Last update: 15 March 2021
This API Policy applies to the use of the application programming interface(s) (including its accompanying documents, electronic or otherwise) (“API”) that Jaiota Pte. Ltd. (“Jaiota“/”we“/”us“/”our“) make available to you at the Site.
The API is intended to be used as an interface between:
- our Service and App(s) (“Platform”); and
- applications or services provided by you through your website or platform (your “Application”).
You acknowledge that the API is provided to you as a part of the Service, and any access to and use thereof is subject to the Terms of Service.
By accessing and using the API, you agree to be bound by the terms of this API Policy and the Terms of Service. If you do not agree to the API Policy and the Terms of Service, you must not use the API.
We may revise the terms of this API Policy at any time in our sole discretion, by displaying the revised version on the Site. If you disagree with these changes, your sole remedy is to stop using the API. Your continued use of the API after a change to this API Policy will constitute your acceptance to such changes.
Capitalised terms used here (if not otherwise defined) shall have the same meanings given to them under the Terms of Service. References to “Service” in the Terms of Service shall be construed as including any access to and use of the API that we make available to you.
1. USE OF THE API
1.1 Licence. The API is licensed to you subject to the terms and conditions of the Terms of Service and this API Policy. You are not permitted to sub-licence or transfer your rights to use the API to anyone else or to allow anyone else to use the API. Any rights not expressly granted by this API Policy and the Terms of Service are reserved.
1.2 Changes. We reserve the right to make modifications to the API at any time for any reason. We do not guarantee that any specific feature, component and/or API Data will always be available on/through the API. We are not obliged to include error corrections, patches, fixes, updates, upgrades, new releases or new versions of the API. We may at our discretion cease making the API available and/or to terminate any or all licenses thereto.
1.3 Conditions for use of API. You agree:
- to access the API using only the API key that we give you and in accordance with any instructions that we may give you;
- to keep your API key secure;
- that you shall be solely responsible for any use of the API using your key;
- to obtain end-user consent to allow the Application to access the Platform through the API;
- to ensure that end-users are not prompted to provide any passwords, usernames or other login details that they use to access the Platform directly to you; and
- to ensure that your use of the API complies with this API Policy and our Terms of Service, and all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant government, regulatory agency or other body.
1.4 Termination. Your licence to use the API will continue until your use thereof is terminated in accordance with this API Policy and/or the Terms of Service, or your Account is terminated. We may, in our sole discretion and without penalty or liability whatsoever, suspend, limit, or terminate your access to and use of the API for any reason and at any time, without prior notice to you, and with immediate effect, including without limitation where:
- you have committed a breach of any provision of the API Policy, the Terms of Service or any applicable laws;
- there is any fraudulent or illegal activity in connection with your use of the API; or
- we determine you have engaged in unprofessional or unethical conduct or practices.
Failure to comply with any provision under this API Policy and/or our Terms of Service constitutes a material breach. We will determine, in our discretion, whether a breach has occurred through your use of the API.
1.5 No Partnership. Nothing in this API Policy shall be deemed to constitute a partnership, or create a relationship of principal and agent, between you and us for any purpose.
2. USE RESTRICTIONS
2.1 You must not use the API to send spam or to interfere with, degrade or compete with our services in any way.
2.2 You must also not use the API for or to promote any unlawful purpose or activity whatsoever, or in any way which:
- makes any private information on the Platform publicly available on the Application;
- causes or is intended to cause annoyance, inconvenience or needless anxiety;
- is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);
- does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;
- promotes discrimination or is likely to incite hatred; or
- may infringe the intellectual property rights of anyone (including ours).
2.3 You must also not:
- copy, reproduce, modify, adapt, translate, publish, display, distribute, transfer, sell, lease, sub-license, make available or otherwise exploit or use the API and/or API Data for any commercial or other purposes;
- modify, add to, or otherwise enhance the API;
- disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the API, observe, study or test the functioning of the API (or any part of it), or otherwise attempt to discover our source codes and algorithms, except to the extent that applicable law expressly permits despite this limitation;
- infringe or copy our code or content or the design of our Platform; and/or
- conceal, modify, remove, destroy or alter in any way any of our proprietary markings on or in the API, API Data or any related materials and documentation.
3. USE OF API DATA
3.1 We grant you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited licence to download, copy, display, view and use the API Data only for purposes which we expressly permit as stated on our Site of the documents accompanying the API, provided that you shall not:
- create permanent copies of the API Data except to the extent permitted by the Terms of Service and this API Policy;
- make derivative works of, or commercially distribute or otherwise exploit the API Data, or use the Platform or any API Data in a way that inaccurately suggests an association between you and us; or
- otherwise use the API Data in any way for any purpose except as specifically permitted by this API Policy.
