use the Sandbox you agree to these terms.
"API" means an application programming interface (or similar technology) made available by us through the API Market
to allow you to access and/or use API Content/Services through your Application. We reserve the right, in our sole
discretion, to grant, deny, limit, or modify your and/or your End Users' access to and/or the use of any API(s) and/or
the API Content/Services associated with any API(s).
"API Content" means an application programming interface (or similar technology) made available by us through
the API Market to allow you to access and/or use API Content/Services through your Application. We reserve the right,
in our sole discretion, to grant, deny, limit, or modify your and/or your End Users' access to and/or the use of any
API(s) and/or the API Content/Services associated with any API(s).
"API Services" means service(s) and/or function(s) accessible through or performed by a particular API, subject
to the terms and conditions identified below.
"Application" means a website and/or software application (regardless of how fully developed) owned by you and
visited or used (or developed with the intent to be visited or used eventually) by you, your customers or any natural
person or company ("End Users") to access and/or use API Content/Services.
"API Market" means the website and related materials and resources currently located at API Marketplace.
"API Content/Services" means the API Content and the API Services associated with an API(s).
"Basic Access" means access to a live production environment that must be requested, reviewed, and approved by
"Documentation" means any online user guides, software development kit(s), and/or help and training materials for
our APIs, as updated from time to time, accessible via our docs.
"Marks" means the trademarks, service marks, logos, trade names, and brands designated in the API Market for use
with the API and API Content/Services to identify Nedbank Limited products and services.
"Sandbox" means the API_Marketplace test environment website and related materials, information and resources currently
located at API Marketplace.
"Sandbox Data" means the fake, masked, obfuscated, encrypted and/or otherwise incorrect or inactionable test data
provided through the Sandbox for use by or in development of your Application.
and notices agreed between you and us, for example terms that apply to a specific section of this website.
"we", "us" or "our"refers to Nedbank Limited, the owner of the Sandbox. It includes our officers, agents, employees,
owners, suppliers, co-branders and associates where these terms limit or exclude our liability.
"you" or "your" refers to any visitor to this Sandbox, including any other person, website, business or agent (including
any virtual or robotic agent) associated with the visitor.
2. APPROVED API LICENSE
Subject to the terms and conditions of these Terms, we grant you a royalty-free, limited, non-exclusive, non-transferable,
non-sublicensable, revocable license to access, copy and use the API(s) to develop, test, connect with, and support
your Application for your benefit ("
Approved API License"). We reserve all other rights to the API(s) to the extent such rights are not expressly identified
herein. Except for the Approved API License, no rights or licenses, express or implied, are hereby granted to you with
respect to any of our intellectual property rights or under any of our patents, copyrights or trade secrets because
of, or related to, these Terms or our course of dealing with you hereunder.
3. RIGHT TO ACCESS AND USE SANDBOX, SANDBOX DATA, API CONTENT AND API SERVICES
3.1. We grant you a limited right to access and use the Sandbox, API Content/Services, and Sandbox Data to develop, test,
connect with, and support your Application's access and use of API Content/Services. You have only a right of limited
access and use to the API Content/Services, the Sandbox and Sandbox Data in accordance with the terms of these Terms
and in such manner as to keep them free of all claims from any source whatsoever. You shall have no rights or license
under these Terms related to APIs or API Content/Services that are not APIs or API Content/Services. Further, you agree
3.1.1. reverse engineer, reverse compile, decrypt, deobfuscate, unmask, or reverse assemble all or any portion of the API
Market, any API, any API Content/Services, the Sandbox, any Sandbox Data or any Token;
3.1.2. distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party any Token (as defined
below) to which you have access under these Terms unless otherwise specifically authorized under these Terms; or
3.1.3. represent to any third party that simulated transactions conducted using any API, API Content/Services, Sandbox and/or
Sandbox Data to which you have access under these Terms are real.
3.2. Notwithstanding the foregoing, educational institutions (including universities and colleges) may share the Tokens only
with users who are under your direct disciplinary or organizational control and/or subject to a relationship with a
formal education institution ("
Authorized Educational API User"). If you provide a Token to one or more Authorized Educational API Users, you
must specifically inform and require them to agree to adhere to the terms of these Terms, including, but not limited
to sections 4, 5,14 and 17.
