Stronghold Institutional Services Limited and its affiliates (referred to as Stronghold, we, our or us) have created these terms and conditions (Terms) so that developers like you can enjoy the benefits of our Platform while protecting both Stronghold’s and its users’ rights. By clicking on 'I agree' (or a similar box or button) or using the API Platform, you agree to be bound by these Terms. You may not use the API Platform if you do not agree to these Terms. These Terms are an agreement between the legal entity (including sole proprietors) that you identified on the registration page for use of the API Platform (you) and Stronghold.
If you are providing application development services or are otherwise acting as a third-party developer to a third party that will receive or otherwise benefit from User Data (Third-Party Recipient) obtained through the API Platform (i.e., you are a Third-Party Developer), you represent that you are acting as an agent of the Third-Party Recipient and you have the authority to bind the Third-Party Recipient to these Terms. In that case, 'you' includes the Third-Party Recipient as well.
If you subcontract the development of Your Applications, you will procure that any third-party subcontractor complies with these Terms. You are responsible for any act or omission of your subcontractor(s) as if they were your acts or omissions.
These Terms include any terms provided separately to you for the API Platform, including guidelines specific to certain types of developers and/or use cases.
If you are a marketplace application, dashboarding and benchmarking application, specialist white-labelled product developer, a bank or another type of financial services provider, please read Section 3 (Your Use Rights), Section 6 (Your Responsibilities) and Section 13 (Additional Terms for Financial Services) carefully.
These Terms will evolve as developers continue to innovate and find new, creative ways to use the API Platform, and will we provide notice of modifications as described in Section 12 (Modifications to Terms).
These Terms were last updated on January 25, 2019. If you registered to use the API Platform on or after January 25, 2019, these changes are effective immediately. If you registered to use the API Platform prior to January 25, 2019, these changes are effective beginning on January 25, 2019.
These Terms govern your access to and use of our APIs, software development kit (if any), app keys and access tokens, and developer webpages and documentation, including (without limitation) the documentation located at http://docs.stronghold.co (Documentation) (collectively, the API Platform). The API Platform is designed to allow you to connect your new and existing applications, products and services (Your Applications) with our own applications, products and services (collectively, the Stronghold Service).
Subject to these Terms, you may use the API Platform solely to enable Your Applications to access or interface with the Stronghold Service and as set forth in these Terms (your Use Rights). Your use must be as permitted in our Documentation and, without limitation, is subject to any call, usage and other limits as described in the Documentation or as we otherwise notify you. All of your rights are non-assignable, non-transferrable, and non-sub-licensable (however you may permit a subcontractor to access the API Platform solely for the purpose of, and to the extent necessary, to develop Your Applications and subject that subcontractor agreeing to comply with these Terms).
Unless otherwise specified in these Terms, your use within these Use Rights are permitted “free-of-charge” up to, but not to exceeding, any limits set out in the Documentation. We reserve the right to charge you for your use of the API Platform with prior notice to you.
If you are a Third-Party Developer, you are only permitted to pass through any User Data to the Third-Party Recipient on behalf of which you are connecting to the API Platform.
If you subcontract the development of Your Applications, then you will procure that any third-party subcontractor engaged by you is only passing through any User Data to you. Such subcontractors shall have no other use rights.
You agree not to use, nor permit any third party to use, the API Platform in a manner that violates any applicable law, regulation or these Terms.
If you are unsure whether your intended use case(s) comply with these Terms or the Documentation, please reach out to [email protected] before investing time and resources into building Your Application’s integration with Stronghold.
We reserve the right to modify or amend these Terms, in our sole discretion, at any time, in accordance with Section 12.
While we may provide you with support or modifications for the API Platform, we are not obliged to do so and we have no obligation to fix or respond to errors you may encounter.
In our discretion and without liability to you, we may add, remove or modify any features of the API Platform, impose additional eligibility requirements or restrictions for access to the API Platform, or discontinue the API Platform. If we modify the API Platform, we may require you to use the modified version, which may not be compatible with any of Your Applications developed using previous versions. We will typically make these changes as part of our overall API Platform programme and may not be able to provide you with individual notice of the changes.
