Terms and Conditions of Use
Last update: July 2019.
Welcome to Nubentos, the API Marketplace for Health.
This document contains the Terms and Conditions of Use that govern your business relationship with Nubentos The API Marketplace for Health SL (hereinafter “Nubentos”), and the use of our services implies the acceptance of these clauses by you. Please read it carefully and send us any questions that may arise.
Throughout this document, when you read “our services” we will refer to the use of the website and / or the Nubentos API Marketplace platform, which includes both the Nubentos API API Publisher and the Nubentos API Store.
In order to use our services, you must be able to form a legally binding contract with Nubentos, which includes, among others, the legal age to enter into a contract and be able to receive services according to the laws of Spain and any other applicable jurisdiction. IF YOU DO NOT HAVE THE CAPACITY SET FORTH ABOVE, YOU MUST REFRAIN FROM USING OUR SERVICES IMMEDIATELY.
These Terms apply to the entities that provide access to their APIs through our services (hereinafter, “customers”, “our customers”, “API providers”, “API Publisher users”) and the entities that obtain access to the APIs through our services (hereinafter, “consumers”, “API consumers”, “API Store users”).
Whether you are an API provider (our customer) or an API consumer (our API Store user), by checking the box “I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS OF USE” you are legally bound to its content in all its terms, which means that you meet the necessary conditions to do so according to the laws of the applicable jurisdiction.
DEFINITION OF OUR SERVICES
Nubentos is an API Marketplace for Health.
We provide the necessary tools to enable our customers to, among other things, publish their APIs, manage their life cycle and establish a fee for their use. We provide them with free access to the Nubentos API Publisher.
At the same time, we provide the necessary tools to enable our API Store users to consult the APIs published by our customers, test them and subscribe to them in order to integrate them into their software products.
ACCESS TO OUR SERVICES
For API publishing
Accessing the Nubentos API Publisher, and therefore, becoming one of our customers with full capacity for publishing and monetizing your APIs in our API Marketplace, will only be possible by invitation, or by request and subsequent authorization. The interested entities may request access through the corresponding form, which is published for that purpose on our website, or by sending an email to firstname.lastname@example.org.
Requesting access to the Nubentos API Publisher does not imply in any way any guarantee that such access will be granted. Nubentos will contact you, as the requesting entity, to study your business case and the suitability to let you publish your API in our API Marketplace for Health. Nubentos exclusively reserves the right to authorize or deny access to the Nubentos API Publisher for the publication of your API.
Some of the criteria used by Nubentos to select the APIs to publish in its Marketplace for Health are:
- Added value to the health ecosystem
- Quality of the business case in terms of interoperability
- Compatibility with the characteristics of the API Economy
- Other details that may arise
For API Consuming
Accessing the Nubentos API Store is open to any visitor or internet user. This open and free access only allows viewing and consulting the APIs published by our customers. The visitor who wishes to subscribe to an API must sign up and therefore accept the Terms and Conditions of Use listed here.
As an API Provider (Nubentos customer)
In case you are granted access to the Nubentos API Publisher, you become our customer.
By doing so, you agree to:
- Publish only the APIs authorized by Nubentos. You must inform us before publishing new APIs or make substantial modifications to the published APIs, in which case you must regain the approval of Nubentos before making such changes or publishing such APIs. Nubentos reserves the right to withdraw access to the Nubentos API Publisher, as well as to remove the previously published APIs, if:
- these APIs are modified to the point of moving away from the business case analyzed and authorized by Nubentos, or
- they no longer meet the criteria that Nubentos considers appropriate to stay in its Marketplace, or
- you make substantial changes or publish new APIs without the authorization of Nubentos.
- Consider your API subscribers as your customers, and establish with them the usual communication channels that guarantee a proper consumer experience, service quality and stability, and adequate support level.
- In particular, you grant your subscribers a limited, non-exclusive, non-transferable, non-sublicensable, revocable API License, subject to the pricing plans established in your API within Nubentos, which allows your subscribers to use your API in their software products, in accordance with your own terms and conditions of use, in everything that does not contradict the terms and conditions of use contained herein.
