Terms and Conditions

This API License and Terms of Use (Terms) constitutes the Agreement between Redcat Pty Ltd (ABN 88 090 409 920) of Level 1, 51 Stephenson Street, Cremorne, Victoria, Australia, 3121 and its affiliates (we, our, us or Redcat) and any individual or entity that develops, owns, or operates one or more Application(s) that uses or integrates with the Redcat Service (Developer or you).

By accepting this Agreement or by accessing or using the Redcat APIs, or authorising or permitting any Customer to access or use the Redcat APIs, you agree to be bound by this Agreement.

Please read these Terms carefully, as they are a legally binding agreement. We reserve the right to update and change the Terms by posting updates and changes here:  https://www.redcatht.com/en-au/about-us/api-license-and-terms-of-use. If a significant change is made, we will provide reasonable notice to you by email or in your account dashboard.

The person entering into this Agreement on behalf of the Developer (if the Developer is not a natural person, i.e., the Developer is a company or partnership etc.) warrants that he/she has the authority of the Developer to enter into these Terms on the Developer’s behalf.

This Agreement becomes binding and effective upon the earliest date of: (1) when you access or use the APIs or Redcat Service, (2) when you sign the agreement for the use of the Redcat APIs in an interface that references these Terms, or (3) when you sign a separate contract with Redcat (the “Effective Date”).

This Agreement was last updated on 31 October 2023.

1. DEFINITIONS

Capitalised terms will have the meanings provided in this section 1 or otherwise as specified in the body of the Terms.

“Agreement” means these Terms, a separate agreement (if any) that we enter into with you which sets out any additional terms that apply to your use of the Redcat Service or APIs and unless the context requires otherwise, includes all and any addendums, exhibits or attachments to any of them.

"Application” or “App” means a digital application, website, interface that integrates or interoperates with the Redcat Service or that accesses the Redcat API.

“API” or “Application Programming Interfaces” means the Application Programming Interfaces developed by Redcat in connection with the use of the Redcat Service.

“API Credentials” means the credentials that allow you to make authenticated requests to the Redcat API.

“Customer” means any individual that visits or transacts with a Merchant using an Application.

“Customer Data” means information (including Personal Information) relating to a Customer, including ordering information, payment information, or account information that is submitted to the Redcat Service by you or any other third-party user (including a Developer or Merchant).

Data Breach means an event where Personal Information is lost, compromised, or subjected to unauthorised access, modification, use or disclosure or other misuse.

“Developer” means an individual or entity that develops, owns, or operates one or more Application(s) that accesses or uses the Redcat API.

“Intellectual Property Rights" means all present and future intellectual property rights (including, without limitation, all registered and unregistered designs, copyright, moral rights, trademarks, and patents) and any technology, software, programming code, source code, data, applications, programs, inventions, documents, trade secrets, works, subject matter lists, algorithm and invention, Graphical User Interface and Menu Command Hierarchy and other information.

"Merchant" means an individual or business that uses the Redcat Service in the course of selling goods or services.

“Merchant Agreement” means an agreement entered into between a Developer and the Merchant governing the Merchant’s installation and use of an Application.

“Merchant Data” means information (including Personal Information) relating to a Merchant, including business, financial and product information and includes any Customer Data.

“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other “personal information” as defined in the Privacy Laws.

“Personnel” of a party means that party’s employees, officers, contractors, and agents.

“Privacy Laws” means:

(a)        the Privacy Act 1988 (Cth) or any successor legislation, as amended from time to time, including the Australian Privacy Principles (APPs);

(b)        the Spam Act 2003 (Cth) or any successor legislation, as amended from time to time;

(c)        any legislation from time to time in force in Australia or in any non-Australian jurisdiction (to the extent that either party is subject to the laws of that jurisdiction) affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of Application Data; and

(d)        any ancillary rules, guidelines, orders, directions, directives, codes of conduct, or other instruments made thereunder.

