English

PLEASE READ THESE API TERMS OF USE CAREFULLY BEFORE USING THE API. BY USING THE API, YOU AGREE TO BE BOUND BY THESE API TERMS OF USE. IF YOU DO NOT AGREE TO THESE API TERMS OF USE YOU MUST NOT USE OUR API FOR ANY PURPOSE WHATSOEVER.

In these API Terms of Use, We, Our, Ourselves, Us or API Licensor means Soldo Software LTD (a company incorporated in England and Wales under number 09233754 whose registered office is at North West House, 119 Marylebone Road London, NW1 5PU United Kingdom) and You, Your or API Licensee means you (and if you are using the API on behalf of a legal person, business or other organisation (Organisation) includes you and also such Organisation).

By using the API on behalf of any Organisation, You represent and warrant (promise) that You have all necessary capacity and authority to enter into these API Terms of Use on behalf of such Organisation as a legally binding contract between such Organisation and Us in all applicable jurisdictions and that the Organisation enters into such contract.

We may update these API Terms of Use and any of the policies or other documents referred to in them from time to time by notifying you by email. Such updates shall take effect 10 days after details of them are received by You (or, if earlier, of You otherwise being notified of the update). Please check your email address regularly for details of updates. If You do not agree to any such update You should stop using the API and API Data before the update takes effect.

Our API and how We work with developers

Our application programming interface (API) can be accessed from the specific section in Soldo Web Console, and includes any data and documents (electronic or otherwise) that come with the API. Our API is intended to be used as an interface between: (a) Our platform, comprising our relevant products or services, including developer services, mobile services and any other features, content, or applications offered or operated by Us from time to time whether accessed via the internet, mobile device or other electronic device (Platform); and (b) the applications or services where You intend to use the API (Application).

As part of use of the API, You may access or otherwise use on Our Platform certain content, images, texts, software or other content, materials or data made available via the API (API Data).

These API Terms of Use

The main things that We care about are that each of Our Platform, the rights of Our end users and Our API is protected.

These API Terms of Use set out Our and Your respective rights and obligations relating to the use of Our APIs to interface between Our Platform and Your Application and use of the API Data.

Your use of any of Our other products or services on Our Platform will be on different terms and conditions. If, and only so far as, these API Terms of Use and the terms and conditions applicable to Our other products or services are inconsistent as to the terms applicable to the use of Our API, the terms and conditions applicable to Our other products or services shall apply (and these API Terms of Use shall not).

If these API Terms of Use do not specifically say that You can do something in connection with the API, the API Data or the Platform, then You cannot.

Access to the API

You agree:

to access the API only using the API key that We give You;
to keep Your API key secure and that You are responsible for any use of the API using Your key;
that We may monitor use of the API to ensure quality, improve Our technologies, products and services, and verify your compliance with this terms. We may suspend access to the API without notice if we reasonably believe that you are in violation of this Terms of Use;

How You may use the API

You must:

Have a Premium or Enterprise Soldo Software Plan; and
ensure that Your use of the API complies with:
- these API Terms of Use;
- all documentation relating to the API and/or Platform provided or made available by Us to You (Documentation) (as updated from time to time);
- any terms applicable to the Platform;
- any other terms agreed between Us and You; and
- all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant jurisdiction, government or regulatory agency or other regulatory body.

What the API must not be used for

You must not use the API to send spam or to interfere with or degrade Our services in any way.

You must also not use the API for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, 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 (e.g. copyright, trademarks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) or any other rights of anyone (including Ours).

You must also not:

distribute, license, sell, rent, lease or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the API;
modify, add to, or otherwise enhance the API;
copy or decompile the API and shall not observe, study or test the functioning of the API (or any part of it), but only so far as the same cannot be restricted by law; or
infringe or copy Our code or content or the design of Our Platform, the API and any of Our other intellectual property rights.

Licences to use the API and API Data

We grant You a non-exclusive, revocable and non-transferable licence to use the API according to these API Terms of Use and subject to the restrictions on use in these API Terms of Use.

We grant You a non-exclusive, revocable, and non-transferable licence to download, copy, display, view and use the API Data provided that You shall not:

create permanent copies of the API Data except to the extent permitted by these API Terms of Use;
remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the API Data;
without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the API Data;
use the Platform or any API Data in a way that inaccurately suggests an association between You and Us or Our licensors; or
otherwise use or exploit the API Data in any way for any purpose except as specifically permitted by these API Terms of Use.

This means that:

We can grant licences to anyone else (and retain rights to do things with the API and API Data Ourselves);
We can decide to take the licences back from You; and
You are not permitted to transfer Your rights to anyone else or to allow anyone else to use the API, the API Data or the Platform.

You accept that the API Data may contain third party intellectual property rights and You shall ensure that Your use of such API Data does not infringe those rights.

Except for Your right to use the API, Platform and API Data as specifically granted in these API Terms of Use, all intellectual property rights in and to the API, Platform and API Data are Ours and remain Ours (or Our licensors’).

If You acquire any intellectual property rights (e.g. copyright, trademarks, service marks, patents, database rights, know-how, design rights, domain names and rights in software (registered or not)) in the API, Platform or any API Data, You shall transfer these rights (both existing and future) with full title guarantee to Us or anyone else We nominate (or You will make this happen immediately). You shall sign all documentation and do such things as We think necessary to transfer those rights.

You accept and understand that the API and API Data contain confidential and proprietary information and You shall not 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.

Data protection

You and We shall at all times comply with our respective obligations under applicable data protection laws.

You and We shall at all times comply with our respective obligations in Soldo Privacy Policies (https://www.soldo.com/en-gb/privacy-policies/), which is incorporated into and forms part of these API Terms of Use.

