, CASAFARI may demand immediate payment of the amounts due under such contracts, so that these obligations become immediately due and suspend all access to the DaaS Products until full payment of the amounts in question.
7. Disputes related to Payments: In the event of a dispute regarding the amount of payments due, if the Client is engaged in good faith, reasonable, and collaborative negotiations regarding the adjustment of applicable payment amounts, CASAFARI may, at its sole discretion, waive the exercise of its rights under clause 7.5, “Late Payments,” above.
8. Currency and Taxes: All amounts and Prices stated or mentioned in this Agreement shall be payable in Euros. Invoiced Prices do not include, in addition to VAT, other taxes applicable to CASAFARI invoices (except in the case of reverse VAT charging for EU or non-EU clients).
9. Annual Adjustments: The Prices shall be subject to annual adjustments, with a minimum of zero percent, in accordance with the Consumer Price Index published by the National Statistics Institute, for the twelve (12) months immediately preceding the scheduled date. The first update of the remuneration shall take place one year after the start date of the Contract.

Update of Terms and Conditions
1. CASAFARI reserves the right to periodically and at any time make changes or amendments to provisions in these Terms and Conditions, as well as to changes in the CASAFARI Platform and the DaaS Products, in order to reflect applicable legislative changes or to improve the DaaS Products.
2. CASAFARI shall notify the Client of the changes at least 30 days prior to their entry into force of the new Terms and Conditions.
3. If the changes to the Terms and Conditions involve (1) a change in the characteristics of the DaaS Products, the impact and expected effects of which do not correspond to the Client’s initial intention to contract, or (2) a significant change in Prices, the Client may terminate the Agreement with CASAFARI by providing a minimum of 30 days written notice to CASAFARI and provided such notice is provided within 30 days of the Client receiving notification from CASAFARI about the update of the Terms and Conditions, if they do not wish to continue to access the DaaS Products on the amended basis.
4. Should the Client not provide notice to terminate as detailed in clause 8.3, the relevant changes shall be deemed to be accepted by the Client.

Term and Termination
1. Term: This Agreement shall become effective as of the Effective Date and shall remain in force for the duration defined in the Order Form.
2. Renewal: The Agreement shall automatically renew for the duration set forth in the applicable Order Form, unless terminated by either party giving the other at least 30 (thirty) days’ written notice prior to the end of the then current term, so as to prevent its renewal.
3. Termination for Breach: Either party may at any time terminate this Agreement with immediate effect by written notice if the other party materially breaches any obligation under this Agreement and, when notified thereof, fails to remedy such breach within 30 (thirty) days after receipt of a written notice to that effect. CASAFARI’s termination of this Agreement under this clause for the Client’s breach, without prejudice to any other rights it may have, does not release the Client from the obligation to pay all outstanding and future payments due until the end of the initially defined term of the contract.
4. Termination for Insolvency: Either party may terminate this Agreement immediately on the provision of written notice if the other party is unable to pay its debts as the same fall due or is deemed insolvent or bankrupt in accordance with the common hallmarks of insolvency currently in the United Kingdom.
5. Resolution by Client Initiative: Notwithstanding the provisions set forth in the preceding paragraphs, the Client may terminate the Agreement at any time, at its discretion, with early effects, provided that the full Price set forth in the Agreement is paid.
6. Effects of Agreement Termination: On termination all rights granted to the Client under this Agreement will immediately cease, the Client will cease all activities permitted by this Agreement and the Client will delete or return to CASAFARI all copies of the API, API Data and Derived Data then in its possession, power or control. CASAFARI shall provide the Client, for export and download, with the Client’s Data within a maximum period of 30 (thirty) days after the Agreement termination date. On termination the Client will immediately pay CASAFARI any sums that are then due to CASAFARI pursuant to this Agreement. The provisions of this Agreement, whose effects, by their nature, should survive the termination date of the Agreement, shall remain in force, including, without limitation, rights related to due or overdue payments, confidentiality obligations, warranties, disclaimers, and limitations of liability.

