Terms of use

BPI Developer Hub Terms and Conditions

 

I.    Introduction

 

This BPI Developer Hub Terms and Conditions (“Agreement”) sets forth the specific terms and conditions which shall govern the registered user’s (also, “you” or “your”) use of the Bank of the Philippine Islands’ (hereafter, “we”, “us”, “our” or the “Bank”) BPI Developer Hub and the services provided therein. By using or accessing the BPI Developer Hub, you agree as follows:

 

II.    Definition

 

Unless otherwise stated, you agree that the following capitalized terms used in this Agreement have the following definitions:

 

“Affiliate” means, in relation to any company or corporation, a company or corporation: (a) which is controlled, directly or indirectly, by the first mentioned company or corporation; (b) more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or (iii) which is an Affiliate of another Affiliate of the first mentioned company or corporation. For this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

 

“API” means the Application Programming Interface(s) contained in the Hub. 

 

“App” means the software application, website or other interface that you develop, own or operate that interacts with the Hub.

 

“BPI Developer Hub services” means any service (including the Developer Tools) provided through the Hub.

 

Confidential Information” means the Bank’s confidential information which shall include the Developer Tools, content, processes, programs, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, and any other information which gives the Bank the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to our interests, or which is: (i) marked “confidential,” “restricted,” “proprietary information,” or other similar marking; (ii) known to be considered confidential and proprietary; (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality; or (iv) any confidential transaction data.

 

“Developer Tools” means the APIs and all other tools and information that are available to you in the Hub such as, but not limited to, materials, blogs, discussion areas, forums, programming, and software development kits (“SDKs”) provided by us or on our behalf.

 

Force Majeure” means any condition or circumstance over which is beyond the control of the Bank, including but not limited to government restriction, law, decree, regulation or mandate, failure of electronic or mechanical equipment or communication lines, telephone or other interconnection problems, unauthorized access, theft, war (whether declared or not), any act of war or warlike operation, seizure, destruction or impairment of property promulgated and/or done by any government authority, civil disobedience, acts of terrorism, riots, rebellion, strikes, work stoppages, severe weather, fire, earthquakes, extraordinary flood or storms and other fortuitous events, and similar occurrence. 

 

Intellectual Property Rights” means, with respect to any person, any: (i) names, logos, registered and unregistered trademarks, and service marks, (ii) patents and patent applications, (iii) business methods, inventions, and discoveries that may be patentable, (iv) software and computer codes, and (v) copyrights in both published works and unpublished works; whether or not registered under said person’s name or duly licensed to such person.

 

Login credentials” are the username and password nominated by you, which serves as the unique identifier for the purpose of authenticating and accessing any and all of the BPI Developer Hub services.

 

“Hub” means the BPI Developer Hub.

 

“Sandbox” means the test environment which only contains dummy data to test registered Apps

 

III.    Access to BPI Developer Hub

 

The Bank has provided sufficient instructions on how to use the BPI Developer Hub services through this Agreement, as well as the Bank’s rules, regulations, and policies relayed through the Bank’s announcements and notifications on the Hub or any other means, such as emails, and continues to do so through modifications to this Agreement and/or the Bank’s rules, regulations, and policies, from time to time.  

 

You understand that it is your responsibility to follow the said instructions and only after understanding the said instructions of the Bank may you be qualified to access the BPI Developer Hub through internet-enabled devices. You agree to be responsible for any and all adverse consequences of your use of an internet connection and/or the internet-enabled device in order to avail of the BPI Developer Hub Services. You hereby hold the Bank free and harmless, and shall indemnify/reimburse the Bank, from any and all claims, liabilities, costs, payments, damages and expenses, arising from or in connection with your use of an internet connection and/or an internet-enabled device.

 

To gain access to BPI Developer Hub services, pre-enrollment is required by submitting your name, email address and your preferred login credentials. An acknowledgement email will be sent to your enrolled e-mail address to notify you that you may access the Hub already. 

 

As a registered user, you will be able to register your Apps on the Hub. We may grant you access to Developer Tools that we make available through the Hub. These Developer Tools in the Hub may change without prior notice. 

 

Although the BPI Developer Hub services is designed by the Bank to be accessible seven (7) days a week, twenty-four (24) hours a day, you understand and accept that, at certain times, with or without prior notice to you, the Hub or any one, some or all of the BPI Developer Hub services may not be available due to Force Majeure, system maintenance, system downtime, or such other events or circumstances beyond the control of the Bank. Any scheduled system maintenance could occur on a banking day, or as otherwise required and solely determined by the Bank. You agree that the Bank shall in no event be held liable for any and all claims, liabilities, costs, payments, damages and expenses, arising from or in connection with the unavailability of the Hub or any of the BPI Developer Hub services, whether by reason of Force Majeure, system maintenance, system downtime or otherwise.

