API Terms of Use

Last modified 12th January 2024

Important–read carefully:

These Application Programming Interface Terms of Use (“Terms of Use”) govern your access and use of the APIs provided by Nodeum S.A., its subsidiaries and affiliates (collectively, “Nodeum”). The guides, materials, references, software and other applications or services provided by Nodeum in association with the access and use of the Nodeum APIs, together with the Nodeum APIs themselves, are collectively referred to as a suite of “Nodeum API Services”.

By accessing or using the Nodeum API Services you confirm your agreement to be bound by these Terms of Use. The Nodeum APIs may also be subject to any other agreements you have with Nodeum, including those related to your use of business-specific APIs (“Supplemental Agreements”). Additionally, if you use the Nodeum APIs as an interface to, or in conjunction with, other Nodeum products and services, then the terms of those products and services (“Nodeum Product Terms”) also apply to you and your end users. If there is a conflict between these Terms of Use and the terms of a Supplemental Agreement governing your use of an Nodeum API or Nodeum Product Terms governing your use of Nodeum's products and services, those terms will control with respect to that conflict.

Collectively, we refer to these Terms of Use, any additional applicable terms (including terms in any Supplemental Agreements and any Nodeum Product Terms) and any other applicable policies and guidelines as the "Terms."

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND NODEUM.

Section 1. Access To APIs

A. Entity Access

If you are accessing Nodeum API Services on behalf of a company, entity, or organization (collectively “entity”), then you represent and warrant that you: (a) are an authorized representative of that entity with the authority to bind such entity to the Terms; (b) have read and understand the Terms; and (c) agree to these Terms of Use on behalf of such entity. All references to “you” in these Terms of Use shall also refer to that entity.

B. Registration & Credentials

To access the Nodeum API Services, you will be issued certain credentials, which may be required to access the Nodeum APIs. You may not make credentials available to others and only you may access the Nodeum API Services with the credentials provided to you. You will not misrepresent or mask your identity or your credentials when accessing or using the Nodeum API Services.

Section 2. User Of APIs

A. Your End Users

If you offer your application for use by others outside of your entity, you must maintain a user agreement and a legally compliant privacy policy for your application that is prominently identified or located where users download or access your application. You must immediately notify us in writing of any breach of your user agreement or privacy policy that impacts, or may impact, customers or users of Nodeum’s products or services.

B. Compliance

Access, implementation and use of the Nodeum API Services must be in compliance with all applicable law, regulation, third party rights (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws) as well as Nodeum’s instructions. You will only use the Nodeum API Services in connection with legally permissible activities and as described in the Terms.

C. API Limitations

Nodeum sets and enforces limitations on the use of Nodeum APIs. You will not circumvent, or attempt to circumvent, such limitations as they apply to each Nodeum API or as otherwise set forth in the Terms, except as approved in writing by Nodeum. Nodeum may limit the number or nature of network calls that you or your application may make. Nodeum may change such usage limits at any time with or without notice and may use any means to enforce its usage limitations or prevent overuse of the Nodeum APIs.

D. Open Source

To facilitate your Nodeum API integration, Nodeum may make certain Software Development Kit(s) (“SDK(s)”) and/or libraries available to you under a separate open source license. You agree that any Nodeum API integration facilitated with such open source SDK(s) and/or libraries remains subject to the Terms.

E. API Monitoring; Review

We may monitor your use of the Nodeum API Services for reasons including to improve the Nodeum API Services and identify security issues or ensure compliance with the Terms. We reserve the sole right to determine whether or not your use of the Nodeum API Services is acceptable including the manner in which the Nodeum APIs are integrated into Your Products (defined below). Nodeum may collect and use usage data and information related to your use of the Nodeum API Services.

Nodeum’s review, testing, or approval of your products or services does not constitute any representation or acknowledgement by Nodeum that Your Products and/or any content therein comply with the Terms, any laws, rules, or regulations, nor does it constitute any acceptance by Nodeum of any responsibility or liability in connection such products or services, or any content therein.

F. Revocation

If you do not comply with the Terms or if in our sole discretion believe that you have attempted to exceed or circumvent any of the prohibited uses or the additional requirements or limitations described in the Terms, your ability to use the Nodeum API Services may without notice be temporarily or permanently blocked or revoked.

G. Certain Prohibited Uses

Unless permitted by applicable law or any Supplemental Agreement(s) between you and Nodeum, you will not, and will not direct, encourage, or assist any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Nodeum API Services; (b) modify or make derivative works based upon the Nodeum API Services; (c) improperly use the Nodeum API Services, including creating Internet “links” to any part of the Nodeum API Services, “framing” or “mirroring” any part of the Nodeum API Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Nodeum APIs; (d) reverse engineer, decompile, modify, or disassemble the Nodeum API Services; (e) send spam or otherwise duplicative or unsolicited messages with the Nodeum APIs; or (f) use the Nodeum APIs to (x) display any offensive content or any content for which you do not have the right to share with Nodeum or to display or (y) distribute unsolicited advertising or promotions, or initiate any other communication or contact with Nodeum users or partners.

In addition, you shall not, and shall not direct, encourage, or assist any other party to, access or use the Nodeum API Services to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features or functionality thereof; (iii) launch or cause to be launched on or in connection with the Nodeum API Services a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Nodeum API Services; (iv) attempt to gain unauthorized access to the Nodeum API Services or its related systems or networks; (v) include any underlying Nodeum platform or product with competitors in any aggregated view i.e. webpage, app, software, etc.; (vi) aggregate Nodeum’s data with competitors’ data; or (vii) parse or scrape any of Nodeum’s data; in each case other than as explicitly permitted by Nodeum in writing. You will not share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the Nodeum API Services in any manner that is competitive to Nodeum, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Nodeum’s products and services.

Section 3. Ownership; License

A. Ownership

Nodeum owns all right, title and interest, including without limitation all intellectual property rights and other rights in and to its software applications (including but not limited to the Nodeum API Services), any intellectual property rights used in connection with the software applications, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing. All rights not specifically conveyed are retained by Nodeum.

B. Licenses

Subject to your compliance with the Terms, Nodeum hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license to access and use the Nodeum API Services for sole purposes of developing, testing, using, and maintaining an integration of your application with the Nodeum API Services.

Nodeum may produce and distribute incidental depictions, including screenshots, video, or other content from your API client, and may use your company or product name in the course of Nodeum’s worldwide promotion, marketing, or demonstration of the Nodeum API Services you are using; you hereby grant Nodeum all necessary licenses, on a royalty-free basis, for these purposes.

Subject to the rights granted to Nodeum and limitations herein, you reserve and retain sole and exclusive ownership of all right, title, and interest in, to, and under (a) your extensions and applications, and (b) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications, including all intellectual property rights arising therefrom or relating thereto (collectively, (a) and (b) are “Your Products”), to the extent Your Products do not infringe any of Nodeum intellectual property rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.

Section 4. Content

You are solely responsible for selecting all content made available through and contained in Your Products and for ensuring that such content complies with the Terms and any other requirements applicable to such content.

The Nodeum API Services may contain content owned by a third party. Nodeum shall not be held responsible for any third party content. This content accessible through Nodeum APIs and Nodeum products may be subject to the intellectual property rights of third parties. User-generated content obtained by Nodeum will be governed by Nodeum’s user generated content policy.

Section 5. Feedback; Attribution

A. Feedback

If you provide feedback or suggestions about Nodeum API Services, such information may be used for any purpose without obligation to you.

B. Attribution

Except where expressly stated, neither party grants the other party any right, title, or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Attributes”) and you will not make any statement regarding your use of an Nodeum API Service which disparages Nodeum or its business partners.

The documentation for the Nodeum API you use may include guidelines for providing attribution to Nodeum. You agree to provide any attribution in accordance with the guidelines and as further described in our Design Guidelines, which may be updated from time to time. You can use these resources but you must not make any changes or modifications to them.

Section 6. Privacy

A. Confidentiality

You may be given access to information that is confidential to Nodeum (“Nodeum Confidential Information”), which may include your credentials as well as any materials, communications or other information that are marked confidential or that would reasonably be considered confidential under the circumstances. You agree to use Nodeum Confidential Information only for the purpose of using the Nodeum API Services in accordance with the Terms, and, unless compelled by a court of applicable jurisdiction and you gave Nodeum written notice and a reasonable chance to defend its interests prior to such court compelled disclosure, you agree to not disclose any Nodeum Confidential Information to any third party without Nodeum’s prior written consent.

B. Security

You agree to implement and maintain appropriate technical, physical, and organizational measures to protect Nodeum Data and Nodeum Confidential Information against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.

Nodeum Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own or any party under your control.

Section 7. Term; Termination and Survival

A. Term; Termination

These Terms of Use will apply for as long as you access and use the Nodeum API Services. You may terminate these Terms of Use at any time by giving us notice and ceasing to access and use the Nodeum API Services. Nodeum at its sole discretion may terminate these Terms of Use at any time, including if it determines that you have violated or attempted to violate the Terms. These Terms of Use will terminate automatically in the event the Nodeum APIs you use are no longer made available to you, if your Supplemental Agreement with Nodeum is terminated or expires, or if any representations you make herein are deemed or found to be untrue.

Upon termination of these Terms of Use, you will immediately stop using the Nodeum APIs, cease all use of the Nodeum intellectual property and delete any cached or stored content and any Nodeum Data (including any Nodeum Confidential Information). Nodeum reserves the right to contact your end users to notify them of the termination of your right to use the Nodeum APIs and the Nodeum API Services.

B. Survival

The provisions set forth in these Terms of Use that, by their nature, should survive termination or expiration of these Terms of Use, will survive any expiration or termination of these Terms of Use.

Section 8. Relationship Of Parties

The relationship of the parties is that of independent contractors. These Terms of Use do not create a partnership, joint venture, franchisee or other similar relationship. Neither party will make a public statement that suggests partnership with or sponsorship or endorsement by the other party without such party’s prior written approval.

The parties’ obligations under these Terms of Use are non-exclusive. Unless otherwise agreed upon separately in writing, neither party is precluded from marketing, licensing, positioning, providing and distributing its own products and services through other alliances, programs or partners. Nothing in these Terms of Use prohibits or restricts either party’s right to develop, make, use, market, license, position, provide and distribute products or services similar to or competitive with those of the other party as long as it does not breach, or attempt to breach, these Terms of Use.

Section 9. Representations; Indemnification; Disclaimer; Limitation Of Liability

A. Representations

You hereby represent and warrant that you have all authority necessary to bind yourself (including your entity) to these Terms of Use and that you are not prohibited from accessing or using the Nodeum API Services in the country in which you reside. If, at any time, you do not have authority, are legally prohibited, or do not agree to these Terms of Use, then these Terms of Use are automatically terminated, and you must discontinue all access and use of the Nodeum API Services immediately.

You further represent and warrant that (a) you have the right to distribute, or otherwise make available Your Products to your end users, (b) such products comply with all applicable local, state, federal and international laws and regulations as well as applicable terms of service and privacy notices and (c) Your Products do not and will not infringe the rights of any third party.

B. Indemnification

You agree to indemnify and hold Nodeum and its officers, directors, employees, and agents harmless from and against any and all claims, demands, losses, liabilities, and expenses (including legal fees), arising out of or in connection with: (a) your use of the Nodeum API Services or information obtained through your use of the Nodeum API Services; (b) your breach or violation of the Terms or (c) your violation of the rights of any third party, including with respect to any third party content.

C. Disclaimer

THE NODEUM API SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NODEUM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS OF USE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, NODEUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE NODEUM API SERVICES OR ANY INFORMATION REQUESTED OR OBTAINED THROUGH THE USE OF THE NODEUM API SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE NODEUM API SERVICES, AND ANY INFORMATION REQUESTED OR OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

D. LIMITATIONS

WHERE PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NODEUM OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDING OFFICERS OR DIRECTORS) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, ARISING FROM YOUR USE OF THE NODEUM API SERVICES, REGARDLESS OF WHETHER YOU OR SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. NODEUM’S AGGREGATE LIABILITY UNDER THESE TERMS OF USE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Section 10. Support And Maintenance

Nodeum may provide documentation, functional and technical design documents, and other documents that may be relevant or useful in using Nodeum API Services. Nodeum has no obligation to provide any maintenance, support, or training for set-up or use of any Nodeum API Services.

Section 11. Modifications

Nodeum in its sole discretion may modify, update or discontinue the Nodeum API Services. Nodeum may also impose additional limits on certain features and services or restrict your access to parts or all of the Nodeum API Services without prior notice or liability. While we can provide no guarantee, we will try to ensure that future versions of the Nodeum APIs are backwards compatible to the immediately preceding version.

Nodeum may amend these Terms of Use from time to time. Amendments will be effective upon Nodeum’s posting of such updated Terms of Use at this location or in the amended policies or documentation related to the Nodeum APIs. Your continued access or use of the Nodeum API Services after such posting confirms your consent to be bound by these Terms of Use, as amended.

Section 12. Miscellaneous

If you are using the Nodeum APIs or Nodeum API Services, these Terms of Use will be governed by the laws of Belgium, without regard to conflicts of law principles, and all claims arising out of or relating to these Terms of Use will be brought exclusively in the court of Liege, Belgium. These Terms of Use were drafted in English and the English-language version shall control in the event of a conflict with any translated version. You may not assign any of the rights or obligations under these Terms of Use, by operation of law or otherwise, without the prior written consent of Nodeum. Any attempted assignment in violation of this paragraph is void. Nodeum may exercise its rights herein in its sole discretion and without prior notice. The Terms constitute the entire agreement among the parties with respect to the subject matter and supersede and merge all prior proposals, understandings and contemporaneous communications. Any delay by Nodeum in enforcing any of its rights under these Terms of Use, including with regard to your non-compliance, shall not constitute a waiver of Nodeum’s rights to future enforcement of its rights under these Terms of Use. If any part of these Terms of Use are determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be restated and enforced to the maximum extent permissible and the remaining provisions of these Terms of Use will remain in full force and effect.