API תנאים והגבלות

This End-User License Agreement (the “EULA”) is a legal agreement between You, either as an individual, or as an authorized representative/user on behalf of a company or other legal entity wishing to implement the APIs (as defined below) (the “Organization”) (hereinafter either will be referred to as: “You”) and Us, ZIM Integrated Shipping Services Ltd. (hereinafter “Company”, “We” or “Us”), which governs your access to and use when accessing our application programming interfaces and any API Documentation or other API materials we make available (hereinafter “APIs”).

For the purpose of these Terms of Use “API Documentation” is defined as the Application Program Interface/s developer documentation which describes the APIs and how to install and interpolate them with external applications.

Be advised that in order for Your organization to make use of and to access any one of our APIs, Your Organization must first apply for and obtain a security token (“API Token”) through our registration process.

BY CLICKING “I AGREE” OR BY ACCESSING OR USING THE API, YOU:
(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE;
(B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF YOUR ORGANIZATION; AND
(C) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND THAT YOU SHALL BE RESPONSIBLE TO VERIFY THAT ANY PROVISIONS WHICH ARE APPLICABLE TO YOUR ORGANIZATION SHALL BE STRICTLY ADHERED TO.
(D) YOUR ORGANIZATION SHALL COMPLY WITH ALL APPLICABLE LAWS, INCLUDING ANY EXPORT AND RE-EXPORT CONTROL LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THE WASSENAAR ARRANGEMT AND THE UNITED STATES EXPORT ADMINISTRATION REGULATIONS (“EAR”), MAINTAINED BY THE U.S. DEPARTMENT OF COMMERCE, TRADE AND ECONOMIC SANCTIONS MAINTAINED BY THE TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSETS CONTROL, AND THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (“ITAR”) MAINTAINED BY THE DEPARTMENT OF STATE. SPECIFICALLY, YOU COVENANT THAT YOUR ORGANIZATION WILL NOT, DIRECTLY OR INDIRECTLY, SELL, EXPORT, RE-EXPORT, TRANSFER, DIVERT, OR OTHERWISE DISPOSE OF ANY PRODUCTS, SOFTWARE, OR TECHNOLOGY (INCLUDING PRODUCTS DERIVED FROM OR BASED ON SUCH TECHNOLOGY) RECEIVED FROM THE COMPANY UNDER THIS AGREEMENT TO ANY DESTINATION, ENTITY, OR PERSON PROHIBITED BY THE LAWS OR REGULATIONS OF THE UNITED STATES, EUROPEAN UNION OR THE U.N SECURITY COUNCIL RESOLUTIONS WITHOUT OBTAINING PRIOR AUTHORIZATION FROM THE COMPETENT GOVERNMENT AUTHORITIES AS REQUIRED BY THOSE LAWS AND REGULATIONS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I AGREE” AND DO NOT ATTEMPT TO USE THE API AND/OR ACTIVATE YOUR API TOKEN, AS ALL USE OF THE API IS PERMISSIBLE ONLY SUBJECT TO THESE TERMS OF USE.

We retain and You hereby acknowledge irrevocably that We have the right, in our sole discretion, to modify these Terms from time to time, with any such updates being posted on this webpage, and if We so decide at our discretion communicated to Your organization via Your registered point of contact. However, regardless to anything stated hereinabove, You are responsible, at all times, for reviewing and becoming familiar with these Terms of Use and any such modifications thereto.
IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW.

