2 API Terms & Conditions

Contens:

• 1 Introduction
• 2 Warranties
• 3 Licence
• 4 Fees and Payment
• 5 Ownership
• 6 Indemnity
• 7 Limitation
• 8 Termination
• 9 Privacy
• 10 Confidentiality
• 11 Force majeure
• 12 Amendments
• 13 Assignment
• 14 Entire agreement
• 15 Severance
• 16 Law and jurisdiction

1 Introduction

• 1.1. These API terms and conditions, together with those set out in the accompanying API Terms Sheet (together, ‘API Terms’) comprise the terms which govern your access to and use of the application programming interface and any related data, images, text, information or other content owned by Colet Systems (together, ‘MollyBet API’) contained on or made available via the betting platform (’Platform’) provided by Colet Systems via the website at mollybet.com (‘Website’). References to ‘Colet Systems’, ‘we, ‘us’ and/or ‘our’ are references to Colet Systems Limited and references to ‘you’ or ‘your’ are references to you, the applicant or user.

• 1.2. By applying for and/or accessing or using the MollyBet API, you (i) agree that you have read, understood and agree to be bound by these API Terms, and (ii) acknowledge that you have independently evaluated the MollyBet API, satisfied yourself as to its suitability, and that you have not relied on any representation or statement in this regard other than as set out in these API Terms.

• 1.3. Your use of the Platform is governed by our General Terms which are hereby incorporated and which you agree to comply with.

2 Warranties

• 2.1. You hereby warrant and undertake that:

  • you are authorised and legally entitled to enter into an agreement with us on these API Terms and that in doing so you will not breach any law, regulation, code of conduct, code of practice or any obligation to any third party;
  • if you are an individual, you represent and confirm that you are at least 18 years of age, you are of sound mind and fully capable of entering into binding legal agreements;
  • you will comply with all applicable laws, regulations and other requirements, including any requirements or guidelines provided by us, and you shall exercise the degree of skill and care which would be reasonably expected of a skilled and experienced contractor acting dutifully;
  • you will provide complete and accurate information about you and users authorised by you (‘Authorised Users’) and keep that information up to date at all times and ensure that Authorised Users comply with these API Terms at all times; and
  • you will at all times act in good faith and in the best interests of Colet Systems.

3 Licence

• 3.1. In consideration of your payment of the fees set out in the API Terms Sheet (‘Fees’) and subject to your compliance with these API Terms, we hereby grant you a limited, revocable, non-transferable, non-sub-licensable, non-exclusive license to access and use the MollyBet API, only for your own internal purposes in relation to integrating your software with the Platform to enable you to use the Platform in a fully automated way (the ‘Permitted Purpose’). For these purposes, ‘internal’ means (i) your own personal use if you are an individual and, (ii) if you are a company, partnership or other organization, use only by employees or other authorized users within your organization.

• 3.2. Colet Systems may also at its discretion provide you with third party information, data and other content, including betting data information, such as bookmakers limits, prices and other information (‘Third Party Data’) in relation to your use of the MollyBet API pursuant to clause 3.1 above. Any such Third Party Data (i) shall be provided on an “as-is” basis only (without any warranties or representations on the part of Colet Systems), and (ii) must be used only in relation to your use of the MollyBet API in accordance with the Permitted Purpose. For the avoidance of doubt, your use of the Third Party Data shall be subject to all restrictions hereunder which apply to the MollyBet API.

• 3.3. Colet Systems may also make available information, specifications, supporting materials and other data and requirements describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the MollyBet API (collectively, "Specifications") and you shall at all times access and use the MollyBet API in accordance with the Specifications.

• 3.4. Without prejudice to clauses 3.1-3.3 above, you agree that you will not under any circumstances (without our prior written consent):

  • disclose or make available the MollyBet API (or any part thereof) to any third party;
  • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the MollyBet API;
  • use the MollyBet API to provide services to any third party;
  • enable or assist the use of the MollyBet API by any third party;
  • infringe the rights of any third party, including intellectual property or data rights, or breach any obligation owed to any third party;
  • create any software or other application for use with or in connection with the MollyBet API, save for any required for the Permitted Purpose;
  • do or omit to do anything which has or is likely to have a detrimental impact on the performance of the Platform;
  • use any Colet Systems trademarks or brand names; or
  • use the Colet SystemsMollyBet API in any other way which is prejudicial to the interests of Colet Systems.