- Not to establish with your API subscribers any agreement or pre-agreement to use your APIs outside the Nubentos API Marketplace.
- Publish in each API the necessary documentation to facilitate its use by your possible API subscribers. This documentation must include the way to contact you for support, bugs, etc.
- Maintain the life cycle of your APIs in a coordinated manner with your subscribers, your API consumers, in a way that guarantees the continuity of the service provided to their software products.
- Bill your API subscribers for the use of them, according to the rates established by you in the subscription tier chosen by them, and the usage metrics obtained in the Nubentos platform.
- Pay Nubentos, against invoice, the applicable charges according to the current Nubentos pricing policy.
- The commission and/or fees charged by Nubentos will be charged on the amounts invoiced by the customer to the consumers of its API, in such a way that it will never cause the client a higher cost than the income obtained by the client through the platform.
- Maintain a fluid communication and in reasonable terms to allow a correct performance of the service, oriented at all times to guarantee the publication of its APIs and the administration of its workspace.
- Collaborate with Nubentos in the preparation of promotional material for their APIs in our API Marketplace (articles, eBooks, etc.), under the coordination of Nubentos. These contents may be published, in addition to Nubentos, by the owners of the APIs involved, with the sole condition that they direct the visitor and refer only to the Nubentos website and / or API Marketplace to access the content and / or the API.
- Collaborate with Nubentos for the administration of your work space in Nubentos, in particular by providing the information that Nubentos requests to be able to perform a correct administration and configuration of pricing plans, throttling policies, roles, permissions, etc.
As an API consumer (Nubentos Store user)
When a visitor of the Nubentos API Store subscribes to one of the APIs published by our customers, it becomes a consumer for that API.
By doing so, you agree not to incur any of the scenarios listed below:
- Using the APIs for a different use case / business case of that one for which they have been published
- Arrogating the authorship or intellectual property of the APIs to which you are subscribed
- Making abusive or negligent use of the APIs to which you are subscribed
- Neglecting to pay each API provider according to the invoices issued by them, and to your API usage.
- Not attending, ignoring or paying insufficient attention to the guidelines that the API provider establishes within the framework of its APIs life cycle maintenance, such as the publication of new versions, modifications, deprecations, etc.
- Endangering the stability of the API Marketplace platform with stress tests, volume or similar, for which previously you must request the necessary coordination, both with Nubentos and with the API provider involved
- Using the APIs in connection with an Application that offers, allows or promotes gambling, or that is or in any way promotes the offense, insult, harassment, threat, discrimination, vulgar expressions, pornography, unethical conduct, illegal conduct or any other conduct that in our opinion is considered inappropriate
- Disclosing, sharing, transfering your Token, or allowing access to your Nubentos account to any third party
- Infringing, abusing or making statements about the intellectual property of the APIs
- Transmitting or introducing viruses, worms, Trojans or any other malicious software through its Application or your access to / use of an API
In the event that either the API provider or Nubentos, identify any of these scenarios, the API provider may block access to its APIs until the irregular situation ceases, and Nubentos may withdraw access to the API Store. Both the API provider and Nubentos may also take legal action that they deem appropriate based on the situation detected.
RESPONSIBILITIES AND GUARANTEES
Nubentos is a mediation platform between entities that own APIs and consumer entities of said APIs. Therefore, it is not up to Nubentos to offer any guarantee to any of them regarding the other party.
Nubentos expressly declines any guarantee or responsibility for the functioning of the APIs published in its Marketplace. The APIs are offered “as is” and are published by their providers.
Nubentos expressly declines any guarantee or liability for the use that API consumers make of them in their software products.
We do not offer or guarantee any availability in the functioning of the Sandbox Environment of any of the APIs published in Nubentos. This Agreement does not give you any right to receive maintenance or support from Nubentos for any API or software product that consumes it. Our customer, as the APIs provider, is solely responsible for providing any technical assistance or maintenance on their APIs. And the APIs consumer, as the owner of the software products where the APIs are integrated, knows and accepts that Nubentos does not offer or provide any technical assistance or maintenance to the users of their Application (s) and will not reveal or give understand any of those users that Nubentos provides such assistance and maintenance services.
