Introducing

CBDC INNOVATION KIT

Unlock the possibilities with Digital Cash
Learn more
cbdc-banner-image-min
Introducing
CBDC HACKATHON KIT
Design Your CBDC Hackathon with Us!
Learn More
INTRODUCING
CBDC INNOVATION KIT​
Unlock the possibilities with Digital Cash
Learn More
Previous
Next
FSP API Policy Vinil July 24, 2023

FSP API Policy

Last Updated: 17th July 2023
Please read this Financial Services Providers API Policy (together with the Payment Policy, as defined below, the “FSP API Policy”), the Terms (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully. This FSP API Policy is between EMTECH SOLUTIONS Inc. (“EMTECH”, “we”, “us” or “our”) and you [in your capacity as a financial technology business user] (“you”, “your” or “FSP”) of the application programming interfaces and associated publisher tools and documentation (collectively, the “APIs”) made available on the Platform (as defined in the Terms). This FSP API Policy governs the terms under which you may access and use the APIs and transmit content and information through the applicable APIs (such content, the “Content”).
EMTECH offers various types of APIs on the Platform, including test versions (“Test APIs”) and live versions (the “Live APIs”), and you acknowledge and agree that the Test APIs and Live APIs have separate license rights and permitted use cases, as further described below. On the Platform, EMTECH will label the APIs, including as Test APIs and Live APIs, and will grant access to the Live APIs in limited circumstances, also as further described below.
  1. Incorporation of Terms. This FSP API Policy is offered under and subject to all of the terms and conditions of the Terms. You also acknowledge and agree that the APIs and Content that you transmit are also subject to additional terms applicable to a given API posted on the Platform (the “Additional API Terms”). If there is a conflict between the Terms, this FSP API Policy and Additional API Terms, the following order of precedence will apply: the Terms, this FSP API Policy except with respect to additional use restrictions and limitations (in which case the Additional API Terms will control for those additional terms), and Additional API Terms, if any. If you are accessing and using the Platform in your capacity as a regulator or central bank account holder (each, a “Regulator”), whether a hosted version or local version of the Platform, then your use of the Platform is subject to the Master Agreement between you and EMTECH, and this FSP API Policy does not apply to you.
  2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Platform and APIs, for information on how we collect, use and share your information.
  3. Agreement to FSP API Policy. By accessing and using the APIs, you agree to be bound by this FSP API Policy. If you don’t agree to be bound by this FSP API Policy, do not access or use the APIs. If you are accessing and using the APIs on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this FSP API Policy and the execution, delivery and performance of this FSP API Policy have been duly authorized by all necessary actions (and do not violate the applicable entity’s organizational documents).
  4. Changes to the FSP API Policy or the Platform. We may update this FSP API Policy from time to time in our sole discretion. If we do, we’ll let you know by posting the updated FSP API Policy on the Platform, and/or may also send other communications. It’s important that you review this FSP API Policy whenever we update it or you use or access the APIs. If you continue to use or access the APIs after we have posted an updated FSP API Policy, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not access or use the APIs anymore. Because our APIs are evolving over time we may change or discontinue all or any part of the APIs, at any time and without notice, at our sole discretion.
  5. Eligibility. In order to access the APIs you must create an account with EMTECH. In addition, you may be required to provide certain information (such as identification or contact details or verification of onboarding requirements) as part of the registration process for the APIs, or as part of your continued use of the APIs, in each case, which may be updated by EMTECH from time to time. Any registration information you provide to EMTECH must always be accurate and up to date and you’ll inform us promptly of any updates. You will not misrepresent or mask your identity when using or accessing the APIs.
  6. Payment. EMTECH may charge fees (and applicable taxes) to FSPs for use of the APIs via the Platform. More information about when fees apply and how they are calculated, and your related payment obligations can be found on the Terms and our Pricing Policy (as defined in the Terms). Except as otherwise provided on the Pricing Policy, APIs fees are non-refundable. EMTECH reserves the right to change the fees at any time, and if it does so, EMTECH will communicate updates to the Payment Policy pursuant to Section 4.
  7. Ownership. As between you and EMTECH, EMTECH (and its licensors) owns all rights, title and interest in and to APIs and other Services, including all intellectual property and proprietary rights therein and thereto. Any rights with respect to the APIs and other Services not expressly granted by this FSP API Policy are reserved by EMTECH.
  8. Regulatory Sandbox APIs
    1. Test APIs. Subject to the terms and condition of this FSP API Policy, EMTECH grants to you a revocable, non-exclusive, limited, non-transferable and non-sublicensable right to access and use the Test APIs solely for your internal testing purposes, including for testing the integration functions of the Test APIs, and solely in strict accordance with this FSP API Policy. Without limiting Section 15, in connection with the foregoing license for the Test APIs, you may only transmit pseudo or dummy Content.
