LUXHUB MARKETPLACE TERMS OF USE

 

  1. Who is LUXHUB?

LUXHUB is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, registered in the Luxembourg Trade and Company Register under number B 223400 and having its registered office at 153-155, rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg (“LUXHUB”).

LUXHUB is authorized by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) under n° I00000129 as a secondary IT systems and communication networks operator of the financial sector in accordance with Article 29-4 of the Law of 5 April 1993 on the financial sector, as amended. LUXHUB furthermore holds a business licence n°10116353/0.

 

  1. What is the Marketplace?

The present online marketplace (the “Marketplace”) is developed, operated and managed by LUXHUB and can be accessed via https://marketplace.luxhub.com/ and https://developer.luxhub.com/. The purpose of the Marketplace is to connect potential consumers (the “User(s)”, also hereinafter referred as “you”) with providers (the “Providers”) of application programming interface (“API”) based products (“Products”).

By registering on the Marketplace, Users may access to LUXHUB’s and Providers’ Products description. Some of these Products may be tested by the Users in a sandbox environment i.e. an environment in which the API is available for connection and functional testing (the “Sandbox”) and may be consumed in production environment

 

  1. Who may access to the Marketplace?

Professionals solely.

The Marketplace, the Sandbox as well as any content published thereon are for business/professional uses only. In this respect any and all Users explicitly confirm and undertake that they are not acting as a consumer (within the meaning of the Luxembourg consumer code, as amended from time to time).

 

  1. When do these Terms of Use apply to you?

The access, registration and the use of the Marketplace and the Sandbox by a User is governed by the present terms of use (the “ToU”) which constitute the binding agreement between each User and LUXHUB. You acknowledge and agree that any acceptance of these ToU expressed by electronic means shall have the same legal value as a handwritten signature.

When you are accessing, registering on or using the Marketplace within the context of your employment relationship or as agent of a legal person (the “Entity”), you understand that the ToU is binding towards the Entity. You therefore personally warrant LUXHUB that you have the right and authority to represent and act in the name and on behalf of the Entity. The Entity is therefore also encompassed in any provision referring to the “User(s)” and “you”.

Should you disagree with these ToU, you shall in no event try to access, register or use the Marketplace.

 

  1. What may change once you have accepted these ToU?

ToU’s amendments. LUXHUB may modify these ToU in its sole discretion at any time without prior notice. LUXHUB will inform the Users thereof by publishing a message in the Marketplace. The User shall regularly consult these ToU. In the event where the User refuses the amendment(s) performed, it shall cease to use the Marketplace and request removal of its accout.

ToU’s complements. Additional terms applicable to specific functionalities of the Marketplace may apply. In the event of discrepancies between the present ToU and those additional terms, the latter shall prevail.

Marketplace’s functionalities’ changes. LUXHUB may, in its sole discretion, modify, improve, update and/or evolve the Marketplace and/or the Sandbox at any time and without prior notice. LUXHUB will inform the Users about such modification by publishing a message in the Marketplace. Each User shall implement at its own costs and use the most current version of the Marketplace and/or the Sandbox. 

Within a period of thirty (30) days as from the publication of the relevant message in the Marketplace, the User is deemed to have accepted the relevant changes. Should a User refuse the amendments, it shall request the removal of its account.

 

  1. How can you register and use the Marketplace?

LUXHUB reserves the right to reject any User’s registration without providing any reason.

Each User hereby confirms that any and all information, documents and any other data it has provided during the registration is true, accurate and up to date. Each User shall notify LUXHUB in case of any change.

Each User shall keep its credentials and password confidential (the “Logins”) and cannot transfer, sell or otherwise disclose its Logins to any third parties. When a User is aware or suspects that its Logins are compromised, it shall inform LUXHUB immediately.