Except where expressly stated, these Terms do not grant you any right, title, or interest in or to Stronghold's logos, trademarks, service marks or other distinctive brand features (Stronghold's Branding). You may not use Stronghold's Branding without our’s prior written consent. Any permitted use by you of Stronghold's Branding (including any goodwill associated therewith) will inure to the benefit of Stronghold.
You may promote Your Application, including talking to traditional and online media and your users about Your Application, but you may not issue any formal press release via traditional or online media referring to Stronghold or including any Stronghold Branding without our prior written consent. You must conduct all such activities truthfully and without implying that Your Application is created, sponsored, or endorsed by us (or otherwise embellishing your relationship with us) and you may not make any legal representations, guarantees or warranties on our behalf or with respect to the API Platform or the Stronghold Service. If You become aware that any public-facing articles are being developed by independent publications or authors connecting Your Application to Stronghold, then you agree to immediately inform us at [email protected]
We may publicly refer to you, orally or in writing, as a user of the API Platform. We may also publish your logos, trademarks, service marks or other distinctive brand features (with or without a link to Your Application) on our websites, in press releases, and in promotional materials without your prior consent.
If a user of the Stronghold Service allows Your Applications to retrieve any data, content or information of that user, including where such data is aggregated by you across more than one user (User Data) from the Stronghold Service, you must (1) access only the minimum data fields Your Application needs to work properly, as permitted by the user and (2) ensure the User Data is collected, processed, transmitted, maintained and used in accordance with Your Terms, all Laws (defined below) and reasonable measures that protect the privacy and security of the User Data.
Without limiting the foregoing, Your Terms must contain clear and legally adequate disclosures about the nature of Your Application’s integration with the API Platform and the User Data you are collecting and how you may use it. Your Terms must include a prominent link to Stronghold's Service Terms.
For clarity, any user’s access or use of the Stronghold Service itself is subject to Stronghold’s Service Terms or other applicable terms agreed by us with the user, not Your Terms. If we receive any User Data from or on behalf of a user, including through or enabled by Your Application, then we will treat such User Data under our applicable terms with such user and such data will no longer be subject to Your Terms.
You will use all reasonable efforts to protect and secure User Data from unauthorised access, use or disclosure and you will promptly notify us where User Data is accessed, used or disclosed without permission (Data Breach). Subject to the next sentence, you must not make any announcement or disclosure to any person in respect of any Data Breach without out prior written consent (not to be unreasonably withheld, but which may be given subject to conditions, including making changes to the form of announcement or allowing us to issue a notice first). If we do not give our consent to an announcement or disclosure in respect of a Data Breach and you consider that you are required by Law to make such an announcement or disclosure, then you may do so provided that you notify us first and give us a copy of the announcement or disclosure. You must co-operate with us in respect of any investigation into any Data Breach or any other unauthorised access, use or disclosure of any other data accessed through Your Applications or your systems using the API Platform or the Stronghold Services.
You are solely responsible for your use of the API Platform, Your Applications and any data or content that you use with the API Platform.
You represent and warrant that (a) you have full power and authority to enter into and perform these Terms and, if you are a Third-Party Developer, to bind the Third-Party Recipient to these Terms; (b) your use of the API Platform and Your Applications 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 (including the New Zealand Privacy Act 1993), data transfer, international communications and the export of technical or personal data (Laws); (c) all information you provide to us is and will be true, accurate, and complete; and (d) you will not interfere with our business practices, the way in which we offer the Stronghold Service or the API Platform or any third party products or networks used with the API Platform.
You will indemnify, defend (at our request) and hold harmless Stronghold 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 API Platform or User Data, (ii) Your Applications and your relationships or interactions with any users or third party distributors of Your Applications, or (iii) your breach or alleged breach of these Terms.
