PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE

WHAT'S IN THESE TERMS?

This acceptable API Terms of use set out the terms and conditions that regulate your use of the API functionality provided by Sudo Africa

WHO WE ARE AND HOW TO CONTACT US

https://sudo.africa is a site operated by Sudo Africa (“We”). We are registered in Nigeria under Registration Number RC1735047. We are a limited liability company.
To contact us, please email root@sudo.africa.

BY USING OUR SITE YOU ACCEPT THESE TERMS

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you are using the website on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

Our Terms of website use also apply to your use of our site.

WE MAY MAKE CHANGES TO THE TERMS OF THIS POLICY

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

LICENCE

1. Sudo Africa grants to the Customer a non-exclusive licence:
   1. to access the API solely for the purposes of
      1. internally developing the Applications that will communicate and interoperate with the Card Infrastructure;
      2. making API Calls in compliance with the API Limits as may be set from time to time;
   2. to display the API Data received from the API, together with any Derived Data, within the Application;
   3. to display certain Sudo Africa Marks in compliance with Sudo Africa Brand Guidelines solely in connection with the use of the API, API Data and the Applications.
2. The Customer's sole means of accessing the API, shall be via the API Key.
3. In relation to the scope of use set out in, the Customer may not:
   1. make API Calls in excess of the API Limits;
   2. remove any proprietary notices from the API or API Data;
   3. use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;
   4. design or permit the Applications to disable, override, or otherwise interfere with any Sudo Africa-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
   5. use the API, including in any of the Applications, to replicate or attempt to replace the user experience of the Card Infrastructure;
   6. attempt to cloak or conceal the Customer's identity or the identity of the Applications when requesting authorisation to use the API or making an API Call;
   7. except to the extent expressly permitted under this Clause, the Customer shall not and shall ensure each End User does not:
      1. combine or integrate the API or API Data with any software, technology, services, or materials not approved in advance by Sudo Africa;
      2. pass or allow access to the API or API Data to any third party;
      3. access all or any part of any the API or API Data to build a product and/or service which competes with the API or the goods or services (or any part of it) provided by Sudo Africa;
      4. commercially exploit, sell, license or distribute any API or API Data or any products and/or services incorporating the results retrieved using the API or via an API Call.
4. Except as expressly stated in this Clause, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or the Card Infrastructure, in whole or in part.
5. The Customer shall not use the API or API Data other than as specified in this Clause without the prior written consent of Sudo Africa.
6. Without prejudice to its other rights and remedies under this agreement, should the Customer use the API or API Data other than as specified in this Clause without the prior written consent of Sudo Africa, Sudo Africa may, in its sole discretion:
   1. terminate this agreement, or suspend the Customer's access and use to the API and the API Data, on written notice with immediate effect; and/or
   2. require the Customer to pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which Sudo Africa would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the Nigerian Interbank Lending Rate, from such date to the date of payment.
7. Sudo Africa shall be entitled to suspend the Customer's access to, and use of, the API and the API Data until such time as the breach is remedied to Sudo Africa's reasonable satisfaction, which may include where payment is required until Sudo Africa has received that payment in cleared funds from the Customer.

CUSTOMER RESPONSIBILITIES

1. The Customer must obtain an API Key through the process available at https://app.sudo.africa to use and access the API. The Customer may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as the Customer's sole means of accessing the API. The API Key may be replaced at any time by Sudo Africa on notice to the Customer.
2. The Customer shall:
   1. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
   2. carry out all of its responsibilities set out in this agreement in a timely and efficient manner.
   3. keep a complete and accurate record of:
      1. its End Users;
      2. its development of the Application;
      3. its use of the API and API Data;
      and produce such records to Sudo Africa on request from time to time; and
   4. notify Sudo Africa as soon as it becomes aware of any unauthorised use of the API or API Data by any person.
3. The Customer is responsible and liable for all uses of the API resulting from access provided by the Customer, directly or indirectly, whether such access or use is permitted by or in breach of this agreement, including use with any Application or third-party software. Without limiting the generality of the foregoing, the Customer is responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data, if any.
4. The Customer shall monitor the use of the API for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications.

MAINTENANCE RELEASES

1. Sudo Africa shall make Maintenance Releases available to the Customer no later than such releases are generally made available to its other customers. Sudo Africa warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the API.
2. The Customer is required to make any change to the Application that is required for integration as a result of such Maintenance Release at the Customer's sole cost and expense as soon as reasonably practicable after receipt.

FEEDBACK

1. The Customer may, in its discretion, provide Feedback to Sudo Africa, but Sudo Africa shall not be obliged to take any action in response to the Feedback.
2. Feedback, even if marked confidential, will not create any confidentiality obligations on Sudo Africa unless Sudo Africa has otherwise agreed in writing, signed by an authorised signatory of Sudo Africa.
3. Without prejudice to its other rights and remedies (including under this agreement), Sudo Africa will be free to use, disclose, reproduce, distribute, implement in the Card Infrastructure or API and otherwise commercialise all Feedback provided by the Customer without obligation or restriction of any kind, and the Customer hereby waives all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.

AUDIT

1. Sudo Africa, or its representative, may physically or remotely monitor and audit the Customer's use of the API and the API Data to ensure the Customer is complying with the terms of this agreement, provided any physical audit shall take place on reasonable advance notice and at reasonable times.
2. If the audit reveals that the API or API Data has been used or accessed other than in accordance with this agreement, then, without prejudice to Sudo Africa's other rights, the Customer shall promptly disable such access and use and Sudo Africa shall be entitled to revoke any existing passwords, or not issue any new passwords, to any End User so implicated in the unauthorised use or access.

