Social Media APIs are designed to empower organisations to integrate Social Media Services into their applications, enabling them to access and leverage the Portal’s capabilities programmatically.
The API Licence, when applicable, forms an integral part of the Terms of Service or Agreement (“Commercial Agreement”) signed between the Customer and Social Media for the provision of API Services.
The API Licence contains all the terms that will govern the relationship between the organisation for whom you have authority (“You”; “Your”; “Developer”; “Customer”) and Social Media Consulting Limited (“Social Media”; “Us”; “We”; “Our”) for use of certain of Social Media Application Programming Interfaces (“APIs”) to enable interoperability between Social Media’s Services and the Developer’s own software.
The API Licence is communicated to the Customer prior to API registration and, by clicking on the acknowledgment and agreement dedicated tick box on the API registration page, the Customer electronically acknowledges, accepts, and signs the API Licence which thereafter is incorporated within the Commercial Agreement and forms part of the Commercial Agreement. A copy of the API Licence can be found on the Site (https://sp-index.com/).
The Customer agrees that the Customer’s electronic acceptance of the API Licence shall have the same force and effect as if the Customer had agreed to the API Licence otherwise; and Customer guarantees that the individual person acknowledging and accepting this API Licence (“Key API Licence Contact”) has the powers to bind the Customer to this API Licence.
The API Licence can be found at any time on Social Media’s Site (https://sp-index.com/). The version of the API Licence applicable to the Customer are those applicable on the day of acceptance, and as modified in accordance with the below API Licence.
1. API Services, Documentation, Authentication, Set Up, Amendment
1.1. During the term of this API Licence, the Developer may use the APIs to provide capabilities or integrations that leverage one or more of the Social Media Services available on Social Media’s Portal (the “API Service” or “API Services”), subject to the terms and conditions set out in this API Licence.
1.2. Social Media may make available to the Developer the Social Media API and any corresponding reference materials (including API documentation, wrapper libraries, sample code and API updates and changes) collectively (the “Documentation”). The Documentation may be amended or revised by Social Media at any time for use for such purposes during the term of this API Licence.
1.3. Secure interaction with the Portal is supported by various authentication methods. Social Media APIs require authentication using API keys, OAuth tokens, or other specified methods. The Customer is to refer to the Documentation for authentication details, as provided by Social Media.
1.4. Social Media will use all reasonable endeavours to meet any delivery and/or other dates it has given to the Customer. In the event of any material delay, Social Media will inform the Customer thereof as soon as reasonably practicable. In the event that the Customer needs to postpone agreed project plan date(s), for any reason other than the fault of Social Media, then the agreed payment profile shall continue to apply in relation to the previously agreed projected dates. Social Media shall always use reasonable endeavours to provide the Customer with an alternative method of receiving API Services in the event the API is unavailable, including the use of the standard Site features, functions and user access.
1.5. This API Licence may be updated from time to time by Social Media with 30 days’ notice to the Customer. The latest version of the API Licence is always available on the Site. By continuing to access or use Social Media’s Services or API Services, the Customer agrees to be bound by the latest version of the API Licence.
1.6. Social Media may make changes to the API and Documentation at any time and for any reason. You can access the updated API and any corresponding updates to related documentation as provided by Social Media. If any change We make is not acceptable to You, You must cease any further use of Our API with immediate effect. The Customer’s continued use of Our API means that You accept the change to Our API.
2. Licence, Documentation, Feedback
2.1. Subject to the provisions of the API Licence, Social Media grants to the Customer a revocable, non-exclusive, non-transferable Licence to use the API Service for the sole purpose of enabling interoperability between systems and accessing the API Services programmatically. No other Licences to use Social Media’s trademark without written permission from Social Media is granted.
2.2. Detailed documentation for each API is provided by Social Media. The Developer shall implement the APIs in accordance with the Social Media API Documentation. Social Media grants a non-exclusive, royalty-free, revocable Licence, under Social Media copyrights, to use the API Documentation to enable interoperability between Your software application and Social Media’s Portal.
2.3. The Customer hereby grants to Social Media a non-exclusive, royalty-free, irrevocable, perpetual Licence (i) to use any ideas that Social Media learns from observing use of API Services or any feedback provided by Customer and (ii) to use name and logo for the purpose of disclosing that Customer is providing Social Media Services using the APIs and for promotion of the availability of the APIs.
3. Fees
3.1. API fees for standard API implementations in relation to the performance of the Commercial Agreement for use of Social Media’s API Services are included in the price of Social Media’s Services.
3.2. In addition, a temporary, free of charge test environment (“Temporary Environment”) is available during the API implementation project and for four (4) weeks after the API is made available (“Bedding-in Period”).
