API Terms of Use

Aperim Pty Ltd (ABN 46150699737; ACN 150699737) is incorporated in New South Wales, Australia and operates the aicial brand. In these API Terms, “aicial” refers to that brand; “we”, “us” and “our” refer to Aperim Pty Ltd; and “you” has the meaning given in the Terms of Service, and in these API Terms also includes any developer or individual a customer or partner authorises to access the API using credentials issued to them.

aicial does not currently offer a public API. These API Terms of Use (“API Terms”) set out the terms that apply to any use of an application programming interface, software development kit or developer credentials we issue (together, the “API”), and take effect for a given API, SDK or set of credentials once we make it available to you. We will publish notice on our website when API access first becomes available.

These API Terms form part of, and apply together with, the Terms of Service once we make the API available to you. If a specific term of these API Terms conflicts with the Terms of Service on a matter these API Terms expressly address, these API Terms prevail for that matter; the Terms of Service otherwise continues to apply in full. Where a Master Subscription and Services Agreement governs your engagement under an order form or SOW, the corresponding sections of that MSA apply in place of the Terms of Service sections these API Terms refer to. Capitalised terms not defined in these API Terms have the meaning given in the Terms of Service.

These API Terms govern your access to and use of aicial’s own API. They do not govern, and are separate from, aicial’s own use of third-party social media platform APIs to deliver our services to you — that use is governed by the Terms of Service and the Privacy Policy.

Where we make the API available to you, we issue API keys, tokens or other developer credentials to your account. You must keep your credentials confidential and not share them with anyone other than a developer or individual you authorise to access the API on your behalf.

You are responsible for all activity that occurs under your credentials, except to the extent it results from our own fault. Tell us promptly at security@aicial.com if you suspect a credential has been compromised or used without authorisation, and we will work with you to revoke and reissue it.

We may require you to complete a registration or approval process, or to agree to additional API-specific documentation, before issuing credentials. We may decline to issue credentials, or require you to use a specific authentication method, for security or operational reasons.

Our Acceptable Use Policy applies to your use of the API in the same way it applies to your use of our other services. In addition, when using the API you must not:

• exceed a rate limit or other technical usage limit we set, or attempt to circumvent one, including by using multiple accounts or credentials to do so, except for security testing conducted in accordance with the Acceptable Use Policy;
• use the API to build, or to help a third party build, a product or service that directly competes with aicial;
• reverse-engineer, decompile or disassemble aicial’s platform, or attempt to derive its source code, underlying models or methodology, through the API or otherwise; or
• use the API in a way that places unreasonable or disproportionate load on our infrastructure, or that we reasonably believe risks the security, availability or integrity of our platform or another customer’s data.

Exceeding or circumventing a rate limit, or reverse-engineering aicial’s platform, in breach of this section is also a breach of the Acceptable Use Policy. A breach of any part of this section is a breach of these API Terms and of the Terms of Service.

We may set rate limits and other technical usage limits on the API to protect the reliability and security of our platform for all customers. We may change a rate limit from time to time; where reasonably practicable, we will give you notice of a change that materially reduces a limit you actively rely on.

We may suspend or throttle your API access, in whole or in part, where your use exceeds an applicable rate limit, places excessive load on our infrastructure, or otherwise breaches section 3. Where reasonably practicable, we will give you notice before doing so; we may act without prior notice where we reasonably believe the risk requires it, and will notify you promptly afterwards.

Our Service Level Agreement does not cover the API. We do not guarantee that the API will be uninterrupted, error-free or available at any particular time. Section 10 (Warranties and disclaimer) describes the basis on which we provide the API.

We may add, change, version or deprecate an endpoint, feature or capability of the API at any time, including to improve it, to maintain security, or to comply with a legal or platform requirement.

Where a change would break your existing integration, we will give you reasonable advance notice where practicable, and will describe a supported migration path where one is available. We are not liable for the effect of a change made to comply with law, a third-party platform’s own requirements, or a genuine security requirement, even where we are unable to give advance notice.

Personal information and other data you access, generate or submit through the API is handled in accordance with our Privacy Policy. Where we process personal information on your documented instructions through the API, our Data Processing Agreement applies to that processing on the same terms as it applies to our other services.

You must have a lawful basis for any personal information you submit to or process through the API, and you remain responsible for your own compliance with data-protection law as a controller or business in respect of that information.

