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1. Introduction

Please read these Developer Terms and Conditions carefully. Subject to and in accordance with these Developer Terms and Conditions and the applicable legislative and regulatory framework, National Bank of Greece S.A., having its registered seat at 86 Aeolou str., 10232, Athens, Greece, with General Electronic Commercial Registry No. 237901000, (hereinafter “NBG”) may provide you and any entity on your behalf (you and any such entity, hereinafter the “Licensee”, as defined below), with the use of (including access to) certain Application Programming Interface (“API”) Materials (as defined below).

 

By signing below, Licensee agrees with the full content of these Developer Terms and Conditions and further agrees to be bound by and comply with these Developer Terms and Conditions, and you represent and warrant that you have the authority to bind Licensee to this Agreement.

 

NBG may update these Developer Terms and Conditions from time to time by notifying Licensee of such updates, according to the applicable regulatory and legislative framework, by any reasonable means, including by posting the revised Developer Terms and Conditions through the Platform (as defined below). Any such updates will not apply prior to the date that NBG states that the relevant updates shall come into force and in any case prior to the date on which NBG posted the revised Developer Terms and Conditions incorporating such updates, or otherwise notified Licensee of such updates. Licensee’s use of (including access to) the API Materials following any updates to these Developer Terms and Conditions will constitute Licensee’s acceptance of such updates.

 

In addition to complying with the terms and conditions contained herein, Licensee agrees to comply with all guidelines, technical standards and specifications, rules and other terms and conditions that may be posted by NBG on the Platform or otherwise communicated by NBG to Licensee, as such items may be updated by NBG from time to time (collectively, “Additional Terms”); such Additional Terms are hereby incorporated into  these Developers Terms and Conditions by this reference and constitute integral parts of these Developers Terms and Conditions. Any such updates will not apply prior to the date that NBG states that the relevant updates shall come into force and in any case prior to the date on which NBG posted the revised Additional Terms incorporating such updates, or otherwise notified Licensee of such updates.

2. Definitions

  1. User(s) - End user(s) of an Application.
  2. API - any application programming interface(s) of NBG (that may consist of code, instructions and/or other data and information), as may be made available by NBG in its discretion, that is intended to permit an Application to interface with the Platform in accordance with these terms and conditions.
  3. Application - any Licensee’s software application that incorporates or uses any API materials (e.g., a mobile app or web page that makes calls to an API).
  4. Licensee, you - you and any entity on your behalf to whom NBG may provide with the use of (including access to) API Materials subject to and in accordance with these Developer Terms and Conditions.
  5. API Key - the unique string of alphanumeric characters identifying each Application and/or Licensee as a user of an API, assigned by NBG to Licensee at NBG’s sole discretion, that is intended to enable Licensee to use such API in accordance with these Developer Terms and Conditions. For the avoidance of doubt, NBG may assign or decline to assign an API Key to Licensee with respect to any API. API Keys may be subject to activation, suspension and/or deactivation by NBG to ensure usage consistent with these Developer Terms and Conditions, the applicable legislative and regulatory framework in force and all applicable requirements, and for any other reason at NBG’s sole discretion.
  6. API Materials - any and all of the API(s), the API Key(s), the Documentation and any material(s) related to any of the foregoing (including any copies, summaries, specifications, portions, extracts and derivatives thereof, as well as relevant testing facilities) made available by or on behalf of NBG to Licensee pursuant to these Developer Terms and Conditions or otherwise in connection with the API(s).
  7. Data - any data, content, material(s) and other information (including accompanying metadata) that at any time is transmitted to or from, stored on, or accessible through the Platform, or is otherwise made available by NBG to Licensee in connection with the Platform.
  8. User Data - any Data collected from or at the direction of Users (whether by NBG, Licensee or any third party acting as an agent of the Licensee), including any such data that identifies or can be used to identify an individual.
  9. Documentation - any requirements, routines, protocols, tools, parameters, limitations, specifications, documentation related to any API or Application, as made available by NBG pursuant to these Developer Terms and Conditions and to the applicable legislative and regulatory framework in force. Documentation include any software code (other than the API Key) that NBG may make available for the purpose of enabling an Application to use such API (for example, code to be embedded in an Application to facilitate communication through such API).
  10. Platform - the online NBG system for processing and responding to requests from Applications using the API(s).
  11. Token - Application-specific alphanumeric IDs provided by NBG to Application for authorizing access to NBG’s APIs.

