Thank you for being a part of the TradeCrediTech Developer community.

By accessing or using the TradeCrediTech API, you agree to this TradeCrediTech API License and Terms of Use (“Terms”) with TradeCrediTech and its affiliates (“we”, “our”, “us” or “Nimbla” or “TradeCrediTech”). Please read these Terms carefully, as they are a legally binding agreement. TradeCrediTech reserves the right to update and change the Terms by posting updates and changes here TradeCrediTech.com/api-terms. If a significant change is made, we will provide reasonable notice by email. We may update these Terms from time to time, so please check back for any changes that may impact you.

Definitions

“Application” or “App” means the software application, website, interface or any other means you use to access the TradeCrediTech API using the API Credentials, including a Private Application or a Public Application.

“API Client” means the unique Application configuration (including API Credentials) generated through the Partner Account.

“API Credentials” means the secret key and access token that allow you to make authenticated requests to the TradeCrediTech API.

“Customer” means a customer of the Developer.

“Customer Data” means information (including Personal Information) relating to a Customer, including order information, payment information, or account information.

“Developer” means an individual or entity that develops, owns or operates one or more Application(s) that accesses or uses the TradeCrediTech API.

“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.

“Public Application” means an Application that accesses the TradeCrediTech API via an API Client and that is made available to customers either via a public URL or through the TradeCrediTech App.

“Private Application” means an Application that accesses the TradeCrediTech API via Private API Credentials and is made available to a single Developer.

“Private API Credentials” means the API Credentials generated through the Admin that provide access via the TradeCrediTech API to the specific functionality to which such credentials relate.

“Service” means the TradeCrediTech hosted platform available via TradeCrediTech.com (and any associated websites) that are used by Developers to provide services to Customers.

“TradeCrediTech API(s)” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, Updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by TradeCrediTech.

“TradeCrediTech Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, TradeCrediTech; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“TradeCrediTech Trademarks” means the trademarks, logos, service marks and trade names of TradeCrediTech, whether registered or unregistered, including the word mark TradeCrediTech and the Logo.

“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the TradeCrediTech API.

Using the TradeCrediTech API

  1. Access to the TradeCrediTech API.

    • You may not use the TradeCrediTech API and may not accept the Terms if (a) you are not of legal age to form a binding contract with TradeCrediTech, or (b) you are a person barred from using or receiving the TradeCrediTech API under the applicable laws of the United States or the country in which you are resident or from which you use the TradeCrediTech API.

    • If you are accessing or using the TradeCrediTech API on behalf of an entity, you represent and warrant that you have the 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).

    • Except in the case of Private API Credentials, in order to access and use the TradeCrediTech API, Developer must obtain an API Client by registering for a Partner Account and agreeing to and complying with the or other written agreement with TradeCrediTech relating to Developer’s access to and use of the TradeCrediTech API and participation in the Partner Program.

    • If you are accessing and using the TradeCrediTech API by Private API Credentials, you may only do so with the express authorization of TradeCrediTech, and only for the purposes of providing your Application’s service to the Customers to whom the Private API Credentials relate.

    • Except as permitted herein, (A) you must keep the API Credentials and all login information for your TradeCrediTech Account, (B) you may not share the API Credentials with any third party, and (C) you will not access the TradeCrediTech API by any means other than the API Credentials you receive in accordance with Section 2.1.3 or 2.1.4 above. API Credentials are the exclusive property of TradeCrediTech, and your access to and use of API Credentials is in TradeCrediTech’s sole discretion.

    • You are not permitted to use a service provider in connection with providing your Application’s service unless they sign an agreement with you to (A) protect any Data received from TradeCrediTech (that is at least as protective as TradeCrediTech’s terms and policies (C) keep the Data secure and confidential. You must ensure that any service provider complies with these Terms and any other applicable TradeCrediTech terms and policies, and you acknowledge and agree that any act or omission by a service provider amounting to a breach of these Terms will be deemed to be a breach by you. If requested, you will provide a list of your service providers to TradeCrediTech.

    • Access to certain APIs or SDKs may require a separate written agreement between Developer and TradeCrediTech.

  2. API License. Subject to the Terms, TradeCrediTech grants you a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the TradeCrediTech API solely in connection with developing, implementing and distributing your Application that interoperates or integrates with the Service, and solely in the manner described in the Terms and in the technical documentation contained in the TradeCrediTech API.

