Pricing, fees, usage parameters and/or other specifics and details for Partner’s access to or use of the API shall be as set forth in the applicable quote, order form, addendum or similar document or communication provided by or on behalf of Tratta and accepted by Partner (including, if applicable, Tratta’s order terms webpage accompanying or cross-referenced where and when Partner registers or signs up for the API), or if not otherwise set forth in any such formal document, webpage or communication, such pricing fees and/or other specifics and details shall be in accordance with Tratta’s standard published pricing and terms for the API (any of the foregoing, as applicable, being the “Order”). All applicable Orders for Partner shall be subject to and otherwise incorporated into these API Terms of Use. Unless otherwise agreed to by Tratta in writing, any terms in a purchase order or other communication or document provided by Partner will be null and void.  The “Effective Date” of this API Terms of Use shall be the earlier to occur of the date Partner first accepts or agrees to the Order or this API Terms of Use, or the date Partner first uses or accesses the API.

• API Usage Parameters.  Partner may use the API (including without limitation any data and information obtained therefrom) solely in accordance with the usage parameters set forth in the applicable Order. Without limiting the foregoing:
  
  Qualified Partner Services. Partner may only use the API (including any data and information obtained therefrom) for purposes of implementing and providing the specific Partner services specified in the Order and in any event only services that Partner provides to its customers, users and clients generally in the ordinary course of Partner’s business (“Qualified Partner Services”).
  Qualified Users. Partner may only use the API (including any data and information obtained therefrom) for purposes of implementing and providing Qualified Partner Services to Partner’s customers, users and clients that meet the following criteria: (i) they are also customers, users or clients of Tratta whose data is contained within Tratta’s Services, (ii) they are listed or described in the Order, if applicable, and (ii) they have been given all notices and provided all consents required for their associated data and information to be provided to and obtained by Partner through and using the API  (“Qualified Users”).
  Qualified Data. Partner may access, upload, retrieve or otherwise obtain only that data and information from, through or using the API that meets the following criteria: (i) such data and information is described or listed in the Order, if applicable, (ii) such data and information is tied to a Qualified User receiving Qualified Partner Services from Partner, (iii) such data and information is required for Partner to provide the Qualified Partner Services to such Qualified User, and (iv) such data and information falls within the scope of any required notices and consents given to and obtained from such Qualified User (“Qualified Data”).
  New Partner services, users and data may be added to any list of Qualified Partner Services, Qualified Users and/or Qualified Data in the Order if applicable (without limiting the other qualifications and requirements above), upon reasonable written request from Partner, subject to Tratta’s prior written approval in its discretion on a case-by-case basis.
  
• API License. Subject to these API Terms of Use, Tratta grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the API solely for purposes of implementing and providing your Qualified Partner Services for Qualified Users, in any event in the manner described in, and solely during the term of, these API Terms of Use.  Partner has no rights to, and shall not, access, download, retrieve or otherwise obtain any data and information from, through or using the API that is not Qualified Data.
  
• Unpaid Fees. If Tratta is not able to process payment of Fees using the Authorized Bank or Tratta otherwise fails to receive any Fees when due, Tratta may notify Customer. If after such notice to Customer, Tratta is still not able to process payment of Fees using the Authorized Bank (or does not otherwise receive such Fees within three days of such notice), then Tratta may suspend the Services and revoke Customer’s access to the administrative console for the Platform(s). Access will be reactivated upon payment of any outstanding Fees plus $50 per failed/late/returned attempt prior to the successful payment. During any period of suspension, Customer will not be able to access the administrative console for the Platform(s), and the online Platform(s) will not be accessible by users. If the outstanding Fees remain unpaid for 30 days following the date of suspension, Tratta reserves the right to terminate this Terms of Service. Any unpaid Fees (excluding amounts reasonably disputed by Customer in good faith) will bear interest at the rate of $25 or 2.5% per month (whichever is greater), or, if less, the highest rate permitted by applicable law. Customer shall pay all reasonable expenses (including attorney’s fees and court costs) incurred by Tratta in collecting unpaid Fees, excluding amounts reasonably disputed by Customer in good faith.
  

