Palace API Terms of Use – Welcome, MRI Palace Support Centre

The Application Programming Interface (API) Terms of Use set out our, and your, rights and obligations in relation to your use of the Palace API. Please read these API Terms of Use carefully. By using the Palace API, you:

agree to follow and be bound by these API Terms of Use; and
confirm that you have the authority to bind your organisation to these API Terms of Use without the need to obtain the consent of any other person or body.

If you do not agree to any or all the API Terms of Use, or you do not have the requisite authority to bind your organisation to these API Terms of Use, you must not use the Palace API.

We may vary these API Terms of Use at any time. Any such variation will be effective upon the posting of modified terms on the Palace Website or as otherwise notified to you in writing (including by email). It is your responsibility to ensure that you have read, understood and agreed to the most recent API Terms of Use made available to you.

These API Terms of Use were last updated on 15 June 2020.

Palace API licence
1. Palace licence: Subject to these API Terms of Use and any Specific Terms, Palace grants to the Partner, for the term of the Agreement, a non-exclusive, non-transferable, non-sublicensable and revocable licence to:
  1. access and use the Palace API; and
  2. retrieve and use the Palace Data,
    solely for the Approved Purposes.
2. Modification or discontinuance of the Palace APIs: Palace may, at any time and in its sole discretion:
  1. modify, replace, or release subsequent versions of, any Palace API (and Partner’s use of such modified, replaced or upgraded Palace API will be deemed Partner’s acceptance of that API);
  2. change, suspend, discontinue or restrict access to any aspect of the Palace APIs or Palace Services at any time by giving the Partner at least 3 Business Days’ prior notice;
  3. temporarily suspend or permanently revoke the Partner’s access to the Palace APIs immediately upon written notice to the Partner where:
    1. the Partner breaches a term of the Agreement;
    2. Palace reasonably believes that the Partner is using the Palace APIs for reasons other than an Approved Purpose; or
    3. the Partner and/or the Partner Systems fail to operate in the manner reasonably expected by Palace (as determined by Palace in its sole discretion),
      