To the extent permitted by Spanish law, our liability, derived from or related to your use of the Nubentos Marketplace platform to publish your APIs and / or consume the published APIs, is limited in accordance with what is established herein. This limitation of liability, to the extent permitted by Spanish law, will apply to compensation arising from any damage, whether indirect, incidental, consequential, special, exemplary or punitive, or arising from a guarantee offered, of contractual or extra-contractual liability (including gross negligence or fraud) or any other, even though we may have known the possibility that those damages could occur.
From API providers (Nubentos customers)
The intellectual property of the published APIs in Nubentos belongs entirely to their providers (our customers).
In the same way, it corresponds to our customers the guarantee and responsibility on the functioning of their APIs.
To the maximum limit allowed by applicable legislation, our customers, without requiring a prior declaration of the right to be compensated, must indemnify us, protect us, defend us and leave us unharmed, both to us and to our collaborating companies, if any, their directors, employees, administrators, agents, third parties, attorneys-in-fact, successors and assigns of any claim by administrative or governmental organs or any other third party, for damages, including the imposition of fines of an administrative, civil or criminal nature and the damages and losses caused or alleged by simple communication or legal claim, before us or our collaborating companies, if any (including costs, expenses and / or court fees as well as attorneys), that are related, associated or derived from their APIs, or by their use by any consumer, in all or in part, one or several APIs (even if such use was fraudulent), their use or access or that of any third party with respect to any API (even if it is a fraudulent activity) and any breach of the Contract by you. We will have the right to select the legal team that will be responsible for our defense and that must be hired by you. In case you select the legal team, this decision will be subject to prior approval by us. We reserve the right to take charge of our defense or to make you responsible for it in the face of any claim mentioned, without the latter entailing a waiver to participate or reach an out-of-court settlement over it at our expense. You will reasonably cooperate with us in any of these defenses assuming the costs arising from it. This indemnity clause and the rights and obligations granted by or through it are additional and do not exclude or substitute any other damages that may arise from the execution of this Contract.
From APIs consumers (Nubentos Store users)
The intellectual property of the software products that integrate the APIs published in Nubentos, belongs entirely to their owners (APIs consumers).
In the same way, it is up to the APIs consumers, as owners of the software where they are integrated, to offer the guarantee and responsibility for the operation of their software product, and the correct use of the APIs they consume.
You (APIs consumer) are solely responsible for your Application (including, but not limited to the actions and / or claims that you or others face in relation to your Application), including, but not limited to, the development of your Application, the operation thereof, maintenance, compliance with all applicable local, state, federal and international laws and regulations and all the materials that appear on it.
For example, and without intending to establish an exhaustive list, you are the only and fully responsible for:
- Creating and publishing, and ensuring the accuracy, quality, integrity, legality, trust, completeness and relevance of the information you post on your website and / or your Application;
- Ensuring that all the data that you or your Application provide us are authentic, real and serve to make a valid transaction;
- Ensuring the accuracy, quality, integrity, legality, trust, completeness and adequacy of the data that you and / or your Application provide us under this Agreement, including but not limited to the data that you provide us with, your Application and / or use of the API Content / Service;
- Using and disclosing the service offered by the API in accordance with this contract and with any agreement between you and a third party, be it a natural or legal person, including any restriction or requirement established for you by the person or entity that stores your site.
- Using and / or exposing the service offered by the API on or within your software in a way that does not infringe or unduly appropriate the rights of any third party (person or entity), including copyright, trademarks, privacy, publicity, or any intellectual property right or proprietary rights;
- Complying with any regulations that may apply, including, but not limited to, consumer protection, intellectual property, personal data protection and export;
- Carrying out the technical operations of your Application, and assuming the damages arising from any acts or omissions carried out by your end users in the same terms that you assume them under this Contract.
