Vantage Online – API Terms of Use (for Partners)

Vantage Online  – API Terms of Use (for Partners)

Vantage Online is operated by Vantage Computing Limited (“we”, “us”).  We are a company registered in England and Wales under company number 02709295, and our registered office is at 1st Floor Meadow Barn, Fairclough Hall Farm, Halls Green, Herts, SG4 7DP.

These Terms of Use form a legal agreement between you and us for the installation, access and/or use of the Vantage Online Application Programme Interface (“Vantage Online API”) within your software application, website, product or service (as applicable).  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT INSTALL, ACCESS OR OTHERWISE USE THE VANTAGE ONLINE API.

We licence the installation, access to and/or use of the Vantage Online API to you on the basis of these Terms of Use.  We do not sell the Vantage Online API to you, and we remain the owners of the Vantage Online API at all times.

You should print and retain a copy of these Terms of Use for future reference.

 

1. Licence to use the Vantage Online API

a) In consideration of you agreeing to abide by these Terms of Use, we grant to you a non-exclusive, non-transferable, revocable licence to install, access and use the Vantage Online API to: (i) develop, test and support your own software application, website, product or service (as applicable); and (ii) allow end users to use your integration of the Vantage Online API within your software application, website, product or service (as applicable).

b) We may from time to time release subsequent versions of the Vantage Online API, and require that you use such versions at your sole cost and expense.  The licence granted in clause 1a shall apply to subsequent versions of the Vantage Online API.

c) You acknowledge that the Vantage Online API: (i) is provided “as is” and subject to the disclaimer in clause 6; and (ii) has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Vantage Online API meet your requirements. You further acknowledge that we are not obliged to offer or provide any support for the Vantage Online API.  

d) In the event that you provide us with any feedback relating to the Vantage Online API, you grant to us the perpetual right to use that feedback as we choose without any obligation to you.

 

2. Conditions of use

a) Except as expressly set out in these Terms of Use, you undertake not to use the Vantage Online API in any way which: (i) may harm, disrupt or otherwise interfere with us, our software, systems, networks or services; (ii) constitutes a violation or infringement of the rights of any person, firm or company (including but not limited to rights of copyright, privacy or confidentiality); (iii) is associated with a criminal offence, or for unlawful or illegal purposes; (iv) is intended for or results in the communication, transmission or receipt of any material which is defamatory or offensive or abusive or of an obscene, nuisance, hoax threatening or menacing character or to send or provide unsolicited advertising or promotional material; or (v) is other than in accordance with the Internet standards and acceptable use policies of any connected networks.

b) You further undertake that you will: (i) not copy, disassemble, decompile, reverse-engineer, make alterations to or create derivative works based on the whole or any part of the Vantage Online API nor attempt to do any such thing save to the extent permitted by applicable law; (ii) not take any action which may threaten or otherwise jeopardise the integrity, performance or reliability of the Vantage Online API (including without limitation seeking to circumvent any restrictions or limitations in the Vantage Online API, or introducing any destructive items such as viruses, worms, defects, trojan horses, malware); (iii) not request from the Vantage Online API more than the minimum data fields and application permissions that you need, or try to exceed or circumvent limitations on call and use; (iv) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Vantage Online API; (v) not seek to misrepresent or otherwise obscure your identity or the source of queries sent by your software application, website, product or service (as applicable); (vi) not remove, obscure or alter any of our terms and conditions or any links to or notices of those terms;  (vii) supervise and control the use of the Vantage Online API and ensure that it is used in accordance with these Terms of Use; and (viii) at all times comply with all applicable laws and regulations including without limitation those relating to privacy and data protection, technology control and export.

c) You acknowledge that you are and will at all times be fully responsible for your use of the Vantage Online API and the provision of your software application, website, product or service (as applicable) to your end users.  We accept no liability either to you or to any end user in connection with the provision of your software application, website, product or service (as applicable) whether or not such services utilise the Vantage Online API.

d) You will indemnify us against any claim brought by a third party, including all damages, liabilities, costs and expenses, including reasonable professional fees, arising from or in connection with (i) any breach by you of these Terms of Use; (iii) any misuse by you or your end users of the Vantage Online API; or (iii) the infringement of the intellectual property rights of any third party.

 

3. Intellectual Property Rights

a) You acknowledge that: (i) all intellectual property rights in the Vantage Online API throughout the world belong to us; (ii) rights in the Vantage Online API are licensed (not sold) to you; (iii) you have no intellectual property rights in, or to, the Vantage Online API other than the right to use it in accordance with these Terms of Use; and (iv) you have no right to have access to the Vantage Online API in source code form other than as expressly provided in these Terms of Use.

b) Any and all rights in the Vantage Online API not expressly granted to you under these Terms of Use are expressly reserved to us.