 

This Agreement only covers your initial development of your Apps on the Hub

 

IV.    Use of the Hub, BPI Developer Hub Services and APIs 

 

The Bank may add or change any feature or functionality of the Hub at any time. We may modify or change the Hub, Developer Tools (including the APIs) and our related systems and services at any time and may not tell you in advance. We may require you to obtain and use the most recent version of the Hub, the Developer Tools and the Bank’s services and systems in order to retain functionality of your Apps. Modifications and changes to the Hub, Developer Tools, and the Bank’s services and systems may affect your Apps, requiring you to change your Apps at your own cost. You acknowledge and agree that any such modification may affect your ability to use, access, or interact with the Hub, the Developer Tools and/or the BPI Developer Hub services. We will have no liability or obligation to you for any modifications or changes we make to the Hub, the Developer Tools or our services or systems.  Unless a separate agreement is provided by the Bank, any change or modification of the Hub, the Developer Tools and the Bank’s services and system, shall likewise be governed by the terms of this Agreement.   

 

While we currently make the Hub available without charge to developers, we may in the future charge for access to or use of the Hub or Developer Tools at any time, and on a case by case basis.

 

The Bank may limit the number of API requests that you may avail of. Exceeding the allocated API requests will terminate your access to the APIs. The number of API requests may be based on factors such as projected API request volume. The number of allocated API requests per authorized user may change without prior notice. In case you have consumed all the allocated API requests defined for your access, requesting for additional API requests may require additional validation on our end. 

 

The Bank may collect certain usage data and information related to your use of our APIs, the Developer Tools and the Hub, and we may use such usage data for any business purpose, internal or external, including providing enhancements or modifications to the Hub, Developer Tools, BPI Developer Hub services or otherwise.

 

The Bank reserves the right to suspend, remove, disable or discontinue access to the Hub, the Developer Tools, and the BPI Developer Hub (or any portion thereof) at any time and in any case without notice. In any such event, you agree that the Bank shall in no event be liable to you or any person for any and all claims, liabilities, costs, payments, damages and expenses, arising from or in connection with the suspension, removal, disabling or discontinuance of the Hub, the Developer Tools and/or BPI Developer Hub services (or any portion thereof). 

 

V.    Privacy Policy

 

In the course of your access to the Hub or availment of the BPI Developer Hub services, the Bank may collect information (including personal information) relating to you. The Bank will treat all information and data you submit to us in accordance with our Data Privacy Statement (https://www.bpi.com.ph/privacy). The Bank’s Data Privacy Statement explains how the Bank collects, protects, uses, shares and stores your personal information and is deemed incorporated herein by reference. Your continued access into the Hub or the Bank’s network of websites will constitute your acceptance of the Bank’s Data Privacy Statement as the same may be revised or updated from time to time. In the event you submit any information about an individual (including personal information) to the Bank, you represent and warrant that all necessary authorization and consent as may be required in compliance with applicable confidentiality and data privacy laws have been obtained to enable the Bank to use and process such information.

 

VI.    App Development Rights

 

Without any obligation or liability to you, the Bank has the right to create applications, content, products and services that may be similar or that may compete with your own Apps. Nothing in the Agreement shall prevent us from creating any application, content, product and service that are similar and/or which may compete with your Apps.   

 

VII.    Compliance with Applicable Laws; Promotion of your Apps

 

You understand the Apps you register and the use of Developer Tools must comply with all applicable laws, regulations and best practices concerning privacy, data protection, and on demand or downloadable software.

 

You understand that you may promote your Apps with your end users in accordance with applicable laws, this Agreement, and your privacy policy and other end user agreements; provided, however, that under no circumstance are you allowed to refer to the Bank and the Hub in advertising, publicity releases, or promotional or marketing publications or correspondence to third parties, whether relating to your App or otherwise, without, in each case, securing our prior written consent.


VIII.    Credentials

 

Your Login Credentials cannot be shared and will reasonably and appropriately restrict access to your developer accounts. You are responsible for maintaining the confidentiality and security of your Login Credentials and will immediately notify us of any related breach or disclosure. You may not sell, lease, transfer, assign, sublicense, or otherwise disclose your Login Credentials or use your Login Credentials for any purpose other than as authorized under this Agreement. You are responsible for maintaining up-to-date and accurate information (including a current e-mail address and other required contact information) for your accounts. From time-to-time, we may require you to renew your registration to the Hub to allow continued access thereto.