API Licensor’s rights

You grant Us a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, copy, download, view modify, publish, edit, translate, distribute, perform, display and otherwise utilise any content or material that You provide to Us through the API and any data or analytics generated from the same. as set out in Our Privacy Policies.

Our Marks

All trademarks, logos and service marks (the Marks) which appear on the Platform or API are Our registered and unregistered Marks or are licensed for use by Us by the owners of those Marks.

Other Marks are proprietary marks and are registered to their respective owners.

Nothing contained on the Platform or API should be construed as granting any licence or right to use any Marks displayed on the Platform or API without Our written permission.

Misuse of any Mark displayed on the Platform or the API, or any other content on the Platform, except as provided herein, is strictly prohibited.

Confidentiality

You shall keep Our confidential information confidential. This includes 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 other 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).

You shall only use Our Confidential Information to use, and undertake development work with, the API, and will give Us notice of any unauthorised misuse, disclosure, theft or loss of Our Confidential Information immediately upon becoming aware of this.

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 is strictly necessary for You to be able to do what You are permitted and/or required to do under these API Terms of Use.

You may disclose Our Confidential Information to Your officers, employees, agents, professional advisers and contractors (and permit them to use, copy or modify Our Confidential Information) as is strictly necessary for You to be able to do what You are permitted and/or required to do under these API Terms of Use. 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 confidentiality obligations and at all times comply with them.

You may disclose Our Confidential Information as required by law. In the event that You become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) You shall give Us prompt written notice of the fact so that We may take such steps to prevent such disclosure as We deem appropriate and You shall co-operate with Us in such manner as We may reasonably require.

Promises and disclaimers

You promise that:

You hold all rights and have obtained all licences required to use the API integration You may have developed and the API Data; and
Your use of the API will not infringe Our rights or anyone else’s, nor will it breach any applicable laws or regulations.

To the maximum extent permitted by applicable law, You accept that the API is provided on an ‘AS IS’ basis and that:

the API may not be free of bugs or errors and that the existence of bugs or errors shall not constitute a breach of these API Terms of Use;
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; and
We accept no responsibility for any liability that arises in connection with the theft of Your username or password by unauthorised third parties.

We do not promise that the API shall be:

uninterrupted or error free; or
compatible with third party software or equipment.

Any promises that We make (and We are not saying that We are, unless We have to by applicable law) depend on You using the API in compliance with these API Terms of Use and the latest versions of all Documentation.

We shall not be liable, nor be required to fix, any problem arising from:

any modification made to any part of the API by anyone other than Us without Our express prior written consent; or
any defect or error wholly caused by any equipment or third party software used in connection with the API.

Subject to what it specifically says in these API Terms of Use and to the maximum extent permitted by applicable law, We and Our suppliers:

make no other promises and do not agree to any other terms and conditions (express, implied or statutory) in relation to the API, the API Data and the Platform or about results to be obtained from using the API, the API Data or the Platform; and
shall not be liable for any loss or damage arising out of any virus or other malicious code.

Liability

Given that We are allowing You access to the API, We exclude and/or limit Our liability to the maximum possible extent that We are permitted to under applicable law.

AND We shall not be liable to You for any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these are direct, indirect or consequential), or any indirect or consequential loss or damage whatsoever, arising under or in connection with these API Terms of Use, even if We were aware of the possibility that such loss or damage might be incurred by You.

EXCEPT THAT We do not exclude or limit any liability to the extent the same cannot be excluded or limited by law (such as fraud, fraudulent misrepresentation, or personal injury resulting from Our or Our employees’ negligence).

Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.

Indemnification

You agree to indemnify Us against all losses or damage We may suffer related to:

the Application infringing the intellectual property rights of anyone (including Us);
any misuse of the API or API Data, including any claim Your use of the API Data infringes the intellectual property rights or privacy rights of anyone else; and
any breach by You of any promise or non-performance of any of Your obligations under these API Terms of Use.

Updates to the API

We may make changes to the API at any time and for any reason. If any change We make is not acceptable to You, stop using the API. Your continued use of the API means that You accept the change to the API.

Termination

If You breach these API Terms of Use, Your rights to use the API and the API Data will automatically terminate, and We can shut down or restrict Your access to the API, the API Data and/or Your API integration.

Otherwise, the licences granted by Us under these API Terms of Use will continue until We terminate Your use (which we may do at any time for any reason and without notice) or You stop using the API, the API Data and the Platform.

In the event that any of the licences granted by Us under these API Terms of Use terminate for any reason, You shall promptly permanently delete and destroy all copies of the API and/or API Data in Your possession or control.

Your obligations relating to the API, API Data, data protection, security and confidentiality and the indemnities and licences granted by You and the limitations and exclusions of liability set out in these API Terms of Use and any other provisions expressed or implied to survive will continue even after any licences (and/or these API Terms of Use) have otherwise ended for any reason.

Other

Nothing in these API Terms of Use shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between You and Us for any purpose.

You are only permitted to allow a third party to benefit from the API (such as a related company of Yours or Your customers) if You ensure that such use:

does not exceed Your permitted use under these API Terms of Use;
is controlled by You;
does not involve the disclosure of any Confidential Information or API Data (other than in accordance with the terms of these API Terms of Use); and
is otherwise subject to and in accordance with these API Terms of Use.

Governing law and jurisdiction

These API Terms of Use and any dispute or claim arising out of, or in connection with, these API Terms of Use, their subject matter or formation (including non-contractual disputes or claims) shall be:

governed by, and construed in accordance with, the laws of England and Wales; and
subject to the exclusive jurisdiction of the courts of England and Wales.