State Street Enterprise API Management Platform Terms and Conditions

Last Updated: August 11, 2020

Please read these State Street Enterprise API Management Platform Terms and Conditions (“Terms”) carefully. These Terms form a binding contract between you and the organization that you represent (“you” or “Organization”) and State Street Bank and Trust Company (“State Street”).  By accessing the site, developer.statestreet.com, including all application programming interfaces and their associated tools and documentation (“APIs”) available on the site (collectively, the “Platform”), Organization agrees to be bound by these Terms. Organization agrees that a printed version of these Terms shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records. Organization agrees that neither the Content provided on, nor your users’ use of, the Platform shall modify or amend the terms and conditions of any other existing agreement between Organization and State Street.  The use and licensure of data accessed through the APIs is handled in other agreements between the parties.

You represent and warrant that you have full power, authority, and legal capacity provided by Organization to agree to these Terms.

BY USING THE PLATFORM, CUSTOMER agreeS to be bound by ALL THE TERMS AND CONDITIONS HEREIN. If CUSTOMER doES not agree to these Terms, then do not access or use the Platform. For the avoidance of doubt, to the extent that you are acting as a representative of an entity or organization, such organization or entity will be responsible for adherence to these Terms and any rights or obligations herein.

  1. MODIFICATION

State Street may revise these Terms from time to time in its discretion. When State Street makes such revisions, a notice will be posted on the Platform describing the changes. All revisions are effective when posted and apply to all access and use of the Platform thereafter. You are responsible for regularly reviewing these Terms. You can review the most current version of the Terms at any time via a link on the login screen of the Platform or from within the Platform.  Continued use of the Platform after the effective date of any posted revisions will be deemed acceptance of the revised terms.

  1. LIMITED LICENSE TO USE THE Platform AND API

    1. Provided that you comply with these Terms, State Street grants you:
      1. a limited, revocable, nonexclusive, non-assignable, non-sublicensable license and right to access the Platform, through a generally available web browser solely for the proper purposes set forth in these Terms; and

      1. a limited, revocable, nonexclusive, non-assignable, non-sublicensable license and right to run, download, access, configure, and load onto Organization’s systems the APIs available on the Platform in order to facilitate the integration and interoperability of information to be transferred between Organization’s users and State Street.
    2. Organization represents and warrants that all information provided on and through the Platform is true, correct, current, virus-free, and complete. State Street reserves the right to monitor, audit, and/or remove data or information (including e-mail messages) for any purpose sent over State Street’s network and the Platform.

    1. Organization remains fully responsible for all actions and use by its employees and its authorized designee’s use of the Platform.
  2. Restrictions on Use

Any unauthorized access to, use of or distribution of the Platform in violation of state and/or federal statutes as well as these Terms will result in immediate termination of your rights to access and use the Platform. Organization shall not, and shall cause your employees and authorized designees not to, (A) use the Platform in any manner that is unlawful; (B) permit any third party to use the Platform with State Street’s prior written consent; (C) sell, rent, license or otherwise use the Platform for any purpose other than as expressly authorized under these Terms; (D) allow or cause any information transmitted from State Street’s databases, including data from third party sources, available through use of the Platform, to be published, redistributed or retransmitted except as permitted by these Terms; (E) upload or otherwise transmit on or through the Platform content that is subject to any third-party rights unless any holder of such rights has given express authorization for distribution on the Platform; (F) modify the Platform in any way; (G) enhance or create derivative works based upon the Platform; (H) interrupt or attempt to interrupt the operation of the Platform; (I) use the Platform in a manner that could damage, disable, overburden, impair, or interfere with State Street or any other party’s use of the Platform; (J) gain unauthorized access to the Platform or any portion thereof; (K) knowingly transmit or upload to the Platform any item containing or embodying any virus, worm, defect, trojan horse, software bomb, or other harmful or malicious code or feature that does damage to or could interfere with, or degrade the Platform or the IT infrastructure used to operate the Platform; or (L) reverse engineer, decompile, or otherwise attempt to secure the source code for all or any part of the Platform.  State Street reserves the right to prohibit access to anyone determined to be violating or attempting to violate these Terms.

  1. Termination, Suspension, or Removal

    1. These Terms are effective until terminated. State Street may terminate these Terms with or without notice to you by terminating your account or otherwise discontinuing any APIs available on the Platform.