 

IX.    Representation and Warranties; Restricted Activities

 

You represent and warrant to the Bank that:

    1.    You are and shall remain in compliance with the technical specifications prescribed by the Bank;

    2.    The information you provide to us in connection with your registration and use of the Hub and Apps is true and correct;
    3.    You own or have proper license to all rights necessary to develop, distribute, and use your App;
    4.    Your Apps will not infringe the Intellectual Property Rights of any third party; and
    5.    Your use of the Hub, the Developer Tools and Sandbox will comply with all applicable laws.

 

In connection with your participation in the Hub you will not (and will not allow anyone else to) do any of the following, whether during the effectivity of this Agreement or thereafter:

 

    1.    Gain unauthorized access to, or use of, our services or systems, or otherwise damage, impede, or disrupt any part thereof, including through fraudulent or disruptive means;
    2.    Engage in fraudulent or illegal conduct of any kind;
    3.    Access or use the Hub for the benefit of our competitors, or to compete with us;
    4.    Transmit, or attempt to transmit, any viruses, worms, defects, Trojan horses, or any programming of a destructive nature;
    5.    Store or archive, or attempt to store or archive, the Developer Tools to your own or a third party’s computer systems or storage devices;
    6.    Access or use the Hub to create Apps that offer or promote services that may be damaging to, disparaging of, or otherwise detrimental to us or our licensors, licensees, Affiliates, or partners;
    7.    Assign or transfer your rights or obligations under this Agreement;
    8.    Distribute, publish, or allow access or linking to the API or the Bank’s content from any location or source other than your Apps, or attempt to do any of the foregoing;
    9.    Use or attempt to use the Bank’s content to establish user identities or user profiles of the Bank;
   10.   Collect or attempt to collect personal information of any user of the Bank;
   11.   Modify, decompile, reverse engineer or otherwise alter the Developer Tools, API or the Bank content, or attempt to do any of the foregoing;
   12.   Use or attempt to use robots, spiders, crawlers, scraping or other similar technology to access or use Bank content or any Bank sites or services to obtain any information beyond what the Bank provides to you under this Agreement;
   13.   Use or attempt to use the Hub or APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or which otherwise fails to comply or is inconsistent with any part of the developer documentation;
   14.   Use any information we provide to dispute or contest the validity of the Bank’s Intellectual Property Rights;
   15.   Use the names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of the Bank including any use that in any way would:

           a.    Imply a relationship or affiliation with the Bank;

           b.    Imply that the Bank sponsors or endorses you or your Apps;

           c.    Be reasonably interpreted to suggest your Apps have been authored certified, or in any way approved by the Bank;

   16.    Disparage the Bank, its products or services or engage in any action or activity that may tend to disparage the Bank or any of its products or services; or 

   17.    Tarnish, dilute, or otherwise impair the Bank or any of its brands or engage in any action or activity that may tend to tarnish, dilute or otherwise impair the Bank or any of its brands;

   18.    Attempt to register any trademarks or service marks or other brand identifiers (including, trademarks and domain names) that are confusingly similar in any way (e.g., in sound, in appearance, in spelling) to any of the Bank’s brands;
   19.    Create a unitary composite mark involving the Bank’s brands; or
   20.    Remove any copyright notice or other source identifier contained in the APIs.

 

X.    Intellectual Property Rights

 

The Bank (or, where applicable, its licensors) retains all Intellectual Property Rights to the Hub, the APIs, the Developer Tools, the BPI Developer Hub services and the Bank’s Confidential Information.  You agree not to do any act or thing inconsistent with the Bank’s (or its licensor’s) ownership of such Intellectual Property Rights and you shall take reasonable care to protect it from infringement or damage. In the event of any infringement or suspected infringement of the Bank’s (or its licensor’s) Intellectual Property Rights, you shall promptly inform the Bank and shall take such action as the Bank shall reasonably direct in relation to such infringement. You acknowledge the Bank’s Intellectual Property Rights and agree that any and all Intellectual Property Rights of the Bank shall remain the sole property of the Bank or its licensors, even if such Intellectual Property Rights are allowed to be used by you under this Agreement.

 

You agree not to engage in any activity or commit any act, directly or indirectly, that may contest, dispute, or otherwise impair the Intellectual Property Rights of the Bank (or its licensors). Upon termination of this Agreement for whatever reason, you agree to immediately cease to use the Bank’s (or its licensor’s) Intellectual Property Rights as allowed under this Agreement. 