    2. Live APIs. The Platform will offer opportunities to you to submit certain information (in addition to what is contemplated in Section 5) for a Regulator’s approval so you can access and use the Live APIs to integrate your systems and applications for the purpose of complying to data reporting requirements from the regulator . Following a Regulator’s written notification to EMTECH that you have been approved for the Live API Purposes, as determined in the Regulator’s discretion, EMTECH will issue to you an API key to access and use the applicable Live API. Upon receipt of the API key, subject to the terms and condition of this FSP API Policy, EMTECH grants to you a revocable, non-exclusive, limited, non-transferable and non-sublicensable right to use the Live APIs solely for the Live API Purposes, and solely in strict accordance with this FSP API Policy.
  9. CBDC Simulator APIs The platform will offer opportunities to access simulated CBDC tokens for the purpose of innovation projects and feasibility testing. Subject to the terms and condition of this FSP API Policy, EMTECH grants to you a revocable, non-exclusive, limited, non-transferable and non-sublicensable right to access and use the CBDC simulator APIs solely for your internal testing purposes, s, including for testing the integration functions of the Test APIs, and solely in strict accordance with this FSP API Policy. Without limiting Section 15, in connection with the foregoing license for the Test APIs, you may only transmit pseudo or dummy Content.
  10. API Limitations. For the avoidance of doubt, you will only access and use (or attempt to access and use) an API by the means described herein and in the Additional API Terms. In addition, EMTECH may set and enforce limits on your use of the APIs (such as limiting the number of API calls that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain EMTECH’s express consent (and EMTECH may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact EMTECH, as further described in Section 20.
  11. Confidential Matters. Your credentials (such as passwords, the Live API keys, and client IDs) are intended to be used by you and identify your websites and applications. You will keep your credentials confidential and make all reasonable efforts to prevent and discourage other persons or entities from using your credentials. In addition, you understand that information or materials of a confidential or proprietary nature about the APIs and other Services may be disclosed to you in connection with your use of and access to the APIs and other Services and transmission of Content (“EMTECH Confidential Information”). EMTECH Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on your part, generally known or available to the public; (ii) was acquired by you before receiving such information from EMTECH and without restriction as to use or disclosure; (iii) is rightfully furnished to you by a third party without restriction as to use or disclosure; or (iv) is independently developed by you without use or access to the EMTECH Confidential Information. If you receive any EMTECH Confidential Information, then you agree both during and after your use and access of the APIs and other Services to keep and hold all such EMTECH Confidential Information in strict confidence and trust, and you will not disclose it to any third party without EMTECH’s prior written consent. You may disclose EMTECH Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
  12. Security. You agree to implement and maintain appropriate technical and organizational security measures designed to protect and to preserve the security, integrity and confidentiality of the Content transmitted through the APIs. You must promptly report any security deficiencies or security incidents that may impact or compromise EMTECH, the APIs or Content in writing to legal@emtech.com. In the event of any security incident, you will work with EMTECH in good faith to immediately correct the incident or deficiency. Your are liable for any actions or inactions performed using the API keys or account credentials, including, but not limited, to actions or inactions performed without your prior knowledge or consent. 
  13. Content. You grant to EMTECH a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive right and license to use, host, store, modify, communicate and publish Content submitted, posted or displayed to or from the APIs to enable EMTECH to provide, maintain secure, and improve the APIs (and the related service(s)) and in accordance with the Privacy Policy, if applicable. You agree that EMTECH is permitted to and may create aggregate data as a result of exercising its license rights to your Content and EMTECH owns such aggregate data which it may use in any manner in which it sees fit.
  14. Termination; Suspension. You may stop using our APIs at any time. Further, if you want to terminate this FSP API Policy, you must provide EMTECH with prior written notice and upon termination, cease your use of the applicable APIs. EMTECH may suspend or terminate this FSP API Policy, or discontinue the APIs or any portion or feature or your access thereto, including suspending access to or terminating your account, at our sole discretion, for any reason, at any time and without notice, liability or other obligation to you, including if we suspect that you breached any term or condition of this FSP API Policy. Upon any termination of this FSP API Policy or discontinuation of your access to an API, you will immediately stop using all APIs and cease all use of the EMTECH Brands. EMTECH may independently communicate with any Regulator account(s) associated with you to provide notice of the termination of your right to use an API. Upon any termination, discontinuation or cancellation of this FSP API Policy, the Platform, APIs or your account, the following Sections will survive: 5, 10, 11, 13, 17 and 19.
  15. Additional Use Restrictions. In addition to, and without limiting, the use restrictions in the Terms (which, for the avoidance of doubt, apply to the Platform and your access and use of the APIs, as part of the Services, as defined therein), you expressly agree not to, directly or indirectly do the following with respect to the Platform and APIs (or authorize any other person or entity to): 
    1. post, upload, publish, submit or transmit any Content or other information or materials to the Platform or otherwise to a Regulator that: (i) infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances; or (viii) constitutes personal information, personal data, sensitive data, or a similar term as defined by applicable laws; 
    2. remove, obscure, or alter any EMTECH terms of service or any links to or notices of those terms; 
    3. access or permit access to the APIs outside of the Platform; 
    4. create any script or other automated tool that attempts to create multiple API keys;
    5. permit any third party to use your API key for their own benefit;
    6.  sell, lease, share, transfer, or sublicense the APIs, or access or access codes thereto;
    7. use the APIs in a manner that adversely affects EMTECH and/or the Platform or exceeds: (i) reasonable request volume, as set by EMTECH from time to time, (ii) constitutes excessive or abusive usage, or (iii) otherwise fails to comply or is inconsistent with any part of the Additional API Terms, as determined by EMTECH in its sole discretion; 
    8. otherwise exercise rights to the API except as expressly allowed by this FSP API Policy; 
    9. facilitate or encourage any violations of this Section 15.
