1. What these Terms cover
QBE Asia Group Member means at any relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations (whether through holding of voting rights, by contract or otherwise) (“Group Member”).
2. Right to Use APIs
(a) use any of the APIs to access and use the API Services on a revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable basis; and
(b) develop or host the website (s) (intended to be viewed through a general-purpose web browser) and/or personal computer and/or mobile device application(s) and that are designed to access and use the API Services only via the APIs (an "Authorised Application").
2.3 We reserve the right, in our sole discretion, to refuse to provide access to the API Services for any website or application.
2.4 In addition, any end-user of the Authorised Application ("End Users") that is a broker agency must execute the QBE Asia distribution agreement which is available upon request or the QBE Asia services agreement in order to access the QBE Asia APIs via the Authorised Application.
3. How You May Use the APIs
3.1 In using the APIs and developing or hosting Authorised Applications, you shall:
(a) comply with any design guidelines or other rules for the APIs that we provide;
(b) design and operate Authorised Applications so as to minimize the usage of the computing resources of the QBE Asia System, and promptly remedy any situation resulting in an unusually high number of transactions being sent to or received by the QBE Asia System;
(c) provide a privacy statement for each Authorised Application that accurately informs End Users how data related to their use of the Authorised Application will be used.
3.2 Before the retirement of an API version, QBE Asia will provide 90 days advance notice. You will upgrade to a currently supported version in advance of an API retirement. If you do not do so, you acknowledge that applications using the retired API version are unlikely to function.
4. How You May Not Use the APIs
4.1 In connection with an Authorised Application, and in using the APIs, you shall not:
(a) use the APIs except through an Authorised Application;
(b) take any action on behalf of an End User (as defined below) unless the End User has expressly granted you permission to take that action;
(d) mislead any End User;
(e) permit any other person to access and/or utilize your Credentials;
(f) use more than one Credential in connection with a single Authorised Application; or
(g) falsify or alter any Credentials or any unique referral identifier in, or assigned to, an Authorised Application, or otherwise obscure or alter the source of queries coming from an Authorised Application; or
(h) claim or imply any sponsorship or endorsement of your Authorised Application by QBE Asia.
5. Limitations and Conditions
5.1 We may, in our sole discretion, limit: (i) the rate at which the API Services, or any subset of them, may be called, (ii) the amount of storage, if any, made available through the API Services, (iii) the size of data packets that may be uploaded to, or served from, the API Services, and/or (iv) the duration of any session of use of the API Services (all of the foregoing being forms of "Throttling") as necessary in order to preserve the proper functioning of the QBE Asia System. We may perform this Throttling globally across all API Services, across individual API Services, per End User, per Authorised Application, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling. We reserve the right to require you to provide to us each quarter a rolling 120-day forecast of your anticipated transaction volumes and any other relevant data we may reasonably request. We reserve the right to charge you for excessive transactions on the QBE Asia System.
5.3 You will clearly identify within your Authorised Application those features that make use of the API Services, either by using an icon or trademark licensed for such use by QBE Asia and/or by using text that reflects the incorporation of the API Services into the Authorised Application (such as, “Powered by QBE Asia”).
5.4 You may not use an End User’s credentials to access the ground transportation services provided by QBE Asia or a Group Member (the “Services”) or their data on the QBE Asia System without the End User’s written and informed consent.
5.5 Your Authorised Application may not contain any prohibited code. Prohibited Code means software code of any kind that
(i) is potentially harmful to or could compromise an End User’s system, software, data, security, or privacy;
(ii) without the End User’s express knowledge and written consent, interferes with the operation of applications;
(iii) launches or causes other similar code or applications similar to the foregoing to launch;
(iv) is obscured or resistant to removal; (v) without the End User’s express knowledge and written consent, removes or disables security, anti-spyware, or anti-virus technology;
(vi) without the End User’s express knowledge and written consent, displays advertisements, unless they are promoting an alternative version of the software (e.g., an update or upsell); or
(vii) without the End User’s express knowledge and written consent, collects, or shares personal information, changes file associations, adds browser toolbars, or changes browser settings such as the End User’s favourites, default home page, or search provider (“Prohibited Code”).
5.6 You will have a process to respond to any vulnerabilities or breaches in your Authorised Application. If any vulnerabilities or breach related to your Authorised Application's connection to QBE Asia’s APIs are discovered by you or reported to you by a third party, you agree that you will notify QBE Asia and provide vulnerability and breach details within 24 hours.
5.7 In the event of a data breach by you resulting from any aspect of the QBE Asia APIs involving your Authorised Application or any data collected through your Authorised Application, you will contact and notify QBE Asia within 24 hours and provide details of the data breach. You agree to refrain from making public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from QBE Asia in each instance as it relates to the QBE Asia APIs.
You are responsible for providing End Users with adequate notice of your own privacy practices. Your Authorised Application may not access the End User’s data without the End User’s express knowledge and written consent. At the time you retrieve information from an End User in connection with your use of the API Services, you will obtain informed and written consent from the End User concerning how you will use their data, and with whom it will be shared. Where an Authorised Application seeks permission from an End User to use their data in connection with their use of the Services, you must permit End Users to revoke such permission at any time and clearly indicate the steps required to do so.
We will provide support only for the most recent versions of our APIs and only if we have agreed in writing to provide you with support. You shall pay to us any charges for such support services as we may agree in writing.
