Terms and Conditions
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Terms and Conditions

This Walmart API License Agreement (this “Agreement”) applies to Developer’s use of the Walmart API Materials provided by Walmart.Walmart API License Agreement Rev. 1/7/2022 By clicking the “I AGREE” button located below or by using any of the Walmart API Materials, you agree to be bound by all terms and conditions of this Agreement, as this Agreement may be updated from time to time in accordance with this Agreement. You further represent and warrant that you have the requisite right, power, and authority to enter into this Agreement.

  1. Certain capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in Exhibit A.
  2. Participation in the Developers Program. The Walmart API is designed to allow Developer to create Developer Applications to access and/or interact with the Sites and Supplier Content to allow Developer to provide Developer Offerings to or on behalf of Supplier(s).
  3. Scope and Modification of Terms.
    • Terms Applicable to the Walmart API Materials. Developer will comply with all terms and conditions applicable to the Walmart API Materials (including applicable third-party terms of agreement) that may be posted by or on behalf of Walmart on the Sites or otherwise communicated by or on behalf of Walmart to Developer from time to time, including the following: Walmart Terms of Use; the Privacy Policy, available at www.walmart.com. Such policies and terms, as amended from time to time by Walmart (collectively, “Posted Terms”) are incorporated in this Agreement by reference.
    • Modification. Walmart may modify this Agreement at any time. Walmart will provide notice of the modifications in a manner that Walmart reasonably determines to be appropriate, including posting on the Sites or providing notice in accordance with Section 4. Developer may reject the modifications by, within thirty (30) days after the date of such notice, (a) ceasing all access to and use of the Walmart API Materials, and terminating this Agreement in accordance with Section 12.2, and (b) providing written notice to Walmart of Developer’s rejection, and Developer’s cessation of access and use and termination of this Agreement. Notwithstanding the foregoing, modifications to any Posted Terms may be made if and as set forth in such documents. If any modification has any adverse effect on Developer or is otherwise unacceptable to Developer in any respect, Developer’s sole recourse is to terminate this Agreement and to cease accessing and using the Walmart API Materials. Developer’s continued access to or use of the Walmart API Materials following any modification to this Agreement will constitute Developer’s binding acceptance to the modified Agreement.
    • Order of Precedence. If there is any conflict between the Walmart Terms of Use and this Agreement, this Agreement will control. If there is any conflict between the Posted Terms (other than the Information Security Addendum), on the one hand, and this Agreement, on the other hand, this Agreement will prevail with respect to the Walmart API Materials. To the extent that the Information Security Addendum contains more restrictive provisions than the provisions of this Agreement, the Information Security Addendum will control.
  4. Access to the Walmart API Materials.
    • Users. Developer will require each of Developer’s Authorized Users and service providers (if any), to be bound by all of the conditions and restrictions of this Agreement. All restrictions on Developer’s access and/or use of the Walmart API Materials include access and/or use of the Walmart API Materials by Developer’s Authorized Users and service provider(s) (if any). Developer will remain solely responsible and liable for (and Walmart has no responsibility to Developer or to any third party for) all acts and omissions (including any loss or damage that Walmart may suffer) of Developer’s Authorized Users, employees, contractors, service provider(s) and any other persons who may have access to the Walmart API Materials through Developer (whether or not such access is authorized by Developer, a Supplier or by Walmart), including any breaches of this Agreement. Any act or omission by Developer’s Authorized Users or service provider(s) amounting to a breach of this Agreement will be deemed a breach by Developer. Except as set forth in this Section 1, all license rights (under any applicable intellectual property right) granted to Developer by Walmart are not sublicensable, transferable or assignable. Developer is responsible for the management, accuracy, veracity and protection of all information, content and data Developer introduces through the Walmart API and/or Developer information in the Walmart API Materials. For clarity, Developer has no ownership rights in any information and/or data transmitted by Walmart through the Walmart API (the “Walmart Data”) and/or information included in the Walmart API Materials, and Developer shall solely use such information in strict accordance with this Agreement. In addition, Developer is prohibited from any re-use of Walmart Data as well as from combining Walmart Data with any other Developer data except solely for providing services to the Walmart API.
    • Changes to Walmart API Materials. Walmart reserves the right to modify or no longer make available the Walmart API Materials (or any portion thereof) for any or no reason, and Walmart bears no responsibility or liability for such changes. Walmart reserves the right to release subsequent versions of the Walmart API Materials (or any portion thereof) and to require Developer to use the most recent version thereof, and it is Developer’s responsibility to ensure, at Developer’s own cost, that Developer’s access to and use of the Walmart API Materials are compatible with Walmart’s then-current requirements. Without limiting the generality of the foregoing, (a) Walmart may impose or adjust the limit on the number of transactions Developer may send or receive through the Walmart API Materials at any time and (b) Walmart may limit the availability of the Walmart API Materials to any geographical area or any language and make backwards incompatible changes to the Walmart API Materials.
    • Monitoring; Enforcement of Terms. Without limiting Section 6, Developer will provide Walmart with any information or materials that Walmart reasonably requests to verify Developer’s compliance with this Agreement, including a copy of each Developer Application and one or more test accounts that will enable Walmart to access each Developer Application in its entirety free of charge. Walmart may monitor Developer’s usage of the Walmart API Materials to verify compliance with this Agreement. Walmart may take enforcement actions against Developer if Walmart determines in its sole judgment that Developer, Developer’s Authorized Users or a Developer Application (a) violates this Agreement, (b) has a security deficiency, or (c) has inappropriately accessed, used, or disclosed Supplier Content or may otherwise threaten or damage the reputation of any Walmart Party. Enforcement actions include, as appropriate: (i) disabling or restricting Developer’s, the Authorized Users’ or the Developer Application’s access to the Walmart API Materials and/or the Sites; (ii) terminating some or all of Walmart’s agreements with Developer; and (iii) performing any other action as Walmart in its reasonable discretion deems appropriate. Walmart will use commercially reasonable efforts to provide appropriate notice to Developer in connection with any enforcement actions that it takes.
