EQUITY BANK KENYA LIMITED (EBKL) API TERMS OF SERVICE

INTRODUCTION
This Terms and Conditions (the "Terms") sets forth the terms that EBKL (“EBKL” or “we”) requires all developers (“you” or “Company”) to accept and implement in order to license the EBKL application programming interfaces (“APIs”) and use the corresponding Services. By clicking to “Accept,” you acknowledge and agree that you’ve read, understand, and agree to this Terms and all terms and conditions included herein or incorporated by reference on behalf of yourself and any entity you represent.

EBKL has developed the APIs found here: developers.equitybankgroup.com that allow third parties to access and communicate via the API to (i) EBKL servers that collect and communicate Content to and from EBKL devices or (ii) directly to EBKL devices, depending on the device (together with the API, the “Services”). "Content" means any content provided through the Services (whether created by EBKL or its third party licensors), and may include, but is not limited to, payment/ purchases data. “Company Content” means any content provided through the Software by Company or its third party licensors (whether created by Company or its third party licensors), and may include additional features, functionality, services to End Users, or data from other non-EBKL devices, including those that utilize other non-EBKL devices in part to deliver such features, functionality, or services.

Company wants to develop software applications that: (1) communicate with the EBKL API to access the Services in order to market and offer web and mobile applications that display or utilize Content in conjunction with the display or use of Company Content to End Users with EBKL devices or, (2) in the alternative, provide a software or system, such as energy efficiency software applications, that works with the EBKL API and utilizes EBKL web and mobile applications to display, manage and optimize Content to End Users; such software is referred to herein as the “Software.” “End Users” mean the individual human end users who use the Software, either directly via a web or mobile application or indirectly in the case of backend software.

SECTION 1: GENERAL LICENSE TERMS

a. License from EBKL to Company. Subject to this Terms found here: developers.equitybankgroup.com, and in consideration of Company’s agreement to Terms, EBKL grants to Company a non-exclusive, non-transferable (without the right to sublicense), terminable, limited license (i) to use the API and to use the Services for commercial and non-commercial purposes with Company’s Software and (ii) to access, use, perform and display the Content in or through the Software. The bank may from time to time predetermine the number of calls that you can make within a given time frame. Each HTTP request counts as one API call for the purposes of calculating usage limits, this does not include calls made to the third party service bus to obtain device event status information. Exceeding the total API calls shall in EBKL’s sole discretion, result in API suspension or account deactivation.

b. Fees. The APIs found here: developers.equitybankgroup.com are licensed free of charge unless otherwise noted. Basic support service is provided free of charge - this includes up to 5 web inquiries per month; responses will be managed based on availability.

c. Modifications. EBKL may make upgrades and commercially reasonable changes to the Services, including introducing new versions, extensions, or changes to the API, from time to time, provided EBKL will endeavor to provide no less than a thirty (30) day prior notice of such change or less time in the event such change is required by law or in the event of emergency, security risk, or substantial burden to EBKL. In such event, Company must promptly update its Software with the most recent APIs to ensure continued service.
If a modification is unacceptable to Company, Company’s recourse is to terminate use of the Services; in no event will EBKL be liable for any costs or damages caused by the changes to the Services beyond refunding any pre-paid Fees.
Company acknowledges and agrees that EBKL shall have the right to distribute software updates, patches, and modifications directly to End Users from time to time in order to, among other things, update software, enable new services, add features, respond to a security threat, and implement a software patch. Company agrees to cooperate and assist EBKL in the event of such occurrence.

d. Company IDs. In order to access the Content and Services, Company needs to obtain a Company ID from EBKL; a “Company ID” means an alphanumeric API console key that is uniquely associated with Company’s EBKL account. Company IDs are required, must be used according to the API documentation, and will be forwarded to Company electronically.

e. Third Party Components. Any third party component embedded, included or provided by EBKL for use with the Services may only be used in conjunction with the Services, and this use is subject to this Terms and the API documentation. To the extent Services include components covered by open source licenses requiring the provision of corresponding source code for those components, EBKL hereby offers the provision of that source code consistent with those licenses.

SECTION 2: THE SANDBOX- THE DEVELOPER’S TESTING ENVIRONMENT
2.1 Access: as a developer you may test your API Calls in the EBKL Sandbox, available through developers.equitybankgroup.com. When testing in the sandbox, you shall only use anonymous, non-live data.