      and Palace shall not be liable in any way to the Partner (including for any adverse effects of such action on the Partner System or Partner Services) as a result of its exercise of any or all of the powers specified in this clause 1.2.
3. Fees: The Partner will pay the Palace API Fees (if any) for the use of the relevant Palace API. Palace may vary any of the Palace API Fees by giving the Partner at least 30 days prior written notice.
Partner Licence
1. Limited licence: The Partner grants to Palace a non-exclusive, transferable, sublicensable, worldwide, royalty-free and fully paid-up licence to use the Partner’s name(s) and associated logos and marks:
  1. to enable Palace to exercise its rights and perform its obligations under the Agreement; and
  2. to market and promote the Palace Services as well as the Partner Services that utilise or interact with the Palace API or Palace Services.
Use of the Palace API
1. Restrictions: The Partner will not (whether for the Approved Purposes or otherwise,) and will ensure that users of the Partner Services do not:
  1. distribute, publish, or allow access or linking to the Palace APIs from any location or source other than the Partner Systems;
  2. distribute, disseminate, sell, reproduce or otherwise provide or allow access to the API Credentials to any person other than an authorised employee or representative of the Partner who has a need to know those API Credentials for the sole purpose of allowing the Partner to access and use the Palace API;
  3. use, distribute, copy, reproduce, modify, reverse engineer or decompile the Palace API, Palace Services or Palace Data in any manner not expressly permitted by the Agreement;
  4. do anything in connection with the Agreement, including using the Palace API, Palace Services or Palace Data, in any manner or for any purpose that violates any law or regulation, or any right of any person, including Intellectual Property Rights or rights of privacy;
  5. use any of Palace’s Intellectual Property Rights, including any branding, trademarks or logos, or the names of the Palace Services other than as expressly provided in the Agreement or with the prior written consent of Palace;
  6. do anything to incur any liability on Palace, harm the reputation of Palace or otherwise bring Palace’s brand into disrepute, or cause Palace to lose the services of any of its suppliers or the business of any other partner of Palace or user of the Palace Services (including engaging in any deceptive, misleading or unethical practices or publishing or permitting to be published any false, misleading or deceptive advertising material or other representations regarding the Partner, Palace, the Partner Services or the Palace Services);
  7. replicate, in whole or in part, the “look and feel” of the Palace Services or use the Palace API or Palace Data to develop or create any competing or analogous product or service to the Palace Services;
  8. use the Palace APIs or Palace Data in any manner that:
    1. adversely impacts the function or stability of the Palace Systems or the behaviour of other applications using the Palace API; or
    2. undermines the security of the Palace APIs, the Palace Systems or the Palace Data or any other data or information stored or transmitted using the Palace Services;
  9. defeat, avoid, bypass, remove, deactivate or otherwise circumvent (or attempt to do any of those things) any technological measures that prevent outside access to Palace Systems;
  10. collect or use the information, including Personal Information, of any user of the Palace Services other than as expressly permitted under the Agreement;
  11. data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Palace Data for any purpose;
  12. use Palace Data for any data analytics other than as expressly permitted under the Agreement; or
  13. except as otherwise provided for in the Agreement, make any public statement about the Agreement or the Palace Systems, Palace API or Palace Date without Palace’s prior written consent.
2. Generated data: To the extent that the Partner is permitted to generate, and does generate, its own information or data through or related to its use of the Palace APIs or Palace Data (the Generated Data) the Partner will advise Palace of any such Generated Data and, if required by Palace, provide Palace with a copy of, and permit Palace to use, the Generated Data for any purpose consistent with the Agreement (including to ensure Partner’s compliance with the Agreement).
3. End-user licence terms: Where any user of the Partner Services is required to agree to end-user licence terms in relation to the use of those Partner Services, the Partner will ensure that those end-user licence terms are consistent with the terms of the Agreement.
4. Restrictions on API calls: The Partner acknowledges and agrees that Palace may, by notice in writing to the Partner, limit the number of calls to the Palace Systems (using the Palace API) that the Partner will be permitted to make during any given period (including by throttling or other mechanisms). Palace will determine, at its sole discretion, call limits based on any factors it considers relevant, including how the Partner Services are used or the anticipated volume of use associated with the Partner Services, and Partner agrees not to exceed any specified limits. Palace may at its discretion (and without limiting its other rights and remedies) monitor the usage of a Palace API from time to time and may impose reasonable charges (in addition to the Palace API Fees) for API calls that exceed the call limits determined by Palace, and/or suspend the Partner’s access to the Palace APIs until any breach of such call limits is resolved to Palace’ satisfaction.
5. Security: The Partner must comply with any reasonable security policies or guidelines notified by Palace from time to time. The Partner will also:
  1. notify Palace immediately after becoming aware of any event resulting in:
    1. the Palace Systems becoming impaired;
    2. the unauthorised or accidental loss, corruption, use or disclosure of, or access or damage to, Palace Data or Palace Systems (or the risk of any such loss, corruption, access, damage, use or disclosure occurring); or
    3. a breach of security regarding the Palace APIs; and
  2. promptly comply (at its own cost) with all reasonable directions and instructions given by Palace, and take such actions and steps as Palace may specify, in connection with the detection, prevention or mitigation of any event described in clause 3.5(a) and any investigation into its causes.
6. Maintenance: Palace may, at its sole discretion and without limiting its other rights and remedies, suspend the Partner’s access to the Palace APIs and Palace Data at any time in order to carry out (or to permit any relevant third parties to carry out) scheduled or emergency maintenance in relation to the Palace Systems or Palace API. Palace will use reasonable endeavours to:
