Terms and Conditions for the resmio API

  1. Subject

    1.1 resmio GmbH (hereinafter: "resmio") operates an online reservation and yield management system for restaurants which allows restaurants the publication of offers and the receipt of reservations ("Platform"). resmio provides an application programming interface ("API") to selected developers and businesses (hereinafter: "Partner") in order to facilitate the development and the operation of applications which allow end users to access data and content of the Platform and their implementation into applications of the Partner. These terms and conditions govern the use of the resmio API and their contents by the Partner.

    1.2 If a separate agreement has been concluded between the parties related to the use of the resmio API, these terms and conditions shall apply in addition to such separate agreement. In the event of a conflict between the separate agreement and these terms and conditions, the separate agreement shall take precedence. General terms and conditions of the Partner shall be excluded. This also applies if the Partner expressly refers to such general terms and conditions.

  2. Definitions

    2.1 For the purpose of these terms and conditions, the following terms shall have the meaning ascribed in this clause:

    End User shall mean the user of a Partner Application

    resmio Database shall mean the online application accessible through the resmio API

    resmio API shall mean the application programming interface offered by resmio through which the Partner may access resmio content, as well as all features and functions provided by resmio through the application programming interface.

    resmio Content shall mean all data, information, pictures and other material which may be accessed through the resmio API.

    Partner Application shall mean an online service provided by the Partner which accesses the resmio API or makes use of resmio Content.

  3. Registration

    3.1 The use of the resmio API and the resmio Content requires a registration.

    3.2 The Partner represents and warrants that all data provided for registration are true and accurate. The Partner shall notify resmio promptly about any changes in its data. There is no right to admission the resmio API. Admission to the resmio API shall be at resmio´s sole discretion.

    3.3 The Partner shall not disclose credentials provided by resmio to third parties, or allow third parties access to such credentials. Employees and representatives of the Partner shall not be regarded as a third party if and to the extent their knowledge of such credentials is required for the Partner to execute the rights contemplated in these terms and conditions. If resmio has reason to assume that the Partner is in breach of this clause 3.3, resmio may terminate this agreement with immediate effect and block access to the resmio API.

  4. Right of Use

    4.1 The resmio API and the resmio Content are legally protected for the benefit of resmio and/or its licensors. resmio grants to the Partner a free-of-charge, revocable, non-exclusive, non-assignable, non-sub-licensable, worldwide right

    (a) to use the resmio API for the purpose of developing, testing, supporting and operating the Partner Application(s); and

    (b) to use, copy, make publicly available and distribute the resmio Content within the Partner Applications only for the duration of this agreement and subject to full compliance with these terms and conditions.

    4.2 No rights are granted except for as expressly set forth in these terms and conditions. A use of the resmio API or resmio Content which exceeds the scope of rights expressly set forth in these terms and conditions requires prior written consent of resmio.

  5. Restrictions

    5.1 The Partner shall not

    (a) store resmio Content, create permanent copies of resmio Content, or transfer resmio Content into/combine resmio Content with a database; this shall in particular apply for the transfer, storage or use of resmio Content into/with a CRM databases and comparable systems. The prohibition to copy resmio Content shall not apply to temporary copies insofar required to display resmio Content vis-a-vis the End User:

    (b) Permit third parties to access the resmio API; employees and representatives of the Partner shall not be regarded as a third party if and to the extent their access is required for the Partner to execute the rights contemplated in Clause 4 of these terms and conditions:

    (c) reproduce the functionality of the resmio API involving the use of resmio Content;

    (d) introduce malware (e.g. viruses, worms, trojans) into the resmio Database;

    (e) access resmio Content by means of mass downloads or bulk downloads;

    (f) expose the technical systems of resmio to inappropriate load:

    (g) publish, or support the publication of, advertising for unlawful products and services within the Partner Applications;

    (h) publish content that is immoral, pornographic, rascist, hateful, sexist, promotes violence, or is harmful to minors, within the Partner Applications:

    (i) lend, lease or sell resmio Content and/or access to the resmio API, in particular towards data brokers, ad networks, ad exchanges, social networks and other third party service providers;

    (j) use, distribute and make publicly available resmio Content outside of Partner Applications;

    (k) use, analyse and evaluate resmio Content for comparison with other restaurant reservation services.