4. MEANS OF ACCESS
4.1. You shall only access or use an API and/or API Content/Services through unique licensed access credentials ("
Token"). A Token must be created for you and you may only access or use API(s) or API Content/Services through
your Token. We may, from time to time, in our sole discretion, require you to use a one-time password ("
OTP"), in addition to your Token, to access or use certain APIs and/or API Content/Services. We own all Tokens
and OTPs (including, but not limited to, all intellectual property rights related thereto). We reserve the right to
limit access to and/or use of any API and/or API Content/Services by various means and using various criteria, including,
but not limited to, by restricting the number, frequency, any currency amount and/or volume of access requests, uses,
services, functions, data and/or any other form of API Content/Services. [Drafting note: Please confirm how users can
access the Sandbox.]
4.2. If and when we inform you of such limitations, you shall be obligated to comply with them. Access and usage limitations
may be identified in the API Market, in communications of our approval of your access to and use of API, or otherwise,
and are subject to change at any time. You shall be fully responsible for all the activity performed in the API market,
or with any API or any access to the API Service Content using your Token.
5. API RESTRICTIONS
Use of an API and/or API Content/Services is subject to reasonable information security policies and procedures, including
but not limited to OTP procedures, which may not be fully disclosed and may vary from time to time. When accessing
or using an API and/or API Content/Services under this Sandbox Agreement, you, your End Users and/or your Application
5.1. modify, obscure, circumvent, or disable any element of an API and/or API Content Services, or their access control features;
5.2. disrupt, interfere with, or adversely impact the access or use of an API and/or API Content/Services by Us or others;
5.3. disclose, share, or transfer your Token or OTP to any third party or allow anyone else to access your API Market account
unless expressly authorized in these Terms;
5.4. infringe, misuse, or claim ownership of our intellectual property;
5.5. transmit any viruses, worms, defects, Trojan horses, or any other malware through your Application or your access to
or use of an API and/or API Content/Services;
5.6. use it in connection with an Application that is offensive, abusive, libellous, harassing, threatening, discriminatory,
vulgar, pornographic, unethical, unlawful (or that promotes unlawful behaviour), or that is otherwise inappropriate
as determined by us in our sole discretion;
5.7. except as expressly authorized by us, use any robot, spider, retrieval application, or other automated functionality
to retrieve or index any portion of our data, products, or services for any unauthorized purpose; or
5.8. use any API and/or API Content/Services in furtherance of or in connection with any live transaction (whether virtual
or real) or any transaction with legal or other real consequences to you, your End Users or any participant in the
transaction, regardless of whether the data involved is Sandbox Data or was otherwise provided or furnished for use
by you, your End Users or your Application.
6. API CONTENT AND API SERVICES
as applicable, located at General Terms, these Terms, and the applicable Documentation
for your API identified in the API Market (collectively, "
API Governing Documents") govern your use of the API Content/Services.
6.2. These Terms and the applicable Documentation together supersede the General Terms in the event of conflicts between
6.3. These Terms supersedes the Documentation in the event of conflicts between them.
6.4. Subject to the API Governing Documents, you may access and use API Content/Services solely with or through your Application.
6.5. You acknowledge that we may seed or watermark API Content/Services for verification of compliance and may use data capture,
syndication analysis, and other similar tools to track, extract, compile, aggregate, archive, disclose, and analyse
any data or information resulting from your and any other person's access to and/or use of an API or API Content/Services.
6.6. We retain ownership of all ancillary information and metadata related to use of the API and API Content/Services, including,
but not limited to, listing appearance frequency and popularity with End Users ("
Metadata"). Metadata shall be considered our Confidential Information (as defined below).
6.7. To the extent we, in our sole discretion, provide you with access to Metadata, you may use Metadata only for your own
internal technical purposes in developing and/or supporting your Application.
7. API CONTENT/SERVICES RESTRICTIONS
You and your Application shall only access and/or use API Content/Services. When accessing and/or using API Content/Services,
you shall not:
7.1. access or use the API Content/Services in a manner not permitted by the API Governing Documents; or
7.2. access or use the API Content/Services in violation of, or in a manner that would cause us and/or our affiliates to
be in violation of, any law, regulation, clearinghouse rules, card brand rules, payment system operating rules or similar
8. APPLICATION FUNCTIONALITY
8.1. Any modification of API Content/Services must comply with the API Governing Documents.
8.2. Under no circumstances can you revise, change, modify or alter API Content/Services (or its appearance) to render the
API Content/Services unfair, deceptive, abusive, false or misleading.