  1. limit scheduled maintenance to times outside of standard business hours; and
  2. provide the Partner with reasonable notice of any scheduled maintenance.
Palace Developments
1. The Partner acknowledges and agrees that Palace may:
  1. independently create products or services that may be the same as or similar to, or competing with, the Partner Services and nothing in the Agreement will be construed as restricting or preventing Palace from creating and fully exploiting such products or services; and
  2. act on any suggestions the Partner makes on any aspect of the Palace APIs or Palace Services and, where Palace acts on any such suggestion, Palace will own, and (to the extent of any interest) the Partner assigns to Palace, all Intellectual Property Rights in any use or implementation of such suggestion.
Confidentiality
1. Use and disclosure: Each of Palace and the Partner will keep the Confidential Information of the other confidential and will not:
  1. use any Confidential Information disclosed to it under or pursuant to the Agreement other than for the purpose of exercising or performing its rights and obligations under the Agreement (the Permitted Purpose); or
  2. disclose any Confidential Information disclosed to it under or pursuant to the Agreement, whether in whole or in part, to any third party, other than:
    1. to those of its officers, employees, contractors or professional advisors (each, a Representative) who need to know that Confidential Information for the Permitted Purpose, provided that the Representative is informed of the confidential nature of the Confidential Information before disclosure;
    2. to the extent required by law, any governmental or other regulatory authority, the rules of any stock exchange, or any other authority of competent jurisdiction, provided that, to the extent possible, it gives the other party notice of the nature and extent of the required disclosure prior to such disclosure.
2. Exclusions: The provisions of clause 5.1 do not apply to information that:
  1. is or becomes generally available to the public (other than as a result of a breach by the receiving party of any obligation of confidentiality owed to the disclosing party);
  2. is available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
  3. Palace and the Partner agree in writing is not confidential and may be generally disclosed or used.
3. Responsibility for Representatives: Partner will at all times remain responsible and liable for its Representatives’ compliance with the confidentiality obligations contained in this clause 5.
Intellectual Property Rights
1. Palace IP: The Partner acknowledges and agrees that all Intellectual Property Rights in the Palace API, the Palace Services, the Palace Website and the Palace Data are the property of Palace or its licensors, and the Partner will have no rights in or to the Palace API, the Palace Services, the Palace Website or the Palace Data other than as expressly provided in the Agreement.
2. Partner IP: Palace acknowledges and agrees that all Intellectual Property Rights in the Partner Services and Partner Data are the property of the Partner or its licensors. The Partner will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Partner Services and Partner Data.
Privacy
1. Compliance with Privacy Law: Each party will comply with its obligations under Privacy Law in respect of Personal Information used, disclosed, stored or received in connection with the Agreement and will not do (or omit to do) anything that causes the other party to breach its obligations under Privacy Law.
2. Partner obligations: In addition to the obligations in clause 7.1, the Partner:
  1. must not use any Palace Data or any Personal Information obtained by it under or in connection with the Agreement to identify or attempt to identify any individual, whether in combination with Partner Data or any other information; and
  2. must notify Palace immediately upon becoming aware of any breach of this clause 7 or any complaint relating to Partner’s non-compliance with Privacy Law in relation to Personal Information obtained, used or disclosed under the Agreement, and must provide Palace with such level of assistance as Palace may reasonably require in order to manage and resolve such matter.
Warranties
1. Power and authority: Each party warrants to the other party that it has the full power and authority to enter into the Agreement.
2. Exclusions: Except as expressly stated in the Agreement:
  1. all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law;
  2. without limiting the effect of clause 8.2(a), Palace provides the Palace APIs and Palace Data “as is”, and Palace does not warrant that:
    1. the Palace Services, Palace APIs or the Palace Data are accurate, complete, reliable, secure, useful or fit for a particular purpose; or
    2. that access to the Palace Services or Palace APIs will be uninterrupted, timely or error-free.
3. In trade: The Partner acknowledges and agrees that it is in trade, that Palace provides the Palace API, Palace Data and Palace Services in trade and, to the fullest extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
Liability and Indemnity
1. No liability: Notwithstanding anything in the Agreement to the contrary, Partner acknowledges that Palace has no responsibility or liability of any kind for the content, development, operation, support or maintenance of any Partner Services (including the integration of the Palace APIs with the Partner Systems). Palace will not be liable under the law of tort, contract or otherwise for any form of loss or damage, suffered by the Partner or any user of the Partner Services including:
  1. The loss suffered or incurred as a result of or in connection with the Partner’s use of the Palace API, Palace Data, or the Palace Services; or
  2. direct, indirect or consequential loss or damage arising out of, or in connection with, the Agreement.
2. Maximum liability: If despite clause 9.1, Palace is liable to the Partner, then to the extent permitted by law, Palace’s maximum aggregate liability for any loss or damage under the Agreement will be NZD$100.
3. Indemnity: The Partner indemnifies Palace and any contractor, employee or officer of Palace against any claim, proceeding, loss, damage, cost or expenses, whether arising in contract, tort, statute or otherwise, that arises out of or in connection with:
  1. any act or omission by any user of the Partner Services including a breach of the Agreement; or
  2. the provision of the Palace Services, Palace APIs or Palace Data to the Partner under the Agreement,
    
