Terms of Service

Last changed date: 10 July, 2019

Effective date: 10 July, 2019

Introduction

We’re really happy to see you here. Please read this Terms of Service (the “Agreement”) carefully before you use our APIs (Application Provider Interfaces). By using the APIs, you are confirming that you have read, understood, and agreed to the Agreement. Because it’s so important, we’ve tried to make it as easy as possible to understand, and so at the start of each section we have included a short (and non-binding) summary.

Definitions

Summary: We use these terms throughout the Agreement as shorthand, and when we do so, we mean these specific things:

Agreement, Terms of Service
The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this Terms of Service document and includes all the other referenced operating rules, policies (including the Electra Privacy Policy and other documents referenced in the Entire Agreement section.
Occasionally, Our other Websites may provide different or supplementary Terms of Service. If those terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
Application
The software, service, mobile app, website, or other integration that You develop for use by Users.
Data
Any electronic information that is stored, transmitted, or processed.
Electra, Us, Our, and We
These terms refer to Electra Group Limited, as well as Our affiliates, directors, Board, the Electra Trust, and Our employees.
Service
The “Service” refers to the applications, software, products, and electronic services provided by Us.
User
The end-user, person or entity consuming Your application.
Website
The “Website” refers to all content and services provided at the electra.co.nz website, including any subdomains, or information provided by Us via the internet.
You, Your
These terms refer to the individual person, company, or organisation that has visited or is using the Website or Service.

Agreement of Terms

Summary: You agree to these Terms of Service when using any of our APIs, including use of the API through a third party product that accesses our Service.

By accessing or using the Service, You are entering into a legally binding agreement with Us that is governed by the Agreement. Your license to access Our Service is limited and subject to compliance with the Agreement.

If You are an individual representing an entity, You acknowledge that You have the appropriate authority to accept this agreement on behalf of such entity. You may not use the licensed material and may not accept these Terms of Service if You are not of legal age to form a binding contract, or You are barred from using or receiving the licensed material under applicable law.

Ownership and Proprietary Rights

Summary: We own the Service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

You own whatever you develop, we’re not trying to take it from you.

Subject to the restrictions below, We grant You a non-exclusive, worldwide, non-transferable, limited license to access Our Service and documentation only as necessary to develop, test and support an integration of Your application with the Service.

Our rights to content

We retain ownership of all intellectual property rights of any kind related to the Service. We reserve all rights that are not expressly granted to You under this Agreement or by law.

Reservation of Rights

You retain Your ownership rights in Your Application and We own and will continue to own Our APIs, documentation and Service, including all related intellectual property rights therein. All of Our rights not expressly granted by the Contract are hereby retained.

We reserve the right to do any of the following with or without notice:

  1. Charge fees for access to any of the Service;
  2. Offer or cease to offer support for the Service;
  3. Modify the Service and require You to use those subsequent versions;
  4. Require You to use the Service in a different manner;
  5. Remove (or deprecate) any of the Service at Our sole discretion;
  6. Independently develop products or Service that may compete with Your and/or Integrations or other products and Services;
  7. If We determine that Your use of the Service is against the interests of Us or Our Customers, We reserve the right to deactivate any Developer Credentials You have obtained from them, block Your IP address, or otherwise prevent Your use of the Service.

We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. Where reasonably possible, We will give You prior notice of the disclosure. You will comply with all applicable laws in Your use of the Developer Tools and Content, including any applicable export laws.

Privacy

Summary: We care about your privacy. You need to care about the privacy of your users as well.

If You offer Your Application for use by others outside Your organisation, You must maintain a User Agreement and Privacy Policy for Your Application, which is prominently identified or located where Users download or access Your Application.

Your privacy policy must meet applicable legal requirements and accurately describe the collection, use, storage and sharing of Data in clear, and understandable terms.

You must promptly notify Us in writing via email to feedback@electra.co.nz of any breaches of Your User agreement or privacy policy.