Confidentiality
1. Use and Disclosure: During the term of the Agreement and for a subsequent period of (five) years, the parties undertake to keep confidential and not to use Confidential Information of the other party for any purposes not related to this Agreement, as well as not to disclose it to third parties (with the exception of workers or subcontractors of the party concerned who need to know the Confidential Information for the purposes of this Agreement and who are subject to confidentiality obligations, at least equivalent to those set forth in this Agreement). The parties shall take all reasonably necessary measures to ensure that Confidential Information is not disclosed or accessed by their workers, subcontractors or agents, in a manner that may violate these Terms and Conditions.
2. Authorised Disclosures: Either party may disclose Confidential Information of the other party (i) in response to valid requests from judicial, regulatory or other public authorities exercising public powers, (ii) in cases expressly provided for by law, or (iii) to the extent necessary to establish the rights of either party under this Agreement, provided that, where it is lawful to do so, it promptly notifies the other party of such request and allows the opportunity to object or seek judicial measures to protect the information.
3. Non-Confidential Information: Information shall not be considered Confidential Information if: (i) it is or becomes public knowledge, without being the result of an act or omission of the receiving party; (ii) it is lawfully possessed by the receiving party, and has not been directly or indirectly received from the disclosing party by the receiving party, (iii) it is lawfully disclosed to the receiving party by a third party not subject to any restrictions on disclosure; or (iv) it is generated by the receiving party, independently, without access to Confidential Information.
4. Destruction or Return: Except as otherwise provided in this Agreement, the receiving party of Confidential Information shall, immediately upon request from the disclosing party, destroy (and declare in writing) or return to it all documents and any other supports of Confidential Information, including all copies or extracts thereof.

Intellectual Property, Ownership, and Title
1. All rights, title and interest in any Derived Data and Feedback shall vest in CASAFARI on creation. The Client hereby assigns to CASAFARI absolutely with full title guarantee all right, title and interest in and to the Derived Data and Feedback including:
  1. the entire copyright and all other rights in the nature of copyright subsisting in the Derived Data and the Feedback;
  2. any database right subsisting in the Derived Data and the Feedback;
  3. all other rights in the Derived Data and the Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which the Client is now, or at any time after the date of this agreement may be legally entitled;
  4. the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Derived Data and the Feedback;

together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this Agreement.

The Client will promptly notify CASAFARI if the Client becomes aware of any infringement of any Intellectual Property Rights in the API, API Data, Derived Data and Feedback and will fully co-operate with CASAFARI in any legal action taken by CASAFARI to enforce CASAFARI’s Intellectual Property Rights.
The Client acknowledges that all Intellectual Property Rights in the API, API Data, Derived Data and Feedback belong and shall belong to CASAFARI and the Client shall have no rights in or to the same other than the right to use it in accordance with the terms of this Agreement.
CASAFARI undertakes at its own expense to defend the Client or, at its option, settle any claim or action brought against the Client alleging that the possession or use of the API or API Data in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party (a “Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses awarded against the Client as a result of or in connection with any such Claim. For the avoidance of doubt the undertaking provided in this clause shall not apply where the Claim in question is attributable to possession or use of the API and/or API Data by the Client other than in accordance with the terms of this Agreement, use of the API or API Data in combination with any hardware or software not supplied or specified by CASAFARI if the infringement would have been avoided by the use of the API or API Data not so combined, or use of a non-current release of the API or API Data.
If any third party makes a Claim, or notifies an intention to make a Claim against the Client, CASAFARI’s obligations under this clause 11 are conditional on the Client:
1. as soon as reasonably practicable, giving written notice of the Claim to CASAFARI, specifying the nature of the Claim in reasonable detail;
2. not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of CASAFARI (such consent not to be unreasonably conditioned, withheld or delayed);
3. giving CASAFARI and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Client, so as to enable CASAFARI and its professional advisers to examine them and to take copies (at CASAFARI ‘s expense) for the purpose of assessing the Claim; and
4. subject to CASAFARI providing security to the Client to the Client’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as CASAFARI may reasonably request to avoid, dispute, compromise or defend the Claim..
If any Claim is made, or in CASAFARI’s reasonable opinion is likely to be made, against the Client, CASAFARI may at its sole option and expense:
1. procure for the Client the right to continue to use the API and/or API Data in accordance with the terms of this Agreement;
2. modify the API and/or API Data so that the same ceases to be infringing;
3. replace the API and/or API Data with non-infringing versions; or
4. terminate this Agreement immediately by notice in writing to the Client and refund any of the Prices paid by the Client as at the date of termination (less a reasonable sum in respect of the Client’s use of the API and API Data to the date of termination) on return of all copies thereof.
This clause 11 constitutes the Client’s exclusive remedy and CASAFARI’s only liability in respect of Claims.