  6. API

    6.1 Resmio may publish an interface description of the resmio API ("Specification") from time to time. You can access the most up-to-date version of the Specification here. resmio reserves the right to modify or supplement the Specification at any time. If resmio undertakes significant changes to the Specification during the term, resmio will give reasonable advance notice to the Partner via email.

    6.2 All costs incurred by changes in the Partner Application which may be required as a result of changes in the Specification shall be borne by the Partner.

    6.3 Resmio endeavours to provide an uninterrupted availability of the resmio API. However, resmio does not represent a continuous availability of the internet platform and the systems. In particular, the service may be unavailable or interrupted due to maintenance work. Resmio shall give reasonable advance notice for scheduled maintenance work.

  7. Preferred Provider

    In the event that the Partner uses resmio and a competitor of resmio at the same time, Partner shall use the resmio API for the implementation of restaurant listings which are listed both in the resmio Database as well as in the database of the competitor. For the purpose of this clause, "competitor" means any online-based service allowing restaurants to receive reservations or reservation requests from guests.

  8. Term and Termination

    This agreement shall commence upon activation of the resmio API for the Partner and continue for an indefinite term. Either Party may terminate this agreement for any or no reason at any time without a notice period. Termination is effected by informal notice to the other Party (via Email).

  9. Trademarks

    9.1 resmio grants to the Partner the right to use and make publicly available the resmio logo within the Partner Applications. resmio´s brand guidelines [A1] shall apply. Any use of the resmio logo outside of the Partner Application requires prior consent of resmio.

    9.2 The Partner shall include the following notice in the Partner Applications: "powered by resmio". The notice shall be displayed either (i) whenever resmio Content is displayed in the Partner Application, or (ii) on the homepage of the Partner Application (first level).

  10. Data Privacy

    10.1 The Parties shall comply with all applicable data privacy laws and regulations.

    10.2 The Partner shall not obtain access to communications data which may be generated through the use of certain functionality of the resmio API as embedded into the Partner Application by an End User. The Partner is not permitted to access or use such communications data, or to attempt to access or use such communications data; in particular if this involves the circumvention of a technical protection intended to prevent access.

  11. Indemnification

The Partner shall indemnify and hold harmless resmio from all claims made by a third party arising out of or in connection with a breach of the provisions of this agreement by the Partner. The indemnification obligation also includes reasonable legal costs.

  1. Liability

    12.1 resmio shall be liable for (i) damages based on intent and gross negligence, (ii) damages to health, body and life, (iii) damages based on severe organization fault, and (iv) damages based on the breach of a guarantee.

    12.2 For free-of-charge services, any liability exceeding the liability set forth in clause 12.1 above is excluded. For paid services, resmio shall be liable for the breach of material contractual obligations ("cardinal duties") limited to damages which are foreseeable and typical. The term "cardinal duty" shall mean a contractual obligation the fulfilment of which is prerequisite for the execution of the agreement and on the observance of which the other party may legitimately rely.

    12.3 All further liability is excluded. This also applies to any personal liability of employees, representatives and vicarious agents of resmio.

  2. Final Provisions

    13.1 This agreement is governed by German law under exclusion of its conflict of laws rules. The UN Convention on the International Sale of Goods (CISG) shall be excluded.

    13.2 The venue for all disputes arising out of or in connection with this agreement shall be resmio´s registered office.

    13.3 resmio reserves the right to modify these terms and conditions at any time. resmio will give reasonable advance notice to the Partner about any such changes. If the Partner does not object to the changes within six (6) weeks from the date of the notice, or if the Partner continues to use the resmio API after such period, the changes shall be deemed accepted by the Partner. resmio will inform the Partner in the notification about the Partner´s right to object to the changes and the legal consequences of an objection.

    13.4 These terms and conditions may be provided in different languages for your convenience. In case of any discrepancies, the German language version shall take precedence.

    13.5 In the event that a provision of this agreement is or becomes ineffective, the validity of any other provision of this agreement shall remain effective. The Parties will seek to replace the ineffective provision by an effective provision which most closely reflects the commercial and legal intent of the ineffective provision.

    13.6 Any communication with the Partner may be made via email sent to the email address provided by the Partner for registration. The Partner is responsible to ensure that the email address is always up-to-date.