Except as otherwise permitted, such as by law or by a license, You must limit Your usage of the User Personal Information or User-Generated Content You collect to that purpose for which the User has authorised its collection.

Your privacy policy must be at least as stringent and user-friendly as Ours.

Deletion of User Data

You must provide Users with a method of deleting any User Personal Information or User-Generated Content You have collected through Your Application after it is no longer needed for the limited and specified purposes for which the User authorised its collection, except where retention is required by law or otherwise permitted, such as through a license.

You must immediately delete all Content and User Data if We terminate Your use of the Service, except when doing so would cause You to violate any law or obligation imposed by a governmental authority.

Security

Summary: You should be taking care to make sure that your apps are built so that they can’t be hacked. Occasionally mistakes happen, we understand that, and we want to work with you if they do.

You must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, or accidental loss, alteration, unauthorised disclosure or access, presented by processing the User Personal Information or User-Generated Content.

You will always use and have in effect, appropriate administrative, physical, and technical safeguards that

  1. meet or exceed industry standards with respect to the sensitivity of the Data You are accessing or providing;
  2. are compliant with applicable laws and regulations (including data security and privacy laws and regulations); and
  3. are designed to prevent unauthorised access, use, processing, storage, destruction, loss, alteration, or disclosure of personal data.

You will keep all Developer Credentials that We issue to You confidential and not make them publicly available or disclose them to third-parties.

You will work with Us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder.

If Your Application and/or Integration experiences a security deficiency or intrusion, You must coordinate with Us on any public statements (e.g. press, blog posts, social media, etc.) before publication.

All Data should be stored and served using strong encryption.

Acceptable Use

Summary: We want you to use our Service for good. While using it, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the Service, and other limitations.

In short, be excellent to each other.

Content Restrictions

You agree that You will not under any circumstances upload, post, host, or transmit any content that:

  1. is unlawful or promotes unlawful activities;
  2. is discriminatory or abusive toward any individual or group;
  3. is or contains sexually obscene content;
  4. is libellous, defamatory, threatening, abusive, harassing, stalking or fraudulent;
  5. gratuitously depicts or glorifies violence, including violent images;
  6. contains or installs any active malware or exploits, or uses Our platform for exploit delivery (such as part of a command and control system);
  7. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights; or
  8. use the Service in any Application that includes or advertises adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation.

Further, You will not:

  1. access the Service in violation of any law or regulation;
  2. access the Service in any manner that
    1. compromises, breaks or circumvents any of Our technical processes or security measures associated with the Service,
    2. accesses data not intended for You or Your Users;
    3. poses a security vulnerability to customers or users of the Service, or
    4. tests the vulnerability of Our systems or networks;
  3. access Our APIs or documentation in order to replicate or compete with the Service;
  4. attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of Our APIs or Service;
  5. attempt to use Our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage; or
  6. engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the Service, Us, Users, or the public

Conduct Restrictions

While using the Service, You agree that You will not under any circumstances:

  1. harass, abuse, threaten, or incite violence towards any individual or group, including Us or other users;
  2. use Our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through Our servers, such as get-rich-quick schemes;
  3. attempt to disrupt or tamper with Our servers in ways that could harm Our Website or Service, to place undue burden on Our servers through automated means, or to access the Service in ways that exceed Your authorisation;
  4. impersonate any person or entity, including any of Our employees or representatives, including through false association with Us, or by fraudulently misrepresenting Your identity or site's purpose;
  5. violate the privacy of any third party, such as by posting another person's personal information without consent; or
  6. use the Service in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this Agreement other agreements to which You are subject.

You are responsible for making sure that Your use of the Service is in compliance with laws and any applicable regulations.

No Abuse or Overuse of the Service

You will not attempt to exceed or circumvent limitations on access, calls and use of the Service, or otherwise use the Service in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement.

Abuse or excessively frequent requests to the Service may result in the temporary or permanent suspension of Your Account's access to the Service.

