MYCC Policy

TERMS AND CONDITIONS

MyCardChain Terms and Conditions
General principles

1. References to MyCardChain.com refer to a product of Spirimix Limited, Unit 9 Forest Industrial Park, Forest Road, Hainault, Essex IG6 3HL, UK.
2. Terms defined in here shall have the same meaning given in the Developers' Privacy Policy.
MYCARDCHAIN.COM TERMS OF USE ARE SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME IN OUR SOLE DISCRETION. WE WILL NOTIFY YOU OF (1) AMENDMENTS TO THESE TERMS OF USE; OR (2) ANY ADDITIONAL OR AMENDED OPEN SOURCE SOFTWARE LICENCE TERMS (AS REFERENCED IN CLAUSE 6.4); OR (3) THE PRIVACY POLICY, BY POSTING THEM TO THE API EXCHANGE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE OR THE RELEVANT OPEN SOURCE SOFTWARE LICENCE TERMS OR THE PRIVACY POLICY (AS AMENDED FROM TIME TO TIME), PLEASE DO NOT REGISTER FOR AN ACCOUNT OR ACCESS THE API EXCHANGE.
BY ACCEPTING THESE TERMS OF USE YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE TERMS OF THE MYCARDCHAIN.COM PRIVACY POLICY. YOU CAN VIEW THE PRIVACY POLICY BY CLICKING "THE POLICY URI" LINK ON THE API EXCHANGE.
How to use the API Exchange:
OPEN APIS: WE MAY EXPOSE CERTAIN APIS AS 'OPEN' APIS. THESE APIS MAY EXPOSE CONTENT WHICH IS OF LOWER SENSITIVITY AND/OR WHICH IS OUR PUBLICLY AVAILABLE INFORMATION. YOUR USE OF THIS CONTENT WILL BE SUBJECT SOLELY TO THE RELEVANT PROVISIONS OF THESE TERMS OF USE(INCLUDING THE OPEN API LICENCE). OTHER APIS / RESTRICTED APIS: OTHER APIS MAY ONLY VISIBLE FOR USE ON THE API EXCHANGE WHERE YOU HAVE PROGRESSED THROUGH OUR CUSTOMER CHECK PROCESSES AND ACCESS TERMS HAVE BEEN ENTERED INTO. IN SUCH CIRCUMSTANCES USE OF ALL APIS (INCLUDING OPEN APIS) WILL BE SUBJECT TO THE ACCESS TERMS AND THESE TERMS OF USE (AND, AS APPLICABLE, ANY OTHER AGREEMENTS WITH US). PLEASE READ THERE TERMS OF USE CAREFULLY. BY REGISTERING FOR A DEVELOPER ACCOUNT AND ACCESSING THE API EXCHANGE (AS DEFINED BELOW) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW.
FOR THE AVOIDANCE OF DOUBT, BY ENTERING INTO THESE TERMS OF CONDITIONS YOU CONFIRM AND WARRANT THAT YOU ARE NOT A "CONSUMER" (I.E. YOU ARE NOT AN INDIVIDUAL ACTING IN A NON-BUSINESS CAPACITY).
TO THE FULLEST EXTENT PERMITTED BY LAW, AND UNLESS EXPRESSLY SET OUT TO THE CONTRARY IN THESE TERMS OF USE OR ACCESS TERMS, ALL WARRANTIES AND TERMS WHICH WOULD OTHERWISE BE IMPLIED BY LAW, CUSTOM OR USAGE ARE EXCLUDED FROM THESE TERMS OF USE AND (I) ALL ACCESS TO THE API EXCHANGE AND MYCARDCHAIN.COM CONTENT IS MADE AVAILABLE TO YOU ON AN “AS IS” AND "AS AVAILABLE" MyCardChain.com API Exchange IS; (II) WE DO NOT GUARANTEE, AND YOU ACKNOWLEDGE AND AGREE, THAT ACCESS TO THE API EXCHANGE AND USE OF MyCardChain.com CONTENT MAY NOT BE CONTINUOUSLY AVAILABLE FOR USE OR WITHOUT INACCURACY OR DEFECT; AND (III) YOU AGREE THAT YOUR ACCESS TO THE API EXCHANGE AND USE OF MyCardChain.com CONTENT IS AT YOUR SOLE RISK.
MYCARDCHAIN.COM Summary
These Terms of Use form a legally binding document between us and you governing your access to:
(a)the MyCardChain.com API Exchange portal;
(b)MyCardChain.com API Exchange forums;
(c)to the extent permitted by us pursuant to these Terms of Use and any Access Terms:
(i)API(s); and
(ii)API Materials; and
(d)such other MyCardChain.com API Exchange portal content and functionality as we may, in our sole discretion, provide from time to time, together the MyCardChain.com API Exchange ("API Exchange").
By signing up for an Account and entering into the Access Terms:
(a)you indicate acceptance of these Terms of Use and warrant and represent to us that you are properly authorised to enter into these Terms of Use for and on behalf of the corporate entity which employs you or which you represent and that such entity has entered into the Access Terms (the "Corporate Participant"); or
(b)where you are acting in your own business capacity i.e. as a sole trader) you indicate acceptance of these Terms of Use and warrant and represent to us that you are properly authorised to enter into these Terms of Use as a sole trader and you have entered into the Access Terms in such capacity (the "Sole Trader"), each a "Corporate User".
