Terms & ConditionsTerms & Conditions (Reckon API)

Terms & Conditions

Reckon API

1. Introduction

a. This agreement sets out the terms upon which you are invited to participate in the API program which includes access to the API gateway and use of the API, development tools and documentation to develop your programs to integrate with relevant Reckon products. Details of what is included in the API program can be found at https:// developers.reckon.com.

2. Approval required & ongoing compliance

a. Your participation in the API program is subject to Reckon’s approval of your application. b. In addition to any other requirements in this agreement, your ongoing participation in the API program is conditional upon you allowing Reckon or its authorised representative to inspect your program and be given a demonstration of it to enable Reckon to monitor your compliance with this Agreement. c. You must keep a written register of the names of all individuals in your organisation who participate in the API program and notify Reckon who those individuals are and allow Reckon to inspect the register from time to time.

3. Rights to access the API gateway and use the API

a. You are granted permission to participate in the API program to access the API gateway and use the API, development tools and documentation on the terms of this agreement. b. You may use the API program only for the purpose of designing, writing, testing and distributing one or more of your programs integrated with the relevant Reckon products. c. Your permission is only for relevant Reckon products in Australia and New Zealand, except for Reckon One where your permission is worldwide.

4. What we will give you

a. Reckon will give you access to the API gateway, the API development tools (and other files) and documentation relevant to your program. b. Reckon will make available to you any updates or technical upgrades to the API program during the period of this agreement. Use of all such updates or upgrades by the you shall be subject to the terms and conditions of this Agreement. c. Reckon will make available to you any updates or upgrades to the version of the relevant Reckon product that may be provided to you as part of the API program during the period of this agreement. d. You acknowledge that there may be third party programs added-on or integrated into the API or relevant Reckon products (eg: Yodlee or bank data feeds) and Reckon makes no warranty that (i) the third party programs will meet your requirements, (ii) that they will be uninterrupted, timely, secure, or error-free, (iii) that results that may be obtained from them will be accurate or reliable, (iv) that the quality of any products, services, information, or other material purchased or obtained by you through them will meet your expectations, or (v) that any errors in the technology will be corrected

5. Conditions of permission

a. Your permission under this agreement is limited including that: i. you may not copy, modify, create derivative works of, reverse compile, decompile, dissemble, or otherwise reverse-engineer the API or any code contained therein or any relevant Reckon products, development tools, files and documentation; ii. you may not re-sell, copy, use, host or otherwise distribute any of the relevant Reckon products; iii. you may not distribute, sell, lease, rent, lend, or sublicense any part of the API program to any third party except as included within and necessary to distribute your Program; iv. you may not redistribute any component of the API program; v. you may not upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware; vi. you may not make excessive calls, engage in denial of service activity, or introduce viruses, trojans, or any malicious code on any Reckon network or server infrastructure; b. All of these limitations are important requirements to safeguard the integrity of the API program for you and Reckon and any breach of these limitations by you may result in Reckon terminating your access and use of the API and your participation in the API program, without notice, in addition to any rights of termination in clause 9.d. c. You acknowledge that Reckon has a sunset policy for relevant Reckon products and your program must be designed to integrate with only those versions of relevant Reckon products that are supported by Reckon, and you will, upon written notice from Reckon, cease to market, sell or supply versions of your program that are designed to integrate with non-supported versions of relevant Reckon products. This also means that from time to time, and Reckon will give you reasonable notice of this, the technical specifications of the API will change and this may impact your access and use of the API program as well as the operation of your program. d. You acknowledge that if it comes to our attention that you are using the API program to develop a program that is in competition with relevant Reckon products we reserve the right to review your ongoing participation in the API program. e. It is your sole responsibility to ensure that your programs are properly quality controlled before you release them to market and Reckon assumes no responsibility whatsoever for any defects in your programs subsequent to any integration or add on based on the API program.

6. Intellectual property

a. You acknowledge that all right, title and interest in the API program and relevant Reckon products (including all intellectual property, eg: copyright) are owned by or licensed to Reckon and nothing in this agreement gives you any rights to the API program and relevant Reckon products. b. You acknowledge that any information (including but not limited to the API, development tools and files and documentation) supplied or otherwise disclosed under this Agreement contain confidential or proprietary information or trade secrets of Reckon or its associated entities (and possibly Intuit Inc) including personal information. c. You, your employees, contractors, agents and representatives will maintain all information supplied or disclosed under this Agreement in strict confidence and will not disclose such information or any part thereof in any form whatever to any other party. You will take all reasonable steps: to maintain the confidentiality of all information and accompanying documentation; and to ensure that any personal information is handled in accordance with the Privacy Principles; and to ensure that no unauthorised persons have access to such information. d. Except as otherwise provided in this Agreement, the you shall not cause or permit unauthorised copying, reproduction of disclosure of any portion of any confidential information (including but not limited to development files and documentation), or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Reckon. e. This clause 6 shall continue to bind you and your agents and representatives beyond the termination of this agreement.

7. Marketing

a. You may not use any trademarks, trade names, or service marks of Reckon, other than as supplied by Reckon via the API program or permitted in writing by Reckon. b. You may not designate your program using words such as “Designed for [relevant Reckon product]” or similar words without prior written approval of Reckon.

