These API License Terms (these “Terms”) govern access to and use of the application programming interfaces Mihafa Inc. (“Nectar”) makes available for use with the Nectar Social platform. These Terms are incorporated into and form part of the Master Services Agreement between Nectar and Customer (the “Primary Agreement”), and apply where an Order Form includes access to the API. Customer’s access to or use of the API also constitutes acceptance of these Terms.
The Primary Agreement governs all general terms, including fees, indemnification, governing law and venue, and notices, and those provisions apply to these Terms. Where these Terms conflict with the Primary Agreement on a matter specific to the API, these Terms control. Capitalized terms used but not defined in these Terms have the meanings given in the Primary Agreement. Questions may be sent to support@nectarsocial.com.
1. License and Access
1.1. Grant. Subject to Customer’s compliance with these Terms and the Primary Agreement, Nectar grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term of these Terms, to access the API solely to build and operate the Integration for Customer’s internal business purposes. Customer has no right to distribute, resell, or provide access to the API, any API Key, or any API Data to any third party. There are no implied licenses. All rights not expressly granted are reserved.
1.2. API Keys. Nectar issues API Keys to Customers whose Order Form includes access to the API. Nectar may condition issuance on Customer’s completion of a review or approval process and may decline or delay any request in its discretion. Nectar may revoke or rotate any API Key at any time, including where Nectar reasonably believes the API Key has been compromised or used in violation of these Terms.
1.3. Key Security. API Keys are personal to Customer and are Nectar’s Confidential Information. Customer shall keep each API Key secure, shall not share it with or disclose it to any third party, and shall use the API Key as its sole means of accessing the API. Customer is responsible for all activity conducted through its API Keys and shall notify Nectar promptly on becoming aware of any unauthorized use or compromise.
2. Restrictions
2.1. Except as expressly permitted in these Terms or authorized by Nectar in writing, Customer shall not, and shall not permit any third party to, directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API or any API Key; (ii) decompile, reverse engineer, disassemble, or attempt to derive the source code, underlying ideas, or algorithms of the API, except to the extent that restriction is prohibited by applicable law; (iii) modify, extend, subset, superset, or create derivative works of the API; (iv) remove or obscure any proprietary notice contained in or displayed with the API, the Documentation, or any data returned by the API; (v) use the API or any API Data in connection with, or to assist any third party in building, an application programming interface, application, product, service, or program that competes with the Platform or any other Nectar product or service, or make the API or any API Data available to any personnel engaged in developing one; (vi) sell, lease, share, redistribute, syndicate, or otherwise disclose Licensed Content, or any analytics or other materials Nectar generates and makes available through the API, to any third party, including any data broker, advertising network, advertising exchange, or other monetization intermediary, except as the Primary Agreement expressly permits; (vii) use Licensed Content, or any analytics or other materials Nectar generates and makes available through the API, to train, fine-tune, or adjust the weights of any machine learning model; (viii) benchmark the API or the Platform against a competing offering, or publish the results of any such assessment, provided that Customer may monitor the availability and performance of the Services for its own internal purposes; (ix) circumvent or attempt to circumvent any rate limit, authentication requirement, or other technical restriction on the API, or access the API by any means other than a valid API Key; (x) interfere with or disrupt the API, the Platform, or the servers or networks supporting either, or transmit any virus, worm, or other harmful code through the API; (xi) use the API for any unlawful or fraudulent purpose, in violation of any third party’s rights, or in violation of the Primary Agreement; or (xii) develop or operate an Integration whose principal purpose is to migrate customers off the Platform.
3. Customer Obligations
3.1. Responsibility. Customer is solely responsible for the Integration, including its development, operation, security, and content, and for all activity conducted through it. Customer shall limit access to the Integration and to API Data to Customer’s personnel and contractors who need it for Customer’s internal business purposes, and remains responsible for their acts and omissions as if they were Customer’s own. Customer shall obtain any consents and provide any notices required under applicable law in connection with the data it sends to or receives from the API.
3.2. Documentation Compliance. Customer’s access to and use of the API must comply with the Documentation, including all call volume limits, authentication requirements, security requirements, and data handling requirements set out in it. Nectar may update the Documentation at any time, and Customer’s continued use of the API after an update constitutes acceptance of the updated Documentation. If the Documentation conflicts with these Terms, these Terms control.