We may at our option and our own expense, run or, if we have requested you to run, participate in, the defence and settlement of any claim with our own counsel, and you may not settle a claim without Stronghold’s prior written consent (not to be unreasonably withheld).
TO THE EXTENT PERMITTED BY LAW, THE API PLATFORM, STRONGHOLD SERVICE, THE DOCUMENTATION AND ALL OTHER OF OUR MATERIALS (DEFINED BELOW) ARE PROVIDED 'AS IS' AND 'WITH ALL FAULTS'. WE AND OUR 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. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE API PLATFORM OR ANY OF OUR MATERIALS, (B) THAT WE WILL CONTINUE TO OFFER THE API PLATFORM OR (C) THAT USE OF ANY OF OUR MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS..
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY RELATED TO OUR MATERIALS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND (B) IN ANY EVENT OUR ENTIRE AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE GREATER OF (1) THE AMOUNT YOU PAID US (IF ANY) TO USE THE API PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (2) ONE THOUSAND U.S. DOLLARS (US$1,000). You acknowledge and agree that this Section 8 reflects a reasonable allocation of risk and that we would not enter into these Terms without these liability limitations. This Section 8 will survive notwithstanding any limited remedy’s failure of essential purpose.
NOTHING IN THESE TERMS OPERATES TO LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT, BY LAW, BE LIMITED OR EXCLUDED. FOR ANY LIABILITY THAT CANNOT BE EXCLUDED, BUT MAY BE LIMITED, TO THE EXTENT PERMITTED BY LAW, WE LIMIT OUR LIABILITY FOR BREACH OF THESE TERMS OR ANY FAILURE OF THE API PLATFORM, THE STRONGHOLD SERVICE, OR BREACH OF ANY OTHER STATUTORY WARRANTY OR GUARANTEE THAT CANNOT BE EXCLUDED, TO THE RESUPPLY OF THE API PLATFORM.
You understand and acknowledge that we 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 Your Application, and nothing in these Terms will be construed as restricting or preventing us from doing so, nor are we restricted or prevented from allowing any other person to access the API Platform, even if that person's products or services complete with Your Application. In addition, in order to allow others to benefit from the API Platform, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against us (or our users, customers partners or developers, or our or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the Stronghold Service or our other products or services.
We may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes that we reasonably deem necessary under these Terms. You understand and agree that we may access, preserve, and disclose your personal information and your developer account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Stronghold, its affiliates or partners, its users, or the general public.
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the API Platform, Documentation, Stronghold Service, Stronghold’s Branding, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, Our Materials).
Except for the limited use right expressly granted to you under these Terms, we do not grant you any right, title, or interest in Our Materials. You have no obligation to give us any suggestions, comments or other feedback relating to Our Materials (Feedback). If you provide us with Feedback, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable licence to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
You retain ownership of any intellectual property rights in Your Applications, subject to our rights in any of Our Materials. You agree to provide us with a reasonable number of copies of or other access to Your Applications. During the term of these Terms you hereby grant to us 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 Your Application and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making Your Application available to users; and (b) link to and direct users to Your Application. Following the termination of these Terms and upon written request from you, we will make commercially reasonable efforts, as determined in our sole discretion, to remove all references and links to Your Application from our website and the Stronghold Service. We have no other obligation to delete copies of, references to, or links to Your Application.
We may provide certain information to you that is confidential or proprietary (Our Confidential Information). Our Confidential Information consists of (a) your credential's key, access keys or logins for the API Platform, any non-public elements of the API Platform or any pre-release information about the API Platform or the Stronghold Service and (b) anything identified or marked as 'Confidential' or 'Proprietary' or that you should reasonably understand to be confidential or proprietary under the circumstances. You may use Our Confidential Information only for the purposes of these Terms. You may not disclose any Our Confidential Information to third parties, other than your employees, agents and advisors with a need to know and for whom you agree to remain responsible under these Terms.