Where you are signing up for an Account to access and use Open APIs only and have not entered into the Access Terms: (a)you indicate acceptance of these Terms of Use (including the Open API Licence at Annex 2) and warrant and represent to us that you are properly authorised to enter into these Terms of Use for and on behalf of the corporate entity which employs you or which you represent (the "Open API Corporate Participant"); or (b)(b) (where you are acting in your own business capacity i.e. as a sole trader) you indicate acceptance of these Terms of Use (including the Open API Licence at Annex 2) and warrant and represent to us that you are properly authorised to enter into these Terms of Use as a sole trader (the "Open API Sole Trader"), each an "Open API User".
References to "you" means the individual who has entered into these Terms of Use and unless we indicate otherwise, includes both Corporate Users and Open API Users.
Terms of Use
In consideration of granting you access to the MyCardChain.com API Exchange you agree as follows:
Account set up
To access the API Exchange, you must have an Account.
It is our decision, in our sole discretion, whether to provide you with an Account.
If we provide you with an Account, and (as applicable) if you are confirmed by the Corporate Participant to be an authorised representative of that Corporate Participant, you will be provided with a username and password and such other authentication information and / or technology as we may elect at our sole discretion (together your "login details"), you must treat such information as confidential in accordance with Clause 12.
Your access to and use of the API Exchange, is subject to the terms of these Terms of Use. You may only use or access the MyCardChain.com API Exchange as expressly permitted under these Terms of Use. Open API Users - Access and use of the API Exchange
Once you have been allocated an Account as or on behalf of an Open API User, you acknowledge and agree that: your initial level of access shall entitle you to: access and participate in developer forums; and access and use the Open APIs only and such Open API Materials as we make available to you; all further visibility and access you will have to Open API Materials, Open API(s) and MyCardChain.com Content from time to time shall be determined by us in our sole discretion where we permit you to access and use MyCardChain.com Content in respect of an Application by using an Open API and Open API Materials, we grant you a worldwide, non-exclusive, royalty-free, revocable, freely sub-licensable and transferable licence of IPR owned by us in such MyCardChain.com Content for you to use and display such MyCardChain.com Content for any purpose in respect of that Application provided that such licence shall be capable of amendment, suspension and / or termination by us on notice to you (to such extent and by reference to such time periods as we may determine in our sole discretion); your rights to use Intellectual Property Rights in and to Open API Materials, Open API SDKs, Open API(s) and MyCardChain.com Content shall be subject to the terms of the Open API Licence in Annex 2; you have been provided with and read the terms of the Open API Licence at Annex 2 of these Terms of Use and agree to comply with its terms (and, where you are an employee, director, representative or contractor of an Open API Corporate Participant, you agree that the Open API Corporate Participant is bound and subject to each obligation expressed to be owed by "you"). Where you enter (or, as applicable, a Corporate Participant enters) into Access Terms with us, your use of Open APIs, Open SDKs, Open API Materials and MyCardChain.com Content pursuant to this clause and the Open API Licence shall cease forthwith (without prejudice to accrued rights and obligations) and all subsequent use shall be governed by the Access Terms and the remaining relevant provisions of these Terms of Use. Corporate Users - Access and use of the API Exchange Once you have been allocated an Account and have entered into the Access Terms as or on behalf of a Corporate User, you acknowledge and agree that: your initial level of access shall entitle you to: access and participate in developer forums; and access and use such API Materials as we make available to you, solely for the purpose of enabling you to determine whether to develop Applications that integrate with our Systems for your (or your Corporate Participant's) purposes; all further visibility and access you will have to API Materials, API(s) and MyCardChain.com Content from time to time (whether for the Sandbox or for live use) shall be determined by us in our sole discretion (or shall be as otherwise expressly agreed with you (or your Corporate Participant) under the terms of the Access Terms); your rights to use Intellectual Property Rights in and to API Materials, SDKs, API(s) and MyCardChain.com Content shall be either: as an agent of, or a permitted sub-licensee of, a Corporate Participant which has entered into an API Licence and Access Terms with us; or where you are acting as a Sole Trader, as our licensee pursuant to and in accordance with the terms of the API Licence and Access Terms you have entered into with us; and you have been provided with and read the terms of the API Licence and agree to comply with its terms (and, where you are an employee, director, representative or contractor of a Corporate Participant, you agree that each obligation of the Corporate Participant under the API Licence shall be read as an obligation of you). All Users - Access and use of the API Exchange The MyCardChain.com API Exchange is accessible using the web browsers listed at the "Browser Support" section to be found at the "Support" section of the API Exchange portal. You are required to supply all software or hardware needed to access the API Exchange. In addition, you may be required to download and / or install additional software (e.g. certain software plug-ins or software applications) in order to access certain parts of the API Exchange. You will be responsible for your access and use of the API Exchange, including all activities that occur using your login details. You must comply with all email alerts and publications that we post to the API Exchange. You must comply with any acceptable use policies that we publish on the API Exchange from time to time. You must use the "Trouble Ticket Management" function on the MyCardChain.com API Exchange if you wish to raise any matter or query in respect of a MyCardChain.com API Exchange enhancement, defect or vulnerability. You retain all of your ownership rights in content you upload to forums, but you are required to grant us a perpetual licence to use, store and copy that content and to distribute and make it available to third parties. The rights you licence to us are further described in Clause 6.1. Any content you upload to the forums will be considered non-confidential and non-proprietary and may be published openly by us and you acknowledge that we and each other user do not owe you any obligation in respect of it. We may disclose your identity to any third party who is claiming that any content posted or uploaded by you to our forums constitutes a violation of