    except to the extent such claim, proceeding, loss, damage, cost or expense is caused by Palace’s gross negligence or intentional misconduct.
Term and Termination
1. Term: The Agreement will commence immediately upon the Partner being provided with the API Credentials and will continue until terminated in accordance with clause 10.2.
2. Termination: In addition to the rights of Palace to suspend or revoke the licence to the Palace APIs in accordance with clause 1.2(c), either party may terminate the Agreement:
  1. by giving the other party not less than five Business Days’ written notice of its intention to terminate the Agreement; or
  2. with immediate effect on giving written notice to the other party if the other party:
    1. materially breaches the Agreement and that breach cannot be remedied or, where a such breach can be remedied, where the breaching party fails to remedy the breach within 10 Business Days of receiving written notice of the breach from the other party; or
    2. becomes bankrupt, goes into liquidation or has a receiver, statutory manager or administrator appointed over any of its assets, becomes insolvent, ceases to carry on its business or makes any composition or arrangement with creditors.
3. Consequences of expiry or termination: On expiry or termination of the Agreement:
  1. the Partner will immediately cease using the Palace APIs and Palace Data, and deactivate or otherwise remove its integration from the Palace Systems; and
  2. each party will, at the other party’s direction, either deliver to that other party (in a format reasonably specified by that other party), or destroy/delete, all copies of the other party’s Confidential Information in its possession or control.
4. Survival: Clauses 3.5, 4, 5, 6, 8, 9 and 10.3 survive the expiry or termination of the Agreement. Termination or expiry of the Agreement will not affect any rights or liabilities which either party accrues prior to termination or expiry, including the obligation to pay any Palace API Fees that have accrued but remain unpaid, as of the date of termination of the Agreement.
Interpretation
1. DEFINITIONS:
  Agreement means these API Terms of Use and any Specific Terms;
  API Credentials means the unique licence key or other credentials issued by Palace to the Partner to enable the Partner to access a Palace API;
  Approved Purposes means the development, implementation and publication of Partner Services that utilise or interact with one or more Palace APIs or otherwise with the Palace Services, together with any other purposes for which the Partner intends to use the Palace APIs as agreed in the Specific Terms (if any);
  Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand;
  Confidential Information means all information that is by its designation or nature confidential, including results, outcomes, conclusions, experimental methods, notes, designs, records, computer programs, inventions, innovations, software, patterns, specifications, drawings, techniques, reports, know-how, data, processes, developments, formulations, applications, methods of manufacture, and graphics, and shall include the Palace API, API Credentials, Palace Data and the fact that an agreement between the parties may be in place;
  Intellectual Property Rights means all brand names, trademarks, service marks, trade names, logos, copyrights, patents, licences, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;
  Palace, we, us and our means Palace Holdings Limited;
  Palace API Fees means the fees, if any, payable for the use of the Palace API, as set out in the Specific Terms (and as may be amended from time to time in accordance with clause 1.3);
  Palace APIs means the Palace application programming interfaces and related or accompanying tools and documentation made available by Palace, which allow the Partner to access the Palace Data and/or integrate with the Palace Systems;
  Palace Data means the data owned or controlled by, or licensed to, Palace and accessed by the Partner via the Palace APIs and includes any modifications or enhancements to that data, whether developed by Palace, the Partner or any third party;
  Palace Service means the web-based property management software and related services provided by Palace from time to time;
  Palace Systems means the software, hardware, procedures, connections, interface, code and other elements of the systems owned and/or operated by Palace (including elements owned and/or operated by others and used by Palace);
  Palace Website means MRI Palace | Property Management Software or any other URL address notified to the Partner by Palace from time to time;
  Partner, you and your means the person or entity that has requested, and been granted, access to the Palace API;