3. License to use API Materials

Subject to and in accordance with these Developer Terms and Conditions and the applicable legislative and regulatory framework, NBG grants to Licensee a limited, revocable, non-exclusive, non-assignable, non-sublicensable, non-transferable valid for 5 years license, under NBG’s intellectual property rights to  use the API Materials, solely to develop Applications for such purposes as may be set forth in the applicable Documentation or communicated by NBG to Licensee in writing and to use the API Key(s) that may be generated, activated and provided to Licensee by NBG, at NBG’s sole discretion, solely to use the applicable API(s) as made available to Licensee by NBG with Applications in accordance with the applicable Documentation.

4. Application Submission and Functionality

Licensee represents and warrants that each Application complies with these Developer Terms and Conditions, as updated and in force, the applicable regulatory and legislative framework in force and the Documentation. Licensee will not hide, misrepresent or obscure any features, content, services or functionality of such Application. Prior to the launch of any Application and at any other time, upon request by NBG, Licensee shall submit to NBG (at developer@nbg.gr or as otherwise requested by NBG) for review a copy of such Application and any materials, data and other information requested by NBG to confirm that such Application complies with these Developer Terms and Conditions, the applicable regulatory and legislative framework and the Documentation. NBG will have the right (but not the obligation) to review and test such Application, and may suspend the activation of Licensee’s API Key for such Application until the successful completion of any such review and testing.

 

NBG may reject any Application for any reason and at any time (including after the activation of an API Key for such Application), at NBG’s sole discretion. Upon the said rejection of any Application, the respective API Key shall not be granted to the Licensee, and if the said API Key has already been granted to the Licensee, it shall be revoked/nullified, without prior notice. Upon any change to an Application or any API Materials that affect an Application, Licensee will resubmit such Application to NBG pursuant to this Section.

 

NBG reserves the right to limit access to and/or use of any API that is incorporated in an Application by various means and using various criteria, including, but not limited to, by restricting the number, frequency, euro (or any other currency) amount and/or volume of access requests, uses, services, functions, data and/or any other form of API Materials (“Limitations”). When NBG informs the Licensee of such Limitations, then the Licensee shall be obligated to comply with them. Access and usage Limitations may be identified in the Platform, in communications of NBG, or otherwise, and are subject to change at any time at NBG’s sole discretion. Licensee shall be fully responsible for all the activities performed in the Platform, or with any API or any access to the API Material using the API Key granted to him.

 

Any modification of API Material must comply with these Developer Terms and Conditions and the applicable regulatory and legislative framework. Licensee shall inform NBG (at developer@nbg.gr or as otherwise requested by NBG) about any changes to his Application’s user interface, including screen design and copy. Promptly upon request, Licensee must provide NBG access to his Application, and necessary documents. Licensee will diligently correct any material bugs or faults in his Application that cause it to incorrectly access the API or in any way affect the functionality or performance of any API Materials, the Platform, or any website, product or service of NBG.

NBG reserves the right to revoke/nullify API Key granted to Licensee in case of violation of any term of these Developer Terms and Conditions and/or of any provision of the applicable legislative and/or regulatory framework, without prior notice.

 

The Licensee shall inform immediately NBG regarding (imminent, pending or planned) revocation of its license or authorization by the Competent Authorities, or any other incident or sanction that could have an impact to its operations or its provision of services, such as limitation of its activities. NBG reserves the right to also revoke/nullify API Key granted to Licensee in the aforementioned cases irrespective of whether these facts where communicated to NBG by the Licensee, by a third party or in any other way.

 

NBG bares no liability and/or indemnity costs towards the Licensee or/and any third parties in case of revocation/nullification of its API Key.

 

In no event shall NBG be liable to the Licensee or/and any third party for any damage, including, but not limited to, any special, exemplary, incidental, consequential, punitive, or other indirect damages of any kind due to an API Key revocation/nullification.

5. Restrictions - excluded uses

  1. General. Licensee may use only those API Materials that are provided by NBG to Licensee. Licensee may not use any key or means of access to an API other than the applicable API Key provided hereunder by NBG to Licensee. Licensee may not permit or enable any third party to use any API Materials. Except as otherwise expressly permitted by these Developer Terms and Conditions, Licensee will not permit or enable any Application or any third party to: (i) use any API Materials for any purpose or in any manner other than expressly permitted in Section 3 & 4 above; (ii) rent, sell, lease, lend, convey, redistribute or otherwise provide any third party with use of any API Materials; (iii) modify, decompile, reverse engineer, alter, tamper with or create derivative works of any API Materials; (iv) falsify or alter any API Key or otherwise obscure or alter the sources of calls coming from an Application; or (v) access legacy or internal application programming interfaces or data feeds that are not available or intended by NBG to be available. Licensee will cause all API calls made by an Application to include Licensee’s API Key.