8.3. If the API Content/Services includes hyperlinks to our website, the Application must use the complete, unaltered URL
as the HREF or comparable functional link for proper tracking and functionality.
8.4. Promptly upon request, you agree to provide us reasonable access to your Application, documents, information, employees,
subcontractors, and your third-party agents.
8.5. You will diligently and promptly correct any material bugs or faults in your Application that cause it to incorrectly
access the API or display API Content/Services.
8.6. Regardless of how you use the API and API Content/Services in your Application, you may not at any time, surviving termination
of these Terms to the maximum extent permitted by law, prevent or restrict us from any use, functionality, or display
of our API or API Content/Services in any manner, for any purpose, with any user or End User, in any application, or
in any medium, now known or later developed.
We make no promises or claims related to the availability or uptime of the Sandbox, Sandbox Data, any APIs and/or any API
Content/Services. These Terms do not entitle you to any support for any API or API Content/Services. You are solely
responsible for providing all support and technical assistance of your Applications. You acknowledge and agree that
we have no obligation to provide any support or technical assistance to any users of your Application(s) and you shall
not represent to any such users that We are available to provide such support.
10.1. You acknowledge and agree that we may, in our sole discretion, amend or modify these Terms, any API, and any API Content/Services
from time to time ("
Modification"). You will be notified of a Modification to your API(s) and/or API Content/Services via email to
the email address you identified upon registration in the API Market and/or through notifications or posts on API Marketplace.
10.2. You shall, within ten (10) days from the date of first notice of any Modification(s) (or such shorter period specified
in the notice of the Modification(s)) ("
Conformance Period") comply with such modification(s) by implementing and using the most current version of the
API and making any changes to Application(s) that may be required because of such Modification(s).
10.3. You acknowledge that a Modification may have an adverse effect on Application(s), including but not limited to:
10.3.1. changing the way Applications communicate with the API;
10.3.2. changing the way Applications request, receive, access, display, transmit, and/or use API Content/Services and/or
Sandbox Data; and/or
10.3.3. changing the API Content/Services associated with a particular API.
10.4. We shall have no liability of any kind to you or any user of your Applications with respect to such Modifications or
any adverse effects resulting from such Modifications. Your continued access to or use of the API or API Content/Services
following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue.
11. RESPONSIBILITY FOR YOUR APPLICATION
11.1. We shall be responsible only for making API Content/Services available to you, subject to the terms, conditions and
requirements of the API Governing Documents.
11.2. You are solely and entirely responsible for your Application (including but not limited to any actions taken and/or
any claims made by others related to your Application), including but not limited to your Application's development,
operation, maintenance, compliance with all applicable local, state, federal and international laws and regulations,
and all materials that appear on or within your Application.
You warrant and represent to Us that:
12.1. you are not concealing or disguising your identity to us;
12.2. you have a legitimate, lawful purpose for accessing and using the API and API Content/Services;
12.3. you will perform no act that harms us or our rights and interests in the API and API Content/Services;
12.4. you and your Application, as well as your use of your Application, the API and API Content/Services, will comply with
the terms and conditions of these Terms and API Governing Documents and all applicable laws and regulations;
12.5. you will promptly block, and notify us of, any known or suspected unauthorized or prohibited use of any API or API
Content/Services or by a third party; and
12.6. you have obtained all necessary consent and approval to generally disclose to third parties and/or generally use all
data you, your Application utilize under the Service Agreement, including (but not limited to) data provided in the
context of accessing and/or using API Content/Services.
13. CONFIDENTIALITY AND NONDISCLOSURE
13.1. You acknowledge and agree that we consider the Token(s), OTP(s), and non-public information about API(s), API Content/Services
and Sandbox Data disclosed to you to be our confidential and proprietary information ("
Confidential Information") which may not be disclosed to any third party (including, but not limited to, your Affiliates)
without our prior written consent.
13.2. You agree to use commercially reasonable means to maintain the confidentiality of Confidential Information in your
possession or contained in your Application, but in no circumstances, means that are less stringent than those required
by law or that you use to safeguard your own confidential or proprietary information (whichever means are more stringent).
13.3. Upon termination of these Terms, you agree to destroy all copies of Confidential Information in your and/or your contractors'
or third-party agents' possession, or control and, upon request, certify such destruction to us.
13.4. You agree that we shall have no obligation whatsoever to keep confidential any and all data you provide to us under
the Service Agreement, including (but not limited to) data provided for use with API Security Services.
13.5. If you apply for Basic Access, we will keep confidential the information you provide to us in connection with your
application to obtain basic access. However, you acknowledge and agree that we may be required to disclose your confidential
information if required by a judicial, administrative, governmental, or similar request.
14. INTELLECTUAL PROPERTY
Between us and you. We exclusively retain all intellectual property rights in all APIs, all API Content/Services,
all Documentation, the Sandbox, all Sandbox Data, all Marks, and all other procedures, functionalities, software, documentation,
trademarks or distinctive signs, images, photographs, patents, utility and industrial models, drawings, graphics, text
files, audio and video files and all other content accessible in the API Market or in any of the APIs, and/or any content
or service accessed through the same, and in any/all other of our intellectual properties related to these Terms, even
if such is included with, used by or incorporated into your Application in accordance with the terms of these Terms.
Our intellectual properties may not be modified, copied, altered, reproduced, adapted or translated without express
authorization from the owners of said intellectual property.
14.2. You retain all intellectual property rights in your Application.
14.3. The trademarks, labels, distinctive signs or logos appearing in the API Market and/or APIs are the property of us and/or
our vendors and are duly registered or in the process of being registered. The names of the products, services and
companies appearing in the API Market and/or APIs may be trademarks or other registered distinctive signs of their
respective legitimate owners. You and your Application a may not eliminate or in any way modify the copyrights, logos
or commercial trademarks included in the API Market and/or APIs.
14.4. We retain the right to incorporate into the API Market or any of the APIs or API Content/Services any suggestions submitted
by you. If incorporated into the API Market, any API, or any API Content/Services, such suggestions shall form part
thereof and shall become our intellectual property, and we shall not be obligated to provide financial compensation
to you or any other person in connection with such suggestions.
14.5. You recognize that all our intellectual properties related to these Terms represent a substantial investment by us
and are of substantial value. Their value is protected under applicable trademark law, copyright law and/or applicable
common law. In the event of an actual or threatened breach of these Terms that would diminish or impair their intellectual
property value, we shall be entitled to an injunction restraining you from such breach and this shall be in addition
to any other rights or remedies that we may have.
14.6. We hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license
to include their respective Marks in your Application solely for the limited purpose of identifying the source of the
API Content/Services. You will strictly follow all rules and guidelines identified in the API Market and otherwise
provided to you regarding proper use of our Marks. Your use of our Marks:
14.6.1. must be in conjunction with the API and API Content/Services in your Application;
14.6.2. cannot be to disparage or harm any us;
14.6.3. is subject to prior approval by us in our sole discretion; and
14.6.4. shall inure exclusively to us.
14.7. You may not use any of our Marks for any purpose not expressly authorised herein.
To the maximum extent permitted by applicable law, you, without requiring a preliminary determination of the ultimate entitlement
to indemnification, shall indemnify, protect, provide a defence for, save and hold harmless us and our affiliates, officers,
directors, employees, agents, third parties, attorneys, successors, and assigns from and against any government, or
other third party claim of loss, liability, penalty, assessment, civil or criminal fine, or damage to or asserted, whether
through communication or formal filing, against us or our affiliates (including reasonable attorney's fees and expenses)
related to, deriving from or associated with your Application, or any third party's use of the Application (whether
in whole or in part) to access or use of API(s) or API Content/Services (even if such activity is fraudulent), or any
third party's use of any API or API Content/Services (even if such activity is fraudulent), or your violation of these
Terms. We retain the right to select any counsel to be retained by you in accordance with your provision of a defence
for us. Should you recommend any such counsel, the counsel must be approved by us prior to retention. We reserve the
right to defend us or hold you responsible for defending us against such claim, subject to our right to participate
in such defence or settlement at our cost. You will reasonably cooperate with us in any such defence at your cost. These
indemnification provisions and the rights or obligations granted by or through it are in addition to any other rights
or obligations in these Terms and shall not be construed to provide an exclusive remedy.
WE PROVIDE API(S) AND API CONTENT/SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE
FURTHER DISCLAIM ANY WARRANTY IMPLIED BY LAW REGARDING ANY API OR API CONTENT/SERVICES, INCLUDING WARRANTIES OF ACCURACY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE
FURTHER DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OR PERFORMANCE OF API(S)
AND API CONTENT/SERVICES. YOU UNDERSTAND AND AGREE THAT YOU WILL USE API(S) AND API CONTENT/SERVICES AT YOUR OWN DISCRETION
AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGE TO ANY COMPUTER
SYSTEM OR ANY LOSS OF DATA, THAT ARISE FROM YOUR USE OF API(S) AND API CONTENT/SERVICES.
17. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WE SHALL HAVE LIMITED LIABILITY ARISING FROM OR BASED ON YOUR USE
OF API(S) AND API CONTENT/SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITATION OF LIABILITY SHALL APPLY
TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM
IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING GROSS NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, OUR MAXIMUM, AGGREGATE LIABILITY TO YOU UNDER THESE TERMS AND RELATED TO API(S) OR API CONTENT/SERVICES SHALL NOT,
IN ANY EVENT, EXCEED API_Marketplace.
18. RIGHT TO TERMINATE
18.1. We may suspend your access to API(s) or API Content/Services or terminate these Terms without notice, in our sole discretion,
and without liability for such suspension or termination, upon:
18.1.1. information or belief that you, your Application or others have accessed an API or API Content/Services other than
your API(s) or API Content/Services;
18.1.2. breach or threatened breach of the licenses set forth in these Terms (including but not limited to the API Governing
Documents) and/or the restrictions therein;
18.1.3. as recommended or required to comply with any applicable law or regulation; or
18.1.4. you have not accessed the Sandbox or actively worked with the APIs in the Sandbox for a period of six (6) months.
18.2. We may otherwise terminate these Terms with or without cause upon fifteen (15) days prior written notice.
18.3. You may terminate these Terms by notifying us in writing fifteen (15) calendar days in advance via e-mail sent to >>Insert terminate terms link<<.
18.4. In the event of a termination by either party, you agree to cease using all APIs accessed pursuant to these Terms,
promptly (but under any circumstances in no more than two (2) business days) remove the API and API Content/Services
from your Application, and delete any API Content/Services you possess or control.
You may publicize your use of the API in accordance with the terms of these Terms, but you may not state or imply that you
have a partnership or any other type of preferred relationship with us, use Marks without authorization, or make any
statements that suggest that your access to use of the API or API Content/Services exceeds the actual licenses and rights
granted to you by us. Furthermore, you may not make statements that indicate your access to or use of APIs and/or API
Content/Services goes beyond the level of integration the API represents or that appear to bind us to any obligations,
warranties, or representations to third parties. Use of the API does not constitute generalized integration with us
or access to our customer records, for example.
20. GENERAL PROVISIONS
20.1. If you do not accept these Terms in full, you may not access or use the API or API Content/Services.
20.2. Nothing in these Terms will be construed as creating a partnership, franchise, agency, fiduciary, employment or joint
venture relationship of any kind between the parties, and neither you nor we will have the authority to bind the other
party or to contract in the name of or create a liability against the other party in performing its obligations or
exercising its rights under these Terms.
20.3. Notice may be provided by email to your email address identified upon registration in the API Market. You are solely
responsible for maintaining a functional email address; updating us, as necessary, with email address changes; and
promptly reading any delivered messages from us. Notice to us must be given to >>Insert terminate terms link<<.
20.4. You authorize us to tape and/or record on any media any electronic or telephone communications arising from use of
the APIs, API Content/Services and the API Market Platform, and/or made as a result thereof.
20.5. Notwithstanding any other provision of these Terms, the indemnification provisions shall survive any termination or
expiration of these Terms. Sections 1, 5, 6, 8, 11.2, 12, 13, 14, 15, 16, 17, 19, 21 and 22 shall also survive any
termination or expiration of these Terms.
20.6. You may not assign any of your rights or obligations hereunder without our prior written consent. We may assign any
of our rights or obligations without your consent by providing notice to you by email or posting a notice on the API
21. ENTIRE AGREEMENT FOR SANDBOX AND SANDBOX DATA
These Terms, which includes the documents referenced herein, constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes any and all other proposals and agreements (oral or written) between the
parties related to your access to or use of API(s) and/or API Content/Services within or through the Sandbox and/or
using Sandbox Data. To the extent these Terms conflicts with another agreement between you and Us related to the licensing,
access and/or use of API(s) and/or API Content/Services outside the Sandbox and/or in the context of live, actionable
data and/or real transactions, such other agreement will govern.
22. PERSONAL INFORMATION
23. GOVERNING LAW AND JURISDICTION
These Terms are governed by the laws of the Republic of South Africa. Each party irrevocably consents to the exclusive jurisdiction
of the courts of the Republic of South Africa in relation to any dispute or action arising out of or relating to these