“Redcat Service” means the Redcat proprietary technology and software-as-a-service based Point of Sale platform, including the online, web-based Point of Sale platform, tools and services offered on the Redcat Website including the software, the APIs and any associated websites, products or services offered by Redcat.

“Redcat Trademarks” means the trademarks, logos, service marks and trade names of Redcat, whether registered or unregistered.

“Term” means the period beginning on the Effective Date and ending on the date this Agreement is terminated.

“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Redcat API.

2. PERMITTED USES
   • Integration: From time to time, we will make available the APIs to enable your Application to integrate or interoperate with the Redcat Service and, where applicable, connect to other third-party Applications that also interact with the Redcat Service.
   • Ability to access APIs:   Your use of Redcat’s APIs and Merchant Data are subject to certain limitations on access, calls and use as set out in this Agreement or as otherwise provided to you by us. If we provide you with API Credentials, you must use them with applicable Redcat APIs. You will not misrepresent or mask either your identity or your Application’s identity when using the Redcat APIs or developer accounts. If we believe (acting reasonably) that you have attempted to exceed or circumvent the limitations set out in this clause, your ability to use Redcat APIs and Merchant Data may be temporarily or permanently blocked where doing so is reasonably necessary to protect our legitimate business interests.
   • Discretion: We may permit you to integrate or connect your Application to the Redcat Service and the APIs applicable to your App at our absolute discretion.
3. LICENCE
   • Subject to the Terms, Redcat grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Redcat API and to interact with the Redcat Service solely in connection with developing, implementing and distributing your Application that interoperates, interacts or integrates with the Redcat Service, and solely in the manner described in the Terms and in the technical documentation contained in the Redcat API.
   • We will provide a Developer’s Application with API Credentials that permit the Application to integrate the APIs. The API Credentials are and remain the property of Redcat and may be revoked if:
     • the Developer shares them with any third party (other than as allowed under the Terms);
     • they are compromised;
     • the Developer breaches this Agreement; or
     • this Agreement terminates.
   • API Call Limitations. The number of API calls that an Application will be permitted to make during any given period may be limited to take into account the parties’ systems capacities. Redcat may, in its sole discretion, suspend your access to the APIs if the API calls exceed the call limits due to any non-planned increase in your API calls. Unused API calls will not roll over to the next day or month, as applicable.
   • While the Redcat Service and APIs enable your Application to integrate or interoperate with the Redcat Service and certain other third party Applications that also interoperate with the Redcat Service, you acknowledge and agree that:
     • we are not responsible for, and do not warrant, the performance, accuracy, reliability, uptime, or availability of Applications, which are not controlled by us;
     • you may receive information through the Redcat Service which is provided to us by providers of other Applications or their Customers. We do not warrant the accuracy or reliability of this information and it is your responsibility to assess whether the information is accurate, reliable, or sufficient for your purposes;
     • the Customer Data submitted to the Redcat Service by other Applications may not be supported by your Application and, as a result, may not be presented to your Customers.
     • it is your responsibility to determine the compatibility of the Customer Data with your Application; and
     • it is your responsibility to ensure the Redcat Service is suitable and fit for your purposes.
   • Merchant Agreement. For each Merchant that uses your Application you must have a Merchant Agreement in place that contains provisions at least as protective of Redcat as those in these Terms. In particular, your Merchant Agreement must contain provisions to the following effect:
     • that Developer is solely responsible for the Application;
     • that Redcat is not liable for any fault in the Application or any harm that may result from its installation or use;
     • except where expressly otherwise agreed by Redcat, we cannot provide assistance with the installation or use of the Application; and
     • the Developer is solely responsible for any liability which may arise from a Merchant’s access to or use of the Application, including the Developer’s access, use, distribution, or storage of Merchant Data.
   • Terms. In the event of a conflict between these Terms and any other terms (including your standard terms and conditions) regarding the use of the APIs, these Terms will prevail.
4. RESTRICTED ACTIVITIES
   • Permitted Use. You must not use the Redcat APIs for any purpose other than to develop, distribute and sell Applications or content for your use or a Merchant’s use with the Redcat Service.
   • Without limiting clause 4.1, you must not:
     • distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Terms to any third party or allow access or linking to the APIs;
     • use or access the Redcat API or the Redcat Service in order to monitor the availability, performance, or functionality of the Redcat API or the Redcat Service;
     • engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorised manner the servers, security, networks, data, applications or other properties or services of Redcat or any third party;
     • modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Redcat API, Merchant Data, the Redcat Service, or any aspect or portion thereof;
     • create a service that functions substantially the same as the APIs or the Redcat Service;
     • use the APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage; and
     • request more than the minimum amount of data from a Redcat API needed by your Application to provide the Merchant the intended Application functionality, or any data outside any permissions granted by the Merchant.