  Partner Data means the data (if any) owned by or licensed to Partner that is made available to Palace pursuant to these API Terms of Use;
  Partner Services means the services (including any software services, applications and other technology) offered by the Partner;
  Partner Systems means the software, hardware, procedures, connections, interface, code and other elements of the systems owned or operated by the Partner which are used in connection with the Partner Services (including elements owned or operated by others but excluding the Palace Systems);
  Personal Information is as defined in the Privacy Act 1993;
  Privacy Law means the Privacy Act 1993, the Unsolicited Electronic Messages Act 2007 and any other New Zealand acts and regulations which regulate the use of Personal Information; and
  Specific Terms means the specific terms (if any) applying to the Partner’s access to and use of the Palace APIs that Palace and the Partner may agree in writing from time to time, including any invoice issued by Palace to the Partner in relation to Palace API Fees.
2. In the Agreement, unless the context requires otherwise:
  1. words importing the singular or plural number include the plural and singular number respectively; and
  2. a person includes any individual, corporation, unincorporated association, government department or municipal authority.
General
1. Entire Agreement: The Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements in relation to that subject matter.
2. Relationship: The Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.
3. Invalid provisions: If any part or a provision of the Agreement is judged invalid or unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of the Agreement will continue to operate.
4. Waivers: A provision or a right under the Agreement may not be waived except in writing and signed by the party granting the waiver.
5. Variations: The Agreement may be varied by Palace at any time, effective upon the posting of modified terms on the Palace Website or as otherwise notified to the Partner in writing (including by email). The Partner will ensure that it has read, understood and agreed to the most recent terms posted on the Palace Website or as otherwise notified to the Partner.
6. Assignment: The Partner will not assign, transfer or otherwise deal with the Agreement or any of its rights or obligations under the Agreement, whether in whole or in part, without Palace’ prior written consent.
7. Disputes: If there is any dispute relating to the Agreement (Dispute) a party cannot commence any court proceedings relating to the Dispute unless it has complied with this clause 12.7, except where the party seeks urgent interlocutory relief. The party raising a Dispute must give written notice to the other party specifying the detail of the Dispute. After receipt of that notice by the other party, the parties will use all reasonable efforts to resolve the Dispute by negotiation or other informal processes, where each party is represented by a person with unfettered authority to resolve the Dispute. If the parties have not resolved the Dispute within 20 Business Days following receipt of the written notice of the Dispute, then either party may refer the Dispute to arbitration. Such arbitration will be conducted by a single arbiter appointed by mutual agreement of the parties or, failing agreement, by two arbiters (one appointed by each party), with such arbitration to be conducted in accordance with the Arbitration Act 1996.
8. Notices: Notices and other communications under the Agreement are to be given in writing by email, personal delivery or by post and must be:
  1. sent to the correct email or address designated in writing by each party for that purpose from time to time. The current designated email address for notices the Partner sends to Palace is Sales.PalaceSolutions@mrisoftware.com, and
  2. marked for the attention of the designated person or office holder (if any).
9. Deemed receipt: A notice or communication in relation to the Agreement will be deemed to be received:
  1. in the case of a letter, on the third Business Day after posting; or
  2. in the case of email, on the Business Day on which the email is successfully delivered; and
  3. in the case of personal delivery, when delivered.
10. Governing law: The Agreement will be governed by and construed in accordance with the laws of New Zealand. The New Zealand courts have exclusive jurisdiction.

Palace API licence

Partner Licence

Use of the Palace API

Palace Developments

Confidentiality

Intellectual Property Rights

Privacy

Warranties

Liability and Indemnity

Term and Termination

Interpretation

General

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