  3. API Restrictions. When using the TradeCrediTech API, you will (and will ensure that your employees, agents and service providers will):

    • only use the TradeCrediTech API (including SDKs) to develop and distribute Applications or content for your use with the Services;

    • restrict disclosure of the API Credentials, or any part thereof, to your agents, employees, or services providers, who must require access to use, maintain, implement, correct or update your Application in accordance with the Terms, and who are subject to confidentiality obligations the same as or greater than those contained herein;

    • not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Terms to any third party;

    • not use or access the TradeCrediTech API or the Service in order to monitor the availability, performance, or functionality of the TradeCrediTech API, the Service or any portion thereof or for any similar benchmarking purposes;

    • not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the TradeCrediTech API;

    • not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of TradeCrediTech or any third party;

    • not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;

    • not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the TradeCrediTech API, Data, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;

    • not bypass TradeCrediTech API restrictions for any reason, including automating administrative functions;

    • not, except as authorized by TradeCrediTech in writing, substantially replicate products or services offered by TradeCrediTech or any TradeCrediTech Related Entity, including the TradeCrediTech API. Subject to the preceding sentence and the parties’ other rights and obligations under the Terms (including confidentiality obligations and any restrictions on use of Data), each party agrees that the other party may develop and publish Applications that are similar to or otherwise compete with such party’s Applications;

    • not develop Applications that excessively burden the TradeCrediTech system, distribute spyware, adware or other commonly objectionable programs;

    • not develop an Application whose primary purpose is to migrate Data off TradeCrediTech;

    • not access or use the TradeCrediTech API to develop or distribute the Application in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the TradeCrediTech Acceptable Use Policy;

    • not request more than the minimum amount of data from a TradeCrediTech API needed by your Application to provide the intended Application functionality, or any data outside any permissions granted;

    • not falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application; and

    • not include code in any Application which performs any operations not related to the services provided by the Application, whether or not Developer has obtained consent to do so, and whether or not the Application obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining.

  4. API Limits. TradeCrediTech may set and enforce limits on your use of the TradeCrediTech API (limiting the number of requests that you may make), in our sole discretion. You agree to, and will not attempt to circumvent such limitations. If you would like to use any TradeCrediTech API beyond these limits, you must obtain TradeCrediTech’s express written consent (and TradeCrediTech may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact support@TradeCrediTech.com

  5. Open Source Software. Some of the software packages, libraries, or components required by or included in the TradeCrediTech API are or may become licensed under an open source software license (“Open Source Components”). To the limited extent that the Open Source Component license expressly supersedes the Terms, your use, reproduction and distribution of any such Open Source Components is governed by the terms of the applicable open source software license and not this Section 2.5.

  6. Feedback. If you provide any feedback (including identifying potential errors and improvements) to TradeCrediTech concerning the TradeCrediTech API or any aspects of the Service (“Feedback”), you hereby assign to TradeCrediTech all right, title, and interest in and to the Feedback, and TradeCrediTech is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the TradeCrediTech API or the Service and to create other products and services. TradeCrediTech will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.

Changes to the TradeCrediTech API

  1. Updates. TradeCrediTech reserves the right to require Developer to install or update any and all software to continue using the TradeCrediTech API and the Service. You acknowledge that TradeCrediTech may make Updates to the TradeCrediTech API from time to time, and at its sole discretion. You must implement and use the most current version of the TradeCrediTech API and to make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the TradeCrediTech API. Your continued access or use of the TradeCrediTech API following an update or modification will constitute binding acceptance of the Update.

  2. Access and Use. We may change or discontinue the availability of some or all of the TradeCrediTech API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the TradeCrediTech API. Your continued use of the TradeCrediTech API following a subsequent release will be deemed your acceptance of modifications.

  3. Beta Services. From time to time, TradeCrediTech may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which TradeCrediTech will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of TradeCrediTech and subject to the confidentiality provisions in these Terms. TradeCrediTech makes no representations or warranties that the Beta Services will function. TradeCrediTech may discontinue the Beta Services at any time in its sole discretion. TradeCrediTech will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. TradeCrediTech may change or not release a final or commercial version of a Beta Service in our sole discretion.

Proprietary Rights

  1. The Service, the TradeCrediTech API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of TradeCrediTech or TradeCrediTech Related Entities or otherwise related to the Service, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “TradeCrediTech Property”) will be and remain the sole and exclusive property of TradeCrediTech. To the extent, if any, that ownership of any TradeCrediTech Property does not automatically vest in TradeCrediTech by virtue of the Terms, or otherwise, and vests in Developer, Developer hereby transfers and assigns to TradeCrediTech, upon the creation thereof, all rights, title and interest Developer may have in and to such TradeCrediTech Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

  2. As between Developer and TradeCrediTech, TradeCrediTech shall own all right, title and interest in any Data that TradeCrediTech receives as a result of installation or use of an Application, and all such Data shall be subject to the TradeCrediTech Terms of Service and the TradeCrediTech Privacy Policy.