  5. Grant of Rights and Restrictions.
    • Walmart API Materials License. Subject to and conditioned on Developer’s compliance with this Agreement, Walmart hereby grants to Developer, under Walmart’s intellectual property rights in and to the Walmart API Materials (in the form made available to Developer by Walmart), a limited, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Term to use and access the Walmart API Materials solely to the extent necessary to develop, test, integrate, operate and support Developer Applications to enable such Developer Applications to interact with Walmart’s databases or Sites, to retrieve information necessary to provide the Developer Offerings (“Approved Purposes”). Use of the Walmart API Materials by Developer under this Section 1 for purposes other than the Approved Purposes requires Walmart’s prior written consent. Walmart may update the Walmart API Materials from time to time, and Developer will use the current version.
    • Sample Code. Subject to and conditioned on Developer’s compliance with this Agreement, Walmart hereby grants to Developer, under Walmart’s intellectual property rights in and to the Sample Code (in the form made available to Developer by Walmart via the Walmart API Materials), a limited, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Term to reproduce, modify and make derivative works of Sample Code for the sole purpose of developing an Developer Application that interfaces with the Supplier Content only as permitted under Section 1.
    • Restrictions on Access.
      Limited Access. The Walmart API Materials are available to Developer solely for the purpose of providing Developer Offerings to or on behalf of Suppliers on the Sites. Developer will not use or access (nor facilitate or enable others to use or access) the Walmart API Materials, Walmart Data or Supplier Content in any way not expressly permitted under this Agreement. The Developer Offerings will not be accessible by end users other than Developer’s Authorized Users.
       Access Keys. Walmart reserves the right to require Developer to create one or more accounts to use the Walmart API Materials. Walmart will provide Developer with access Keys that permit Developer to access the Walmart API Materials. Developer will not share (or permit anyone else to share) any user ID, password or Key, will not allow any third party to use or access Developer’s accounts, and will not do anything else that might jeopardize the security of Developer’s accounts. If Developer becomes aware of any unauthorized use of any of Developer’s passwords, accounts, or Keys, Developer will notify Walmart immediately. The Keys are the property of Walmart and may be revoked if Developer shares them with any third party (other than as expressly allowed under this Agreement). Any information Developer gives to Walmart in connection with Developer’s Walmart accounts (or otherwise in connection with the Walmart API Materials) will always be accurate, correct, and up to date.
      * API Call Limits. The number of Walmart API calls Developer is permitted to make during any given period may be limited. The current call limit is set forth at https://developer.walmartapis.com, which may be updated by Walmart from time to time. Walmart determines call limits based on various factors, including the ways a Developer Application may be used or the anticipated volume of use associated with a Developer Application. In the event Developer exceeds any applicable call limits or other limits on the usage of the Walmart API Materials, Walmart may, in its discretion, charge Developer for API calls that exceed the call limits or suspend, terminate, or revoke Developer’s or a Developer Application’s access to or use of any of the Walmart API Materials and/or Supplier Content (including by revoking or suspending any Key), or other Walmart Materials. Unused API calls will not roll over to the next day, or month, as applicable. If Developer needs a higher rate limit for valid business purposes, please contact Walmart support.
    • Restrictions on Use of Toolkit and Supplier Content. Except as expressly permitted in this Agreement, Developer will not (nor permit or enable anyone else to): (i) license, sublicense, sell, resell, transfer, assign, rent, loan, lease, disclose, distribute or otherwise commercially exploit or make available to any third party the Walmart API Materials, the Supplier Content, Walmart Data or any rights granted in this Agreement in any way, or use the Walmart API Materials as a service bureau; (ii) copy, modify, translate, adapt, arrange, make derivative works of or publicly display the Walmart API Materials, Walmart Data or any Supplier Content or any part thereof; (iii) distribute, publish or allow access or linking to the Walmart API Materials or Supplier Content from any location or source other than the applicable Developer Application; (iv) access or use the Walmart API Materials, Walmart Data or the Supplier Content for the purpose of (A) building or providing a competitive product or service, (B) building or providing a product using similar ideas, features, functions or graphics of the Walmart API Materials, or (C) copying any information, ideas, features, functions or graphics of the Walmart API Materials; (v) decompile, disassemble or otherwise reverse engineer the Walmart API Materials, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Walmart API Materials; (vi) take any action that Walmart determines imposes an unreasonably or disproportionately large burden on Walmart’s (or its designated third parties’) infrastructure (including the Walmart API Materials, or use of the Walmart API Materials in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of the Posted Terms); (vii) attempt to (X) remove, defeat or circumvent any license manager technology or copy protection device provided with the Walmart API Materials or the Supplier Content, or (Y) bypass or delete any functionality or technical limitations of the Walmart API Materials or the Supplier Content that prevent or inhibit the unauthorized copying or use of the Walmart API Materials or the Supplier Content; (viii) in connection with the Walmart API Materials, collect Personal Information other than as permitted in this Agreement; (ix) knowingly create a Developer Application that may be used to violate any of the Posted Terms or any other Walmart policy or applicable Law; (x) engage in any fraudulent, inappropriate, unlawful activities in connection with use of the Walmart API and Walmart API Materials; or (xi) otherwise access or use the Walmart API Materials or the Supplier Content.
    • Restrictions on Use of Walmart Brands. Developer is not permitted to use any name, logo, trademark or trade name of Walmart in any publicity release, promotional material, advertising, marketing or business generating effort, whether written or oral, without obtaining Walmart’s prior written consent, which may be withheld in Walmart’s sole discretion.
  6. Developer Applications. Developer (and not Walmart) will be solely responsible for and will perform all development, testing, distribution, use, and technical and other support of all Developer Offerings including all related costs, expenses, losses and liabilities. For all Developer Offerings, Developer will meet the requirements of the Information Security Addendum and all applicable Walmart technical specifications with respect to all Developer Offerings that Walmart may provide to Developer from time to time. Walmart will not provide or be required to provide (and is not responsible for): (a) any technical or other support services to Developer (including any Authorized Users) or any third party, or (b) monitoring or policing any dispute related to any Developer Offering or its use that may arise between or among Developer, Developer’s Authorized Users, or any other third party. Walmart may provide support and other assistance to Developer in its sole discretion. Walmart expressly disclaims any and all liability with respect to any support or other assistance provided in connection with this Agreement. Walmart makes no guarantee with respect to the availability or uptime of the Sites or the Walmart API Materials. Walmart may conduct maintenance on or stop providing the Walmart API Materials or its Sites at any time with or without notice to Developer. Walmart may change the method of access to the Walmart API Materials at any time.