1. LICENSE.
1.1. We hereby grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the API licensing period agreed upon between Us and Your organization to use the API solely for Your organization's internal business purposes in developing web or other software services or applications that will communicate and interoperate with Our systems and services via the API (“User Application(s)").
1.2. You acknowledge that other than as stated herein, there are no implied licenses or rights granted under these Terms of Use and that We reserve all rights that are not expressly granted.
1.3. You may not use the API for any other purpose without Our prior written consent.
1.4. You may not share your API Token with any third party, unless such third party is a service provider used to develop the interoperability with Our API and systems and is pre-approved by Us in advance.
1.5. Regardless, You must keep your API Token and all log-in information secure, and You must use and verify others in Your organization use the API Token as Your sole means of accessing the API. In the event that you suspect that any third party or anyone from Your Organization may be making unauthorized use of your API Token, you undertake to immediately inform Us on such concerns, and provide all reasonable assistance to Us in relation to any subsequent investigation or other activities undertaken by Us as a result. In addition, we may, upon your notification, during our investigation or a result thereof, immediately redact or replace the API Token issued to your Organization.
1.6. Your API Token may be revoked at any time by Us should the API license term expire or if You or anyone in your Organization breach any provision of these Terms. 
1.7. Currently, the API is granted to You and/or Your Organization at no cost, as consideration for the mutual covenants hereunder, including without limitation Our disclaimers, limitation of liabilities and rights of indemnification. However, We reserve the right to start charging for access to and use of the API at any time, after providing You with a prior written 30 day notice thereupon.
1.8 Your use of the API is limited to the number of calls per minute or per day as stated in the registration process (the “API Use Limit”). We reserve the right to change the API Use Limit with a 48-hour prior notice, unless we are required to reduce the API Use Limit temporarily, without prior notice to avoid a disruption of use of the API, in which case We will provide notice at the earliest time possible and a notification promptly thereafter once the API Use limit is restored.
1.9 You will ensure all end users in your Organization are made aware of and make use of software interpolating with/integrating the API, subject to terms and conditions which are not inconsistent or less restrictive with the terms of this EULA.

2. Data Collection.
2.1. During the use of the API, as part of the interaction with the User Application, We may collect:
2.1.1. Content of the API call, which may include Personal Data about the users in Your Organization, if required by virtue of the service You are interoperating through the API and the timestamp and the IP address from which the call was made.
2.1.2. Data and Information about Your use of the API, which is required for analytics to verify the integrity of the API's usage and/or to gauge the usage in order to improve the API and the services We provide, and/or to use such to improve Our future products and services and upcoming APIs.
2.2. Processing of Personal Data. We process your personal data according to our privacy policy, as per the version available at the time of use of the API, and as available on our website at: Data Protection Policy | ZIM and You agree to make the ZIM Privacy Policy readily available to the users of software interpolating with/integrating the API
2.3. Obligation to Receive Consent. You and your Organization shall be responsible to receive any requisite consent or verify You have lawful grounds for processing under the applicable data protection law which shall permit the processing by Us, prior to allowing any users in Your Organization to make use of any software interpolating with / integrating the API, which may include personal data according to section 2.1 above.

3. FEEDBACK. If you give Us any feedback, whether in verbal description, code or software updates, about the API and/or ancillary services relating to the API provided by Us, you hereby grant Us, irrevocably and without charge, the right to use, share and commercialize your feedback in any way and for any purpose at the Company's discretion. You hereby undertake that You will not provide the Company with any feedback that is or may be subject to any licensing agreements by third parties which may require Us to acquire a license to use such feedback from any third parties solely by virtue of your feedback being integrated with any such third-party data, code or software.

4. RESTRICTIONS ON USE OF THE API
Unless expressly stated otherwise herein, You are prohibited from and may not:
4.1. reverse engineer, decompile or disassemble the API, or otherwise attempt to derive the source code for the API.
4.2. remove, minimize, block, or modify any notices of the Company or any third parties which libraries are incorporated in the API.
4.3. engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner Our or any third party's servers, security, networks, data, applications or other properties or services.
4.4. attempt to falsify, alter or cloak or conceal Your, and users in Your organization's identities' through the User Application(s) when requesting authorization to use the API and/or when using the API Token to interoperate with Our systems and services.
4.5. use the API in any way that is against the law in the jurisdiction in which You operate it, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.
4.6. Make use of our API with User Applications that are connected with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, spam messages, hate speech, hacking and illegal materials, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items theft or other illegal activities.
4.7. design or permit User Application(s) to disable, override, or otherwise interfere with any of our implemented communications with end users, with our consent screens, with our user settings, alerts, warnings, etc.
4.8. copy, distribute, publish, or reproduce the API other than as permitted specifically herein.
4.9. Modify or create derivative works of the API, in whole or in part.;
4.10. sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under these Terms of Use with or to anyone else.