3.3. After the Bedding-in Period, access to a dedicated test environment Basic, Mid-Range, Premium (“Dedicated Test Environment”) can be made available to the Customer upon request for the purpose of iteration testing and will incur the following fees depending on factors such as the complexity of the API, the level of resources required, the hosting infrastructure, and the duration of access:
3.3.1. Set-up fee: Applies to all categories of Dedicated Test Environment £510 (excluding taxes)
3.3.2. Basic Environment: £85 (excluding taxes) per month. This includes light resources (data storage, transfer, support) and is suitable for simple testing or smaller ongoing projects.
3.3.3. Mid-Range Environment: £110 (excluding taxes) per month. Includes additional resources, scalability options, and support. Suitable for moderate to high-traffic testing and development.
3.3.4. Premium Environment: £250 (excluding taxes) per month. Suitable for large-scale projects, complex API testing, high resource and support requirements.
3.4. One-Time, Project-Based, Customisation. This offers a one-time fee or a fixed fee for a specific testing project rather than a recurring subscription to be agreed in writing between Social Media and the Customer. Such a fee will be communicated in a specific order form.
3.5. Additional fees may be agreed upon between the parties and charged for specific customisation requirements.
3.6. Notwithstanding any fixed agreed charges or the absence thereof, Social Media reserves the right to charge for any amendment to the API that is necessary as a result of a legislative change.
3.7. All fees shall be non-refundable, and payable in GBP. Such fees shall be payable within fifteen (15) days from the date on the applicable invoice unless otherwise agreed in writing by Social Media. The Customer shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type assessed against Social Media.
3.8. Social Media may disable API or Platform access in the event of a failure to pay until such time as any outstanding sums are paid in full.
4. Support
4.1. This API Licence does not entitle the Customer to any support for the API, unless the Customer makes separate arrangements with Social Media for such support. The Customer, if it wishes to use the API, is solely responsible for developing its software in accordance with Social Media’s API Licence and Documentation. The Customer acknowledges and agrees that Social Media has no obligation to provide support or technical assistance to the users of the API Service and Customer shall not represent to any such users that Social Media is available to provide such support.
4.2. Social Media, at its discretion, may support its Customer through the planning and definition stage, accessing the necessary credentials, testing (including test scenarios) and the post go live after care.
4.3. If a Customer encounters any issues, has questions, or needs assistance, the Customer can contact Social Media’s developer support team at support@sp-index.com or raise a support ticket directly through Social Media’s Decorum application.
4.4. Social Media shall provide the Customer with technical advice on the use of the API by telephone or electronic mail or any other means as may be introduced by Social Media during working days.
4.5. Support provided by Social Media shall not include services in respect of:
4.5.1. incorrect or improper use of the API, the Portal, API Services; or
4.5.2. operational error; and
4.5.3. loss or damage to any data caused by the Customer.
4.6. In relation to the provision of such support, the Customer shall report suspected errors promptly to Social Media and co-operate in efforts to provide a remedy including making skilled staff and necessary facilities (such as, but not limited to, online or telecommunications facilities) available to Social Media free of charge.
5. Restrictions, Fair Use Requirements
5.1. Except as expressly provided herein, the Customer has no other right to install, integrate, use, reproduce, sublicence or distribute Social Media APIs.
5.2. The Developer shall not: (i) modify, reverse engineer, decompile, or otherwise alter or attempt to gain access to the APIs or the Social Media Services in a manner not in accordance with this API Licence and the Commercial Agreement, (ii) use or enable its customers to use the APIs for the purposes of testing or comparison of Social Media Services or for any purpose competitive with Social Media Services, or (iii) perform bulk operations with APIs that are designed for single contact operations.
5.3. The Customer agrees to and acknowledges the following Licence restrictions: (i) no right to commercially exploit, distribute, or use the Social Media APIs is granted under this API Licence; (ii) in no event will You make available the Social Media APIs in source code form to an end user or any other third party; (iii) none of the following rights are granted with respect to the Social Media APIs: the right to distribute, publicly display, or to create derivatives; and (iv) the Social Media APIs shall not be used to access a service other than the Social Media Services.