2.2 Usage: You agree that all use of the Sandbox will be in accordance with the terms set out, herein which are subject to change from time to time. EBKL may post on the developer site and/or send an email to the company with notices of any changes. You agree that EBKL will not be liable to you or any third party for any modification or cessation of API’s, including the Sandbox. All accounts and transactions made in the sandbox are not real and no real money is transferred. The sandbox is provided on an ‘as-is’ basis and EBKL does not guarantee up-time or availability. You agree that you will not use any robot, spider, or other automatic device to create accounts for Sandbox use and you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

SECTION 3: TERM AND TERMINATION

a. Term: This Terms begins on the date the Company accepts these terms (the “Effective Date”) and expires on the date either party provides notice of such termination to the other party (the “Term”). Continued use of the Services will be deemed a renewal of this Terms. Company may terminate its participation by ceasing use of the Services and by removing the EBKL API code from Company’s Software, and providing written notice of such termination to EBKL. EBKL may terminate this Terms for any or no reason, effective immediately.

b. Survival. The restrictions and obligations in this Terms that are intended to survive the termination or cancellation of this Terms, will survive the termination or cancellation of this Terms, and will continue to bind Company, Company’s successors and heirs.

SECTION 4: OWNERSHIP AND PUBLICITY

a. Generally. Except as expressly set forth herein, this Terms does not grant either party any ownership rights, implied or otherwise, to the other's content or any of the other party's Intellectual Property Rights. Intellectual Property Rights in and to the content accessed through the Services are the property of the applicable content owner and may be protected by applicable laws. EBKL will own and retain all right, title and interest in and to the Intellectual Property Rights in the Services, subject only to the limited license expressly set forth in Section 1 hereof. Company will own and retain all right, title and interest in and to the Intellectual Property Rights in the Company Content. Company does not acquire any other rights, express or implied, in the Services. In the event Company suggests an improvement or change to the Services and EBKL makes such improvement or change, that improvement or change belongs to EBKL and Company has no claims thereto. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO EBKL. "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

b. Brand Features. If Company wants to display EBKL Brand Features or use the EBKL name in connection with its use of the Services or Software or in any promotions, marketing, advertising, literature, or press release, such use must be in strict compliance with the Brand and Marketing Guidelines found here: www.equitybankgroup.com. In connection with such permitted uses, EBKL grants Company a limited, revocable, non-exclusive, royalty-free license to the EBKL Brand Features for such limited purpose and use. "Brand Features" means the trade names, trademarks, service marks, and logos of each party, as secured by that party from time to time. Company agrees that EBKL may include Company’s name or Brand Features, whether online or in offline promotional materials, marketing, advertising, literature and press releases. In connection with any such use, Company grants EBKL a limited, non-exclusive, royalty-free license to Company Brand Feature for such purpose and use.

SECTION 5: CONFIDENTIALITY

Company agrees that it will: (i) protect and keep confidential EBKL's Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (ii) not disclose the Confidential Information to any party, except to Affiliates, employees and agents who need to know it and who have agreed to keep it confidential; and (iii) use the Confidential Information for any purpose other than to exercise rights and fulfill obligations under this Terms. Company is responsible for any actions of its Affiliates, employees and agents in violation of this Section. "Confidential Information" means information disclosed by EBKL that is marked as confidential or would normally be considered confidential under the circumstances, including but not limited to, all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware, schematics, and software source documents relating to the Services, and other information provided by EBKL, whether disclosed orally or in writing. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with that party. Confidential Information does not include information that: (i) Company already knew prior to disclosure from EBKL; (ii) becomes public through no fault of Company; (iii) was independently developed by Company without reference to the Confidential Information; or (iv) was rightfully given to Company by another party. Company may disclose the EBKL's Confidential Information when required by law, but only after it, if legally permissible: (i) uses commercially reasonable efforts to notify EBKL in a timely manner; and (ii) gives EBKL the chance to challenge the disclosure.