their Intellectual Property Rights, confidentiality or any other right. We have the right to remove any content you make on the forums for any reason, including if, in our opinion, your content does not comply with our acceptable use policies. The views expressed by other users on our forums do not represent our views or values and we are not liable to you for the same. All Users - Prohibited activities These Terms of Use do not grant you a licence to launch an Application or to test an Application in the Sandbox, use the API Materials, API(s) or to use any MyCardChain.com Content contained in the API Exchange. Any such rights shall only be licensed in the manner described in Clauses 2 and 3. You must not use any part of the content on the MyCardChain.com API Exchange for commercial purposes without obtaining a licence to do so from us. Without prejudice to the terms of any Open API Licence, Access Terms or API Licence, you must not and you must not facilitate or enable others to: use the API Exchange in a manner that infringes the IPR, privacy, confidentiality or any other rights of any third party (or in a manner which otherwise breaches law or regulation); introduce a virus, worm, trojan, webbot, trapdoor or any other similar software or code into the API Exchange; use the API Exchange in a manner that may be regarded as being false or misleading to us; generate unnecessary or excessive calls or volumes of activity on or through the API Exchange; and / or use the API Exchange for any reason other than that for which your access was granted. You shall only use forums, newsfeeds and other interactive functionality relevant to an API for discussion (and interaction with other individuals) in respect of that API only. All Users - Ownership of the API Exchange When you post content to the forums, you grant to us with respect to such content a royalty-free, perpetual, non-exclusive, worldwide, fully and freely transferable and sub-licensable, irrevocable right and licence to use, store, copy, edit, modify, adapt, publish, reproduce, otherwise exploit, or display such content for any reason and in any manner we choose, in any form, medium or technology, without restriction and without compensation of any kind to you, and you waive all moral rights in such content. For the avoidance of doubt, on any termination of these Terms of Use, the API Licence or the Access Terms, the licence granted pursuant to this Clause 6.1 shall continue in perpetuity. You acknowledge that we (or our licensees) own all legal right, title and interest in the API Exchange (including its look and feel) and in the APIs, API Materials and MyCardChain.com Content (including without limitation all modifications and enhancements to the same). We (or our licensors) reserve all rights in and to the API Exchange. You must not place or create any claims, liens, or encumbrances on the API Exchange (including APIs, API Materials or MyCardChain.com Content contained within the API Exchange). You acknowledge that we are the owner or the licensee of all Intellectual Property Rights in material published on the MyCardChain.com API Exchange (including for the avoidance of doubt any comments posted by other developers on the forums). Those works are protected by copyright laws and treaties around the world. All such rights are reserved. To the extent any such Intellectual Property Rights vest in you, you hereby assign to us with full title guarantee by way of present and future assignment all right, title and interest, whether legal or beneficial, in all such Intellectual Property Rights throughout the world absolutely and to the fullest extent possible. You can not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API Exchange (or any of the APIs, API Materials or MyCardChain.com Content contained within the MyCardChain.com API Exchange) in whole or in part. Notwithstanding this, as part of any Sandbox or live use of your Application permitted or agreed by us, you shall be permitted to copy API client SDK into Application code solely for the purpose of making calls to the relevant API. In interfacing with the MyCardChain.com API Exchange or an API, you may access or otherwise use open source software and for this purpose you agree that you have read and shall comply with the licence terms accessible from the "Open Source" tab for each relevant API contained on the API Exchange (as may be supplemented or amended from time to time). You may print off one copy, and may download extracts, of any page(s) from our API Exchange for your own use and you may draw the attention of others within your organisation to content posted on the API Exchange. Our status (and that of any identified contributors) as the authors of content on the API Exchange must always be acknowledged. If you print off, copy or download any part of our API Exchange in breach of these terms of use, your right to use API Exchange will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. 7 Obligations and Warranties Your Obligations and Warranties You warrant, represent and undertake that: you have full power and authority, without requiring or obtaining the consent of any other person, authority or body, to enter into and perform your obligations under these Terms of Use; all information you give to us in connection with your access to the API Exchange will be accurate, correct and up-to-date; upon acceptance by you of these Terms of Use, these Terms of Use shall be valid and binding on you in accordance with its terms and shall not breach: where applicable, any provision of your Open API Corporate Participant's or Corporate Participant's memorandum or articles of association; or any agreement, licence or other instrument or of any order, judgment or decree of any court, governmental agency or regulatory body you are (or, where applicable, your Open API Corporate Participant or Corporate Participant is) a party to or that binds you; you agree that the you are not a "consumer" (i.e. you are not an individual acting in a non-business capacity) for the purposes of the EU Electronic Commerce Directive and that we need not make any disclosures or do any other thing that a non-consumer may agree not to require under any law implementing that Directive in any member state; and you will only access the API Exchange, and / or the resources contained within the API Exchange to which you have been granted authorised access. Our Obligations and Warranties To the maximum extent permitted by Law, and save to the extent expressly provided to the contrary in these Terms of Use or Access Terms, (i) all access to the MyCardChain.com API Exchange and MyCardChain.com Content is made available to you on an “as is” and "as available" MyCardChain.com API Exchangeis; (ii) we do not guarantee, and you acknowledge and agree, that access to the MyCardChain.com API Exchange and use of MyCardChain.com Content may not be continuously available for use or without inaccuracy or defect; and (iii) you agree that your access to the MyCardChain.com API Exchange and use of MyCardChain.com Content is at your sole risk. We warrant that we have full power and authority, without requiring or obtaining the consent of any other person, authority or body, to enter into and perform our obligations