    • Application Integration Environment. Notwithstanding anything to the contrary in this Agreement, Developer may only conduct any development activities authorized by this Agreement against Walmart’s designated application integration environment, as made available by Walmart to Developer for such purposes (such environment, the “AIE”).
    • Application Submission. Notwithstanding anything to the contrary in this Agreement, Developer must submit all Developer Applications to Walmart prior to any use of such Developer Application (or any related Key or other Walmart API Materials) with the Sites or otherwise in Walmart’s production environment. By submitting a Developer Application to Walmart, Developer represents and warrants that such Developer Application complies with this Agreement and the Posted Terms. Developer must not hide, misrepresent or obscure any features, content, services or functionality in such Developer Application. Walmart will have the right (but not the obligation) to review and test such Developer Application, and reserves the right to delay the activation of any Key for such Developer Application until the completion of any such review and testing. Developer will provide any materials, data and other information as may be requested by Walmart to confirm that such Developer Application complies with this Agreement, the Posted Terms. Walmart may reject any Developer Application for any reason and at any time (including at any time after the activation of a Key for such Application), in Walmart’s sole discretion. Upon any change to a Developer Application or any Walmart API Materials that affect a Developer Application, Developer will resubmit such Developer Application to Walmart pursuant to this Section.
    • Security and Harmful Code.
      It is in the best interests of both parties that Walmart maintain a secure and stable environment. In the event of degradation or instability of Walmart’s system or Walmart API Materials or in an emergency, Walmart may, in its sole discretion, temporarily suspend Developer’s access to the Walmart API Materials or the Sites under this Agreement. Developer’s continued access to the Walmart API Materials and Supplier Content is subject to Developer’s compliance with the Walmart Information Security Addendum, incorporated in this Agreement by reference.
       Developer will ensure that each Developer Application contains protections that are adequate to keep secure and prevent the interception of any data transmitted to and from such Developer Application or the Walmart API Materials. Without limiting the generality of the foregoing obligation, Developer will ensure that each Developer Application transmits data with a protocol at least as secure as 128-bit SSL encryption, and in any event with protocols that are at least as secure as those being accepted by the Walmart API Materials. Developer will not attempt to (or permit anyone else to) circumvent any security measures or technical limitations of the Walmart API Materials. Developer will immediately notify Walmart of any security deficiencies (including any actual or suspected unauthorized access to or acquisition of, theft, loss or misuse of data or actual or suspected vulnerabilities that may result in unauthorized access to or acquisition of, theft, loss or misuse of data) that Developer discovers or suspects in connection with an Developer Application, the Walmart API Materials or any Supplier Content (each, a “Breach”), such notification to be made via the contact information provided on the Sites. In the event of a Breach, Developer will cooperate fully with Walmart to limit the unauthorized access, disclosure or use of data; seek the return of any such data; and assist in providing notice relating to the Breach to individuals or third parties if requested by Walmart. At Walmart’s request, Developer will assist and support Walmart in the event of an investigation by a regulator, if and to the extent that such investigation relates to Walmart information handled by Developer, including, without limitation, Supplier Content. Developer will not include (or permit to be included), in or in connection with a Developer Application, any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code prior to being downloaded or installed.
    • Compliance with Laws. Developer will comply with all applicable Laws related to (a) Developer’s access and use of the Walmart API Materials and Supplier Content, and (b) each Developer Application, including the development, marketing, sale, distribution and use of the Developer Application. Upon Walmart’s request, Developer will promptly provide to Walmart copies of any regulatory approvals or other approvals relating to any Developer Application. Developer will not seek any regulatory permissions or make any determinations that may result in Walmart Parties, the Walmart API Materials (or any part thereof) or the Supplier Content (or any part thereof) being deemed regulated or that may impose any obligations or limitations on Walmart Parties.
    • No Limitation on Walmart’s Business. Walmart reserves the right to develop and market any technology, products or Walmart API Materials or pursue business opportunities that compete with or are similar to any of Developer’s products, including any Developer Application, and nothing in this Agreement will interfere with or adversely affect such right.
  7. Licenses from Developer to Walmart.
    • Content License. By submitting, posting, or displaying Developer Content in or through the Walmart API Materials, Developer hereby grants to the Walmart Parties a worldwide, perpetual, royalty-free, and non-exclusive license to access, use, reproduce, adapt, modify, publicly perform, publicly display and distribute Developer Content through the Walmart API Materials for the purpose of enabling Walmart to (a) provide Developer with the Walmart API Materials in accordance with this Agreement; and (b) operate the Sites with respect to the identified Supplier.
    • Marketing License. Developer hereby grants to the Walmart Parties a worldwide, royalty-free, and non-exclusive license during the Term (a) to use and display Developer’s trademarks and logos to publicize or advertise that Developer is using the Walmart API Materials, and (b) to use and display (and, in connection therewith, reproduce, adapt, modify, publicly perform, publicly display and distribute) selected portions of Developer Content in connection with such publicizing and advertising. All use by Walmart of Developer’s trademarks and logos will inure to Developer’s benefit.
    • Feedback. If Developer provides any Walmart Party with Feedback, then such Feedback may be utilized by the Walmart Parties without any limitation or obligation to Developer.
    • Authority. Developer represents and warrants to Walmart that Developer has all requisite rights, power and authority necessary to grant the above licenses and rights, and to execute and deliver this Agreement. By using the credentials of the identified Supplier to access the Supplier’s account with Walmart, Developer represents and warrants to Walmart that Developer has all rights, power and authority from the identified Supplier necessary to do so and to access and otherwise use all any files, data sets, materials, documents, names, email addresses, comments, notes, links and other content, data and information accessible through use of the credentials.
  8. Proprietary Materials.
    • Walmart’s Rights. As between Developer and Walmart, Walmart and its licensors own all right, title, and interest (including patents, copyrights, trademarks, trade secrets, and other intellectual property rights) in and to the Walmart Materials. All rights not expressly granted to Developer under this Agreement are reserved by Walmart and/or its licensors, and Developer does not have (and will not assert) any licenses or other rights (implied or otherwise) except as expressly set forth in this Agreement.
