API Terms of Use

Thank You for developing with VEMLI APIs!
The VEMLI APIs Terms of Use (“Terms”) constitute a legal agreement between You and Your organization or company (collectively “You”) and Vemli IT Services (hereafter “Vemli” or “We”) relating to Your use of VEMLI Applications Programming Interfaces (hereafter “Vemli APIs” or “APIs”) and the information contained in the APIs (the “API Data”) to allow the use of Vemli resources such as items and receipts with/by Your or third party applications, programs or other systems provided by You. These Terms define the legal use of the VEMLI APIs, all updates, revisions, substitutions and any copies of the VEMLI APIs made by or for

 

Acceptance of Terms and Changes
You adhere to these Terms of Use and the VEMLI Terms of Use by accessing or using the VEMLI APIs, including within or interfaced with a software application, tool, website, service or product that You create or offer (Your “Application”), and You comply with any accompanying documentation that relevant to Your use of the Vemli APIs.
You represent that You have authority to enter into this agreement and by clicking “I agree to Vemli API Terms of Use” or otherwise accessing the APIs, that You accept these Terms of Use. If You are using the APIs on behalf of an entity, You represent and warrant that You have full legal authority to bind that entity to these Terms of Use and by accepting the Terms, You are doing so on behalf of that entity (and all references to "You" in the Terms refer to that entity as well).
Vemli reserves the right to update, change, amend or terminate these API Terms at any time and all documents incorporated by reference. The most recent version of these Terms of Use can be found at https://vemli.co/api-terms. Your use of the Vemli APIs after such changes or amendments constitutes acceptance of the updated API Terms. If You do not agree to the new API Terms or if we terminate these API Terms You must immediately discontinue Your use of the APIs.

 

License to Use VEMLI APIs
Сavius grants You a limited, non-sublicensable, non-exclusive, non-transferable, revocable license to access and use the Vemli APIs with the terms set forth herein. All rights, not expressly granted to You, are reserved by Vemli or its subsidiaries and affiliates. Your license to use the Vemli APIs under these Terms continues until either party terminates it.
The License allows You to add, access, use, edit and receive the API Data through the applicable APIs, and to transmit, use and display the API Data, consistent with the Restrictions below and subject to the Terms of Use. You shall use the guidelines of the Vemli API to place an application identification information (API key) into any application / software / system You develop that incorporates or makes use of the Vemli API.

 

Restrictions
In addition to the terms and conditions in these Terms of Use You agree NOT to:

1. Use the Vemli APIs in any way not expressly authorized in this Agreement.
2. Change, modify or otherwise alter the APIs or the API Data in any manner not permitted by the API itself.
3. Use the Vemli APIs in a way that impacts the stability of the Vemli service and Vemli applications, impacts the use of the APIs by others and disrupt, interfere with, or attempt to gain unauthorized access to any resources connected to or which can be accessed via the Vemli APIs.
4. Misuse the API, including by modifying, editing, altering, creating derivative works, disassembling, decompiling, reverse-engineering, or extracting source code from the Vemli API or any other Vemli applications, programs or software (except to the extent such restrictions are expressly prohibited by law), although you may adjust the size of metadata as necessary and as authorized under this Agreement or by distributing or making copies of the Vemli applications, programs or software.
5. Use the Vemli APIs in a way that could impair, harm or damage Vemli, the Vemli APIs, any Vemli applications, programs or software, or anyone's use of the Vemli APIs or any Vemli products.
6. Scrape, build databases or otherwise create copies of any data accessed or obtained using the Vemli APIs, except as necessary to enable an intended usage scenario for Your Application.
7. Facilitate unauthorized access to the Vemli applications, including (i) enabling access to, or use of, the Vemli applications in violation of the Vemli Terms of Use and Vemli Privacy Policy.
8. Make Your Application available for use in a manner that circumvents the need for users to obtain a valid license to the Vemli application or service that is accessed through the Vemli APIs.
9. Request from the Vemli APIs more than the minimum amount of data, or more than the minimum permissions to the types of data, that Your Application needs to use the intended functionality of Your Application.
10. Use an unreasonable amount of bandwidth, or adversely impact the stability of the Vemli APIs or the behavior of other apps using the Vemli APIs.
11. Attempt to circumvent the authorization, pagination, rate limits or any other limitations and controls Vemli sets on Your use of the Vemli APIs. Vemli sets and enforces limits on Your use of the Vemli APIs (e.g., limiting the number of API requests that You may make or the number of users You may serve), in its sole discretion.
12. Use Vemli APIs in any manner that works around any technical limitations of the Vemli APIs or reverse engineer, decompile or disassemble the Vemli APIs, except and only to the extent that applicable law expressly permits, despite this limitation.
13. Use the Vemli APIs, or any data obtained using the Vemli APIs, to conduct performance testing of a Vemli service or product unless expressly permitted by Vemli pursuant to a duly executed written agreement.
14. Use the Vemli APIs, or any data obtained using the Vemli APIs, to identify, exploit or publicly disclose any potential security vulnerabilities.
15. Request, use or make available any data obtained using the Vemli APIs outside any permissions expressly granted by Data Subjects in connection with using Your Application.
16. Redistribute, sell, transfer, share, lease, resell, or sublicense access to the Vemli APIs, any data obtained using the Vemli APIs, or any other Vemli service or product accessed through the Vemli APIs without Vemli prior, express, written permission.
17. Misrepresent expressly, by omission, or implication, the need for users to obtain a valid license to the Vemli application or service that is accessed through the Vemli APIs.
18. Use the Vemli APIs or allow any user to use the Application in a way that any manner violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of data privacy, or in any manner inconsistent with the VEMLI Terms of Use or the Vemli API Terms of Use, including:
    1. Illegal activities, such as child pornography, gambling, violating copyright, trademark or other intellectual property laws;
    2. Intending to exploit minors in any way;
    3. Accessing or authorizing anyone to access the Vemli APIs from an embargoed country;
    4. Threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason;
    5. Violating applicable data privacy laws and regulations.
19. Use the Vemli APIs for any product or service and in any manner that competes with products or services offered by Vemli or use the Vemli APIs in any other manner to compete with Vemli offerings or to build products and services that compete with, or that replicate or attempts to replace an essential user experience of a Vemli product or service without prior written permission.
20. Use the Vemli APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, hate materials or materials urging acts of terrorism or violence, hacking/surveillance/interception/ descrambling equipment.
21. Use any viruses, worms, Trojan horses, or any other harmful code that could affect the Vemli products or services.

