Wisenet API Terms of Service

1. Acceptance of Terms

This Wisenet API Terms of Service document (the “API TOS”) is an agreement you must accept in order to use the Wisenet API (as described below). This document describes both your rights and your obligations as part of using the Wisenet API. It is important that you read it carefully because you will be legally bound to these terms. Wisenet Information Systems Pty Ltd (“Wisenet” “we” “us”) only provides the Wisenet API to you subject to this API TOS. By accepting this API TOS or by accessing or using the Wisenet API, you agree to be bound by this API TOS (including the Privacy Policy, Brand Guidelines, and general Terms of Service, which are incorporated here by reference).

If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the Wisenet API. You acknowledge that this API TOS is a contract between you and Wisenet, even though it is electronic and is not physically signed by you and Wisenet, and it governs your use of the Wisenet API.

These Terms were last updated on 17 December 2018

2.1 Application – Any software application, website, or product you create or service you offer using the Wisenet API (defined below).


2.2 API Documentation – The documentation, data and information that Wisenet provides regarding the use of the Wisenet API through the Developer Site.


2.3 Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.


2.4 Developer Site – Wisenet’s Developer site found at: https://learn.wisenet.co/api-developer-resources/


2.5 Wisenet API or “our API” – The publicly available Wisenet Application Programming Interface (“API”) as well as the related API Documentation.


2.6 Wisenet Brand – The Wisenet brand and brand assets, including names, logos, trade names and trademarks.


2.7 Wisenet Service(s) – Wisenet’s real-time communication, messaging, archiving and search services and related systems and technologies, as well as the website https://www.wisenet.co (the “Site”), and all software, applications, data, reports, text, images, and other content made available by or on behalf of Wisenet through any of the foregoing. The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Wisenet designates them as “official integrations”.

As long as you follow this API TOS, Wisenet grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the Wisenet APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.11 below, and you agree that violation of Section 4 will automatically terminate your license to use the Wisenet APIs.

4.1 You are responsible for your own conduct, and the conduct of any third party accessing the Wisenet API (API) on your behalf, while using the API and for any consequences thereof. You will use the API only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines provided by Wisenet, as they may be amended from time to time. In addition to the other restrictions contained herein, you agree that when using the API, you will not do the following, attempt to do the following, or permit your end users or other third parties to do the following:

4.1.1 Disparage Wisenet or knowingly tarnish the name, reputation, image or goodwill of Wisenet in connection with your Application or use of the API;

4.1.2 Modify, obscure, circumvent, or disable any element of the API or its access control features;

4.1.3 Extract, provide or otherwise use data elements from the Wisenet Data to enhance the data files of third parties;

4.1.4 Use the API in a product or service that competes with products or services offered by Wisenet, including the Service;

4.1.5 Attempt to circumvent any security measures or technical limitations of the API or the Service;

4.1.6 Use the API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to the intellectual property rights or rights of privacy of such person, or to engage in activities that would violate any fiduciary relationship, any applicable local, state, federal, or international law, or any regulations having the force of law, or which otherwise may be harmful, in Wisenet’s sole discretion, to Wisenet, its providers, or Subscribers or end users of the Service;

4.1.7 Sell, lease, or sublicense the API or access thereto;

4.1.8 Distribute or allow access to the Wisenet APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS;

4.1.9 Use the API in a manner that detrimentally affects the stability of Wisenet’s servers or the behavior of other applications using the API;

4.1.10 Create or disclose metrics about, or perform any statistical analysis of, the API or the Service;

4.1.11 Use the API on behalf of any third party;

4.1.12 Make API calls exceeding a reasonable amount per day, as determined in Wisenet’s sole discretion and in accordance with this Agreement;
Crawl, screen scrape or data mine Wisenet Content or Wisenet Data;

4.1.13 Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about Subscribers or users of the Service for any unauthorised purpose;

4.1.14 Use the API to aggregate, consolidate or otherwise arrange, display or make available Wisenet Content or Wisenet Data in combination with any third party or any Wisenet competitors’ content or data, for any commercial purpose or in any manner that Wisenet determines could diminish the value or integrity of its business or brand;

4.1.14 Use the API in an Application containing any of the following content: adult content; pyramid schemes, chain letters or disruptive commercial messages or advertisements; infringing, or obscene content; content promoting or instructing about illegal activities or promoting physical harm or injury against any group or individual; content infringing any patent, trademark, copyright, trade secret or other proprietary right of any party; content defaming, abusing, harassing, stalking, threatening or violating any rights of privacy and/or publicity; content disparaging of Wisenet or its licensors, licensees, affiliates, or partners; or anything other inappropriate or unlawful content;

4.1.15 Use the Wisenet APIs in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation;

4.1.16 Transmit any viruses, worms, defects, Trojan horses, or other disabling code, via the API or otherwise, to Service or the computers or networks used by Wisenet, users or Subscribers of the Service or any other third parties;

4.1.17 Access Wisenet Data without the authorisation of the Wisenet Subscriber or use Wisenet Data in any way beyond the purpose for which the Subscriber provided you access under the agreement between you and the Subscriber. For the avoidance of doubt, this restriction is in addition to any other restrictions you agreed to with any applicable Subscriber to the Service; or

4.1.18 Cache (in excess of 24 hours), collect, compile, store, transfer or utilise Wisenet Data or any other data derived from Wisenet, the Service or Wisenet's computer system(s) or database(s), including but not limited to cardholder data, customer addresses, passwords or any other identifying information about any end user;


4.2 Reliance on APIs
4.2.1 Wisenet is continually evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will provide notice of these changes via email communication or in-app alerts, but you should also periodically check our API Developer Resources Page (https://learn.wisenet.co/api-developer-resources/) for updates.

4.2.2 Parts of the Wisenet APIs may be undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviours.


4.8 Advertising
4.8.1
You may place advertisements on and around your Application. However, you may not:
i. Place any advertisements within Wisenet Service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being a Wisenet Service message;
ii. Use Data or any content from Wisenet in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
iii. Use contact information obtained from Wisenet (including email addresses) to contact Wisenet users outside of Wisenet without their express permission.

You must not use the Wisenet Brand in a way that suggests your service is endorsed by, sponsored by, or associated with Wisenet.

6.1 Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.


6.2 Secure Storage Measures. All Data should be stored and served using strong encryption.


6.3 Delete at User Request. You must delete all Data you have collected from a Wisenet user upon request by that user, and when the Wisenet user deauthorizes your Application or closes his or her account with you. Similarly, when a team stops using your Application, you should delete all Data obtained from that team. The restrictions of this Section do not apply to Data that Wisenet users also provide directly to you and that is separately entered or uploaded to you by the user of your Application.


6.4 Deletion at Termination. If we terminate your use of the Wisenet APIs for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the Wisenet APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does not require a Wisenet user to delete Data stored in Wisenet if the Wisenet user is prohibited from accessing the Wisenet API.


6.5 No Other Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this API TOS.

If you offer your Application for use by others outside your organisation, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Wisenet users. Your privacy policy must be at least as stringent and user-friendly as ours.

8.1 Protections. The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.

8.2 Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to Wisenet in writing via email to info@wisenet.co or subsequent contact information posted on the Developer Site. This includes any unauthorised access, use, disclosure or destruction of Data. You will work with Wisenet to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, Wisenet APIs or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Wisenet in each instance.

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) Wisenet APIs, Documentation, and all elements and components thereof; (2) Data; (3) Wisenet Services; and (4) Brand Features (collectively, the “Wisenet Materials”). The only exception to this is Data that you as a Wisenet user have licensed to Wisenet under the Wisenet Terms of Use, which governs that Data. Except for the express licenses granted in this API TOS, Wisenet does not grant you any right, title, or interest in the Wisenet Materials. You agree to take such actions as Wisenet may reasonably request to perfect Wisenet’s rights to the Wisenet Materials.

10.1 Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the Wisenet API, and will continue until terminated as set forth herein.


10.2 Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs.


10.3 Suspension; Termination. We may change, suspend or discontinue the Wisenet API and suspend or terminate your use of the Wisenet API, the Wisenet Service, and/or Wisenet Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application's access to the Wisenet API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.


10.4 Effect of Termination. Upon termination of this API TOS:
i. All rights and licenses granted to you will terminate immediately;
ii. You will promptly destroy Documentation and any other Wisenet information in your possession or control that was received under this API TOS;
iii. Unless we agree otherwise in writing or as stated in this API TOS, you must permanently delete all Data and other information that you stored pursuant to your use of the Wisenet APIs. Wisenet may request that you certify in writing your compliance with this section; and
iv. Wisenet will make commercially reasonable efforts to remove all references and links to your Application from its Services (Wisenet has no other obligation to delete copies of, references to, or links to your Application).


10.5 The following sections of this API TOS shall survive any termination, Sections 4 (“Use of the APIs and Wisenet Data”), 5 (“Use of Wisenet Brand or Marks”), 6.3 (“Delete at User Request”), 6.4 (“Deletion at Termination”), 7 (“Your User Agreement and Privacy Policy”), 8 (“Security Measures”), 9 (“Ownership”), 10 (“Term and Termination”), 11 (“Other Important Terms”), 12 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 13 (“Dispute Resolution”) and 14 (“General Legal Terms”).

11.1 Legal Representations. You represent and warrant to Wisenet that, excluding Wisenet Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by Wisenet and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.


11.2 Modification of the API TOS. We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material change to this API TOs, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Wisenet API. If any change in unacceptable to you, then your only recourse is to cease all use of the Wisenet API. Your continued access or use of the Wisenet API will mean that you agree to the updates and modifications.


11.3 Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
Wisenet Terms of Use
Wisenet Privacy Statement
Wisenet End-User Terms of Use


In the event of any conflict between the content in this document and the above documents, this document controls your use of the Wisenet APIs.

12.1 NO WARRANTIES. THE WISENET API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WISENET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WISENET DOES NOT WARRANT THAT THE WISENET API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WISENET API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM WISENET OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.

12.2 LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WISENET BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) AUSTRALIAN DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, WISENET’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12.3 INDEMNITY. You agree to defend, hold harmless and indemnify Wisenet, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, Wisenet API or Data, use of Wisenet Brand, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.

This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Victoria, Australia, regardless of your country of origin or where you access the Wisenet Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Wisenet agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in Melbourne Australia. You and Wisenet agree to submit to the personal jurisdiction of the courts located within Melbourne Australia or the State of Victoria, Australia, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Wisenet shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.1 Severability. If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.


14.2 Language. Where Wisenet has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.


14.3 Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or Wisenet Service account. Wisenet accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.


14.4 Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Wisenet regarding the Wisenet APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS.


14.5 No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOs by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Wisenet affiliate shall be deemed legally binding on any Wisenet affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Wisenet.


14.6 Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Wisenet Service or any Wisenet APIs, or other material used or displayed through the Wisenet Developer Site or Wisenet Service.


14.7 Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOS Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Wisenet Information Systems Pty Ltd for any third party that assumes our rights and obligations under this API TOS Agreement.


14.8 Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside Australia.


14.9 How to Contact Us. If you have questions or comments about this API TOS Agreement, or wish to make use of our Wisenet API in any way not permitted by this API TOS Agreement, please contact us via email at info@wisenet.co or by physical mail at:
Wisenet Information Systems Pty Ltd
Level 9, 21 Victoria Street
Melbourne Victoria 3000
Australia