5. RESPONSIBILITY REGARDING API USE IN USER APPLICATIONS
5.1. You agree that You, or whomever is responsible for security in your Organization will monitor the use of the User Applications to detect and notify if anyone uses the User Applications to violate any applicable laws, rules and regulations or these Terms of Use, including but not limited to any fraud, inappropriate or potentially harmful behavior or content distribution.
5.2. If any use as per article 5.1 above is detected, You shall ensure that You, or your Organization have measures, whether automated or user-directed to promptly and as soon as possible restrict and/or suspend the use of the User Applications by any offending users.
5.3. Further to the foregoing in 5.1 and 5.2, You hereby undertake that all User Applications shall include a resource or interface for users to report abuse or non-compliant behavior under 5.1 above.
5.4. It is clarified and expressly understood that You and/or your Organization are responsible and liable for all acts and omissions of the end users making use of User Applications and the use made of the API, if any.
5.5. You agree that You are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications

6. SECURITY
6.1. You will maintain the security of the API and will not make available to a third party, the API token, or other login credentials should such be issued in the future, to the API.
6.2. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the API, including prevention of access thereto by any viruses, worms, or any other malware, harmful code or materials.

7. SUPPORT SERVICES.
7.1. These Terms of Use do not entitle You to receive any support for the API from Us.
7.2. To this end, We may, but are not obligated to publish an update or upgraded build of the API from time to time and at our sole discretion (in each instance, an "API Update").
7.3. We may or may not require You to obtain and use the most recent version(s) for continued interoperability with our systems through the API, depending on the nature of the API update, and shall notify You accordingly if it is mandatory or requisite to do so.
7.4. We shall endeavor, though are not obligated to, publish an API Update a reasonable time in advance prior to it becoming mandatory to permit User Applications to communicate with our systems and services.
7.5. If You are indeed required to upgrade, update or replace your existing API version with any such API update, be advised that implementing necessary changes to User Applications as a result will be at your sole cost, risk and expense.
7.6. API Updates may adversely affect how Your Applications communicate with the API and We shall not be responsible in any shape or form for any damages, losses or negative impacts of such an API update.
7.7. Be advised that should You implement and make use of an API update, then Your continued use of the API following its implementation/installation constitutes your binding acceptance of the API Update and any additional functionalities and terms ancillary thereto, as will be communicated in API documents published alongside the API Update on our website or in any communications with You, or your Organization.

8. INTELLECTUAL PROPERTY RIGHTS IN THE API AND THE USER APPLICATIONS
8.1. You acknowledge that We and/or our licensors own all right, title, and interest, including all intellectual property rights, in and to the API (and any third-party content implemented therein, if any);
8.2. While You and/or your Organization shall similarly own all right, title, and interest, including all intellectual property rights, in and to the User Application(s), the said rights shall exclude the rights to the API as implemented/integrated therein, and additionally said shall also be subject to our rights under 8.1 and these Terms of Use.
8.3. You, and your Organization will expend your utmost efforts to safeguard the API (including all copies thereof) from unauthorized access and/or unauthorized distribution, including any infringement, misappropriation, theft, and misuse.
8.4. You, and/or your Organization, will promptly and without delay notify Us if you become aware of or even suspect there is any unauthorized access, distribution or theft of the API and make all reasonable efforts to assist Us to investigate and mitigate the losses and/or damages resulting therefrom.
8.5. You shall similarly to 8.4 also immediately and without delay notify Us if You become aware or suspect there is any infringement of any intellectual property rights in the API by someone in your Organization or any third party, and will fully cooperate with us, in any legal action We pursue to enforce our intellectual property rights in the API.