    1. State Street may suspend or terminate your access to the Platform, or may terminate provision of the Platform or any portion thereof, for any or no reason at any time, with or without notice to you. STATE STREET MAY REMOVE ANY MATERIAL STORED ON THE PLATFORM. In the event that your accESS TO THE PLATFORM is terminated, suspended, cancelled, or removed, you will have no further access. You agree that State Street shall not be liable for any loss or damage caused, directly or indirectly, by any such termination, suspension, change, discontinuance, OR REMOVAL.
  2. Account and Password

In order to use the Platform, you will be assigned a username and password. This username and password should not be shared with others. You are responsible for maintaining the confidentiality of your username and password.  You are solely responsible for all communications, acts, or omissions that occur through the use of your username and password by you or any person or entity using a password provided by you, whether or not such access or use has been authorized by you.  If you believe that someone has used your account to access the Platform, contact us immediately. State Street will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.

  1. INTELLECTUAL PROPERTY AND Proprietary Information

    1. The Platform, and all content on the Platform, including the APIs, information, databases, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, methods, documentation and other information made available to you by State Street as part of the Platform and through the use of the Platform and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto (“Content”) is owned by State Street, and may be protected by U.S. and international copyright laws and treaties, patent, trademark, trade secret, and other intellectual property or proprietary rights laws. Content may not be copied, displayed, distributed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without the express written consent of State Street. The foregoing shall not apply to Content in the public domain or required by law to be made public. “State Street” and its logo are registered trademarks of State Street. All trademarks, service marks, trade names and logos appearing on this Platform are the property of their respective owners. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER THAT CONTENT WAS PROVIDED BY State Street, YOU, OR ANOTHER USER OF THE SERVICES.

    1. You agree that any information you provide on or through the Platform (“Input”) does not create an obligation for State Street to provide you any payment or other remuneration.  You agree that you may not upload or otherwise transmit on or through the Inputs that are subject to any third-party rights unless any holder of such rights has given express authorization for distribution on the Platform. 
  2. Disclaimer of Warranties; LIABILITY

    1. STATE STREET PROVIDES THE PLATFORM, APIs, AND OTHER CONTENT TO YOU ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. State Street does not warrant that you will be able to access or use the Platform (including the APIs) at times or locations of your choosing; that any servers, if applicable, on which the Platform, APIs or Content are hosted will be free of viruses or harmful components; or that the Platform and APIs will perform as intended.  State Street does not warrant the security, accuracy, adequacy, completeness, or timeliness of the Platform. To the maximum extent permitted by law, there is no warranty of any kind - express or implied - including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, accuracy, availability, and fitness for a particular purpose. You acknowledge that all Content is solely for the informational and other purposes set forth herein, and is not intended as financial, investment, legal or regulatory advice or as an offer, solicitation or recommendation of securities or other financial products, or to satisfy regulatory requirements or comply with any applicable laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory board, including the securities industry, which compliance is your sole responsibility. State Street is not responsible for your third party users’ use of the APIs available on the Platform or any Content delivered to those users.

    1. YOUR AND YOUR USERS UTILIZE THE PLATFORM SOLELY AT YOUR OWN RISK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. STATE STREET ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU.  IN NO CASE SHALL STATE STREET BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR OR YOUR THIRD PARTY USERS USE OF THE PLATFORM. THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. STATE STREET IS NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE PLATFORM OR USE OF THE PLATFORM.

 

    1. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF STATE STREET SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST STATE STREET OR ITS SUCCESSORS, ASSIGNS, SUBCONTRACTORS, AFFILIATES, REPRESENTATIVES, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THIS PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH State Street IS TO STOP USING THE PLATFORM.    
  2. Indemnity

You agree to indemnify, defend and hold harmless State Street, and its successors, subcontractors, affiliates, representatives, employees, agents, officers, directors, and shareholders from and against any and all claims, losses, liabilities, and expenses (including without limitation, attorneys’ fees), unless prohibited by law, arising from (i) your use of the Platform including the APIs; (ii) your violation of these Terms; (iii) any allegation that information you provide or make available through the Platform violates copyright, trademark, trade secret, privacy, or other intellectual property or any other rights of any third party; and (iv) your third party users’ use of the Platform including the APIs, whether authorized or unauthorized, including with respect to Inputs or other information you or your users transmit using the Platform.

  1. MISCELLANEOUS

    1. Severability.  If any provision of these Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected. No term or provision shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

    1. Choice of Law. These Terms are deemed to be made under and shall be construed according to the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of laws.  Except for actions for injunctive relief initiated by State Street, which may be brought in any court of competent jurisdiction, all action relating to this Agreement shall be brought in the appropriate state or federal court located in Boston, Massachusetts.  Each of the parties irrevocably consents to the jurisdiction and venue of the federal and state courts of the Commonwealth of Massachusetts.

    1. Notice. Notices to you may be made via posting to the Platform, by email, or by regular mail, in State Street’s discretion. Any notice or other communication to State Street given or permitted hereunder shall be in writing via email to api-support@statestreet.com.  Such notice to State Street shall be deemed to have been given on the date such notice is received.