Terms & Conditions

South Sudan

1. Acceptance of Terms

Thank you for using MTN-SS's APIs, other developer services, and associated software (collectively, "APIs"). By accessing or using our APIs, you are agreeing to the terms below. If there is a conflict between these terms and additional terms applicable to the service, the additional terms will control for that conflict. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as the "Terms." You agree to comply with the terms and that the terms control your relationship with us. So please read all the terms carefully. If you use the APIs as an interface to, or in conjunction with other MTN-SS products or services, then the terms for those other products or services also apply (including the Privacy Policy, Brand Guidelines, and general Terms of Service, which are incorporated here by reference).

Under the Terms, MTN or "MTN-SS" means MTN South Sudan Limited, Hai cinema, P.0 Box 573 Juba, South Sudan South unless set forth otherwise in additional terms applicable for a given API. We may refer to "MTN-SS" as "we", "our", “Licensee” or "us" in the Terms. You may be referred to as “Licensee”

2. Key Definitions

Application - Any software application, website, or product you create or service you offer using the MTN-SS API (defined below).

API Documentation - The documentation, data and information that MTN-SS provides regarding the use of the MTN-SS API through the Developer Site and any information obtained from You through the API application and registration process.

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.

Developer Site – MTN SS's Developer site found at https://momodeveloper.mtn.com/

MTN-SS API or “our API” – The publicly available MTN SS Application Programming Interface (“API”) as well as the related API Documentation which may include object code, software libraries, software tools, sample source code, published specifications and Documentation. API shall include any future, updated or otherwise modified version(s) thereof furnished by MTN (in its sole discretion) to you.

MTN-SS Brand –The MTN-SS brand and brand assets, including but not limited to names, logos, trade names and trademarks.

Service(s) – MTN-SS’s real-time communication, messaging, archiving and search services and related systems and technologies, as well as the website https://momodeveloper.mtn.com/ (the “Site”), and all software, applications, data, reports, text, images, and other content made available by or on behalf of MTN-SS 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 MTN-SS designates them as “official integrations”. MTN makes no representation or warranty concerning third party software and shall have no obligation or liability with respect to third party software.

3. Capacity to use the Service

3.1 You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with MTN SS, or (b) you are a person barred from using or receiving the APIs under the applicable laws of South Sudan or other countries including the country in which you are resident or from which you use the APIs.

3.2 If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).

4. Registration

In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to MTN SS will always be accurate, you should be able to provide the original copies at anytime and up to date and you'll inform us promptly of any updates and will form part of the API documentation.

5. Use of MTN SS APIs, MTN SS Data and Prohibitions

5.1 You may not use the MTN SS API or any other technology in a manner that accesses or uses any information beyond what MTN SS allows under the API Documentation; that changes the Service; that breaks or circumvents any of MTN-SS's technical, administrative, process or security measures; that disrupts or degrades the performance of the MTN SS Service or the MTN SS API; or that tests the vulnerability of MTN-SS’s systems or networks.

5.2 You will only access (or attempt to access) an API by the means described in the documentation of that API. If MTN-SS assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts

5.3 You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

5.4 You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with MTN-SS (or its affiliates).

5.5 You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.

5.6 You shall have no rights to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to Licensee hereunder. You may not reverse engineer, decompile, modify, disassemble, derive source code, trade secrets, or know-how in the MTN-SS API or portion thereof or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws.

5.7 You may not use the MTN-SS API to replicate or compete with core products or services offered by MTN-SS. You acknowledge and agree that MTN-SS has or may in the future offer products or services that are similar to your Application, and nothing will prevent MTN-SS from doing so;

5.8 You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the MTN-SS API. All rights not expressly granted are reserved by MTN and, except as expressly set forth herein, no license is granted by MTN under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property right of MTN. Subject to clause 5.9, nothing herein shall be deemed to authorize you to use MTN-SS's trademarks or trade names in your advertising, marketing, promotional, sales or related materials. MTN-SS reserves all rights not otherwise expressly granted in this Agreement.

5.9 You agree to display any attribution(s) required by MTN as described in the documentation for the API and as an addendum of the present. MTN hereby grants to you a nontransferable, non-sub licensable, nonexclusive license while the Terms are in effect to display MTN's Brand Features for the purpose of promoting or advertising that you use the MTN-SS API. You must only use the MTN brand features in accordance with the terms and for the purpose of fulfilling your obligations under this Section. In using MTN's brand features, you must follow MTN’s brand guidelines. You understand and agree that MTN has the sole discretion to determine whether your attribution(s) and use of MTN's logo are in accordance with the above requirements and guidelines.

5.10 MTN-SS sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in MTN’s sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain MTN-SS's express consent (and MTN-SS may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the MTN-SS IT Division.

5.11 You shall set up a Customer Service Desk and Helpline to address all Your Customer related queries and complaints. If your Product is generating an excessive number of requests to MTN customer service channels, you agree to discuss with MTN commercial terms to handle them.