    • Developer’s Proprietary Rights. As between Developer and Walmart, Developer retains all right, title and interest in and to Developer Content and any Developer Application, except for Walmart Materials that may be incorporated in, used by, or practiced by Developer Content or such Developer Application. Except for such Walmart Materials, Walmart claims no ownership over Developer Content or any Developer Application, and Developer retain the copyright and any other rights Developer already holds in Developer Content. Developer, and not Walmart, is responsible for Developer Content and any Developer Application and any other materials that Developer or Developer’s Authorized Users upload, post, email, or otherwise transmit using the Walmart API Materials and any Developer Application. Developer represents and warrants that: (a) Developer has and will have the requisite rights to submit, develop, and use Developer Content and any Developer Application in connection with the Walmart API Materials; (b) no Developer Content or Developer Application infringes or misappropriates, and will not infringe or misappropriate, any intellectual property or proprietary right of any third party or violate any applicable Laws; and (c) no Developer Content or Developer Application is subject to any restrictions on disclosure, transfer, download, export or re-export under any applicable Law.
  9. Fees. Developer will pay the fees and any other amounts for the Walmart API Materials, if any, as set forth on the Pricing Exhibit, attached hereto as Exhibit B, or otherwise communicated to Developer by Walmart (“Fees”). The Pricing Exhibit and Fees are subject to change. Any such change will be effective upon notice (including, without limitation, publication on the Sites) of the modified pricing by Walmart.
  10. Privacy Protection.
  • Walmart Privacy Policy. By using the Walmart API Materials, Developer consents to the collection, use, and disclosure of Personal Information collected from or about Developer’s Authorized Users as described in the then-current Privacy Policy, including cross-border transfers as described in the Privacy Policy. Developer will ensure that any Authorized User who accesses the Walmart API Materials has been presented with and agrees to the Privacy Policy, and Developer will obtain any consents from Authorized Users necessary to permit Walmart to collect Personal Information from such Authorized Users.
  • Compliance with Privacy Laws. At all times, each Developer Application will comply with all applicable Laws, rules, regulations and best practices concerning privacy, data protection and on demand or downloadable software.
    Collection and Use of Personal Information. Developer’s use of the Walmart API Materials may allow Developer to collect Personal Information from and about Walmart users and Suppliers. Developer’s collection, use and disclosure of any such Personal Information will comply at all times with the Walmart Privacy Policy. Developer will destroy Personal Information when it is no longer necessary for Developer’s performance of the Agreement or when Developer ceases to access the Walmart API Materials.
     Without limiting Section 11 below, Developer will not use Personal Information contained in or generated from the Supplier Content to send or enable sending of unsolicited communications of any type.
  • No Sensitive Personal Information. Any data storage functionality associated with the Walmart API Materials is not intended for the storage of Sensitive Personal Information. Developer will not (and will not permit anyone else to) upload or otherwise submit any Sensitive Personal Information in connection with the Walmart API Materials. Walmart Parties will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Walmart API Materials.
  1. Developer’s Use of Electronic Communications .
  • The following prohibitions are in addition to, and not in place of, other prohibitions and restrictions to which Developer is bound, including the Posted Terms. Unless Developer obtains Walmart’s prior express written permission, Developer may not: (i) generate, use or send or deliver to any recipient any Electronic Communication using or containing any Walmart trademarks, or any variation or misspelling thereof, or products, or the Walmart API or URLs provided to Developer as part of the Walmart API Materials; (ii) send or deliver to any recipient any Electronic Communication that in any way suggests or implies (including without limitation, via the return address, subject heading, header information or message contents) that Walmart is the initiator, sender or sponsor of such Electronic Communication or that Walmart procured or induced Developer or Supplier to send or deliver such Electronic Communication; (iii) forward, redistribute, or otherwise repurpose any Electronic Communication that Walmart sends to its affiliates and/or customers; and (iv) generate or send to any recipient any unsolicited Electronic Communication.
  • Developer will comply with all applicable federal, state and local Laws, rules and regulations, including without limitation, the CAN-SPAM Act of 2003; the Telephone Consumer Protection Act and the Federal Communications Commission’s rules promulgated pursuant to such Act; and the Telemarketing Sales Rule.
  1. Term and Termination.
  • Term. This Agreement will become effective on the Effective Date and the term will extend until it is terminated or expires as described in this Section 12 (the “Term”).
  • Termination.
    Walmart may terminate this Agreement and/or discontinue the Walmart API Materials or any portion or feature for any reason and at any time upon notice to Developer without liability or other obligation to
     Developer may terminate this Agreement at any time by (i) removing all Sample Code and the Walmart API Materials (including any code that is based on or uses the Walmart API Materials or implements the API for the Walmart API Materials) from all of Developer’s software and other materials (including any Developer Application) and discontinuing Developer’s access to and use of the Walmart API Materials and Supplier Content and (ii) notifying Walmart that Developer has done so.
  • Effect of Termination. When this Agreement expires or is terminated, Developer’s Keys will be revoked, all licenses granted under this Agreement immediately terminate, and Developer, any Developer Applications, and Authorized Users must immediately cease accessing or using the Walmart API Materials, Supplier Content, Sample Code, Confidential Information, and other Walmart Materials and Developer must immediately destroy any copies of the foregoing in Developer’s (including Developer’s Authorized Users’) possession, custody or control.
  • Survival. The following provisions of this Agreement will survive expiration or earlier termination and continue to apply indefinitely: 5, 6-10, 12-16, 18.
  1. Confidential Information.
  • Confidential Information. Developer will not (and will not permit anyone else to) (a) use any Confidential Information except as necessary for performance of Developer’s obligations and exercise of Developer’s rights under this Agreement or (b) disclose any Confidential Information to anyone other than Developer’s Authorized Users who need to know such Confidential Information for such purposes. To safeguard the Confidential Information, Developer will exercise the same degree of care employed by Developer to prevent the unauthorized use and disclosure of Developer’s own confidential information, but in no event employing less than reasonable degree of care. Developer will not disclose this Agreement to any third party without the prior written consent of Walmart, except pursuant to a valid and enforceable order of a court or government agency.