under these Terms of Use. If we perform any services for you not specifically set out in these Terms of Use, we shall carry them out with due care and skill, but make no other warranty or guarantee as regards to them or the outputs from them, and unless agreed otherwise, may charge you for such service on a time and materials MyCardChain.com API Exchangeis at our then current rates. To the fullest extent permitted by Law, unless expressly set out in these Terms of Use, all warranties and terms which would otherwise be implied by Law, custom or usage are excluded from these Terms of Use. You acknowledge that by entering into these Terms of Use with you we do not endorse your business, products or information in any way. The “links” tab on the MyCardChain.com API Exchange may contain one or more hyperlinks to third-party websites and services. We are not responsible for information gathered from, or the use of, any of these third-party websites and services. Modifications We may at any time and in our sole discretion modify, replace or upgrade the functionality, content or properties of the MyCardChain.com API Exchange (or any APIs, API Materials or MyCardChain.com Content contained within the API Exchange) ("Modifications"). Once we make a Modification we will notify you by posting information regarding the Modification on the API Exchange and a Modification shall be deemed accepted by you the next time you log-in to the API Exchange. We may, in our sole discretion, act on any suggestions you make about any aspect of the API Exchange (and any APIs, API Materials or MyCardChain.com Content contained within the API Exchange). If we do act on any such suggestion, we shall own, and to the extent of any interest you assign to us, all Intellectual Property Rights in that suggestion and our use or implementation of it. Term These Terms of Use shall take effect when we notify you that your Account has been set up. These Terms of Use shall continue in accordance with, and until terminated under, its terms. Data Protection The MyCardChain.com Privacy Policy governs use of your Personal Data and information provided to us (the “Privacy Policy”). By accepting these Terms of Use you also acknowledge that you have read and agree to the terms of the Privacy Policy. You can view the Privacy Policy by clicking "the Privacy Policy" link on the API Exchange portal You consent that we may use, store, republish and copy any Personal Data that you upload to the API Exchange (including in any forum comments) and that we may distribute and make it available to third parties in accordance with the licence granted in Clause 6.1. We will not be responsible, or liable to you for any Personal Data that you publish on the API Exchange. You acknowledge that our servers are hosted in England and any Personal Data that you upload to the API Exchange must comply with Laws governing the transfer of such Personal Data. Data You agree that the transmission of data via the API Exchange is subject to human error, machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. We will not be liable for any such errors, omissions, delays, or losses, unless caused by our wilful misconduct. When you access data (e.g. a guide, comment, or attachments to a guide or comment) on the API Exchange, a copy of that data may be copied to your computer (“cached”). Once pages and / or data has been cached on your computer, that data is beyond our control, and may be accessible to anyone with access to your computer. You assume all liability associated with any data cached on your local computer. We advise that you empty your web browser cache when you log out of the MyCardChain.com API Exchange. The API Exchange should only be used as a resource for accessing information, not a resource for information storage. You should implement security measures, to a level of good industry practice, to limit the impact of data loss (such as corruption or virus infection). Confidentiality Subject to Clauses 4.6, 4.8, 6.1, 6.2, 10.2 and 12.2, each Party must: keep the other's Confidential Information confidential and not disclose it to any third party; and ensure that its representatives, each person associated with it and the representatives of each associated person do the same. Either Party may disclose or allow disclosure of the other's Confidential Information: when disclosure is required by: Law; or the rules or order of any court, tribunal or agency of competent jurisdiction; to the extent the other's Confidential Information has become publicly available or generally known to the public at the time of the disclosure other than as a result of a breach of this Clause 12; or if it has the prior written approval of the other Party to the disclosure. We may disclose your confidential information to our officers, employees or professional advisers to the extent necessary to enable us to perform or enforce any of our duties or rights under these Terms of Use. You may disclose our Confidential Information to your Open API Corporate Participant or Corporate Participant (as applicable) or professional advisers to the extent necessary to enable you to perform or enforce any of your duties or rights under these Terms of Use. The duties in this Clause 12 shall continue to apply after these Terms of Use end without limit in time. Security Your login details are personal to you and may only be used by you during the Term to access the API Exchange. You must protect your login details from unauthorised use and keep them strictly confidential. If you have any reason to suspect that your Account and / or login details has been compromised then you must inform us immediately. You are responsible for: maintaining the confidentiality of your login details; and all activity engaged in using your login details and are deemed to have authorised all such activity. You must notify us immediately if you become aware of, or suspect, any breach of security to the API Exchange. You must not disclose your login details to any other person (including, as applicable, to any other representative of the Open API Corporate Participant or Corporate Participant). If you know or suspect that anyone other than you knows your login details, you must promptly notify us at api@MyCardChain.com.com We shall be entitled to rely on any action taken under your Account without further verification, and you shall be fully responsible for each such action. You are responsible for rectifying any breach of security promptly to our satisfaction and in any event within five (5) Business Days. From time to time we may issue user guides, terms of use or other communications relevant to your Account, you must ensure you comply with them. Liabilities and Indemnities To the maximum extent permitted by Law, and save to the extent expressly provided to the contrary in these Terms of Use or Access Terms, we disclaim any and all express or implied promises, representations, and warranties of any kind with respect to your access to the MyCardChain.com API Exchange and use of any MyCardChain.com Content, including but not limited to condition, conformity to any representation or description, compatibility with all equipment and software configurations, existence of any latent or patent