Please ensure you read this carefully before proceeding. By clicking on the “I Accept” or “Agree” button or accessing or using Tribe’s Open Banking portal or APIs in Sandbox or Production, you are agreeing, as “User”, to the terms of this use agreement with Tribe Payments Ltd. (“Agreement”). If you do not agree with this, you should not access or use the Tribe Open Banking Portal or APIs.
a) Grant of Access. Tribe grants Users a limited, non-exclusive, non-transferable access
during the term set forth below, to use the APIs provided by Tribe Payments (“Tribe's API's”)
solely to allow Users to internally evaluate how its applications and services interoperate
with Tribe's API's. The use of Tribe's API's and Tribe Open Banking portal shall be in
accordance with Token’s documentation.
b) Limitations. Users are not permitted to: (i) reverse engineer, decompile or disassemble Tribe’s APIs; (ii) sublicense, rent, lease, lend or host the Tribe's API's to or for other parties; (iii) attempt to unlock or bypass any initialisation system, encryption methods or copy protection device incorporated in any part of the Tribe's API's and Tribe’s Open Banking platform; (iv) alter, remove or obscure any patent, copyright or trademark notice contained in the Tribe API's; (v) publicly disseminate any information regarding the performance of the APIs and Tribe Open portal platform; or (vi) attempt to create a substitute or similar service through use of, or access to, the Tribe's API's and Tribe Open Banking portal; or (vii) use the Tribe's API's in any productive manner or for any other purpose not expressly granted hereunder.
c) Ownership. The Tribe Open Banking portal and Tribe's API's are the proprietary and/or copyrighted property of Tribe Payments, who reserve all rights not expressly granted to the User herein.
d) Feedback. The User agrees to evaluate and test Tribe's API's and may, at its option, provide Tribe with any feedback to assist in future development of the Tribe API’s and Tribe Open Banking portal. Tribe may also collect certain technical information regarding the User’s use of the Tribe's API's for the purpose of improving Tribe's API's. The User assigns to Tribe all right, title, and interest in any feedback and written materials provided to Tribe related to the User’s use of Tribe's API's, exclusive of the User’s Confidential Information.
Tribe's API's and the Tribe Open Banking portal are made available to the User during the term free of charge.
This Agreement will take effect when the User selects the “Agree terms” button. Either Party may terminate this Agreement upon five (5) days’ written notice in the event the other Party fails to cure a breach of this Agreement within such period. Following termination of this Agreement, the User will immediately: (i) discontinue all use of Tribe's API's and Tribe Open Banking portal; and (ii) return any related Confidential Information.
“Confidential Information” means any and all information and materials disclosed or provided by the disclosing Party (“Discloser”) to the receiving Party (“Recipient”) that is marked as confidential or proprietary. Recipient shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, other than to its employees, consultants and agents who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. The recipient shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. The recipient shall not make any copies of the Confidential Information unless otherwise approved in writing in advance by the Discloser. Any such copies made shall be identified as the property of Discloser and marked “confidential,” “proprietary” or with a similar legend. The obligations of this Section 4 with respect to any item of Confidential Information shall continue for three (3) years from the date of Recipient’s receipt of such Confidential Information. The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information to the extent such Confidential Information: (a) is or becomes publicly known through no improper act or omission of Recipient; (b) was rightfully known by Recipient before receipt from Discloser; (c) becomes rightfully known to Recipient without confidential or proprietary restriction from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (d) is independently developed by Recipient without the use of or reference to the Confidential Information of Discloser. Notwithstanding the foregoing, the restrictions on disclosure and use shall not apply to (i) to the extent approved by Discloser or (ii) Recipient is legally compelled to disclose such Confidential Information; provided, however, that prior to any such compelled disclosure, Recipient shall give Discloser reasonable advance notice of any such disclosure and shall cooperate with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information
The User acknowledges that Tribe's API's and any test data may contain errors, omissions, and programming issues. Tribe Payments will have no obligation to correct any defects or programming issues in the Tribe's API's and any test data or to ensure that the Tribe's API's and test data operate properly. Users accept Tribe's API's and any test data “as is” and uses Tribe's API's and test data at its own risk. Tribe Payments makes no warranties hereunder and expressly disclaims all warranties, express or implied, including, without limitation, warranties of non-infringement, title, satisfactory quality, accuracy, reliability, merchantability or fitness for a particular purpose.
Users agree to comply with all laws and regulations including those regulations of the relevant financial Regulator. Users will defend, indemnify and hold Tribe Payments harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including reasonable legal fees), arising from or in connection with the User’s breach of any laws or regulations or any of the terms of this Agreement.
a) Applicable Law. This Agreement will be governed by, and construed in accordance with,
the laws of England and Wales without regard to its principals of conflict of laws.
b) Assignment. Users will not assign their rights or obligations under this Agreement without
the prior written consent of Tribe Payments.
c) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement will remain in full force and effect. d) Notices. All notices hereunder will be in writing and will be sent by overnight courier or regular mail to the Party’s principal office address.
e) Conflicting Terms. This Agreement constitutes the sole and complete agreement between the Parties with regard to its subject matter, may not be modified or amended except in writing, signed by both Parties, and supersedes all proposals, understandings, representations, prior agreements or communications relating to Tribe's API's and the Tribe Open Banking portal and the subject matter of this Agreement. This Agreement also supersedes any pre-printed terms contained on any purchase order or similar document issued by the User and any such terms will have no force or effect.