• 3.5. You will keep all account information, including user name(s) and passwords(s), (‘Account Details’) secure and strictly confidential and employ reasonable security processes to that end. The Account Details are personal to you and may not be assigned, transferred, sub-licensed or disclosed to any third party without our prior written consent. You agree to notify us immediately if you become aware of any unauthorised use of the Account Details. You will be liable for all activities and/or transactions carried out using your Account Details.

4 Fees and Payment

• 4.1. You agree to pay the fees in accordance with the payment requirements set out in the API Terms Sheet (“Fees”).

• 4.2. All payment of Fees must be made in full (and without deduction, set-off or withholding) in cleared funds by the specified payment dates. In the event that you fail to pay any amount on the due date, we shall be entitled (without prejudice to any other rights and remedies) to suspend your Account Details and/or your use of the MollyBet API, charge interest on the overdue amount at the rate of 4% above the base rate of NatWest Bank PLC until payment is received in full, and/or require the immediate payment of the full outstanding balance of the Fees.

• 4.3. Any dispute relating to Fees must be raised within 14 days of receipt of our invoice, failing which the invoice shall be deemed accepted and any right of dispute waived. In order to dispute any part or parts of an invoice, you must first pay any undisputed portion(s).

• 4.4. We may, in our discretion, require you at any time to pay a deposit, make payment on account or provide a form of guarantee as security for the payment of amounts due under these API Terms.

5 Ownership

• 5.1. The MollyBet API is the property of Colet Systems, including (without limitation) all intellectual property rights, data rights and database rights therein. You have no rights in relation to the MollyBet API other than the limited right of use set out in clause 3 above.

• 5.2. Any third party rights comprised in or relating to the MollyBet API, including without limitation all rights relating to the Third Party Data, shall belong to the applicable third party owner. Nothing in these API Terms shall be construed as granting you any right or licence in relation to third party materials or content and Colet Systems gives no warranty or assurances in that respect. Any such right or licence must be obtained from the third party owner concerned, subject to payment by you of any applicable fees and expenses.

• 5.3. You represent and undertake that, except as may be permitted under applicable laws or expressly agreed by us in relation to the Permitted Purpose, that you will not:

  • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the MollyBet API or any related or associated documentation (“Documentation”) (as applicable) in any form or media or by any means; or
  • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the MollyBet API.

6 Indemnity

• 6.1. You agree to defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) allegations of infringement of third party intellectual property rights arising through your use of the MollyBet API, and/or (ii) your breach of these API terms, including the breach by your employees, agents, sub-contractors or other authorised third parties.

• 6.2. If we become aware of any claim relating to the aforementioned indemnity, we shall give you prompt notice of the claim and provide you (at your cost) with reasonable co-operation in the defence and settlement of the claim. You shall have the sole authority to defend or settle the claim, save that you will obtain the prior written consent of Colet Systems before settling any claim where it may have any implication, financial or otherwise, for Colet Systems.

7 Limitation

• 7.1. This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, officers, agents and sub-contractors) to you in respect of (a) any breach of these API Terms; (b) any use made by you of the MollyBet API, Third Party Data or any parts of thereof; and (c) any representation, statement or tortious act or omission (including negligence).

• 7.2. Except as expressly and specifically provided in these API Terms 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. You acknowledge and accept that (except as expressly provided in these API Terms) the MollyBet API and the Third Party Data are provided "as is" without warranties of any kind (whether express or implied).

• 7.3. Nothing in this Agreement excludes liability (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation, or (c) which we may not exclude under applicable law.

• 7.4. Subject to clauses 7.2 and 7.3:

  a) Colet Systems shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for (i) any loss of profits (direct or indirect), loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or (ii) for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and

  b) Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the MollyBet API, the Third Party Data and/or our performance or contemplated performance of these API Terms shall be limited to: (i) £50,000 (fifty thousand pounds sterling), or (ii) the total Fees paid by you in the 6 months immediately prior to the event or incident which gives rise to the claim; whichever is the lower.

8 Termination

• 8.1. Either party will have the right to terminate the contract by giving at least 14 days’ notice in writing to the other party.

• 8.2. Without prejudice to any other rights we may have, we may terminate our agreement with you immediately without liability to you.

• 8.3. Without prejudice to any other rights or remedies, either you or we may terminate our Agreement without liability if:

  • the other commits a material breach of any of these API Term Sheet which is not remediable or which (if remediable) fails to be remedied within 30 days of that party being notified in writing of the breach; or
  • an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party, or an administrator or receiver is appointed over the affairs or assets of the other party (or an application is made therefor) or if the other party makes an arrangement with its creditors, ceases or threatens to cease to trade or takes or suffers any similar or analogous action in any jurisdiction.

• 8.4. Upon termination of the Agreement for any reason:

  • unless otherwise agreed by us in writing, you may make no further use of the Platform, the Software or any other Colet Systems property;
  • you shall return to us and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to us;
  • we may destroy or otherwise dispose of any of your, or your Clients’ data; and
  • your or our accrued rights as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

9 Privacy

Each of us agrees to comply with our obligations under the Data Protection Act 1998, as that Act applies to each of our activities under these API Terms and/or the provision and use of the MollyBet API. The personal information you provide to us will be processed in accordance with our Privacy Policy [LINK].

10 Confidentiality

• 10.1. Each of us (the ‘Recipient’) agrees to keep secret any confidential information received from the other (the ‘Disclosing Party’), namely any information which is confidential in nature or is marked as such, including information and material relating to the Disclosing Party’s business, financial information, betting information and history, intellectual property rights, business processes, supplier relationships, client details and activities under these API Terms (‘Confidential Information’). For the avoidance of doubt, the MollyBet API and the Third Party Data (including all related information and data) are confidential.

• 10.2. We each agree not to disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, to store all Confidential Information in a secure place when not in use and safeguard Confidential Information in a manner no less secure than those we respectively apply to our own confidential information of the same or similar nature, and to use the Confidential Information only for the purposes of performing our obligations under these Terms.

• 10.3. Confidential Information will not include information that the Recipient can demonstrate on reasonable grounds (i) was previously known by the Recipient without any obligation to hold it in confidence, (ii) is independently developed by the Recipient without reference to the Confidential Information; (iii) is or becomes available to the public through no breach of these Terms; (iv) is required to be disclosed by law, regulations, valid order of a court or other governmental body, provided that the Recipient will use its commercially reasonable efforts to notify the Disclosing Party in advance of such required disclosure; or which is lawfully received, without restriction, against disclosure, from a third party free to disclose such information.

11 Force majeure

We shall have no liability for any delays or failures which result from circumstances beyond our reasonable control.

12 Amendments

We may amend the API Terms by posting the amended terms on the Website. Amendments shall automatically come into effect 30 days after being posted on the Website unless you notify us that you do not agree to any of the proposed amendments.

13 Assignment

The rights granted under these API Terms are personal to you and you may not sell, assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of your rights and obligations without our prior written agreement. Colet Systems may at any time assign, novate, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without your consent.

14 Entire agreement

You confirm that you have not entered into these API Terms on the basis of any representation that is not expressly set out herein. Nothing hereby excludes liability for fraud.

15 Severance

If any provision of these API Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these API Terms and rendered ineffective as far as possible without modifying the remaining provisions, and shall not in any way affect any other circumstances of or the validity or enforcement of these API Terms.

16 Law and jurisdiction

These API Terms (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these API Terms) shall be governed by and construed in accordance with English law. The Parties agree that the English Courts shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with these API Terms and irrevocably submit to the jurisdiction of such court.