Lightspeed API

1. "App" means the software application that Developer creates to interact with the API.
2. "Merchant" means any user of Lightspeed products and services.
3. "Client" means any customer of Merchant.
4. "Lightspeed Information" means all non-public Lightspeed software, technology, programming, and specifications relating to the API, and any other information identified by Lightspeed as “confidential” or an equivalent designation. Lightspeed Information does not include information that has been (a) independently developed without access to Lightspeed Information; (b) rightfully received by Developer from a third party who has the lawful right to disclose such information; or (c) required to be disclosed by law or by a governmental authority.
5. "Personal Data" refers to any information that relates to an identified or identifiable natural person, including names, home addresses, email addresses and phone numbers, as well as IP-addresses and data specific to the physical, physiological, genetic, economic, cultural or social identity of natural persons.
6. "Support" means the forums and other resources that Lightspeed makes available to Developer to assist Developer in developing the App.

1. License Grant. The API is owned by Lightspeed and licensed to Developer on a worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable basis. Except as expressly granted herein, Lightspeed does not grant any intellectual property rights or other proprietary rights in the API. Lightspeed reserves the right to terminate this Agreement at any time upon notice to Developer.
2. Permitted Uses. Developer may use the API for the sole purpose of creating an App that extends the functionality of Lightspeed’s products and services. Any Merchant using Developer’s App to access Lightspeed products and services must expressly consent to same through Lightspeed’s interface.

   The following are examples of permitted commercial uses for Developer Apps:

   • add-on modules and reporting tools on a Merchant-specific basis;
   • marketing tools promoting Merchant products and services;
   • integrations relating to e-commerce services;
   • integrations relating to accounting services; and
   • integrations into enterprise resource planning or customer relationship management systems.
3. Prohibited Uses. Developer may not, without Lightspeed’s prior written approval, use the API for any application that:
   • permits multi-plexing of Lightspeed’s products or services (i.e., use of a single license by multiple users);
   • aggregates, repurposes, or otherwise makes use of or discloses data to anyone other than Merchant, without Merchant’s consent;
   • performs or enables multi-store research;
   • adversely impacts the stability of Lightspeed’s system and servers;
   • adversely impacts the behavior of other applications using the API;
   • damages Lightspeed’s software or allows malware to affect Merchant’s software;
   • uses any black-hat or deceptive or fraudulent methods including, but not limited to malware, adware, hidden text or links, doorway or cloaked pages, blog comment spamming, spyware, or parasiteware techniques;
   • stores or caches any Merchant or Client content other than for reasonable periods in order to provide the service connected to App and with Merchant’s express consent;
   • circumvents any usage restrictions or content protection measures imposed with respect to user content;
   • uses transaction data identifying individual items purchased at, or specific services provided by, Merchant;
   • is meant to act as a checkout or payment processing system;
   • weakens the security of payment card information of Merchant or Client or fails to adequately safeguard privacy or personally-identifiable information; or
   • in any manner or for any purpose violates any law or regulation, or any rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
4. Right to Revoke. Lightspeed shall have the sole right to determine whether or not the App is acceptable. If Lightspeed determines that the App is not providing added benefit to Merchant and/or is not in the best interests of Lightspeed or Merchant, Lightspeed may revoke Developer’s access to the API.
5. Support; Modifications. Lightspeed may change, suspend, or discontinue any aspect of the API or Support at any time, including the availability of either the API or Support. Lightspeed may also impose limits on certain features and services or restrict Developer’s access to parts or all of the API or the Lightspeed website without notice or liability. Any modifications required to the App shall be at Developer’s own cost.
6. Promotion. Developer grants to Lightspeed a limited, worldwide, non-exclusive license to use Developer’s logos and trademarks to promote and describe the functionality of the App.