DATA PROTECTION

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
2. Sudo Africa may collect certain information about the Customer and its personnel, representatives and agents, including End Users, in connection with this agreement, as set out in the then-current version of Sudo Africa's privacy policy, available at https://sudo.africa/privacy-policy. Customer consents, and shall procure all required consents from its personnel, representatives and agents (including End Users) to all actions taken by Sudo Africa with respect to the Usage Data in compliance with the then-current version of Sudo Africa's privacy policy, available at https://sudo.africa/privacy-policy. In the event of any inconsistency or conflict between the terms of the then-current privacy policy and this agreement, the privacy policy will take precedence.
3. Without prejudice to the generality of this Clause, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to Sudo Africa for the duration and purposes of this agreement so that Sudo Africa may lawfully use, process and transfer this data.

SUDO AFRICA'S WARRANTIES

1. Sudo Africa undertakes that the API shall perform substantially in accordance with the Specification.
2. This undertaking at shall not apply to the extent of any non-conformance which is caused by use of the API contrary to Sudo Africa's instructions, or modification or alteration of the API by any party other than Sudo Africa or Sudo Africa's duly authorised contractors or agents. If the API does not conform with the foregoing undertaking, Sudo Africa will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of this undertaking set out.
3. Sudo Africa:
   1. does not warrant that:
      1. the Customer's use of the API will be uninterrupted or error-free;
      2. the API and/or the API Data obtained by the Customer through the API will meet the Customer's requirements;
      3. the API or the API Data will be free from Vulnerabilities or Viruses;
   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 the Customer acknowledges that the API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. This agreement shall not prevent Sudo Africa from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

LIMITS OF LIABILITY

1. Except as expressly and specifically provided in this agreement:
   1. the Customer assumes sole responsibility for results obtained from the use of the API and the API Data by the Customer, and for conclusions drawn from such use. Sudo Africa shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sudo Africa by the Customer in connection with the API, or any actions taken by Sudo Africa at the Customer's direction; and
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
   3. the API and the API Data are provided to the Customer on an “as is” basis.
2. Except as expressly stated in:
   1. Sudo Africa shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
      1. special damage even if Sudo Africa was aware of the circumstances in which such special damage could arise;
      2. loss of profits;
      3. loss of anticipated savings;
      4. loss of business opportunity;
      5. loss of goodwill;
      6. loss or corruption of data,
   2. the total liability of Sudo Africa, whether in contrat, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the total Fees paid during the three (3) months preceding the date on which the claim arose.
3. The exclusions in this Clause shall apply to the fullest extent permissible at law, but Sudo Africa does not exclude liability for any other liability which may not be excluded by law.
4. All references to “Sudo Africa” in this Clause shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of Sudo Africa and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

INTELLECTUAL PROPERTY RIGHTS

INTELLECTUAL PROPERTY RIGHTS

1. All rights, title and interest in any Derived Data and Feedback shall vest in Sudo Africa on creation. The Customer hereby assigns to Sudo Africa absolutely with full title guarantee all right, title and interest in and to the Derived Data and Feedback including:
   1. the entire copyright and all other rights in the nature of copyright subsisting in the Derived Data and the Feedback;
   2. any database right subsisting in the Derived Data and the Feedback;
   3. all other rights in the Derived Data and the Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which the Customer is now, or at any time after the date of this agreement may be, entitled by virtue of the laws in force in Nigeria and in any other part of the world;
   4. the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Derived Data and the Feedback;
   in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this agreement.
2. All use by the Customer of Sudo Africa Marks, if any, will comply with any usage guidelines that Sudo Africa may specify from time to time. The Customer acknowledges that the Customer's use of Sudo Africa Marks in connection with this agreement will not create any right, title, or interest in or to Sudo Africa Marks in favour of the Customer and all goodwill associated with the use of Sudo Africa Marks will inure to the benefit of Sudo Africa.
3. The Customer will promptly notify Sudo Africa if the Customer becomes aware of any infringement of any Intellectual Property Rights in the API, API Data, Derived Data, Feedback and Sudo Africa Marks and will fully co-operate with Sudo Africa in any legal action taken by Sudo Africa to enforce Sudo Africa's Intellectual Property Rights.
4. The Customer acknowledges that all Intellectual Property Rights in the API, API Data, Derived Data, Feedback and Sudo Africa Marks, belong and shall belong to Sudo Africa or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the same other than the right to use it in accordance with the terms of this agreement.
5. This constitutes the Customer's exclusive remedy and Sudo Africa's only liability in respect of Claims and, for the avoidance of doubt, is subject to Clause 8.2.

SUB-LICENSING

1. The Customer shall not:
   1. sub-license, assign or novate the benefit or burden of this agreement in whole or in part;
   2. allow the API or API Data or Derived Data to become the subject of any charge, lien or encumbrance; and
   3. deal in any other manner with any or all of its rights and obligations under this agreement,
   without the prior written consent of Sudo Africa, such consent not to be unreasonably withheld or delayed.
2. Sudo Africa may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
3. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
4. A party assigning any or all of its rights under this agreement may disclose to a proposed assignee, on a confidential basis, any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this Clause shall be made until notice of the identity of the proposed assignee has been given to the other party.

WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy, unless such waiver is set out in writing and signed by the waiving party (or its authorised representative). No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.