 

b) Conformance and Noninterference. Licensee will cause each Application and Licensee’s use of the API Materials to conform with, and not interfere with, circumvent or render ineffective: (i) the applicable regulatory and legislative framework, the Documentation and any other policies, terms and conditions that govern use of any API and API Material; and (ii) any restrictions implemented in connection with any API, including any geographically-based restrictions such as geo-blocking or reverse-IP lookup. Licensee will not (and Licensee will not permit or enable any Application or any third party to) interfere with the proper workings of any API Materials or the Platform, or create or distribute any service or application that adversely affects the functionality or performance of any API Materials, the Platform, or any website, product or service of NBG or any of its affiliates, licensors, suppliers, business partners or customers. NBG, in accordance to the applicable regulatory and legislative framework may, in its discretion, set and change quotas and other limits on API usage, which may include the number of calls that Licensee may make using an API during a particular period, the minimum required time between any such calls, and/or the maximum file size that may be transmitted to or from the Platform or otherwise using an API. Licensee will not (and Licensee will not permit or enable any Application or any third party to) exceed or circumvent any such quotas or limits, including by aggregating accounts or obtaining multiple API Keys. Without limiting the foregoing, Licensee will not use any API Materials in any manner that exceeds reasonable request volume or constitutes excessive or abusive use.

 

c) Responsibility and Compliance. Licensee is responsible and liable for all activities that occur using any API Materials made available to Licensee hereunder or any Application (including acts or omissions that would constitute a breach of these Developer Terms and Conditions if made by Licensee), regardless of whether those activities are undertaken by Licensee, a User, or any other person or entity. Licensee will not (and Licensee will not permit or enable any Application or a User or any third party to) use any API Materials or transmit, receive or use any Data in any manner or for any purpose: (i) that violates any applicable law, rule or regulation (including export, website accessibility and embargo laws) or privacy policy or Protection of Data Policy or Security Policy; (ii) that violates any third party’s intellectual property rights or other rights; (iii) that a User would reasonably consider to be deceptive, unethical, false or misleading; or (iv) that is inconsistent with these Developer Terms and Conditions or the Documentation.

 

d) Security and Harmful Code. Licensee will ensure that each Application contains protections that are adequate to keep secure and prevent the interception or the misrouting of any Data. Licensee will ensure that each Application receives and transmits Data with a protocol at least as secure as those being accepted by the Platform. Secure encryption shall be applied between the communicating parties throughout the respective communication session in order to safeguard the confidentiality and the integrity of data, using strong and widely recognized encryption techniques.

 

The Licensee ensures that where it communicates personalized security credentials and authentication codes, such as Tokens, these are not readable by any staff or third party agents at any time.

 

Licensee will not attempt to circumvent any security measures or technical limitations of any API Materials or the Platform. Licensee will immediately notify NBG of any security deficiencies (including any actual or suspected theft, loss or misuse of Data or personalized security credentials or actual or suspected vulnerabilities that may result in any such theft, loss or misuse) that Licensee discovers or suspects in connection with any API Materials, Application or Data, by contacting the Bank’ s official e-mail address: developer@nbg.gr which is published on NBG developer’s portal.

 

Licensee will not include (or enable or permit to be included), in or in connection with any Application, any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code, or any software application not expressly and knowingly authorized by each applicable User prior to being downloaded, installed or used.

 

e) Excluded API uses. Licensee must never do any of the following i) use the APIs and the API Materials in any Application that includes adult content, promotes gambling or otherwise violates any applicable law or regulation; ii) use the APIs and the API Materials to retrieve data that is then aggregated with third party search results in such a way that an user cannot attribute the Content to NBG (i.e., aggregated search results); iii) distribute or allow access to the stand-alone APIs to anyone other than the person (natural or legal person or entity) on whose behalf you agreed to these Terms, or create an application programming interface that enables access to NBG data.