In addition to those restrictions and limitations applicable to the Services in general under the Terms of Service, when using the API, you will (and will ensure that your personnel and service providers will):

• only use the API to implement and provide Qualified Partner Services to Qualified Users;
  
• restrict disclosure of any passwords, user id’s or other credentials for the API to your employees, consultants or services providers who require access in order to implement, operate, maintain or update your Qualified Partner Services in accordance with these API Terms of Use, and who are subject to confidentiality obligations at least as protective as those contained herein;
• not use or access API or other Services in order to monitor the availability, performance, or functionality of the API or other Service or any portion thereof or for any similar benchmarking purposes;
• not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the API;
  
• not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of the API, other Services or any third party.
  
• not circumvent any technological measures intended to prevent direct database access or otherwise limit or restrict use of or access through the API, or manufacture tools or products to that effect;
  
• not request, access, download, retrieve or otherwise obtain more than the minimum amount of Qualified Data from or through the API needed to operate and provide the Qualified Partner Services to Qualified Users.
  
• not, except as authorized by Tratta in writing, substantially replicate products or services offered by Tratta or any Tratta Related Entity, including the Tratta API. Subject to the preceding sentence and the parties' other rights and obligations under the Terms (including confidentiality obligations and any restrictions on use of data), each party agrees that the other party may develop and publish Applications that are similar to or otherwise compete with such party's Applications;
  
• not develop an Application whose primary purpose is to migrate Qualified Users off of Tratta;
  
• not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Tratta API, any data obtained therefrom, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law.
  

Tratta may set and enforce additional limits on your use of the API (e.g., limiting the number of requests that you may make or the number of Qualified Users you may serve), in Tratta’s discretion upon prior written notice or as publicly posted by Tratta on its website (or as otherwise specified in an Order). You agree to, and will not attempt to circumvent such limitations. If you would like to use the API beyond these limits, you must obtain Tratta’s prior written consent.

Tratta reserves the right to require Partner to install or update certain portions of the API software, if any, in order to continue using the API and the associated Services. You acknowledge that Tratta may make updates to the API from time to time, and at its sole discretion. You must implement and use the most current version of the API made available to you by Tratta and to make any changes to your Qualified Partner Services that are required as a result of any such updates, at your sole cost and expense.

You are not permitted to use a service provider in connection with accessing or using the API (including any data or information therefrom) unless and until such service provider is obligated in writing to protect the API (including any data and information therefrom) to at least the same extent as provided for in these API Terms of Use including without limitation obligations to use the API solely on Partner’s behalf and to limit use of the API (including any data and information therefrom) solely to what is required to provide services to Partner in connection with Partner’s permitted use of the API, as well as obligations to keep the API (including any data and information therefrom) secure and confidential. You must ensure that any service provider complies with these API Terms of Use, and you acknowledge and agree that any act or omission by a service provider amounting to a breach of these API Terms of Use will be deemed to be a breach by you.  You will remain responsible and liable for each service provider’s compliance with these API Terms of Use. If requested, you will provide a list of your service providers to Tratta.

For the avoidance of doubt, the API and its access and use shall constitute a “Service” under Tratta’s Terms of Service as incorporated herein, and references to “Customer” in the Terms of Services shall refer to you, the Partner.

All data and information received, accessed, uploaded or otherwise obtained from or through the API by or for Partner (“API Data”) shall remain owned by Partner and/or its third party licensors and customers.  Subject to these API Terms of Use, Partner may use API Data that constitutes Qualified Data tied to specific Qualified Users solely for purposes of providing Qualified Partner Services to such Qualified Users, and Partner shall not, and shall have no right to, use the API Data for any other purpose or in any other manner.  Partner shall not, and shall have no right to, disclose, provide or make accessible the API Data to anyone other than (A) to the Qualified User to which such API Data relates in connection with the Qualified Services, and (B) to those of its employees, consultants and permitted service providers with a need to know for purposes of providing Qualified Partner Services to the applicable Qualified Users on behalf of Partner.  Except for the limited right to use as expressly provided in these API Terms of Use, Partner shall have no rights, title, interests or licenses in, to or under the API Data, by implication, estoppel or otherwise.

Any data or information downloaded, submitted or provided by or for Partner to Tratta or Tratta’s software through or using the API (other than any API Data) will remain the property of Partner and/or its third party licensors and customers and shall constitute and be treated as “Materials” under and in accordance with the Terms of Service.

• General Rules. Partner will not use the API Data in any way that is not explicitly and accurately disclosed to and, to the extent required, consented by, the Qualified User to which the API Data relates.  Partner will not copy the API Data except to the limited extent necessary to provide the Qualified Partner Services to Qualified Users in accordance with these API Terms of Use. The Qualified Partner Services shall not have the purpose, function or effect of transferring, sharing, selling, disclosing or otherwise providing any API Data to any third party other than the Qualified User to which such API Data relates.  Partner will ensure that its employees, agents and service providers comply with the terms and conditions of this Section 2.
  
• Privacy Policy. Partner will have in place and will present each Qualified User with a privacy policy and associated consent mechanisms that comply with all applicable privacy laws and provides adequate notice and obtains prior consent as required for the receipt, access, uploading, collection, use, storage and processing of the API Data in connection with use of the API by or for Partner in accordance with these API Terms of Use (“Partner Privacy Policy”). You agree to provide Tratta and/or the applicable Qualified User with access to a structured, commonly used, and machine readable copy of any API Data that you have that relates to the applicable Qualified Users for whom an appropriate request has been made, and to provide an opportunity to correct any such API Data.
  
• Deletion of API Data. Except to the extent otherwise required by applicable law, Partner shall delete all originals, copies and reproductions of the API Data within 10 days of the earlier to occur of (A) the termination or expiration of these API Terms of Use or of Partner’s rights to use the API hereunder, (B) when such API Data is no longer required to provide the Qualified Services to the Qualified Users to whom such API Data relates, or (C) when you receive an enforceable or legally binding request to delete such API Data from a Qualified User or Tratta. If you are unable to comply with the foregoing, you will promptly notify Tratta.
  
• Legal Compliance.  You will, and will ensure that your employees, agents and service providers will, comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies, including without limitation, to the extent applicable: (i) the California Consumer Privacy Act of 2018; (ii) the European Union General Data Protection Regulation (Regulation 2016/679); (iii) the ePrivacy Directive (Directive 2002/58/EC) or any local or European law implementing or replacing the same; (iv) the Canadian Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5); (v) the Federal Trade Commission Act of 1914 (15 U.S.C. § 43); (vi) the Gramm-Leach-Bliley Act and (vii) the Children’s Online Privacy Protection Act (15 U.S.C. § 6501-6505) or any regulations implemented pursuant thereto.
  
• Breach Notification. Partner shall promptly notify Tratta in writing of any actual or suspected breach or compromise (or other unauthorized use or disclosure) of any API Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence. Upon learning of the Data Breach, at your own cost, you will: (A) promptly remedy the Data Breach to prevent any further loss or unauthorized use or disclosure of API Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Tratta or Qualified Users; and (D) promptly answer questions from Tratta relating to the Data Breach, regularly communicate the progress of your investigation to Tratta and cooperate to provide Tratta with any additional requested information in a timely manner.
  

Partner shall take all organizational and technical measures necessary to ensure sufficient protection of, and prevent unauthorized use, destruction, modification, access or disclosure of, the API Data. To the extent reasonably possible, all API Data shall be stored and transferred in encrypted and/or pseudonymized form. Partner’s networks, operating system and software of your web servers, routers, databases, and computer systems involved in the Qualified Partner Services (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate the Qualified Partner Services and protect against unauthorized access to, disclosure or use of any API Data. With respect to any aspect of the Partner System you do not fully control, you will use all reasonable efforts to comply with the foregoing. You must diligently and promptly correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.