3.2 You acknowledge that the API Data contain intellectual property rights belonging to us and our licensors, and you shall ensure that your use of such API Data does not infringe such intellectual property rights. In the event of any such infringement, your permission to use the API Data will automatically terminate and any copies made of API Data must be immediately destroyed.
3.4 You must implement appropriate technical and organisational measures to protect the API Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any of these things happening to the API Data and considering the nature of the API Data which is to be protected.
3.5 You must comply with all applicable data protection laws in respect of your use of the API and API Data, and ensure that your collection, use and disclosure of any personal data as part of the use of the API and API Data complies with applicable data protection laws (including without limitation notifying end-users about the data you will collect and how you will use this, only collecting that data which you actually need and only retaining this for as long as you need to).
4. OUR RIGHTS
4.1 Ownership. All rights (including intellectual property rights), title and interest in and to the Platform, API and API Data shall vest and remain vested in us and/or our licensors. You acknowledge and agree that intellectual property rights in all modifications, enhancements, derivatives and/or adaptations made to the API by you (whether with our permission or otherwise) shall vest in us upon creation, and we shall be entitled to use any information provided by you relating to modifications or enhancements that could be made to the API, without any compensation to you for the same.
4.2 Assignment. To the extent that you acquire any intellectual property rights in the Platform, API and/or API Data (or in any modifications, enhancements, derivatives and/or adaptations thereof) notwithstanding the foregoing provision, you shall assign or procure the assignment of such rights (both existing and future) with full title guarantee to us or our nominee, and shall forthwith on demand execute all documents and do such things as we may consider necessary to give effect to this clause.
4.3 Monitoring. We have the right at any time to access your Account and to monitor your use of the API to ensure you are complying with the Terms of Service and this API Policy in your use of the API.
4.4 Trade marks. You acknowledge and agree that you are not granted any right or licence to any of our trade marks, or the trade marks of any third party displayed on or through the API.
5.1 You shall keep confidential our confidential information, including without limitation all information (of any kind and in any format and coming into your knowledge, possession or control in any way) relating to our business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or how it was disclosed (“Confidential Information”).
5.2 You shall give us prompt notice of any unauthorised misuse, disclosure, theft or loss of our Confidential Information immediately upon becoming aware of the same.
5.3 You shall not without our prior written consent use, disclose, copy or modify our Confidential Information (or permit others to do so) other than as strictly necessary for you to be able to do what you are permitted and required to do under this API Policy and, where disclosure to your officers, employees, agents, professional advisers and contractors is necessary, you shall ensure such persons are made aware of and agree in writing to observe these same obligations.
6.1 You warrant that:
- you have the right, power and authority to grant to us the rights contemplated herein;
- you have obtained all rights, licences and permissions required to use the API and the API Data, and any integration with the API that you develop; and
- your use of the API will not infringe our rights or anyone else’s, nor will it breach any applicable laws or regulations.
7. DISCLAIMERS & LIMITATIONS OF LIABILITY
7.1 The extent of our liability in connection with the API, API Data and your use thereof (regardless of whether such liability arises under tort, contract or otherwise and whether or not caused by negligence or misrepresentation) shall be as set out in the Terms of Service in relation to the Service.
7.2 Without prejudice to the foregoing, the API and API Data are provided to you ‘as is’, ‘as available’, without representation, warranty or condition of any kind, whether express, implied or statutory (including any implied warranty or condition of merchantability or satisfactory quality, fitness for a particular purpose, non-infringement, compliance with any description or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise), all of which are expressly disclaimed to the maximum extent permitted under applicable laws.
7.3 You acknowledge and agree that the entire risk arising out of your access to and/or use of the API and API Data remains solely with you, to the maximum extent permitted by law.
7.4 Without limiting the foregoing and without prejudice to any other disclaimers or limitations of liability under the Terms of Service, we make no representation or warranty that the API will be always available, uninterrupted, error-free or virus-free, or that bugs and defects therein will be corrected, or that we will provide any updates, patches, or fixes or any maintenance support services, or that it will be compatible with third party software or equipment.
7.5 You remain responsible for your own hardware, content and any other data uploaded through the API. We accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to your API account in order to abuse the nature and intent of the API.
8.1 You shall fully indemnify and hold us, our subsidiaries, related companies, officers, directors, employees, partners and agents (“Indemnitees“) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, and court and legal costs assessed on a solicitor-client basis), suffered, incurred by or brought against any of the Indemnitees, due to or arising out of, whether directly or indirectly:
- your Application infringing the intellectual property rights of anyone (including us);
- any misuse of the API or API Data, including any claim that your use of the API Data infringes the intellectual property rights or privacy rights of anyone; and
- any breach by you of the Terms of Service and/or this API Policy.