These API Terms of Use are intended to explain Your obligations as a user of the Vincere API.

 

These API Terms of Use represent a legally binding agreement between You and Vincere with respect to Your access to and use of the Vincere API.

 

Vincere may update these API Terms of Use from time to time. You will be deemed to have accepted any changes to the Terms if you continue to use the Vincere API after the date of an update.

 

Whenever you access and use the Vincere API you are acknowledging that You have read, understood and accepted these API Terms of Use and have the authority to act for any person or entity on behalf of whom You are using the Vincere API.

 

DEFINITIONS

 

1. "Agreement" means these API Terms of Use.

 

2. "API Vendor" means the person (meaning either a natural or legal person) who is licensed under these API Terms of Use to access and use the Vincere API, and, where the context permits, includes any entity on whose behalf that person registers to use the Vincere API.

 

3. "Confidential Information" of a party includes any and all information of any type contained in or comprising advice, reports, accounts, manuals, contracts, techniques, operations, processes, software, applications, names, logos, marks, copyright subject matter, patentable subject matter, inventions, drawings, photographs, formulae, costs, estimates, methods of doing business, marketing and business plans, budgets, sales and customer lists, details or preferences of clients or customers, client and customer data (including Personal Data), proposed projects and products, and all other information, trade secrets and know-how whether written, oral, or embodied in any other form or medium, which is obtained directly or indirectly from the party either before or after the date of this Agreement.

 

4. "Documentation" means any materials, documentation or information in any form provided by Vincere in connection with the use and functioning of the Vincere API.

 

5. "Intellectual Property Right" means any patent, trademark, service mark, copyright and related rights, moral right, right in a design, rights to inventions, copyright, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, know-how), and all other intellectual property rights, Confidential Information (including know-how) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future anywhere in the world.

 

6. "Invited User" means any natural person that uses the Vincere API with the authorisation of the API Vendor from time to time.

 

7. "Vincere" means the Platform operated by ACCESS UK LTD, The Old School, School Lane, Stratford St Mary, Colchester, Essex, CO7 6LZ.

 

8. "Vincere API" means any and all application programming interfaces made available from time to time by Vincere (including as changed or updated).

 

9. "Vincere Data" means any data, information or material obtained, accessed or used by You which relates to or originates from or through the Vincere API, the Vincere Service, any users of the Vincere Service or any other clients, contractors, vendors or Vendors of Vincere, and may include Personal Data.

 

10. "Vincere Service" means Vincere’s software-as-a-service online recruitment management system as made available to Vincere’s clients from time to time.

 

11. "Our" means Vincere. "Us" and "We" have the same meaning.

 

12. "Vendor Services" means services and applications created by the API Vendor through or with use of the Vincere API for use or interaction with the Vincere Service.

 

13. "Personal Data" shall include without limitation all information or opinions about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not. It also includes de-identified, generic, or demographic information which on its own may not be sufficient to identify a particular individual, but when re-identified or combined with other information is sufficient to identify a particular individual.

 

14. "Privacy Law" means any applicable law in any applicable jurisdiction relating to the privacy, confidentiality, disclosure or use of any Personal Data, including the Personal Data Protection Act 2012 (PDPA).

 

15. "API Terms of Use" means these API terms of use and if relevant any special terms and conditions agreed in writing by You and Us.

 

16. "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

 

17. "Website" means the internet site located at the domain vincere.io.

 

18. "You" means the API Vendor and where the context permits, an Invited User. "Your" has the same meaning.

 

1. USE OF VINCERE API

 

Subject to the restrictions set out in clause 2 and the other terms and conditions of this Agreement, Vincere grants You a non-exclusive, non-transferable right (without the right to grant sublicenses) to access and use the Vincere API during the term of this Agreement, and strictly for the purposes expressly set out in this Agreement. You acknowledge and agree that:

 

1. Vincere will grant access tokens to the API Vendor, however the API Vendor may determine who is an Invited User;

 

2. the API Vendor is responsible for all Invited User’s use of the Vincere API and as such must ensure that the Invited Users use the Vincere API and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Invited User's breach of this Agreement;

 

3. Vincere controls each API Vendor and Invited User's level of access to the Vincere API at all times and can revoke or change an API Vendor or Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an API Vendor or Invited User or shall have that different level of access, as the case may be;

 

4. it is the API Vendor’s responsibility to ensure that each Invited User is issued with and keeps a secure password for their usage of the Vincere API and that each Invited User keeps their password confidential; and

 

5. the API Vendor shall maintain a written, up to date list of current Invited Users and provide such list to Vincere within 5 Business Days of Vincere's written request at any time or times.