5. PROPRIETARY RIGHTS
   • Redcat Ownership. We retain ownership in all Intellectual Property Rights embodied in or associated with the APIs, the Redcat Service and our systems and services and their underlying and related technology, software, patents, know-how and associated documentation. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by us. You will not take any action inconsistent with our ownership of the APIs. You must not exceed the scope of the licences granted in this Agreement.
   • Developed IP. Any Intellectual Property Rights developed by us in improving, altering, enhancing, or otherwise developing the Redcat Service (whether as a result of suggestions made by you, or arising from or in connection with Merchant Data) will vest in us. You must transfer and assign to us, upon the creation thereof, all rights, title, and interest in any such Intellectual Property Rights.
   • Your Application. We do not acquire ownership in your Application, and by using the Redcat APIs, you do not acquire ownership of any rights in the Redcat APIs or the content that is accessed through the Redcat APIs.
   • Background IP: Each party will own its own Background IP. To the extent necessary to provide the Redcat Service and perform their obligations under this Agreement, each party provides the other party with a revocable, non-exclusive, nontransferable and royalty free licence to use its Background IP during the Term.
   • Review Licence. You provide us with a paid-up, royalty-free, revocable, worldwide, non-exclusive, transferable licence to use your Application for testing, review, or other related purposes to ensure that your Application and services comply with this Agreement. You may revoke this licence at any time by providing written notice to us. If you revoke this license, this Agreement will immediately terminate upon receipt of the written notice by us.
   • Redcat Trademarks. We grant to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license during the term to display the Redcat Trademarks for the sole purpose of notifying Merchants that the Application is compatible with the Redcat Service. You agree that you will use the Redcat Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by us from time to time. The Redcat Trademarks are and shall remain the sole property of Redcat and you acquire no right of ownership in them.
   • Merchant Data. As between you and us, Redcat shall own all right, title and interest in any Merchant Data that we receive as a result of a Merchant’s installation or use of an Application.
6. AVAILABILITY, CHANGES AND SUSPENSION
   • While we will endeavour to minimise any interruptions to, or interference with, any Applications, the Redcat Service and the Redcat APIs are provided on an “as is” and “as available” basis, without any warranties of any kind to the maximum extent permitted by law.
   • Updates: Redcat reserves the right to require a Developer to install or update any and all software to continue using the Redcat API and the Service. You acknowledge that Redcat may make Updates to the Redcat API from time to time, and at its sole discretion. You must implement and use the most current version of the Redcat API and make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Redcat API. Your continued access or use of the Redcat API following an update or modification will constitute binding acceptance of the Update.
   • Access and Use. We may change or discontinue the availability of some or all of the Redcat APIs at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the Redcat APIs.
   • Suspension: We can suspend your access to the Redcat Service and/or the Redcat APIs:
     • during upgrades and maintenance (scheduled and unscheduled).
     • where the Redcat Service is unavailable due to any circumstance beyond our reasonable control, such as any delay, fault or interruption of any third-party service provider including telecommunications or internet connection services or another Application;
     • where we reasonably suspect that you have acted in an unlawful, fraudulent, or improper manner in using the Redcat Service; or
     • where we reasonably suspect that you have breached a term of this Agreement.