SECTION 6: COMPANY OBLIGATIONS
a. Third Party Apps; Company must obtain EBKL’s prior written approval in the event Company intends to sublicense or manage the Software for a third party not party to this Terms; Company understands and agrees that it is responsible to EBKL to ensure that any such third party use is in compliance with the terms of this Terms and Company agrees to be fully responsible for such third party use.

b. Privacy.
i. EBKL Privacy Policy. Company acknowledges and agrees that EBKL intends to and will continue to be permitted to collect and use certain personal, system, and usage data, in the same manner and to the same extent as described in EBKL’s privacy statement.

iii. Company Privacy Policy. Company must post and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection, use, and sharing of personal and usage information related to Company’s Software, including obtaining consent from End Users with respect to the foregoing. Company agrees that it will not sell or otherwise provide End User information to any third party for such third party’s marketing purposes.

c. End-User License Terms and other Legal Agreements. Company agrees that it will have an End User License Terms or other similar legal Agreements with End Users for the license and use of the Software that utilizes the API and Services (“EULA”). Company agrees such EULA will include warranty and liability provisions that protect EBKL as a licensor in the same manner and to the same extent as Company. Company agrees that the EULA will require End Users to comply with applicable laws.

d. End User Support. Company agrees to provide all customer support to End Users relating to its Software, products, and services. In connection therewith, Company agrees to prominently display its email address or other contact information in its Software so that its End Users may contact Company with any questions or issues. Company agrees to timely respond to such inquiries. In the event EBKL receives an excessive amount of customer care calls related to the Software, as determined in EBKL’s reasonable judgment, it may charge Company a reasonable fee for such calls and support.

e. Compliance with Laws. Company agrees that it will not use the Software, Services, Content, or Company Content in any manner or for any purpose that violates any right of any person, including but not limited to Intellectual Property Rights, rights of privacy, or rights to personality or to engage in activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations having the force of law.

f. Security Requirements. Company agrees that it will use commercially reasonable efforts to protect End User personal, thermostat, or other data collected by the Software. In all events, Company will implement industry-standard security measures that, at a minimum: eliminate coding vulnerabilities in its application development by following a secure software development lifecycle including testing for code vulnerabilities; maintain secure logical access procedures; maintain currency of software security patches for its own software and that of the development environment; and include reasonable security measures to maintain a secure computing environment and as otherwise required by applicable laws. In the event of a security incident, Company agrees to promptly notify EBKL and providing all relevant information to EBKL. Company agrees that it is solely responsible for all costs incurred by it or EBKL as a result of a security incident. Company agrees that EBKL will, with reasonable notice and during normal business hours, have access to inspect Company’s security and privacy processes and procedures either through its own employees or through an authorized representative selected by EBKL to confirm Company’s compliance with reasonable, industry-standard security processes, policies, and procedures. Such right will survive the expiration of the Term by 2 years. Company will also furnish such other information as may be reasonably requested by EBKL in auditing the aforementioned records.

g. Monitoring and Investigation. EBKL reserves the right and Company hereby consents to the reasonable monitoring by EBKL of Company for compliance with this Terms, including, without limitation, EBKL accessing and using the Software and underlying infrastructure and support and monitoring API usage. In the event EBKL determines, in its reasonable discretion, that Company is in violation of this Terms, EBKL may suspend or terminate access to the APIs and terminate this engagement.

h. Required Fields in Payment Orders:
Personal Payments-Memo Field. If your application allows personal payments, it must ensure the Payment Order for each payment includes a memo field for noting the purpose of the payment.
Purchase payments- Description Field. If your application allows Purchase payments, it must ensure the payment order for each payment includes a description field to identify the goods or services being sold.

SECTION 7: LIABILITY

a. Limitation of Liability. IN NO EVENT SHALL EBKL AND THE OTHER COMPANIES IN ITS CORPORATE GROUP, PERSONS WHO ACT ON EBKL’S BEHALF, AND/OR THE PERSONS WE ENTER INTO CONTRACTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TERMS, OUR SERVICES, OUR WEBSITES, DEVELOPER’S TOOLS OR OTHER ACTIONS OR OMMISSIONS INCLUDING:

