1. Acceptance

1.1 These terms and conditions ("Terms") cover your use of the application programming interface(s) ("API") sample software code made available by Virgin Money Giving Limited ("VMG") and other related materials provided or made available by VMG together with services and features provided by VMG group companies and Mashery, Inc (the "Portal") that enable you to implement the software and shared services offered and described by VMG at https://developer.virginmoneygiving.com (the "API Service") on one or more website(s) or web applications owned and controlled by you ("your Website(s)").

1.2 By registering as a developer, you or the entity or company that you represent ("Developer" or "you") are agreeing to be bound by (i) these Terms and (ii) Mashery, Inc's terms of service ("Mashery's Terms") and (iii) the terms of use of your developer API package and plans. By continuing to use the Portal or API Service on your Website(s) you are agreeing to the Terms and Mashery's Terms and the terms of use of your developer API package and plans.

1.3 We reserve the right to limit, suspend or terminate your access to the Portal and/or API Service and/or developer API packages and plans at any time, including the right to place volume limitations on access to the Portal or API Service or developer API packages and plans.

1.4 We may suspend or terminate your access to the API Service if the volume conducted via your Website exceeds the limits (which may be amended from time to time) of the applicable developer API package and plans you are currently on (please look on the "My Account" section of the Portal for full details of your developer API package and plans).

1.5 We reserve the right to change, modify, update or terminate the Portal and API Service at any time, to impose additional restrictions or limitations on the API Service (including, without limitation, the maximum length of time that data or other content will be retained by the API Service), or to impose a fee for all or part of the API Service and/or Portal.

1.6 VMG has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the API Service and VMG reserves the right to delete any data stored in a live or test environment without giving you advance written notice. Please be aware that any test data which you create and store in the test environment will be available to other users.

1.7 We may decide what features to include in the API Service and whether to make them optional or mandatory. We reserve the right to alter these practices, policies and limits, in our sole discretion, with or without notice, although we will use reasonable endeavours to notify you where possible.

1.8 We also reserve the right to change, modify or update the Terms and the developer API packages and plans at any time. If we revise the Terms, we will post the revised Terms on the Portal. We will also provide you notice of changes by email and/or post, if required to do so by law. If you do not agree to the revisions, you must stop using the Portal and remove the API Service from your Website(s). By continuing to use the Portal or API Service after the revised Terms have been posted on the Portal, you are accepting the new Terms.

1.9 If you use either the "Charity" or "Event" developer API packages and plans, or any other API packages and plans that allow access to account creation APIs, you agree to (i) make VMG's terms and conditions for fundraisers and donors available to such users, (ii) require that your users accept and comply with VMG's terms and conditions for fundraisers and donors and (iii) ask your users if they consent to receive information about VMG, its group companies, other Virgin group companies and supporting charities, and inform VMG of the outcome of that request.

1.10 Our Privacy Policy forms part of these Terms. By agreeing to these Terms you also agree to the way we use and protect your personal information.

1.11 If you are registering for the Portal and the API Service on behalf of a company, you confirm that you are authorised to represent that company and accept the Terms on its behalf. In this case, the terms "you" and "your" in these Terms mean your company and all of its employees. If you are entering into these Terms on your own behalf, you agree that you are personally bound by these Terms. In this case the terms "You" and "Your" mean you.

2. API Key

2.1 An application programming interface key ("API key") is, in summary, an electronic code which is unique to each user, thereby identifying the user, and which enables the user to access the API Service.

2.2 You agree to the collection and processing of your personal information by both VMG and Mashery, which shall include a description of your intended use of the API Service, in order to (i) provide you with an API Key and (ii) to keep you updated about new products and services in connection with the Portal and API Service.

2.3 VMG reserves the right to decline any request for an API key without further explanation.

2.4 You are responsible for keeping your API Key secure and you should not share it with anyone as you are accountable for any actions that person takes. If you believe that someone has used your API key without your permission, please contact us at api@virginmoneygiving.com.

2.5 You confirm that the data you provide VMG (whether via the Portal, account creation page or otherwise) including contact details is accurate and up-to-date and that you will keep the data up-to-date. If you need to make any changes to the data please do so via the "My Account" section of the Portal.

2.6 If you use an API package that passes data to VMG you are responsible for ensuring that the data you provide is complete and accurate.