You should not disclose any information to us that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to us in relation to the API Platform will be non-confidential and that we may use it under the same terms as for Feedback above. For the avoidance of doubt, this does not apply to the extent you have entered into a separate non-disclosure agreement or other confidentiality terms with us addressing your confidential information in relation to the API Platform. You must preserve the confidential nature of Our Confidential Information and keep it secret, using at least the same level of technical and organisational measures you use to keep your confidential information confidential.
These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing all use of the API Platform and notifying us. We may terminate these Terms for any reason or any reason upon ten (10) days’ notice to you. In addition, we may suspend or terminate these Terms (or your use of all or any of the API Platform) immediately if we believe you have violated these Terms, if we believe the use of Your Application with the API Platform is not in our or our users’ best interests, if we cease to offer the API Platform or as required by Laws.
Upon termination of these Terms:
We may modify these Terms or any additional terms that apply to the API Platform occasionally, for example, to reflect changes to the Law, changes to the API Platform or for other reasons in our sole discretion. We’ll post notice of modifications to these Terms or the additional terms within the documentation for the API Platform. Changes are effective thirty (30) days after they are posted. However, changes specific to new functionality for the API Platform, changes made for legal reasons, and any changes to our Documentation or referenced policies will be effective immediately. You may be required to accept the modified Terms in order to continue using the API Platform, and in any event you agree that your continued use of the API Platform after the changes become effective constitutes acceptance of the modified terms. Except as set forth in this Section 12, all amendments must be in writing and signed by both parties.
These additional terms (Additional Financial Services Terms) apply to any and all of Your Applications that provides a financial product or service, including, without limitation, any product or service that informs or facilitates the delivery, referral, pricing, analysis, comparison, recommendation, crowd or peer-to-peer funding, offer or otherwise of a financial product or service (collectively, Financial Services). For the avoidance of doubt, the definition of financial product or service includes, but is not limited to, payments (payables or receivables), lending, foreign currency, insurance, retirement funding, financial advice, invoice factoring or discounting, trade financing, asset finance, credit and debit card products, capital raising, asset management and trade, commodity trade and origination of new financial accounts. Whether you are a new or existing user of the API Platform, you are prohibited from using the API Platform unless you obtain our written consent to each Financial Services use case (Permission). Please email [email protected] to submit your details and Financial Services use case.
If you use the API Platform and provide Financial Services, then you represent, warrant and covenant to us on a continuing basis that you:
Except as set forth in Section 2 (Credential and Approval) regarding Stronghold's Service Terms, these Terms constitute the entire agreement between Stronghold and you with respect to the subject matter in these Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us. They do not create any third-party beneficiary rights (however, if you are a Third-Party Developer, you are binding the Third-Party Recipient to these Terms as the Third-Party Recipient's agent, and you and the Third-Party Recipient are jointly and severally liable under these Terms).
If you do not comply with these Terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future).
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
In these Terms, 'including' (and similar terms) are to be construed without limitation, and headings are for convenience only.
You may not assign these Terms, in whole or in part, without our prior written consent, and any assignment without such consent is null and void. We may assign, transfer or delegate these Terms in our discretion.
You acknowledge that your breach of these Terms may cause irreparable harm to us, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which we may be legally entitled, we will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents.
If your principal place of business is in New Zealand, or any other jurisdiction besides the U.S.A.: New Zealand law applies to any claims arising out of or related to these Terms or Our Materials and we both agree to the exclusive jurisdiction of the courts of New Zealand for resolution of all such claims.
If your principal place of business is in the U.S.A.: the laws of California, U.S.A., excluding California’s choice of law rules, and the U.S. Federal Arbitration Act, and applicable U.S. federal law, applies to any disputes arising out of or related to these Terms or Our Materials. All claims arising out of or relating to these Terms or Our Materials will be resolved by binding arbitration conducted by the American Arbitration Association in San Francisco County, California, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights or our Confidential Information. You agree that all claims will be resolved exclusively in San Francisco County, California, and you consent to personal jurisdiction there, and waive any claim of forum non-conveniens.