Freedom Fibre API Usage & License Agreement

1. Purpose

1.1 Parties. This API License Agreement (“Agreement”) is between Freedom Fibre Ltd, (“Freedom Fibre Ltd”, “us”, or “we”), and The User (“you”). By building applications that interact with Freedom Fibre Ltd’s products and services, including applications granting access to data relating to such products and services (collectively the “ Services”) or by accessing or using any application programming interfaces, developer tools, or other related documentation and materials made available by Freedom Fibre Ltd (each an “API” and collectively the “APIs”), you agree to be bound by this Agreement and any accompanying documentation that applies to your use of the APIs.

Prior to using the API and/or Services, you should read this Agreement carefully, with specific attention drawn to clause 8 regarding our liability in relation to the API and/or Services.

2. Using the Freedom Fibre Ltd APIs

2.1 API License. Subject to this Agreement and in consideration of the mutual exchange of obligations under this Agreement, Freedom Fibre Ltd grants you a limited worldwide, non-exclusive, non-sublicensable, non-transferable, revocable license for the term of this Agreement to use and make calls to the APIs solely to facilitate the interoperability of the Services and the software applications, websites, or other tools using the APIs created by you (each, an “App”). You may use the APIs only as expressly permitted in this Agreement. Violation of this Agreement may result in the immediate suspension or termination of your use of the APIs.

2.2 Obligations. You agree to comply and require all your users to comply with all applicable laws and regulations, including laws regarding the import or export of data or software and privacy laws, and any guidelines provided by Freedom Fibre Ltd.

2.3 Monitoring. You agree that Freedom Fibre Ltd may monitor your use of the APIs to ensure quality, to improve Services, and to verify your compliance with the Agreement. You agree to assist Freedom Fibre Ltd with this monitoring by providing Freedom Fibre Ltd with information about your App. If you do not demonstrate full compliance with this Agreement, Freedom Fibre Ltd may restrict or terminate your access to any API without notice.

2.4 Reservation of Certain Rights. At any point in the future, Freedom Fibre Ltd reserves the right to do any of the following: (1) offer or cease to offer support for the APIs; (2) modify the APIs at its sole discretion and require you to use those subsequent versions; (3) require you to use the APIs in a different manner; (4) terminate or restrict the use of any API; or (5) independently develop products or services that may serve the same purpose as your App.

3. Restrictions

3.1 No Malicious Actions. You shall not and shall not direct, encourage or assist any party to: (a) use any API in a way that could impair, harm or damage Freedom Fibre Ltd, the APIs, any Services, or anyone's use of the APIs or any Services; (b) launch or cause to be launched in connection with the API a malicious automated program, script or vulnerability, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the API; (c) attempt to circumvent the limitations Freedom Fibre Ltd sets on your use of the APIs; (d) engage in deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to the APIs, Freedom Fibre Ltd, our stakeholders, or the public in our sole discretion and judgment.

3.2 No Unauthorised Access. You shall not and shall not direct, encourage or assist any party to use the APIs to disrupt, interfere with, or attempt to gain unauthorised access to the Services, servers, devices, or networks connected to or which can be accessed via the APIs.

3.3 No Removal of Legal Notice. You shall not remove any legal, copyright, trademark, or other proprietary rights notices contained in or on materials received or accessed by you pursuant to this Agreement.

3.4 No Copying or ScrAPIng. You shall not and shall not direct, encourage or assist any other party to: (a) copy or extract any features or functionality thereof; (b) copy, parse or scrape any of Freedom Fibre Ltd’s data; (c) reformat, reverse-engineer, or otherwise modify the APIs or Services; (d) design or develop an App or service whose primary purpose is to redirect users from the Services; or (e) create an App that recreates a core functionality of or replaces any Freedom Fibre Ltd Services; unless expressly permitted by Freedom Fibre Ltd pursuant to a duly executed written agreement.

3.5 No Competitive Benchmarking. You shall not and shall not direct, encourage or assist any other party to use the API to measure the availability, performance, functionality, or usage of the Services for competitive purposes.

3.6 No Resell. You shall not redistribute or resell, or sublicense access to, the APIs, any data obtained using the APIs, or any Services accessed through the APIs, unless expressly permitted by Freedom Fibre Ltd pursuant to a separate duly executed written agreement.