  • Exceptions. Confidential Information does not include information which: (a) is rightfully received by Developer from a third party without restriction on use or disclosure; (b) is developed by Developer independently without use of the Confidential Information; or (c) is or becomes generally known to the public other than as result of a breach by Developer of this Agreement (or other obligation of Developer to any Walmart Party). In addition, Developer may disclose Confidential Information to the extent the disclosure has been approved in advance for release by written authorization of Walmart.
  • Injunctive Relief. Developer’s breach or threatened breach of Section 3 or this Section 13 may cause Walmart irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at Law or in damages. Therefore, Walmart is entitled to injunctive relief from any court of competent jurisdiction to enjoin any threatened or actual breach of this Agreement and any other relief that such court deems appropriate, in addition to any other remedy or remedies available at Law or in equity.
  1. EXCLUSION OF WARRANTIES. THE WALMART API MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WALMART PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND TO ANY PARTY, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE WALMART API MATERIALS, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WALMART PARTIES DO NOT REPRESENT OR WARRANT THAT THE WALMART API MATERIALS ARE OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE), PROVIDED BY WALMART PARTIES OR THEIR REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THIS AGREEMENT.
  2. Liability of Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS, USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) IN NO EVENT WILL ANY WALMART PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), OR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR WILL THE WALMART PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE EVENT OR AN ACT OF A THIRD PARTY OR THROUGH NO FAULT ON THEIR BEHALF; AND (B) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF THE WALMART PARTIES, FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS, HOWEVER CAUSED, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED TEN THOUSAND UNITED STATES DOLLARS (USD $10,000).
  3. Indemnification. Developer will, at Developer’s sole expense and to the fullest extent permitted by Law, indemnify and hold harmless (and, at Walmart’s request, defend) the Walmart Parties against all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by the Walmart Parties by reason of any Claim arising out of or relating to (a) any Developer Application or Developer Content, including any assertion that any Developer Application or Developer Content or the use of either or both (i) infringes any copyright, trademark, or other intellectual property of any individual or entity, (ii) misappropriates any individual or entity’s trade secret, (iii) violates the privacy or publicity rights or any individual or entity or fails to comply with the privacy or data protection Laws (including, but not limited to, CAN-SPAM), (iv) contains any libelous, defamatory, disparaging, pornographic, or obscene materials, (v) infringes or violates any other rights of any individual or entity, or (vi) caused death or bodily injury or damage to the real or tangible property of any third party; (b) any breach of, or failure by Developer (including Developer’s Authorized Users), to comply with this Agreement; (c) access to or use of the Walmart API Materials by Developer (including Developer’s Authorized Users), or anyone who accesses the Walmart API Materials through Developer (whether or not such access is authorized by Developer or by Walmart); or (d) any breach by Developer of any representations, warranties, covenants, or other provisions in this Agreement. Whether or not Walmart asks Developer to defend a Claim, Developer will not agree to any settlement without the prior written consent of Walmart. If Walmart asks Developer to defend a Claim, Walmart will have the right to participate in the defense of the Claim with counsel of its own choosing. Notwithstanding the foregoing, Developer will have no obligation to indemnify and hold harmless the Walmart Parties against any losses or liabilities suffered or incurred by the Walmart Parties by reason of any determination by a court of competent jurisdiction that the Walmart API Materials as provided by Walmart infringe a copyright, trademark or patent or misappropriate a trade secret of any third party.
  4. Other Content. The Supplier Content and/or the Walmart API Materials may include hyperlinks to other websites, content or resources. Walmart has no control over any web sites, content or resources that are provided by persons or entities other than Walmart. Walmart is not responsible for the availability of any such other websites, content or resources, and does not endorse any advertising, products, or other materials on or available from or through such websites, content or resources.
  5. General Legal Terms.
  • Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the Laws of the State of California (and, to the extent controlling, the federal Laws of the United States), which will govern without reference to the conflicts-of-Laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act will not apply to (and are excluded from the Laws governing) this Agreement. In addition, any Claim arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the State of California.
  • Export Control. Developer’s (including Developer’s Authorized Users’) access to and use of the Walmart API Materials are subject to compliance with the Export Control Laws. Developer will be solely responsible for Developer’s (including Developer’s Authorized Users’) compliance with the Export Control Laws and monitoring any modifications to them. Developer represents and warrants that: (a) Developer (including all of Developer’s Authorized Users) is not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions; (b) Developer (including Developer’s Authorized Users) is not identified on any U.S. government restricted party lists (including the U.S. Treasury Department’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S. Department of State’s proliferation-related lists); (c) Developer (including Developer’s Authorized Users) will not, unless otherwise authorized under the Export Control Laws, use the Walmart API Materials or any Supplier Content in any restricted end use, including design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles Developer Applications; and (d) no part of Developer Content is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Developer (including Developer’s Authorized Users) will not use the Walmart API Materials to disclose, transfer, download, export or re-export, directly or indirectly, Developer Content, third party content or any other content or material to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other Laws to which Developer (including any of Developer’s Authorized Users) may be subject.
  • General. The parties’ relationship to each other under this Agreement is strictly that of independent contractors and nothing in this Agreement will in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship. Each party is responsible for covering its costs and expenses in performing its duties and exercising its rights under this Agreement, unless expressly provided otherwise in this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of this Agreement and the remainder of this Agreement will continue in full force and effect. The section headings used in this Agreement are for convenience only and will not be given any substantive effect. A party may only waive its rights under this Agreement by a written document executed by both parties. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision hereof. Developer may not assign or transfer (by operation of Law or otherwise) any of Developer’s rights or obligations under this Agreement without Walmart’s prior written consent, and any unauthorized assignment or transfer will be void.
  • Notices. Notices required or permitted under this Agreement must be in writing and will be deemed effective (1) on personal delivery; (2) on confirmed delivery by courier service; (3) on the first business day after transmission if sent by email with proof of delivery. Developer must ensure that Developer’s email address is current. Developer consents to service of process being effected on Developer by registered mail sent to Developer’s last address known by Walmart, if so permitted by applicable Law.