Data Protection
1. Both parties will comply with all applicable requirements of the Legislation on personal data protection. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Legislation on personal data protection.
2. CASAFARI may collect certain information about the Client and its personnel, representatives and agents, including End Users, in connection with this Agreement, as set out in the then-current version of CASAFARI’s privacy policy, available at https://www.casafari.com/privacy-policy/ (“Usage Data”). This may include information collected through the API or the DaaS Products. By entering into this Agreement, and accessing, using, and providing information to or through the API or the DaaS Products, the Client consents, and shall procure all required consents from its personnel, representatives and agents (including End Users) to all actions taken by CASAFARI with respect to the Usage Data in compliance with the then-current version of CASAFARI’s privacy policy, available at [https://www.casafari.com/privacy-policy/. In the event of any inconsistency or conflict between the terms of the then-current privacy policy and this Agreement, the privacy policy will take precedence.
3. The parties acknowledge that the Usage Data is processed by CASAFARI as a controller for the purposes of the Legislation on personal data protection.
4. Without prejudice to the generality of clause 12.1 the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to CASAFARI for the duration and purposes of this Agreement so that CASAFARI may lawfully use, process and transfer this data in accordance with this Agreement.

Warranty and Disclaimer of Liability
1. CASAFARI does not guarantee that the DaaS Products or related services will meet the Client’s requirements, are suitable for specific purposes, will be free from Viruses, or will operate uninterrupted or free from any errors.
2. The Client acknowledges that the Service may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance. Whenever possible, CASAFARI will provide advance notice regarding scheduled interruptions to the Service.

Limitations and exclusions of liability
1. The overall and cumulative liability of CASAFARI for all liability, loss, cost, expense or damage arising in any single calendar year of this Agreement from its non-compliance or defective compliance with the Agreement is limited to the value of the services paid for in the relevant year of the occurrence of the liability-generating events.
2. CASAFARI shall not be liable, in any event, for any loss of production, loss of profits or contracts, loss of business or revenue, loss of anticipated savings, loss of goodwill or reputation, or for any loss or corruption of data, indirect damage, cost, or expense that may occur.
3. The Client assumes sole responsibility for results obtained from the use of the API and the API Data by the Client and for conclusions drawn from such use. CASAFARI shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to CASAFARI by the Client in connection with the API, or any actions taken by CASAFARI at the Client’s direction; and
4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
5. The API and the API Data are provided to the Client on an “as is” basis.
Force Majeure
1. For the purposes of this Agreement, an event of force majeure is an event outside the reasonable control of the affected party and shall be considered to include: strike, fire, flood, earthquake, legislative or administrative acts of a public nature, failures of service by third-party suppliers, delays or breakdowns in internet service provider services, attacks that prevent the operation of internet services or other factors that determine the inability to comply with the obligations of the parties and that are reasonably beyond the control of the defaulting party and do not result from intentional or negligent conduct, for any reason, of the defaulting party, whether by action or omission.
Miscellaneous
1. Nature of the legal relationship between the parties: The parties are independent contractors and, under this Agreement, do not constitute any agency, employment, joint venture, or mandate relationship that would allow one to act on behalf of the other in entering into contracts or other types of obligations. The parties declare and warrant that they may not assert the existence, express or implied, of a legal relationship such as those mentioned above.
2. Assignment and Transfer: The Client shall not:
  1. sub-license, assign or novate the benefit or burden of this Agreement in whole or in part; and/or
  2. allow the API or API Data or Derived Data to become the subject of any charge, lien or encumbrance; and/or
  3. deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of CASAFARI, such consent not to be unreasonably withheld or delayed.
3. CASAFARI may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Client.
4. Effects of nullity or annulment: If, for any reason, a competent court consider certain provisions of this Agreement, in whole or in part, invalid or ineffective, such provisions shall, to the maximum extent permitted by law, be deemed valid and effective, and the invalidity of the entire Agreement shall not be determined unless it is shown that, without the defective part, the parties would not have intended to enter into the Agreement.
5. Non-Waiver of Rights: The failure or defective performance of any of the provisions of this Agreement that may occur at any given time on the part of either party, as well as the circumstance that the non-defaulting party does not notify the defaulting party of the performance or remediation thereof, may not be construed as a waiver of the rights of the non-defaulting party, whether at that time or in the future.
6. Entire Agreement: These Terms and Conditions together with the relevant Order Form constitute the entire agreement between parties with respect to its subject matter, replacing any previous or contemporaneous negotiations or agreements, written or oral, concerning the DaaS products.
7. Notifications: Any communications made under this Agreement shall be sent by email to the electronic addresses indicated by the parties or by registered mail with acknowledgment of receipt.
8. Governing Law and Jurisdiction: This Agreement shall be governed by laws of England and Wales. In the event of dispute arising from or related to this Agreement, the courts of England and Wales shall have jurisdiction.