 

  1. DO’S & DON’T’s

 

You shall:

 

 

 

 

 

  • use the Marketplace and the Sandbox for business and professional purposes only
  • have the requisite/lawful power, authorization and legal right to access, register and use the Marketplace/Sandbox
  • make sure that the access, registration and the use of the Marketplace and/or the relevant Sandbox is within its corporate benefit and corporate object
  • at all times, comply with all applicable laws, regulations and regulatory requirements and to have all required consents, authorisations, licenses, permits and registrations
  • comply at all times with any and all documentation, requirements and/or instructions that LUXHUB and/or the Provider, as the case may be, has issued in connection with the Marketplace and/or the relevant Sandbox
  • comply at all times with any and all documentation issued by Providers in connection with its API(s)
  • carefully configure your IT material for the access and the registration to the Marketplace 

You shall not:

 

 

 

 

 

 

 

 

  • carry out any illegal/illicit activity and/or business and/or transactions on the Marketplace
  • infringe or claim ownership of LUXHUB’s and/or Providers’ intellectual property
  • assign, disclose, distribute, lease, market, publish, rent, sell any portion of the Marketplace and/or the Sandbox nor create any lien/encumbrance of any kind on the Marketplace or the Sandbox (or any part of it)
  • adversely impact the access to or use of the Marketplace and/ or the Sandbox
  • modify, circumvent, or disable any element of the Marketplace and/or the Sandbox
  • reverse engineer, reverse assemble, reverse compile, decrypt or unmask all or any portion of the Marketplace and/or the Sandbox
  • contaminate the Marketplace and/or the Sandbox by transmitting any viruses, defects or any malware
  • use any / robot automated functionalities to retrieve / index any portion of the Marketplace and/or the Sandbox for any unauthorized purpose
  • use real data and in particular personal and sensitive data in the Sandbox
  • pretend to third parties that transactions carried out in the Sandbox environment are real

 

  1. Intellectual property rights

Each User acknowledges and accepts that LUXHUB and its respective licensors are owners of all legal right, title and interest in the Marketplace and the Sandbox (including any modifications hereof). Each User shall not modify, copy, reproduce, translate and/or in any way alter LUXHUB’s or its respective licensors’ intellectual properties.

LUXHUB and its respective licensors reserve all rights in and to the Marketplace/Sandbox.

LUXHUB hereby grants each User a revocable, limited, royalty-free, as-is, non-exclusive, non-transferable, non-sub licensable, license to access and use the Marketplace/Sandbox to test, subscribe to, and/or purchase API(s).

Any and all intellectual property rights in relation directly or indirectly APIs are the sole property of the relevant Provider(s) and are protected and subject to applicable laws and terms and conditions of the relevant Provider(s).

The names, trademarks, labels, designs or logos appearing in the Marketplace, the Sandbox and/or APIs are the property of LUXHUB and/or Providers and are duly registered or in the process of being registered.

As a User, you do not have the right to copy, create derivative works, display, distribute, grant license, modify, reproduce, sell, transfer or transmit the Marketplace or any content published thereon. You are not allowed to use LUXHUB’s name, logo, trademark(s) or mention in written the Marketplace towards third parties without having obtained LUXHUB’s prior written consent.

 

  1. In which cases might APIs be removed from the Marketplace?

Providers and APIs are selected by LUXHUB based on certain criteria (the “Criteria”) and subject to the execution of an agreement between LUXHUB and the Providers.

The User understands that APIs might be removed from the Marketplace in the event where (i) the Provider decides to cease the publication of its API(s) (on the Marketplace), (ii) the agreement between LUXHUB and the Provider is terminated or (iii) the Provider or the API do not meet the Criteria any longer. In such as case, LUXHUB will inform Users thereof by publishing a message in the Marketplace.

 

  1. What are the steps to consume an API on the Marketplace?

To consume an API on the Marketplace, you shall have accepted the present ToU as well as the Providers’ Terms & Conditions applicable to the relevant API(s), as the case may be. Authentication steps will then have to be fulfilled as per LUXHUB or the Provider’s requirements. 

 

  1. Suspension, deletion and termination

LUXHUB reserves the right to suspend or terminate a User’s right to access and/or use the Marketplace and/or Sandbox if such User fails to observe any of its obligations laid down in the present ToU.

LUXHUB reserves the right to automatically delete, erase and/or remove all of work, data, documentation, account and any other information of a User from the Sandbox if such User (i) has not used the Sandbox for a period of 6 months or (ii) a User does not go to production within a period of 6 months since his/her first registration.

LUXHUB may furthermore delete any Users’ account in the event of continuous inactivity on the relevant account during twelve (12) months.