 

 

Security
You warrant that Your Application has been developed to operate with Vemli API content in a secure manner. Your network, operating system and the software of Your servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate Your Application and store content collected through Your Application (including the Vemli API content). Your Application must use reasonable security measures to protect the private data of Your users.
We may use technology to detect, prevent or limit the impact of any issues caused by Your Application (before, after, or instead of suspension of Your access). This may include, for example, (i) filtering to stop spam, (ii) performing security or privacy monitoring regarding scraping, denial of service attacks, user impersonation, application impersonation, or illicit consent grant(s), or (iii) limiting or terminating Your access to the Vemli APIs.
You must have a process to respond to any vulnerabilities in Your Application, and in the case of any vulnerabilities related to Your Application's connection to the Vemli APIs discovered by You or reported to You by a third party, You agree that You will provide vulnerability details to the Vemli Security Response Center (info@vemli.co).
In the event of a data breach by You resulting from any aspect of the Vemli APIs involving Your Application or any data collected through Your Application, You will promptly contact the Vemli Security Response Center (info@vemli.co) and provide details of the data breach. You agree to refrain from making public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Vemli in each instance as it relates to the Vemli APIs.
The rights and requirements of this section will survive for five (5) years following any termination of these API Terms.

 

Application Authorization
In order to access and use our APIs you must follow one of the two available authentication methods:

1. Personal access tokens (PAT)
2. OAuth 2.0

 

 

A Personal Access Token (PAT) is used as an alternate password to authenticate and is a simple way to make calls to the API.

OAuth 2.0 Authentication is the preferred method of authenticating access to the API. OAuth2 specification defines a delegation protocol that is useful for conveying authorization decisions across a network of web-enabled applications and APIs.

 

Compliance with Applicable Privacy and Data Protection Laws
You must comply with all laws and regulations applicable to Your use of the data accessed through the Vemli APIs, including without limitation laws related to data privacy. In case You operate within the European Union or You process data of European Citizens, You must follow the General Data Protection Law. (GDPR). Your use of the Vemli APIs is conditioned upon implementing and maintaining appropriate protections and measures for Your service and Application, and that includes Your responsibility to the data obtained through the use of the Vemli APIs. For the data You obtained through the Vemli APIs, You must:

1. obtain all necessary consents before processing data and obtain additional consent if the processing changes, of applicable;
2. in the event You're storing data locally, ensure that data is kept up to date and implement corrections, restrictions to data, or the deletion of data as reflected in the data obtained through Your use of the Vemli APIs;
3. implement proper retention and deletion policies, including deleting all data when Your user abandons Your Application, uninstalls Your Application, closes its account with You, or abandons the account;
4. provide adequate information to the data subjects regarding the purpose, scope and type of processing and any other information as per the Data Privacy Laws and Regulations.

Nothing in the Agreement shall be construed as creating a joint controller or processor-subprocessor relationship between You and Vemli.

 

 

Confidentiality
You may be given access to certain non-public information, software, and specifications relating to the Vemli APIs ("Confidential Information"), which is confidential and proprietary to Vemli. You may use Confidential Information only as necessary in exercising Your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without Vemli's prior written consent. You agree that You will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information.