4. Data Rights and Handling
4.1. Purpose Limitation. Customer shall access, use, store, and copy API Data solely to operate the Integration for Customer’s internal business purposes. Customer shall not use Licensed Content, or any analytics or other materials Nectar generates and makes available through the API, to develop, train, or improve any product or service, or make them available to any third party for those purposes. Nothing in these Terms limits Customer’s rights in its own Customer Data under the Primary Agreement or Nectar’s rights in the De-Identified Insights section under the Primary Agreement.
4.2. Licensed Content. API Data may include Licensed Content, which remains subject to the terms of the applicable content provider and to Nectar’s Third-Party Data Terms, available at https://www.nectarsocial.com/legal/data-terms or at such successor location as Nectar may designate. Nectar may filter, redact, withhold, or substitute Licensed Content, or exclude it from the API entirely, in order to comply with those provider terms, and may do so without notice. Customer shall not attempt to reconstruct, enrich, or supplement Licensed Content that Nectar has withheld or filtered, whether by combining API Data with other sources or otherwise. Customer’s obligations under this section survive termination for so long as Customer retains the Licensed Content. Except where retention is required by law, Customer shall delete all copies of Licensed Content within thirty (30) days after the earliest of the termination of these Terms, the date the Licensed Content is no longer required for Customer’s permitted internal business purposes, and Customer’s receipt of a deletion request from Nectar.
4.3. Redistribution and Agencies. The rights granted in these Terms do not include any right to redistribute, resell, or syndicate API Data, and no agency, reseller, or partner arrangement grants that right unless Nectar agrees to it in a separate written agreement. Any such agreement will exclude data that Nectar’s content provider agreements prohibit it from permitting others to redistribute, and will be conditioned on any provider approvals those agreements require. Where Customer engages an agency or other service provider to operate the Integration on Customer’s behalf, Customer shall bind that party to terms no less protective of Nectar than these Terms, remains responsible for its acts and omissions, and shall not permit it to use API Data for any purpose other than operating the Integration for Customer.
4.4. Security Incidents. Customer shall maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the API Data. Customer shall notify Nectar within seventy-two (72) hours of becoming aware of any actual or reasonably suspected unauthorized access to, acquisition of, or disclosure of API Data, and shall promptly investigate, remediate, and provide Nectar with the information it reasonably requests about the incident.
5. Service Operations
5.1. Rate Limits and Monitoring. Nectar may limit the number, frequency, and size of requests Customer makes through the API. Current limits are those stated in the Order Form or the Documentation, or as Nectar otherwise notifies Customer. Customer must obtain Nectar’s prior written approval, which may be given or withdrawn by email, to exceed those limits. Nectar may monitor use of the API, including by technical means, to assess quality, security, and compliance with these Terms. Customer shall not interfere with that monitoring.
5.2. Suspension. Nectar may suspend or throttle Customer’s access to the API, in whole or in part and without prior notice, where Nectar reasonably believes that Customer is in violation of these Terms or that continued access presents a security, performance, legal, or compliance risk. Nectar will restore access promptly once the basis for suspension is resolved.
5.3. Updates and Compatibility. Nectar may update, modify, or discontinue the API or any version of it at any time. Any upgrade, patch, enhancement, or fix Nectar provides becomes part of the API and is subject to these Terms. Customer shall maintain the Integration’s compatibility with the current version of the API at its own expense and shall implement any change Nectar identifies as required promptly after notice. Nectar may cease supporting prior versions or releases of the API, and an Integration that uses an unsupported version may cease to function with the Platform.
5.4. Support. These Terms do not entitle Customer to any support for the API beyond the support Nectar is obligated to provide under the Primary Agreement. Customer shall report to Nectar any errors it discovers in the API, together with the conditions and symptoms of those errors.
6. Fees
6.1. Access to the API is priced in the Order Form, whether as an addition to Customer’s subscription, as an entitlement of Customer’s plan tier, or on a usage basis. Where access is an entitlement of a plan tier, it ends if Customer moves to a tier that does not include it. Where access is priced on a usage basis, Nectar will invoice usage in arrears at the rates stated in the Order Form. The fee and payment provisions of the Primary Agreement, including those governing overages, apply to amounts payable for the API.
7. Intellectual Property
7.1. Ownership and Feedback. As between the parties, Nectar owns all right, title, and interest, including all intellectual property rights, in and to the API, the Documentation, and the Platform, including all copies and derivative works of the API. Subject to Nectar’s rights in the API and the Platform, Customer owns the Integration. Customer hereby assigns to Nectar all right, title, and interest in any suggestion, comment, or other feedback Customer provides about the API or the Platform (“Feedback”). Nectar may use and exploit Feedback without attribution, payment, or restriction.
