1. Parties & Definitions

This API Developer Agreement (the "Agreement") is entered into between FusionSys Technologies (Pty) Ltd, a company incorporated under the laws of the Republic of South Africa, trading as Surveyz ("Surveyz", "we", "our"), and the entity or individual identified as the account holder ("Customer", "you") at the time of acceptance.

For purposes of this Agreement:

• "API" means the application programming interfaces, webhooks, SDKs, and related developer resources made available by Surveyz at https://surveyz.co.za/api and any successor URL.
• "API Credentials" means API keys, signing secrets, refresh tokens, and any other credentials issued to Customer for the purpose of authenticating to the API.
• "Customer Application" means any software, system, or service that Customer integrates with the API.
• "Documentation" means the technical documentation published at surveyz.co.za/api-docs.
• "Personal Information" has the meaning given in the Protection of Personal Information Act, 2013 ("POPIA").

This Agreement is supplemental to, and does not replace, the Surveyz Terms of Service. In the event of conflict between this Agreement and the Terms of Service in respect of API access, this Agreement prevails.

2. Licence Grant

Subject to Customer's compliance with this Agreement, the Acceptable Use Policy, and the Data Processing Addendum, Surveyz grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the API solely:

• to integrate the API with Customer Applications operated by Customer or on Customer's behalf;
• for Customer's internal business purposes within the scope of the active subscription plan; and
• in accordance with the Documentation and any rate or usage limits Surveyz applies from time to time.

No rights are granted other than those expressly set out in this Agreement. All rights not expressly granted are reserved.

3. API Credentials & Security

API Credentials are confidential and uniquely identify Customer to the API. Customer agrees to:

• store API Credentials securely using secrets management tooling (e.g., environment variables, a secrets vault) and treat them with at least the same level of care as Customer's own production secrets;
• never embed API Credentials in client-side code, public repositories, mobile applications distributed to end users, build artefacts, or any other location where they may be exposed to unauthorised parties;
• rotate API Credentials immediately upon any actual or suspected compromise, and notify Surveyz at [email protected] without undue delay upon becoming aware of any actual or suspected unauthorised use of Customer's API Credentials;
• implement reasonable access controls to restrict which of Customer's systems and personnel can read or use API Credentials; and
• be solely responsible for all activity occurring under Customer's API Credentials, whether authorised by Customer or not, until such Credentials are revoked.

Surveyz may at any time revoke or rotate API Credentials where it reasonably suspects compromise, abuse, or breach of this Agreement. Surveyz will notify Customer where practicable before taking such action, but may act immediately where delay would create a security risk.

4. Permitted Use & Restrictions

Customer may use the API only as set out in section 2. Without limiting the foregoing, Customer agrees not to:

• use the API in any manner that violates the Acceptable Use Policy, applicable law, or any third-party rights;
• resell, sublicense, or distribute the API or API Credentials, or expose the API directly to end users as a standalone product, except where Customer has obtained a written reseller addendum from Surveyz;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the API or any Surveyz software, except to the extent such restriction is prohibited by applicable law;
• circumvent or attempt to circumvent any rate limits, authentication mechanism, scope restriction, or other technical limitation of the API;
• use the API to build a product that is substantially similar to, or competes with, Surveyz;
• scrape, harvest, or otherwise extract data from the API in bulk other than via documented endpoints;
• use the API to send unsolicited communications or to collect personal information without a lawful basis under POPIA or other applicable law;
• use the API to collect Special Personal Information (as defined in POPIA section 26, including health data, biometric data, racial or ethnic origin, religious beliefs, political opinions, or criminal records) without first notifying Surveyz in writing at [email protected] and obtaining confirmation that appropriate safeguards are in place; or
• use the API to collect personal information from persons under the age of 18 without verifiable parental or guardian consent and prior written notification to Surveyz.

5. Rate Limits & Fair Use

The API is subject to documented rate limits (currently 300 requests per minute for authenticated callers and 60 requests per minute for anonymous callers). Surveyz may adjust rate limits from time to time on reasonable notice. Customer agrees to:

• implement reasonable retry logic with exponential back-off in response to 429 Too Many Requests responses;
• not generate disproportionate or abusive load on the API; and
• contact Surveyz in advance where Customer reasonably anticipates load that materially exceeds documented limits.

6. Suspension & Termination

Surveyz may immediately suspend or revoke API access, in whole or in part, where Customer:

• materially breaches this Agreement or the Acceptable Use Policy;
• fails to pay any subscription or other fees when due;
• creates a security or stability risk to the API or to other customers;
• becomes the subject of insolvency, business rescue, or analogous proceedings; or
• is required to be suspended by operation of law or by an order of a competent authority.