1. Data Retention. Developer may not retain any data retrieved from the API longer than 60 days, unless otherwise expressly permitted by Merchant. All such data and copies thereof must be deleted when no longer required for the functioning of the App.
2. Updating Lightspeed. Developer agrees to notify Lightspeed upon completion of the App and the first use of the App by Merchant. Developer further agrees to promptly notify Lightspeed of any security incidents, disruptions in delivery, or other problems associated with the App.
3. Security Standards. Developer’s networks, operating systems, web servers, routers, and computer systems must be properly configured to industry standards so as to securely operate the App and prevent any intrusion or unauthorized disclosure or loss of data. In the event of any actual or threatened breach of security involving the API or Personal Data, Developer must immediately provide written notice to Lightspeed and work diligently to remedy such breach as soon as practicable.
4. Relationship with Merchants. Developer must include in its sales or user agreements provisions exempting Lightspeed from (i) all liability for any fault in or damages caused by the App; and (ii) any responsibility to provide support services in connection with the App. Developer’s agreement with Merchant must contain means for Developer to update its App to the most current version of the API after any version has been deprecated.
5. Confidentiality. Developer shall not disclose any Lightspeed Information to any third party without Lightspeed’s prior written consent.
6. Use of Personal Information. The App must not make any Personal Data accessible to Developer or any other person except for the Merchant, unless Developer clearly discloses in its App through a privacy policy or otherwise, how data is collected, used, stored, processed or transmitted to third parties. In any event, Developer must not request access to more Personal Data than is needed for effective operation of the App and must not retain Personal Data for longer than is necessary. Developer’s privacy policy should adopt standards that are consistent with Lightspeed's privacy policy (available at https://www.lightspeedhq.com/legal/privacy-policy/) regarding storage and use of Personal Data, and Developer must comply with its privacy policy and all privacy and applicable data protection laws at all times (in particular, any use of email addresses that our users have chosen to share must be in line with relevant anti-spam laws, such as CASL, the CAN-SPAM Act and the Privacy and E-Commerce Regulations).
7. Publicity/Trademarks. Developer may not issue any public announcement regarding Developer’s use of the API which suggests, either directly or indirectly, a partnership with Lightspeed or endorsement by Lightspeed without first obtaining Lightspeed’s prior written consent, which may be withheld in Lightspeed’s sole discretion. Provided Developer obtains Lightspeed’s prior written consent, Lightspeed grants Developer a limited, worldwide, non-exclusive, revocable license to use Lightspeed’s logos and trademarks solely in connection with the use and promotion of Lightspeed’s products and services, and Developer must not use the Lightspeed’s name, logos, or trademarks in any way that takes unfair advantage of Lightspeed’s goodwill or reputation.

1. By Developer. Developer may terminate this Agreement at any time upon written notice to Lightspeed.
2. By Lightspeed. Lightspeed may at any time terminate this Agreement or discontinue the Lightspeed API, or any portion or feature thereof, for any reason. Upon termination or discontinuance, Developer shall immediately stop and thereafter desist from using the API and delete all related data within Developer’s possession or control (including, without limitation, from Developer’s servers). Lightspeed may independently communicate with any Merchant whose account is associated with the App to provide notice of termination or discontinuance.

THE API IS PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND LIGHTSPEED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. DEVELOPER’S USE OF THE API IS AT ITS DISCRETION AND RISK. DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM ITS USE OF THE API, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DAMAGE TO COMPUTER SYSTEMS.

LIGHTSPEED SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. IN THE EVENT THE FOREGOING IS NOT ENFORCEABLE, LIGHTSPEED’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ONE HUNDRED DOLLARS ($100).

Developer shall indemnify, defend and hold harmless Lightspeed, its agents, officers, employees, consultants, and licensors from any third-party claim, costs, losses, damages, liabilities, judgment, and expenses (including reasonable attorneys’ fees and other professionals) (“Claims”) arising out of Developer’s, or of any of Developer’s agents or representatives, use of the API. Developer will assume control of the defense and settlement of any Claim subject to this indemnification (provided that, in such event, Lightspeed may at any time thereafter elect to take over control of the defense and settlement of any such Claim). In no event will Developer settle any such Claim without the prior written consent of Lightspeed.

1. Unless otherwise required by applicable law, any notice to Lightspeed required by this Agreement shall be delivered to the following address:
   Lightspeed Commerce Inc.
   700 Rue Saint-Antoine E Street
   Montréal, QC, H2Y 1A6
   Canada

   With mandatory copy to [email protected].

2. This Agreement is non-exclusive. Developer acknowledges that Lightspeed may develop products and services that may compete with the App or any other products or services provided by Developer.
3. Lightspeed may audit or monitor the App at any time or any activities relating to Developer’s access to the API. Developer’s failure to comply with any request for documents, information, or visit to Developer’s facilities will constitute a material breach of this Agreement.
4. This Agreement is governed by the laws of Montréal, except for conflict of laws principles. Any dispute arising out of or related to this Agreement must be brought exclusively in a court in Montreal, Quebec and by accepting this Agreement, Developer attorns to the jurisdiction of such court.
5. Lightspeed may modify any of the terms and conditions contained in this Agreement at any time in its sole discretion by posting a notice on Lightspeed’s website or otherwise notifying Developer. IF ANY MODIFICATION IS NOT ACCEPTABLE TO DEVELOPER, DEVELOPER’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. DEVELOPER’S CONTINUED USE OF THE API, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC API DOCUMENTATION AND SPECIFICATIONS, OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF THE NOTICE ON LIGHTSPEED’S WEBSITE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
6. The following sections will survive termination of the Agreement: Section 3 (Developer’s Responsibility); Section 5 (Warranty Disclaimer), Section 6 (Limitation of Liability), Section 7 (Indemnification), and Section 8 (General).