5.12 You agree not to assert any Intellectual Property rights related to the API or applications developed using the MTN-SS API against MTN, MTN's distributors, MTN customers, or other licensees of the MTN-SS API for making, using, selling, offering for sale, or importing any products or technology developed using the MTN-SS API.

5.13 You may not publish the results of any benchmark tests run on the API without written permission from MTN.

5.13 MTN will not be obligated to provide any support for the API under this Agreement. Nothing herein shall be construed to require MTN to provide support services or updates, upgrades, bug fixes or modifications to the MTN-SS API.

6. Open Source Software

Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the API documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with MTN-SS for the applicable open source software.

7. API License

Subject to these terms, MTN hereby grants you (the Licensee) a limited, non- exclusive, non-transferable, royalty license (without the right to sublicense) to use the API solely for the purpose of your internal development efforts to develop applications to work in conjunction with the MTN products referenced in the API and for which the API was provided. You, the Licensee shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any third party or incorporate the API in any software, product, or technology. The Terms are non-exclusive. You acknowledge that

Subject to these terms, MTN hereby grants you (the Licensee) a limited, non- exclusive, non-transferable, royalty license (without the right to sublicense) to use the API solely for the purpose of your internal development efforts to develop applications to work in conjunction with the MTN products referenced in the API and for which the API was provided. You, the Licensee shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any third party or incorporate the API in any software, product, or technology. The Terms are non-exclusive. You acknowledge that MTN-SS may develop products or services that may compete with the API Clients or any other products or services.

8. Audit Rights

8.1 You acknowledges and agree that MTN may, from time to time, allow and appoint statutory auditors, internal auditors, consultants or MTN personnel to conduct technical audits of your equipment, products, software and/or the services, and which audits shall extend to a review of tool architecture, configurations, reconciliations, filters, alarms, security, and other similar system audit requirements and compliance to information security requirements.

8.2 You agree to correct any deficiencies found during such audit or inspection. The performance of such audits shall not relieve your obligations under these terms. If deficiencies are not satisfactorily resolved, MTN reserves the right to IMMEDIATELY terminate your use of the MTN-SS API.

9 Ownership

9.1 As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the;

  1. MTN-SS APIs, documentation, and all elements and components thereof;

  2. Data & databases;

  3. MTN-SS Services; and

  4. Brand Features (collectively, the "MTN-SS Materials”).

Except for the express licenses granted in this API Terms of Use, MTN-SS does not grant you any right, title, or interest in the MTN-SS Materials. You agree to take such actions as MTN-SS may reasonably request to perfect MTN-SS’s rights to the MTN-SS Materials.

9.2 MTN-SS does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

10. Term and Termination

10.1 These API Terms of Use will go into effect on the date upon which you agree to them, by accessing or using the MTN-SS API, and will continue until terminated as set forth herein.

10.2 You may terminate this API Terms of Use by discontinuing use of our APIs.

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

10.4 Although we are under no obligation to monitor data, MTN may monitor your data and/service and may terminate and/or suspend your use of the MTN-SS API if we receive a notice of an infringing data message under section 31 of the Electronic Transactions Act, 2011.

10.5 Upon termination of this API Terms of Use:

10.6 When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 8 (Security), 5 (content), 8 (Termination), 9 (Liability), and 10 (General Provisions).

11. Disclaimer of Warranties; Limitation of Liability; Indemnity

11.1 No Warranties - The MTN-SS API and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and MTN-SS 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 MTN-SS does not warrant that the MTN-SS 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 MTN-SS API, and no information, advice or services obtained by you from MTN-SS or through the developer site shall create any warranty not expressly stated in this API terms of use.

11.2 Limitation on Liability - Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall MTN-SS 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) any matter beyond our reasonable control. The provisions of this clause allocate the risks under these terms between the parties, and the parties have relied on these limitations in determining whether to enter into these terms of use. 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, MTN-SS's liability will be limited to the greatest extent permitted by law.

11.3 Indemnity - You agree to defend, hold harmless and indemnify MTN-SS, 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, MTN-SS API or Data, use of MTN-SS Brand, or violation of this API Terms of Use, 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

12. Publicity

You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement MTN-SS without MTN-SS's prior written approval.

13. Confidentiality

13.1 The API contains valuable proprietary information and trade secrets of MTN and its suppliers that remain the property of MTN. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the API.

13.2 You shall not disclose, advertise, or publish these terms and conditions without the prior written consent of MTN. Any press release or publication regarding these terms is subject to prior review and written approval of MTN.

14. Data protection

14.1 You agree that you shall not attempt to and/or use the MTN-SS API to extract any MTN-SS customer personal data for any personal or commercial purposes except as expressly authorized by MTN-SS.