 

  1. Warranty and liability

The Marketplace and the Sandbox are provided on an “as is” and “as available” basis WITHOUT ANY WARRANTY OF ANY KIND. To the fullest extent permitted by law, unless gross negligence or willful misconduct is evidenced, LUXHUB and Providers shall have NO DIRECT OR INDIRECT LIABILITY for any damage resulting from the access and/or use of the Marketplace and/or the Sandbox. LUXHUB and/or Providers do notably not warranty, and Users explicitly acknowledge and agree, the Sandbox as being error free, available and/or accurate.

LUXHUB cannot be held liable for any infringement, misuse, damage and/or claim, whether direct or indirect, related to an API owned by a Provider including but not limited to such API’s intellectual property rights, content, services and/or data.

LUXHUB makes hyperlinks to other websites available in the Marketplace and/or in the Sandbox for information purposes only and do not provide any kind of warranty for third party website/content.

Each User shall indemnify and hold LUXHUB harmless against any and all third party’s claims or demand, including reasonable attorney’s fees, arising out of or related to a breach of the ToU by the User,

 

  1. Confidentiality

Any non-public information related to the Marketplace and/or the Sandbox are deemed to be confidential and proprietary information of LUXHUB (the “Confidential Information”) which cannot be disclosed to third parties without prior written agreement of LUXHUB.

Upon termination of the User’s account whatever the reason, each User undertakes to destroy any and all Confidential Information and provide LUXHUB, upon the latter’s request, the proof of such destruction.

LUXHUB may, without prior notice, inform and provide its auditor, any competent regulator or other governmental authority with information about a User’s use of and its work in the Marketplace and/or the Sandbox.

 

  1. Miscellaneous

Nothing in these ToU shall be construed as creating a partnership, franchise, agency, fiduciary, employment or joint venture relationship of any kind between a User and LUXHUB.

If a provision of these ToU is (found to be) unenforceable, this will not affect the validity and the enforceability of the other provisions of these ToU.

LUXHUB may assign, transfer, sub-contract or otherwise deal with the rights and obligations depicted in these ToU without notifying Users or obtaining Users’ consent. Users may not assign, transfer, sub-contract or otherwise deal with the rights and obligations depicted in these ToU.

Notice/notifications are published in the Marketplace and sent by email to the relevant Users to the email address provided during the registration process.

Users shall send their notice/notifications to LUXHUB by email at the following address: This email address is being protected from spambots. You need JavaScript enabled to view it..

  

  1. What is the governing law and competent jurisdiction?

The present ToU and any non-contractual obligations arising out of or in connection with it are governed by and interpreted in accordance with the laws of Luxembourg (without giving effect to any conflicts of law provisions) and the courts of Luxembourg-city shall have exclusive jurisdiction in respect of any dispute which may arise.

 

 

 

PSD2 APIS SPECIFIC TERMS OF USE

 

The LUXHUB Marketplace Terms of Use apply mutatis mutandis to any User accessing the Marketplace to consume PSD2 APIs solely, to the exception of Article 6, 9, and 10 of the ToU which shall be read as follows:

 

  1. How can you register and use the PSD2 APIs on the Marketplace?

Access to the PSD2 APIs in Sandbox is restricted to: payment initiation service providers, payment service providers issuing card-based payment instruments and account information service providers, or payment service providers that have applied for the relevant authorisation (Art. 30 (5) of the Commission Delegated Regulation (EU) 2018/389 of 27 November 2017 (“RTS”)).

Access to the PSD2 APIs in production is restricted to: account information service providers, payment initiation service providers and payment service providers issuing card-based payment instruments (Art. 30 (1) of the RTS).

Each User hereby confirms that any and all information, documents and any other data it has provided during the registration is true, accurate and up to date. Each User shall notify LUXHUB in case of any change.

Each User shall keep its credentials and password confidential (the “Logins”) and cannot transfer, sell or otherwise disclose its Logins to any third parties. When a User is aware or suspects that its Logins are compromised, it shall inform LUXHUB immediately.

 

  1. In which cases might PSD2 APIs be removed from the Marketplace?

The User understands that APIs might be removed from the Marketplace in the event where (i) the Provider does no longer have a legal obligation to publish a PSD2 API or (ii) the PSD2 API is published at another place.

 

  1. What are the steps to consume a PSD2 API on the Marketplace?

To consume a PSD2 API on the Marketplace, you shall have accepted the present ToU. Authentication steps will then have to be fulfilled as per legal and regulatory requirements. 

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