Overview:

Allawee owns a unique Application Programming Interface (“the API”), which provides comprehensive credit data analysis and also provides access to financial data infrastructure through the use of its API (hereafter defined).

Definitions

In this Agreement, the following words and expressions shall have the meanings assigned to them, except where the context otherwise requires:

“Agreement” means this Terms of Use between Allawee, Inc. and Platform User.

“Partner” means the developers organisation & its agents who signed up;

“Customers/Clients/User” means the customers of the Partner;

“Derivative Works” means any data, insights, compilation and/or any other Intellectual Property derived from the Customer’s data by the API through the application of data science and analytics processes, pursuant to and in accordance with relevant Customer’s consent;

“Trademark’ means the trademarks registered in the name of Allawee and such other trademarks as are used by Allawee on or in relation to the API during the term of this Agreement.

Understanding between parties

The Partner shall gain access to rich and comprehensive credit information analysis and insights.

Each Partner is unique and requires unique consumer data for their underwriting.

Allawee commits to ensure ease of integration with the Partner.

The Partner understands that Allawee is not a Credit Bureau or financial data aggregator.

License Grant

Allawee hereby grants to the Partner, including to all Partner Users, a non-exclusive, non-sub licensable, non-assignable and worldwide license to access and use the API solely for the Partner’s internal and external business operations, according to Allawee’s terms and conditions.

The Partner undertakes to pay the applicable charges, costs and expenses under this Agreement.

Registration

To integrate with the API, the Partner shall create an account ("Account") by registering with Allawee and providing true, accurate, and complete information about the Partner and its use of the API. A Partner shall be deemed by Allawee to have honestly represented its identity based on any information that it may provide for its Account.

Lawful Use

When using the API, the Partner undertakes to abide by all applicable local, state, national, and international laws and regulations. The Customer assumes sole responsibility for ensuring that its use of the API is in compliance with all laws and regulations applicable in this regard.

Suspension

Allawee reserves the right to withhold or refuse access to the API in whole or in part where it believes the API is being accessed or used in violation of this Agreement or any other agreement with Allawee and a Partner.

Allawee shall notify a Partner in writing within 24 (twenty-four) upon suspension or termination of access to the API. Allawee may immediately suspend or terminate access without notice if Allawee deems it expedient to do so or where such continued access amounts to a violation of any applicable law that exposes Allawee, its infrastructure, data, business goodwill or API to damage or disrepute.

Api Deactivation

The Partner’s Accounts shall be deactivated from the API upon a written notice by such Partner requesting that its Account be deactivated.

Allawee reserves the right to deactivate the Account if such a Partner has;

  1. Ceased using the Account for 12 (twelve) Months.
  2. Provided false or inaccurate Know Your Customer (KYC) information or incomplete registration and failed to update the registration information within 5 days after the Partner has been notified of this.
  3. Breached any obligation under this Agreement.

Where the Account has been deactivated, Allawee may still retain any information collected about such a Partner only for a period necessary to fulfil the purposes for such a period as required or permitted under applicable law.

The Account may be re-activated upon such terms as may be mutually agreed upon by both Parties.

Prohibited Use

The Partner agrees not to assist or otherwise enable any third Party to:

  1. Access or use the API for any unlawful, infringing, threatening, abusive, obscene, harassing, defamatory, deceptive, or fraudulent purpose;
  2. Collect and store end user’s sensitive information other than as required to access or use the API, as consented by the customer, as permitted by Allawee, and as permitted under applicable law;
  3. Access or use the API or access, transmit, process Data in violation of any applicable data privacy laws or in any manner that would be a breach of contract or agreement with the applicable customer;
  4. Access or use the API to infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity;
  5. Access or use the API for any purpose other than for which it is provided by Allawee, including for competitive evaluation, spying, creating a substitute or similar service to any of the API, or other nefarious purpose;
  6. Scan or test (manually or in an automated system) the vulnerability of any Allawee’s infrastructure without express prior written permission from Allawee;
  7. Breach, disable, interfere with, or otherwise circumvent any security or authentication measures or any other aspect of the API;
  8. overload, flood, or spam any part of the API;
  9. Transfer, syndicate, resell, or otherwise distribute the API without express prior written permission from Allawee;
  10. Modify, translate, or otherwise create derivative works of any part of the API;
  11. Access or use the API or end user Data in a manner that violates any applicable law, statute, or regulation.

DEVELOPER Obligations

The Partner shall never publish, sell, distribute, or share confidential Customer data; and shall maintain reasonable access controls to ensure that only authorized people have access to any Customer data;

The Partner shall promptly escalate any technical difficulty it may face in the operation of the API to Allawee and shall be liable of any damage arising from its failure to escalate such difficulty of complaint to Allawee;

The Partner shall not alter any trademarks applied to Allawee or any trademarks of Allawee permitted for the Partner’s use pursuant to this Agreement;

The Partner shall not use any of Allawee’s service marks, logos, or slogans in any manner likely to confuse, mislead, or deceive the public, or to be averse to the interest of Allawee;

The Partner shall bear full and total responsibility and liability for all actions it takes through and on the API;

The Partner shall ensure that the Information it will supply to Allawee, is reliable, true, accurate and complete in all respects and shall conform to technical requirements. The Partner shall be liable for any error or inaccuracy in any information submitted to Allawee and shall make all efforts to immediately correct and communicate same in a form acceptable to Allawee;

The Partner shall execute all documents required by Allawee to integrate with the API;

The Partner shall promptly pay the agreed fees as displayed on allawee website.

