MUFG Bank Ltd. and MUFG Bank Europe N.V. (“MUFG Bank Group”) stipulates the following Terms of Use for MUFG Bank Ltd., London Branch, MUFG Bank Ltd., Paris Branch, MUFG Bank Ltd., Milano Branch, MUFG Bank (Europe) N.V. Amsterdam Head Office, MUFG Bank (Europe) N.V. Vienna Branch, MUFG Bank (Europe) N.V. Brussels Branch, MUFG Bank (Europe) N.V. Prague Branch, MUFG Bank (Europe) N.V. Germany Branch, MUFG Bank (Europe) N.V. Poland Branch and MUFG Bank (Europe) N.V. Spain Branch (these “Terms of Use”) with respect to its provision of the COMSUITE API Service (defined in Article 1) to the users of that service (collectively and individually, the “User”).
COMSUITE API Service
MUFG Bank Group provides to the User a service (the “API Service”) which consists of the following: (i) the disclosure to the User of the specifications of the application programming interface developed by MUFG Bank Group and to which MUFG Bank Group holds all intellectual property rights, including copyrights, (the “API”) and the provision of information regarding the API and its specifications, including answers to questions from Users, through MUFG Bank Group’s API Service, and (ii) if the User registers through the procedure in the following Article, the provision of a sandbox environment for testing the connectivity of the application provided or operated by the User with the API (“API Connectivity Testing”), pursuant to these Terms of Use and any other restrictions imposed by MUFG Bank Group.
Please read these Terms of Use carefully before using the API Service. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. MUFG Bank Group is not liable for any damage incurred by the User as a result of that change. MUFG Bank Group will publish the modified Terms of Use on the API Service website.
Registration to the API Service
To enter MUFG Bank Group’s API Connectivity Testing sandbox environment on the API Service, the User must register by entering their desired user ID and other required information listed on the API Service (the “User Information”) for access. MUFG Bank Group reserves the right to approve registration requests and may reject applications in its discretion. MUFG Bank Group will provide reasons for any such rejection to the extent permitted under applicable law.
Any information that is provided in connection with registration must be correct and complete, and Users are responsible for maintaining such information up-to-date and accurate throughout the term of their registration. Upon successful registration, a User may be provided with access credential, passwords and other account information (the “Credentials”). The Credentials are, and will remain, the property of MUFG Bank Group and Users are granted a non-transferable license to use the Credentials for the sole purpose of participating in the API Service. Users must keep the Credentials confidential and may not sell, transfer, sublicense, or otherwise disclose their Credentials to any other person or use the Credentials for any other purpose. If a User becomes aware or suspects that the confidentiality of its Credentials has become compromised, it is obliged to inform MUFG Bank Group without undue delay. Users must not attempt to circumvent or modify any Credentials or other security mechanisms used by MUFG Bank Group in connection with the API Service, except as expressly permitted by MUFG Bank Group.
Rules governing use of the API Service
Users are responsible for all activities that occur during usage of their Credentials, regardless whether undertaken by a User or a third party. Users are obliged to comply with all legal requirements and refrain from creating content that is unlawful or otherwise objectionable, or any content that may be construed as such. Any activity on the API Service or in connection therewith must at all times be in compliance with the MUFG Bank Group Code of Business Conduct and Ethics, which can be found here.
Users are prohibited from, and will not engage, in any of the following activities:
| (1) | reproduce, alter or decompile, disassemble, or in any way reverse-engineer (i.e. analyzing the contents thereof and converting any content into a format readable by a third party, but inclusive of other similar acts) all or part of the API or any MUFG Bank Group system or program accessed through the API, except as required under applicable laws or regulations; |
| (2) | license, sell, lend, assign, disclose or lease to any third party all or part of any MUFG Bank Group system or program accessed through the API (including information related to the contents thereof); |
| (3) | delete or alter MUFG Bank Group’s copyright mark or any other rights-related markings on the API; |
| (4) | infringe the intellectual property rights of MUFG Bank Group, or any third party (including any other User of the API); |
| (5) | damage the property, credit or reputation of MUFG Bank Group, or any third party (including any other User of the API); |
| (6) | infringe privacy rights, portrait rights or other rights; |
| (7) | use MUFG Bank Group’s trademark, trade name, logo or other intellectual property without the prior written consent of MUFG Bank Group; |
| (8) | use the API or a derivative thereof for a purpose not provided for in Article 1, paragraph 1; |
| (9) | interfere with any internet access point; |
| (10) | cause significant load on MUFG Bank Group’s systems; |
| (11) | commit any act that conflicts with applicable laws and regulations and/or create reputational risk or cause reputational harm due to involvement in such acts; |
| (12) | interfere with a third party’s access to the API; |
| (13) | install a computer virus on, hack into, tamper with, or in any way gain unauthorized access to a website, server or other system operated by MUFG Bank Group; or in any way commit any act that constitutes a security threat to or breach of MUFG Bank Group’s systems; |
| (14) | violate public order and good morals or cause significant distress to another person; or |
| (15) | commit any act that is similar to any of the foregoing acts. |
Interaction with Users
MUFG Bank Group through the API Service may interact with Users to validate the reasons for certain access procedures within the API Service website and to achieve a steady improvement within the scope of the testing environment for the programming or API development. MUFG Bank Group reserves the right to contact Users on the basis of their stated or provided data.
Intellectual Property Rights
The API Service is and remains the property of MUFG Bank Group and is protected by applicable intellectual property laws. MUFG Bank Group grants a User, upon successful registration, a limited, non-exclusive, non-transferable, revocable and non-sub licensable right to use the API Service for the term of their registration to the extent necessary and for the sole purpose of participating in the API Service in accordance with, and within the scope of, these Terms of Use.
Users grant to MUFG Bank Group a limited and non-exclusive right to use the object code and other content that they may upload, or that they program, on the API Service for the duration of their registration, access and use of the API Service, to the extent necessary and for the sole purpose for MUFG Bank Group to operate the API Service. Users warrant that they have the intellectual property rights in any content uploaded to/or programmed on the API Service by them and that such content does not violate or infringe the intellectual property rights of any third party. Users remain solely responsible for any such content, and MUFG Bank Group disclaims any and all liability for such content. Users shall indemnify and hold harmless MUFG Bank Group from any costs or damages suffered by MUFG Bank Group as a result of a third party bringing or threatening any claim or action against MUFG Bank Group on the grounds that such content or any other material provided or used by Users in connection with the API Service infringes the intellectual property rights or other rights of any third party.
Information; Confidentiality
The information provided on the API Service or in connection therewith shall not constitute any investment, legal or tax advice. Any opinions are subject to change without notice. Opinions expressed may differ from estimates represented in other documents published by MUFG Bank Group. Comments are provided for informational purposes only and are given without any obligation, contractual or otherwise. No guarantee is offered as to the accuracy, completeness or appropriateness of the information or estimates relating to or in connection with the API Service.
If and insofar as a User gains knowledge of or receive confidential information in connection with the API Service, they must treat such information with strict confidentiality and they may not disclose the same to third parties. “Confidential Information” here refers to all MUFG Bank Group information labelled confidential or which would be treated as confidential by any reasonable third party. Users agree to protect such information from unauthorised access and to treat it with the same care with which they would treat their own confidential commercial information. This duty of confidentiality shall continue to apply for five (5) years as from the moment a User’s registration to the API Service ceases.
MUFG Bank Group will handle any personal information that it acquires through the User’s use of the API Service in accordance with MUFG Bank Group’s Personal Information Protection Guidelines, which can be found here along with our GDPR privacy notice which can be found here.
Termination of Registration
MUFG Bank Group may terminate a User’s registration and access to the API Service and the MUFG Content at any time without prior notice. A User’s registration will automatically be terminated if they breach any of these Terms of Use. Upon termination, any rights which are granted to Users under these Terms of Use will automatically cease. MUFG Bank Group will provide reasons for any such termination to the extent permitted under applicable law.
No Warranties; Limitation of Liability
The API Service and the MUFG Content are provided “as is”, and use of the API Service is entirely at a User’s own risk. MUFG Bank Group disclaims all warranties and does in particular not provide any warranty in respect to the API Service as being error free or with respect to its availability or accuracy. MUFG Bank Group shall only be liable to Users for intentional misconduct or gross negligence. Liability for ordinary negligence is excluded. MUFG Bank Group is neither liable for damages caused by third parties nor for indirect damage. Where a registration is terminated, MUFG Bank Group shall not be held liable for any damages incurred by Users or third parties. MUFG Bank Group excludes and disclaims all other liability to the extent permitted under applicable law.
Suspension of provision of the API Service
MUFG Bank Group may suspend the provision of all or part of the API Service if: (1) it is unavoidable for the purpose of maintenance or installation of MUFG Bank Group’s equipment or for the provision of the services; (2) a natural disaster, an unavoidable incident, or any other emergency has occurred or is likely to occur; (3) the API Service is not operating normally and it is significantly difficult to continue to provide the API Service; (4) it is significantly difficult to provide the API Service due to a compulsory disposition under laws, regulations, ordinances, orders or other legal constraints; (5) an incident of infection with a computer virus, hacking, tampering, or other unauthorized third-party access to a computer network, or an information leak or any other incident has occurred or is likely to occur; or (6) the User has breached or is likely to breach its obligations prescribed in these Terms of Use or the use of the API Service by the User is inappropriate.
If MUFG Bank Group suspends the provision of the API Service pursuant to the preceding paragraph, MUFG Bank Group will display a notice on the API Service website that MUFG Bank Group is suspending the provision of the API Service, the reason therefor, the date of suspension, and the period thereof, unless the suspension is determined to be urgent and unavoidable by MUFG Bank Group or the relevant information is not completely identified in advance.
MUFG Bank Group is in no way liable for any damage incurred by the User, a customer of the User, or another third party due to the suspension.
Exemption
The User shall be solely liable for all loss or damage directly or indirectly incurred by the User in connection with the use of the API Service (including infringement of a third party’s rights) and MUFG Bank Group does not owe any liability to the User or any third party for damages or otherwise.
Although MUFG Bank Group will make every effort to provide to the User an environment that enables API Connectivity Testing on the API Service, MUFG Bank Group does not guarantee the continuous availability of that such an environment, its suitability for the User’s purpose of use, or the accuracy of the results.
Although MUFG Bank Group will exercise reasonable care with respect to information contained in the specifications, manuals, Q&A, or other materials on the API Service, MUFG Bank Group does not guarantee the accuracy, appropriateness, or validity of that information.
Deletion of information
Although MUFG Bank Group will securely manage data stored in the API Service, the User acknowledges in advance that its data may be lost or deleted in unavoidable circumstances, such as an interruption in communication or future data restrictions.
Handling of inquiries
The User may make inquiries regarding the API Service to MUFG Bank Group through the API Service website.
MUFG Bank Group will handle any inquiry made under the preceding paragraph in good faith, but does not guarantee a response to all inquiries.
If the contents of an inquiry made by a User are determined to be important to improve the quality of the API Service, MUFG Bank Group may publish those contents on the API Service website or elsewhere.
MUFG Bank Group may outsource the task of responding to an inquiry to a third party. In that case, MUFG Bank Group may entrust the information of the User to that third party to the extent necessary.
Effectiveness and severability of these Terms of Use
If any of the provisions in these Terms of Use is determined to be invalid or illegal, the other provision of these Terms of Use will remain valid and unaffected thereby.
Obligations after termination of the use of the API Service
Even after the termination of the use of the API Service, the Terms of Use and any other provisions which by their nature are reasonably construed to survive termination will remain in effect between MUFG Bank Group and the User.
Miscellaneous
Should any provision of these Terms of Use be or become invalid, the validity of the Terms of Use as a whole shall remain unaffected. The invalid provision must be replaced by a valid provision within the context of the remaining contractual interpretation which corresponds to the economic intent and purpose of these rules as a whole.
These Terms of Use and any related contractual or non-contractual matters shall be governed by and construed in accordance with the laws of England and Wales. All issues, controversies and disputes arising out of or relating to these Terms of Use will be submitted to the courts of England and Wales.