Folio API License Agreement v1.01

Folio API License Agreement v2SJG 300922 CLEAN [2354-83702006-64]

Please read these API Terms of Use carefully before using the API. By using the API, You agree to be bound by the terms and conditions of these API Terms of Use. If You do not agree to the terms and conditions of these API Terms of Use You must not use our API for any purpose whatsoever.

In these API Terms of Use, We, Our, Ourselves, or Us means Folio and You, Your or API Licensee means the Customer.

  1. 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.

  2. These API Terms of Use

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

    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.

  3. 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

    1. that You are responsible for any use of the API using Your key.

  4. How You may use the API

    You must: (a) obtain end-user consent to allow Your Application to access the Platform through the API; and (b) ensure that Your use of the API complies with: (i) these API Terms of Use; (ii) all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant government, regulatory agency or other body; and (iii) any limits that We impose and communicate to You on the number or frequency of API requests.

  5. 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.

  6. Your rights to use the API

    In consideration of You performing Your obligations / paying the Fees payable in accordance with these API Terms of Use, We grant You a non-exclusive, revocable and non-transferable licence, without a right to sublicense to end-users, to use the API in relation to Our Platform for Your own internal business purposes and subject to

    the restrictions on use in these API Terms of Use. This means that: (a) We can decide to take the licence back from You at any time in the event that you breach these terms and following Our having notified you of such breach you fail to remedy that breach within such reasonable notice period as provided by Us (as is appropriate in the circumstances) or within 14 days; (b) You are not permitted to transfer Your rights to anyone else.

    If You breach these API Terms of Use, Your rights to use the API and the API Data will terminate if you fail to remedy such breach following notification by Us in accordance with the paragraph above, and We can shut down or restrict Your access to the API and/or Your API integration. Otherwise, this licence will continue until We terminate Your use in accordance with these API Terms of Use. Some obligations, such as those relating to privacy, data protection and confidentiality, will continue even after the licence has ended.

    If We permit You to allow a third party to benefit from the API, You shall ensure that such use: (a) does not exceed Your permitted use; (b) is controlled by You; (c) is otherwise subject to and in accordance with the terms of this Agreement. We may at any time have the right to access Your Application to ensure that You are complying with these API Terms of Use.

    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.

  7. 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.

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

  8. 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.

    You accept that the API is provided on an ‘AS IS’ basis and that (a) the API may not be free of bugs or errors and that the existence of minor bugs or errors shall not constitute a breach of these API Terms of Use; (b) You remain responsible for Your own hardware, content and any other data uploaded through the API; (c) 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, unless such fault is directly attributable to Us; and

    1. 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.

    We do not promise that the API shall be: (a) uninterrupted or error free; or (b) 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 We shall not be liable, nor be required to fix, any problem arising from: (a) any modification made to any part of the API by anyone other than Us without Our express prior written consent; or (b) 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 or representations and do not agree to any other terms and conditions and disclaim all warranties (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 and shall not be liable for any loss or damage arising out of any virus or other malicious code.

  9. Liability

    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 or wilful default).

  10. Indemnification

    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

    (c) any breach by You of any warranties or non-performance of any of Your obligations under these API Terms of Use.

    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).

  11. Termination

    Either party may, without prejudice to its other rights and remedies, by thirty (30) days’ notice in writing to the other party terminate these API Terms of Use.

    In the event of termination of this Agreement for any reason: (a) all licences granted to You under these Terms of Use shall terminate immediately; (b) You will within seven days return or destroy all of our Confidential Information and API Data in Your possession or under Your control and all copies of such information; and (c) all provisions of these Terms of Use shall cease to have effect, except that any provision which can reasonably be

    inferred as continuing or is expressly stated to continue shall continue in full force and effect.

  12. Updates to the API and these API Terms of Use

    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.

  13. Entire agreement

    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.

  14. General

    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.

  15. 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.