  16. Additional Representations. In addition to, and without limiting, the representations in the Terms, you represent, warrant and covenant that (i) you own all right, title and interest, or possesses sufficient license rights, to market, promote, offer to sell, sell, grants access to, and distribute the Content that you transmit via the APIs on the Platform in accordance with this FSP API Policy (and the Terms), and the use thereof by EMTECH or any Regulator does not and will not infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity, privacy or confidentiality; (ii) you comply and will comply with all applicable rules, laws and regulations governing the transmission of Content via the APIs on the Platform; and (iii) with respect to Content transmitted by you via the APIs to the Platform, you adhere and will adhere to a terms of use or privacy policy, which must clearly and accurately describe to your end-users what information you collect and how you use and share such information with third-parties (such as EMTECH) for all of the purposes contemplated by this FSP API Policy. For the avoidance of doubt, the same warranty disclaimers in the Terms from EMTECH on the Services (as defined therein) apply to the Platform and APIs.
  17. Additional Indemnity Obligations.  In addition to, and without limiting, your indemnification obligations in the Terms, you will indemnify and hold EMTECH and its officers, directors, employees and agents, harmless from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your violation of this FSP API Policy and (ii) Content uploaded by or on behalf of you, including EMTECH’s or a Regulator’s use of the Content. For the avoidance of doubt, the limitations of liability from the Terms also apply to claims under this FSP API Policy.
  18. Branding. You agree to display any attribution(s) required by EMTECH as described in the Additional API Terms. In connection therewith, EMTECH hereby grants to you a revocable, non-exclusive, limited, non-transferable and non-sublicensable right while the FSP API Policy in effect to display EMTECH’s name, brand or trademarks (the “EMTECH Brands”) expressly provided to you for the purpose of promoting or advertising that you use the APIs. All use by you of EMTECH’s Brands (including any goodwill associated therewith) will inure to the benefit of EMTECH. You must only use the EMTECH brands in accordance with this FSP API Policy and for the purpose of fulfilling your obligations under this Section. You must also comply with any requests that may be provided by EMTECH from time to time on a go-forward basis, including a brand usage guideline. You understand and agree that EMTECH has the sole discretion to determine whether your attribution(s) and use of EMTECH Brands are in accordance with the above requirements. In no event will you make any statement regarding your access or use of an API which suggests partnership with, sponsorship by, or endorsement by EMTECH, in each case, without EMTECH’s prior written approval.
  19. General Terms.
    1. Entire Agreement; Severability. This FSP API Policy, together with the Terms and Privacy Policy, constitute the entire and exclusive understanding and agreement between EMTECH and you regarding your access and use of the APIs via the Platform, and they supersede and replace all prior oral or written understandings or agreements between EMTECH and you regarding such access and use. If any provision of this FSP API Policy is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this FSP API Policy will remain in full force and effect.
    2. Governing Law; Jurisdiction. This FSP API Policy will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. EMTECH and you expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, NY and EMTECH and you each irrevocably consent to the personal jurisdiction and venue therein.
    3. Assignment. Except where provided by applicable law in your jurisdiction, you may not assign or transfer this FSP API Policy, by operation of law or otherwise, without EMTECH’s prior written consent. Any attempt by you to assign or transfer this FSP API Policy absent our consent or your statutory right, without such consent, will be null. EMTECH may freely assign or transfer this FSP API Policy without restriction. Subject to the foregoing, this FSP API Policy will bind and inure to the benefit of the parties, their successors and permitted assigns.
    4. Independent Contractor. You agree and acknowledge that you and EMTECH are independent contractors and nothing in this FSP API Policy will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between you and EMTECH. You will not have or represent that you have the right, power or authority to bind, contract or commit EMTECH or to create any obligation on behalf of EMTECH without its express prior written consent.
    5. Notices. Any notices or other communications provided by EMTECH under this FSP API Policy will be given: (i) via email; or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    6. Waiver of Rights. EMTECH’s failure to enforce any right or provision of this FSP API Policy will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of EMTECH. Except as expressly set forth in this FSP API Policy, the exercise by either party of any of its remedies under this FSP API Policy will be without prejudice to its other remedies under this FSP API Policy or otherwise.
    7. Government Regulations. You will not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business.
    8. U.S. Government End Users. The APIs and other Services were developed solely at our private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If this FSP API Policy fails to meet the U.S. government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue its use of the APIs and other Services.
Contact Information. If you have any questions about this FSP API Policy, Platform, the APIs or other Services, please contact EMTECH at info@emtech.com.