7. CONFIDENTIALITY
   • Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Discloser") to the other Party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. For the avoidance of doubt, the Redcat API and API Credentials are deemed to be Redcat’s Confidential Information. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to Discloser, (b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser, (c) is received from a third party without any obligation of confidentiality, or (d) was independently developed by Recipient without reference to or use of Discloser’s Confidential Information.
   • Protection of Confidential Information. Except as otherwise permitted in writing by Discloser, Recipient will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and use Discloser’s Confidential Information only for purposes of this Agreement, and (b) Recipient will limit access to Confidential Information of Discloser to those of its Personnel who need such access for purposes consistent with this Agreement and who have agreed to confidentiality obligations with Recipient that are no less stringent than those in this Agreement.
8. LIABILITY AND INDEMNIFICATION
   • Disclaimer of Warranties. The APIs and all services and products are provided “as is” and “as available.” We make no warranty or representation, express or implied by statute, custom or usage, that the APIs will meet your requirements, that it/they will be of satisfactory quality, that it/they will be fit for a particular purpose, that it/they will not infringe the rights of third parties, that it/they will be compatible with all systems, that it/they will be secure and that all information provided will be accurate. We provide no guarantee of any specific results from the use of the APIs. The APIs are provided "as is" and on an "as available" basis. We give no representation, guarantee or warranty that the APIs will be free of defects and/or faults, and/or available without interruption.
   • Limitation of Liability. To the maximum extent permitted by law, we will not be liable under this Agreement for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if you have been informed of this possibility. You assume all responsibility for the selection of the APIs, necessary to achieve your intended results. Our total aggregate liability for any direct loss, cost, claim or damages of any kind in connection with this Agreement shall not exceed the sum of ten thousand dollars ($10,000).
   • The relationship between a Merchant and a Developer is strictly between the Merchant and the Developer, and Redcat is not obligated to intervene in any dispute arising between the Merchant and the Developer. Under no circumstances shall Redcat be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from or relate to the Developer’s relationship with any Merchant. These limitations shall apply even if Redcat has been advised of the possibility of such damages.
   • Indemnification by Developer. To the maximum extent permitted by law, you agree to indemnify us and keep us indemnified against, and must pay us on demand the amount of all Loss incurred or arising in connection with:
     • any of the warranties and representations made in these Terms being untrue, incorrect, or inaccurate;
     • your breach of this Agreement or any breach of this Agreement by your Customers;
     • your or your Personnel’s negligence or fraud or any dispute between you or Customers except to the extent that the dispute has arisen due to our breach of this Agreement, or our fraud, willful misconduct, or gross negligence.
     • any third-party claim that your products or services, including any Application, infringes the Intellectual Property Rights or other rights of a third party;
     • the performance, non-performance or improper performance of your products or services, including any Application.
   • Applicable legislation. Nothing in these Terms is intended to have the effect of contracting out of any applicable legislation, except to the extent permitted by such legislation.
9. TERM AND TERMINATION
   • This Agreement commences on the Effective Date and will remain in effect until the termination of the Agreement in accordance with this Section. Upon termination of this Agreement for any reason, the API Credentials will be revoked, and all licences granted hereunder will terminate. In addition, each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information).
   • Termination for convenience. Either you or we can terminate this Agreement by giving at least 60 days’ notice.
   • Termination for Cause. A party may immediately terminate this Agreement for cause:
     • upon 15 days’ written notice to the other party of a material breach (including details sufficient to identify the material breach) if such breach remains uncured at the expiration of such period,
     • for material violations of confidentiality obligations, or
     • if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
   • Any provision of this Agreement that expressly or by implication is intended to survive termination, regardless of the date, cause, or manner of such termination, and including but not limited to rights of action accruing prior to termination and payment obligations, will survive such termination and will continue in full force and effect.
10. PRIVACY AND DATA SECURITY
    • Privacy Laws: You agrees to comply with your obligations under the Privacy Laws in relation to Personal Information collected, used, or disclosed by you or your Personnel in connection with the Redcat Service and the Agreement.