defects, negligence, warranties of title, against infringement, and merchantability or fitness for a particular use or purpose. To the greatest extent permitted by Law, in no event will we or our third party providers be liable for any liabilities or losses (including Indirect Loss) whether MyCardChain.com API Exchangeed on contract, tort or any other legal theory, even if we have been advised of the possibility of such damages. Notwithstanding Clauses 14.1 and 14.2, any liability, including breach of contract, tort (including negligence and breach of statutory duty), misrepresentation or restitution, that we may have to you for any Loss arising out of or in connection with these Terms of Use, shall be limited in the aggregate to £500 (five hundred pounds). If a claim is made against us, you must assist us in the handling of the claim and we shall be entitled to settle, or otherwise deal with, such claim in our sole discretion. Nothing in these Terms of Use excludes or limits our liability for: injury or death caused by our negligence; Loss caused by our wilful default of, or fraudulent misrepresentation or fraudulent concealment; any breach of the obligations set out in Clause 12; and / or any other liabilities to the extent they cannot be excluded under Law. Suspension and Termination We may suspend your access to the API Exchange or terminate these Terms of Use (on such notice as we may elect in our sole discretion), if: you are in breach of any of the terms of these Terms of Use; where relevant, the Corporate Participant has breached the Access Terms; and / or you suffer a security breach that impacts on the confidentiality or integrity of the API Exchange. Without prejudice to Clause 15.1, we may terminate or suspend access to the API Exchange if in our sole reasonable opinion we have a legitimate concern about your access to the API Exchange. Either Party may terminate these Terms of Use without cause by giving not less than sixty (60) days' written notice to the other Party Where applicable, these Terms of Use will automatically terminate on termination or expiry of the Access Terms. Consequences of Suspension and Termination On termination of these Terms of Use: you shall (at our election) immediately return to us, destroy or permanently erase all property and materials containing, reflecting, incorporating or MyCardChain.com API Exchangeed on our Confidential Information or IPR which is in your possession or under your control. For the avoidance of doubt, you may retain such property and materials for as long as required by Law; the perpetual licence granted to us under Clause 6.1 shall continue in full force and effect; and we shall immediately disable your access to the API Exchange and cancel your Account. On suspension of these Terms of Use: we shall be entitled to disable your access to the API Exchange; and we shall suspend your Account. Suspension and termination of these Terms of Use shall not affect the continuing rights and obligations of the parties under Clauses 12, 14,17.4, 17.5 and 17.16 and this Clause 16. Miscellaneous Law and Compliance: You must at all times comply with all applicable Law. Relationship of the Parties: The Parties are independent persons and nothing in these Terms of Use shall be construed so as, or is intended, to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Relationship of the Parties: Nothing in, and no action taken under, these Terms of Use creates a relationship of principal and agent between any of the Parties or otherwise authorises any Party to bind the other Party. Disputes: You acknowledge that your breach or your Open API Corporate Participant's or Corporate Participant's (as applicable) breach of any of the provisions of these Terms of Use may cause immediate and irreparable harm to us for which we may not have an adequate remedy in money or damages. We will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you or your Open API Corporate Participant or your Corporate Participant the costs incurred in seeking such an injunction. Our right to obtain injunctive relief will not limit our right to seek or obtain further remedies. Force Majeure: We shall not be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of our obligations under these Terms of Use if such delay or failure result from events, circumstances or causes beyond our reasonable control. Third Party Rights: A person who is not Party to these Terms of Use may not enforce any term of these Terms of Use under the Contracts (Rights of Third Parties) Act 1999. The Parties may change any term and may rescind these Terms of Use without the consent of any person who is not a party to these Terms of Use. Notices and Communications: We may send notices to you using the details (including email address) specified during your enrolment for an Account. Notices and Communications: You, as or on behalf of a Corporate User, may provide notices to us using the contact details provided in the Access Terms or otherwise to your Corporate Participant's appointed relationship manager. You, as or on behalf of an Open API User, may provide notices to our registered office address from time to time. Notices and Communications: : Notices shall be effective: at the time of personal delivery; at the time of sending, if sent by an electronic service; at the time of sending, if sent by fax or email before 6.00 pm on a Business Day (otherwise on the next Business Day); or on the second Business Day after posting. Assignment: You are not entitled without our prior written consent to: assign, transfer, or permit the exercise by any person of any of, your rights under these Terms of Use; or transfer or subcontract any of your obligations under these Terms of Use. Assignment: We may freely sub-contract, assign or novate these Terms of Use and our rights and benefits under it to any MyCardChain.com Group company or to any third party. Entire Agreement: These Terms of Use, together with the documents referred to in it, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters. Entire Agreement: Each of the Parties acknowledges and agrees that in entering into these Terms of Use it does not rely on and shall have no remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) not set out in these Terms of Use. The only remedy available to either Party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of these Terms of Use. Entire Agreement: Nothing in Clauses 17.12 and 17.13 shall operate to exclude any liability for fraud. Further Assurance: Each Party shall, and shall use reasonable endeavours to procure that any necessary third parties shall, properly execute and deliver such documents and perform such acts as may be reasonably required for the purpose of giving effect to these Terms of Use. Governing Law and Jurisdiction: These Terms of Use and any non-contractual obligations arising or matters from it or its performance are governed by English law. Subject to Clause 17.4, the English courts shall have exclusive jurisdiction. Annex 1 - Definitions and Interpretation Definitions In these Terms of Use, the following definitions apply: "Access Terms" means any access terms agreement with such title entered into by the Corporate Participant or you as a Sole Trader. "Account" means your