Either party may terminate this Agreement on 30 days' written notice. Termination of the underlying Surveyz subscription automatically terminates this Agreement. On termination, Customer's API Credentials will be revoked and Customer must cease all use of the API.

Sections 7 (Customer Data), 8 (IP), 9 (Confidentiality), 10 (Warranties), 11 (Liability), 12 (Indemnification), and 14 (Governing Law) survive termination.

7. Customer Data & Privacy

To the extent Customer's use of the API involves the processing of Personal Information of data subjects, the Data Processing Addendum ("DPA") applies and is incorporated by reference. Customer acknowledges that under the DPA, Customer is the Responsible Party and Surveyz is the Operator (as those terms are defined in POPIA).

Customer is solely responsible for ensuring it has a lawful basis to collect, process, and transfer Personal Information through the API, and for providing all required notices and obtaining all required consents from data subjects in accordance with POPIA section 18.

Where Customer's use of the API involves the collection of Special Personal Information (POPIA section 26) or personal information of persons under 18, the heightened obligations set out in section 15 of the DPA apply. Surveyz reserves the right to suspend API access used for such processing until Customer has demonstrated compliance with those elevated obligations.

Customer indemnifies Surveyz against all claims, losses, penalties, and costs (including legal costs on the attorney-and-own-client scale) arising from Customer's failure to comply with its obligations as Responsible Party, including any claim by a data subject or enforcement action by the Information Regulator attributable to Customer's conduct.

8. Intellectual Property

As between the parties, Surveyz retains all right, title, and interest in and to the API, the Documentation, and all underlying software, content, and technology, including all intellectual property rights therein. Feedback, suggestions, or improvement requests submitted by Customer may be used by Surveyz without obligation or restriction.

Customer retains all right, title, and interest in and to Customer Data and Customer Applications, subject to the limited rights granted to Surveyz to operate the API.

9. Confidentiality

Each party may have access to information that is confidential to the other ("Confidential Information"), including API Credentials, signing secrets, non-public technical information, and business information clearly marked or reasonably understood to be confidential. Each party agrees to:

• protect the other's Confidential Information using at least the same degree of care it uses to protect its own (and not less than reasonable care);
• use the other's Confidential Information solely to perform under this Agreement; and
• not disclose the other's Confidential Information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those in this section.

Confidential Information does not include information that is publicly known through no fault of the receiving party, was rightfully known prior to disclosure, is rightfully obtained from a third party, or is independently developed without reference to the disclosing party's information.

10. Warranties & Disclaimers

The API is provided "as is" and "as available." To the maximum extent permitted by applicable law, Surveyz disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or course of performance. Without limitation, Surveyz does not warrant that the API will be uninterrupted, error-free, secure, or that all defects will be corrected.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, or data, even if advised of the possibility of such damages;
• each party's total aggregate liability under this Agreement, regardless of the cause of action, is limited to the greater of (a) the fees paid by Customer to Surveyz in the twelve (12) months immediately preceding the event giving rise to the liability, and (b) ZAR 5,000.

The limitations in this section do not apply to: (i) breaches of section 9 (Confidentiality); (ii) Customer's payment obligations; (iii) Customer's indemnification obligations; or (iv) liability that cannot be limited under applicable law.

12. Indemnification

Customer agrees to defend, indemnify, and hold harmless Surveyz, its affiliates, and their respective directors, officers, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer's use of the API in breach of this Agreement; (b) any Customer Application or Customer Data; (c) Customer's violation of any applicable law (including POPIA) in its use of the API; or (d) any claim by a third party that arises from any of the foregoing.

13. Changes to this Agreement

Surveyz may update this Agreement from time to time. Material changes will be communicated by email and via the Developer Portal at least thirty (30) days before they take effect. Continued use of the API after the effective date of a change constitutes acceptance of the change. Customer may terminate the Agreement at any time before the change takes effect if Customer does not agree to the change.

The current version of this Agreement is identified at the top of this page. Click-through acceptance is recorded against that version; bumping the version requires re-acceptance.

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Republic of South Africa, without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of the Western Cape, South Africa, in respect of any dispute arising out of or in connection with this Agreement, save that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

The parties will use reasonable endeavours to resolve disputes informally before commencing formal proceedings.

15. Contact

Questions about this Agreement, or notices required to be given to Surveyz under it, should be sent to:

• FusionSys Technologies (Pty) Ltd t/a Surveyz
• Legal: [email protected]
• Developer support: [email protected]
• Security incidents: [email protected]
• Privacy / POPIA: [email protected]