 

XI.    No Warranty

 

The Hub, the API and/or the BPI Developer Hub services may be incomplete or contain inaccuracies or errors that could cause failure or loss of data.

 

To the maximum extent permitted by applicable law, you expressly acknowledge and agree that use of the Hub, the API, the Developer Tools and/or the BPI Developer Hub services is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy and effort is with you. The Hub, Developer Tools, the APIs, the BPI Developer Hub service, and other content provided through this Agreement, are provided “as is,” “as available,” with all faults and without warranty of any kind. We do not represent or warrant that the Hub, Developer Tools, the APIs, the BPI Developer Hub services, and other content provided through this Agreement, will be error free, uninterrupted, free from spyware, malware, adware, viruses, worms, or other malicious code, will function to meet your requirements, will be compatible with future products or services of the Bank, or will not infringe the Intellectual Property Rights of any third party. To the maximum extent allowed by law, the Bank hereby disclaims any and all warranties, whether express or implied, with respect to the use of the Hub, Developer Tools, the APIs, the BPI Developer Hub service, and other content provided through this Agreement. 

 

XII.    Limitation of Liability

 

To the full extent allowed by applicable laws, the Bank shall not be liable to you for any personal injury, or for any special, consequential, indirect, incidental or punitive damages whatsoever, including, without limitation, damages for loss of profits or actual or anticipated revenue, loss of data, business interruption or any other commercial losses or damages, arising out of or in connection with this Agreement or its termination, your use or inability to use or access the Hub, the Developer Tools or any of the BPI Developer Hub services, your development efforts, or participation in the Hub, howsoever caused, whether under a theory of contract, warranty, tort (including negligence), product liability, or otherwise, irrespective of whether you have advised the Bank of the possibility of any such loss or damage. The Bank shall not be liable for any losses resulting from circumstances over which the Bank has no direct control.

 

 

XIII.    Indemnification

 

You agree to hold the Bank and its Affiliates, including any of their respective directors, officers, agents and representatives, free and harmless, as well as indemnify them, from any and all liabilities, claims, damages, suits of whatever nature, arising out of or in connection with the implementation of this Agreement, your access to the Hub and/or your availment of the Developer Tools, the APIs and the BPI Development Hub services. 

 

You will indemnify, defend, and hold harmless the Bank, its Affiliates, directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, and partners, from and against any and all claims, liabilities, damages, losses, fines, and expenses arising from or in any way related to:

    1.    Your participation in the Hub;

    2.    Your Apps and/or the use thereof;

    3.    Your breach of any terms of this Agreement; 

    4.    Your breach of the Bank’s Intellectual Property Rights; and, 

    5.    Trademarks, service marks, names, logos, avatars and similar identifiers, and all other intellectual property, you provide arising from or in connection with your use of or access to the Hub.

 

In the event of any third party claims subject of indemnification, you agree not to enter into any stipulated judgment or settlement that purports to bind us without our prior express written authorization.

 

Your breach of this Agreement relating to your use of the Hub and all its applicable services may result in irreparable harm and permanent injury to us for which monetary damages would be an inadequate remedy. In such circumstances, we will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to us, at law or in equity, immediate injunctive relief to prevent or stop any such breach.

 

XIV.    Confidential Information

 

Our communications to you (whether coursed through the Hub or otherwise) may contain Confidential Information. You will treat all such information as strictly confidential and use the same degree of care to prevent disclosure of the Bank’s Confidential Information as you would use with respect to your own most confidential and proprietary information but in no case less than the standard of reasonable care.

 

All the Bank’s Confidential Information is and remains our property, and, except as expressly provided in this Agreement: (i) no license or other right in any Confidential Information is granted to you, and (ii) you may not use or disclose any Confidential Information without our prior written consent. On termination of this Agreement or on our written request at any time, you will destroy or return to us all Confidential Information in your custody or control. This provision will survive any termination of this Agreement for so long as you have in your possession any Confidential Information.

 

XV.    Modifications

 

The Bank may, at any time and for whatever reason it may deem proper, amend, revise or modify this Agreement, and any such amendments, revisions, or modifications shall bind you upon notice thereof. In the event you object to or do not agree to any such amendment, revision or modification, you agree to promptly inform the Bank and cease using or accessing the Hub. Your continued access of or transaction using the Hub shall be construed as your acceptance of any such amendment, revision or modification to the Agreement.



