Thank you for using MTNU'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 MTNU 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 "MTNU" means MTN Uganda Limited, Plot 1-4 Nyonyi Gardens, Kololo, Kampala, Uganda unless set forth otherwise in additional terms applicable for a given API. We may refer to "MTNU" as "we", "our", “Licensee” or "us" in the Terms. You may be referred to as “Licensee”

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

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

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 – MTNU’s Developer site found at https://momodeveloper.mtn.com/

2.5 MTNU API or “our API” – The publicly available MTNU 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.

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

2.6 Service(s) – MTNU’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 MTNU 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 MTNU 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.

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 MTNU 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.

5.1 You may not use the MTNU API or any other technology in a manner that accesses or uses any information beyond what MTNU allows under the API Documentation; that changes the Service; that breaks or circumvents any of MTNU’s technical, administrative, process or security measures; that disrupts or degrades the performance of the MTNU Service or the MTNU API; or that tests the vulnerability of MTNU’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 MTNU 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 MTNU (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 MTNU 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 MTNU API to replicate or compete with core products or services offered by MTNU. You acknowledge and agree that MTNU has or may in the future offer products or services that are similar to your Application, and nothing will prevent MTNU 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 MTNU 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 MTNU’s trademarks or trade names in your advertising, marketing, promotional, sales or related materials. MTNU 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 MTNU 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 MTNU 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 MTNU's express consent (and MTNU 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 MTNU IT Division.

5.10 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.

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

5.12 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 MTNU API.

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 MTNU for the applicable open source software.

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 MTNU may develop products or services that may compete with the API Clients or any other products or services.

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 MTNU API.

9.1 As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the;
(1) MTNU APIs, documentation, and all elements and components thereof;
(2) Data & databases;
(3) MTNU Services; and
(4) Brand Features (collectively, the “MTNU Materials”).
Except for the express licenses granted in this API Terms of Use, MTNU does not grant you any right, title, or interest in the MTNU Materials. You agree to take such actions as MTNU may reasonably request to perfect MTNU’s rights to the MTNU Materials.

9.2 MTNU 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.

10.1 These API Terms of Use will go into effect on the date upon which you agree to them, by accessing or using the MTNU 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 MTNU may change, suspend or discontinue the MTNU API and suspend or terminate your use of the MTNU API, the MTNU Service, and/or MTNU Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application's access to the MTNU 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 MTNU 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:

10.5.1 All rights and licenses granted to you will terminate immediately;

10.5.2 You will promptly destroy documentation and any other MTNU information in your possession or control that was received under this API Terms of Use;

10.5.3 Unless we agree otherwise in writing or as stated in this API Terms of Use, you must permanently delete all Data and other information that you stored pursuant to your use of the MTNU APIs. MTNU may request that you certify in writing your compliance with this section; and

10.5.4 MTNU will make commercially reasonable efforts to remove all references and links to your Application from its Services (MTNU has no other obligation to delete copies of, references to, or links to your Application).

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).

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

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

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

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 MTNU 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 MTNU 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 MTNU 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 MTNU 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 MTNU may require in relation to such notice (at no cost to MTNU) and in no event will you or any of your personnel respond directly to any such request, complaint or correspondence without MTNU’s prior written consent unless and to the extent required by law (and in such circumstances you shall give MTNU 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 MTNU in writing if any of MTNU 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 MTNU customer personal data or if it is lost, corrupted, damaged or unintentionally deleted.

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

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

14.9 If and to the extent that you collect and pass any customer personal data to MTNU, you warrant that you have obtained appropriate consent from all Data Subjects to whom it relates, to pass their personal data to MTNU 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 MTNU’s customer personal data, you shall:

14.10.1 take immediate steps to remedy the breach or prevent the potential breach or remove the threat;

14.10.2 promptly take measures to ensure there is no repetition of the incident in the future; v14.10.3 promptly (and in any event within [one] Business Day) provide MTNU with full details in writing of the steps and measures taken;

14.10.4 comply (at no cost to the Customer) with all requests made by the Customer in respect of the same.

14.11 You agree to indemnify and keep indemnified MTNU in full and hold it harmless on demand from and against any and all losses suffered or incurred by MTNU 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 MTNU API and indefinitely following termination.

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

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

15.3 You will ensure that if any MTNU 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 MTNU 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 MTNU Environment or MTNU API;

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

16.1 Modification. MTNU 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 Uganda.

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.

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

• When used, the logo sits in the bottom right hand corner of the messaging, against a white yellow background
• The distance between the logo and the border to the right and border to the bottom is always equal and equivalent size to the blue bulb that forms the MTN logo
• The size of the logo will occupy the rectangle space of the ad where it features, scaled to feature prominently relative to all the other content in the ad
• The MTN yellow pantone is
• Pantone 123 C
• CMYK - C:0 M:20 Y:100 K:0
• RGB – R:255 G:203 B:5
• HEX - #ffcc00

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:
customerservice.UG@mtn.com