3. Eligibility

3.1 We require that you are aged 13 or above to register for and to use the Portal and the API Service. However, if you are below the age of 13, you are still able to register for the Portal and the API Service, providing you have a parent or guardian to confirm your registration on your behalf.

4. License

4.1 VMG grants you a worldwide, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Portal to display the API Service on your Website(s), providing you comply with these Terms. If you wish to use the Portal and API Service for any other purpose, you must obtain VMG's prior written consent.

4.2 The Portal and the API Service are protected by intellectual property rights and other proprietary rights. All ownership and intellectual property rights in the Portal and API Service, as between you and VMG, belong exclusively to VMG. Without limiting the first part of this section 4.2, the VMG mark and the related logos are trademarks of VMG and its group companies. Except as expressly mentioned in the Terms, you are not granted any right, title, or interest in any intellectual property owned or licensed by VMG or its group companies, including (but not limited to) the Portal, the API Service or the Virgin Money group trademarks.

4.3 If you notice any infringement of your or our intellectual property rights please notify us as soon as reasonably practicable.

4.4 You can sell, transfer, assign, rent, lease or sublicense any output which you create using the Portal or the API Service. However you agree not to sell, transfer, assign, rent, lease, or sublicense VMG's code, the Portal, or the API Service to anyone.

5. Integration

5.1 The API Service includes branding for VMG and its third-party partners. You agree that you will not remove, alter or change any branding contained in the API Service. You may display VMG marks on your Website (i) through the display of the API Service in accordance with the Portal and the branding guidelines and (ii) for the purpose of disclosing that your Website has implemented the API Service in a way that does not suggest any further relationship or endorsement of your Website by VMG or the Virgin group. You agree not to display the VMG marks for any other purpose.

5.2 VMG will regularly audit your use of the API Service and the Portal, which includes auditing your use of the VMG Marks, to ensure that you are in compliance with the Terms. However if you notice any use of the VMG marks, the Portal or API Service that breaches these Terms, either by you or a third party, please notify us as soon as reasonably practicable.

5.3 VMG reserves the right to, in its sole discretion, require that you remove all VMG branding immediately from your Website if you are not in compliance with the Terms.

5.4 If you wish to alter, change or modify any user interface, feature or functionality of the API Service, other than through the API options provided by VMG, you must obtain VMG's prior written consent.

5.5 Except as provided through the Portal (and except to the extent such restrictions are expressly prohibited by applicable law), you agree not to copy, reverse engineer, decompile or disassemble VMG's code, the Portal, or the API Service, or build alternative methods to use the API Service.

5.6 You agree to keep your Portal account up-to-date which includes details of the URL where you are using the API Service. You can update this information on the "Applications" section of your "My Account" area of the Portal.

5.7 VMG may update files on its servers that will automatically change the functionality of the Portal or API Service. By accepting these Terms you are consenting to those updates.

5.8 You confirm that you will not obscure any graphical element of the API Service or otherwise interfere with the operation of the Portal or API Service.

5.9 When users interact with the Portal and API Service, VMG receives and stores certain personally non-identifiable and identifiable information as well as aggregated user information and statistics, which it uses to provide and improve its products and services and for other lawful business purposes.

5.10 VMG may share non-identification information and aggregated user information and statistics with VMG affiliates, agents, service providers and current and prospective business partners and use such information to market its products and services.

5.11 You agree that VMG has the right to (a) use your trademarks to identify you as a Portal licensee on its website and in other marketing materials and (b) display the output of your use of the Portal and/or API Key, including, without limitation, in the Portal gallery, on its website and in other marketing materials, so that the output is visible to other Portal users.

5.12 If you require help and support in relation to the integration of the API Services and the Portal into your Website(s) please feel free to contact us via e-mail by contacting api@virginmoneygiving.com. We will use reasonable endeavours to respond to your query. You can also seek help and support via the Portal developer documentation or from other Portal users via the forum.

6. Prohibited content

6.1 You are responsible for all content, services and advertising available through your Website or that you incorporate into or promote through the API Service. If your Website or any of the content, services or advertising available on your Website (or if your use of the API Service otherwise) falls within any description below you may not incorporate or use the API Service in connection with your Website:

a) Is primarily directed to children aged 13 or under or that has children aged 13 or under as a significant proportion of its users;
b) Uses the Portal in, or to develop products or services that compete with products or services offered by VMG;
c) Contains adult content, including sexually explicit content or any other content not appropriate for general audiences;
d) Offers or promotes gambling / games of chance;
e) Promotes or facilitates any illegal activity, breaches the law or the rights of any third party;
f) Constitutes, promotes or is used for the purpose of dealing in: spyware, adware, or other malware; counterfeit goods; items subject to embargo; unsolicited mass distribution of email; multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; libelous, defamatory, abusive, or otherwise offensive content; body parts/fluids; stolen products or items used for theft; fireworks, explosives, or hazardous materials; or weapons.