  • Communications. When Developer sends e-mails to Walmart, Developer is communicating with Walmart electronically. For contractual purposes, Developer consents to receive communications electronically from Walmart and Developer agrees that all agreements, notices, disclosures and other communications that Walmart provide to Developer electronically satisfy any legal requirement that such communications be in writing. This condition does not affect Developer’s statutory rights.
  • Entire Agreement. This Agreement (including the Posted Terms and any Exhibits hereto) contain the entire agreement between Developer and Walmart with respect to its subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Developer and Walmart with respect to the Walmart API Materials. This Agreement may be amended only as expressly set forth in this Agreement.
    Exhibit A - Definitions
  1. Definitions.
    • “API” means an applications programming interface for a service or software program (e.g., the requirements for accessing or directing the functions of the service or software program).
    • “Authorized Users” means Developer’s individual employees and independent contractors who access and use the Walmart API Materials on Developer’s behalf.
    • “Claim” means any legal claim, suit or proceeding.
    • “Confidential Information” means any information, data and materials of Walmart (a) designated by Walmart as confidential or proprietary (whether in writing or otherwise); (b) related to Walmart’s business or operations; or (c) received by Developer by virtue of Developer’s relationship with Walmart, including customer information, product plans, product designs, product costs, product prices, product names, finances, marketing plans, business opportunities, personnel, research, development, customer data, or know-how. Confidential Information in any event includes the Supplier Content.
    • “Developer Application” means a software application or website that uses the Walmart API Materials to integrate with the Sites and obtain and display Supplier Content in conjunction with Developer Content.
    • “Developer Content” means any content that Developer provides in a Developer Application or to the Walmart API Materials, including files, information, data, images, videos, or computer programs (including any modules and components, functions and features of a computer program), except that Developer Content does not include the Supplier Content or other Walmart Materials.
    • “Developer Offerings” means, collectively, any (i) Developer Application(s), (ii) Developer Content, and (iii) services provided by or for Developer in connection with the Sites (g., order fulfillment, inventory management, and data analysis services and related technical and support services).
    • “Developer” means the entity integrated with the API pursuant to this Agreement.
    • “Effective Date” means the date the Agreement is last executed by a party.
    • “Electronic Communication” includes email messages, phone communications, text messages, and any other form of non-verbal communication occurring without the use of physical mail.
    • “Export Control Laws” means United States and other applicable countries’ export control and trade sanctions Laws, including the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury.
    • “Feedback” means any suggestions, proposals, ideas, contributions, or other information provided by Developer (whether or not or through Developer’s Authorized Users) to Walmart regarding the Walmart API Materials, or the Supplier Content.
    • “Fees” has the meaning set forth in Section 9.
    • “Information Security Addendum” is attached to this Agreement as Exhibit C.
    • “Keys” means the confidential alphanumeric or cryptographic keys that are uniquely associated with Developer’s accounts provided by Walmart to Developer for Developer’s use of the Walmart API Materials, including the Developer ID, certificate ID, and application ID.
    • “Laws” or “Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, law, or other requirement of or by any governmental authority.
    • “Personal Information” has the meaning set forth in the Privacy Policy.
    • “Posted Terms” has the meaning set forth in Section 1.
    • “Pricing Exhibit” means the pricing information attached to this Agreement as Exhibit B.
    • “Privacy Policy” means Walmart’s Privacy Policy, available at http://corporate.walmart.com/privacy-security/walmart-privacy-policy (as may be updated by Walmart from time to time).
    • “Sample Code” means source code that is expressly designated by Walmart as eligible to be used for the purposes of developing a Developer Application.
    • “Sensitive Personal Information” means social security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, sensitive data about personal characteristics such as race, religion, or sexual orientation, or other personal data that may pose a risk of harm to the individual if improperly disclosed.
    • “Sites” means (a) the websites, including www.walmart.com, and related applications and websites operated by or for any Walmart subsidiary, (b) the Walmart website or portal which provides access to the Walmart API Materials and related information, and (c) any other related website or portal designated by Walmart from time to time.
    • “Supplier Content” means (a) certain information from a Supplier made available through the Walmart API Materials, including customer information, product costs, product prices, product names, finances, and customer data; and (b) any files, data sets, materials, documents, names, email addresses, comments, notes, links and other content, data and information made available in connection with the foregoing.
    • “Supplier” means any commercial Supplier with whom Walmart has entered into a Supplier agreement, WMG Advertising Agreement or a Marketplace Retailer agreement, to whom Developer provides the Developer Offerings under this Agreement.
    • “Term” has the meaning set forth in Section 1
    • “Walmart API Materials” means the (i) Walmart API; (ii) the requirements provided by Walmart to Developer for interfacing to (e.g., accessing or directing the functions of) the Walmart API; (iii) any other software provided by Walmart under this Agreement; (iv) any related materials or documents related to the foregoing; and (v) any support or other assistance provided by or for Walmart in connection with this Agreement.
    • “Walmart API” means the API (that may consist of code, instructions and/or other data and information) provided by Walmart to Developer under this Agreement, available at https://developer.walmart.com that is intended to permit a Developer Application to interface with the Sites in accordance with the terms and conditions hereof.
    • “Walmart Materials” means the Walmart API Materials, Walmart Data, the Sites, the Confidential Information, and any other content, data or materials provided or used in connection with, or generated by, the Walmart API Materials, together with any related intellectual property rights.
    • “Walmart Parties” means Walmart and its affiliates; its and their licensors and other suppliers; and the respective officers, directors, employees and other agents of Walmart and its affiliates and such licensors and other suppliers.
    • “Walmart Terms of Use” means the Walmart Terms of Use available at http://help.walmart.com/app/answers/detail/a_id/8 as may be amended by Walmart from time to time.
    • “Walmart” means Wal-Mart.com USA, LLC, on behalf of itself and its affiliates.
      Exhibit B – Pricing Exhibit
  • Payment Information. All payments under this Agreement will be made in U.S. dollars to Walmart’s account as Walmart may designate from time to time.
  • Interest; Late Payment. All sums owed or payable to Walmart hereunder that are not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or such lower rate as may be the maximum rate permitted under applicable Law, from the original due date to the date paid in full.
