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Terms and conditions

Formation of the Agreement:

This Agreement for use of FIL API Services is made and entered into by and between FIL Funds Services (Bermuda) Limited ("FIL" or "we" , "our" or "us") and you ("Agreement" / "Terms"). "You" means you individually as a natural person or the entity that you represent.

The APIs, API Data and the API Store (all defined below) provided together by FIL shall be referred to as "FIL API Services".

Please read the entire FIL API Terms of Use below carefully as it governs your use of the FIL API Services.

FIL application programming interface ("API"), software developer kit, documentation, and any software, materials or data that FIL makes available to you, in its sole discretion, including the API Data (as defined below) as part of the FIL API Services are made available subject to your compliance with these Terms. By accessing or using the FIL API Services, you acknowledge that you have read and agree to abide by these Terms. If you are unable to comply with the current or any future version of these Terms, you must immediately cease all use of the FIL API Services.

These Terms might evolve as our API, software, nature of data and services expands or additional features are added to the FIL API Services, so you are advised to check back often and make sure that you are familiar with the most current version of this Agreement whenever you are using the FIL API Services. Any new version of these Terms or amendment hereto will be effective upon our posting of such updated terms at https://developer.fil.com/ ("API Store"). Your continued use of the FIL API Services after such posting of new / revised terms constitutes your consent to be bound by this Agreement, as updated and amended from time to time. However, we may require your explicit re-consent to the revised Terms upon posting of the revised version. Additionally, we may modify, remove or add portions of, or otherwise update the FIL API Services from time to time in FIL’s sole discretion.

Terms Of The Agreement:

  1. This Agreement shall apply to and regulate your use of the FIL API Services. You agree to accept and be bound by these Terms for each access to and use of the FIL API Services. If you do not accept these Terms, you are required to immediately stop accessing or using the FIL API Services and if you have accessed or downloaded any materials from the API Store then you are advised to delete such materials on immediate basis.
  2. If you are an individual, you warrant that you are legally competent to enter into a contract (including accepting these Terms) and responsible for your breach of these Terms and applicable laws.
  3. As an individual, if you are using the API Store or FIL APIs on behalf of an organisation, you represent and warrant that you have the required authority to bind that organisation to these Terms.
  4. FIL reserves the right to contact the organisation you represent for further details, clarifications and specific terms of use that may be applicable to your local region or jurisdiction as to the use of the API Store, APIs or API Data.
  5. You hereby represent and warrant that you have developed or have the authorised license to use your own software, tools, systems to integrate any API ("Applications") for use of the FIL API Services and such Applications are safe, secure for integration with external APIs like FIL API Services.

Permitted Use and Limitations

  1. Use of our APIs is limited to a maximum of 100 requests per minute and you undertake that any of Applications that you integrate with our APIs are not expected to make more than 100 requests a minute to an API. If you would like to use any FIL API beyond these limits, you must obtain our express consent and can request this by contacting us via the ‘Contact Us’ link.
  2. You will ensure that all information you provide to FIL is complete, accurate, up-to-date, true and not misleading in any manner whatsoever.
  3. At any time and at our sole discretion, we may impose conditions on any use of the API Store and/ or reject your application and/ or remove your access, without giving you any reasons.
  4. You must keep any credentials ("ID") that we issue to you secure, only use it for the organisation on whose behalf you agreed to these Terms (if applicable) or only use it yourself, and must not disclose or transfer these details to, or otherwise allow these details to be used by, anyone else.
  5. You must not access or use our APIs and the data provided by APIs ("API Data") in any manner or for any purpose which has not been expressly approved by us in writing. You will use the API Data only for your personal use. You shall remain responsible and liable for any consequences of your use of API Data. API Data is provided to you on ‘AS IS’ basis. You must ensure that your use of the API Data complies with all applicable laws. You acknowledge and agree if the API Data or part thereof is sourced from third parties then you will be subject to such other terms which are relevant to use of such third party data incorporated in the API Data. For the avoidance of doubt you shall not:
    • Sublicense an API for use by a 3rd party;
    • Without our prior written consent you shall not modify, distribute to any 3rd party or commercially exploit API Data or FIL API Services in any manner.
    • Perform an action with the intent of introducing any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
    • Defame, abuse, harass, stalk, or threaten others;
    • Interfere with or disrupt the APIs or the servers or networks providing the APIs;
    • Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law; or
    • Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
  6. We reserve the right to change, update, modify, suspend or withdraw the FIL API Services without incurring any liability to you.  We shall endeavour to notify any material changes in a timely manner and that all change will follow the FIL standards and guidelines for backwards compatibility. You shall remain responsible for your own cost or expenses related to use of the modified version of the APIs. Please refer to the API Store for any changes to the FIL API Services.
    • Minor versions are fully backwards compatible and should not require changes to your Applications.
    • Major versions are likely to require changes to your Applications.
  7. We will support a maximum of two major versions of any API at a time. Adequate notice will be provided for the discontinuation of older versions.
  8. FIL is not obliged to make any modifications, including without limitation any updates and/or upgrades and is not responsible for any errors or delays in the APIs, the API Store or the API Data. You acknowledge and agree that you will be solely responsible for any damages, losses, claims that arise from your use of the FIL API Services.
  9. If you are granted access to use of an API and the API Data, such access shall, subject to your compliance with these terms, be on non-exclusive, non-transferable and revocable basis (i.e. you are not permitted to licence, sublicense, redistribute, publically display or commercially exploit or resell any API or API Data to others).
  10. You acknowledge and agree to FIL monitoring your access and use of the API Store, APIs and API Data (including use of cookies). You agree to promptly assist us in verifying your compliance with these Terms by providing access to your Applications, systems and other materials related to your use of the APIs or API Data upon receipt of our request. If we start collecting the cookies then we might update the Terms and notify the revised terms and applicable Cookies Policy on the API Store.
  11. If an API contains software or code subject to Open-Source Licences, you shall use such an API in accordance with the terms of the applicable Open-Source Licences.
  12. You shall ensure that the Applications (whether using the APIs or not) are not mistaken or misrepresented as being FIL’s products or services. You agree that the Applications shall at all times be made available or provided as your Applications and you shall not act in a way or permit anything, which implies that FIL is in any way endorsing your Application. You must not promote or use your Application or any goods and services associated with your Application (including while using the FIL API Services) which implies or suggests that they are endorsed by or in any way affiliated with FIL, or any of our related companies without the FIL’s written permission.
  13. We will not be liable for any of your Application, information, data, software, that is submitted on the API Store or use with the FIL API Services ("Your Material"), including in relation to any loss, corruption or deletion of Your Material (including backup data) whether arising as a consequence of our acts or omissions or otherwise. You hereby grant us a non-exclusive, worldwide, royalty-free, irrevocable licence to use, copy, publish, host and transmit Your Materials in connection with the provision of the API Store and/or APIs to you.
  14. You hereby represent, warrant and undertake to us that Your Materials shall contain viruses, malicious or harmful components that may interfere with the operation of the API Store and/ or the FIL’s (or third party’s) IT systems and/ or otherwise which is objectionable including, for example, unlawful, harassing, libellous, obscene or similar materials or which is against the public policy or infringing other’s rights. You further warrant that any of Your Materials uploaded or accessed by FIL while using the FIL API Services will not result in any claim against FIL, its group companies and their directors, officers, employees, agents or shareholders.
  15. You are responsible for all costs associated with your access or use of the FIL API Services and overall compliance with these Terms.
  16. FIL and its third party licensors own all rights, title and interest (including any intellectual property rights) in and to the FIL API Services (including without limitation any information on it, other than Your Materials), the APIs and API Data.
  17. You represent and warrant that you or your third party licensors own all rights, title and interest (including any intellectual property rights) in and to Your Materials, and you grant to FIL (and its related companies) a non-exclusive and royalty free licence to use and copy Your Material for the purposes of facilitating and administering your access to and use of the API Store, the APIs and any API Data. You represent and warrant that the use of the Application by its users, our use and any copying of Your Material, will not violate or infringe the rights (including intellectual property rights) of any third party or result in any claim against FIL and its group companies.
  18. In the event that any enhancements, derivatives, changes, modifications, alterations or adaptations of or to the FIL API Services (collectively "Derivative Works"), are made, created, developed, or acquired by your use, access or combination with Your Applications, all rights, title and interest (including intellectual property rights), in and to such Derivative Works shall belong to FIL. You shall take all steps necessary and all such actions to vest full ownership of such Derivative Works in FIL.

