&Open Gifts Limited and our affiliated companies may provide application programming interfaces, software development kits, sample code, command line tools, developer tools and/or other related documentation and materials, including, without limitation, through the &Open Integrations hub or otherwise (“&Open APIs”). The &Open APIs are provided solely for use in conjunction with the &Open enterprise gifting platform (“Platform”).
In order to access and use the Platform (the “Services”), you will have entered into an agreement with us or one of our affiliated companies (e.g. our Enterprise GiftingTerms and Conditions or other bespoke agreement between us) (the “Service Terms”). These Integration Terms are supplemental to (and incorporated into) the Service Terms and apply to your use of the &Open APIs in order to access the Services. If there is any contradiction between these Integration Terms and other Service Terms in connection with your use of the &Open APsI, then these Integration Terms will take precedence. To the extent that the Integration Terms are silent on any issue addressed in the Service Terms, the Service Terms shall control.
In these Integration Terms, references to “&Open”, “we”, “us” or “our” refer to the &Open entity party to the Service Terms, and “Client”, “you”, “your” refer to the customer entity party to the Service Terms.
Please note, these Integration Terms do not cover the third party APIs (or the services to which they relate) made available to you by third parties via the &Open Integrations hub or otherwise (“Third Party APIs”). In order to use any of the Third Party APIs (and the services they relate to), you must enter into a direct agreement with the applicable third party service provider to cover, amongst other matters, provisions in relation to the service and personal data processed by the third party. You acknowledge and agree that we make no warranties and shall have no liability or obligation whatsoever in relation to the Third Party APIs and any claim relating to that Third Party APIs must be directed to the relevant third party only.
By clicking a box indicating acceptance or agreement, or by accessing or using &Open APIs or any Third Party APIs, you are agreeing to these IntegrationTerms and to comply with any documentation made available by &Open that applies to your use of the &Open APIs.
You represent and warrant that you have validly entered into these Integration Terms and have the legal power to do so. IF THE INDIVIDUAL ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT S/HE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
You understand and agree that all rights, title, and interest in and to the &Open APIs, &Open’s registered and unregistered trade marks, logos, related images, sound files, video files, and other materials, that are made available to you and/or other brand materials that we directly provide to you (“&Open Brand Assets”), including any intellectual property rights in, to and connected with any of the foregoing are owned by, or licensed to, &Open. You retain your ownership rights in your Application (defined below) and we own and will continue to own our &Open APIs and the Services, including all related intellectual property rights therein. All of our rights not expressly granted by the Service Terms (as supplemented by these Integration Terms) are hereby retained.
&Open grants you a limited, non-exclusive, non-sublicensable, non-assignable, revocable right to access and use the &Open APIs only as necessary to develop, test, use and support the software application, website, tool, or product which you have created, or are using to communicate and interoperate with the Services (your “Application”) subject to the IntegrationTerms.
You will not, and shall not permit others to: (A) access the &Open APIs in breach of any law or regulation, including but not limited to those applying to personal data; (B) access the &Open APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to any customers or users of the Services or (iii) tests the vulnerability of our systems or networks; (C) access the &Open APIs in order to replicate or compete with the Services; (D) attempt to reverse-engineer or otherwise derive source code, trade secrets or know-how of the &Open APIs or Services; (E) remove any proprietary notices from the &Open APIs, (F) use the &Open APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, (G) design or permit the Application to disable, override, or otherwise interfere with any communications to end users, consent screens, user settings, alerts, warning, or the like, (H) use the &Open APIs to replicate or attempt to replace the user experience of the Services, or (I) attempt to cloak or conceal your identity or the identity of the Application(s) when, if applicable, requesting authorisation to use the &Open APIs.
Your use of the &Open APIs is subject always to: (i) a fair usage limit determined by &Open (acting reasonably and in good faith); (ii) and any additional restrictions on the use of the &Open APIs, and/or any restriction or limit on the frequency and/or method of API requests in a given period which may be published on our &Open Integrations Hub website from time-to-time or separately notified to you in writing (email will suffice).
As between you and &Open, you are solely responsible for your Application (including its interface and integration with the Platform using the &Open APIs) and any use you make of the &Open APIs. We may, at our sole discretion, provide you with assistance in creating integrations between the Application and the Platform, using the &Open APIs, but we have no obligation to do so and take no responsibility or liability for the integrations or the assistance we provide. We have no responsibility to you, beyond providing the Services under the Service Terms.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND THAT YOUR USE OF THE &OPEN APIS AND BRAND ASSETS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE &OPEN APIS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE &OPEN APIS WILL BE UNINTERRUPTED, TIMELY, ACCURATE, FREE FROM HARMFUL CODE, SECURE, ERROR-FREE, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, WILL ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, OR THAT WE WILL FIX ERRORS. IN ADDITION, &OPEN DOES NOT GUARANTEE THE &OPEN APIS WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE &OPEN APIS MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.
You represent and warrant that your Application will be developed to operate with &Open APIs content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application. Your Application must use reasonable security measures to protect the private data of your users.
You must have a process to respond to any vulnerabilities in your Application, and in the case of any vulnerabilities related to your Application’s connection to the &Open APIs discovered by you or reported to you by a third party, you agree that you will provide vulnerability details to &Open promptly and no later than 48 hours from discovery.
Any confidential information exchanged between you and us as a result of your use of the &Open APIs will be governed by the confidentiality provisions of the Service Terms.
In order to use the &Open APIs, we will provide you with an API key. You must ensure that any API key we provide is kept secure and confidential. You are responsible for any use of the Platform via the &Open APIs using your API key.
To the extent &Open processes Personal Data from the Client under these Integration Terms (to include Third Party APIs), the parties agree that the Service Terms shall govern such processing and the section of the Service Terms containing a data processing agreement with processing details shall be updated accordingly. “Personal Data'' shall have the meaning given in the Service Terms.
&Open is still evolving, and so we need the flexibility to occasionally make changes to the &Open APIs, including backwards incompatible changes. This may include removing or limiting access to specific &Open APIs (or part of them). You should view our changelogs for updates. Also, parts of our &Open APIs may be undocumented, including certain methods, events and properties. Given that these undocumented aspects of our &Open APIs may change at any time, you should not rely on their behaviours.
WE MAY MODIFY THESE INTEGRATION TERMS AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE TO YOU. YOUR CONTINUED USE OF THE &OPEN APIs FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THESE INTEGRATION TERMS WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THESE INTEGRATION TERMS.
We may suspend or immediately terminate rights to use the &Open APIs at any time and for any reason. You may terminate these Integration Terms at any time by ceasing access to the &Open APIs. We are not responsible for any loss or harm related to your inability to access or use the &Open APIs. It is solely your responsibility at all times to be prepared to conduct your business without access to any aspect of the API Services.
For the avoidance of doubt, the expiry or termination of the Services Terms shall result in the immediate termination of your right to use the &Open APIs under these Integration Terms.
If you send us any feedback or suggestions regarding the &Open APIs, there is a chance we will use them, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
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