4. Intellectual Property

4.1 Ownership. You retain your ownership rights in your App. We own, and will continue to own, all intellectual property and ownership rights in and to the APIs and Services. All of our rights not expressly granted herein are hereby retained.

4.2 Notification. You agree to notify us promptly upon becoming aware of any unauthorised use or reproduction of any API (including content obtained via the API) or the Services and shall provide all reasonable assistance required by us in taking action to prevent such unauthorised use or reproduction of the same.

4.3 Feedback. Any feedback, comments, or suggestions you may provide regarding the Freedom Fibre Ltd Services or the APIs are entirely voluntary and non-confidential and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

4.4 Your Trademarks. You grant Freedom Fibre Ltd a limited, non-exclusive, non-transferrable, non-sublicensable, worldwide, revocable license to use your name, trademarks, and logo (collectively “ Your TMs”) to promote or advertise your use of the APIs in your App. Freedom Fibre Ltd shall use Your TMs in compliance with your reasonable trademark usage guidelines if such guidelines are communicated in writing directly to Freedom Fibre Ltd. Freedom Fibre Ltd shall not acquire any interest, right, or title in any Your TMs and all associated goodwill shall reside with you.

5. User Data

5.1 Privacy Laws and Regulations. You must comply with all applicable laws and regulations, including those in relation to data privacy and cybersecurity. Your use of the APIs is conditional upon you implementing and maintaining appropriate protections and measures for your App, including to protect any personal data obtained through the use of the APIs or Services.

5.2 Collection and Use. You must provide all necessary notices and obtain all necessary rights, permissions (including, but not limited to a lawful basis for any processing) and consents from customers or users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any user data, and will ensure that all such processing complies with all laws.

6. Security

6.1 Developer Credentials. You will not share any passwords, keys, tokens, secret, or other access credentials that allow you to access the APIs or Services (“Developer Credentials”).

6.2 Security Standards. You will always use and have in effect appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (c) are designed to prevent unauthorised access, use, processing, storage, destruction, loss, alteration, or disclosure of personal data.

6.3 Security Incidents. You must immediately notify Freedom Fibre Ltd upon discovery or notice of any actual or suspected (a) unauthorised access, use, disclosure, modification, loss, or destruction of user data under your control; (b) security vulnerabilities of your App; or (c) issues involving your App that materially degrades, or has the potential to materially degrade, the Services (collectively “Security Incidents”).

6.4 Notification. In the event of a Security Incident, you will be solely responsible, at your own expense, for investigation, remediation, and your own notifications to affected users and regulatory authorities in accordance with applicable laws and industry standards. However, you must obtain our approval for any breach notification to users that refer, directly or indirectly, to Freedom Fibre Ltd.

7. Termination

7.1 Right to Terminate. Freedom Fibre Ltd may suspend or immediately terminate this Agreement, any rights granted herein, and your license to the APIs or Services, in our sole discretion at any time, for any reason. You may terminate this Agreement at any time by ceasing your access to the APIs.

7.2 License Termination and Deletion of Data. Upon termination, all licenses granted under this Agreement will terminate immediately and you must immediately stop using the API. You must also return or delete any user data or comply with our instruction to either return or delete user data accessed or obtained through the APIs. Subject to clause 8.3, neither party will be liable to the other for any damages resulting solely from termination of this Agreement.

8. Disclaimers, Limitations of Liability, & Idemnification

8.1 Warranty Disclaimer. to the full extent permitted by law, Freedom Fibre Ltd makes no warranties, express or implied, guarantees or conditions with respect to your use of any API and/or the services. you understand that use of any API and/or the services is at your own risk and that we provide the APIs and/or services on an "as is" basis "with all faults" and "as available" to the extent permitted under applicable law. as permitted by law, we exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. we do not guarantee the performance of any API or service or that they will function without interruption or errors in functioning. in particular, the operation of the APIs may be interrupted due to maintenance, updates, or system or network failures. we disclaim all liability for losses, liabilities or damages caused by any such interruption, errors in functioning, or that data loss will not occur.

8.2 limitation of liability. in no event will Freedom Fibre Ltd be liable to you or any users for any indirect, special, incidental, exemplary, punitive or consequential damages or losses or any loss of or damage to use, data, business, goodwill, revenue, opportunity or profits arising out of or in connection with this agreement, in each case whether direct or indirect. in any case, Freedom Fibre Ltd's aggregate liability for any and all claims under this agreement will not exceed £100.00 GBP. the foregoing limitations, exclusions and disclaimers shall apply regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Freedom Fibre Ltd has been advised of the possibility of such loss or damage. insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law. the parties agree that the limitations on liabilities set forth in this agreement are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.

8.3 Indemnification. You shall defend Freedom Fibre Ltd against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold Freedom Fibre Ltd harmless from any and all liabilities, damages and costs (including, without limitation, reasonable legal and other advisor fees) to the extent arising out of: (i) your use of the APIs or Services in any manner that is inconsistent with this Agreement or any applicable laws, rules, or regulations; or (ii) the performance, promotion, sale or distribution of your App. In the event Freedom Fibre Ltd seeks indemnification or defence from you under this provision, Freedom Fibre Ltd will promptly notify you in writing of the claim(s) brought against Freedom Fibre Ltd for which it seeks indemnification or defence. Freedom Fibre Ltd reserves the right, at its option and sole discretion, to assume full control of the defence of claims with legal counsel of its choice. You may not enter into any third-party agreement, which would, in any manner whatsoever, affect the rights of Freedom Fibre Ltd, constitute an admission of fault by Freedom Fibre Ltd, or bind Freedom Fibre Ltd in any manner, without the prior written consent of Freedom Fibre Ltd. In the event Freedom Fibre Ltd assumes control of the defence of such claim, Freedom Fibre Ltd shall not settle any such claim requiring payment from you without your prior written approval.

8.4 No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the APIs, content, or other material used or displayed through the Services.

9. Confidentiality

9.1 Confidential Information. You may be given access to certain non-public information, software, and specifications relating to the APIs ("Confidential Information"), which is confidential and proprietary to Freedom Fibre Ltd. You may use Confidential Information only as necessary in exercising your rights granted under this Agreement. You may not disclose any Confidential Information to any third party without Freedom Fibre Ltd's prior written consent. You agree that you will protect any Confidential Information from unauthorised use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.

10. Compliance with Laws

10.1 Legal Disclosures. Freedom Fibre Ltd reserves the right to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

10.2 Sanctions. You represent and warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) aren’t located in, or a resident of, any country that is subject to applicable UK trade sanctions or embargoes. You also represent and warrant that you aren’t a person or entity who is named on any UK government specially designated national or denied-party list.

10.3 Your obligations. You agree to comply with all applicable laws and regulations in connection with your performance under this Agreement and your use of the APIs and/or Services. You indemnify Freedom Fibre Ltd against any breach of this clause and/or any claims or damages (including, but not limited, to those brought by third parties) as a result of your failure to comply with this clause or any other term of this Agreement.

11. General Terms

11.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

11.2 Support. As the APIs are provided "as is," we may not provide support services for them. You are solely responsible for the quality of your App and are solely responsible for providing support for your App. Any support we choose to provide will be in our sole discretion and may be discontinued at any time without notice or liability to you.

11.3 Severability. If any part of this Agreement is found to be invalid or unenforceable, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall remain in effect.

11.4 Survival. Sections of this Agreement that, by their terms, require performance after the termination of this Agreement will survive, such as, for example, the rights and requirements of section 6 (Security). For the avoidance of doubt, the following terms shall survive the termination of this Agreement: clauses 3, 4 & 8.

11.5 Assignment. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you.

11.6 No Waiver. Either party's failure to act with respect to a breach of this Agreement does not waive either party's right to act with respect to that breach or subsequent similar or other breaches.

11.7 Notices. Notices must be in writing and will be deemed given when delivered. Freedom Fibre Ltd may provide notice to the email or physical address provided by you or through Freedom Fibre Ltd’s website. Your notices to Freedom Fibre Ltd must be given by registered or certified mail to Freedom Fibre Ltd.

11.8 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

11.9 Interpretation.

(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

11.10 Entire Agreement. This Agreement and any documents incorporated by reference, constitute the entire agreement between you and us regarding the APIs and/or Services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy, or precedent, with respect to the subject matter of this Agreement.

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