 

2. YOUR OBLIGATIONS

 

You agree that as a condition of Your use of the Vincere API, You will comply with the following obligations:

 

2.1. General Obligations

 

You shall:

 

2.1.1 not publish or make available any Vendor Services until they have been approved in writing by Vincere;

 

2.1.2 only use the Vincere API to create and use such Vendor Services as have been approved by Vincere in writing;

 

2.1.3 only use the Vincere API for Your own lawful internal business purposes, and in accordance with these API Terms of Use and any additional conditions posted on the Website from time to time;

 

2.1.4 comply with any requirements or conditions set out in any Documentation and ensure that Your network and systems comply with the relevant specifications provided by Vincere from time to time;

 

2.1.5 be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the Vincere API, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;

 

2.1.6 co-operate with Vincere in all matters relating to the Vincere API;

 

2.1.7 comply with all applicable laws and regulations with respect to your activities under this Agreement, including your use of the Vincere APIs, the Vincere Service and any Vendor Services; and

 

2.1.8 obtain and maintain all necessary licences, permissions and consents which may be required before You use the Vincere API.

 

2.2 Access Obligations:

 

2.2.1 You must ensure that all usernames, passwords and access tokens required to access the Vincere API are kept secure and confidential. You must prevent any unauthorised access to, or use of, the Vincere API and must immediately notify Vincere of any unauthorised use of Your passwords or any other breach of security. You must take all other actions that Vincere reasonably requires to maintain or enhance the security of Vincere's computing systems and networks, and Your access to the Vincere API. You shall indemnify Vincere against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of Your computer systems, security systems or passwords, or any unauthorised disclosure of Vincere Data or Confidential Information occurring via any system controlled by You.

 

2.2.2. It is a condition of these Terms, when accessing and using the Vincere API, You must not:

 

a. attempt to undermine the security, stability or integrity of Vincere's computing systems or networks or, where the Vincere API or Vincere Service is hosted by a third party, that third party's computing systems and networks;

 

b. use, or misuse, the Vincere API in any way which may impair the functionality of the Vincere API or Vincere Service, or other systems used to deliver the Vincere APIs or impair the ability of any other user to use the Vincere API or Vincere Service;

 

c. use or allow any automated systems or bots to collect, harvest or “scrape” data or information from or through the Vincere API or Vincere Service, except as may be expressly permitted by Vincere or in any Documentation.

 

d. attempt to gain unauthorised access to any materials or security levels other than those to which You have been given express permission to access or to the computer system on which the Vincere API is hosted;

 

e. transmit, or input into the Vincere API or Vincere Service any files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which You do not have the right to use);

 

f. access, store, distribute or transmit any Viruses, or any material or content during the course of use of the Vincere APIs that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property and Vincere reserves the right, without liability or prejudice to its other rights to You, to disable Your access to any material that breaches the provisions of this clause;

 

g. transmit any material or content, or otherwise use the Vincere API or Vendor Services, in any manner which infringes the rights, including the Intellectual Property Rights of any third party;

 

h. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these API Terms of Use or the Documentation, attempt to modify, copy, adapt, reproduce, disassemble, create derivative works from, frame, mirror, republish, decompile, reverse engineer, exploit (including commercially) or otherwise reduce to human-perceivable form all or any portion of the Vincere API or Vincere Service or any underlying computer programs or software used to deliver the Vincere APIs or the Vincere Service;

 

i. access or use all or any part of the Vincere API in order to build a product or service which competes with, or may in the reasonable opinion of Vincere, compete with, any product, service or business of Vincere including the Vincere Service;

 

j. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Vincere API available to any third party except the Invited Users.

 

2.2.3. Your Representations and Indemnity:

 

You represent and warrant that: (a) you have full power and authority to enter into and perform your obligations under these API Terms of Use; (b) your use of the Vincere API and the Vendor Services will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (“Laws”); (c) all information you provide to Vincere is and will be true, accurate, and complete; and (d) you will not interfere with Vincere’s business practices, the way in which it offers the Vincere Service or the Vincere API or any third party products or networks used with the Vincere API. You will indemnify, defend (at Vincere’s request) and hold harmless Vincere and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from: (i) your use of the Vincere API; (ii) Vendor Servicesand your relationships or interactions with any users or third party distributors of Vendor Services or (iii) your breach or alleged breach of these API Terms of Use. Vincere may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Vincere’s prior written consent (not to be unreasonably withheld).

 

3. API and API AVAILABILITY

 

3.1 The Vincere API is provided “as is”. Vincere shall use commercially reasonable endeavours to make the Vincere API available for use, subject to any planned or unplanned maintenance. Vincere may change, amend, upgrade or discontinue use of the Vincere API at any time without notice and without liability to you. Without limiting this, you acknowledge that Vincere may discontinue or alter certain functionality of the Vincere API. Your continuing access to the Vincere API is not guaranteed.

 

3.2 Vincere:

 

3.2.1 does not warrant that Your use of the Vincere API will be uninterrupted or error-free; or that the Vincere API, Documentation and/or the information obtained by You through the Vincere API will meet Your requirements or be fit for any particular purpose; and

 

3.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Vincere API and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

 

3.2.3 may provide you with support or modifications for the Vincere API, but Vincere is not obligated to do so and has no obligation to fix or respond to errors You may encounter. In Vincere’s discretion and without any liability to Vincere, Vincere may add, remove or modify any Vincere API features or endpoints; impose additional eligibility requirements or restrictions for access to the Vincere API; or discontinue Vincere API features or endpoints. If Vincere modifies the Vincere API features or endpoints, Vincere may require You to use the modified version, which may not be compatible with Vendor Services developed using previous versions. Vincere typically makes these changes as part of its overall Vincere API features and may not be able to provide You with individual notice of the changes.

 

3.3 This Agreement shall not prevent Vincere from entering into similar agreements with third parties, or from allowing third parties to develop, use, sell or license documentation, products and/or services which may be similar to or compete with You or the Vendor Services.

 

3.4 Vincere may impose usage limits on customers or endpoints, such as request rate limiting, for Vincere APIs to ensure availability for all customers. This will be at the sole discretion of Vincere.

 

3.5 As Vincere is an evolving platform, occasionally changes (including breaking changes) will be required to be made to the Vincere API or associated documents located at https://api.vincere.io/ from time to time.

 

4. CONFIDENTIALITY AND PRIVACY

 

4.1 Confidentiality

 

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

 

a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these API Terms of Use. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these API Terms of Use.

 

b. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

 

c. Each party's obligations under this clause will survive termination of these API Terms of Use.

 

d. You acknowledge that details, code and workings of the Vincere API constitute Vincere's Confidential Information.

 

e. The provisions of clause 4.1.a) shall not apply to any information which:

i. is or becomes public knowledge other than by a breach of this clause;

ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

iv. is independently developed without access to the Confidential Information;

v. is disclosed to an actual or potential buyer of or investor in Vincere, its related bodies corporate or any other entity from time to time forming part of the Vincere group, provided that person is subject to confidentiality obligations commensurate with those of Vincere under this Agreement; or

vi. is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4.1(e)(vi), it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

 

4.2 Data and Privacy

 

a. Vincere Data remains at all times the property of Vincere or users of the Vincere Service, as applicable. You must only use Vincere Data for purposes directly related to Your Vendor Services accessed through or in connection with the Vincere API, and as may be approved by Vincere. Vincere makes no warranty in relation to the Vincere Data, either as to its accuracy or reliability, or that any use by You will be in accordance with applicable law or that it will not infringe the rights of any third party.

 

b. You must ensure the security of Vincere Data, secure it from any unauthorised use, and comply with any specific or technical security requirements set out in any Documentation or which is otherwise notified to You by Vincere from time to time.

 

c. Vincere maintains a privacy policy that sets out the parties' obligations in respect of Personal Data (“Privacy Policy”). This Privacy Policy is set out at https://vincere.io/privacy and may be amended from time to time by Vincere. You will be taken to have read and accepted the Privacy Policy when You accept these API Terms of Use.

 

d. If collecting, using, processing or disclosing (Processing) any Personal Data obtained through the Vincere API or from users of the Vincere Service, you must obtain the express consent of such users to the proposed Processing. You must comply with all Privacy Law in conducting such Processing and in making your Vendor Services available. Vincere makes no warranty that any Personal Data obtained through the Vincere API may be used for any particular purpose or that the relevant individuals have consented to Processing by You. You must not do anything that does or may cause Vincere or users of the Vincere Service to breach any applicable Privacy Law. Each party agrees the parties are independent data controllers in respect of their own use of any Personal Data obtained through the Vincere API or from users of the Vincere Service.

 

e. If any user of the Vincere Service requests or requires its disconnection from any Vendor Services or the return or destruction of any data or information relating to it, You will, subject to any legal obligations to the contrary, promptly comply with any such request or requirement.

 

f. You must include, and keep up-to-date, the location (URL) of Your user agreement and privacy policy when registering Purchaser Services.

 

g. In the event of a data breach or suspected data breach affecting any Vincere Data or Personal Data, whether occurring on or through Vincere’s or Your systems or infrastructure, the party becoming aware of the breach must notify the other and provide details of the breach without unde delay. The parties must cooperate in order to allow both parties to comply with any legal requirements and to minimise any loss or damage resulting from the data breach. You shall indemnify Vincere against any loss or damage it may suffer in connection with a data breach under this clause except to the extent that the data breach or any resulting loss or damage was caused by Vincere’s acts or omissions.

 

h. You are solely and exclusively responsible for Your own data which You may upload or use in connection with the Vincere API. Vincere disclaims all liability for any loss or corruption of or damage to any of Your data.

 

5. INTELLECTUAL PROPERTY

 

5.1 General:

 

Title to, and all Intellectual Property Rights in or arising out of or in connection with the Vincere API, the Vincere Service, the Website and any Documentation remain the sole and exclusive property of Vincere (or its licensors, or related entities, as applicable). Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patent, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website, the Vincere API or any associated Documentation.

 

You must not use the Vincere name or trade mark unless expressly authorised by Vincere in writing to do so and then only in the form and to the extent authorised by Vincere.

 

Your acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Vincere obtaining a written licence from the relevant licensor on such terms as will entitle Vincere to license such rights to You.

 

You understand and acknowledge that Vincere may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Vendor Services , and nothing in these API Terms of Use will be construed as restricting or preventing Vincere from doing so. In addition, in order to allow others to benefit from the Vincere API, You agree not to assert (or assist or encourage anyone in asserting) any patent claims against Vincere (or its users, customers Vendors or developers, or Vincere’s or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the Vincere Service or our other products or services.

 

5.2 Your Services:

 

You retain ownership of any Intellectual Property Rights in Vendor Services, subject to Vincere’s rights in any underlying Vincere materials. You agree to provide Vincere with a reasonable number of copies of or other access to Vendor Services. During the term of these API Terms of Use You hereby grant to Vincere a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of Your Intellectual Property Rights, to: (a) use, perform, and display Vendor Services and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making Vendor Services available to users; and (b) link to and direct users to Vendor Services. Following the termination of these API Terms of Use and upon written request from You, Vincere will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Vendor Services from the Website and the Vincere Service. Vincere has no other obligation to delete copies of, references to, or links to Vendor Services.

 

6. WARRANTIES AND ACKNOWLEDGEMENTS

 

6.1 You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that your use of the Vincere API and Vendor Services complies with laws applicable to You (including but not limited to laws relating to the privacy of Personal Data) and will not infringe the rights of any third parties. Vincere makes no warranty that any particular functionality provided by the Vincere API or Vincere Service, or any particular activities which may be able to be carried out by the Vincere API or Vincere Service (whether alone or in conjunction with third party sites or applications), will be lawful or will not infringe the rights of third parties.

 

6.2 You warrant that You comply with and will continue to comply with the terms of use of third party websites which You or the Vendor Services access (including but not limited to social media websites) and in particular that You are aware of and agree to comply with the privacy conditions of all such third party websites.

 

6.3. THE VINCERE API, VINCERE SERVICE AND ALL OTHER VINCERE MATERIALS (DEFINED BELOW) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. VINCERE AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. VINCERE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE: (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE VINCERE API OR ANY VINCERE MATERIALS; (B) THAT VINCERE WILL CONTINUE TO OFFER THE VINCERE API; OR (C) THAT USE OF ANY VINCERE MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET Vendor’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.

