In this agreement the following terms have the following meanings:

"Agreement" means this quicksales API Licence Agreement;

"API" means quicksales' application programming interfaces (APIs) together with any associated development tools that are provided or made available to you by quicksales;

"Application" means any software application, website or other interface that through the use of the API you develop to interact with the Site;

"Application User" means an end user of an Application;

"Permitted Purposes" means those purposes set out in clause 4.1 only;

"Personal Information" means information about an identifiable individual (whether fact, opinion or evaluative material) that is recorded in any form, but does not include information contained in a generally available publication;

"Site" means the website operated by quicksales at www.quicksales.com.au and unless the context requires otherwise, includes all related programs and data;

"Site Content" means any and all information and material stored in and retrieved from the Site;

"Site Users" means end users of the Site; and

"Tokens" means the security keys (such as developer ID, certificate ID and application ID) that quicksales provides to you to enable access to and use of the API and to develop an Application.

Your membership of the quicksales "Developer Centre" and access to the API enables you to develop and deploy your own applications that interact with the Site. For the protection of other users and the Site we require you to agree to and at all times comply with the terms and conditions of this Agreement

Subject to your acceptance of and compliance with the terms and conditions of this Agreement, quicksales hereby grants you a limited non-exclusive, non-transferrable, revocable, and (except where expressly permitted otherwise in this Agreement), non-sublicensable licence to use the API:

The purposes for which the licence pursuant to clause 3.1 is granted and for which you may use the API are to enable you or Application Users (and any third party to whom you sub-license your Application, where permitted under this Agreement) to access and use the Site for the purpose of listing items and post-sales management on the Site or any other purpose expressly authorised by quicksales in writing.

You agree that you must not use or access the API or any Site Content in any manner not expressly permitted under this Agreement. Without limiting the foregoing, you must not whether by yourself or through any third party, in your use of the API or your Application or otherwise, do any act or omission in relation to the API or your Application:

During the term of this Agreement you may have access to Personal Information about Site Users and information regarding their buying and selling activities, whether such information is collected directly from such users or you otherwise receive it from quicksales. You agree that you must:

quicksales shall provide you during the term of this Agreement with a Token or Tokens for the purpose of developing the Application and accessing Site Content and other quicksales databases. Each Token allows for a limited number of queries to the API. Tokens remain the property of quicksales and may not disclosed to, shared with or sublicensed or transferred to any third party (including an Application User) except if and as expressly permitted by quicksales or as allowed under this Agreement. Without limiting any other provision, a breach of this term shall result in revocation of the Tokens. Tokens must not be used following the termination of this Agreement.

quicksales may in its absolute discretion limit the number of API calls that it will allow you to make in any given period and may at its election charge you for API calls that exceed the call limits or terminate this Agreement.

All API calls initiated by Application Users must be made through your Tokens and will count towards the maximum number of calls permitted under clause 7.1.

quicksales reserves the right to modify or update the API, underlying data and the Site at any time without prior notice to you. You agree to use the most recent version of the API. You agree and acknowledge that these modifications may render your Application partly or totally incompatible with the API or the Site. quicksales shall not be in any way liable to you for any associated loss or damage resulting or for any costs associated with you modifying you Application as a result of the modifications made by quicksales.

quicksales reserves the right to monitor and audit your activities that make use of the API (including the development and use of the Application). You agree that you will not interfere with such monitoring and auditing and you authorise quicksales to use any technical measures it considers necessary in order to circumvent any methods you may seek to employ to prevent any monitoring and auditing.

Without limiting any other provision of this Agreement, quicksales reserves the right to temporarily suspend your access to the API and/or the Site for reasons including but not limited to perceived or actual threats to the security of or the instability or degradation of the quicksales system.

quicksales grants you a non-exclusive licence to use the quicksales logo (without modifications) and quicksales word trade mark in accordance with and subject to any usage and/or approval requirements that may be notified from time to time. Without limiting the foregoing, quicksales may revoke the licence at any time in its absolute discretion or impose additional or alternative obligations regarding use.

quicksales permits you to engage third party service providers as necessary to facilitate your performance of this Agreement on condition that you procure the compliance of all such third parties to the terms and conditions of this Agreement and that you agree that you will be liable to quicksales in respect of any act or omission of such third parties which would, if they had been done by you, have constituted a breach of this agreement.

You may sublicense your right to display Site Content to Application Users strictly for the purposes of enabling them to view Site Content on their computer screens or other electronic devices through use of your Application.

You agree that as between you and quicksales, quicksales shall retain all rights, title and interest in and to all intellectual property rights (including but not limited to copyright, trade mark and patent rights) subsisting in or associated with the Site (including but not limited to the category structures used in the Site), the Site Content and the API. You are not permitted to use, reproduce or communicate to the public the whole or any substantial part of any of these items unless expressly permitted under this Agreement.

Except if and to the extent that the Application embodies, contains or reproduces any part of the items referred to in clause 13.1, you shall retain all intellectual property rights associated with your Application.

You agree that quicksales may in its sole discretion use your trade marks, logos and domain names for the purpose of advertising or promoting your use of the API. In the event that you submit an application to quicksales for inclusion on the Site you agree that quicksales may incorporate the Application into the Site or include it in other services offered by quicksales and that quicksales may conduct such copying, modification, testing and distribution as it deems necessary or desirable for this purpose.

You agree to indemnify and hold harmless quicksales and its subsidiaries, officers, employees and agents from and against any third party claim arising from or in any way related to your use of the API and the Application and any breach by you of this Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

The API is provided "as is" and "as available" without warranty of any kind. Except to the extent required by any applicable law, quicksales disclaim all warranties, whether express or implied regarding the API, including, without limitation any and all warranties of merchantability, accuracy, results of use, availability or uptime of the API, reliability, security, compatibility with other programs, freedom from spyware, viruses, worms or other malicious code, fitness for purpose, support and non-infringement of third party rights. Further, quicksales disclaims any warranty that your use will be uninterrupted or error free.

Without limiting any other clause, quicksales and its officers, directors and employees will not be liable for personal injury or any indirect, special, incidental, economic, consequential, exemplary or punitive damages of any kind arising out of related to this Agreement, including but not limited to damages for loss of profits or data or the use of or inability to use the API. Except if and as required under any law, in no event will quicksales' liability exceed any amount paid by you for the API regardless of the nature of the claim.

This Agreement will immediately terminate without notice if you breach any of its terms.

Without limiting any other provision, this Agreement may be terminated or suspended at any time by quicksales at its discretion and without prior notice to you.

If you wish to terminate this Agreement, you must use the Contact Us form to send a notice of termination. Termination will then occur upon receipt of your notice by quicksales. All other methods will be void and will not result in a termination.

Upon termination your Token will be revoked and all rights to use the API will cease. You must immediately pay to quicksales any amounts then owing to it (if any), destroy and remove from all computers, hard drives, networks and other storage media all copies of the API and delete all copies of Site Content within your possession, custody or control.

Those provisions capable of surviving the termination of this Agreement shall do so.

quicksales reserves the right to modify the terms of this Agreement from time to time. quicksales will post the latest version of the terms on the Site and may also notify you by email of any amendment. All amended terms shall come into effect upon their posting on the Site. If a subsequent version is unacceptable to you, you may terminate this Agreement, in which case you must immediately cease use of the API.

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia and each party submits to the exclusive jurisdiction of the courts of that State.