4. Security and Privacy

a) You must ensure, and you warrant to us, that your software application, website, product or service (as applicable) has been developed to operate with the Vantage Online API in a secure manner and that your network, operating system and software are properly configured to securely operate your software application, website, product or service (as applicable) and in accordance with applicable law.

b) We will only collect and use your personal data in accordance with our privacy policy which can be viewed at  https://www.vantagecomputing.co.uk/privacypolicy

c) To the extent that your software application, website, product or service (as applicable) requests permission to access, collect or transmit and end user’s personal data, you must comply with all relevant laws relating to privacy and data protection including without limitation: (i) all security requirements of such laws; and (ii) all requirements regarding the provision of information to end users regarding the access, collection or transmission by you of their personal data.  

d) Breach of this clause 4 will result in immediate termination of these Terms of Use.

 

5. Confidentiality

a) You must keep confidential, and shall not use for your own purposes (other than to exercise your rights under these Terms of Use) nor without our prior written consent disclose to any third party, all information of a confidential nature (including trade secrets and information of commercial value) which may become known to you and which relates to us, unless that information is public knowledge or already known to you at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms of Use, or subsequently comes lawfully into your possession from a third party. You must use your reasonable endeavours to prevent the unauthorised disclosure, use or access to any such information.

 

6. Limitation of Liablity and Disclaimer

a) We may in our sole discretion change the Vantage Online API in any way (including without limitation the addition or removal of any features, or the restriction of access to all or part of the Vantage Online API, or the requirement of payment of a fee where no fee was previously charged) or discontinue the availability of the Vantage Online API. Such action, or the exercise of any of our other rights under these Terms of Use, may be taken at any time and without notice to you.  We will not be liable to you in any way as a result of such change or discontinuance.

b) We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use for: (i) loss of profits, sales, business, or revenue, (ii) business interruption, (iii) loss of anticipated savings, (iv) loss or corruption of data or information, (v) loss of business opportunity, goodwill or reputation, or (vi) any indirect or consequential loss or damage.

c) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any event or act beyond our reasonable control including without limitation failure of public or private telecommunications networks.

d) Our maximum aggregate liability under or in connection with these Terms of Use whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £10. This does not apply to the types of loss set out in clause 8e.

e) We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

f) These Terms of Use set out the full extent of our obligations and liabilities in respect of the Vantage Online API. Except as expressly stated in these Terms of Use, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the Vantage Online API which might otherwise be implied into, or incorporated in, these Terms of Use whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 

7. Termination

a) We may, in our sole discretion, terminate or suspend these Terms of Use, including for the avoidance of doubt the licence and any rights granted to you herein, at any time, for any reason and without liability to you.

b) You may terminate these Terms of Use at any time by ceasing all use of the Vantage Online API.

c) Upon termination of these Terms of Use for any reason: (i) all rights granted to you herein shall immediately cease; and (ii) you must immediately cease all activities authorised by these Terms of Use.

 

8. Other Important Terms

a) Variation: We may amend, suspend or terminate these Terms of Use at any time.  If you continue to use the Vantage Online API after these Terms of Use have been changed, you will be deemed to have accepted the new terms.  If you do not agree to the new terms, you must immediately cease all use of the Vantage Online API.

b) Assignment: You are not permitted to assign, delegate or otherwise seek to transfer to any third party (including any affiliated or group company) your rights or obligations under these Terms of Use without our prior written consent.  We may at any time assign, delegate or otherwise transfer our rights or obligations under these Terms of Use in whole or in part, without notice to you.

c) Third Party Rights: These Terms of Use does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use.

d) No Waiver: No failure or delay by us to exercise any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise by us of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

e) Remedies: Except as expressly provided in these Terms of Use, the rights and remedies provided under these Terms of Use are in addition to, and not exclusive of, any rights or remedies provided by law.

f) No Partnership or Agency: Nothing in these Terms of Use is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

g) Entire Agreement: These Terms of Use and any documents incorporated by reference into these Terms of Use contain the whole agreement between the parties relating to the Vantage Online API and supersede all prior agreements, arrangements and understandings between the parties relating to the subject matter of these Terms of Use

h) Severance: If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use.

i) Survival: Any provision of these Terms of Use that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms of Use shall remain in full force and effect.

j) Governing Law: These Terms of Use and any dispute or claim arising out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

k) Jurisdiction: The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims).

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