The use of the application programming interfaces (“API”) and of the web-based application Exaport (“Exaport”), together the “Data Transfer Interfaces” or “DTI” provided by Exaloan AG (the “DTI Provider”) by the user (the “DTI User”) is subject to the below terms and conditions (the “DTI Terms and Conditions”). Exaloan AG may at any time alter these terms and conditions without prior notice by publishing new or amended Terms and Conditions under exaloan.com.
The API and Exaport are discretionary offers provided to DTI Users in connection with Services rendered by the DTI Provider to the DTI User (the “DTI Provider’s Services”). The DTI Provider and the DTI User are referred to each as a “Party” and together the “Parties.”
Status: April 20, 2023
“Applicable Data Protection Law” means Applicable Law relating to privacy and the processing of personal data, as applicable to the Parties.
“Applicable Law” means any of the following, to the extent that it applies to any person:
(a) any and all applicable laws, enactments, statutes, orders, rules, regulations, directives, ordinance or subordinate legislation, any exercise of prerogative and codes of conduct or regulatory policy, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances;
(b) decisions, orders, judgments and decrees of any relevant court, tribunal, Supervisory Authority or ombudsman; and
(c) any applicable direction, policy, rule or order that is given by a Supervisory Authority;
in each case as amended, supplemented, superseded or replaced from time to time
“Confidential Information” means in relation to either the DTI Provider or the DTI User, all information used in or otherwise related to that disclosing Party’s business, customers or financial or other affairs, in each case whether or not marked “Confidential”, and any and all other information clearly designated as “Confidential” by the disclosing person, in each case existing in any form;
“DTI Provider’s Services” means the services provided by the DTI Provider to the DTI User, including but not limited to the listing of loans on its platform Loansweeper®, the Analytics and/or the ECS Toolbox, as the case may be;
“Malware” means any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence;
“Security Breach” means any unauthorised access, attempted unauthorised access or indication that there is a risk of unauthorised access to or interference with the systems or data owned, held or managed by either the DTI Provider or the DTI User by any Third Party or by a Party in breach of the terms of the DTI Terms and Conditions;
“Security Requirements” means those requirements listed at Schedule 1;
“Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority (including a supervisory authority under Applicable Data Protection Law), board or other body responsible (in the context in which such term is used) for regulating a Party and/or any matters relating to the performance by any Party of its obligations under this Agreement or for collecting, assessing or administrating tax;
“Third Party” means any person other than a Party to the DTI Terms and Conditions, an employee, director, officer or agent of a Party to the DTI Terms and Conditions or any tax authority;
The DTI Provider will provide access to the DTI on an ‘as is’ and zero-fee basis. The DTI Provider provides the DTI on a discretionary basis and does not warrant that the DTI will be uninterrupted, timely, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from using the DTI. Subject to the foregoing, the DTI Provider will use its reasonable endeavours to prevent interruption to the access to the DTI as is reasonably practicable for it to do so. The DTI Provider reserves the right to limit access to and/or use any DTI by various means and using various criteria.
3.1 The DTI User will use reasonable endeavours to ensure that the data provided will be as far as possible without material error.
3.2 The DTI User will only provide data in compliance with Applicable Data Protection Law.
3.3. The DTI User will comply with all legal requirements and refrain from creating content that is unlawful or otherwise objectionable, or any content that may be construed as such.
4.1 The DTI are and remain the property of the DTI Provider and are protected by applicable intellectual property laws. Upon successful registration, the DTI Provider grants the DTI User a non-exclusive, non-transferable, revocable and non-sublicensable right to use the DTI to the extent required for the DTI Provider to provide the relevant Services to the DTI User.
5.1 Both Parties will use at least the same degree of care, to safeguard the Confidential Information of the other Party as it employs with respect to its own Confidential Information of a similar nature.
5.2 Neither Party will disclose or use any such Confidential Information other than in connection with, and only to the extent necessary for the performance of its obligations under, or to exercise any rights of licences granted by, the Services.
5.3 Both Parties may disclose Confidential Information:
5.4 Notwithstanding the expiry or early termination of the DTI Terms and Conditions, the provisions of this Clause 5 will continue to apply to each Party without limit in time.
5.5 The text of any press release or other communication made by either Party to be published by or in the media concerning the subject matter of these Terms will require the approval of both Parties.
6.1 Both parties will:
6.2 On the occurrence of a Security Breach, the DTI User must notify the DTI Provider as soon as reasonably practicable and in any case within forty-eight (48) hours of the DTI User becoming aware of the Security Breach and provide the DTI Provider with all the information it has available to it regarding the data affected by the Security Breach.
6.3 The DTI User is prohibited from, and will not engage, in any of the following activities:
The DTI Provider may terminate the DTI User’s access to the DTI without prior notice.
No Party other than the DTI Provider may assign, novate or transfer in any way, or charge the benefit of, any of its rights, liabilities or obligations under the DTI Terms and Conditions on a temporary or permanent basis to any Third Party.
Each Party agrees that the DTI Terms and Conditions and relationship between the Parties will be exclusively governed by and interpreted in accordance with German law and that all disputes arising out of or in connection with the DTI Terms and Conditions will be exclusively governed by and determined in accordance with German law and (subject to the dispute resolution procedure) each Party expressly and irrevocably submits to the exclusive jurisdiction of the Frankfurt am Main, Germany Courts in relation to all such disputes and any other claim or matter arising under or in connection with the DTI Terms and Conditions.
the DTI User will notify the DTI Provider within any specified timescale (or, as a default, as soon as possible after becoming aware) of any actual or suspected security breach of the DTI User’s System.