Folio API License Agreement v1.01
Our API and how We work with You
Our application programming interface (API), includes any documents (electronic or otherwise) that come with the API. Our API is intended to be used as an interface between: (a) our services (the Folio Platform); and (b) Your Applications or services provided by You through Your Website or platform (Application).
As part of Your use of the API, You may access or otherwise use on Our Platform certain content, materials or data (API Data). The API Data does not include the “Data” as defined under the Folio Platform Terms of Service as the data inputted by the Customer, or by Folio on the Customer’s behalf or otherwise generated in respect to the Customer’s use of the Services or any “Attribute” as defined under the Folio Platform Terms of Service as an item of personal data or document image relating to an Individual.
Access to the API
You agree: (a) to access the API only using the API key that We give You; (b) to keep Your API key secure; and
that You are responsible for any use of the API using Your key.
How You may use the API
What the API must not be used for
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: (a) causes or is intended to cause annoyance, inconvenience or needless anxiety; (b) is harmful; (c) does or could potentially breach a legal duty to anyone else (including a duty of confidentiality); (d) may infringe the intellectual property rights (e.g. copyright, trade marks, patents, database rights, know-how and design rights) of anyone else (including Ours); (d) infringes or could potentially infringe a person’s right to privacy or any applicable data protection legislation.
You must also not: (a) distribute, license, sell, rent, lease or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the API; (b) modify, add to, or otherwise enhance the API; (c) 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 (d) infringe or copy Our code or content or the design of Our Platform.
Your rights to use the API
You are responsible for the actions or inactions of any third party You permit to access and benefit from the API as if they Were Your own.
Your rights to use API Data and other content
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. However, if this does happen, Your permission to use API Data will terminate, subject to our having given You 24 hours’ notice to cure such breach, and You having failed to do so to our reasonable satisfaction, and any copies made of API Data must be immediately destroyed.
We grant You a limited, non-exclusive, revocable, and non-transferable licence to download, copy, display, view and use the API Data for Your internal business purposes, provided that You shall not: (a) create permanent copies of the API Data (b) remove, alter, or cover up any trademark, copyright and other proprietary notices contained in the API Data; (c) without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the API Data, or use the Platform or any API Data in a way that inaccurately suggests an association between You and Us or Our licensors; or (d) otherwise use or exploit the API Data in any way for any purpose except as specifically permitted by these Terms.
You grant Us a royalty-free, non-exclusive, sub-licensable licence to use any content or material that You provide to Us through the API including end-user content or material and any data or analytics generated from the same for the purpose of providing services to You and for anonymous data analysis purposes relating to Our business, finance or technology, know-how, intellectual property rights, assets, strategy, products and 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.
Warranties, representations and disclaimers
You promise that Your use of the API will not infringe Our rights or anyone else's, nor will it breach any applicable laws or regulations.
We accept no responsibility for any liability that arises in connection with the theft of Your username or password by unauthorised third parties, unless such fault is directly attributable to Us.
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 or wilful default).
You agree to indemnify Us against all losses or damage We may suffer related to: (a) Your Application infringing the intellectual property rights of anyone else (including Us); (b) 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
Subject to the limitations of liability in the Folio Platform Terms of Service, we agree to indemnify You against all losses or damage You may suffer related to Our API or API Data infringing the intellectual property rights of anyone else (including You).
inferred as continuing or is expressly stated to continue shall continue in full force and effect.
We have the right to make changes to the API at any time and for any reason and notify you of those changes via e-mail, for reasonable business reasons. If any change We make is not acceptable to You, then You should stop using the API – Your continued use of the API means that You accept the change.
This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
Nothing in this Agreement shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between the parties for any purpose. For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. No party may assign, novate, transfer, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other's prior written consent or except as expressly permitted in this Agreement. No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law. Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this Agreement.
Governing law and jurisdiction
This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) provided that either party may enforce any judgement of the English courts in the courts of any jurisdiction.