9. DISCLAIMER OF WARRANTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE API AND THE DOCUMENTATIONS ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. THE COMPANY DOES NOT WARRANT THAT THE API WILL MEET YOUR REQUIREMENTS OR THAT THE API'S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. YOUR USE OF THE APIS IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY SYSTEM OR DEVICE, WETHER YOURS OR OF A THIRD PARTY THAT MAY ARISE FROM SUCH USE OF THE APIS.
TO THE EXTENT ALLOWED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES, ALL IMPLIED WARRANTIES, AND ALL CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE.
IN ADDITION, THE COMPANY DOES NOT WARRANT THAT THE API, WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK OR THAT YOUR USE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, OR THAT ANY ERRORS IN THE BOSE MATERIALS WILL BE CORRECTED.
BE ADVISED THAT SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.
CERTAIN FUNCTIONS OF THE API REQUIRE AN ACTIVE INTERNET CONNECTION. WE TAKE NO RESPONSIBILITY OR LIABILITY FOR ANY ADVERSE EFFECTS YOU OR YOUR ORGANIZATION MAY INCUR DUE TO LACK OF OR LIMITED INTERNET ACCESS AND WE ARE NOT RESPONSIBLE FOR TRANSMISSION ERRORS, CORRUPTION OR SECURITY OF INFORMATION OR FOR THE QUALITY OR AVAILABILITY OF INTERNET SERVICE.

10. LIMITATION ON AND EXCLUSION OF DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) THE COMPANY AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE API AND/OR ANY USE OF OR INABILITY TO USE THE, EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OF USE FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO THE COMPANY IN CONNECTION WITH THE USE OF THE API AND (B) THE AMOUNT OF ONE-HUNDRED DOLLARS USD$ 1000.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY GRANTED HEREIN FAILS ITS ESSENTIAL PURPOSE
THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. WITHOUT DEROGATING FROM THE FOREGOING, WITH RESPECT TO YOUR USE OF THE API, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.

11. INDEMNIFICATION.
You hereby undertake and agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising in relation to or from: (i) your unauthorized use of the API; (ii) any violation of any export controls laws and any sanctions and trade restrictions laws or conventions and/or (iii) your violation of any term of these Terms of Use.

12. TERM AND TERMINATION
12.1. The term of these Terms of Use commences on the earlier of
12.1.1. Accessing the API; or
12.1.2. Your acceptance of these Terms of Use by clicking the "I Agree" button;
12.2. The term hereof will continue to remain in full force and effect until either expired as agreed upon when the access to the API was granted to You, or your Organization or terminated by Us as elaborated on herein below.
12.3. These Terms of Use and your license to make use of the API will terminate immediately and automatically without any notice if we, at our ultimate discretion, have reason to believe you have violated these Terms of Use, and shall communicate to You on your revocation of access to the API and any license herein as soon as reasonable following our unilateral termination hereunder.
12.4. You may terminate these Terms of Use at any time by ceasing your access to and use of the API, in your User Applications and/or otherwise in development thereof, effective as of the date You notify Us that you have elected to cease using the API.
12.5. Notwithstanding anything to contrary in this section 12, We retain the right and may immediately terminate or suspend these Terms of Use, any rights granted herein, and/or your licenses under these Terms of Use, in our sole discretion at any time and for any reason, by providing a seven-day (7) prior notice to You regarding revoking access to the API, unless we have reasonable reason to believe you are in breach of this EULA upon which we may suspend or terminate the aforementioned immediately alongside a notice to that effect.

13. CONSEQUENCES OF TERMINATION
13.1. Upon termination or expiration of the Term of these Terms of Use as per section 12 above for any reason, all licenses and rights granted to You or your Organization under these Terms of Use will also terminate and You must cease using, destroy, and permanently erase from all devices and systems You, or your Organization directly or indirectly control all copies of the API.
13.2. Any terms that by their nature are intended to continue beyond the termination or expiration of these Terms of Use, will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.

14. ENTIRE AGREEMENT.
These Terms of Use represent the complete agreement concerning the license granted herein and the subject matter hereof. If any provision of these Terms of Use is held to be unenforceable, then such provision shall be reformed only to the extent necessary to make it enforceable.

15. MISCELLANEOUS.
These Terms of Use shall be construed and governed in accordance with the laws of the State of Israel (except for conflict of law provisions) and the competent courts of the city of Haifa, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of these Terms of Use.
The Company may, at its sole discretion, change the terms contained herein by providing You a written notice. The failure of either party to enforce any rights granted hereunder or to act against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
You may not assign your rights or obligations under these Terms of Use without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under these Terms of Use without restriction or notification