8. Privacy rules

a. You acknowledge that Reckon collects, discloses and uses personal information when you apply for the API program, when you access and use the API gateway and API, when you use other materials and services in the API program and when you access technical support. The personal information may also be obtained from public sources such as social media websites. b. You consent to Reckon’s collection, use and disclosure of the personal information as summarised above and as detailed in Reckon’s Privacy Policy at https://www.reckon.com.au/aboutus/policies.aspx. c. Reckon may also provide your personal information to its related companies and to its third party service providers for the purpose of providing services under this agreement. These entities may be located in Australia, New Zealand, Singapore, Malaysia, the USA or other countries. This is only a “pass through” use and personal information is not disclosed. No personal information is ever hosted or stored in these locations. d. Full details of how personal information is collected, used and disclosed by Reckon, and how to update or correct the personal information or make a privacy complaint, are provided in Reckon’s Privacy Policy which can be viewed on Reckon’s website www.reckon.com.au/aboutus/policies.aspx. e. In relation to your access and use of the API program, you agree to comply with Australian Privacy Laws in relation to any personal information that your program accesses in any way and for any purpose, including that you will get all necessary consents that may be required from your customers.

9. Termination

a. This agreement remains in force until terminated. b. Either party can terminate this agreement for convenience on no less than 15 days prior written notice. c. Reckon can terminate this agreement for any breach of this agreement which you have not remedied after 15 days written notice of such breach from Reckon. d. In addition to any other rights to terminate immediately Reckon may, acting reasonably, also terminate this agreement immediately, if: i. we receive complaints from our customers about any matter pertaining to your position as a API developer or about your program; ii. you engage in any criticism of Reckon, its subsidiaries, its employees and its products; iii. you commit any unlawful or illegal acts, or any situation in which you find yourself in bankruptcy or insolvency; iv. you supply any confidential information about Reckon or any of the relevant Reckon products. We may at our sole discretion decide whether any information provided to any competitor of ours is confidential information for the purposes of this clause 9; v. violate the intellectual property or other rights of any person or entity. e. Upon termination of the Agreement, you shall either destroy all licensed copies of the API and all backups, or return them to Reckon. This obligation shall survive the termination of this agreement. f. Furthermore, upon termination of this agreement, you shall no longer be permitted to use any code derived from the API program, any development files and/or documentation in any of your programs nor in any relevant Reckon products or add-on products created by you for use with relevant Reckon products and Reckon irrevocably withdraws its consent for the use of the API gateway (including any the API, any code and development files). In these circumstances, to the extent that your programs incorporating such code are being used by third parties at the time of termination, such third parties will be able to continue to use the programs notwithstanding the withdrawal of Reckon’s consent. However, you shall not be able to sell, market, supply or otherwise distribute any further copies of the your programs incorporating such code following termination and shall use its best endeavours to cause any copies of such programs which are not being used by third parties at the time of termination to be withdrawn from sale and destroyed.

10. Limitation of warranties

a. This clause 10 is subject to the consumer guarantees regime as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (also referred to as the Australian Consumer Law), and the Consumer Guarantees Act 1993 (NZ), as amended from time to time, or other similar legislation of a state or territory of Australia or NZ respectively. (“Consumer Guarantees”). In Australia, our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. b. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. In New Zealand, these guarantees cannot be modified nor excluded by any contract, except in those circumstances contemplated by section 43(2) of the New Zealand Consumer Guarantees Act. c. Except as required by the Consumer Guarantees, Reckon provides the API program to you on an “as is” basis and without any representations by Reckon or any of its authorised distributors and associates regarding the use, performance or results of the use, of the API. d. You acknowledge that you have read the foregoing disclaimers of warranty and limitation of liability and understand that, to the extent permitted by the Consumer Guarantees, you assume the entire risk of use of the API program, including for us eof the API, development files and documentation. e. Except as required by the Consumer Guarantees, Reckon excludes all conditions, warranties, guarantees and rights that may be implied into this Agreement or otherwise conferred by law. This Agreement does not exclude or modify any of those rights if to do so would contravene that law or make any part of this Agreement void.

11. Indemnification

a. You shall indemnify Reckon and defend against any and all claims including but not limited to privacy complaints or breach of privacy claims, including claims by third parties or your employees, other than as required by the Consumer Guarantees, which arise directly or indirectly out of your use of the API program. b. In relation to goods or services not ordinarily acquired for personal, domestic or household use, Reckon’s (and its distributors’) liability for breach of any guarantees, implied conditions or warranties that cannot be excluded is limited, to the extent permitted by law and at the option of Reckon, to repair of the goods, or the cost of repairing the goods, to replacing or re-supplying the goods or services or their equivalent again or the payment of the cost of having the goods or services or their equivalent replaced or supplied again. You acknowledge that this clause 11, and any reliance on it by Reckon, is fair and reasonable. c. Except as required by the Consumer Guarantees, Reckon shall not be liable for any incidental or consequential damages suffered by you through the use of the API program, whether or not such damages were disclosed to, or reasonably foreseen.

12. General

a. This Agreement shall be governed by the laws of the State of New South Wales and the parties submit to the Jurisdiction of the Courts of New South Wales for any and all proceedings arising from this Agreement. b. You may not assign any rights to any third party without Reckon’s prior written approval. c. Reckon reserves the right to modify the terms of this agreement on no less than 15 days prior written notice.

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