7.2. Trademarks and Attribution. Subject to Nectar’s prior written consent, Customer may display Nectar’s trademarks in connection with the Integration in accordance with Nectar’s trademark usage guidelines. All use of those trademarks inures to Nectar’s benefit, and Customer acquires no right, title, or interest in them. Except as set out in this section, these Terms grant no right to use any Nectar name, mark, or logo.
8. Confidentiality and Audit
8.1. Confidential Information. The API, each API Key, the Documentation, and all non-public information about the Platform are Nectar’s Confidential Information. Customer shall treat them in accordance with the confidentiality provisions of the Primary Agreement, which govern their protection, permitted disclosure, and duration. Customer shall limit access to the API and the Documentation to those of its personnel and contractors who need access to build and operate the Integration and who are bound by confidentiality obligations at least as protective as those in the Primary Agreement.
8.2. Audit. On reasonable notice and no more than once in any twelve-month period, Nectar may audit, or appoint an independent auditor under appropriate confidentiality obligations to audit, the Integration and Customer’s related systems and records to confirm compliance with these Terms. Customer shall provide the information and access Nectar reasonably requests to demonstrate that the Integration complies with these Terms. Nectar will conduct any audit during business hours and with as little disruption to Customer’s operations as reasonably practicable, and will bear the cost of the audit unless it reveals a material breach of these Terms.
9. Warranties and Liability
9.1. Warranty Disclaimer. NECTAR PROVIDES THE API AND THE DOCUMENTATION “AS IS” AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. NECTAR DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH THE INTEGRATION, OR THAT ANY ERROR WILL BE CORRECTED. ANY SERVICE LEVEL COMMITMENT IN THE PRIMARY AGREEMENT APPLIES TO THE API ONLY IF IT EXPRESSLY SAYS SO.
9.2. Limitation of Liability. The limitations of liability and exclusions of damages in the Primary Agreement apply to these Terms and to Customer’s access to and use of the API. Nothing in these Terms increases either party’s aggregate liability beyond the cap in the Primary Agreement, and amounts payable in connection with the API count against that single shared cap.
10. Term and Termination
10.1. Term. These Terms begin on the effective date of the first Order Form that includes access to the API, or when Customer first accesses the API if earlier, and continue until terminated. These Terms terminate automatically when the Primary Agreement expires or terminates.
10.2. Termination. Nectar may terminate these Terms or revoke Customer’s access to the API at any time on notice, and immediately if Customer breaches these Terms. Customer may terminate these Terms at any time by ceasing all use of the API and destroying its API Keys.
10.3. Effect of Termination. On termination, all licenses granted in these Terms end, and Customer shall immediately cease using the API and Nectar’s trademarks and delete all copies of the API, the Documentation, and any Licensed Content in its possession or control. Customer shall certify its compliance with this section on Nectar’s request.
10.4. Survival. The following sections survive termination: Restrictions, Data Rights and Handling, Intellectual Property, Confidentiality and Audit, Warranties and Liability, Definitions, and this section.
10.5. Changes to These Terms. Nectar may modify these Terms at any time by posting the modified version at the location where these Terms are published and updating the “Last Updated” date. Nectar will notify Customer of material changes by email to the address associated with Customer’s API Key or by notice through the Platform. Customer’s continued use of the API after the modified Terms take effect constitutes acceptance of them. If Customer does not accept a modification, its sole remedy is to stop using the API and terminate these Terms.
11. Definitions
11.1. “API” means the application programming interfaces made available by Nectar for use with the Platform, together with any related software libraries, sample code, tools, and Documentation.
11.2. “API Data” means data that Customer accesses, receives, or transmits through the API, including Customer Data and Licensed Content.
11.3. “API Key” means the credentials issued to Customer to make authenticated requests to the API.
11.4. “Documentation” means the technical documentation, usage guidelines, and API policies Nectar makes available to Customer, as updated from time to time.
11.5. “Integration” means the internal systems, workflows, and tools that Customer operates and that use the API.
11.6. “Licensed Content” means data made available through the Services that is licensed to Nectar by third-party content providers and remains subject to those providers’ terms.
11.7. “Platform” means the Nectar platform available at https://www.nectarsocial.com.