8.1 You will indemnify and hold QBE Asia and its Group Members and our respective customers, advertisers, resellers, distributors, and suppliers, and their respective directors, employees, and agents (“QBE Asia Parties”) harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees and disbursements) suffered or incurred by reason of any claims, proceedings, or suits brought by an End-User based on or arising out of their access or use of the Services via an Authorised Application. You will be solely responsible for defending any claim, subject to QBE Asia's right to participate with legal counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the QBE Asia Parties without QBE Asia's prior written consent.
9. Telecommunication Services
You are responsible for procuring and paying for any telecommunication services needed to access the API Services.
We may temporarily suspend the API Services to perform necessary repairs, maintenance, or improvements to the AL System or the API Services. We will provide reasonable advance notice of any such suspension where it is practicable under the circumstances, and we will use commercially reasonable efforts to promptly restore the API Services. We exclude all our liability of any kind relating to any costs and/or problems of whatever nature which have been caused by the suspension of the API Services.
11.1 Each party agrees that neither it nor its employees, officers, subcontractors, representatives, suppliers, or directors will disclose, convey, or in any other manner make available any Confidential Information to any third party, except to its own consultants, external/outside accountants, or legal counsel who are bound by obligations of confidentiality no less stringent than those set forth in this clause. Each party shall use at least the same level of care that such party uses to protect its own proprietary information of a similar nature, but in no event shall say party use less than reasonable care in protecting the Confidential Information. “Confidential Information” means information and materials which are technical and/or business in nature (which may include, among other things, marketing materials; processes; financial data; analyses; forecasts; past, present or prospective customers or employees; documents; business practices; business plans; product plans; proposals, and the like) that a party or its Group Members (the “Disclosing Party”) has made, or expects to make, available to the other party or its Group Members (the “Receiving Party”).
11.2 Confidential Information may be written, oral, visual, or in any other media or format. Confidential Information does not include any information
(i) which is, at the time of disclosure, part of the public domain,
(ii) which has become part of the public domain through no breach by the Receiving Party of this clause,
(iii) which was lawfully disclosed to the Receiving Party by a third party without restriction on such disclosure,
(iv) which is independently developed by the Receiving Party without breach of this clause, or
(v) is or was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party hereunder.
We provide the API Services "as-is," "with all faults" and "as available." Unless otherwise expressly stated in writing, QBE Asia makes no representation or warranty regarding the accuracy, reliability or timeliness of information available via the Service. We and our Group Members, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. We exclude any implied warranties, including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement.
14. Liability Limitation
14.1 You can recover from QBE Asia only direct damages up to an amount equal to the aggregate amount actually paid to us for use of our APIs during the three-month period preceding the date the claim of action arose. Neither party may recover from the other consequential damages, lost profits, or special, indirect, incidental, or punitive damages.
14.2 The limitation set out above applies to anything related to:
(a) the API Services,
(b) content (including code) on third party internet sites, third-party programs, or third-party conduct,
(c) viruses or other disabling features that affect your access to or use of the API Services,
(d) incompatibility between the API Services and other services, software, and hardware,
(e) delays or failures you may have in initiating, conducting, or completing any transmissions, or transactions in connection with the API Service in an accurate or timely manner, and
(f) claims for breach of contract, breach of warranty, guarantee, or condition, strict liability, negligence, or other tort.
14.3 It also applies even if:
(a) this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
(b) QBE Asia knew or should have known about the possibility of the damages.
15. Changes to the API Services; Cancellation of the API Service
A. We may change the API Services and/or delete features at any time and for any reason. We may cancel or suspend your API Services at any time upon not less than 30 days’ notice. Our cancellation or suspension may be without cause. Upon cancellation of the API Services, your right to use the API Services stops right away. Our cancellation of the API Services will not alter your obligation to pay all charges made to your billing account prior to such cancellation. If we cancel the API Services in their entirety without cause, then we will refund to you on a pro-rata basis the number of payments that you have made corresponding to the portion of your API Services remaining right before the cancellation. Any API Services designated pre-release API Services (such as through the use of the terms "Trial" or "Beta") may not work the way a final version of the API Services will. We may change the API Services for any final, commercial version. We also may not release a final, commercial version.
B. Cancelling the API Services. Unless agreed otherwise, you may cancel the API Services at any time, with or without cause, subject to giving QBE Asia not less than 30 days prior written notice and to payment of any minimum fees and/or cancellation charges. You agree to pay all cancellation charges and/or
minimum fees. Cancellation of the API Services by you will not alter your obligation to pay all charges for API Services provided prior to cancellation.
18. No Third-Party Beneficiaries
19. Claim Must Be Filed Within One Year
20. Your Notices to Us
Any notices you send to us should be in writing and sent to QBE Asia’s registered office address.
21. Notices We Send You; Consent Regarding Electronic Information
21.1 If we need to send you information, then we may send you such information in electronic form. We may provide information to you:
(a) by mail;
(b) by e-mail;
(c) by access to the QBE Asia website that will be designated in an e-mail notice sent to you at the time the information is available; or
(d) by access to the QBE Asia website that will be generally designated in advance for this purpose.
21.2 Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail, and notices provided by mail will be deemed received on the earlier of date of actual receipt or three days after the date of posting. As long as you access and use the API Services, you must have the necessary software and hardware to receive electronic notices.
22. Choice of Law for Resolving Disputes
23. Intellectual Property Rights
Except for the licenses expressly granted to you under this or any other agreement, QBE Asia and its suppliers retain all right, title, and interest in and to the API Services, the APIs (if applicable), any software and/or documentation provided, and all intellectual property rights therein.
25. Force Majeure
Version: 30 November 2022