To the maximum limit allowed by the applicable legislation, APIs consumers in Nubentos, without requiring a prior declaration of the right to be compensated, must indemnify, protect, defend and leave us unharmed, both to us and to our collaborating companies if any, their directors, employees, administrators, agents, third parties, attorneys-in-fact, successors and assigns of any claim of administrative or governmental organs or of any other third party, for damages, including the imposition of fines of an administrative, civil or criminal and damages caused or alleged by simple communication or legal claim, before us or our collaborating companies if any (including costs, expenses and / or court fees as well as those of lawyers and solicitor), which are related, associated or derived from your software product, or by the use by any third party, in whole in part, of one or several APIs (even if such use is fraudulent), of their use or access, or any third party’s use of or access to any API (even if it is a fraudulent activity) and of any breach of the Contract on your part. We will have the right to select the legal team that will be responsible for our defense and that must be hired by you. In case you select the legal team, this decision will be subject to our prior approval. We reserve the right to take charge of our defense or to make you responsible for it in the face of any claim mentioned, without the latter entailing a waiver to participate or reach an out-of-court settlement over it at our expense. You will reasonably cooperate with us in any of these defenses assuming the costs arising from it. This indemnity clause and the rights and obligations granted by or through it are additional and do not exclude or substitute any other damages that may arise from the execution of this Contract.
CANCELLATION OF OUR SERVICES
As a consumer of the APIs published in Nubentos, you can cancel your subscription to an API at any time, knowing that from that moment you will not be able to consume said API, so your software could experience operational problems.
As a Nubentos customer, you can unsubscribe at any time from Nubentos from the first year, communicating to email@example.com 2 months in advance, being this communication irrevocable. In this case, you are solely responsible to manage with the consumers of your APIs the interruption of the service that the software products that consume your APIs will experience through Nubentos. Once Nubentos is notified of your decision to terminate as a customer, and only in that case, you are authorized to deal with your API consumers their access to your services through other channels unrelated to Nubentos, during the 2 months that it will keep your APIs operational in our Marketplace.
During the 2 months immediately following the notification of the cancellation, Nubentos will continue to invoice you according to its pricing policy. After 2 months from your communication, Nubentos will stop billing and interrupt your subscriptions and / or remove your APIs from our Marketplace, informing you promptly.
Nubentos needs to know certain information of the entities that want to publish their APIs in our Marketplace, in order to guarantee that the Nubentos API Store only includes APIs that add value to the healthcare ecosystem.
Whether these entities are contacted by Nubentos in their commercial prospecting activity, or if they are those entities that request to be Nubentos customers, it is possible that, after analyzing the information shared by the entity in question, it will not be authorized to publish its APIs.
In any case, Nubentos will use this information solely for the purpose of evaluating the suitability of the API proposed for publication in the Nubentos Marketplace, and under no circumstances will it assign it or share it to any other company apart from the Nubentos collaborating companies if any.
The transfer of such information to Nubentos collaborating companies would only occur if the APIs were authorized to be published and, therefore, you become our customer. In this case, with the sole objective of designing and promoting the best marketing and commercial strategies to attract consumers to your APIs, Nubentos may assign this information to subcontracted companies for that purpose, if any.
Both Nubentos customers and API consumers understand and accept that they are responsible for securely saving and protecting their access credentials to the Nubentos Marketplace, and to the APIs published therein, regardless of the type of credentials (username and password, token, etc.).
Nubentos will not be liable in any way for any damage or harm that may be caused by the non-observance by customers and / or consumers of this obligation of confidentiality.
Nubentos customers and APIs consumers published in the Nubentos Marketplace, grant permission to Nubentos to use their brand image exclusively for promotional, commercial and marketing purposes. For this purpose, they will provide us with information, files, images, pantones, etc. and in general any element that conforms to their brand image.
You acknowledge and agree that we may, at any time and at our discretion, modify these Terms and Conditions of Use.
We may, at our sole discretion, change the terms of the agreements at any time by posting modified, updated or modified terms and conditions (“updates”). By continuing to access and use the website and our services after we have posted an update on the website or we have notified you of a modification, you are indicating that you agree to be subject to updates. If the updates are not acceptable to you, your only remedy is to stop using the website and our services.