We, in Our sole discretion, will determine abuse or excessive usage of the Service.

Monitoring

Summary: We track usage on our systems so we can see where we can improve, and so that we can spot any unusual behaviour that might indicate an attack.

You agree that We may monitor Your use of the Service to ensure quality, improve Our products and services, and verify Your compliance with the Agreement.

You agree to assist Us with this monitoring by providing Us with information about Your Application and/or Integration, data security and protection practices, and storage of Data, which may also include access to Your Application and/or Integration and other materials related to Your use of the Service.

Publicity

Summary: We’re really pleased you’re using our Service. We want more people to join in as well, so we might use your stuff in some adverts to let other people know what cool things can be done with it.

You grant Us the right to use Your company name and logo as a reference for marketing or promotional purposes on Our Website and in other public or private communications with Our existing or potential developers and customers, subject to Your standard trademark usage guidelines as provided to Us from time-to-time.

You grant to Us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from Your Application and/or Integration, as well as to use Your company or product names and logos, in order to promote, market, and demonstrate the Service.

During the term of this Agreement, You may use Our trademarks as long as You follow the usage requirements in this section. You must:

  1. only use the images of Our trademarks that We make available to You, without altering them in any way;
  2. only use Our trademarks in connection with Your Application and/or Integration; and
  3. immediately comply if We request that You stop using Our marks.

You must not:

  1. use Our trademarks in a misleading or disparaging way;
  2. imply identification with Us as an employee, contractor, agent, or other similar representative capacity;
  3. use Our trademarks in a way that implies We endorse, sponsor, or approve of Your services or products (unless authorised by Us in writing or in another agreement); or
  4. use Our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Commercial Use

Summary: We know you worked hard on your application, and we know you would probably like to get some money for that work. That’s fine. But you can’t charge people to access our Service – and we don’t want our name to be associated with some types of advertising.

You may charge for Your Application; however, You may not sell, rent, lease, sublicense, redistribute, or syndicate access to Our Service.

No Resale.

These Terms do not grant You the right to distribute or resell Our Products or Services, nor do they create any binding commitment on behalf of Us.

Advertising.

You may place advertisements on and around Your Application. However, You may not:

  1. Use advertisements that may resemble or be reasonably likely to confuse Users as being a message from Electra;
  2. Use Data or any content from Us in any advertisements or for purposes of targeting advertisements, in Your Application or elsewhere; or
  3. Display advertising for any goods or organisations that do not meet the requirements of the Content Restrictions clause of this Agreement.

Relationship of the Parties; No Third Party Beneficiaries

Summary: You’re using our Service to create something great. And you’re following this Agreement to do so. But that doesn’t mean we’ve gone into business together.

You and We agree that no joint venture, partnership, employment, or agency relationship exists between us.

You must not hold Yourself out as collecting any User Personal Information or User-Generated Content on Our behalf. You must provide sufficient notice of Your privacy practices to the User, including posting a privacy policy.

Limitations and warranties

Disclaimer of Warranties

Summary: Our Service is still evolving, and we need the flexibility to occasionally make changes to our APIs, including ones that might break things.

We provide the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, We expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Electra does not warrant that the Service will meet Your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from Your downloading and/or use of files, information, content or other material obtained from the Service.

Limitation of Liability

Summary: We will not be liable for damages or losses arising from your use or inability to use the Service or otherwise arising under this agreement.

Please read this section carefully; it limits our obligations to you.

You understand and agree that We will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

  1. the use, disclosure, or display of Your User-Generated Content;
  2. Your use or inability to use the Service;
  3. any modification, price change, suspension or discontinuance of the Service;
  4. the Service generally or the software or systems that make the Service available;
  5. unauthorized access to or alterations of Your transmissions or data;
  6. statements or conduct of any third party on the Service;
  7. any other User interactions that You input or receive through Your use of the Service; or
  8. any other matter relating to the Service.