6. Other restrictions

Licensee may promote its Application, including talking to traditional and online media and users about the Application, so long as the Licensee does so truthfully and without implying that the Application is created, promoted, sponsored or endorsed by NBG (or otherwise embellishing your relationship with NBG). However, Licensee may not issue any formal press release and not proceed to any kind of comment or express an opinion via traditional or online media or otherwise refer to NBG without NBG’s prior written consent.

 

NBG may publicly refer to the Licensee, orally or in writing, as a licensee to use the API Materials under and in accordance with these Developer Terms and Conditions. NBG may also publish Licensee name and logos (with or without a link to the Application) on its Website, in press releases, and in promotional materials without any additional consent and/or authorization needed by the Licensee.

7. Data

Licensee will not permit or enable any Application or any third party to: (a) use any automated means (e.g., scraping, crawling, spidering or robots) to access, query or obtain any Data from NBG, the Platform or otherwise using the API Materials or (b) except as expressly permitted by the applicable legislative and regulatory framework in force, these Developer Terms and Conditions and the Documentation, access, archive, store, modify or replace any Data received from NBG, the Platform or otherwise using the API Materials (including by changing the order in which such Data are originally made available by NBG or intermixing such Data with data from sources other than NBG). Licensee will delete any and all such Data immediately upon request by NBG. Licensee will only request such Data using the API Materials as is necessary to operate each Application and only after NBG and the User have expressly authorized Licensee to such request. NBG cannot provide any data to the Licensee without the User’s consent, unless provided otherwise by the applicable legislative and regulatory framework in force.

 

User’s Data protection is governed by these terms and conditions and the provisions of the Greek and European legislative and regulatory framework on the protection of individuals with regard to the processing of personal data, as well as Decisions of the Hellenic Data Protection Authority. In this respect, the Licensee agrees to comply with the Greek data protection legislative and regulatory framework, in force.

Licensee undertakes to have in place suitable and effective technical and organizational security measures and mechanisms having regard to the risks inherent in the processing and to the nature of the data concerned in order to:

  1. prevent access to data other than the data requested through the user’s explicit consent;
  2. limit access to the data to the staff strictly necessary and take all reasonable steps to ensure that its staff and all its third party agents or partners comply with the all the provisions set out in these terms and conditions and the provisions of the Greek and European legislative and regulatory framework;
  3. prevent any unauthorized person from having access to computer systems processing these data, and especially:
  1. unauthorized reading, copying, alteration or removal of storage media;
  2. unauthorized data input as well as any unauthorized disclosure, alteration or erasure of stored personal data;
  3. unauthorized using of data-processing systems by means of data transmission facilities;
  1. ensure that authorized users can access only the data to which their access right refers;
  2. record which data have been communicated, when and to whom;
  3. ensure that data are being processed only in the manner prescribed by the applicable legislative and regulatory framework and the Documentation;
  4. ensure that, during communication of data, the data cannot be read, copied or erased without authorization;
  5. design its organizational structure in such a way that it meets data protection legal and regulatory requirements;
  6. protect the user’s data from against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.

If the Licensee breaches his contractual obligations under this Section 7 and/or the applicable legislative and the regulatory framework in force, howsoever related to this Section 7, the Licensee shall fully indemnify NBG, including but not limited to, for any damages, losses, costs, fines, claims and expenses.

8. User Data and User consent

As between Licensee and NBG, Licensee is solely responsible for any User Data (and any other data and information) collected by Licensee or through any Application, including the completeness and accuracy thereof and the legality of its collection, processing, use and disclosure (including the transmission of any User Data to or from the Platform or otherwise using an API).

 

In addition to complying with all terms and conditions imposed with respect to Data under Sections 4, 5 and 7 above, Licensee will comply with the following additional terms and conditions of this Section 8 with respect to User Data. Licensee will ensure that neither Licensee nor any Application collects User Data from or concerning any User (including by requesting such User Data from the Platform) unless Licensee has complied with all provisions of the legislative and regulatory framework applicable to such collection of User Data, and has previously informed such User through a Privacy Policy, Protection of Data Policy, Security Policy or other equivalent document about the types of User Data being collected and how such User Data may be used and disclosed, and has obtained affirmative explicit consent from such User, in accordance with applicable laws and regulations, to such collection, use and disclosure.