  3. TradeCrediTech does not acquire ownership in your Application, and by using the TradeCrediTech API, you do not acquire ownership of any rights in the TradeCrediTech APIs or the content that is accessed through the TradeCrediTech APIs.

TradeCrediTech and Nimbla Trademarks

TradeCrediTech hereby grants to Developer a limited, revocable, non-exclusive, non-sublicensable and non-transferable license during the term to display the TradeCrediTech and Nimbla Trademarks for the sole purpose of notifying Customers that the Application is compatible with the Service. Developer acknowledges and agrees that: (i) it will use TradeCrediTech and Nimbla’s Trademarks only as permitted hereunder; (ii) it will use the TradeCrediTech and Nimbla Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by TradeCrediTech in writing from time to time, including brand assets accessible from the Partner Program website and the TradeCrediTech brand guidelines or Nimbla brand guidelines (iii) the TradeCrediTech and Nimbla Trademarks are and shall remain the sole property of TradeCrediTech; (iv) nothing in these Terms shall confer on Developer any right of ownership in the TradeCrediTech and Nimbla Trademarks and all use thereof by Developer shall inure to the benefit of TradeCrediTech; (v) Developer shall not, now or in the future, apply for or contest the validity of any TradeCrediTech and Nimbla Trademarks; and (vi) Developer shall not, now or in the future, apply for or use any term or mark confusingly similar to any TradeCrediTech and Nimbla Trademarks.

Security

  1. YOU AGREE THAT TradeCrediTech MAY MONITOR USE OF THE TradeCrediTech API TO ENSURE QUALITY, IMPROVE TradeCrediTech PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include TradeCrediTech accessing and using your Application, for example to identify security issues that could affect TradeCrediTech. You will not interfere with this monitoring. TradeCrediTech may use any technical means to overcome such interference. TradeCrediTech may suspend access to the TradeCrediTech API by you or your Application without notice if we reasonably believe that you are in violation of the Terms.

  2. Your Application will be installed and run on your server or another server, but will not be run on TradeCrediTech’s servers. Your networks, operating system and software of your web servers, routers, databases, and computer systems (collectively, “Developer System”) must be properly configured to Internet industry standards so as to securely operate your Application and protect against unauthorized access to, disclosure or use of any information you receive from TradeCrediTech, including Customer Data. If you do not completely control some aspect of the Developer System, you will use all influence that you have over the Developer System to do so. You must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.

Audit

TradeCrediTech shall have the right to appoint an independent auditor, under appropriate non-disclosure conditions, to audit Developer’s App, systems and records to confirm Developer’s compliance with the Terms, and that you’ve complied with our requests and requests from Customers, as applicable, to delete Data obtained through the TradeCrediTech API or otherwise through our Services. If requested, you must provide us with proof that your Application complies with these Terms.

Disclaimer of Warranties

The Service and the TradeCrediTech API are provided “as-is”. TradeCrediTech makes no warranties here under, and TradeCrediTech expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, TradeCrediTech further disclaims all representations and warranties, express or implied, that the Service or the TradeCrediTech API satisfies all of your requirements or will be uninterrupted, error-free or free from harmful components.

Limitation of Liability

  1. TradeCrediTech shall have no liability with respect to the Terms, the TradeCrediTech API, the Services or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Terms, the Services or the TradeCrediTech API, even if TradeCrediTech has been advised of the possibility of such damages. In any event, TradeCrediTech’s liability to you under the Terms for any reason will be limited to £100 GBP. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

  2. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

Indemnification

  1. You agree to indemnify, defend and hold harmless TradeCrediTech and any TradeCrediTech Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under the Terms; (b) your gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to TradeCrediTech and TradeCrediTech Related Entities granted by you to any other third party; (d) your access to or use of the TradeCrediTech API; (e) your breach of an Agreement; (f) any third party claim that your products or services, including any Application, infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the your products or services, including any Application; (h) your relationship with any parties; and (i) a Data Breach.