account set up with us to enable you to access the API Exchange. "Application" means your smartphone or tablet software application or mobile website that is developed by you, or on your behalf, to interact with API Materials and API(s). "API" means, in respect of a MyCardChain.com product, function, process or application, software and / or code that allows external systems, such as the Application, to communicate in accordance with strictly defined parameters with relevant components of our Systems which relate to that product, function, process or application (as more particularly described in the "API catalog" section of the MyCardChain.com API Exchange). "API Licence" means the licence relating to the use of the API Exchange, the APIs and the API Materials granted under the "API Licence" annex of the Access Terms. "API Materials" means all information made available to you by us in respect of an API, including: API descriptions; all operations information relating to an API; all details of the parameters for calls and responses from and to a particular API; all SDKs; all user guides, test scripts and any other documentation we provide to you to facilitate your use of the APIs; all developer comments and forum content relating to the relevant API; and any other software code or information made available in relation to an API through the API Exchange portal. "MyCardChain.com Content" includes without limitation any IPR, scripts, software, text, interfaces, data, source code, logos, videos, images, audio or video contained in the MyCardChain.com API Exchange, or otherwise accessed through, the MyCardChain.com API Exchange or any API. "MyCardChain.com Group" means any holding company or subsidiary company (as defined in section 1159 of the Companies Act 2006) of MyCardChain.com PLC. "Business Day" means any day other than Saturday, Sunday or a bank holiday in England. "Confidential Information" means all information a Party obtains as a result of entering or performing these Terms of Use which relates to any of: the negotiations leading up to, and the provisions or subject matter of, these Terms of Use or any ancillary matter; and the other Party's business, customers (including beneficiaries), financial or other affairs. For the avoidance of doubt the details contained within the API Exchange (and any API Materials, APIs or MyCardChain.com Content contained within the MyCardChain.com API Exchange) shall constitute our Confidential Information. "Indirect Loss" means all consequential loss including all consequential economic loss and loss of profit, revenue, margin, use, production, opportunity, contract, goodwill, business or anticipated savings. "Intellectual Property Rights" or "IPR" means any right, title or interest in: patents, trade marks, trade names, goodwill, registered designs, design rights, semiconductor topography rights, dataMyCardChain.com API Exchangee rights, copyrights (including in computer software) and other forms of intellectual or industrial property (in each case in any part of the world), whether or not registered or registrable for their full period of registration with all extensions, renewals and revivals, and including all applications for registration licences, permissions and consents or otherwise; inventions, formulae, confidential information, trade secrets (including know-how or secret processes); and any similar or equivalent rights and assets which may now or in the future subsist anywhere in the world. "Law" means any applicable statute, subordinate legislation, by-law, mandatory code, regulation, order or applicable judgment of a relevant court of law. "Loss" means any kind of loss or damage, including any cost, expense (including legal fees), payment, liability (including contingent and prospective liabilities), claim, judgment, demand or other liabilities. "Open API" means an API for Systems provided by MyCardChain.com that we classify as "open". "Open API Licence" means the licence relating to the use of the API Exchange, the Open APIs and the API Materials granted under Annex 2 of these Terms of Use. "Open API Materials" means any API Materials relating to an Open API. "Open API SDK" means any SDK relating to an Open API. "Parties" means the parties to these Terms of Use, each "a Party". "Personal Data" has the meaning ascribed to it in the Data Protection Act 1998. "Sandbox" means a test area using dummy data in which we may allow you on behalf of the Corporate Participant or as a Sole Trader to test the Application and use relevant API Materials to interact with an API. "SDK" means the API programming guides, sample code, tools and information we may make available to you in the API Exchange, or by other means from time to time, for the purpose of using API(s). "System(s)" means any of our systems or applications that we may open to you by means of an API. "Term" means the term of these Terms of Use, commencing in accordance with Clause 9 and ending when these Terms of Use are terminated. "we", "us", "our" means MyCardChain.com PLC. "you" means the individual who has entered into these Terms of Use. Interpretation In the event of conflict between: these Terms of Use and the Access Terms, the Access Terms shall prevail; and these Terms of Use and the Open API Licence, the Open API Licence shall prevail. The word "person" includes each of the following, even if they have no separate legal personality: an individual, firm, partnership, trust, joint venture, body corporate, unincorporated body, association, organisation or any government, state or local body or authority. The term in "writing" means any communication made on paper, by email or by fax. Headings are for ease of reference only and to be ignored when interpreting these Terms of Use. References to these Terms of Use (including the Annexes, the Privacy Policy and Access Terms) are references to these Terms of Use (including the Annexes and Appendices), the Privacy Policy and the relevant Access Terms as varied, novated, supplemented or replaced from time to time. References to any Clause, recital or Annex are to those contained in these Terms of Use. All of the Annexes are an integral part of these Terms of Use. Reference to any gender includes the others. The Ejusdem Generis rule does not apply to the interpretation of these Terms of Use. The words "include", "including" and "in particular" indicate examples only. They do not limit the general nature of any preceding words. A phrase finishing with the words "or other" or "otherwise" is not limited by any preceding words where a wider interpretation is possible. Where these Terms of Use define a word or expression related words and expressions have a consistent meaning. A day means the 24 hours from midnight to midnight. Reference to a date is to the corresponding day. References to time are to the time in London. Annex 2 - Open API Licence Background This Open API Licence (the "Open API Licence") is an Annex to the Terms of Use and, accordingly, forms part of the Terms of Use and constitutes part of a legally binding agreement between us and you. The terms set out in this Annex shall apply on and from the date on which the Terms of Use are entered into by you and us. Open API Licence In consideration of us granting