 

Licensee’s Application shall include a mechanism to accurately capture and record each User’s consent for NBG to share such User Data with Licensee (including a time and date stamp) in accordance with the requirements set out by the applicable legal and regulatory framework. The types of User Data being collected and how such User Data may be used and disclosed by the Licensee will be made available to such User prior to downloading or using such Application, and prominently and conspicuously posted at each location(s) where such User Data is collected. In addition, such Privacy Policy will be consistent with Licensee’s obligations herein and with NBG’s rights under the NBG Protection of Personal Data, currently available at https://www.nbg.gr/Style%20Library/ReusableContent/Privacy_statement_en.pdf

 

Licensee’s collection, use and disclosure of User Data will not conflict with either the Licensee Privacy Policy or the NBG Protection of Personal Data Policy. Licensee states that such Licensee Privacy Policy, Protection of Data Policy, Security Policy or other equivalent document shall not be binding on NBG. Licensee shall ensure that the Application is governed by terms of service and that such terms of service includes a disclaimer that NBG is not the provider of the Application and expressly disclaims all responsibility with respect to the Application (including, but not limited to, the use or performance of the Application) by NBG.

 

Without limiting the foregoing, and regardless of whether the applicable User has consented, absent NBG’s prior written consent, Licensee will not (a) use or disclose for marketing purposes any User Data or other personal or personally-identifiable information received by Licensee or an Application from or through NBG or the Platform, or by using any API Materials; or (b) aggregate any such data (or use or disclose any such aggregated data) for any purpose.

 

In addition, if an Application wants to refresh the User Data , in the case that NBG permits so, it may only do so when the User is actually using the Application and not on an automated schedule unless provided otherwise by the applicable legislative and regulatory framework in force. All Data collected with the User’s consent, including the Tokens, must be deleted upon request by the User, when the User uninstalls the Application or when the User closes his or her Application account. 

 

User’s consent to the Application can be also managed through the NBG portal and therefore it may be revoked on User’s preference at any time.

9. Monitoring

Licensee will provide forthwith NBG with any information or materials that NBG requests to verify Licensee’s authorization and compliance with these Developer Terms and Conditions and the Documentation, which may also include access to the Application and other materials related to the Licensee’s use of the APIs. Licensee acknowledges and agrees that NBG may (but is not obligated to) monitor and analyze for any purpose Licensee’s access to and use of the API Materials and Data, including to ensure quality and to verify compliance with these Developer Terms and Conditions . Licensee will provide NBG with continuous means to carry out such monitoring at no charge. Licensee will not interfere with such monitoring or otherwise obscure from NBG any activity in connection with the API Materials and Data, and NBG may use any technical means to overcome such interference.

10. Responsibility for development and distribution

Licensee will be solely responsible for all development and distribution of Applications, including, but not limited to, all related costs, expenses, losses, damages and liabilities.

11. Responsibility for Application

Licensee is solely responsible for all aspects of each Application. NBG is not obliged to provide any technical or other support services to Licensee or any User in connection with the Application, including with respect to any integration of an API with an Application and is not responsible for monitoring or policing any dispute that may arise between or among Licensee, any User, and/or any other third party or Regulator. Licensee’s use of the API Materials and Data is at Licensee’s own risk, and Licensee is solely responsible for any damage, loss, liability, cost, expense that arises from any access to or use of the API Materials or Data, including, but not limited to, any damage to Licensee’s or any User’s computer systems or networks, or any loss of data. Licensee is responsible for providing all support and technical assistance to Users of the Application(s). The development and provision continuity plan regarding the Application and the Licensee’s business in general, rests in the sole responsibility of the Licensee. NBG has no obligation to provide any kind of support or assistance regarding Licensee’s continuity plan. NBG has no obligation to provide any support or technical assistance to Users of the Application(s) and must not be represented that NBG is available to provide such support.

12. Warranty

Licensee warrants and represents to NBG that the Licensee: (i) is not concealing or disguising his identity to NBG; (ii) has a legitimate, lawful purpose for accessing and using the API and API Material; (iii) will perform no act that harms NBG or its rights and interests in the API and API Material; (iv) will comply with these Developer Terms and Conditions and all applicable laws and regulations; (v) will promptly block, and notify NBG of, any known or suspected unauthorized or prohibited use of any API or API Material or API Key by Users or a third party; (vi) has obtained any and all necessary consent and approval (including any relevant End User consent and approval, if applicable) to generally disclose to third parties any and all data Licensee, Application and/or Users provide to NBG under these Developer Terms and Conditions, including (but not limited to) data provided in the context of accessing and/or using API Material, all that without prejudice to any limitation that the legislative and regulatory framework  in force may impose; and (vii) that the acceptance of these Developer Terms and Conditions  is genuine.