It is the responsibility of the Partner to ensure that all its employees, agents, and assigns are informed of this obligation and required steps are taken.

Mutual Obligations

Both Parties undertake to perform their obligations contained in this Agreement for their collective benefit.

Both parties undertake to store securely any customer data in their respective possession during the use of the API in locations in which it operates or licensed to be securely stored in accordance with prevailing industry standards and applicable data protection laws and regulations.

Both Parties shall use all reasonable measures to maintain confidentiality and prevent fraud.

Usage Fees, taxes and expenses

Allawee shall be entitled to fees as stipulated on website and updated as required.

Each party shall bear its own legal, other costs and expenses incurred pursuant to this Agreement.

Payment amounts do not include taxes, and the Partner shall pay all taxes applicable to payments between the Parties under this Agreement

Intellectual Property

All Intellectual Property rights of each Party (“IP Owner”) will remain the IP Owner’s property exclusively or that of its licensors. The other Party (“IP User”) shall not assert any claim to such Intellectual Property rights during the term of this Agreement, or after the termination of the Agreement, except as expressly provided in this Agreement.

The IP User shall respect the IP Owner’s Intellectual Property rights and will not infringe on such rights. The IP Owner’s Intellectual Property shall not be used by the IP User for purposes not contemplated under this Agreement or for any purpose not expressly agreed to in writing by the IP Owner.

The IP Owner may at its discretion agree to the display of its logo on the IP User’s website, payment forms and any other marketing materials for the purposes of promoting and providing the services as contemplated under this Agreement to potential customers.

All intellectual property rights in or pertaining to the Trademarks and any promotional material, point-of-sale material, brochures, sales commercial training or other literature provided by either Party shall remain the property of the Party providing it, and the other Party shall acquire no rights in the same. In a similar manner, one party shall not be permitted to use the Intellectual property of the other Party for any reason whatsoever without the prior written consent of the other Party which consent shall not be unreasonably withheld.

Ownership in Derivative Works shall vest solely in Allawee and the Partner shall not exert any authority over the same. Upon the termination of this Agreement, the Partner shall destroy any such Derivative Works on its system and shall not use the Derivative Works for any other purpose outside the performance of its obligations under this Agreement;

The Partner agrees not to modify any Intellectual Property or other proprietary materials which belong to Allawee, without Allawee’s express written approval.

The Partner acknowledges and agrees that any feedback, suggestions, comments, improvements, and ideas (collectively “Improvements”) to the API, as the Partner may provide to Allawee, may be incorporated into the said API and will be and remain the exclusive property of Allawee and may be used and exploited without limitation for any purposes which Allawee may deem fit, without obligation of any kind and without any obligation of confidentiality, attribution, accounting, compensation or other duty to account to the Partner.

Privacy and Data Protection

Each Party shall ensure compliance with the Nigeria Data Protection Regulation 2019 (NDPR) and all other applicable data protection laws and shall ensure the security and privacy of any data it holds, collects or processes by implementing necessary technical, physical and organizational measures aimed at ensuring the confidentiality, integrity and availability of any such data.

The Parties undertakes to be liable for any breach of its obligations to ensure the security and privacy of any Personal Data it holds, collects or processes.

The Partner shall guarantee the privacy of any Personal Data that it may collect or come into its possession and assures Allawee that it shall not disclose such data without obtaining the requisite consent to do so.

The Partner shall subject to applicable law ensure that it gives the right to the Customers to update or delete or transfer any such data to any third-party and shall not retain data for longer than as may be necessary for the purpose for which the data was collected.

The Parties agree that they shall be committed to the protection and security of the data of Customers and shall execute any other relevant agreement including but not limited to a Data Processing Agreement.

Upon becoming aware of any data breach under this Agreement, the Partner shall immediately notify Allawee of such breach and take reasonable steps to remedy such breach and notify the relevant regulatory authorities as required under the NDPR.

The Partner shall be prohibited from publishing, distributing, or sharing confidential end-user data or information, and must encrypt all data in storage.

Where Allawee suspects or becomes aware of any unauthorized access to any end-user data by any unauthorized person or third Party, or becomes aware of any other security breach relating to the Customer held or stored by Allawee under this Agreement or in connection with the use of the API or other services performed under this Agreement, Allawee shall reserve the right to suspend the service to the Partner until the Data Breach is stopped or averted.

With respect to end-user data, the Parties undertake to follow industry best practices but, at a minimum, shall perform the following:

  1. Maintain administrative, technical, and physical safeguards that are designed to protect the security, privacy, and confidentiality of end-user data.
  2. Use modern and industry standard cryptography when transmitting any end-user data.
  3. Maintain reasonable access controls to ensure that only authorized people have access to any end-user data.
  4. Monitor its systems for any unauthorized access. Respond to security queries and vulnerabilities within 24 hours.
  5. Plan for and respond to security vulnerabilities or incidents.
  6. Comply with relevant data protection rules and regulations with regard to the type of data the Partner is handling.