API Use Agreement

SKILLSENGINE API USE AGREEMENT

API Access and Use: For Customers who are provided access to the SkillsEngine API, the use of this API is subject to the terms and conditions of the SkillsEngine API Use Agreement. By using the API, the Customer agrees to comply with the API Use Agreement in its entirety. The terms of the SaaS Agreement are incorporated into this API Use Agreement by reference, and any breach of the API Use Agreement shall be deemed a breach of this API Use Agreement. 

SkillsEngine offers multiple subscription plans, as detailed on SkillsEngine’s pricing page. The API Use Agreement applies uniformly to all subscription tiers (including Free Trial Users) and API package options currently available or made available in the future, including but not limited to the Pro, Team, and Enterprise plans. Customers will be subject to API call limits based on their chosen subscription plan, as outlined in SkillsEngine’s current pricing options. SkillsEngine reserves the right to adjust these limits in accordance with the terms of the customer’s subscription and will notify customers of any changes to their API usage limits as necessary.

1. Definitions

• API Definition: The SkillsEngine API ("API") refers to the set of protocols and tools that allow Customers to request data from SkillsEngine servers in JSON format using an API token generated from a client ID and client secret through the API URL (api.skillsengine.com). The API’s components and functionalities are subject to ongoing development and may be updated or modified regularly in SkillsEngine’s discretion.
• “Internal use” or similar terms refers to the integration of the API within the Customer’s internal business systems and processes, excluding any use that results in an external product, service, or offering that is marketed or sold to third parties.
• “External use” or similar terms include any deployment, integration, or offering of services developed using the API that are marketed, sold, or otherwise made available to third parties. 
• “Approved External Offerings” refer to products or services offered by the Customer to third parties that have been reviewed and explicitly authorized by SkillsEngine in writing. Any other terms will use the definitions as found in the SAAS Agreement.

2. Grant of License

• API Access Rights: Subject to the terms and conditions set forth herein and in the SAAS Agreement, Customers are granted a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for the purpose of integrating SkillsEngine’s services with their internal business applications and approved external business offerings. This license strictly prohibits reverse engineering, decompiling, or disassembling the API. The license terminates automatically upon breach of this agreement or the termination of the Customer's subscription. 
• License Purpose: The API license granted to Customers is for the sole purpose of integrating SkillsEngine’s services within the Customer’s own internal business applications or Approved External Offerings. 
• License Limitations: 
  • Customers are prohibited from using the API, either internally or externally, to develop, offer, or otherwise create any product or service that competes with SkillsEngine’s current and planned core offerings in workforce analytics, skills data management, and validation solutions that are currently live or in development. This includes prohibiting the creation of profile builders, skills data analysis tools, or similar services to those listed below that replicate SkillsEngine’s current capabilities. 
    • The current and planned core offerings include:
      • Converting documents and text into skills
      • Gap analysis and profile alignment
      • Comparing differences and similarities between profiles
      • Gathering feedback on skills
      • Generating job postings
      • Career map builder
      • Generating interview questions
      • SkillsEngine may, from time to time, provide clarifications or examples of what constitutes competition with its current core offerings, which shall be binding upon Customers.
    • If you have any questions or require clarification regarding this provision, please contact SkillsEngine at support@skillsengine.com.
  • SkillsEngine may, from time to time, provide updated guidelines or examples of what constitutes competition, which shall be binding upon Customers. 
  • Customers are further prohibited from sublicensing, redistributing, or repurposing the API for competitive use without explicit written consent from SkillsEngine.  
  • The restrictions and prohibitions outlined in Section 3 (Prohibited Actions) are incorporated into the License Limitations.