you access to the API Exchange, you agree as follows: Interpretation The definitions and rules of interpretation set out in Annex 1 to the Terms of Use apply to this Annex. In addition definitions and rules of interpretation that only apply to this Open API Licence are set out in the definitions and interpretation appendix to this Annex 2. In the event of a conflict between this Open API Licence and the Specific Guides and Terms, the Specific Guides and Terms shall prevail. Use and Guidelines Permitted Uses: General Your use of the API Exchange, Open API Materials, Open API SDKs, Open API(s) and MyCardChain.com Content is permitted only for the purpose of facilitating each relevant Application to interface with our Open API(s), and only in the manner permitted by the functionality of the respective System and by the applicable terms of the Terms of Use (including the terms of this Annex). Permitted Uses: Access to API Exchange On entry into the Terms of Use you may use the API Exchange and such Open API Materials and relevant Open API SDK(s) as we make available to you for the purpose of assessing the feasibility of and developing an Application that interacts with certain of our Systems. You are solely responsible for the development, testing and operation of each Application and you must ensure that each Application complies with all Laws and any Specific Guides and Terms we provide to you from time to time. Permitted Uses: Application Development and Testing If we accept your request to use the Open API we will provide you with the applicable Security Materials (as defined in paragraph 3.3 of this Annex). We reserve the right at any time and for any purpose (and on receipt of our request you shall promptly undertake all necessary steps to allow us to) test the Application, or carry out further tests, as we deem necessary in order to validate that the Application meets any of our requirements, and to ensure that it does not pose a danger to any of our Systems or any System User. Where any tests identify any weakness, non-compliance or any adverse finding (a "Test Failure"), to the extent you are using an Application with any MyCardChain.com Content, you must promptly rectify such Test Failure to our satisfaction and then re-test the Application, which we may require to be undertaken in a sandbox environment. Such re-testing will be subject to demand and availability of any sandbox environment. Our testing of the Application is not and shall not be construed as an endorsement by us of the Application and / or as our taking any responsibility for the Application. Open API Licence - Using the API Exchange We grant to you a royalty free, non-exclusive, non-transferable, non sub-licensable, revocable, limited licence from the date of entry into the Terms of Use, solely for you to use the IPRs in the MyCardChain.com API Exchange and in such Open API Materials as we make available to you: to access the API Exchange and participate in forums; and for the purpose of enabling you to determine whether to develop Application(s) that integrate with our Systems and to undertake that development work. All rights not expressly granted to you are reserved by us. For the avoidance of doubt, you may only use or access, the Open API Materials, Open APIs and MyCardChain.com Content as expressly permitted under this Open API Licence and the other provisions of the Terms of Use. You are responsible for configuring your information technology, computer programmes and platform in order to access and use the Open API Materials, Open APIs and / or MyCardChain.com Content. Access Keys and Security You must at all times comply with the provisions of the Security Appendix and Code of Connection. We will provide you with and you must use Access Keys that will enable you to interface with the applicable Open APIs in accordance with this Open API Licence. You acknowledge that we may deploy a range of security techniques and technologies to intermediate, enhance or facilitate the Security Materials described in paragraph 3.3 below. A reference to "Security Materials" shall be deemed to include a reference to any such security techniques or technologies. When handling Access Keys, keyed-hash message authentication codes and / or digital signatures ("Security Materials") you must at all times comply with the provisions of the Security Appendix, Code of Connection and any applicable guides that we may provide to you from time to time. The Security Materials are our property and we may revoke, disable or suspend them on such notice as we deem fit if: you share them with any third party; they are compromised; you breach any term of this Open API Licence or Terms of Use; or this Open API Licence is terminated. You are responsible for: maintaining the confidentiality and integrity of your Security Materials; and all activity engaged in using your Security Materials and are deemed to have authorised all such activity. You shall regularly carry out checks for any compromises of the Security Materials (including querying relevant certification authority revocation lists and / or similar repositories in respect of each communication with our Systems) and shall notify us immediately if you become aware: of any revoked or invalid certificate which is, or is used in respect of, any Security Material; of any loss, corruption, inoperation or unauthorised use of the Security Materials; of any breach of security regarding any Open API Materials; and / or that you have breached or are unable to continue to comply with the applicable Open API guides, Code of Connection and / or Security Appendix, and, as applicable, promptly revoke, or arrange for the revocation of, any certificate in respect of a compromised Security Material. In the event of any of the events in paragraph 3.6 occurring, you will take all necessary steps to prevent the relevant event continuing and will promptly take all such other steps as we require of you in respect of such matter. Prohibited Activities You must not, and you must not facilitate or enable others to, use the API Exchange, any Open API Materials, any Open API or MyCardChain.com Content or otherwise develop an Application: to spam or harass System Users; to confuse or mislead System Users about the source or purpose of the Application or MyCardChain.com Content; to attempt to conceal your identity of the Application; in any manner or any purpose that violates any Law or regulation, or any rights of any person, including but not limited to Intellectual Property Rights, privacy rights or any other rights of third parties; in any manner that adversely impacts the stability of our servers or adversely impacts the behaviour of other applications using our APIs; to distribute, publish, or allow access or linking to the Open API Materials or any Open API from any location or source other than the Application; to copy, distribute or modify the Open API Materials or MyCardChain.com Content in any manner not permitted by the Terms of Use (including this Open API Licence); collect or store System User IDs and passwords; collect the information, including personal data, of any System User other than as expressly provided in the Specific Guides and Terms; modify, decompile, reverse engineer or