B. By using the Open Banking APIs site:
In consideration of granting you access to Open Banking APIs you agree as follows:
3.1 When you post content to the Open Banking APIs site, you grant to us with respect to such content a royalty-free, perpetual, non-exclusive, worldwide, fully and freely transferable and sub-licensable, irrevocable right and licence to use, store, copy, edit, modify, adapt, publish, reproduce, otherwise exploit, or display such content for any reason and in any manner we choose, in any form, medium or technology, without restriction and without compensation of any kind to you, and you waive all moral rights in such content.
3.2 You acknowledge that we (or our licensors) own all legal right, title and interest in Open Banking APIs site (including its look and feel) and in the APIs, API Materials (including without limitation all modifications and enhancements to the same). We (or our licensors) reserve all rights in and to Open Banking APIs site. You must not place or create any claims, liens, or encumbrances on Open Banking APIs site (including APIs, API Materials contained within Open Banking APIs site). You acknowledge that we are the owner or the licensee of all Intellectual Property Rights in material published on Open Banking APIs site (including for the avoidance of doubt any comments posted by other developers on the forums). Those works are protected by copyright laws and treaties around the world. All such rights are reserved. To the extent any such Intellectual Property Rights vest in you, you hereby assign to us with full title guarantee by way of present and future assignment all right, title and interest, whether legal or beneficial, in all such Intellectual Property Rights throughout the world absolutely and to the fullest extent possible.
3.3 You cannot (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to Open Banking APIs site in whole or in part.
3.4 You may print off one copy, and may download extracts, of any page(s) from our Open Banking APIs site for your own use and you may draw the attention of others within your organisation to content posted on Open Banking APIs site.
3.5 You may print off one copy, and may download extracts, of any page(s) from our Open Banking APIs site for your own use and you may draw the attention of others within your organisation to content posted on Open Banking APIs site.
3.6 Our status (and that of any identified contributors) as the authors of content on Open Banking APIs site must always be acknowledged.
3.8 We have the right to modify these Terms and Conditions. Usage of the site is bound by the new Terms and Conditions once issued,
3.9 The information contained is not guaranteed, may be outdated and may not be accurate, but serves as an initial pointer and guide. Users should perform their own research.
3.10 You will not provide access to any other entity other that has not separately agreed to these Terms and Conditions.
4.1 Your Obligations and Warranties
You warrant, represent and undertake that:
4.2 Our Obligations and Warranties
5.1 We may at any time and in our sole discretion modify, replace or upgrade the functionality, content or properties of Open Banking APIs site (or any APIs, API Materials contained within Open Banking APIs site) ("Modifications").
7.2 You consent that we may use, store, republish and copy any Personal Data that you upload to Open Banking APIs site (including in any forum comments) and that we may distribute and make it available to third parties in accordance with the licence granted in Clause 3.1.
7.3 We will not be responsible, or liable to you for any Personal Data that you publish on Open Banking APIs site.
7.4 You acknowledge that any Personal Data that you upload to Open Banking APIs site must comply with Laws governing the transfer of such Personal Data.
7.5 You acknowledge and agree that Personal Data may be transferred or stored outside the EEA or the country where you are located, and/or hosted and processed by a third party, in order for you to access and receive the benefit of Open Banking APIs site, APIs and API Materials.
8.1 You agree that the transmission of data via Open Banking APIs site is subject to human error, machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. We will not be liable for any such errors, omissions, delays, or losses, unless caused by our wilful misconduct.
8.2 When you access data (e.g. a guide, comment, or attachments to a guide or comment) on Open Banking APIs site, a copy of that data may be copied to your computer (“cached”). Once pages and/or data has been cached on your computer, that data is beyond our control, and may be accessible to anyone with access to your computer. You assume all liability associated with any data cached on your local computer. We advise that you empty your web browser cache when you log out of Open Banking APIs site.
8.3 Open Banking APIs site should only be used as a resource for accessing information, not a resource for information storage. You should implement security measures, to a level of good industry practice, to limit the impact of data loss (such as corruption or virus infection).
9.1 Each Party must:
9.2 Either Party may disclose or allow disclosure of the other's Confidential Information:
11.2 To the greatest extent permitted by Law, in no event will we or our third party providers be liable for any liabilities or losses (including Indirect Loss) whether based on contract, tort or any other legal theory, even if we have been advised of the possibility of such damages.
11.4 If a claim is made against us, you must assist us in the handling of the claim and we shall be entitled to settle, or otherwise deal with, such claim in our sole discretion.
12.2 Without prejudice to Clause 12.1, we may terminate or suspend access to Open Banking APIs site if in our sole reasonable opinion, we have a legitimate concern about your access to Open Banking APIs site.
14.1 Law and Compliance: You must at all times comply with all applicable Law.
14.4 Assignment: You are not entitled without our prior written consent to:
14.8 Entire Agreement: Nothing in Clauses 14.6 and 14.7 shall operate to exclude any liability for fraud.
"Account" means your access to the content on the Open Banking APIs site.
"Anti-Bribery and Corruption Laws" means directly or indirectly, making, offering, promising or authorising any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or receiving or retaining any funds in violation of the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the (UK) Bribery Act of 2010, or any other anti-corruption law).
"Anti-Money Laundering Laws" means applicable laws or regulations that relate to money laundering, counter-terrorist financing, or record keeping and reporting requirements in any jurisdiction in which you are located or doing business.
"Application" means your smartphone or tablet software application or mobile website that is developed by you, or on your behalf, to interact with API Materials and API(s).
"API Materials" means all information made available to you by us in respect of an API, including:
"Business Day" means any day other than Saturday, Sunday or a bank holiday in England.
For the avoidance of doubt the details contained within Open Banking APIs site (and any API Materials, or APIs contained within Open Banking APIs site) shall constitute our Confidential Information.
"Indirect Loss" means all consequential loss including all consequential economic loss and loss of profit, revenue, margin, use, production, opportunity, contract, goodwill, business or anticipated savings.
"Intellectual Property Rights"or "IPR" means any right, title or interest in:
"Law" means any applicable statute, subordinate legislation, by-law, mandatory code, regulation, order or applicable judgment of a relevant court of law.
"Loss" means any kind of loss or damage, including any cost, expense (including legal fees), payment, liability (including contingent and prospective liabilities), claim, judgment, demand or other liabilities.
"Personal Data" has the meaning ascribed to it in the Data Protection Act 1998.
“Sanctions” has the meaning given to it in clause 4.1(h)(iii).
"Sanctions Authority" means any relevant government, agency or legislature in the U.S., the UK, the European Union or its member States, or other relevant jurisdiction, including but not limited to: the U.S. Treasury Department’s Office of Foreign Asset Control, the U.S. State Department, the United Nations Security Council, the European Union, and Her Majesty’s Treasury.
"we", "us", "our" means Opening Banking API.