API Licence Agreement
INTRODUCTION
This API Licence Agreement, as may be updated from time to time, ("Licence") applies where you use our API (as defined below). By clicking on the "accept" button, you accept and agree to the terms of this Licence and bind yourself and the business or entity that you represent to it. The terms of this Licence include, in particular, limitations on liability in clause 9. If you do not accept this Licence (or any part of it) you may not access or use our API. We may update this License at anytime, the current version of the License shall be contained at [hyperlink].
You may not access or use the API if you are prevented from doing so under applicable laws of any territory, including the territory in which you are resident.
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions apply to this Licence:
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For the purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity;
"API" means the Liberis application programming interface, as further described in the Specification and/or the API Documentation, made available to you by Liberis including, without limitation, through https://api.us.liberis.com or https://api.us.liberis.com as each may be updated from time to time by incorporation of a Maintenance Release or Feedback;
"API Call" means each call from an Application via the API to interact with the Liberis Product.
"API Data" means all data published or made available through the API, along with any related metadata.
"API Documentation" means the API documentation made available to you by Liberis from time to time, including, without limitation, through https://liberis-api-v2.readme.io/reference/how-to-guide;
"API Key" means the security key Liberis makes available from time to time for you to access the API;
"API Limits" means the restrictions provided or published by Liberis from time to time;
"Application" means any applications developed by you (or on your behalf), to interact with the API;
"Authorised User" means any users authorised by Liberis in writing to access the API on your behalf via the API Key;
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Customer System" means the Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by you (or on your behalf) that is used to access the API, make an API Call or otherwise communicate or interact with the Liberis Product;
"Data Protection Legislation" means the UK DP Laws and any other European Union or other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
"Derived Data" means data created by you or an End User, now or in future, which has benefited from, derived from, relied on or made any use of, the API or the API Data (including, without limitation, where you or End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the API or the API Data);
"End Users" means the Authorised Users, together with any other individuals (such as your employees, contractors or agents) whom you enable to use or access the API;
"Fee" means the licence fee, where applicable, payable by you to us hereunder;
"Feedback" means all current and future suggestions, comments or other feedback regarding the API or the API Data provided by you (or on your behalf);
"Intellectual Property Rights" or "IPR" means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
"Liberis Brand Guidelines" means the brand usage guidelines Liberis may provide or publish from time to time;
"Liberis Marks" means Liberis' proprietary trade marks, trade names, branding, or logos made available for use in connection with the API or the API Data pursuant to this Licence;
"Liberis Product" means Liberis’ business products and services, as well as its proprietary software;
"Maintenance Release" means a release of the API that corrects faults, adds functionality or otherwise amends or upgrades the API, but which does not constitute a New Version;
"New Version" means any new version of the API which from time to time is released by Liberis in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;
"Specification" means the API specification made available to you by Liberis from time to time;
"UK DP Laws" means all applicable data protection and privacy legislation in force from time to time in the UK which may include the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time.
"Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
"Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly;
"we", "us", "our" or "Liberis" means Liberis Limited, incorporated and registered in England and Wales with company number 05654231 whose registered office is at 11th Floor 1 Lyric Square, London, United Kingdom, W6 0NB; and
"you" or "your" means the individual, business or entity accepting this Licence.
1.2 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.3 Other technical expressions relating to computers and/or software programs shall have the meaning commonly attributed to them in the computer and IT industry.
1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 1.5 Clause headings shall not affect the interpretation of this Licence. References to clauses are to the clauses of this Licence.
1.6 A reference to writing or written includes email but not fax.
2. LICENCE AND OWNERSHIP
1.1 Subject to your compliance with all of the provisions of this Licence, and in consideration of payment of the Fee (where applicable), we grant each of your Authorised Users a limited, non-exclusive, worldwide, royalty free, revocable, non-assignable, non-transferable, personal licence during the term of this Licence, and solely in accordance with the Specifications and API Documentation:
1.1.1 to access the API via the API Key only, solely for the purposes of:
(a) internally developing and testing the Applications that will communicate and interoperate with the Liberis Product; and
(b) making API Calls in compliance with the API Limits.
1.1.2 to display the API Data received from the API, together with any Derived Data, within the Application;
1.1.3 to display certain Liberis Marks in compliance with the Liberis Brand Guidelines solely in connection with the use of the API and the API Data. 1.2 You acknowledge and agree that:
1.2.1 we own all right, title and interest in and to the API, the API Data, the API Documentation & Specification and the Liberis Marks, and all IPR therein; 1.2.2 all Intellectual Property Rights in any Derived Data and Feedback shall vest in Liberis on creation, and you hereby assign to us absolutely with full title guarantee (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights. Where such Intellectual Property Rights do not automatically vest in Liberis, you will undertake all required actions to effect the assignment to Liberis; and
1.2.3 neither you, nor any of your Authorised Users, are granted any rights hereunder with respect to any other Liberis products or services, other than the API. 1.3 We reserve all rights not expressly granted under this Licence.
1.4 This Licence shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Licence.