 

Property Rights
Vemli respects intellectual property rights, and expects You to also respect such rights. The Vemli products, services, related content, documentation, images, technology, software, websites, VEMLI trademark and logo, trademarks, trade names, logos, service marks, patents, copyrights, domain names and derivative rights, any additional intellectual or other property whether registered or unregistered, around the world which subsists now or will subsist in the future (“Intellectual Property”) are the property of Vemli or its subsidiaries and affiliates and protected by intellectual property rights. You do not have the right to use the Intellectual Property in any manner not covered by this Agreement.

Nothing in this Agreement shall be construed to convey, and by virtue of this Agreement you will not acquire, any ownership interest in the Intellectual Property.

You will not contest, or assist others in contesting, the validity, enforceability, ownership, or title of any Intellectual Property. You agree not to attempt to use or register any trademark or domain name that includes the word “Vemli,” any other Vemli or its subsidiaries and affiliates trademarks, logos or any name that is confusingly similar to any of them.

Further, you may not remove or alter any copyright, copyright protection technology, trademark, or other intellectual property notice contained in or provided through Vemli or its subsidiaries and affiliates Intellectual Property.

You agree that You will not contest or impair the rights of Vemli or its subsidiaries and affiliates in and to the Vemli trademark(s).

 

Termination
You may terminate the license by discontinuing Your use of all of the VEMLI APIs.
We may terminate these Terms, Your License to the VEMLI APIs and any rights granted herein at Vemli for any reason.
These Terms of Use terminate automatically if:

1. You violate any term of these Terms of Use,
2. Vemli publicly posts a written notice of termination on the VEMLI API,
3. Vemli sends a written notice of termination to You, or
4. Vemli ceases providing access to the VEMLI APIs to You.

Upon termination, all licenses granted herein immediately expire and You must cease use of the VEMLI APIs. You agree to remove all data obtained in connection with Vemli APIs from all networks and/or storage media, hard drives, etc. and return or delete all information in Your control or possession related to the APIs or the API Data, unless expressly permitted by VEMLI or prohibited by law. Neither party will be liable to the other for any damages resulting solely from termination of these API Terms.

 

 

Disclaimer of Warranties
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE VEMLI APIs. YOU UNDERSTAND THAT USE OF THE VEMLI APIs IS AT YOUR OWN RISK AND THAT WE PROVIDE THE VEMLI APIs ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE" TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. NOTHING IN THESE API TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE VEMLI APIs WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE VEMLI APIs MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.

 

Limitation of Liability
Vemli SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE VEMLI APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT VEMLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL VEMLI BE LIABLE TO YOU FOR ANY AMOUNT.

 

Indemnification
YOU SHALL INDEMNIFY AND HOLD Vemli AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS HARMLESS FROM ANY CLAIM OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES AND COSTS OF INVESTIGATION) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR USE OF THE VEMLI PLATFORM, VEMLI SERVICE OR VEMLI CONTENT OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.

 

DISCLAIMERS
ANY USE OF THE VEMLI API IS AT YOUR OWN RISK. THE VEMLI API IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE VEMLI API AND/OR OTHER VEMLI PRODUCT OR SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM Vemli SHALL CREATE ANY WARRANTY ON BEHALF OF Vemli IN THIS REGARD.

Vemli EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (I) THE VEMLI API AND/OR OTHER VEMLI PRODUCT OR SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (II) THE OPERATION OF THE VEMLI API WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE VEMLI API WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR CONSISTENT WITH YOUR EXPECTATIONS.

FURTHER, Vemli HAS NO OBLIGATION TO PROVIDE YOU OR ANY OTHER PARTY WITH SUPPORT, SOFTWARE UPGRADES, ENHANCEMENTS, OR MODIFICATIONS TO THE VEMLI API. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING USER OR DEVELOPER SUPPORT AND ANY OTHER TECHNICAL ASSISTANCE TO YOUR USERS OR OTHERS.

 

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

 

Survival
Sections of these API Terms of Use that, by their terms, require performance after the termination or expiration of these API Terms of Use will survive.

 

Modifications
We may modify these API Terms of Use at any time. The most recent version of these Terms of Use can be found at https://vemli.co/api-terms. Any modifications will be effective upon Your continued use of the Vemli APIs.

 

Entire Agreement
These API Terms of Use and any documents incorporated into these by reference, constitute the entire agreement between You and us regarding the Vemli APIs 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 these API Terms Terms of Use. If any provision of these API Terms of Use is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.

 

Relationship of the Parties
Notwithstanding any provision hereof, for all purposes of the Terms of Use, You and Vemli shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Vemli, express or implied, and You shall not attempt to bind Vemli to any contract.
Nothing in the Agreement shall be construed as creating a joint controller or processor-subprocessor relationship between You and Vemli.

 

Invalidity of Specific Terms
If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.

 

Location of Lawsuit and Choice of Law
The Terms of Use and the relationship between You and Vemli shall be governed by English law without regard to its conflict of law provisions. You and Vemli Commerce agree to submit to the personal jurisdiction of the courts located in England.