Tratta shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit the Qualified Partner Services and the Partner System to confirm Partner’s compliance with these API Terms of Use. If reasonably requested, you must provide Tratta with proof that your Qualified Partner Services comply with these API Terms of Use. YOU AGREE THAT TRATTA MAY MONITOR USE OF THE TRATTA API TO ENSURE QUALITY, IMPROVE TRATTA PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THESE API TERMS OF USE. This monitoring may include Tratta accessing and using your Qualified Partner Services, for example to identify security issues that could affect Tratta or Tratta’s systems. You will not interfere with this monitoring. Tratta may suspend access to the Tratta API by you or your Qualified Partner Services without notice if Tratta reasonably believes that you are in violation of these API Terms of Use.

Customer shall pay to Tratta the fees and charges for the API and related Services as set forth in the applicable Order in accordance with any payment terms set forth therein and in these API Terms of Use and the Terms of Service. Such fees and charges shall be part of the “Fees” under the Terms of Service and may be based on, for example, API usage or calls.

Payment terms for the Fees shall be as set forth on the applicable Order and otherwise as provided for in the Terms of Service.

Except as may be otherwise specified in the applicable Order, the term of these API Terms of Use and Partner’s right to use the API shall be from the Effective Date until the termination or expiration of the Terms of Service, and any termination of the Terms of Service shall also terminate this API Terms of Use and Partner’s rights to the API (including any API Data) hereunder.

In addition to the provisions in the Terms of Service regarding the effect of termination or expiration thereof (which shall also be applicable to these API Terms of Use), upon termination or expiration of these API Terms of Use (A) all rights granted to Partner hereunder with respect to the API (including any API Data) will immediately terminate and Partner shall cease using and accessing the API and any API DATA, and (B) Partner will promptly delete and destroy all API and API Data in its possession or control (except to the extent otherwise required to comply with applicable law).

All sections of this API Terms of Use that by their nature should survive termination or expiration will survive such termination or expiration of these API Terms of Use, including, without limitation, provisions concerning payment obligations owed, payable or accrued prior to termination or expiration, compliance, effect of termination, indemnification and limitations of liability.

Without limiting the indemnification provisions set forth in the Terms of Service, Partner shall also indemnify and hold Tratta and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any third party claims, demands, suits or proceedings (“Claims”) together with any resulting losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) due to, arising out of or related to: (A) the Qualified Partner Services and any client, customers or users thereof; (B) any agreement, warranty, condition, representation, indemnity or guarantee with or provided to any client, customer or user of the Qualified Partner Services or other third party in connection with the Qualified Partner Services; (C) your use of any API Data or any breach of API Data; or (D) any breach by Partner of these API Terms of Use.

Partner will have in place and will present each Qualified User with an agreement that contains provisions at least as protective of Tratta as those in these API Terms of Use. Partner must inform Qualified Users in such agreement that: (i) Partner is solely responsible for the Qualified Partner Services; (ii) Tratta is not liable for any fault in the Qualified Partner Services or any harm that may result from the use thereof or data or information therefrom; (iii) Tratta cannot provide assistance with the installation or use of the Qualified Partner Services; and (iv) Partner is solely responsible for any liability which may arise from a Qualified User’s access to or use of the Qualified Partner Services. The relationship between a Qualified User and Partner is strictly between the Qualified User and Partner, and Tratta is not obligated to intervene in any dispute arising between them. Under no circumstances shall Tratta be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Qualified User. These limitations shall apply even if Tratta has been advised of the possibility of such damages.

For the avoidance of doubt, the limitation of liability provisions set forth in the Terms of Service shall also apply to this API Terms of Use as well as the API and the API Data (and Partner’s use thereof).