Developer Terms & Conditions

1. SCOPE AND APPLICATION:

SAPIO may allow the Partner to access and use the SAPIO API in accordance with this Agreement. The Partner must not access or use the SAPIO API except:

(a)         with the prior written authorisation of SAPIO; and

(b)         in accordance with the terms of this agreement.

2. LICENCE:

2.1  Subject to the Partner and its Authorised Users complying with this Agreement, SAPIO grants the Partner a non-exclusive, non-transferable, revocable, limited licence to access and use (and allow its Authorised Users to access and use) the SAPIO API solely:

(a)         for the Approved Purpose; and

(b)         to the extent necessary to access and use the Data Feed.

3. GENERAL OBLIGATIONS:

3.1  The Partner must (and must ensure that it’s Authorised Users):

(a)         comply with, and access and use the SAPIO API in accordance with, any applicable documentation provided or made available by SAPIO from time to time;

(b)         comply with SAPIO’s reasonable directions, and cooperate with SAPIO, in connection with any access to and use of the SAPIO API; and

(c)          only access and use the SAPIO API in accordance with all applicable laws, including the Privacy Laws.

4. RESTRICTIONS:

4.1  The Bureau Partner must not (and must ensure that its Authorised Users do not):

(a)         resupply, resell, sublicense, redistribute, syndicate access to or otherwise allow any other person to access or use the SAPIO API;

(b)         copy, reproduce, modify, decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the SAPIO API, including any source code, object code, algorithms, methods or techniques used or embodied therein;

(c)          corrupt or misuse the SAPIO API; or

(d)         access or use the SAPIO API:

(i)            to engage in any fraudulent or unlawful behaviour, or to defame, menace or harass any person;

(ii)           to gain unauthorised access to or interfere with any online resources or systems of any third party, including by any form of hacking;

(iii)          to distribute unsolicited emails to any person including bulk unsolicited emails;

(iv)          in any manner that compromises, breaks or circumvents any of SAPIO’s technical processes or security measures associated with SAPIO’s systems;

(v)           in any manner that is likely to result in SAPIO’s systems, or those of any other person, being affected by any computer code that is intended or known to be harmful, destructive, disabling or which assists in or enables, theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data including viruses, worms, Trojan or similar computer programs;

(vi)          in any manner that tests the vulnerability of SAPIO’s systems;

(vii)         in a way that infringes the Intellectual Property Rights or any other rights of any person;

(viii)        in a way that disrupts, misuses or excessively uses SAPIO’s hardware, bandwidth access, storage space or other resources (or those of SAPIO’s third party providers);

(ix)          to conduct any data mine, scrape, crawl, email harvest or any other process that sends automated queries;

(x)           for the purposes of accessing, storing, distributing, providing (including to SAPIO) or otherwise transmitting any information, data, material or content that is unlawful or misleading or that infringes the Intellectual Property Rights of any person; or

(xi)          in any other manner that is otherwise unacceptable to SAPIO (acting reasonably).

5. CHANGES TO THE SAPIO API:

5.1  The Partner agrees that:

(a)         SAPIO may change or modify the SAPIO API at any time at SAPIO’s discretion; and

(b)         in the event that SAPIO makes any changes or modifications to SAPIO API, the Partner and it’s Authorised Users may not be able to access and use the SAPIO API without amending or modifying their own systems accordingly.

6. ACKNOWLEDGEMENTS:

6.1         To the extent permitted by applicable law and subject to clause 2.27 of this agreement, the Bureau Partner acknowledges and agrees that:

(a)         SAPIO makes no representation or warranty that the SAPIO API will be free from defects, errors or faults, or that it is fit for any particular purpose;

(b)         the SAPIO API may not be available from time to time, and SAPIO makes no representation or warranty in relation to the availability of the SAPIO API;

(c)          SAPIO may, but is not obliged to, provide the Bureau Partner and its Authorised Users with any update or upgrade to, or any new version of, the SAPIO API; and

(d)         SAPIO may monitor:

(i)            the Bureau Partner and its Authorised Users’ access to and use of the SAPIO API; and

(ii)           the information, data, material or content  that flows or is made available through the SAPIO API; and

(e)         the SAPIO API forms part of SAPIO Materials and SAPIO’s Confidential Information.

6.2         The Bureau Partner must make all disclosures and obtain all consents necessary for SAPIO to conduct the monitoring activities contemplated in clause 6.1 of this Schedule 5 in respect of its Authorised Users.

7. INDEMNITY:

7.1  The Partner indemnifies SAPIO from and against all loss or damage that SAPIO suffers or incurs in connection with any breach of clause 1, 2, 3, 4, 6.1 or 6.2 of this Agreement by the Partner or any of its Personnel.

8. TERMINATION OF LICENCE:

8.1  SAPIO may terminate the licence granted under clause 2 of this Agreement at any time immediately without notice to the Partner if the Partner or any of its Authorised Users breaches the terms set out in this Agreement.

9. DEFINITIONS:

9.1  In this Agreement, the terms set out below have the following meanings:

Approved Purpose means creating, maintaining and/or deactivating records relating to the clients of the Partner.

Authorised User means a member of the Partner’s Personnel that the Partner authorises to access and use the SAPIO API.

Data Feed means the feed of data and information provided to the SAPIO API relating to clients of the Partner.

SAPIO API means any application programming interface that SAPIO makes available to the Partner from time to time in connection with this agreement.