XVI.Notices

 

Any notice relating to this Agreement shall be in writing.  You consent to receive notices by email and agree that any such notices that the Bank sends to you electronically will satisfy any legal communication requirements. Notices will be deemed given by the Bank to you when sent to your enrolled email (i.e. the email address you provided during the pre-enrollment process).  All notices to the Bank relating to this Agreement will be deemed given (a) when delivered personally, (b) after five (5) banking days, if sent by reputable courier with written proof of delivery, and (c) after seven (7) banking days, if sent by registered mail, postage prepaid, to the following address: [please provide address, and attention to]. The Bank may change its mailing address by giving written notice to you as described above. 

 

XVII.    Termination

 

We may, in our sole discretion, refuse or revoke your Login Credentials or access to the Developer Tools or APIs, discontinue your participation in the Hub, decline, or terminate this Agreement, at any time. We will attempt to provide notice where possible of any such action, but reserve the right to do so without prior notice.

 

On termination of this Agreement for any reason, the rights and licenses granted to you under this Agreement will immediately terminate. The Bank shall not be responsible, whether during or after termination of this Agreement, to provide support to you, your Apps or your Apps’ users. 

 

XVIII.     Assignment

 

You may not assign any of your rights and obligations under this Agreement without our prior written consent. The Bank may assign any of its rights and obligations under this Agreement to any Affiliate or third party upon written notice to you. 

 

XIX.    Waiver

 

Our failure or delay to exercise or enforce any right or provision of this Agreement or our rights under applicable law does not mean we waive any of those provisions or rights. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court will give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

 

XX.    Electronic Signatures—Binding

 

This Agreement and any related documents may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance is binding between you and us. You will not contest the validity or enforceability of this Agreement and any related documents on the ground that they were accepted or signed in electronic form.  You further agree and undertake to stipulate before any court that electronically maintained records produced in hard copy form constitute business records and have the same validity as any other generally recognized business records.

 

XXI.    Third Party Beneficiaries

 

Each Affiliate of ours is a third party beneficiary to this Agreement and such Affiliates are entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or provides rights in favor of) them. No other person or company is a third party beneficiary to this Agreement.



XXII.    Relationship of The Parties

 

This Agreement does not create a joint venture, co-ownership, partnership, or agency relationship between you and us. Neither you nor the Bank will have the authority to incur, assume, or create, orally or in writing, any liability, obligation, or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other.



XXIII.    Audit and Access

 

You agree that we may monitor and audit your Apps or activities relating to your use of the Hub or Developer Tools. You will promptly provide us with access, free of charge, to your Apps and any other information that we may request from you from time-to-time regarding use and operation of the Hub or your Apps to verify your compliance with this Agreement. If you fail to provide this access, we may terminate this Agreement or your use of any and all Login Credentials immediately. Your failure to reasonably comply with our efforts to audit your compliance with this Agreement is a material breach of this Agreement.

 

XXIV.    Avatars and Similar Identifiers

 

In connection with your participation in the Hub, you may be permitted to use avatars and other similar identifiers to represent yourself and your Apps. We will specify the format and other parameters for the representations. Your representation may not be unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another's privacy or publicity rights, disrespectful, hateful, or racially, ethnically or otherwise objectionable. We may reject or remove any avatars and similar identifiers at any time without telling you. You are solely responsible for obtaining all rights necessary to furnish your avatar and similar identifiers to us for use in connection with the Hub.

 

XXV.     Feedback

 

You may provide feedback, suggestions, comments, improvements, ideas, etc. to us (collectively “Feedback”), regarding the Hub. Feedback is voluntary and we are not required to hold it in confidence. We may use Feedback for any purpose without obligation of any kind. You forever waive and agree never to assert against us or our business partners, employees, representatives, Affiliates, successors and licensees any and all moral rights that you may have in the Feedback even after expiration or termination of this Agreement, to the extent permitted by applicable law.

 

XXVI.    Legal Process and Regulators

 

We may, without telling you, furnish any regulator or other governmental authority, both foreign and domestic, with information about your Apps and your use of the Hub.

 

XXVII.    Governing Law and Venue

 

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising hereunder shall be submitted to the exclusive jurisdiction of the proper courts of Makati City, Philippines, to the exclusion of all other venues. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to this Agreement must be filed within six (6) months from the time the claim or cause of action arose.

 

You hereby agree to be governed by these BPI Developer Hub Terms and Conditions which you acknowledge to have read and fully understood. Your continued access of or transaction using the Hub shall be construed as your acceptance of these BPI Developer Hub Terms and Conditions as the same may be amended or modified from time to time.