  • Taxes. The Fees and other charges under this Agreement do not include, and Developer will be solely liable for, and reimburse and indemnify Walmart for, any taxes not based on Walmart’s net income (including any sales, use, value-added, withholding, property, excise, import or export tax), duties or tariffs imposed or levied by any governmental entity in connection with the Walmart API Materials or the Supplier Content or this Agreement or performance hereof. In the event that Developer is required under applicable Law to withhold any amounts from any Fees or other charges payable to Walmart under this Agreement, Developer will pay to Walmart such additional amounts as is necessary so that Walmart receives the same amount it would have received had not withholding been required.
  • No Set-Off. All Fees and other charges to be paid by Developer under this Agreement will be paid without set-off or reduction for any amounts owed or allegedly owed by Walmart to Developer. Developer hereby waives and disclaims any rights of set-off.
    Exhibit C – Information Security AddendumWALMART INFORMATION SECURITY ADDENDUMWalmart and Developer (each a “Party” and collectively the “Parties”) have entered into the Walmart API License Agreement (“Agreement”). This Information Security Addendum (“Addendum”) sets forth the Parties’ mutual understanding relating to the privacy and security of Walmart Confidential Information and Walmart Systems.
  1. All terms used in this Addendum shall have the meaning specified in the Agreement unless otherwise defined herein. For the purposes of this Addendum, the following terms are defined as follows:
    1. Walmart Confidential Information: All (i) information received by Developer from Walmart or a Walmart Affiliate, or collected or generated directly by Developer on Walmart’s behalf in connection with the Services, that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure; (ii) all information identified as confidential to which Developer has access in connection with the subject matter of the Agreement, whether before or after the Effective Date of the Agreement; and (iii) the Agreement. Walmart Confidential Information shall include, without limitation, (A) all trade secrets, (B) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, (C) information relating to business plans, sales or marketing methods and customer lists or requirements, and (D) information identifying, relating to, describing, capable of being associated with or that could be linked, directly or indirectly, with particular persons or households, including but not limited to information derived from such information that is used to create inferences regarding or profiles of such persons or households (“Personal Information”).
  2. Walmart System: Any physical or technical system owned, leased, licensed or operated by Walmart or its Affiliates, whether on premises or hosted by a third-party, which processes Walmart Confidential Information and is accessed by Developer in the course of performing the Services.
  3. Services: Services provided by Developer to Walmart in accordance with the Agreement.
  4. Data Incident: A breach of Developer’s Information Security Program leading to the accidental or unlawful or unauthorized destruction, loss, alteration, disclosure of, or access to, Walmart Confidential Information.
  5. Compliance with Laws. During the term of the Agreement, Developer will comply, at its own cost and expense, with current and new laws, regulations, governmental requirements and industry standards relating to Developer’s processing of Walmart Confidential Information (collectively, “Laws”). Should a disagreement arise as to the interpretation of any requirement of the Laws, Walmart’s interpretation shall govern. If Developer is unable to comply with any new Law, Walmart may, in its sole discretion, terminate the Agreement upon notice to Developer.
  6. Information Security Program. Developer agrees to establish and maintain, in writing, an information security and privacy program consistent with this Addendum and applicable Laws (“Information Security Program”). The Information Security Program shall include appropriate physical, technical and administrative safeguards, including any safeguards and controls agreed by the Parties in writing, sufficient to protect Walmart Systems and Walmart Confidential Information from unauthorized or unlawful destruction, loss, alteration, disclosure or access.
    The Information Security Program shall follow NIST Cybersecurity Framework (CSF), NIST SP:800-53, ISO 27001 (including 27002 controls), PCI-DSS (if applicable to Developer’s processing activities) or substantially similar standards applicable to Developer’s industry.
  7. Security Certification. Developer shall maintain a certification or third-party assessment of compliance with the security standards identified in Section 3 of this Addendum provided by a qualified third party reasonably acceptable to Walmart. Such certifications shall be provided to Walmart upon request.
  8. Information Security Contact. Developer shall provide to Walmart the following information for its primary information security contact: Name, Title, Telephone Number, Email Address. Developer agrees to promptly notify Walmart of any changes to this information.
  9. Restriction of Use of Walmart Confidential Information. Developer shall not: (i) collect, retain, use, access, rent, sell, disclose, reconfigure, de-identify, re-identify or aggregate Walmart Confidential Information for any purpose other than to provide the Services as set forth in this Agreement; (ii) retain, use or disclose Walmart Information outside of the direct business relationship between Walmart and Developer; or (iii) use Walmart Confidential Information to create any derivative work or product for the benefit of Developer or any other party without Walmart’s express, written authorization. Any unauthorized use of Walmart Confidential Information shall constitute a material breach of the Agreement and, as a result, Walmart may, in its sole discretion, immediately suspend or terminate Developer’s access to Walmart Confidential Information and Walmart Systems. Developer certifies that it understands the restrictions set forth in this section and will comply with them.
  10. Audit. Developer shall monitor and, at regular intervals consistent with industry best practices, test and evaluate the effectiveness of its Information Security Program and Developer’s compliance with the terms of the Addendum. Developer shall evaluate and promptly adjust its practices with regards to compliance with the Addendum, including its Information Security Program, in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other facts or circumstances that Developer knows or reasonably should know may have a material impact on the use or security of Walmart Confidential Information and Walmart Systems or Developer’s compliance with the terms of the Addendum.
    To monitor Developer’s compliance with the Agreement, Walmart may, in its discretion, periodically inspect and audit Developer’s compliance with the Agreement, including its Information Security Program and any facilities or systems used by Developer to provide the Services. Such inspections and audits may, at Walmart’s option, be conducted on-site by Walmart personnel or Walmart’s contracted third party assessors, or through surveys and interviews. Onsite inspections and audits will be conducted during Developer’s ordinary office hours upon reasonable prior written notice by Walmart and shall be subject to Developer’s reasonable security restrictions (e.g., sign-in requirements, badge requirements, escort requirements). Walmart’s third-party assessors will be required to agree to confidentiality terms reasonably acceptable to Developer. Inspections and audits shall be performed no more than once annually, provided that Walmart may conduct additional inspections and audits if, in Walmart’s reasonable judgment, Developer is in material breach of the Agreement or this Addendum, if Walmart provides reasonable documentation to Developer supporting concerns of Developer’s non-compliance with the Agreement, a specific security risk, or in the event of a Data Incident.