5.4. The Customer agrees to protect the security and confidentiality of any credentials disclosed by Social Media.
5.5. While using the API Services, the Customer must:
5.5.1. Use the API in a manner that does not disproportionately strain Social Media resources, impair the performance of Social Media Services, or negatively impact other API Customers/users;
5.5.2. Not make excessive or abusive use of the API, including but not limited to making excessive requests within a short timeframe, causing service disruptions, or consuming excessive bandwidth or storage;
5.5.3. Use the API in compliance with all Applicable Laws, regulations, and third-party rights, including privacy laws, copyright laws, and intellectual property rights;
5.5.4. Not engage in any activities that infringe upon the rights of others or violate any legal requirements;
5.5.5. Ensure user privacy and data security in compliance with data protection laws and regulations and the Commercial Agreement;
5.5.6. Not misrepresent their application’s affiliation with Social Media or use Social Media trademarks, logos, or branding without authorisation;
5.5.7. Notify Social Media immediately in writing if the Customer becomes aware of any unauthorised use of the whole or any part of the Site or API by any person or entity;
5.5.8. Not use the API for any malicious, fraudulent, or harmful purposes, including but not limited to hacking, spamming, or distributing malware.
5.6. Social Media may impose rate limits on API requests to ensure fair usage and to maintain the quality of service. These rate limits may vary depending on the type of user, subscription level, or the specific API endpoint. It is the Customer’s responsibility to review and adhere to the rate limits specified in Social Media API documentation.
6. Indemnification, Limitation of Liability, Disclaimer
6.1. The Customer shall defend, indemnify, and hold Social Media and its underlying business partners, officers, directors, employees harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable solicitors’ fees) incurred by Social Media as a result of any third party claim against Social Media resulting from or relating to the Customer’s use of the API; the Customer’s unlawful use or distribution of Social Media API Services, the Customer ’s breach of the API Licence, the Commercial Agreement, Terms of Use of the Portal/Website; or the infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right of any third party.
6.2. Except with respect to death or personal injury due to the negligence of Social Media, to the maximum extent permitted by Applicable Law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall Social Media or any of its underlying service providers, officers, directors, employees be liable to the Developer or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance, or consequential damages, even if Social Media shall have been informed of the possibility of such damages, or for any claim by any other party, and regardless of the form of action (whether in contract, tor – including negligence – product liability or otherwise), the maximum aggregate liability of Social Media to the Developer arising in connection with this API Licence shall be limited to GBP 100. The Customer agrees that Social Media has made the APIs available and entered into this API Licence in reliance upon the disclaimers of warranty and limitation of liability set forth herein, that they reflect an allocation of risk between the parties and that they form an essential basis of the bargain between the parties.
6.3. The Customer expressly agrees that the APIs and the Social Media APIs Services and Services are provided on an “as is” and “as available” basis. Use of the APIs, API Services or the Social Media Services and any reliance by the Developer upon the APIs or the Social Media Services, including any action taken by Developer because of such use or reliance, is at Developer’s sole risk. Social Media does not warrant that the use of the APIs or the Social Media Services will be uninterrupted or error free, nor does Social Media make any warranty as to the results that may be obtained from use of the same. Social Media disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement. No statement or information, whether oral or written, obtained from Social Media in any means or fashion shall create any warranty not expressly and explicitly set forth in this API Licence. Social Media may modify or terminate or restrict access to the APIs at any time without notice. Social Media shall have no liability of any nature whatsoever for Developer’s compliance with or breach of any Licence or terms and conditions of any third parties or third-party services.
7. Audit
7.1. At any time during the term of the API Licence, Social Media may, without additional charge, upon reasonable notice and during business hours, audit use of the API and the Customer’s compliance with the applicable obligations in these API Terms. Parties shall bear their own costs for engaging in this process and the auditors shall protect the confidentiality of Customer’s information and abide by Customer’s reasonable security regulations. If the use of the Service is found to be greater than that for which the Customer is Licenced, the Customer shall be liable to pay any additional amounts due based upon the charges agreed between the Customer and Social Media.
8. Termination, Violation
8.1. The API Licence will continue until Social Media terminates Your use, which Social Media may terminate at any time for any reason and without notice, or if the Customer stops using the API or the Social Media Services.
8.2. If the API Licence terminates for any reason, the Customer must promptly and permanently delete and destroy all copies of Our API and API data in Your possession or control. Your obligations relating to our API, the API data, data protection, security and confidentiality and the indemnities and Licence granted by You and the limitations and exclusions of liability set out in the API Licence or the Commercial Agreement will continue even after any licences or the API Licence have otherwise ended for any reason.
8.3. Violation of these aforementioned terms may result in the suspension or termination of Customer API access, and Social Media reserves the right to take appropriate legal action. Social Media will make reasonable efforts to notify the Customer of any violation and provide an opportunity for the Customer to rectify it within a reasonable time. However, Social Media may take immediate action if Social Media believes the Customer’s action(s) pose a significant risk to Social Media Services or users.
9. Contact details
9.1. If the Customer has questions, concerns, or wish to report a violation of these terms, please contact Social Media at legal@sp-index.com.