Fees for API access, if any, are set out in the applicable order form or SOW. API access may be included within the fees for a service you subscribe to, or billed separately, as stated in that order form or SOW.

Where API access is billed separately, section 5 (Fees and payment) of the Terms of Service applies to those fees, including its terms on invoicing, tax and disputed amounts.

We own all intellectual property rights in the API, including its documentation, SDKs, sample code and underlying platform, technology and methodology. Subject to your compliance with these API Terms, we grant you a limited, non-exclusive, non-transferable licence to access and use the API solely to integrate it with your own products or services during the period your credentials remain active. This licence does not include a right to sublicense, resell or provide standalone access to the API to a third party.

You own your own data, including the data you submit to or generate through the API, together with any intellectual property rights in it. You grant us a limited licence to host, process and analyse that data solely to provide and support the API, consistent with the Privacy Policy and, where applicable, the Data Processing Agreement.

We may suspend or restrict your access to the API, in whole or in part, where we reasonably believe you have breached these API Terms, the Acceptable Use Policy or the Terms of Service; for non-payment of an undisputed, overdue amount for API access; or where continued access would create a security or legal risk to us, another customer or a third party. Where practicable, we will give you notice and a reasonable opportunity to remedy the issue before suspending access; we may act without prior notice where we reasonably believe the risk requires it, and will notify you promptly afterwards.

We may revoke your credentials or terminate your access to the API for a serious or repeated breach of these API Terms. This is an API-specific right that exists in addition to, and does not depend on, section 12 (Term and termination) of the Terms of Service. Terminating your API access does not, by itself, terminate your access to a service that does not depend on the API.

Sections 8 (Intellectual property), 10 (Warranties and disclaimer), 11 (Limitation of liability) and 12 (Governing law and dispute resolution), and any other section that by its nature should continue, survive termination of your API access.

Where you access the API as a consumer within the meaning of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)), the API comes with guarantees that cannot be excluded. Nothing in these API Terms excludes, restricts or modifies those guarantees, or any other right you have under law that cannot lawfully be excluded.

Beyond those guarantees and any other non-excludable right, and except as set out in an applicable Service Level Agreement, we provide the API on an “as is” and “as available” basis and make no other warranty, express or implied, including as to uninterrupted or error-free operation, accuracy, or fitness for a particular purpose.

To the maximum extent the law allows, and subject to the guarantees and rights preserved in section 10, neither of us is liable to the other for indirect, consequential or special loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or in connection with these API Terms or your use of the API, even if advised of the possibility of that loss.

Each of our total liability arising out of or in connection with these API Terms or your use of the API forms part of, and is subject to the same cap as, our total liability under Terms of Service, section 14. These API Terms do not create a separate or additional liability cap. Where a Master Subscription and Services Agreement governs your engagement under an order form or SOW, section 8 (Limitation of liability) of that MSA applies in place of this section and of Terms of Service section 14 for that engagement.

This section does not limit either party’s liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited or excluded. This section also does not limit your liability to pay fees properly due for API access, or either party’s liability for a breach of section 8 (Intellectual property) of these API Terms or, in your case, for a breach of the Acceptable Use Policy. Other than the fees and Acceptable Use Policy carve-outs, which by their nature apply only to you, this section applies equally to both of us.

These API Terms are governed by the law of New South Wales, Australia.

Any dispute, controversy or claim arising out of, relating to or in connection with these API Terms is resolved in accordance with section 16 (Dispute resolution) of the Terms of Service, including its ACICA arbitration clause seated in Sydney, New South Wales, which applies to these API Terms as if set out in full. For a non-binding, plain-language summary, see our dispute resolution explainer.

Nothing in this section limits either party’s non-waivable statutory rights, including any right under the Australian Consumer Law.

We may update these API Terms to reflect changes to the API, our practices or the law. The version and effective date shown at the top identify the current API Terms. We publish updated API Terms on our website and, where a change is material, provide additional notice through the service or by email before the change takes effect.

Continuing to use the API after an update takes effect means you accept the updated API Terms.

For questions about these API Terms, contact:

Aperim Pty Ltd, which operates the aicial brand
ABN 46150699737
ACN 150699737
New South Wales, Australia
Email: legal@aicial.com