3. Use of Services

• Permitted Uses: Subject to the limitations contained herein. 
  • Scope of Usage: Customers are authorized to use the API for purposes including, but not limited to, data integration, custom application development, data analysis, workflow automation, and real-time updates, provided that any external use or offerings complies with the approved external offerings approval process described herein
  • Compliance: Customers must adhere to SkillsEngine’s API documentation, including compliance with usage limits and guidelines as specified.
  • Security: Customers must implement robust security measures to protect their API client ID and client secret, akin to the protection of usernames and passwords. This includes encryption standards and conducting regular security audits.
• Approval Process for External Offerings & Sublicensing: Customers wishing to develop or integrate external business offerings using the API, sublicense, or redistribute must submit a detailed proposal to SkillsEngine for review. SkillsEngine will evaluate the offering within 30 days based on its compatibility, potential competition with SkillsEngine’s core offerings, adherence to the permitted use cases and other factors. Approval must be granted in writing and is subject to periodic reviews and audits and other limitations as provided herein. Failure of SkillsEngine to respond within 30 days does not imply approval, and the Customer is not authorized to proceed with the proposed external business offering without explicit written consent.
• Prohibited Actions: In addition to the limitations herein, Customers are also prohibited from:
  • Sublicensing, reselling, or sharing API access with unauthorized third parties. This includes acting as an intermediary or pass-through for API access to other third parties who may use it to offer similar services.
  • Storing, copying, or retaining any data obtained through the API outside of SkillsEngine’s platform, unless explicitly permitted through a separate enterprise SLA with clearly defined terms. Unauthorized storage or retention of API data on external systems, servers, or devices is strictly prohibited. 
  • Utilizing the API data, directly or indirectly, for the development, training, fine-tuning, or enhancement of any artificial intelligence (AI) or machine learning (ML) models or systems. This includes, but is not limited to:
    • Data Extraction and Labeling: Using the API to extract data to create labeled datasets to train AI/ML models.
    • Knowledge Graphs and Ontologies: Building or enriching knowledge graphs, ontologies, or other structured representations used to inform or train AI/ML models.
    • Predictive Modeling: Using the data to develop predictive models for tasks such as job matching, skill assessments, or similar functions that could replicate or replace SkillsEngine’s core offerings.
    • Synthetic Data Generation: Generating synthetic data based on API outputs to train AI/ML models, even if such data is not directly identical to the original data.
    • Transfer Learning: Applying API data in transfer learning techniques, where models pre-trained on SkillsEngine data are fine-tuned for other related tasks.
    • Embedding Data in AI-Powered Applications: Integrating API data into AI-driven applications, such as chatbots, virtual assistants, or other automated systems, which could provide similar services as SkillsEngine.
    • Creating Competitor Databases: Aggregating or compiling API data into databases or datasets that could be used to train AI/ML models or be offered as a competing service to SkillsEngine.
    • Using API data to build, train, or deploy models that perform tasks such as natural language processing, image recognition, recommendation systems, data analysis, or any other AI-related functions, regardless of whether these models are offered commercially, non-commercially, or used internally.
  • Sharing API data with third parties, partners, or subsidiaries for AI/ML development or any related activities.
  • Developing their own internal skill libraries or databases from SkillsEngine outputs to supplant continuous API usage.
  • Engaging in any form of discriminatory practices, including employment and hiring discrimination.
  • Conducting any activities that are unlawful or violate any applicable laws or regulations.
• The license limitations outlined in Section 2 are incorporated into the Use of Services. 
• Monitoring: SkillsEngine reserves the right to monitor API usage to ensure compliance and prevent misuse.
• Updates: The API may be updated or modified, and Customers are responsible for ensuring compatibility with the latest version.

4. Customer Obligations: Customers must ensure that their staff is adequately trained and aware of these contract terms. 

5. Usage Monitoring, Audits & Investigation 

• SkillsEngine Rights:
  • Access and Activity Logs: SkillsEngine reserves the right to log all API access and activities, including endpoints accessed, data requests, and timestamps.
  • Usage Limits and Quotas: API usage will be monitored to enforce rate limits and quotas, preventing abuse and ensuring fair use.
  • Security and Anomaly Detection: Monitoring will be conducted for security purposes, identifying and responding to unusual patterns that may indicate security threats or misuse.
  • Periodic Audits: SkillsEngine reserves the right to audit API usage to ensure compliance with the terms and conditions, including but not limited to monitoring for any activities that might indicate sublicensing, unauthorized resale, the development of competitive services or compliance with this Agreement. 
  • Right to Investigate: SkillsEngine reserves the right to investigate any and all suspected misuse or violations of the API Use Agreement, including unauthorized access, data usage, and breaches of terms. The customer agrees to fully cooperate with any such investigation by providing prompt access to relevant documents, records, data, systems, networks, and personnel. The customer shall also respond promptly to any inquiries or requests for information, and provide any documents, communications, or other materials requested by SkillsEngine. Failure to comply with these requests may result in the suspension or termination of API access, in addition to other remedies available under the API Use Agreement. SkillsEngine will conduct investigations with due regard for the confidentiality of the customer’s information, subject to legal obligations, and may share findings with regulatory bodies or law enforcement agencies if required by law.

6. Intellectual Property

• Ownership:
  • Customer-Owned Data: Data generated, provided, or uploaded by the Customer remains the exclusive property of the Customer. This includes data input, custom reports, and analytical results derived directly from the Customer’s data. The Customer retains all rights, title, and interest in and to their data, subject to the rights granted to SkillsEngine herein.
  • SkillsEngine-Owned Data: All data processed through the API, including the underlying technology, algorithms, methodologies, and any enhancements made thereto, are and shall remain the exclusive property of SkillsEngine. This also includes any anonymized or aggregated data generated as part of the service, which SkillsEngine may use for analytics, service improvements, benchmarking, or other purposes, provided that such data does not identify the Customer or any individual.
  • Derived Data: Any data or outputs generated through the processing of Customer-Owned Data by SkillsEngine’s API that incorporates or is derived from SkillsEngine’s proprietary algorithms or processes shall be owned by SkillsEngine. The Customer is granted a non-exclusive, non-transferable license to use such derived data solely for its internal business purposes, subject to the terms of this Agreement.
  • Data Processing and Enhancement: While Customers retain ownership of their data, any processing or enhancement performed by SkillsEngine results in derived data owned by SkillsEngine. SkillsEngine reserves the right and license to use anonymized or aggregated data derived from Customer usage for purposes including, but not limited to, improving the API, developing new features, understanding usage patterns, enhancing Customer experience, and improving SkillsEngine’s skills data library.
  • Licensing: Customers are granted a limited, non-exclusive license to use the processed data for internal business purposes, while SkillsEngine retains all rights to the underlying technology and improvements.

7. Service Level Agreement (SLA)

• API Uptime and Support:
  • Uptime Guarantee: SkillsEngine guarantees an API uptime of 99.9%, excluding scheduled maintenance, which will be communicated in advance and typically performed during off-peak hours. Scheduled maintenance downtime does not count against uptime calculations. If SkillsEngine fails to meet the stated uptime guarantee, the Customer’s sole and exclusive remedy shall be the termination of this agreement and cessation of access to the API.
  • Technical Support: Support will be available via email and support tickets. Enterprise Customers will receive additional support on a contract-by-contract basis. Business hours are 9 AM - 5 PM CST/CDT, Monday to Friday. Major issues will be acknowledged within 8 business hours. Support prioritization will be based on Customer subscription level and the number of users impacted by the issue.
  • Incident Response: SkillsEngine will seek to address and resolve critical issues within 1-hour, major issues within 4 hours, and other issues as per agreed response times. SkillsEngine does not guarantee resolution of all issues within these timeframes and shall not be liable for any damages arising from delays in incident response.
  • Additional Fees: Extraordinary support requests may incur additional fees structured based on the specific circumstances and detailed in individual contracts.

8. Termination Of Services & License:

• Termination at Discretion: SkillsEngine reserves the right to terminate or suspend API access at any time, with or without cause, at its sole discretion. Such termination may be immediate and without prior notice if SkillsEngine deems it necessary to protect its interests, platform integrity, security, or for any breach of the competitive use restrictions set forth in this Agreement, or for any other reason it considers appropriate.
• Non-Liability for Termination: SkillsEngine shall not be liable for any damages, losses, or expenses incurred by the Customer or any third party as a result of the termination or suspension of API access. This includes, but is not limited to, loss of data, business interruptions, or any consequential damages arising from the termination.
• Notification: Where possible, SkillsEngine may provide notice to the Customer prior to terminating access, especially in non-emergency situations. However, this is not guaranteed, and SkillsEngine retains the right to terminate access immediately if circumstances warrant.
• Data Deletion: Upon termination of API access, Customers must delete all data obtained through the API and certify the deletion to SkillsEngine within 30 days after termination.

9.  Breach and Special Remedies:

• Injunctive Relief: SkillsEngine shall have the right to seek immediate injunctive relief in the event of a breach or threatened breach of this Agreement. The Customer agrees that such a breach would cause irreparable harm to SkillsEngine and that monetary damages would not be a sufficient remedy. The Customer consents to the jurisdiction of the state and federal courts located in Waco, McLennan County, Texas, and agrees that these courts shall be the exclusive venue for any actions seeking injunctive relief under this Agreement.
• Legal Fees and Costs: In addition to the above remedies, the breaching party shall be responsible for all reasonable legal fees and costs incurred by SkillsEngine in enforcing this Agreement, including but not limited to seeking injunctive relief and other damages.

10. Updates and Changes

• API Versioning: SkillsEngine will implement versioning in the API request header. Customers are required to update to the latest version as soon as reasonably possible. SkillsEngine will provide reasonable notification of deprecations and strive to avoid breaking changes, supporting previous versions as feasible. Customers are responsible for ensuring compatibility with the latest version.

11. User Obligations

• Compliance Requirements: Customers must comply with all terms, including not exceeding usage limits, maintaining security protocols, and promptly reporting any issues. Customers are responsible for ensuring their systems and applications are compatible with the latest API versions.
• Subprocessor Disclosure: Customers must identify all subprocessors prior to their use and shall not provide any subprocessor with access to or use of the API without prior written approval from SkillsEngine. Customers are fully responsible for ensuring that all subprocessors comply with the terms and obligations set forth in this API Use Agreement. Any failure by a subprocessor to comply with these terms shall be considered a breach by the Customer. SkillsEngine reserves the right to audit subprocessors or request evidence of their compliance and to terminate the agreement if SkillsEngine believes, in its sole discretion, that the subprocess or poses a security, compliance or other risk.
• Training Requirements: Customers must provide adequate training to their employees on API usage, limitations, security. This training must also ensure that all employees understand and comply with all terms and conditions outlined in this API Use Agreement. Customers are responsible for ensuring that their employees are fully aware of the permitted uses, prohibited actions, data handling practices, and security requirements as specified herein.

12. Compliance with API Use Agreement

• Consistency of Terms and Policies: The Customer agrees to ensure that any terms of service, privacy policies, data usage practices, and other agreements or policies that govern the Customer’s use of the API, or that are provided to end-users or third parties, are fully consistent with and do not conflict with this API Use Agreement. The Customer shall not enter into any agreement or engage in any practice that would cause a violation of this API Use Agreement.
• Conflict Resolution: In the event of any conflict between the terms of this API Use Agreement and any other agreement, policy, or practice adopted by the Customer, the terms of this API Use Agreement shall prevail. 

13.  Indemnification and Hold Harmless

• Customer Indemnification: The Customer agrees to indemnify, defend, and hold harmless SkillsEngine, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
  • The Customer’s use of the API, including any data or content transmitted through the API.
  • Any breach of this API Use Agreement by the Customer, including any violation of the terms, policies, or obligations set forth herein.
  • Any violation of applicable laws, rules, or regulations by the Customer or its end-users.
  • Any claim that the Customer’s use of the API infringes upon or violates the intellectual property rights, privacy rights, or other rights of any third party.
• Notice and Control of Defense: Both SkillsEngine and the Customer agree to promptly notify each other of any claims, demands, or legal actions that could trigger the indemnification obligations under this Agreement. Such notice shall be given as soon as practicable after becoming aware of the claim, demand, or action. The Customer shall have the right to control the defense and settlement of any such claim, demand, or action, provided that the Customer may not settle any claim in a manner that imposes any liability or obligation on SkillsEngine without SkillsEngine’s prior written consent. SkillsEngine may choose to participate in the defense of any claim, demand, or action with counsel of its own choosing. If SkillsEngine elects to participate, the Customer shall reimburse SkillsEngine for all reasonable attorneys’ fees and expenses incurred in such defense.  The Customer shall not settle any claim, demand, or legal action in a manner that imposes any liability, obligation, or restriction on SkillsEngine without obtaining prior written consent from SkillsEngine.
• Hold Harmless: The Customer agrees to hold SkillsEngine harmless from and against any and all damages, losses, or expenses arising from the Customer’s use of the API, including any actions or omissions by the Customer that result in legal action or claims against SkillsEngine.

12. Miscellaneous

• Third-party Integrations: Third-party developers must adhere to SkillsEngine’s API documentation and industry standards. Secure connections, data integrity, compliance with data protection policies, and sandbox environment testing are required. SkillsEngine reserves the right to audit and terminate non-compliant integrations. All third-party integrations must maintain data integrity and consistency, ensuring seamless synchronization. SkillsEngine reserves the right to audit third-party integrations to ensure compliance and may terminate integrations that pose a risk to security or performance.