14.2 You agree to implement, and at all times maintain, appropriate technical and organizational measures to protect any Customer Personal Data that may come into your possession as a result of using the MTN-SS API, against unauthorized or unlawful processing and accidental loss or damage by your employees, subcontractors agents or any other persons acting on your behalf;

14.3 You shall be obligated to provide to MTN-SS at any time on request a detailed written description of the technical and organizational measures in place to protect the customer personal data;

14.4 You agree to comply at all times with any obligations under any applicable Data Protection Law in force, and shall not, by act or omission, put MTN-SS in breach of, or jeopardise, any registration under any such Data Protection Law;

14.5 You shall promptly (and in any event within [two] Business Days) and fully notify MTN-SS in writing of any notices received by any persons, organizations or government bodies relating to the processing of any customer personal data, including subject access requests, complaints and/or correspondence from any Regulatory Body and provide such information and assistance as MTN-SS may require in relation to such notice (at no cost to MTN-SS) and in no event will you or any of your personnel respond directly to any such request, complaint or correspondence without MTN-SS’s prior written consent unless and to the extent required by law (and in such circumstances you shall give MTN-SS prior written notice of its intention to respond directly);

14.6 You agree to promptly (and in any event within [two] Business Days) fully notify MTN-SS in writing if any of MTN-SS customer’s personal data has been disclosed in breach of this clause or if it suspects or becomes aware of any actual, threatened or potential breach of security in respect of any MTN-SS customer personal data or if it is lost, corrupted, damaged or unintentionally deleted.

14.7 You agree to permit MTN-SS and its representatives (at no cost to MTN-SS) to inspect and audit your data processing activities (and those of your authorized data third parties) and comply with all requests to enable MTN-SS to verify and/or procure that you are complying with this clause;

14.8 You shall not permit any processing of MTN-SS customer personal data by any agent or sub-contractor or other third party (Data Third Parties) without the prior written authorization of MTN-SS.

14.9 If and to the extent that you collect and pass any customer personal data to MTN-SS, you warrant that you have obtained appropriate consent from all Data Subjects to whom it relates, to pass their personal data to MTN-SS for the purposes for which the customer intends to use it and that such data is accurate and up to date.

14.10 In the event of a breach, or potential breach of your obligations under these terms or any threat to the security of MTN-SS’s customer personal data, you shall:

14.11 You agree to indemnify and keep indemnified MTN-SS in full and hold it harmless on demand from and against any and all losses suffered or incurred by MTN-SS or for which the Customer may become liable arising out of or in connection with any breach by you of this clause 14.

14.12 The provisions of this clause 14 shall apply during the term of your use of MTN-SS API and indefinitely following termination.

15. Data security

15.1 You agree to immediately notify MTN-SS immediately if you suspect or becomes aware of any actual, threatened or potential breach of security of MTN-SS’s customer data or any of MTN-SS’s Confidential Information.

15.2 You shall not modify, alter, remove, store, copy, disclose, delete, enhance or use any MTN-SS customer data;

15.3 You will ensure that if any MTN-SS customer data is disposed of, such disposal takes places in a secure manner such that the customer data is not recoverable;

15.4 You will preserve so far as possible the security of MTN-SS customer data and prevent any loss, disclosure, theft, manipulation or interception of customer data;

15.5 You will ensure that your anti-malware controls are applied and maintained in accordance with Good Industry Practice (including compliance with SSAE-16, ISO/IEC 27001) and that your IT policies, check for and delete any malicious materials from your systems and not intentionally or negligently transfer any malicious materials onto any MTN-SS Environment or MTN-SS API;

15.6 You will ensure that your IT systems are fit for the purpose of securing Customer Data.

16. General Provisions

16.1 Modification - MTN-SS may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable API, on our Website. The modifications will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.

16.2 Waiver - No failure by either party to exercise or enforce any of its rights under these terms will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach

16.3 Severability - If any provision of these terms is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the other provisions will remain in force.

16.4 Governing Law - These terms shall be governed and construed in accordance with the laws of South Sudan.

16.5 Contact - If you have any questions concerning these terms, or if you desire to contact MTN for any reason, please contact us at GM Mobile Financial Services, Nyonyi Gardens, Kololo.

BY INSTALLING, COPYING, OR OTHERWISE USING THIS API YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED ABOVE.

Addendum

The logo to be used for Open API co-branding is the MTN MoMo:

The MTN MoMo logo will only be used at the payment stage of your customer journey

Reference to or usage of the MTN MoMo logo in other instances other than at the payment stage in the customer journey, will be restricted a statement of endorsement i.e. Supported by MTN MoMo. The use of the MTN MoMo in these instances is prohibited.

The font to be used for all messaging carrying MTN MoMo brandings MTN Brighter Sans

All artwork will always be approved by either the Brand Manager or Senior Manager – Brand & Communications as per delegated authority by the Chief Marketing Officer.

Contact:

backofficesupport.ss@mtn.com