Indemnity and Liability:

  1. You will indemnify, defend, and hold harmless FIL, its affiliates, and their officers, directors, employees, agents, licensors, users and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use of the FIL API Services, API Data, other than as expressly allowed by this Agreement; (b) your breach or alleged breach of any of the terms, conditions and representations or warranties given under this Agreement; (c) your Applications or business; or (d) your gross negligence or wilful misconduct. You will control the defense and settlement of any claim subject to indemnification by you hereunder, provided that you may at any time elect to take over control of the defense and settlement of any claim. You may not settle or compromise any such claim without FIL’s prior written consent.
  2. IN NO EVENT WILL FIL OR ITS AFFILIATES AND THEIR EMPLOYEES, AGENTS, USERS OR PARTNERS, SHAREHOLDERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR LOSS OF GOODWILL OR LOSS OF ANTICIPATED SAVING) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE API SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
  3. FIL’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO FIL FOR USE OF THE API SERVICES IN THE LAST YEAR (IF ANY) OR (ii) FIFTY DOLLARS ($50).
  4. Equitable Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to FIL. Accordingly, you agree that, in addition to any other remedies to which FIL may be legally entitled, FIL shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.

Privacy:

  1. For your use of the FIL API Services you are not required to share any Personal Data and FIL is not collecting any Personal Data from you. However, if we require any Personal Data from you we shall reach out to you (including through implementation of registration process at the API Portal). Before we start collecting the Personal Data we will update these Terms by putting the revised terms on the API Portal.
  2.  "Personal Data" means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information.

General Terms:

  1. These Terms of Use, their subject matter and their formation, are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales without regard to conflict of law provisions thereof. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of this Agreement, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys’ fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the FIL API Services, or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
  2. You consent to be involved in FIL’s marketing and publicity activities concerning your use of the FIL API Services by giving appropriate attribution to the use of the FIL API Services in your offerings or materials. Nothing herein permits you to use FIL’s logo, trade mark or other proprietary marks without FIL’s prior written consent.
  3. We may terminate your access to the API Store, the APIs and any API Data at any time.
  4. In the event of termination, FIL may delete Your Material from the API Store and all rights (including licences) granted to you under these Terms shall immediately cease, and you shall cease access and use of the FIL API Services.
  5. You will at all times use the FIL API Services and all API Data in accordance with all applicable worldwide laws and regulations and these Terms including but not limited to laws, regulations and directives regarding privacy, data security and the export of data, and you must not use the FIL API Services and the API Data to conduct or facilitate, in any way, activity that is in violation of applicable worldwide laws or regulations or these Terms.
  6. You may not assign, delegate or otherwise transfer your rights under this Agreement, without the FIL’s prior written consent. Any attempted assignment in violation of this paragraph shall be void. FIL has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement.
  7. Both of us agree that if any part of this Agreement is determined or found to be illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and such illegal, invalid, or unenforceable part shall be severed from, and will not affect the legality, validity or enforceability of, the remainder of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement.