API Terms and Conditions (Australia)

Acceptance of Escrow API Terms and Conditions

This set of API Terms and Conditions (the “API T&Cs”) is an agreement you must accept before using the API, and accept by any usage of the API. This document describes both your rights and your obligations as part of using the API.

In using the API, you may be provided services including Internet-based transaction management services performed by Escrow.com and escrow services provided by Payments Australia Pty Ltd, an Australian Company, both of which may be referred to as Escrow ("Payments", “Escrow”, “Escrow.com”, “we” or “us”). Escrow only provides the Escrow API to you subject to these API T&Cs and all the terms, conditions and other legal documentation applicable in the ordinary course to transactions on Escrow.com.

By accepting these API T&Cs or by accessing or by using the API, you agree to be bound by these API T&Cs, and the Privacy Policy, General Escrow Instructions, Terms of Using the Escrow Platform, and all other applicable legal notices and any specific contracts or affiliate or other agreements, all of which are incorporated herein by reference.

If you are entering into these API T&Cs on behalf of a company or any other non-individual legal entity, you represent and warrant that you have the authority to bind that entity to these API T&Cs. In that case, the terms “you” or “your” shall also refer to any such entity. If you do not have such authority, or if you do not agree with this API T&Cs, you may not use the API.

You acknowledge that this agreement is a contract between you and Escrow, even though it is electronic and is not physically signed by you and Escrow, and it governs your use of the API, in conjunction with all other materials incorporated by reference above.
Definitions
1. API – The publicly available Escrow.com Application Programming Interface (“API”) as well as the related documentation.
2. Application – Any software application, website, or product you create or service you offer that uses the API in any way, directly or indirectly.
3. API Documentation – The documentation, data, content and information that Escrow provides regarding the use of the API.
4. Data – means all data uploaded, posted, transmitted or otherwise made available via interactions with the API.
5. Escrow.com Brand – The Escrow.com brand and brand assets, including all names, logos, trade names and trademarks.
6. Escrow.com Services – The Internet-based transaction management services performed by Escrow.com and escrow services provided by Payments Australia Pty Ltd, which acts as escrow agent in a Transaction, where the Services are intended to facilitate the completion of the underlying transaction under the terms of this agreement, the general Terms and Conditions, the Site and the applicable Transaction Escrow Instructions.
License

For so long as you are compliant with this agreement and all agreements incorporated by reference above, Escrow grants you a limited, non-exclusive, non-assignable, non-transferable license to use the API to develop, test, and support any software application, website, or product, and to integrate the API with your products or services.

Any violation of Section 4 will terminate your license to use the API.
Use of API and Escrow.com Data

You represent and warrant that you will use the API subject to the following rules: 1. You may not distribute or allow access to the API to anyone other than, if applicable, the company on whose behalf you entered into this API T&Cs. Anyone who wants to access our API must agree to be bound by this API T&Cs. 2. You may not use the API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these API T&Cs or Escrow’s other agreements to which you are subject. 3. You will not rely on the functioning or correct function of the API in the conduct of your ordinary course business. 4. You may not use the API or any other technology in a manner that accesses or uses any information beyond what Escrow.com intends to allow under these API T&Cs; that changes, breaks or circumvents any of Escrow’s technical, administrative, regulatory, process or security measures; that disrupts or degrades the performance of or that tests the vulnerability of Escrow’s systems or networks. 5. You may not transmit any viruses or other harmful code or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data. 6. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the API or any portion thereof; 7. You may not use the API to replicate or compete with the services offered by Escrow, which are primarily regulated and licensed services; 8. You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the API. 9. You will not attempt to exceed or circumvent limitations on access (via rate limit or any other method), calls and use of API, or otherwise use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these API T&Cs. 10. You consent that we may publicly refer to you, orally or in writing, as a licensee or user of the API. We may also publish your name and logo (with or without a link to your website) on our website, in press releases, and in promotional materials without additional consent.
Storage of Data
1. Where Data is cached, you should refresh the cache at least every 24 hours. This limited permission to cache is for performance reasons only.
2. All Data should be stored and served using strong encryption.
3. 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 these API T&Cs.
Your user agreement(s) and privacy obligations

Your user agreement(s) and privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of all data. You must promptly notify us of any breaches of your user agreement(s) or privacy policy that impact or may impact Escrow.com users using security@escrow.com.
Term and Termination
1. These API T&Cs will go into effect on the date upon which you agree to them, either expressly or by accessing or using the API, and will continue until terminated as set forth within this agreement.
2. You may terminate these API T&Cs by discontinuing use of our API.
3. We may change, suspend or discontinue the API at any time, and we may limit your access to the API if, in our sole discretion, if we believe such access may negatively affect our Service or our ability to provide our Service.
4. Upon termination of these API T&Cs:
  
  All rights and licenses granted to you will terminate immediately;
  
  You will promptly destroy documentation in your possession or control that was received under this API T&Cs;
  
  unless we agree otherwise in writing or as stated in this API T&Cs, you must permanently delete all Data and other information that you stored pursuant to your use of the API; and
5. The following sections of these API T&Cs shall survive any termination - 4, 6, 7, 10 and 11.
Other

You represent and warrant that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your application, website or other content, and that use of the Escrow API 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.
Disclaimer of Warranties; Limitation of Liability; Indemnity
1. Limitation of Liability - TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Escrow.com NOR ITS AFFILIATES, SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY TO USE THE SITE OR THE SERVICES.
2. Termination of Services - Escrow.com may suspend or terminate your use of the Services at any time, without notice for any reason, in Escrow.com's sole discretion. Except as warranted by risk to the security, privacy or integrity of the Services, Escrow.com will attempt to provide you with prior notice of the suspension or termination of the Services by sending you an email, but Escrow.com is not obligated to do so. You shall remain liable for all Transactions you initiate through the Services prior to such termination, and the performance of your obligations, including but not limited to, the delivery of the items and the payment of all amounts you owe prior to termination or discontinuation of your use of the Services. You agree to pay all costs and expenses (including reasonable attorneys' fees) that Escrow.com may incur in order to (a) collect any amounts you owe under this Agreement, the General Escrow Instructions, or the Transaction Escrow Instructions or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in the General Escrow Instructions.
3. Non-Transferability of the Services - You may not assign this Agreement or the Escrow Instructions to any other person or entity. Your right to use the Services shall not be sold or transferred to any other person or entity without the prior written consent of Escrow.com. Escrow.com may assign this Agreement upon notice to you. Any assignment or transfer in violation of this provision shall be null and void.
4. Modifications - Escrow.com reserves the right to change this Agreement, or any portion of it, at any time, without prior notice, provided that no such change will apply to a Transaction once the Users to such Transaction have agreed to the Transaction Escrow Instructions. You understand that the most recent version of this Agreement will be located on the Site.
5. Notices - Notices from Escrow.com to you will be given by e-mail, or by general posting on the Site. You may contact Escrow.com by filling out the customer support form or such other email address as Escrow.com posts as its address for notice on the Site in the most recent version of the Terms of Using the Escrow Platform
6. Indemnification - You agree to indemnify and hold Escrow.com, Escrow.com affiliates and their respective officers, directors, shareholders, employees and assigns, harmless from any claim, demand, expense or damage, including reasonable attorneys' fees and court costs, arising from or relating to your use of the Services or any violation of this Agreement, the rules contained on the Site or the Transaction Escrow Instructions, including, without limitation, payment of Escrow.com fees and any charge backs from a card organization or reversal or nonpayment of any credit or debit entry.
Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to, this Agreement or to the Underlying Transaction, or breach of any of them, you agree to resolve such dispute in the manner set forth in the General Escrow Instructions. This Agreement shall be governed by the laws of New South Wales, Australia. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of the General Escrow Instructions. This Agreement in conjunction with the General Escrow Instructions and rules contained on the Site constitutes the entire agreement between Escrow.com and you relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter. If there is a conflict between the terms and conditions of this Agreement, the rules contained on the Site, and/or the General Escrow Instructions, then the conflicting terms set forth in the General Escrow Instructions shall control first, these Terms of Using the Escrow Platform shall control second and the rules contained on the Site shall control third. The General Escrow Instructions are incorporated herein by this reference.

Escrow.com's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Escrow.com in writing. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.
Assignment

Escrow.com may assign this Agreement to any current or future affiliated company and to any successor in interest. Escrow.com also may delegate certain of Escrow.com rights and responsibilities under the Agreement to independent contractors or other third parties.

Revised December 12th, 2018