6.2 VMG reserves the right to terminate or suspend your access to the API Service and the Portal for any Website at its discretion, including if VMG determines that the Website is harmful to or inconsistent with VMG's reputation and goodwill.

7. Compliance obligations

7.1 If your Website collects, displays or transmits any personal information about your users, you will clearly display a privacy policy that complies with all applicable laws and regulations and that makes it clear to users what data you collect and how you use, display or share it. You will collect, disclose and use user data on your Websites, including, but not limited to, user data obtained from any user’s usage of the API Service, only in accordance with your privacy policy and all applicable laws and regulations.

7.2 VMG monitors the API Service. However we will not be responsible for any claim based on any content posted in the API Service by any user or any actions taken by any user of the API Service, including any claim that the user content violates any person's rights or is defamatory, libellous or otherwise illegal. You acknowledge that you are responsible for monitoring and controlling abusive or inappropriate behaviour in relation to the API Service in connection with your Website(s). You will regularly monitor and respond to reports of abuse, including by terminating or suspending user accounts where appropriate.

7.3 You agree to comply, and require that your users comply, with all applicable laws.

7.4 You are responsible for all information, recordings, videos, music, sound, photographs, messages or other materials ("content") that you or any of your Website users upload, store, post, publish, display or otherwise transmit or use ("post") in connection with the API Service. You agree that you will not (nor will you permit any third party) to do any of the following (without limitation):

(a) post any content that: is unlawful, harassing, tortious, defamatory, pornographic, libellous or invasive of another’s privacy; infringes any proprietary rights of any party; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; at VMG's discretion, is objectionable or which may expose VMG, its Portal users or its API Service users to any harm or liability of any kind;
(b) obtain or attempt to access any materials or information through any means not made available or provided for through the API Service; or
(c) use the API Service and Portal in any way that is not intended by VMG. VMG may investigate and take appropriate action against anyone who, in VMG's discretion, breaches these Terms, including, without limitation, deleting any offending content from the API Service, suspending or terminating the access of such persons and reporting them to the relevant authorities.

7.5 You agree not to a) use the Portal’s test environment to process live data or b) process test data in the live environment.

7.6 You acknowledge that using the API Service and Portal in no way implies VMG's endorsement of your Website(s) or its content and you agree not to suggest otherwise.

8. Security obligations

8.1 During business hours in the United Kingdom you must be contactable, through the contact details you provided when registering for the Portal, to address security questions or concerns.

8.2 You must ensure that all networks, computer and operating systems, software and other systems used to operate your Websites have appropriate security measures in place to prevent unauthorised access to or use of any user data and the API Service and Portal.

8.3 You understand that the operation of the API Service, including your (or your users') content, may be unencrypted and involve (i) transmissions over various networks; (ii) updates to comply with technical requirements of connecting networks or devices and (iii) transmission to VMG's third party vendors and partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the API Service.

8.4 You are responsible for the security, protection and backup of your content including, data retrieved using your API Key. VMG has no liability for any unauthorised access or use of any content, or any corruption, deletion, destruction or loss of any content or data retrieved using your API key.

8.5 VMG may preserve and disclose content if required to do so by law or in the reasonable belief that such preservation or disclosure is reasonably necessary to:

(a) comply with laws, regulations or government requests;
(b) enforce these Terms;
(c) respond to third party claims; or
(d) protect the rights, property, or personal safety of VMG, its users and the public.

9. Representations and warranties

You represent and warrant that:

9.1 You have the right to use, reproduce, transmit, copy, publicly display, perform, and distribute any content or data on your Website(s) or that is used or incorporated with the API Service, and that neither your Website nor any related content breach the rights of any third party, or any applicable regulation or law;

9.2 You have all necessary rights and authorisations to agree to these Terms and to use the Portal and the API Service as contemplated by these Terms; and

9.3 Your agreement and compliance with these Terms and use of the Portal and the API Service will not break any law or regulation or breach any contract.

10. Termination

10.1 Without prejudice to any other rights or remedies, VMG can terminate or suspend your use of the Portal and/or the API Service for any reason at any time. We will use reasonable endeavours to notify you prior to such termination/suspension.

10.2 You may terminate your acceptance of these Terms at any time by deleting your account via an option in the "My Account" area of the Portal and by removing the API Service from your Website.

10.3 On termination of these Terms or your access to the API Service:

(a) all rights granted by either party to the other party will terminate;
(b) you will as soon as reasonably practicable remove the API Service from your Websites; and
(c) all of your content on the API Service may be permanently deleted by VMG.

10.4 The following provisions shall remain in full force and effect following any termination of the parties' obligations under these Terms 1, 8, 11 and 12.

11. Limitation of liability

11.1 You acknowledge that you use the Portal and the API Service at your own risk. VMG is not liable for any loss or damage which you may suffer (a) through use of the Portal or API Service or (b) the Portal or API Service being unavailable to use.

11.2 Neither party shall exclude or limit their liability to the other party for death or personal injury or for any other matter which it is illegal to exclude or attempt to exclude liability.

11.3 Neither party shall be liable to the other in respect of indirect losses which shall include without limitation loss of goodwill; loss of use; loss of business opportunity; loss of business; loss of anticipated savings; loss of production; loss of reputation; and any other claim for special, consequential loss or for incidental loss of any nature.

11.4 You shall be liable to VMG in respect of all losses which arise directly from your breach of these Terms, including (but not limited to):

(a) additional operative and administrative costs and expenses;
(b) wasted expenditure or charges rendered unnecessary and incurred by VMG;
(c) any loss of, corruption to or alteration of any data;
(d) any fines or expenses from a regulator or otherwise; and
(e) loss of profit.

12. Indemnity

12.1 You shall indemnify and keep VMG and its affiliates, licensors, agents, service providers and partners indemnified against all costs, expenses, liabilities, injuries, damages, claims, demands, proceedings, expenses (including legal and other professional fees and expenses) and any other losses they incur which arise from:

(a) your breach of a third party's rights;
(b) your breach of applicable laws / regulations;
(c) your breach of these Terms, including your use or your Website's users use of the Portal or the API Service.

13. Notices

We will send all notices which are required to be sent under these Terms via the Portal.

14. Fees

We reserve the right to introduce fees for the Portal and/or the API Services in the future at our discretion. We will notify you, within a reasonable period of time, of the introduction of fees for API Services that you are already using and the Portal. You may delete your account and remove the API Service from your Website if you do not wish to continue using the API Service and the Portal.

15. General

15.1 If you authorise or assist another person or entity to take any action related to the subject matter of these Terms, you will be deemed to have taken the action yourself.

15.2 Please be aware that our website may provide access to other websites by linking to them. We are not responsible for the data policies (including data protection and cookies), content or security of these linked websites.

15.3 These Terms constitute the entire agreement between the parties relating to the subject matter of these Terms and replace all prior negotiations, representations and undertakings, whether by written or oral agreement and understandings relating to the subject matter. The parties acknowledge and agree that they have not entered into the Terms in reliance on any representation, warranty, statements, promises or undertakings which are not set out or referred to in the Terms. Nothing in these Terms attempts to exclude any liability which one party would otherwise have to the other in respect of any statements made fraudulently.

15.4 Nothing in these Terms will give rise to any relationship of agency, partnership or employment between the parties.

15.5 Except as otherwise expressly provided in these Terms there shall be no third party beneficiary to these Terms.

15.6 If any provision of these Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.

15.7 If you wish to assign, transfer, charge, sub-license or deal in any other manner with all or any of your rights or obligations under these Terms, you must first obtain VMG's written consent. VMG may at any time assign, transfer, charge, sub-license or deal in any other manner with all or any of its rights or obligations under these Terms.

15.8 Any variation to these Terms must be agreed in writing by VMG.

15.9 The rights of each party arising out of any provision or breach of these Terms shall not be waived unless in writing. Any waiver by a party to any breach of these Terms shall not be construed as a waiver of any other rights or remedies of any other or further breach.

15.10 Unless provided otherwise, rights arising under the Terms are cumulative and do not exclude rights provided by law.

15.11 All headings in these Terms are for convenience only and have no legal or contractual effect.