I. ANY LOSS OF PROFITS, GOODWILL, BUSINESS CONTRACTS, REVENUE OR ANTICIPATED SAVINGS EVEN IF EBKL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS; OR
II. ANY LOSS OR CORRUPTION OF DATA
III. ANY LOSS OR DAMAGE WHATSOEVER WHICH DOES NOT STEM DIRECTLY FROM OUR BREACH OF THIS TERMS, OR
IV. TO DO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LOSS OR DAMAGE WHATSOEVER WHICH IS IN EXCESS OF THAT WHICH IS CAUSED AS A DIRECT RESULT OF OUR BREACH OF THIS TERMS (WHETHER OR NOT YOU ARE ABLE TO PROVE SUCH LOSS OR DAMAGE); OR
V. AN AMOUNT EXCEEDING THE AMOUNT OF THE DIRECT DAMAGES DIRECTLY CAUSED BY OUR BREACH OF THIS TERMS, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY

b. Indemnification. Company will indemnify, defend, and hold harmless EBKL, its affiliates, employees, and agents from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim made against EBKL for (i) infringement, misappropriation, or other violation of any intellectual property rights (including patent, copyright, trademark, or trade secret); (ii) Company’s breach of this Terms; (iii) Company’s Software or Company Content or Company’s other products, services, software, or apps; (iv) Company’s failure to establish an adequate Company privacy policy as required by Section 5(c)(iii) or an adequate EULA or other legal Terms as required by Section 5(d); (v) Company’s use of the API, Services, or Software in breach of its Terms with an End User or in violation of applicable laws; (vi) Company’s failure to implement adequate security requirements or a breach of security; (vii) Company’s negligence or willful misconduct; (viii) bodily injury, including death, and/or damage to tangible personal property caused by the Software or Company Content or Company’s other products, services, software, or apps; and (ix) Company’s breach of its confidentiality obligations.

c. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS AND CONDITIONS, EBKL DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE EBKL WEBSITE, APIs, INCLUDING BUTR NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE EBKL WEBSITWE AND APIs ARE PROVIDED ‘AS-IS’ AND EBKL MAKES NO WARRANTY THAT OUR WEBSITE AND APIs WILL BE UNINTERRUPTWED, TIMELY, SECURE OR ERROR FREE. EBKL DOES NOT HAVE ANY CONTROL OF, OR LIABILITY FOR, THE PRODUCTS OR SERVICES PURCHASED USING THE MERCHANT’s APIs.

SECTION 7: MISCELLANEOUS

a. Notices. Notice will be deemed given when verified by written receipt if sent by personal courier, overnight courier, or mail. EBKL’s notices should be addressed to: The Company Secretary, Equity Bank (Kenya) Limited, Equity Centre, Hospital Road, Upper Hill, P.O Box 75104-00200 Nairobi. Notices to Company will be posted on the following website: www.equitybankgroup.com

b. Assignment. Company may not assign or transfer any part of this Terms without the written consent of EBKL, except to an Affiliate but only if: (i) the assignee agrees in writing to be bound by the terms of this Terms; and (ii) the assigning party remains liable for obligations incurred under the Terms prior to the assignment. Any other attempt to transfer or assign is void.

c. Change of Control. Upon a change of Control of a party to a competitor of the other party (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (i) the party experiencing the change of Control will provide written notice to the other party within thirty days after the change of Control; (ii) the other party may immediately terminate this Terms any time between the change of Control and thirty days after it receives the written notice in subsection (i); and (iii) in no event may the party experiencing the change in Control share any Confidential Information of the other party with the third party. "Control" means control over greater than fifty percent of the voting rights or equity interests of a party.

d. Force Majeure. EBKL will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, supplier failure, and Internet disturbance) that was beyond EBKL's reasonable control.

e. International Use. Given the global nature of the Internet, Company agrees to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, privacy, copyright, and trademark infringement. Additionally, Company agrees to comply with all applicable laws regarding the transmission of technical data exported from the country in which Company resides. Addendums may be added to address specific laws or requirements as applicable.

f. No Agency. The parties are independent contractors, and this Terms does not create an agency, partnership or joint venture and Company agrees that it will not publicize the use of the Services in any manner that suggests otherwise.

g. No Waiver. Failure to enforce any provision of this Terms will not constitute a waiver.

h. Severability. If any provision of this Terms is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.

l. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Terms.

l. Equitable Relief. Nothing in this Terms will limit either party's ability to seek equitable relief.

m. Governing Law. This Terms is governed by the Laws of Kenya.

n. Amendments. Any amendments to this Terms must be in writing and expressly state that is amending this Terms.

o. Changes to Terms. EBKL reserves the right to make changes to this Terms from time to time. EBKL will use commercially reasonable efforts to provide at least a three (3) month notice of any material changes to this Terms. When these changes are made, EBKL will make a new copy of this Terms available at developer.EBKL.com (or such successor URLs that EBKL may designate from time to time). Company is responsible for regularly reviewing this Terms and notices posted on the EBKL website. Company’s continued access and use of the Services will be deemed Company’s conclusive acceptance of the modified Terms. If a modification is unacceptable to Company, Company may terminate this Terms by ceasing use of the Services.