13. Reporting

Upon request, Licensee shall provide and make available to NBG: (i) any information and documentation, satisfactory to NBG and at NBG’s sole discretion, to verify that his access and use of APIs and API Materials  are in compliance with his obligations under these Developer Terms and Conditions and the legislative and regulatory framework, meet the standards required by NBG and NBG’s internal controls and protect the security of the NBG’s Confidential Information; and (ii) any other satisfactory to NBG and at NBG’s sole discretion,  data, information, and documents that may be requested in writing or by email by NBG related to access and use of API Material or any other part or provision of these Developer Terms and Conditions. Licensee shall provide the information requested to NBG on or before the date identified in the notice requesting the information, documentation, or data at no cost. Licensee agrees that any supervisory or administrative or governmental authority in Greece and /or in the European Union (collectively and individually referred to herein as the “Regulators” or a “Regulator”), as permitted by law, has the right to examine his onsite at his facilities including all the aspects related to his access and use of API Material. Licensee agrees to notify NBG forthwith of any formal request or notice he receives from any Regulator to examine his records, systems, or business practices related to his access and use of API Material, unless his is prohibited by law from doing so. Likewise, Licensee agrees to notify NBG forthwith of any claim and/or lawsuit related to the API and/or API Material, he receives or may be aware of. Licensee further agrees to keep NBG informed of the progress and outcome of any such examination. Licensee shall maintain all records and prepare and file any necessary forms, reports or other documentation, including without limitation, suspicious activity reports or currency transaction reports required to be filed in accordance with legislative and regulatory framework applicable to Licensee. Licensee shall immediately notify NBG (at developer@nbg.gr) of instances of suspected fraud, money laundering, terrorist financing, use of services by prohibited or sanctioned parties, or other illegal activities determined within Licensee’s reasonable discretion and involving the API Material.

14. Compliance with laws and these Terms and Conditions

Licensee represents and warrants to NBG that has the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute the Application, and that use of the Application will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity, intellectual property or other proprietary right of any person or entity), or any applicable regulation or law, the laws of any country in which the Application is made available and any applicable export laws.

 

Licensee must comply with these Developer Terms and Conditions in order to use the APIs. The most current version of these Developer Terms and Conditions can be reviewed on the Platform.

 

NBG reserves the right to modify, supplement, or replace these Developer Terms and Conditions, effective prospectively upon posting on the Platform or otherwise notifying Licensee according to Section 1. above. If Licensee does not agree to changes to these Developer Terms and Conditions, Licensee can terminate these Developer Terms and Conditions at any time in accordance with Section 20. (Term and Termination) below. Licensee and Applications must also comply with the following, which are hereby incorporated by reference:

 

  1. The NBG Protection of Personal Data Policy  https://www.nbg.gr/Style%20Library/ReusableContent/Privacy_statement_en.pdf
  2. The NBG Cookies Policy https://www.nbg.gr/Style%20Library/ReusableContent/Privacy_statement_en.pdf

 

In the event of any conflict between the content in this document and the above documents, this document controls the use of the APIs. In case the Licensee disagrees with any of these Developer Terms and Conditions, Licensee must not access or use the APIs.

15. Confidential information

Licensee’s use of the API Materials will involve access to confidential, proprietary or trade secret information or materials of NBG (and its affiliates, licensors, suppliers, service providers, business partners or customers) (“Confidential Information”). For the avoidance of doubt, and without limitation, any information (oral, written, or in any other tangible form) that is related to these Developer Terms and Conditions and all API Materials and all User Data and other Data received from NBG, the Platform or otherwise using the API Materials constitutes Confidential Information. Licensee will: (a) hold the Confidential Information in trust and confidence; (b) use the Confidential Information only as expressly permitted in these Developer Terms and Conditions (and not for the benefit of any third party), and not in any manner or for any purpose other than as expressly permitted in these Developer Terms and Conditions; (c) not reproduce Confidential Information except as necessary to fulfill Licensee’s obligations hereunder; and (d) not make available to any third party, directly or indirectly, any Confidential Information without NBG’s express prior written consent. Licensee shall protect the Confidential Information of NBG with at least the same degree of care as Licensee uses to protect its own Confidential Information of a similar nature, but in any case with increased diligence. Licensee will be solely responsible and liable for all use and disclosure of Confidential Information by or through Licensee, Users or any Application. Upon termination of these Developer Terms and Conditions, Licensee will immediately cease using and delete all Confidential Information (including copies thereof) in its possession, custody or control, and certify such deletion in writing to NBG. Licensee acknowledges and agrees that Licensee’s breach or threatened breach of this Section 15 may cause NBG irreparable harm and significant injury. Licensee agrees that, in the event of such breach or threatened breach, NBG will be entitled, without prejudice to any other of its rights under any applicable law, to injunctive relief from any court of competent jurisdiction.