    • Developer Privacy Policy: You must have, and provide to each Merchant, a privacy policy that complies with all applicable Privacy Laws and provides adequate notice and obtains prior consent as required for the collection, use and storage of Merchant Data, and any Personal Information your Application will access once installed, including:
      • the services to be provided by your Application,
      • the Merchant Data that will be accessed by the Application in order to provide such services, and
      • how Merchant Data will be used and transferred to third parties, if applicable.
    • Use of Merchant Data. If you access Merchant Data, you will not (and will ensure that your Personnel do not) use, access, store, or make copies of the Merchant Data or any other data relating to a Merchant or Customers, that you receive via an Application or the Redcat API except as necessary to provide the Application services to the Merchant to whom the Merchant Data relates and as described in the applicable Merchant Agreement, and only for the purposes agreed by the Merchant. Without limiting the foregoing, you must not:
      • use information from Merchants or Customers for competitive benchmarking;
      • communicate with Customers directly or indirectly, unless the information is obtained from another source, such as from the Customers themselves, or if you have obtained consent to do so in the Merchant Agreement;
      • provide us with information about an applicable individual unless you have obtained effective consent from them to the extent such consent is legally required, before you provide us with information that you independently collected from them;
      • not directly or indirectly transfer any data you receive from us (including anonymous, aggregate, or derived data) to any third party or any other Application you may own, except as necessary to provide your Application's services or if expressly authorised by the Merchant.
    • Data Breach. You must notify us of any actual or suspected Data Breach relating to Merchant Data immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence. Upon becoming aware of the Data Breach, at your own cost, you must:
      • promptly remedy the Data Breach to prevent any further loss of Merchant Data;
      • investigate the incident;
      • take reasonable actions to mitigate any future anticipated risk of harm to us, Merchants, or Customers; and
      • provide any information requested by us in connection with the Data Breach in a timely manner.
    • Security: You agree that we may monitor use of the Redcat API to ensure quality and verify your compliance with these Terms. This monitoring may include us accessing and using your Application, for example to identify security issues that could affect Merchants or us. You must also ensure that your Application (and your networks, software, servers, routers, databases, and computer systems are configured in accordance with good internet industry practice to ensure that all information (including Personal Information) received from us, or through the Redcat Service, is protected against misuse, interference, and loss, and from unauthorised access, modification, and disclosure.
11. MODIFICATION OF TERMS
    • By providing reasonable prior notice to you, we may amend these Terms and the documentation and guidelines accompanying the APIs at any time. We may provide such notice by posting the relevant revised Terms (each, a “Revised Version”) on our website. If the Revised Version includes any material change to your existing rights and obligations or the material terms of the APIs, we will alert you by email at least ten (10) days in advance. The Revised Version will be effective as of the time it is posted but will not apply retrospectively. Your continued use of and access to the Redcat APIs after notice of a Revised Version becomes effective constitutes your acceptance of the Revised Version.
12. GENERAL PROVISIONS
    • The parties are independent contractors. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
    • No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, unless expressly stated otherwise.
    • Governing Law. This Agreement is governed by the laws in force in Victoria, Australia and the parties agree to submit to the nonexclusive jurisdiction of the courts in that jurisdiction.
    • Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    • If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
    • Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, we may assign this Agreement in its entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. This Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    • This Agreement, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
    • Non-Exclusivity. Nothing in these Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement does not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including with respect to any confidentiality obligations. We are not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Developer’s products or services, including any Application, regardless of their similarity to Developers’ products or services, provided that we do not use your Confidential Information in so doing.
    • Surviving Provisions. This Section 12 and the following provisions of these Terms shall survive any termination or expiration of the Terms: Section 1 (Definitions), Section 5 (Proprietary Rights), Section 7 (Confidentiality) Section 8 (Liability and Indemnification), and Section 10 (Privacy and Data Security). In addition, any provisions of the Terms that by their nature are intended to survive, will survive termination.