These Terms provide rules and guidelines that regulate your use and the use by your developers of the APIs utilized in connection with any of the Finconecta Offerings. The “Finconecta Offerings” include any and all products developed, commercialized or otherwise made available by Finconecta, with the following list not being exhaustive, 4wrd, Open Finance, OpenBanking Live, OpenBanking Lab, OpenBanking Pro, FinGateway and Finconecta’s Developer Portal. While these Terms apply to the use of our APIs in general, your business relationship with Finconecta, and your or your developer’s use of our APIs, may be further regulated by a specific agreement executed between you and Finconecta. If there is a conflict between the contents of this document and the contents of any agreement executed between you and Finconecta, the specific agreement executed between you and Finconecta will control.
BY ACCESSING OR USING ANY OF OUR APIs, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS CONTRACT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE OUR APIs.
“API” means the application programming interfaces used in connection with any of the Finconecta Offerings and any API Documentation or other API materials made available by Finconecta from time to time.
“API Documentation” means the API documentation made available to you by Finconecta from time to time.
“API Key” means the security key that Finconecta makes available for you to access the applicable APIs.
“Data” means any data and content uploaded, posted, transmitted or otherwise made available by users or developers via the Finconecta Offerings, including messages, files, comments, profile information and anything else entered or uploaded into any of the Finconecta Offerings by a developer or a user of the Finconecta Offerings.
“Finconecta Marks” means Finconecta’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the APIs pursuant to these Terms or an agreement executed between you and Finconecta.
“Finconcta Offerings” means Finconecta’s digital product offerings, including 4wrd, OpenBanking Live, OpenBanking Lab, OpenBanking Pro, FinGateway and Finconecta’s Developer Portal, as further described at the following links https://openfinance.finconecta.com/, https://openfinance.finconecta.com/open-banking-as-a-service/.
“Applications” means any applications developed by you or any of your end users or developers to interact with the applicable APIs or with any of the Finconecta Offerings.
Subject to and conditioned on your compliance with all terms and conditions set forth in these Terms and, if applicable, on the terms and conditions set forth in any specific agreement executed between you and Finconecta, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of your agreement with us to: (a) use the APIs solely for your internal business purposes and, when applicable, for allowing third party digital solutions to develop Applications to communicate and interoperate with the Finconecta Offerings and/or third parties; and (b) display certain Finconecta Marks in compliance with usage guidelines that we may communicate to you in writing from time to time, solely in connection with the use of the APIs and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
You acknowledge that there are no implied licenses granted by these Terms. We reserve all rights that are not expressly granted. You may not use the APIs or any Finconecta Marks for any other purpose without our prior written consent.
You must obtain an API Key through the registration process available at the following websites https://marketplace.finconecta.com/register to use and access the APIs. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the APIs. Your API Key may be revoked at any time by us.
Use and Use Restrictions
You may not use the APIs or any other technology made available to you by Finconecta in a manner that accesses or uses any information beyond what Finconecta allows under these Terms, the API Documentation or the specific agreement that regulates your business relationship with Finconecta; that changes the Finconecta Offerings; that breaks or circumvents any of Finconecta’s technical, administrative, process or security measures; that disrupts or degrades the performance of the Finconecta Offerings or the APIs; or that tests the vulnerability of the Finconecta’s systems or networks.
Except as expressly authorized under these Terms, you may not:
- copy, modify, or create derivative works of the API, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the APIs. However, you may charge for the access and use of your Application or for the access and use of any API we may provide to you on a private label basis;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
- remove any proprietary notices from the API;
- use the APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, including but not limited to rights of privacy, or rights of personality, or in any manner inconsistent with these Terms or to other Finconecta agreements to which you are a party, or that violates any applicable law;
- use the APIs in any manner to use, disclose, or retain any “nonpublic personal information” (as defined under the Gramm-Leach-Bliley Act) or “personal information” (as defined under the California Consumer Privacy Act) other than in strict compliance with applicable law;
- use the APIs in any manner to use, disclose, or otherwise process any “personal data” (as defined in Regulation (EU) 2016/679 (General Data Protection Regulation)) other than in strict compliance with applicable law;
- combine or integrate the API with any software, technology, services, or materials not authorized by Finconecta;
- use the APIs to transmit viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data;
- design or permit the Applications to disable, override, or otherwise interfere with any Finconecta-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
- use the API in any of the Applications to replicate or attempt to replace the user experience of any of the Finconecta Offerings;
- use the APIs to replicate or compete with any other products or services offered by Finconecta, including the Finconecta Offerings. You acknowledge and agree that Finconecta has or may in the future offer products or services that are similar to the Application, and nothing will prevent Finconecta from doing so; or
- attempt to cloak or conceal your identity or the identity of the Applications when requesting authorization to use the API.
You will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on any of the Finconecta Offerings’ landing pages from time to time. In addition, you will not use the APIs in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
You are solely responsible for ensuring that your use of the APIs in connection with any of the Finconecta Offerings is in compliance with all laws applicable to you, including without limitation, the rules and guidelines of any system or network that facilitates payments and any security requirements.
You agree to monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any of the terms and conditions of these Terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. You agree to provide a resource for users of the Applications to report abuse of the Applications. As between you and us, you are responsible for all acts and omissions of your end users and developers in connection with the Application and their use of the APIs, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of the Applications. All use by you of the Finconecta Marks, if any, will comply with any usage guidelines that we may specify from time to time in writing. You agree that your use of the Finconecta Marks in connection with this Agreement will not create any right, title, or interest in or to the Finconecta Marks in favor of you, and all goodwill associated with the use of the Finconecta Marks will inure to the benefit of Finconecta.
The network, operating system and software of your web servers, databases, and computer systems (collectively, the “Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information.
With respect to end user Data, you should follow best industry practices but, at a minimum, must perform the following:
- Maintain administrative, technical, and physical safeguards that are designed to ensure the security, privacy, and confidentiality of end user Data.
- Use modern and industry standard cryptography when storing or transmitting any end user Data.
- Maintain reasonable access controls to ensure that only authorized individuals that have a business need have access to any end user Data.
- Monitor your systems for any unauthorized access. Patch vulnerabilities in a timely fashion. Log and review any events suggesting unauthorized access.
- Plan for and respond to security incidents.
- Comply with relevant rules and regulations with regard to the type of data you are handling.
You must promptly report any security deficiencies in, or intrusions to, your Systems to Finconecta in writing via email to email@example.com. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with Finconecta to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, APIs, any of the Finconecta Offerings or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Finconecta in each instance.
You agree to display any attribution(s) required by Finconecta as described in the API Documentation. Finconecta hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display the Finconecta Marks for the purpose of promoting or advertising that you use the APIs. You may only use the Finconecta Marks in accordance with these Terms and for the purpose of fulfilling your obligations under this Section. In using the Finconecta Marks, you will observe the guidelines provided by Finconecta.
You may place advertisements on and around your Application. However, you may not:
- Place any advertisements within any of the Finconecta Offerings channels, and your advertisements may not resemble or be reasonably likely to confuse users as being a Finconecta Offerings message;
- Use Data or any content from Finconecta in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
- Use contact information obtained from Finconecta (including email addresses) to contact other users of any of the Finconecta Offerings users outside of the channels made available by Finconecta in such Finconecta Offerings without their express permission.
Usage Rate Limits
You will not attempt to exceed or circumvent limitations on access, calls and use of the APIs, or otherwise use the APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these Terms, the API Documentation or the rate limits set forth in any agreement executed between you and Finconecta that specifically regulates your use of the APIs.
Support and Updates
These Terms do not entitle you to any support for the APIs. To hire support services, you will need to enter into a specific service level agreement with Finconecta. You acknowledge that we may update or modify the APIs from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the APIs. Updates may adversely affect how the Applications communicate with the Finconecta Offerings and/or with third parties. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the APIs following an Update constitutes binding acceptance of the Update.
All license fees, maintenance and support and/or other payments in connection with your use or your developers use of the APIs will be due under the specific agreement that regulates your business relationship with Finconecta. You acknowledge and agree that such fee arrangement is made in consideration of the mutual covenants set forth in such agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth therein.
Collection and Use of Your Information
Intellectual Property and Feedback
You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the APIs, the Finconecta Offerings, and the Finconecta Marks and (b) you, or your developers, own all right, title, and interest, including all intellectual property rights, in and to the Applications, excluding the aforementioned rights in letter (a). You will use commercially reasonable efforts to safeguard the APIs and the Finconecta Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the APIs and the Finconecta Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the APIs, the Finconecta Offerings, or the Finconecta Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
Promotional and Marketing Use
In the course of promoting, marketing, or demonstrating the APIs and or the Finconecta Offerings that you use, Finconecta may produce and distribute incidental depictions, including screenshots, video, or other content from your Application, and may use your company or product name. You grant us all necessary rights solely for the purposes stated above.
Disclaimer of Warranties
THE APIs AND FINCONECTA MARKS ARE PROVIDED “AS IS” AND FINCONECTA SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FINCONECTA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FINCONECTA MAKES NO WARRANTY OF ANY KIND THAT THE APIs OR THE FINCONECTA MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
You agree to indemnify, defend, and hold harmless Finconecta and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your or your developers use or misuse of the APIs or Finconecta Marks, (b) your or your developers breach of these Terms, and (c) the Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE APIs; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR FINCONECTA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 30 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination
The term of these Terms begins when you access the APIs and will continue in effect until terminated as set forth in this Section or according to the terms and conditions of the specific agreement that regulates your business relationship with us. We may immediately terminate or suspend your access to and use of the APIs or your developers access to and use of the APIs, these Terms, any rights granted herein, and/or your licenses under these Terms, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the APIs and the Finconecta Marks. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms. You may terminate these Terms at any time by ceasing your access to and use of the APIs and the Finconecta Marks. You may only terminate these Terms pursuant to the previous sentence, if such manner of termination is allowed by the specific agreement that regulates your business relationship with us. If not, you may only terminate these Terms in the manner set forth in the termination provision of such agreement. Upon termination of these Terms for any reason all licenses and rights granted to you under these Terms will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the APIs and the Finconecta Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of these Terms will survive termination. Termination will not limit any of Finconecta’s rights or remedies at law or in equity.
You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time. You will be notified of modifications through direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications. However, any changes to the dispute resolution provisions set out below will not apply to any disputes for which the parties have actual notice on or before the date the modification is made available to you.
Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the internal laws of the State of Delaware, regardless of your country of origin or where you access the Finconecta Offerings, and without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to these terms or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Miami and County of Miami-Dade, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
At our sole discretion, we may require you to submit any disputes arising under these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
These Terms and any specific agreement that regulates your business relationship with Finconecta, constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Any notices to us must be sent to our corporate offices at 727 Crandon Boulevard, Suite #401, Key Biscayne, FL 33149, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.
This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.