In the event that We are held to be liable to You, such liability is limited to NZD $100.00.

Release and Indemnification

Summary: You are responsible for your use of the Service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If You have a dispute with one or more Users, You agree to release Us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify Us, defend Us, and hold Us harmless from and against any and all claims, liabilities, and expenses, including legal fees, arising out of Your use of the Website and the Service, including but not limited to Your violation of this Agreement, provided that Electra

  1. promptly gives You written notice of the claim, demand, suit or proceeding;
  2. gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Electra of all liability); and
  3. provides to You all reasonable assistance, at Your expense.

Application of Consumer Law

Summary: If you buy a toaster, the manufacturer needs to make sure it actually toasts bread. But you’re not buying the Service from us, and while we’ll do our best, we can’t guarantee it’ll always do what it’s meant to.

Our APIs and documentation are intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, You hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in New Zealand, the Consumer Guarantees Act 1993 (CGA)) do apply and cannot otherwise be lawfully excluded, nothing in these API Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies You have, and Our liability is limited (at Our option) to the replacement or repair of the APIs.

Changes to service

Summary: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect you rights and give you time to adjust to them.

We reserve the right, at Our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify Our users of material changes to this Agreement, such as price changes. The materially revised Agreement will become effective on the date set forth in Our notice, and all other changes will become effective upon posting of the change. For non-material modifications, Your continued use of the Service constitutes agreement to Our revisions of these Terms of Service.

Termination

Duration of Terms.

This Agreement will go into effect on the date upon which You agree to it, by accessing or using the Service, and will continue until terminated as set forth herein.

Your Right to Terminate.

You may terminate this Agreement by discontinuing use of Our Service.

Suspension; Termination.

We may change, suspend or discontinue the Service and suspend or terminate Your use of the Service at any time and for any reason, without notice. Without limiting the foregoing, We may limit Your Application’s access to the Service if it, in Our sole discretion, may negatively affect Our Service or Our ability to provide Our Service.

If We believe that there is a breach of the Agreement that can simply be remedied by Your modification or update of Your Application, We will, in most cases, ask You to take direct action rather than intervene. In such instance, We may use Your name, address and other contact details to contact You or provide this contact information to any third party that reasonably, in Our sole determination, claims that You do not possess all of the necessary intellectual property rights.

In some instances, We may directly step in and take what We determine to be appropriate action if You are not responsive, or if We believe there is a credible risk of harm to Us, the Service, Our customers or users or any third parties.

We also reserve a right to audit Your application to ensure it does not breach Our terms and policies. You agree that You will cooperate with inquiries related to such an audit and provide Us with proof that Your application complies with Our terms and policies.

Effect of termination

  1. All rights and licenses granted to You will terminate immediately;
  2. You will promptly destroy Documentation and any other information in Your possession or control that was received under this Agreement (except when doing so would cause You to breach any law or obligation imposed by a governmental authority); and
  3. Unless We agree otherwise in writing or as stated in this Agreement, You must permanently delete all Data and other information that You stored pursuant to Your use of the Service. We may request that You certify in writing Your compliance with this section.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. We object to and reject any additional or different terms proposed by You, including those contained in Your purchase order, acceptance or Website.

Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written public comments made by Us regarding future functionality or features of the Service.

To the extent of any conflict or inconsistency between the provisions in these API Terms and any other documents or pages referenced in this Agreement, the following order of precedence will apply:

  1. the Agreement, and
  2. any other documents or pages referenced in the Contract.

These Terms are the entire agreement between Us and You regarding the use of the Developer Tools and supersede all other proposals and agreements, whether electronic, oral or written, between us.

Feedback is Welcome

The more suggestions Our developers make, the better Our APIs become. If You send Us any feedback or suggestions regarding the APIs or documentation, there is a chance We will use it, so You grant Us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to You. If We choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

Please review Our Privacy Policy for more information on how We collect and use data relating to the use and performance of Our Website and products.