Union Bank of India (UBI) offers you to use its Application Program Interface ("API") through the UBI Innovation Centre portal to enable you to enhance your products and services offerings to your concerned customers. By accepting this, you (“User”) and your controlled affiliates, wherever applicable, agree to enter into a legally binding agreement with UBI and its affiliates (collectively called ‘UBI’ or ‘Bank’) regarding use of UBI’s API Content, Marks (each as defined below) API Data and Application Programming Interface (“API”). The terms and conditions governing such use of UBI Innovation Centre portal and its API are as under:The terms and conditions governing such use of UBI Innovation Centre portal and its API are as under:
1.1 “Affiliate” means, with respect to either party, any partnership, joint venture, corporation, limited liability company, association or other legal entity, however organized (a “Person”) that now or hereafter directly or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with the party in question. For the purpose of this definition, “control” together with grammatical variations when used with respect to any Person, shall mean the power to direct the management and policies of such Person; directly or indirectly.
1.2 “APIs or Mock APIs” means those APIs (“API”) made available via the UBI Innovation Centre portal which contains dummy data and are not linked to production environment and access to which is provided to you.
1.3 “API Content" means data or information made available by the Bank or delivered through a particular API, subject to the terms and conditions identified below.
1.4 “API Data” means any data or other content that UBI make available on or through the UBI Portal.
1.5 “API Key” means the unique API Key that UBI issue to you to enable your App to access an API.
1.6 “App” means any software application that you develop, or intend to develop, through the use of an API.
1.7 “Innovation Centre portal” refers to the online portal which UBI will make available to enable access to APIs and an Innovation Centre for application development.
1.8 “Data Set” means any data set forming part of the API Data.
1.9 “Your Content” means information, material or other works (including any App and computer code forming part of such App) which is available on the Union Bank Innovation Centre portal and which is developed, created or placed on the Union Bank Innovation Centre portal by you.
1.10 “Innovation Centre” here means a testing environment that isolates untested code changes and outright experimentation from production environment. It can be used to mimic the characteristics of production environment and create simulated responses from all APIs the application relies on.
1.11 'Site' mean UBI Innovation Centre portal and it’s associated APIs.
1.12 ‘API Terms of Use’ mean these terms and conditions contained herein including any amendments, modifications therein.
1.13 Bank at its sole discretion may amend, add to, supplement or replace these API Terms of Use, functionality or features available on the UBI Innovation Centre portal from time to time by publishing any such amendment, addition, supplement or replacement on the UBI Innovation Centre portal (and you should check for any such amendment, addition, supplement or replacement each time you log on to the Innovation Centre portal). Where possible UBI will provide prior notice of such action, but UBI reserves the right to do so without prior notice. Modifications and changes to the UBI Innovation Centre portal may affect your use of the UBI Innovation Centre portal and UBI will not be liable for any loss or damage resulting therefrom. Your use or access of the Innovation Centre portal, APIs or any API Data after any such amendment, addition, supplement or replacement has been made shall constitutes your acceptance of such amendments, additions, supplements or replacements without any claim/ rights for loss, damages whatsoever against Bank.
(a) You represent and warrant that you have the authority to bind yourself and your organization to these API Terms of Use and also to acknowledge the acceptance of these API Terms of Use on your behalf and your organization .
(b) You (including organization ) will ensure that all of your employees, contractors and agents are aware of, and comply with these API Terms of Use and will be liable for all acts and omissions of any person to whom you allow access to the Innovation Centre portal.
(c) To gain access to the Innovation Centre portal, after you have provided UBI with certain required information, UBI may in its discretion elect or reject to send you an invitation email without giving any reason for the same. You must ensure that any information you provide in relation to is correct and complete and also to keep such information up to date and accurate throughout the term. The said invitation email will have login credentials assigned to you, which will allow you to create your online developer account for the purpose of necessary access to the APIs/Mock APIs shared by UBI. The login credentials assigned to you shall be confidential in nature, which cannot be shared or divulged with any unauthorized person in any manner whatsoever.
(d) On your successful registration you will be granted a limited, non-exclusive, non-transferrable, revocable and non-sublicensable right to use the Innovation Centre portal which is for the sole purpose of enabling you to use the same in accordance with the API Terms of Use and recoded herein.
(e) Once you have been registered in the UBI Innovation Centre portal and wish to access and use the APIs release by UBI, you will need to apply separately for an API Key. The API Key allotted to you shall be proprietary and confidential to Bank, you are not permitted or authorized to share or copy or reverse engineer the APIs, keys or data provided on the portal the same in any manner whatsoever . On a case-to-case basis, UBI may grant you access to certain APIs and related software that UBI make available through the Innovation Centre portal, as well as relevant API/integration documentation. An API Key for an App will, initially, allow you access to our Innovation Centre environment, which contains mock data. You will need to apply for:
(i) A new API Key for each new App;
(ii) Our approval, and, if UBI require it, a new API Key, for each update or new version to or of an App; and
(iii) Our approval each time you move an App from the Innovation Centre environment to the production environment, which allows access to production data.
(f) UBI may require certain additional information, documentation or clarification in respect of any Application(s) you make for an API Key shared by UBI and/or for approval of UBI and you shall provide such information, documentation or clarification to the satisfaction of the Bank. UBI in its sole and exclusive discretion, reserves the right either to proceed with or not to proceed with your Application(s) which you have made for API Key allocated to you, until you have provided such information, documentation or clarification to the satisfaction of Bank. In such case UBI may take into account the nature and purpose of your App and background of you and/or your company/employer/agent in considering any Application(s) you make.
(g) You must comply with and act in accordance with all instructions and other requirements as stated on and/or made available by UBI in relation to the Innovation Centre portal. You must also comply with all legal requirements and refrain from creating content that is unlawful or otherwise objectionable, or that may harm UBI’s reputation or the integrity of the financial system.
(h) You shall not use any content on the UBI Innovation Centre portal for any purpose other than in accordance with these Terms and shall restrain from doing anything which may have any adverse effect on operation or security of Innovation Centre portal, its services and/ or systems.
UBI may also require that Your Application(s) made for API Key allocated to you, must comply with certain privacy policies, end user obligations, and procedures that UBI will stipulate from time to time. Further, your Application(s) including its development processes will be subject to an audit and must employ secure techniques and rigorous testing parameters.
You must keep all/ any API Key, issued by UBI, secure, and only use it for the organisation on whose behalf you agreed to these API Terms of Use or, if you are not an individual acting on behalf of an organisation or in your capacity as an employee or contractor of an organisation, only use it yourself, and must not disclose or transfer the API Key to, or otherwise allow the API Key to be used by, anyone else. You acknowledge and agree that UBI may independently create apps, content, and other products or services that may be similar to or compete with your Application(s) and their content. Nothing in this Agreement will restrict or prevent UBI from creating and fully exploiting such apps, content, and other items, without any obligation to you.
Further, you agree the followings: (i) Not to Reverse engineer, reverse compile, decrypt, deobfuscate, unmask, or reverse assemble all or any portion of this website, any Developer Content or any Developer Token (as defined below); or (ii) Not to distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party any Developer Content to which you have access under these terms unless otherwise specifically authorised in writing by UBI.
The contents of the Site are distributed to you without any warranty of any kind. UBI and the third party content providers disclaim any and all warranties. Information on the Site is provided on an "as is" and "where is" basis and to the fullest extent permitted by law. UBI do not give or make any warranty or representation of any kind, whether express or implied in respect of such information or in respect of the Site. Your use of the Site is at your sole risk and consequences and UBI including its officials, employees, agents shall not be held liable or responsible in respect of any loss, cost or expenses incurred or suffered by you in any manner whatsoever. Whilst the data provided through this Site’s APIs is as accurate, comprehensive and up-to-date as reasonably practicable, no warranty, expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability or usefulness of any information. UBI do not warrant the accuracy, adequacy, completeness or timelines of the information, material, products and services or the error-free use of the Site. UBI shall not be liable for any damages, losses or liabilities including without limitation, direct or indirect, special, incidental, consequential damages, losses or liabilities, in connection with your use of the Site or your reliance on or use or inability to use the information, materials, products and services on the Site, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, or line or system failure, even if you advise us of the possibility of such damages, losses or expenses. Your use of hyperlinks on the Site is at your own risk. UBI may provide hyperlinks to other locations on the Internet for information and convenience purposes only. No endorsement of third party web sites or content is implied. UBI is not responsible for the content of any other web sites or pages linked to or from the Site or any local Site. UBI have not verified the content of any such web sites, or pages. You may view the linked website's terms or privacy notice pages to understand how use of that website may affect you. You hereby agree and acknowledge that, UBI shall not be under any obligation of any kind whatsoever with respect to accept or use any Application(s) developed or made by you using API Keys allotted to you by accessing or using the Innovation Centre portal, merely by virtue of you are permitted and allowed to access and use Innovation Centre portal. UBI shall have express right and liberty to allow similar access or use to Innovation Centre portal to any other third party or user and mere acceptance of these API Terms of Use by you shall not be construed that UBI has allowed you to access to Innovation Centre portal on exclusivity basis. You also agree and acknowledge that, unless and until a definitive agreement have been executed and delivered between the Parties, with respect to acceptance and use of Application(s) developed by you on the basis of API Key allotted by UBI, there shall be no obligation on UBI to accept any such Application(s) developed or made by you.
Bank shall have right, at its sole and exclusive discretion, to terminate your access to the Innovation Centre portal, the APIs and any API Data anytime without giving any reason thereof. Bank shall also have right, at its sole and exclusive discretion, to immediately suspend or terminate your access to the Bank Developer Portal, the APIs and any API Data (or any element of them) if there is breach of API Terms of Use by you, or if there are reasonable grounds to believe, in our sole and exclusive discretion, that you have breached these API Terms of Use. The decision of UBI in this regard shall be final, conclusive and binding on the parties. If you remain inactive on the Innovation Centre portal for 30 days then the account will be suspended.
UBI own all rights, title and interest (including any intellectual property rights) in and to the UBI Innovation Centre portal (including any content on it, other than Your Content), the APIs and API Data and all other software and systems used by us in connection with the API and have the right to terminate your access to the Innovation Centre portal, the APIs and any API Data anytime. You must not promote or use your App or any API Data or any goods and services associated with your App or any API Data which implies or suggests your application or those goods and services are endorsed by or in any way affiliated with us, or any of our related companies affiliates You must not use any of our trademarks, logos or brands without our express written approval. You will comply with any guidelines issued by us regarding use of our trademarks, logos or brands. UBI may revoke any approval given in relation to our trademarks, logos or brands at any time. Nothing in these API Terms of Use grants or transfers to you any intellectual property rights or other interest in any of our trademarks, logos or brand. You also shall not claim or in any way imply in any advertising that your Apps are created, certified, sponsored, or endorsed in any manner by bank. You cannot refer to bank or the Innovation Centre portal in advertising, publicity releases, or promotional or marketing publications or correspondence to third parties without, in each case, securing our prior written consent. You warrant that you have the intellectual property rights to any app or content you have added to the Innovation Centre portal, and that such app or content does not violate or infringe the intellectual property rights of any third party. You remain solely responsible for any such content, and UBI disclaims any and all liability for such content. You will indemnify and hold UBI harmless from any costs or damages suffered by UBI as a result of a third party bringing or threatening any claim or action against UBI on the grounds that such content or any other material provided or used by you in relation to the UBI Innovation Centre portal infringes the intellectual property rights or other rights of any third party.
You agree to indemnify, defend and hold harmless Union Bank of India, its affiliates, directors, officers, representatives, employees and agents (collectively, the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation reasonable attorneys’ fees and reasonable disbursements at actual) (collectively, “Loss”) incurred by the Indemnified Persons, to the extent directly suffered (excluding consequential or special losses), as a result of use of API through UBI Innovation Centre portal or arising from or in connection with or relating to any matter inconsistent with or any breach or inaccuracy of any representation, warranty, covenant or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by them under this API Terms of Use or non-observance / non-compliance of any applicable laws, rules and regulations.
Whatsoever the knowledge or confidential information you gained or received while having access or using the Innovation Centre portal, you must treat such information with strict confidentiality and shall not disclose the same to third parties. You shall not disclose any such data or Confidential Information except to its employee if and to the extent they need to know such confidential information to perform the obligation in accordance with these terms and provided that for not any purpose other than covered herein. You shall use best endeavours to prevent the disclosure or access to the confidential information to any third party and shall use reasonable degree of care to protect all such confidential information and in any event not less than the degree of care in accordance with the security and privacy standard/ policy of the Bank. You shall immediately report to us the occurrence of any Cyber Incident that has compromised our information or data. In such report you shall identify (i) the nature of the unauthorized use or disclosure, (ii) the information used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what you have done or shall do to mitigate the effects of the unauthorized use or disclosure, and (v) what corrective action you have taken or shall take to prevent future similar unauthorized use or disclosure. You agree to fully reimburse and hold us harmless promptly and without any demur, in respect of all costs, expenses, damages and liabilities arising out of or in any manner connected with a Cyber Incident. The obligation for confidentiality and data protection shall be observed by you both during the continuance as well as termination of these terms.
The interpretation, validity and performance of these API Terms of Use shall be governed under the laws of India. The courts at Mumbai shall have exclusive jurisdiction in respect of any dispute arising out of or in connection with these API Terms of Use and access or usage of Innovation Centre portal. UBI is absolved of any liability arising, direct or indirect, for non-compliance with the laws of any country other than India from where the Innovation Centre portal is accessible.
In case any provision of these Terms is or becomes illegal, invalid or unenforceable, the legality, validity or enforceability of any other provision will not be affected.
If you do not comply with these Terms and UBI does not take action immediately, this doesn’t mean that UBI waives any rights.
UBI may transfer its rights and/or obligations under these Terms to a third party. Your rights and obligations under these Terms cannot be transferred or assigned.