otherwise alter the Open APIs or Open API Materials; to violate this Open API Licence or any other Specific Guides and Terms; and introduce a virus, worm, trojan, web bot, trapdoor or any other similar software or code into the Systems, APIs or API Materials. You agree that you shall not export, directly or indirectly, any information, data or software provided or made available to you under the Terms of Use in breach of any Law ("Export Control Laws") to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. You further undertake: to contractually oblige any third party to whom you are permitted to disclose or transfer any such data, information or software under the terms of this Open API Licence to make an undertaking to you in similar terms to the one set out in paragraph 4.2 above; and if requested, to provide us with any reasonable assistance, to enable us to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws. Modifications and Support We may at any time and in our sole discretion modify, replace or upgrade any element of the Open API Materials, any Open API or any MyCardChain.com Content ("Modifications"). Once we make a Modification, we will make available the new versions of the Open API Materials, Open API or MyCardChain.com Content on the API Exchange and may additionally notify you of specific Modifications to the Open APIs which you are using. A Modification shall be deemed accepted by you when you use the revised or supplemented Open API Materials, Open API or MyCardChain.com Content or when you next log-in to the MyCardChain.com API Exchange. We may, in our sole discretion, act on any suggestions you make on any aspect of the Open API Licence, Open API Materials, Open API or MyCardChain.com Content. If we do act on any such suggestion we shall own, and to the extent of any interest you assign to us, all Intellectual Property Rights in that suggestion and our use or implementation of it. We may provide you with support or modifications for the Open API Materials (collectively, "Support"), in our sole discretion, and may terminate such Support at any time without notice to you. We may change, suspend, or discontinue any aspect of the Open API Materials, Open API or MyCardChain.com Content at any time, including the availability of any Open API Materials and Open APIs. We may also impose limits on certain features and services or restrict your access to parts or all of the Open API Materials, Open APIs or MyCardChain.com Content without notice or liability. Term This Open API Licence shall take effect on the date on which the Terms of Use come into effect. This Open API Licence shall be co-terminus with the Terms of Use. For the avoidance of doubt, if your rights to access the API Exchange are suspended or terminated under the Terms of Use, all rights granted to you under this Open API Licence shall be immediately suspended or terminated. Termination Termination of the Open API Licence In addition and without prejudice to the rights set out in the Terms of Use, we may suspend your ability to use the Open API Materials, any Open API or MyCardChain.com Content, or terminate this Open API Licence: if you commit a material breach of any provision of this Open API Licence or the Terms of Use; you suffer a security breach that impacts on the confidentiality or integrity of the API Materials, an API or MyCardChain.com Content; and at any other time for any reason. Consequences of termination On termination of this Open API Licence you will: immediately cease to use the Open API Materials, Open APIs or MyCardChain.com Content; also ensure that any third party previously authorised by us will immediately cease to use the Open API Materials, Open APIs or MyCardChain.com Content; and immediately return to us, or on our instructions, destroy or permanently erase all materials containing or MyCardChain.com API Exchangeed on any Open API Materials. Appendix 1 - Definitions and Interpretation Definitions In this Open API Licence, the following definitions apply: "Access Keys" means security keys we provide to you to facilitate your use of the Open API interfaces and to permit the Application to communicate and interface with the Open APIs and Systems. "Code of Connection" means the terms set out in Appendix 2, together with such supplementary or alternative code of connection terms as we may notify to you from time to time (which, for the avoidance of doubt may be API-specific or general). "Open API" Means an API for Systems provided by MyCardChain.com that we classify as "open". "Open API Materials" means any API Materials relating to an Open API (including, for clarity, any Security Materials). "Open API SDK" means any SDK relating to an Open API. "Security Appendix" means the Code of Connection and such supplementary or alternative security terms as we may notify to you from time to time (on the API Exchange or otherwise). "Specific Guides and Terms" means any terms that govern the interaction with any of our Systems and / or any use of a relevant Open API, as may be notified to you from time to time (on the API Exchange, our API Exchange faqs or otherwise). "System Users" means any individual that downloads, interrogates or uses a System. Appendix 2 - Security Code of Connection At all times during the Term, you must comply, and / or ensure that the Application complies, with the requirements set out in the Code of Connection. In addition to the Code of Connection: you must at all times ensure that the Application is secure from unauthorised access and use industry standard software to ensure that it is free from viruses; you shall, and shall procure that any third party integrator authorised by us in writing shall, implement administrative, physical and technical safeguards to protect the Application that are no less rigorous than accepted industry practices (including ISO 27001, ISO 27002 and ISO 11568-2), and shall ensure that all such safeguards, including the manner in which information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms of this Open API Licence; at a minimum, you shall (and shall procure that any third party integrator authorised by us in writing shall) impose the following safeguards for the purpose of protecting the Application which shall include: limiting access of the Application to authorised employees; securing business facilities, data centres, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; implementing network, device application, dataMyCardChain.com API Exchangee and platform security; securing information transmission, storage and disposal; implementing authentication and access controls within media, applications, operating systems and equipment; implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks on employees; providing appropriate privacy and information security training to your employees. In the event you discover a (suspected or actual) security API or API Exchange vulnerability or defect, you should notify us as soon as possible. To do this, please email APISupport@MyCardChain.com.com (or such other email address as we may notify to you from time to time). Please include a detailed summary of the issue you discovered. Be sure to include an email address when we can reach you in case we need more information.