Terms and Conditions for the use of the DACADOO Model API

These terms and conditions (as amended from time to time; "Terms") together with any supplemental rules and regulations, such as DACADOO's Privacy Policy, govern the use of and the access to the services available in relation to the API of DACADOO products ("Model API"). The access and use of the Model API is subject to the acceptance and compliance of the API user ("API User") with these Terms.

By using the Model API the API User agrees to accept and be bound to the current version of these Terms. In case the API User does not agree to the current version of these Terms, the API User is not authorized to continue using the Model API.

1 Service Description of the DACADOO Model API

2 Scope and Term

2.1 The API User is granted one (1) royalty-free non-exclusive license to access and use the Model API ("API License"), to develop, test and connect with websites, applications and/or programs developed, owned or operated by the API User ("Program") by requesting and receiving information delivered by means of the Model API ("API Content") for display within the Program. Using multiple API Licenses is prohibited.

2.2 The API License is granted for a period of six (6) months. Upon expiry of this period the API User may request the extension of the API License for periods of six (6) months. DACADOO may decide at its discretion whether to extend the API License for another period of six (6) months.

2.3 The API User is not entitled to grant sublicenses.

3 Access to API and Restrictions of Use

3.1 Access to the Model API is granted, at DACADOO’s sole discretion, by means of access credentials issued by DACADOO. DACADOO owns all access credentials to the Model API. The use of such access credentials may be suspended or cancelled at any time.

3.2 The API User is permitted to send a maximum of two (2) requests per minute and ten (10) requests per day to the server of the Model API. The API User shall not send excessive requests to the server when the number of permitted requests is used up. DACADOO reserves the right to increase or further limit the access to the Model API and the API Content.

3.3 The display of the API Content is only permitted within the Program and the API User is obliged to use the Model API and the API Content strictly in accordance with these Terms. The API User shall in particular not, whether by itself or by instructing (directly or indirectly) any third party,

3.4 The restrictions pursuant to clauses 3.3f. and 3.3m. are not applicable to the DACADOO Risk Engine API.

4 API Modifications; Support

4.1 DACADOO may modify the Model API, the API Content and the functionalities of DACADOO's products from time to time, with or without notice.

4.2 Such modifications may affect the operation of the Program using existing Model API versions and may require changes to the Program at the API User’s own cost to continue to be compatible with the Model API and/or the API Content.

4.3 DACADOO may at any time, at its sole discretion, issue immediate Model API updates or disable existing Model API functionalities, including for security purposes.

4.4 DACADOO will use best efforts in providing support as regards the Model API and the API Content by e-mail during business hours (Monday to Friday 08:00 a.m. to 06:00 p.m. CET/CEST according to the Swiss bank holiday calendar).

5 Privacy and Data Protection

5.1 DACADOO's products are hosted on servers in Switzerland, but DACADOO may, at its sole discretion, at any time decide to change the current hosting setup.

5.2 DACADOO is compliant with Swiss Federal data protection laws and the EU General Data Protection Regulation (Regulation (EC) 2016/679), each as amended from time to time.

5.3 Any personal data provided by the API User to DACADOO is collected and used in accordance with DACADOO's Privacy Policy.

5.4 The API User is responsible to ensure that personal data provided by the API User or the Program's users in connection with DACADOO's products is processed in accordance with applicable data protection laws and regulations.

6 Security and Monitoring

6.1 API User undertakes and warrants that all API Content

6.2 DACADOO is entitled to monitor and/or audit the Program or activities relating to the use of the Model API and/or the API Content. The API User will not seek to block or otherwise interfere with the monitoring and/or audit and DACADOO may use technical means to overcome any methods the API User may use to block or interfere with such monitoring. Audits may include requests for documents and information. API User's failure to comply with DACADOO’s efforts to audit API User’s compliance with these Terms shall constitute a material breach thereof. Audit costs shall be borne by API User in case the audit reveals a breach of these Terms by API User.

6.3 In particular, DACADOO is entitled to monitor the number of unique user requests or transactions using its proprietary tracking method.

6.4 The API User will promptly block any known prohibited use of the Model API and/or the API Content by a third party and notify DACADOO regarding such prohibited use.

7 Availability; Disclaimer of Warranties; Limitation of Liability

7.1 DACADOO provides the Model API and the API Content on an "as is" and "as available" basis.

7.2 DACADOO disclaims any warranties, including with respect to the fitness for a particular purpose and with respect to the availability or uptime of the Model API and/or the API Content or any other data or service associated with DACADOO's products. DACADOO may conduct maintenance on or stop providing relevant services and/or software programs at any time, with or without notice.

7.3 The API User understands and agrees that it will use the Model API and/or the API Content at its own discretion and risk and will be solely responsible for any related damage, including, without limitation, damage to any computer system or any loss of data arising from the API User's use of the Model API and/or the API Content. In particular, the API User acknowledges and agrees that DACADOO's products are not diagnostic tools and that the Model API and/or the API Content may not be applied for medical or similar use.

7.4 Neither Party shall be liable to the other Party or any other person or entity for indirect or consequential damages arising out of or in connection with these Terms or any acts or omissions associated therewith or relating to the use of any data and/or software furnished hereunder. This limitation of liability shall not apply in the event of wilful misconduct or gross negligence or to the extent such limitation is expressly excluded by mandatory law.

8 Intellectual Property

8.1 The Model API and the API Content are owned by DACADOO.

8.2 These Terms do not constitute an assignment or transfer of any intellectual property related to DACADOO's products or any part thereof from DACADOO to the API User. In particular, DACADOO retains all intellectual property embodied in or associated with the Model API, the API Content or otherwise related to subject matter of these Terms, even if included in the Program. The API User retains all intellectual property rights in the Program.

8.3 There are no implied licenses granted under these Terms and any rights not expressly granted to the API User are reserved by DACADOO.

8.4 The API User shall promptly notify DACADOO of any known or suspected infringement of the API License. DACADOO shall have sole discretion to decide whether action against a potential infringer should be taken.

9 Indemnification

The API User agrees to hold harmless and indemnify DACADOO and its affiliates, directors, employees and agents against any losses, liabilities, and claims of any third party arising out of or relating to the Program, the use of the Model API and/or the API Content by the API User and/or the API User's breach of these Terms.

10 General Terms

10.1 The waiver of any right under these Terms by DACADOO shall not be construed as a continuing waiver. Such right may be exercised by DACADOO waiving the right upon next occurrence of any circumstances creating such right.

10.2 These Terms represent the entire agreement between DACADOO and the API User in relation to the Model API and API Content and supersede all agreements, arrangements, understandings or representations related to the subject matter of these Terms.

10.3 These Terms may be reviewed by DACADOO from time to time. The revised Terms shall become effective from the date of publication on the DACADOO model website. In case of substantial changes, DACADOO will provide the API User with notice, and where required by applicable law, obtain the API User's consent.

10.4 The invalidity or unenforceability of any provisions of these Terms shall not affect the validity or enforceability of any other provision of these Terms.

10.5 Nothing in these Terms will create, constitute or evidence any partnership, joint venture, trust or agency relationship between DACADOO and the API User, and a party may not make, or allow to be made, any representation that any such relationship exists between DACADOO and the API User.

10.6 These Terms shall in all respect be governed by and construed in accordance with substantive Swiss law. The United Nations Convention on the International Sale of Goods (CISG) shall not apply. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the ordinary courts of Zurich, canton of Zurich, Switzerland.