  11. Breach Notification and Investigation. Developer shall notify Walmart’s Emergency Operations Center by telephone (479.277.1001) within twenty-four (24) hours of any Data Incident, followed within forty-eight (48) hours of the Data Incident by a written notice directed to Walmart’s Privacy Office, 702 SW 8th Street, Bentonville, AR 72716 and its Chief Information Security Officer at [email protected]. The written notice shall summarize, in reasonable detail, the nature and scope of the Data Incident (including a description of all impacted Walmart Confidential Information and Walmart Systems) and the corrective action already taken or planned by Developer. The notice shall be timely supplemented to the level of detail reasonably requested by Walmart, inclusive of relevant investigative or forensic reports.
    Developer shall promptly, at its own cost and expense, take all reasonable and necessary actions to end the Data Incident, mitigate its impact and prevent recurrence. Developer shall cooperate with Walmart in the investigation of the Data Incident and shall promptly respond to Walmart’s reasonable inquiries about the Data Incident. In the event of a Data Incident, Walmart may, in its sole discretion, immediately suspend or terminate Developer’s access to Walmart Confidential Information and Walmart Systems. Developer will not inform any third party of a Data Incident without first obtaining Walmart’s prior written consent, unless and to the extent that Developer is otherwise required to provide notice by law. The Parties shall collaborate on whether to provide notice of the Data Incident to any person, governmental entity, the media, or other party and the content of any such notice. Walmart will make the final determination as to whether notice will be provided and to whom, the content of the notice, and which Party will be the signatory to the notice. Developer shall promptly notify Walmart of any investigations of its information use, privacy or information security practices or a Data Incident by a governmental, regulatory or self-regulatory body.
  12. Data Subject Rights. To the extent that Laws require Walmart to comply with requests from individuals to access, delete, modify, or restrict the processing of their Personal Information, Developer agrees to promptly notify Walmart of any such requests directed to Developer and, no more than thirty (30) days from Developer’s receipt of Walmart’s written instruction, provide any assistance that Walmart reasonably deems necessary to fulfill such requests with regards to Services provided under the Agreement at Developer’s own cost and expense. Developer shall certify, in writing, its compliance with such instructions. If a consumer or other data subject exercises a legal right to opt out of the sale of their Personal Information by Walmart to Developer, Walmart shall not be required to provide such Personal Information to Developer, notwithstanding any other provision of the Agreement. To the extent Developer directly interacts with Walmart customers, employees, contractors, service providers, or other individuals while acting on behalf of Walmart, Developer agrees to provide Walmart with any assistance Walmart reasonably deems necessary to fulfill applicable legal obligations to provide such individuals with notice of data processing activities.
  13. Developer shall contractually require any and all suppliers, contractors, or other agents of Developer engaged to perform the Services or to otherwise process Walmart Information to do so under terms and conditions at least as protective of Walmart Information as this Addendum and in compliance with all applicable Laws. Developer shall make commercially reasonable efforts to monitor and enforce such contractual requirements and shall be responsible to Walmart for all acts or omissions of its subcontractors and agents with respect to their access to and use of Walmart Confidential Information and Walmart Systems.
  14. Cross-border Transfers. Walmart Confidential Information may not be transferred, stored, or processed outside the country in which Developer receives it without prior written approval from Walmart, inclusive of transfers to subcontractors or agents. Developer shall cooperate with Walmart in complying with all Laws regulating the cross-border transfer of information, and the Parties shall negotiate, in good faith, such additional agreements, terms and conditions as may be required by such Laws to effectuate such transfers.
  15. Deletion of Data. At Walmart’s direction at any time, and in any event upon termination or expiration of this Agreement, Developer will, and will cause its suppliers, contractors and other agents to, immediately cease use of the Walmart Confidential Information and return the same to Walmart and then destroy any and all residual copies of Walmart Confidential Information (in whole or part), whether in hard copy or electronic format. Developer will ensure that Walmart Confidential Information is destroyed securely and in accordance with applicable law. As requested, Developer will certify its compliance with these procedures.
    Notwithstanding the foregoing, Developer will be permitted to retain: (i) Walmart Confidential Information for a longer period if such retention is strictly necessary to meet Developer’s legal compliance obligations, and (ii) Walmart Confidential Information in backup media. Retention of Walmart Confidential Information pursuant to (i) and (ii) shall be pursuant to Developer’s fully implemented and documented records management program, provided that such retention shall not be indefinite and shall not exceed industry standards. In addition, Walmart Confidential Information so retained shall not be used for any other purpose and such Walmart Confidential Information shall be otherwise maintained in accordance with this Addendum.
  16. No limitation of liability provisions, if any, in the Agreement (or any other agreement between the parties) shall apply to any breach of this Addendum by Developer. Notwithstanding anything in the Agreement to the contrary, Developer shall indemnify, hold harmless and defend Walmart (including its affiliates) from all suits, claims, demands, proceedings and other actions brought by a third party, and pay all expenses and costs (including but not limited to, assessments, fines, losses, penalties, settlements, costs of investigating and responding to any Data Incident, costs of notifying and providing affected individuals with at least one year of credit monitoring and fraud prevention services, and attorneys’ fees, including attorneys’ fees incurred in enforcing this indemnification provision), arising out of or related to Developer’s use of Walmart Confidential Information not in accordance with this Addendum, any Data Incident or any breach by Developer of this Addendum.
  17. Information Security-Related Termination Rights. In addition to any other termination rights under the Agreement, Walmart shall have the right to terminate the Agreement immediately if Developer materially breaches any provision of this Addendum.
  18. Statement of Compliance. Developer shall provide Walmart with prompt written notice if at any time it is not in full compliance with all of the requirements of this Addendum. Developer shall certify compliance with this Addendum from time to time or as may be reasonably requested by Walmart.
  19. Survival; Severability. This Addendum shall survive termination of the Agreement. The invalidity or unenforceability of a portion of this Addendum shall not affect the validity or enforceability of the remainder hereof.
    Walmart API License Agreement Rev. 1/7/2022