p. Entire Agreement. This Terms is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Terms are hereby incorporated by this reference. Before using the Services, Company should read each of the documents comprising the Terms. If there is any contradiction between this Terms and other documents relating to these Services (including, but not limited to the API documentation), then this Terms will take precedence.

q. Taxes. It is the Company’s responsibility to determine what, if any, taxes apply to payments you make or receive, and it your responsibility to collect, report and remit the correct tax to the appropriate tax authority. EBKL is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

r. . Dispute Resolution. In the event of a dispute resolution arising between EBKL and the company in respect of any matter contained in this terms, the aggrieved party shall notify the other in writing about the existence and nature of the dispute within fourteen (14) days of the dispute arising. EBKL and the Company shall negotiate in good faith to settle the dispute in question as expeditiously as possible through their representatives. Should in any event the representatives fail to resolve the said dispute within the aforesaid period, the dispute shall be referred to arbitration. EBKL and The Company may appoint a single arbitrator or in default of such agreement upon application by either EBKL or the Company to the Chairman for the time being of the Kenyan Chapter of the Chartered Institute of Arbitrators. The determination of the arbitrator shall be final and binding to the extent permissible by applicable law

TERMS OF USE
Company agrees to the following restricted uses or other prohibitions (terms not otherwise defined herein will have the meaning defined in the Terms of Service):
A. Company will not hide or mask from EBKL the identity of the Software, including by failing to follow the identification conventions listed in the API documentation;
B. Company will not create Software that functions substantially the same as the API or Services and offer it for use by third parties;
C. Company will not attempt to reverse engineer the Services or any component or attempt to create a substitute or similar service through use of or access to the Services;
D. Company will not create derivative works of or attempt to derive the source code of any Software provided as part of the API(s) or any part thereof;
E. Company will not use the Services for High Risk Activities. "High Risk Activities" means uses like the operation of emergency services, nuclear facilities, air traffic control or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage;
F. Company will not use the Services to harm EBKL or third parties, such harm including, but not being limited to, disrupting EBKL business and customers, intentionally or negligently overloading EBKL's network or conducting Denial of Services attacks, finding or exploiting vulnerabilities in EBKL's security;
G. Company will not, except as necessary to establish a commercial relationship as contemplated under the Terms of Service, or as otherwise mutually agreed, disclose to any third party any information about the Service's performance, service levels, content, specifications, bugs (if any), pricing, its code, or the Terms of Service or disparage EBKL or the Service in any way;
H. Company will not copy any portion of the Services code, appearance or documentation, except to the extent necessary to perform integration with EBKL devices and services;
I. Company will not use the Services for any demand response program unless pursuant to the license of demand response APIs from EBKL;
J. Company will not disable, hack, disrupt, damage, or interfere with the Services;
K. Company will not allow the Software to contain any obscene, pornographic, offensive, or defamatory content or materials of any kind, or other content or materials that may be objectionable;
L. Company will not collect, aggregate, re-syndicate, retain, log or store Content beyond 10 trailing days from the date when the Content is received
M. Company will not use End User data to evaluate End Users or their property individually or in the aggregate for insurance or other financial products and services.
N. Company will not allow the Software to perform any function or link to any content or use any robot, spider, site search or other retrieval application or device to scrape, collect, disseminate or use information about users for any unauthorized purpose;
O. Company will not develop, use, or offer:
1. Software that causes EBKL servers or network to crash;
2. Software that consistently generates excessive API traffic;
3. A Web browser redirect-based implementation that download code in any way or form;
4. Software that sends “Push Notifications” without first obtaining End User consent;
5. Software that jeopardizes network security by sending sensitive device and user confidential information using Push Notifications;
6. Software that encourages End Users to use EBKL devices in a way that may cause damage to the devices or their systems;
7. Software that rapidly drains the EBKL device's battery or generates excessive traffic;
8. Software that may result in physical harm to the EBKL devices;
9. Software that does not provide a mechanism for End User to unsubscribe users and devices;
10. Software that does not implement an error handling workflow which gives the End User guidance on what the issue is.
A violation of any of the foregoing may result in immediate termination of the Terms of Service.