16. Ownership

All right, title and interest (including all intellectual property rights) in and to all API Materials, NBG’s trademarks and logos, the Platform or otherwise using the API Materials, and all other Confidential Information are the sole property of and reserved to NBG and/or its licensors or suppliers, as applicable, and no right, title or interest therein are transferred to Licensee as a result of Licensee’s use thereof or these Developer Terms and Conditions. Licensee will not contest or assist others in contesting the validity of any such rights. All rights not expressly set forth herein are reserved by NBG and/or its licensors or suppliers, as applicable, and no implied rights or licenses are granted to Licensee pursuant to these Developer Terms and Conditions. Licensee acknowledges and agrees that it receives no rights, licenses or interests in or to any patents, patent applications, copyrights, trademarks, logos, trade names or service marks of NBG or its affiliates, licensors, suppliers or other third parties pursuant to these Developer Terms and Conditions. Licensee hereby irrevocably assigns and agrees to irrevocably assign, without charge, all intellectual property rights relating to oral and written comments and suggestions provided by Licensee relating to the Platform or the API Materials (“Feedback”). At NBG’s expense, Licensee will take all actions deemed necessary by NBG in order for NBG to record, perfect and maintain its rights in and to all Feedback. Without limiting the foregoing, NBG will have an unlimited, worldwide, royalty-free right to use and modify all Feedback, and NBG will have no confidentiality obligations with respect to any Feedback.

17. User Complaints

Licensee shall provide NBG with notice of all User Complaints received related to the APIs and/or the API Materials. Upon receipt of any User Complaint relating to the APIs and/or the API Materials, whether by an individual, Regulator, or otherwise, Licensee shall promptly provide NBG with notice of receipt of the complaint and upon request; (i) a copy of the complaint; (ii) a copy of the response to the complaint; (iii) copies of any notes, analysis, findings, or correspondence, whether internal or external, related to the complaint. In addition, at a minimum, Licensee shall provide NBG with a monthly listing of all User Complaints received related to the API and the current status of such complaints. As used herein, “User Complaint” includes any oral, electronic, or written communication from a User that expresses dissatisfaction with a product or service, or expresses overall negative sentiment about any type of interaction with the Application with respect to the APIs and/or the API Materials. This paragraph must be applied unless NBG grants Licensee with a prior written approval of adapting another approach concerning Users Complaints.

 

NBG is not obliged to provide any kind of response, data or in general assistance relating to any complaint submitted to the Licensee. The Licensee is the sole responsible for responding and in general handling User Complaints. Complaints submitted to the Licensee are not considered as complaints submitted to NBG. NBG handles complaints only regarding products or/and services offered by NBG, provided that the complaints are submitted directly to NBG according to the designated procedure for complaints handling described in its website: www.nbg.gr.

18. Fees

NBG reserves the right to implement fees and payment terms with respect to Licensee’s use of the Platform, any API Materials and/or any Data, at any time and at NBG’s discretion in accordance with the legislative and regulatory framework, in force.

19. Changes

NBG reserves the right to change the Platform, any API Materials and/or any Data at any time, for any or no reason by notifying Licensee of such changes, by any reasonable means, including by posting them through the Platform. NBG bears no responsibility or liability for such changes. NBG reserves the right to release subsequent versions of any API and/or API Material and to require Licensee to use the most recent version thereof, and Licensee agrees that it is Licensee’s responsibility to ensure, at Licensee’s own cost, that Licensee’s use of any API Materials the Platform, and/or any Data is compatible with NBG’s then-current requirements. Licensee’s use of any API Material, the Platform, and/or any Data following any changes to them will constitute Licensee’s acceptance to the said changes. Any such changes will not apply prior to the date that NBG states that the relevant changes shall come into force and in any case prior to the date on which NBG posted them, or otherwise notified Licensee about them.