  2. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Developer with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under the Terms. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Developer shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Developer will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

  3. In the event of any breach or threatened breach by Developer of any provision of Sections 2 (Using the TradeCrediTech API), 4 (Proprietary Rights), 6 (Privacy and Data Security), 7 (Security) or 12 (Confidentiality), in addition to all other rights and remedies available to TradeCrediTech under the Terms and under applicable law, TradeCrediTech shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate Developer’s rights under these Terms, (c) receive a prompt refund of any amounts paid to Developer hereunder, and (c) be indemnified for any losses, damages or liability incurred by TradeCrediTech in connection with such violation, in accordance with the provisions of this Section 11.

Confidentiality

  1. The parties acknowledge that a party (the “Receiving Party”) may receive confidential or proprietary information relating to the other party (the “Disclosing Party”) which is either identified as confidential at the time of disclosure, or should reasonably be recognized by the Receiving Party as confidential under the circumstances, whether or not marked as confidential or proprietary (collectively, "Confidential Information"). For the avoidance of doubt, the TradeCrediTech API and API Credentials are deemed to be TradeCrediTech’s Confidential Information. Confidential Information shall not include any information that the Receiving Party can establish: (a) was generally available to the public (or becomes so) without the fault or negligence of the Receiving Party, (b) was known by or in the possession of the Receiving Party before receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, and without breaching any provisions of the Terms; or (d) is rightly obtained by the Receiving Party from a third party without a duty of confidentiality.

  2. A Receiving Party will use Confidential Information solely as necessary to perform its obligations under the Terms and in accordance with any other obligations in the Terms including this Section 12. A Receiving Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but in any event no less than reasonable care, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and service providers who, in each case, must have access to such Confidential Information to perform the Receiving Party’s obligations under the Terms and who are each subject to obligations of confidentiality that are at least as stringent as those contained in the Terms or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in the Terms, provided that, if legally permitted, the Receiving Party shall give the Disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. To the extent legally permitted, the Receiving Party will consult and cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and will otherwise only disclose that portion of the Confidential Information that is required to be disclosed. The Receiving Party is liable for its affiliates’, employees’, service providers’ and agents’ compliance with the terms of this Section 12. Upon request, all copies and excerpts of Confidential Information will be securely erased or destroyed, except any archived copies, which will remain subject to these confidentiality provisions.

Termination

  1. Termination. Access to the TradeCrediTech API may be terminated or suspended by TradeCrediTech at any time and at TradeCrediTech’s sole discretion. Without limiting the foregoing, TradeCrediTech may terminate your right to use the TradeCrediTech API if you breach the Terms or any documents incorporated by reference in the Terms. Termination or suspension of Developer’s access to the TradeCrediTech API may negatively affect users who use Developer’s Application, and Developer is responsible to ensure that all users who access or use Developer’s Application are aware of this risk.

  2. Consequences of Termination. Upon termination of the Terms: (a) each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information); (b) Developer shall immediately cease displaying any TradeCrediTech Trademarks on any website or otherwise; and (c) all rights granted to Developer hereunder will immediately cease, including the right of Developer to access and use the TradeCrediTech API.

General

  1. Non-Exclusivity. Nothing in the Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to the Terms. The Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under the Terms by doing so, including any confidentiality obligations.

  2. Notice. Any notice, approval, request, authorization, direction or other communication under the Terms shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Developer’s email address listed in the Partner Account, and to support@TradeCrediTech.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for TradeCrediTech.

  3. No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms or to exercise any right under the Terms shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving party.

  4. Entire Agreement. These Terms, including all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of the Terms).

  5. Assignment. All the terms and provisions of the Terms shall be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. TradeCrediTech shall be permitted to assign these Terms without notice to or consent from Developer. Developer shall have no right to assign or otherwise transfer the Terms, or any of its rights or obligations hereunder, to any third party without TradeCrediTech’s prior written consent, to be given or withheld in TradeCrediTech’s sole discretion.

  6. Patent Non-Assertion. Developer and its affiliates covenant not to assert patent infringement claims against TradeCrediTech, TradeCrediTech Related Entities, or TradeCrediTech products and services including the TradeCrediTech API.

  7. Competitive or Similar Materials. TradeCrediTech is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Developer’s products or services, including any Application, regardless of their similarity to Developer’s products or services, provided that TradeCrediTech does not use Developer’s Confidential Information in so doing.

  8. Surviving Provisions. This Section 14.10 and the following articles shall survive any termination or expiration of the Terms: Section 1 (Definitions), Section 4 (Proprietary Rights), Section 8 (Audit Rights), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Confidentiality) and Section 14 (General). In addition, any provisions of the Terms that by their nature are intended to survive, will survive termination.