 

7. LIMITATION OF LIABILITY

 

7.1 Nothing in this Agreement is intended to exclude or limit Vincere’s liability for any liability which cannot be limited or excluded by applicable law.

 

7.2 If Vincere incurs any liability to You under or as a result of any such non-excludable provisions, then Vincere’s liability is limited to (at Vincere’s election) the re-supply of the Vincere API, or the payment of the cost or re-supplying the Vincere API.

 

7.3 Subject only to clauses 7.1 and 7.2:

 

a. Vincere gives no warranty about the Vincere API. Without limiting the foregoing, Vincere does not warrant that the Vincere API will meet Your requirements or that it will be suitable for any particular purpose. All implied conditions, warranties representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

 

b. If Vincere incurs any liability to You, whether in contract, tort (including negligence) or otherwise, then Vincere’s liability is limited to (at Vincere’s election) the re-supply of the Vincere API, or the payment of the cost or re-supplying the Vincere API;

 

c. despite clause 7.3 b) Vincere excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under on in connection with the API Terms of Use for any consequential or indirect loss of any kind (including loss or corruption of software, information or data); any loss of profits; any loss of sales or business; any loss of agreements or contracts; any loss of anticipated savings; any loss of damage or goodwill.

 

7.4 In no event shall Vincere, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:

 

a. a modification of the Vincere API by anyone other than Vincere; or

 

b. Your use of the Vincere API in a manner contrary to the instructions given to You by Vincere; or

 

c. Your use of the Vincere API after notice of the alleged or actual infringement from Vincere or any appropriate authority.

 

8. TERMINATION

 

8.1 Vincere may terminate this Agreement and/or your access to the Vincere API at any time without cause or the requirement to provide any reasons to You. Vincere will have no liability to You of any kind in the circumstances, including that it will have no liability for any detriment to or loss of functionality of any Vendor Services.

 

8.2 On termination of this Agreement for any reason:

 

a. all licences granted under this Agreement shall immediately terminate and You shall immediately cease all use of the Vincere API;

 

b. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

 

c. You must return to Vincere, or at Vincere’s option destroy, any Vincere Data, Documentation or Confidential Information, and certify to Vincere that this has been done.

 

9. MODIFICATIONS TO TERMS

 

Vincere may modify these API Terms of Use or any additional terms that apply to the Vincere API occasionally, for example, to reflect changes to the law, changes to the Vincere API or for other reasons in Vincere’s discretion. Vincere shall post notice of modifications to these API Terms of Use or the additional terms within the documentation for the Vincere API. Changes are effective thirty (30) days after they are posted. However, changes specific to new functionality for the Vincere API, changes made for legal reasons, and any changes to Documentation or policies referenced herein, will be effective immediately. You may be required to accept the modified terms in order to continue using the Vincere API, and in any event you agree that your continued use of the Vincere API after the changes become effective constitutes acceptance of the modified terms. Except as set forth in this Section 9, all amendments must be in writing and signed by both parties.

 

10. GENERAL

 

10.1 Entire Agreement:

 

This Agreement, together with the Privacy Policy, supersedes and extinguish all prior agreements, promises, assurances, warranties, representations and understandings (whether oral or written), and constitutes the entire agreement between You and Vincere relating to the Vincere API and the other matters dealt with in these API Terms of Use.

 

10.2 Waiver:

 

If either party waives any breach of these API Terms of Use, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

 

10.3 Severance:

 

If any provision or part-provision of these API Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these API Terms of Use.

 

10.4 Assignment:

 

You may not assign or transfer any rights under these API Terms of Use to any other person without Vincere's prior written consent. Vincere may assign this Agreement or the benefit of this Agreement, or it may novate this Agreement, in its discretion to any third party. This clause constitutes Your consent in advance to any such assignment or novation.

 

10.5 Third Parties:

 

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

 

10.6 Governing law:

 

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales.

 

10.7 Jurisdiction:

 

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 or its subject matter or formation.

 

10.8 Notice:

 

Any notice given under these API Terms of Use by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Vincere must be sent to [email protected] or to any other email address notified by email to You by an authorized Vincere representative. Notices to You will be sent to the email address nominated by You.

 

10.9 Interpretation:

 

In the interpretation of this Agreement, no clause will be construed or interpreted against the party that will benefit from the clause because it was drafted or put forward by that party.