20. Term and termination

These Developer Terms and Conditions will remain effective until terminated in accordance with this Section 20 and the applicable legislative and the regulatory framework. Either party may terminate these Developer Terms and Conditions immediately upon notice to the other party. Licensee’s notices of termination must be addressed to NBG at developer@nbg.gr. Notwithstanding the abovementioned, NBG also reserves the right, in its sole discretion, to suspend (temporarily or permanently) use of the Platform, API Materials and/or Data (whether by Licensee, any Application or any User), in whole or in part, at any time and for any or no reason, with or without notice. NBG bears no responsibility or liability for any such termination or suspension. Upon any such termination or suspension, all licenses that Licensee may have with respect to all API Materials and Data will immediately be terminated or suspended, as applicable, and Licensee will immediately cease using such API Materials and Data, and delete any such API Materials and Data in its possession or control. Sections 2, 4, 5, 7–17 and 21–25 will survive, to the extent applicable, any expiration or termination of these Developer Terms and Conditions.

21. Disclaimers

All API materials, the Platform, and all data provided by or on behalf of NBG, are provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permitted by law, NBG and its affiliates and its and their licensors, suppliers, service providers, business partners and customers (collectively, but excluding the Licensee, the “NBG Entities”) disclaim all warranties, whether express, implied, including any implied warranties of title, non-infringement, accuracy, merchantability or fitness for a particular purpose, and any warranties that may arise from course of dealing, course of performance or usage of trade. The NBG entities do not warrant that use of any API materials, the Platform or any data will be uninterrupted, error-free or secure, or that defects will be corrected. Licensee acknowledges that Licensee is responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment, materials and third-party licenses and consents needed to use each Αpplication, the API materials, data and the Platform, and for all charges related thereto. Licensee’s use of any API materials, the Platform, and any data or applications is entirely at Licensee’s own risk.

 

22. Limitation of liability

Neither the NBG entities nor any of their directors, officers, employees, consultants, agents or other representatives will be responsible or liable for any indirect, incidental, consequential, special damages (including damages for loss of business, loss of data or lost profits), arising out of or relating in any way to the API Materials, the Platform, , any data or these Developer Terms and Conditions, or for any damages arising from any termination or suspension of these Developer Terms and Conditions or of Licensee’s access to or use of the API Materials, the Platform, or any data.

 

The sole and exclusive maximum liability of the NBG entities for any damages, losses and liabilities in connection with the API Materials, the Platform, any data or these Developer Terms and Conditions, will be limited to the total amounts paid by Licensee to NBG, if any, to use the API Materials.

 

23. Indemnification

Licensee shall indemnify, defend and hold the NBG Entities and their directors, officers, employees, consultants, agents and other representatives harmless from and against any claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim, action or proceeding (“Claims”) relating to: (i) Licensee’s or others’ use of or other activities in connection with the API Materials or Platform, or Data; (ii) each Application, its use (whether by Licensee or others) and any transactions conducted through it or User Data transmitted through it (whether by Licensee or others); (iii) the operation of Licensee’s business in connection with the API Materials or Platform, or Data, (iv) any suspension or termination of an Application’s use of the API Materials or Platform, (including any such suspension or termination caused by NBG); (v) any breach by Licensee or by its third party agents of any representations, warranties, covenants or obligations under these Developer Terms and Conditions or the applicable legislative and regulatory framework; or (vi) any claim that an Application (including any component thereof), or any Feedback or other materials made available to NBG by Licensee, or NBG’s exercise of its rights under this Agreement, or the combination of any Application or Feedback with any API Materials, infringes, misappropriates or violates any third-party intellectual property or proprietary rights. At NBG’s election, Licensee will assume control of the defense and settlement of any Claim that is subject to indemnification by Licensee pursuant to this Section 20 (provided that NBG may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and provided that Licensee will not settle any such Claim without NBG’s express prior written consent).

 

24. Governing law & Jurisdiction

These Developer Terms and Conditions are governed by and construed in accordance with the laws of Greece and the competent courts of Athens, Greece shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Developer Terms and Conditions.

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By signing below, the Licensee, as defined above, hereby confirms that he has read and understood the above Developer Terms and Conditions and further accepts, acknowledges and agrees with the full content of the above Developer Terms and Conditions.

 

For and on behalf of the Licensee,

 

Date:                                                              

                                                                       

Authorized Signature(s):                                

                                                                       

Name(s):                                                         

                                                                       

Title(s):                                                           

Company’s Name:_____________________

                                                                       

Commercial Registry No.:                             

                                                                       

Address:                                                         

                                                                       

Tel.-Fax-E-mail: