API Terms of Service
You must read and agree to these terms in order to use the Youmanage API
PLEASE READ CAREFULLY BEFORE USING THE YOUMANAGE API
These API Terms of Service ("API Terms of Service") form a legal agreement between you ("Licensee" or "you") and Youmanage HR Ltd, a company incorporated in Scotland with company number SC390357 and having its registered office at Scion House, Stirling University Innovation Park, Stirling, FK9 4NF, Scotland ("Licensor", "us" or "we") for access to, and use of, our application programming interface ("Youmanage API") and associated online documentation ("API Documentation").
We license use of the Youmanage API and API Documentation to you on the basis of these API Terms of Service. We do not sell the Youmanage API and API Documentation to you. We remain the owners of the Youmanage API and API Documentation at all times.
IMPORTANT NOTICE TO ALL USERS:
- BY ACCESSING AND MAKING USE OF THE YOUMANAGE API AND API DOCUMENTATION YOU AGREE TO THESE API TERMS OF SERVICE.
- IF YOU ARE ACCESSING AND MAKING USE OF THE YOUMANAGE API AND API DOCUMENTATION ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ARE AGREEING TO THESE API TERMS OF SERVICE ON BEHALF OF THAT ENTITY AND YOU WARRANT AND REPRESENT THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND SUCH ENTITY TO THESE API TERMS OF SERVICE.
- IF YOU DO NOT AGREE TO THESE API TERMS OF SERVICE, WE WILL NOT LICENSE THE YOUMANAGE API AND API DOCUMENTATION TO YOU AND YOU MUST DISCONTINUE ALL ACCESS AND USE NOW.
You should print a copy of these API Terms of Service for future reference.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by these API Terms of Service, we hereby grant to you a limited, revocable, non-exclusive, non-transferable licence to use the Youmanage API and API Documentation to:
(a) develop, test and support any software application, website or product you create or service you offer using the Youmanage API (Application); and
(b) integrate the Youmanage API with the Application.
1.2 You may commence use of the Youmanage API and API Documentation once logged in to your authorised instance of Youmanage.
1.3 Youmange only supplies the Youmanage API and API Documentation for internal use by your organisation. You may not use the Youmanage API and API Documentation for any purpose other than for the operation of the Application.
1.4 Youmanage reserves the right to monitor your use of the Youmanage API and API Documentation from time to time.
1.5 Certain functionality and features of the Youmanage API are only available through generating API authentication keys (API Keys). API Keys constitute confidential information made available by Youmanage to you and must not be shared with any third parties outside your organisation without the prior written consent of Youmanage. Youmanage reserves the right to terminate you access to API keys at any time.
1.6 Youmanage reserves the right to amend the Youmanage API and API Documentation at any time. Youmanage will try to give you notice of such changes.
2.1 Except as expressly set out in these API Terms of Service, you undertake:
(a) not to use the Youmanage API and API Documentation in a manner that accesses or uses any information beyond what Youmanage allows under these API Terms of Service or the API Documentation, that changes the Service, that breaks or circumvents any of Youmanage’s technical, administrative, process or security measures, that disrupts or degrades the performance of the Service or the Youmanage API or that tests the vulnerability of Youmanage’s systems or networks;
(b) not to copy the Youmanage API and API Documentation except where such copying is incidental to normal use of the Youmanage API and API Documentation or where it is necessary for the purpose of back-up or operational security;
(c) not to distribute or allow access to the Youmanage API and API Documentation to anyone other than those within the organisation on whose behalf you entered into the API Terms of Service;
(d) not to rent, lease or sub-license the Youmanage API and API Documentation;
(e) not to use the Youmanage API and API Documentation to infringe the intellectual property rights of Youmanage or any other party;
(f) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Youmanage API nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Youmanage API with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Youmanage API with another software program; and
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to Youmanage;
(g) to include the Youmanage copyright notice on all entire and partial copies you make of the Youmanage API and API Documentation on any medium; and
(h) not to use the Youmanage API or the Application to transmit any virus or computer program that may damage, adversely interfere with, unlawfully intercept or expropriate any system or data.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Youmanage API and API Documentation anywhere in the world belongs to us, that rights in the Youmanage API and API Documentation are licensed (not sold) to you, and that you have no rights in, or to, the Youmanage API and API Documentation other than the right to use them in accordance with the terms of these API Terms of Service.
4. USE OF DATA
4.1 Through your use of the Youmanage API, the API Documentation and the Application you will have access to data stored as part of the Service. You will also be able to upload data to the Service through your use of the Youmanage API, the API Documentation and the Application.
4.2 Subject to clause 5 (Liability), your use of the Youmanage API, the API Documentation and the Application is at your sole risk and you are at all times solely responsible for your access to and use, uploading, posting, extraction and transmission of any data via the Youmanage API and the Application.
5.1 You acknowledge that the Youmanage API and API Documentation have not been developed to meet your individual requirements and that it is, therefore, your responsibility to ensure that the facilities and functions of the Youmanage API and API Documentation meet your requirements.
5.2 You hereby acknowledge full responsibility for the appropriate use of the Youmanage API and API Documentation.
5.3 Youmanage shall not in any circumstances whatever be liable to you, whether in contract, tort, delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these API Terms of Service, the Youmanage API, and the API Documentation for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill, or reputation; or
(f) any indirect or consequential loss or damage.
5.4 Other than the losses set out in clause 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with these API Terms of Service whether in contract, tort, delict (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to ONE HUNDRED POUNDS STERLING. This maximum cap does not apply to clause 5.5.
5.5 Nothing in these API Terms of Service shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited by applicable law.
5.6 These API Terms of Service set out the full extent of our obligations and liabilities in respect of the supply of the Youmanage API and API Documentation. Except as expressly stated in these API Terms of Service, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Youmanage. Any condition, warranty, representation or other term concerning the supply of the Youmanage API and API Documentation which might otherwise be implied into, or incorporated in, these API Terms of Service whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5.7 You shall indemnify and hold Youmanage harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with a claim arising from the breach by you of these API Terms of Service.
6.1 You may terminate these API Terms of Service at any time by ceasing use of the Youmanage APIs and disabling your API Keys.
6.2 We may terminate these API Terms of Service immediately by written notice to you if you commit a material or persistent breach of these API Terms of Service which you fail to remedy (if remediable) within seven (7) days after the service of notice requiring you to do so.
6.3 Upon termination of these API Terms of Service for any reason:
(a) all rights granted to you under these API Terms of Service shall cease;
(b) you must immediately cease all activities authorised by these API Terms of Service, including ceasing all use of the Application; and
(c) you must immediately delete or remove the Youmanage API and API Documentation from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Youmanage API and API Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
7. COMMUNICATIONS BETWEEN US
7.1 Any notice given under these API Terms of Service shall be in writing and shall be served by delivering it personally or by sending it by prepaid first class post or recorded delivery to the address and for the attention of the relevant party, and in the case of Youmanage to Youmanage HR Ltd, Scion House, Stirling University Innovation Park, Stirling, FK9 4NF and in the case of you to the address of your organisation specified in the Service Order Form, or in either case such other address as may be notified in writing from time to time. Any such notice shall be deemed to have been received (i) if delivered personally, at the time of delivery; and (ii) in the case of pre-paid first-class post or recorded delivery, forty-eight (48) hours from the date of posting.
8. OTHER IMPORTANT TERMS
8.1 If there is any conflict between these API Terms of Service and the terms and conditions of the Youmanage Subscription Agreement, the Youmanage Subscription Agreement shall take precedence.
8.2 We may transfer our rights and obligations under these API Terms of Service to another organisation, but this will not affect your rights or our obligations under these API Terms of Service. You may only transfer your rights or your obligations under these API Terms of Service to another person if we agree in writing.
8.3 These API Terms of Service and any document expressly referred to in them constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these API Terms of Service or any document expressly referred to in them. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these API Terms of Service or any document expressly referred to in them.
8.4 If we fail to insist that you perform any of your obligations under these API Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.5 Each provision of these API Terms of Service operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
8.6 These API Terms of Service do not create any rights in favour of third parties.
8.7 These API Terms of Service and any disputes or claims arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) will be governed by English law and the English courts will have exclusive jurisdiction over any such disputes or claims; except that where you conduct business in Scotland, these API Terms of Service and any disputes or claims will be governed by Scots law and the Scottish courts will have exclusive jurisdiction over any such disputes and claims arising under them.